0001193125-11-051378 Sample Contracts

The Progressive Corporation Executive Deferred Compensation Plan Time-Based Restricted Stock Deferral Agreement
Restricted Stock Deferral Agreement • March 1st, 2011 • 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.

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The Progressive Corporation Executive Deferred Compensation Plan Performance- Based Restricted Stock Deferral Agreement
Restricted Stock Deferral Agreement • March 1st, 2011 • 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.

OBJECTIVE-BASED NON-QUALIFIED STOCK OPTION AGREEMENT
Objective- • March 1st, 2011 • Progressive Corp/Oh/ • Fire, marine & casualty insurance

This Agreement (the “Agreement”) is made as of the day of , 20 between The Progressive Corporation, an Ohio corporation (the “Company”), and <NAME> (the “Optionee”). The Company hereby grants Optionee an option (the “Option”) to purchase <TOTAL SHARES> Common Shares, $1.00 par value (the “Common Shares”), of the Company for a per share purchase price of $ (the “Option Price”). The Option has been granted pursuant to The Progressive Corporation 1995 Incentive Plan (the “Plan”) and shall include and be subject to all provisions of the Plan, which are hereby incorporated herein by reference, and shall be subject to the following provisions of this Agreement:

ASSIGNMENT AND ASSUMPTION OF SUBLEASE AGREEMENT
Assignment and Assumption of Sublease Agreement • March 1st, 2011 • Progressive Corp/Oh/ • Fire, marine & casualty insurance

This Assignment and Assumption of Sublease Agreement (this “Assignment”) is made as of the 7th day of July, 2010, between Acme Operating Corporation, an Ohio corporation (“Assignor”) and Acme Acquisition Corporation, an Ohio corporation (“Assignee”), under the following circumstances:

SUBLEASE AGREEMENT
Sublease Agreement • March 1st, 2011 • Progressive Corp/Oh/ • Fire, marine & casualty insurance

This Sublease Agreement (this “Sublease”) is entered into as of August 21, 2006, by and between Progressive Casualty Insurance Company (“Sublandlord”), and Acme Operating Corporation (“Subtenant”).

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