EX-4(I) SENIOR NOTE SECURITY



 






Exhibit No. 4(I)




(Face of Security)




     Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”) to the Issuer or its agent for registration of transfer,
exchange or payment, and such certificate is registered in the name of Cede & Co., or in such other
name as requested by an authorized representative of DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.


REGISTERED NO. R-001                                                                                                                                                       $350,000,000




CUSIP No. 743315 AK 9




THE PROGRESSIVE CORPORATION




6.375% SENIOR NOTE DUE 2012




          THE PROGRESSIVE CORPORATION, an Ohio corporation (the “Issuer”), for value received, hereby
promises to pay to CEDE & Co., c/o The Depository Trust Company, 55 Water Street, New York, New
York 10041 or registered assigns, at the office or agency of the Issuer at the office of the
Trustee in Boston, Massachusetts, the principal sum of THREE HUNDRED AND FIFTY MILLION DOLLARS
($350,000,000) on January 15, 2012, in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private debts, and to pay
interest semiannually on January 15 and July 15 of each year, commencing on July 15, 2002, on said
principal sum at said office or agency, in like coin or currency, at the rate per annum specified
in the title of this Note, from the January 15 or the July 15, as the case may be, next preceding
the date of this Note to which interest has been paid, unless the date hereof is a date to which
interest has been paid, in which case from the date of this Note, or unless no interest has been
paid on the Notes, in which case from December 11, 2001, until payment of said principal sum has
been made or duly provided for; provided, that payment of interest may be made at the option of the
Issuer by check mailed to the address of the person entitled thereto as such address shall appear
on the Security Register. Notwithstanding the foregoing, if the date hereof is after the fifteenth
day of January or July, as the case may be, and before the following January 15 or July 15, this
Note shall bear interest from such January 15 or July 15; provided, that if the Issuer shall
default in the payment of interest due on such January 15 or July 15, then this Note shall bear
interest from the next preceding January 15 or July 15, to which interest has been paid or, if no
interest has been paid on this Note, from December 11, 2001. The interest so payable on any
January 15 or July 15 will, subject to certain exceptions provided in the Indenture referred to on
the reverse hereof, be paid to the person in whose name this Note is registered at the close of
business on January 1 or July 1, as the case may be, next preceding such January 15 or July 15.




          Reference is made to the further provisions of this Note set forth on the reverse hereof.
Such further provisions shall for all purposes have the same effect as though fully set forth at
this place.




          This Note shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed by the Trustee under the Indenture referred to on the
reverse hereof.




 









 








     IN WITNESS WHEREOF, The Progressive Corporation has caused this instrument to be signed by its
duly authorized officers and has caused its corporate seal to be affixed hereto or imprinted
hereon.



THE PROGRESSIVE CORPORATION




	 	 	 	 	 	 	 
	[CORPORATE SEAL]

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 






.....................................................................................................................................................

Treasurer




	 	 	 	 	 
	Attest:
	 	 	 	 
	 

	 	 

    Charles E. Jarrett


    Secretary
	 	 





Dated:  December 11, 2001




TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Securities, of the series designated herein, referred to in the
within-mentioned Indenture.



	 	 	 	 	 	 	 
	 	 	STATE STREET BANK AND TRUST

COMPANY, as Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 






 









 






(Back of Security)




THE PROGRESSIVE CORPORATION




6.375% SENIOR NOTE DUE 2012




     This Note is one of a duly authorized issue of debentures, notes, bonds or other evidences of
indebtedness of the Issuer (hereinafter called the “Securities”) of the series hereinafter
specified, all issued or to be issued under and pursuant to an indenture dated as of September 15,
1993, as heretofore supplemented and amended (herein called the “Indenture”), between the Issuer
and State Street Bank and Trust Company, as Trustee (herein called the “Trustee”), to which
Indenture and all indentures supplemental thereto reference is hereby made for a description of the
rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the
Issuer and the Holders of the Securities. The Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest (if any) at different rates, may be subject to different
redemption provisions (if any), may be subject to different sinking, purchase or analogous funds
(if any) and may otherwise vary as in the Indenture provided. This Note is one of a series
designated as the 6.375% Senior Notes Due 2012 of the Issuer, limited in initial aggregate
principal amount to $350,000,000.



     In case an Event of Default, as defined in the Indenture, with respect to the 6.375% Senior
Notes Due 2012 shall have occurred and be continuing, the principal hereof may be declared, and
upon such declaration shall become, due and payable, in the manner, with the effect and subject to
the conditions provided in the Indenture.



