0001193125-12-515997 Sample Contracts

The Progressive Corporation Executive Deferred Compensation Plan Time-Based Restricted Stock Deferral Agreement
Restricted Stock Deferral Agreement • December 27th, 2012 • 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 • December 27th, 2012 • 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 Unit Deferral Agreement
Restricted Stock Unit Deferral Agreement • December 27th, 2012 • 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 • December 27th, 2012 • 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 • December 27th, 2012 • 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 • December 27th, 2012 • 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 • December 27th, 2012 • 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 • December 27th, 2012 • 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 • December 27th, 2012 • 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.

SIXTH AMENDMENT TO THE PROGRESSIVE CORPORATION EXECUTIVE DEFERRED COMPENSATION TRUST (November 8, 2002 Amendment and Restatement)
Progressive Corp/Oh/ • December 27th, 2012 • 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”);

THIRD AMENDMENT TO THE PROGRESSIVE CORPORATION EXECUTIVE DEFERRED COMPENSATION TRUST (November 8, 2002, Amendment and Restatement)
Progressive Corp/Oh/ • December 27th, 2012 • Fire, marine & casualty insurance

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

The Progressive Corporation Executive Deferred Compensation Plan Gainsharing/Bonus Deferral Agreement
Bonus Deferral Agreement • December 27th, 2012 • 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 • December 27th, 2012 • 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”);

SEVENTH AMENDMENT TO THE PROGESSIVE CORPORATION EXECUTIVE DEFERRED COMPENSATION TRUST (November 8, 2002 Amendment and Restatement)
Progressive Corp/Oh/ • December 27th, 2012 • Fire, marine & casualty insurance

THIS SEVENTH AMENDMENT, dated and effective as of the thirteenth day of June, 2011, unless otherwise specified herein, by and between Fidelity Management Trust Company (the “Trustee”) and The Progressive Corporation (the “Company”);

FOURTH AMENDMENT TO THE PROGRESSIVE CORPORATION EXECUTIVE DEFERRED COMPENSATION TRUST (November 8, 2002, Amendment and Restatement)
Progressive Corp/Oh/ • December 27th, 2012 • 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”);

SECOND AMENDMENT TO THE PROGRESSIVE CORPORATION EXECUTIVE DEFERRED COMPENSATION TRUST (November 8, 2002, Amendment and Restatement)
Progressive Corp/Oh/ • December 27th, 2012 • Fire, marine & casualty insurance

THIS SECOND AMENDMENT, dated and effective as of the first day of May, 2007, except as otherwise set forth herein, by and between Fidelity Management Trust Company (the “Trustee”) and The Progressive Corporation (“Company”);

The Progressive Corporation Executive Deferred Compensation Plan Deferral Agreement
Deferral Agreement • December 27th, 2012 • 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.

FIFTH AMENDMENT TO THE PROGRESSIVE CORPORATION EXECUTIVE DEFERRED COMPENSTATION TRUST (November 8, 2002 Amendment and Restatement)
Progressive Corp/Oh/ • December 27th, 2012 • 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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