0000080661-15-000026 Sample Contracts

Discretionary Line of Credit Note
Progressive Corp/Oh/ • May 11th, 2015 • Fire, marine & casualty insurance

FOR VALUE RECEIVED, THE PROGRESSIVE CORPORATION (the “Borrower”), with an address at 6300 Wilson Mills Rd., Mayfield Village, OH 44143, United States of America, promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), in lawful money of the United States of America in immediately available funds at its offices located at 1900 East Ninth Street, Cleveland, Ohio 44114, or at such other location as the Bank may designate from time to time, the principal sum of ONE HUNDRED MILLION AND 00/100 DOLLARS ($100,000,000.00) (the “Facility”) or such lesser amount as may be advanced to or for the benefit of the Borrower hereunder, together with interest accruing on the outstanding principal balance from the date hereof, as provided below.

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RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • May 11th, 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 • May 11th, 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 • May 11th, 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”).

TENTH AMENDMENT TO THE PROGESSIVE CORPORATION EXECUTIVE DEFERRED COMPENSATION TRUST (November 8, 2002 Amendment and Restatement)
Progressive Corp/Oh/ • May 11th, 2015 • Fire, marine & casualty insurance

THIS TENTH AMENDMENT, effective as of the date set forth herein, is by and between Fidelity Management Trust Company (the “Trustee”) and The Progressive Corporation (the “Company”);

NINTH AMENDMENT TO THE PROGESSIVE CORPORATION EXECUTIVE DEFERRED COMPENSATION TRUST (November 8, 2002 Amendment and Restatement)
Progressive Corp/Oh/ • May 11th, 2015 • Fire, marine & casualty insurance

THIS NINTH AMENDMENT, dated and effective as of the sixteenth day of January, 2015, unless otherwise specified herein, by and between Fidelity Management Trust Company (the “Trustee”) and The Progressive Corporation (the “Company”);

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