EX-4.3



 Exhibit 4.3 
  

			
	 SERIAL PREFERRED SHARES , SERIES B
	  	 SERIAL PREFERRED SHARES, SERIES B

		
	 NUMBER
	  	SHARES
		
	 R-[    ]
	  	[            ]

 THE PROGRESSIVE CORPORATION 
  

			
	THIS CERTIFICATE IS TRANSFERABLE IN	  	CUSIP 743315 AU7
		
		  	SEE REVERSE FOR CERTAIN DEFINITIONS
		
	INCORPORATED UNDER THE LAWS OF	  	
	 THE STATE OF OHIO
	  	
		
	 THIS CERTIFIES THAT              
[        ]
	  	
		
	 IS THE OWNER
OF                      [        ]
	  	

 FULLY PAID AND NONASSESSABLE SERIES B
FIXED-TO-FLOATING RATE CUMULATIVE 
 PERPETUAL SERIAL
PREFERRED SHARES, WITHOUT PAR VALUE ($1,000 LIQUIDATION 
 PREFERENCE PER SHARE) OF 

The Progressive Corporation (the “Company”) transferable on the books of the Company by the holder hereof in person or by duly
authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all provisions of the Amended Articles of Incorporation and amendments thereto as
filed in the office of the Secretary of the State of Ohio, to which the holder, by acceptance hereof, assents. This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. 

In Witness Whereof, the Company has caused this certificate to be executed by facsimile signatures of its duly authorized officers.

 DATED:    [                ] 

 

			
	 COUNTERSIGNED AND REGISTERED:

	AMERICAN STOCK TRANSFER & TRUST COMPANY
	
                   
                                 TRANSFER AGENT AND REGISTRAR

	 BY:
	  	

  

											
		 	  
	 		  	  
	  		  	  

		 	 AUTHORIZED SIGNATURE
	 		  	 VICE PRESIDENT
	  		  	TREASURER








 The following abbreviations, when used in the inscription on the face of this Certificate, shall
be construed as though they were written out in full according to applicable laws or regulations: 
  

							
	TEN COM – as tenants in common	  	UNIF GIFT MIN ACT -	  	
        custodian           
                                 

		  		  	(Cust)	  	(Minor)
			
	TEN ENT – as tenants by the entireties	  	under Uniform Gifts to Minors Act	  	  

			
	JT TEN – as joint tenants with right of survivorship
                and not as tenants in common	  		  	(State)

 Additional abbreviations may also be used though not in the above list. 

ASSIGNMENT 
 For value
received, hereby sell(s), assign(s) and transfer(s) unto 
  

					
	 PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF

ASSIGNEE
	 		 	


					
	 	  		  	

  
  

 
  

			
	  
	  	Serial Preferred
	Shares represented by the within Certificate, and do hereby irrevocably constitute and appoint	  	
	  
	  	Attorney to
	transfer the said Serial Preferred Shares on the books of the within named Company with full power of substitution in the premises.	  	

  

									
	Dated:	 	  
	 		  	Signature(s):	  	  


  

			
		 	  

		 	NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
		
	Signature(s) Guaranteed:	 	  

		 	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C.
RULE 17Ad-15