EX-4.1





 Exhibit 4.1 

THE PROGRESSIVE CORPORATION 
 and

 U.S. BANK NATIONAL ASSOCIATION, as 

Trustee 
 SECOND SUPPLEMENTAL
INDENTURE 
 3.20% Senior Notes due 2030 

3.95% Senior Notes due 2050 
 THIS
SECOND SUPPLEMENTAL INDENTURE, dated as of March 26, 2020, between THE PROGRESSIVE CORPORATION, an Ohio corporation (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as Trustee. 

WITNESSETH: 
 WHEREAS, the Issuer
entered into an Indenture dated as of September 12, 2018 (as supplemented from time to time, the “Indenture”), with the U.S. Bank National Association, in its capacity as Trustee, pursuant to which the Issuer may from time to time
issue its unsecured debentures, notes and other evidences of indebtedness in one or more series; and 
 WHEREAS, Article Eight of the
Indenture provides for various matters with respect to any series of Securities issued under the Indenture to be established in an indenture supplemental to the Indenture; and 

WHEREAS, Section 8.1 of the Indenture provides that the Issuer, when authorized by its Board of Directors, and the Trustee may from time
to time and at any time enter into an indenture supplemental to the Indenture to add on to the covenants of the Issuer certain further covenants, restrictions, conditions or provisions, and to make such other provisions as such Board of Directors
may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Securities. 
 NOW THEREFORE: 

In consideration of the premises and other good and valuable consideration, the parties hereto mutually covenant and agree as follows: 

ARTICLE 1 
 RELATION TO INDENTURE;
DEFINITIONS 
 SECTION 1.01. Integral Part. This Second Supplemental Indenture constitutes an integral part of the Indenture. 

SECTION 1.02. General Definitions. For all purposes of this Second Supplemental Indenture: 

(a) capitalized terms used herein without definition shall have the meanings specified in the Indenture; 

(b) all references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this
Second Supplemental Indenture; and 
 (c) the terms “herein”, “hereof”, “hereunder” and other words of similar
import refer to this Second Supplemental Indenture. 
 SECTION 1.03. Definitions. The following definitions shall apply to this
Second Supplemental Indenture: 
 “Consolidated Tangible Net Worth” means, at any date, the total assets appearing on the
consolidated balance sheet of the Issuer and its consolidated subsidiaries as of the end of the then most recent fiscal quarter of the Issuer, prepared in 












 
accordance with generally accepted accounting principles, less the sum of (a) the total liabilities appearing on such balance sheet and (b) intangible assets. “Intangible
assets” means, for the purposes of this definition, the value, as shown on or reflected in such balance sheet, of (i) all trade names, trademarks, licenses, patents, copyrights and goodwill, (ii) organizational costs and
(iii) unamortized debt discount and expense, less unamortized premium. 
 “Designated Securities” means the series of
Securities designated by the Issuer as its “3.20% Senior Notes due 2030” and the series of Securities designated by the Issuer as its “3.95% Senior Notes due 2050.” 

“Designated Subsidiary” means (i) Progressive Casualty Insurance Company, an Ohio corporation, so long as it remains a
subsidiary of the Issuer, (ii) any other consolidated subsidiary of the Issuer, the assets of which constitute 10% or more of the Total Assets, and (iii) any subsidiary that is a successor to all or substantially all of the business or
properties of any such subsidiary. 
 “Depositary” shall have the meaning specified in Section 4.01. 

“DTC” shall have the meaning specified in Section 4.01. 

“Global Security” or “Securities” shall have the meaning specified in Section 4.01. 

“Total Assets” means, at any date, the total assets appearing on the consolidated balance sheet of the Issuer and its consolidated
subsidiaries as of the end of the then most recent fiscal quarter of the Issuer, prepared in accordance with generally accepted accounting principles. 

