0001193125-09-106380 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT (2009 Performance-Based Award)
Restricted Stock Award Agreement • May 11th, 2009 • 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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FIFTH AMENDMENT TO THE PROGRESSIVE CORPORATION EXECUTIVE DEFERRED COMPENSTATION TRUST (November 8, 2002 Amendment and Restatement)
Executive Deferred Compensation Trust • May 11th, 2009 • Progressive Corp/Oh/ • Fire, marine & casualty insurance

THIS FIFTH AMENDMENT, dated as of the twenty-third day of January, 2009, by and between Fidelity Management Trust Company (the “Trustee”) and The Progressive Corporation (“Company”);

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