Form of 6.375% Senior Notes due 2012



 Exhibit 4.4 
 (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.