0001193125-10-044296 Sample Contracts

THE PROGRESSIVE CORPORATION RESTRICTED STOCK AWARD AGREEMENT (<Year of Grant> Time-Based Award)
Restricted Stock Award Agreement • March 1st, 2010 • 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 Executive Deferred Compensation Plan Time-Based Restricted Stock Unit Deferral Agreement
Restricted Stock Unit Deferral Agreement • March 1st, 2010 • Progressive Corp/Oh/ • 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.

The Progressive Corporation Executive Deferred Compensation Plan Performance- Based Restricted Stock Unit Deferral Agreement
Restricted Stock Unit Deferral Agreement • March 1st, 2010 • Progressive Corp/Oh/ • 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.

The Progressive Corporation Executive Deferred Compensation Plan Performance- Based Restricted Stock Deferral Agreement
Restricted Stock Deferral Agreement • March 1st, 2010 • Progressive Corp/Oh/ • 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.

The Progressive Corporation Executive Deferred Compensation Plan Time-Based Restricted Stock Deferral Agreement
Restricted Stock Deferral Agreement • March 1st, 2010 • Progressive Corp/Oh/ • 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.

Directors Restricted Stock Deferral Agreement The Progressive Corporation Directors Restricted Stock Deferral Plan Deferral Agreement ONLY COMPLETE THIS AGREEMENT IF YOU WISH TO DEFER YOUR RESTRICTED STOCK AWARD
Restricted Stock Deferral Agreement • March 1st, 2010 • Progressive Corp/Oh/ • Fire, marine & casualty insurance

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

THE PROGRESSIVE CORPORATION RESTRICTED STOCK AWARD AGREEMENT
2003 Directors Equity Incentive Plan • March 1st, 2010 • 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”).

The Progressive Corporation Executive Deferred Compensation Plan Time-Based Restricted Stock Deferral Agreement
Restricted Stock Deferral Agreement • March 1st, 2010 • Progressive Corp/Oh/ • 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.

The Progressive Corporation Executive Deferred Compensation Plan Performance- Based Restricted Stock Deferral Agreement
Restricted Stock Deferral Agreement • March 1st, 2010 • Progressive Corp/Oh/ • 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.

FIRST AMENDMENT TO TRUST AGREEMENT BETWEEN FIDELITY MANAGEMENT TRUST COMPANY AND THE PROGRESSIVE CORPORATION
Trust Agreement • March 1st, 2010 • Progressive Corp/Oh/ • Fire, marine & casualty insurance

THIS FIRST AMENDMENT, dated as of the first day of June, 2004, and effective as otherwise set forth herein, by and between Fidelity Management Trust Company (the “Trustee”) and The Progressive Corporation (“Company”);

SIXTH AMENDMENT TO THE PROGRESSIVE CORPORATION EXECUTIVE DEFERRED COMPENSATION TRUST (November 8, 2002 Amendment and Restatement)
Progressive Corp/Oh/ • March 1st, 2010 • Fire, marine & casualty insurance

THIS SIXTH AMENDMENT, dated as of the seventeenth day of November, 2009, by and between Fidelity Management Trust Company (the “Trustee”) and The Progressive Corporation (the “Company”);

The Progressive Corporation Executive Deferred Compensation Plan Deferral Agreement
Deferral Agreement • March 1st, 2010 • Progressive Corp/Oh/ • 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.

The Progressive Corporation Executive Deferred Compensation Plan Gainsharing/Bonus Deferral Agreement
Bonus Deferral Agreement • March 1st, 2010 • Progressive Corp/Oh/ • 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.

THE PROGRESSIVE CORPORATION RESTRICTED STOCK AWARD AGREEMENT (<Year of Grant> Time-Based Award)
Restricted Stock Award Agreement • March 1st, 2010 • 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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