     The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of
the Holders of not less than 66-2/3% in aggregate principal amount of the Securities at the time
Outstanding (as defined in the Indenture) of all series to be affected (voting as one class),
evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of the Securities of
each such series; provided, however, that no such supplemental indenture shall (i) extend the final
maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the
time of payment of any interest thereon, or impair or affect the rights of any Holder to institute
suit for the payment thereof, without the consent of the Holder of each Security so affected or
(ii) reduce the aforesaid percentage of Securities, the Holders of which are required to consent to
any such supplemental indenture, without the consent of the Holder of each Security so affected.
It is also provided in the Indenture that, with respect to certain defaults or Events of Default
regarding the Securities of any series, prior to any declaration accelerating the maturity of such
Securities, the Holders of a majority in aggregate principal amount Outstanding of the Securities
of such series may on behalf of the Holders of all the Securities of such series waive any such
past default or Event of Default and its consequences. The preceding sentence shall not, however,
apply to a default in the payment of the principal of or premium, if any, or interest on any of the
Securities. Any such consent or waiver by the Holder of this Note (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such Holder and upon all



 









 







future Holders and
owners of this Note and any Note which may be issued in exchange or substitution herefor,
irrespective of whether or not any notation thereof is made upon this Note or such other Note.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Note
in the manner, at the respective times, at the rate and in the coin or currency herein
prescribed.



     The Notes are issuable in registered form without coupons in denominations of $1,000 and any
integral multiple of $1,000 at the office or agency of the Issuer at the office of the Trustee in
Boston, Massachusetts, and in the manner and subject to the limitations provided in the Indenture,
but without the payment of any service charge. Notes may be exchanged for a like aggregate
principal amount of Notes of other authorized denominations.



     The Notes of the series designated as the 6.375% Senior Notes due 2012 are subject to
redemption upon not more than 60 or less than 30 days’ notice by mail, in whole at any time or in
part from time to time at the option of the Issuer on any date (a “Redemption Date”), at a
redemption price equal to the accrued and unpaid interest on the principal amount being redeemed to
the redemption date plus the greater of (i) 100% of the principal amount of the Notes to be
redeemed and (ii) the sum of the present value of the remaining scheduled payments of principal and
interest on the Note (not including any portion of such payments of interest accrued to the date of
redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate (defined below), plus 20 basis
points.



     “Adjusted Treasury Rate” means, with respect to any date of redemption, the rate per year
equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price for that date of redemption.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the Securities to be
redeemed that would be used, at the time of selection and under customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the remaining term of the
Note.



     “Comparable Treasury Price” means, with respect to any date of redemption, the average of the
Reference Treasury Dealer Quotations for the date of redemption, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or if the trustee obtains fewer than three Reference
Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations.



     “Quotation Agent” means Goldman, Sachs & Co. or another Reference Treasury Dealer appointed by
the Issuer.



     “Reference Treasury Dealer” means each of Goldman, Sachs & Co. and Salomon Smith Barney Inc.
and their respective successors and, at the option of the Issuer, other nationally recognized
investment banking firms that are



 









 







primary dealers of U.S. government securities in New York City.
If any of the foregoing ceases to be a primary dealer of U.S. government securities in New York
City, the Issuer must substitute another primary dealer of U.S. government securities.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any date of redemption, the average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m., New York City time,
on the third business day before the date of redemption.



     In the event of redemption of this Note in part only, a new Note or Notes of this series and
of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.



     Upon due presentment for registration of transfer of this Note at the office or agency of the
Issuer at the office of the Trustee in Boston, Massachusetts, a new Note or Notes of authorized
denominations for an equal aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge except for any tax
or other governmental charge imposed in connection therewith.



     The Issuer, the Trustee and any authorized agent of the Issuer or the Trustee may deem and
treat the registered Holder hereof as the absolute owner of this Note (whether or not this Note
shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal hereof and, subject to the
provisions on the face hereof, interest hereon, and for all other purposes, and neither the Issuer
nor the Trustee nor any authorized agent of the Issuer or the Trustee shall be affected by notice
to the contrary.



     No recourse under or upon any obligation, covenant or agreement of the Issuer in the Indenture
or any indenture supplemental thereto or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator, shareholder, officer or
director, as such, of the Issuer or of any successor corporation, either directly or through the
Issuer or any successor corporation, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance hereof and as part of the
consideration for the issue hereof.





     Terms used herein which are defined in the Indenture shall have the respective meanings
assigned thereto in the Indenture.



 









 





FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto




PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE




	 	 	 	 	 
	 	 	 	 	 
	 	 
	 	 	 
	 	 

	 	 	 
	 	 	 	 	 








 




(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)




the within Note and all rights thereunder, hereby irrevocably constituting and appointing


 




 




 


attorney to transfer said
Note on the books of the Issuer, with full power of substitution in the
premises.




Dated                                                                                                                                   



NOTICE: The signature to this assignment must correspond with the name as written upon the face of
the within instrument in every particular, without alteration or enlargement or any change
whatever.