0000950152-02-008758 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • November 21st, 2002 • Progressive Corp/Oh/ • Fire, marine & casualty insurance

The underwriters (the “Underwriters”) named in Schedule A hereto, for which Goldman, Sachs & Co. and Credit Suisse First Boston Corporation are acting as managers (the “Managers”), understand that The Progressive Corporation, an Ohio corporation (the “Company”), proposes to issue and sell $400,000,000 aggregate principal amount of its 6.25% Senior Notes due 2032 (the “Offered Securities”).

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THE PROGRESSIVE CORPORATION and STATE STREET BANK AND TRUST COMPANY, as Successor Trustee FOURTH SUPPLEMENTAL INDENTURE
Progressive Corp/Oh/ • November 21st, 2002 • Fire, marine & casualty insurance • New York

THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of November 21, 2002, between THE PROGRESSIVE CORPORATION, an Ohio corporation (the “Issuer”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (“SSB”), in its capacity as Successor Trustee.

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