0001193125-09-037067 Sample Contracts

The Progressive Corporation Executive Deferred Compensation Plan Time-Based Restricted Stock Deferral Agreement

Restricted Stock Deferral Agreement • February 25th, 2009 • Progressive Corp/Oh/ • Fire, marine & casualty insurance

• Contract Type
  Restricted Stock Deferral Agreement
• Filed
  February 25th, 2009
• Company
  Progressive Corp/Oh/
• Industry
  Fire, marine & casualty insurance

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

FOURTH AMENDMENT TO THE PROGRESSIVE CORPORATION EXECUTIVE DEFERRED COMPENSATION TRUST (November 8, 2002, Amendment and Restatement)

Progressive Corp/Oh/ • February 25th, 2009 • Fire, marine & casualty insurance

• Company
  Progressive Corp/Oh/
• Filed
  February 25th, 2009
• Industry
  Fire, marine & casualty insurance

THIS FOURTH AMENDMENT, dated and effective as of the nineteenth day of May, 2008, except as otherwise set forth herein, by and between Fidelity Management Trust Company (the “Trustee”) and The Progressive Corporation (“Company”);