0000080661-18-000011 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT (<Year of Grant> Performance-Based Award)
Restricted Stock Award Agreement • February 27th, 2018 • 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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THE PROGRESSIVE CORPORATION Award Agreement (2018 Fiscal Year)
Award Agreement • February 27th, 2018 • Progressive Corp/Oh/ • Fire, marine & casualty insurance

This Award Agreement (2018 Fiscal Year), dated <Grant Date> (the “Agreement”), describes the Award granted to <Participant> (“Participant”) pursuant to The Progressive Corporation 2017 Executive Annual Incentive Plan (the “Plan”) with respect to the fiscal year of The Progressive Corporation (the “Company”) ending December 31, 2018 (the “Fiscal Year”). Capitalized terms used in this Agreement are used as defined in the Plan.

RESTRICTED STOCK UNIT AWARD AGREEMENT (2012 Performance-Based Award – Investment Results)
Restricted Stock Unit Award Agreement • February 27th, 2018 • 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”).

REPLACEMENT CAPITAL COVENANT
Replacement Capital Covenant • February 27th, 2018 • Progressive Corp/Oh/ • Fire, marine & casualty insurance

REPLACEMENT CAPITAL COVENANT, dated as of June 21, 2007 (this “Replacement Capital Covenant”), by The Progressive Corporation, an Ohio corporation (together with its successors and assigns, the “Corporation”), in favor of and for the benefit of each Covered Debtholder (as defined below).

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