0001193125-13-075784 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT (<Year of Grant> Time-Based Award)
Restricted Stock Award Agreement • February 26th, 2013 • 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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REPLACEMENT CAPITAL COVENANT
Replacement Capital Covenant • February 26th, 2013 • 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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