0000080661-15-000010 Sample Contracts

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 2nd, 2015 • Progressive Corp/Oh/ • Fire, marine & casualty insurance

This Agreement (“Agreement”) is made this <Grant Date> by and between <Participant Name> (“Participant”) and The Progressive Corporation (the “Company”).

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RESTRICTED STOCK AWARD AGREEMENT (<Year of Grant> Performance-Based Award)
Restricted Stock Award Agreement • March 2nd, 2015 • Progressive Corp/Oh/ • Fire, marine & casualty insurance

This Agreement (“Agreement”) is made this <Grant Date> by and between <Participant Name> (“Participant”) and The Progressive Corporation (the “Company”).

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 2nd, 2015 • Progressive Corp/Oh/ • Fire, marine & casualty insurance

This Agreement (“Agreement”) is made this <Grant Date> by and between <Participant Name> (“Participant”) and The Progressive Corporation (the “Company”).

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 2nd, 2015 • Progressive Corp/Oh/ • Fire, marine & casualty insurance

This Agreement (“Agreement”) is made this <Grant Date> by and between <Participant Name> (“Participant”) and The Progressive Corporation (the “Company”).

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 2nd, 2015 • Progressive Corp/Oh/ • Fire, marine & casualty insurance

This Agreement (“Agreement”) is made this <Grant Date> (“Grant Date”) by and between <Participant Name> (“Participant”) and The Progressive Corporation (the “Company”).

ONLY COMPLETE THIS AGREEMENT IF YOU WISH TO DEFER YOUR RESTRICTED STOCK AWARD
Restricted Stock Deferral Agreement • March 2nd, 2015 • Progressive Corp/Oh/ • Fire, marine & casualty insurance

THIS DEFERRAL AGREEMENT is entered into pursuant to the provisions of The Progressive Corporation Directors Restricted Stock Deferral Plan (“Plan”). All capitalized terms in this Agreement shall have the meanings ascribed to them in the Plan.

RESTRICTED STOCK AWARD AGREEMENT
2003 Directors Equity Incentive Plan • March 2nd, 2015 • Progressive Corp/Oh/ • Fire, marine & casualty insurance

This Agreement (“Agreement”) is made this <Grant Date> by and between <Participant Name> (“Participant”) and The Progressive Corporation (the “Company”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 2nd, 2015 • Progressive Corp/Oh/ • Fire, marine & casualty insurance • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 15th day of December 2014, by and among ARX HOLDING CORP., a Delaware corporation (the “Company”); THE PROGRESSIVE CORPORATION, an Ohio corporation (“Progressive”); XL RE LTD., a Bermuda company (“XL”); FASTEAU INSURANCE HOLDING, LLC, a Delaware limited liability company (“Fasteau Holding”); MARC FASTEAU, an individual (“Fasteau”); MARC FASTEAU, AS TRUSTEE OF THE MARC FASTEAU 2012 IRREVOCABLE TRUST (“2012 Trustee”); MARC FASTEAU, AS TRUSTEE OF THE ALEXIS FASTEAU 2008 IRREVOCABLE TRUST (“2008 Trustee,” and together with Fasteau, 2012 Trustee and Fasteau Holding, the “Fasteau Group”); FLEXPOINT FUND, L.P., a Delaware limited partnership (“Flexpoint”); NEW CAPITAL PARTNERS PRIVATE EQUITY FUND, L.P., a Delaware limited partnership (“New Capital”); GREGORY E. STEWART, an individual (“Stewart”); and STEWART INSURANCE HOLDINGS, LLLP, a Florida limited liability limited partnership (“Stewart Holdings”) (XL, Fasteau Holding, Fas

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