ARTICLE 2 
 ADDITIONAL COVENANTS

 SECTION 2.01. Limitation on Liens. The Issuer will not, nor will it permit any Designated Subsidiary to, incur, issue, assume or
guarantee any indebtedness for money borrowed if (i) that indebtedness is secured by a pledge, mortgage, deed of trust or other lien on any shares of stock or indebtedness of any Designated Subsidiary (a “lien”), and (ii) the
aggregate amount of the indebtedness so secured exceeds an amount equal to 15% of the Issuer’s Consolidated Tangible Net Worth, unless the Designated Securities are also secured equally and ratably with such other indebtedness. For purposes of
this restriction, a “lien” will not include the pledge to, or deposit with, any state or provincial insurance regulatory authorities of any investment securities by the Issuer or any of its subsidiaries. 

The foregoing restriction shall not apply to indebtedness secured by: 

(a) Liens on any shares of stock or indebtedness of or acquired from a corporation merged or consolidated with or into, or otherwise acquired
by, the Issuer or a Designated Subsidiary; 
 (b) Liens to secure indebtedness of a Designated Subsidiary to the Issuer or to another
Designated Subsidiary, but only as long as such indebtedness is owned or held by the Issuer or a Designated Subsidiary; and 
 (c) Any
extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any lien referred to in (a) and (b). 

SECTION 2.02. Consolidation, Merger, Sale, Conveyance and Lease. Clause (ii) of Section 9.1 of the Indenture is, with respect
to the Designated Securities, amended to read as follows: 
 “(ii) immediately after giving effect to the transaction, no Event of
Default exists.” 
 ARTICLE 3 

REOPENING OF THE SERIES 
 SECTION
3.01. Reopening of the Series. The Issuer may at any time, without the consent of the holders of either series of Designated Securities, increase the principal amount of either series of the Designated Securities. 












 ARTICLE 4 

GLOBAL SECURITIES 
 SECTION
4.01. Global Securities. The Designated Securities shall be issued in the form of one or more global securities for each series (“Global Securities”), which shall be deposited on behalf of the purchasers of the Designated Securities
represented thereby with U.S. Bank National Association, at its Corporate Trust Office, as custodian for the depositary, The Depository Trust Company (“DTC”, and such depositary, or any successor thereto, being hereinafter referred to as
the “Depositary”), and registered in the name of DTC’s nominee, Cede & Co. (or any successor thereto), for the accounts of participants in the Depositary. 

SECTION 4.02. General. Each Global Security shall represent such portion of the outstanding applicable Designated Securities as shall
be specified therein and each shall provide that it shall represent the aggregate principal amount of the outstanding applicable Designated Securities from time to time endorsed thereon. The Trustee and any agent thereof shall be entitled to deal
with the Depositary, and any nominee thereof, that is the registered Holder of any Global Security for all purposes of the Indenture relating to such Global Security (including the payment of principal and interest and the giving of instructions or
directions by or to the owner or Holder of a beneficial ownership interest in such Global Security) as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee or any agent shall
have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such
Global Security, for any transactions between the Depositary and any members of, or participants, in the Depositary (“Agent Members”) or between or among the Depositary, any such Agent Member and/or any Holder or owner of a beneficial
interest in such Global Security, or for any transfers of beneficial interests in any such Global Security. Notwithstanding the foregoing, nothing herein shall (1) prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from
giving effect to any written certification, proxy or other authorization furnished by the Depositary or (2) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a
Holder of any Security. Subject to the foregoing, the registered Holder may grant proxies and otherwise authorize any Person to take any action which a Holder is entitled to take under the Indenture or the Designated Securities in accordance with
the rules and procedures of such Depositary. 
 SECTION 4.03. Book Entry Provisions. Each Global Security shall bear a legend
substantially to the following effect: 
 “This Security is a Global Security within the meaning of the Indenture hereinafter referred
to and is registered in the name of The Depositary Trust Company, a New York corporation (“DTC”) or a nominee of DTC. This Security is exchangeable for Securities registered in the name of a person other than DTC or its nominee only in
limited circumstances described in the Indenture, and may not be transferred except as a whole by DTC to a nominee of DTC, by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor depository or a nominee of
such a successor depository.” 
 A Global Security may not be transferred, in whole or in part, to any Person other than the Depositary
or a nominee or any successor thereof, and no such transfer to any such other Person may be registered; provided that the foregoing shall not prohibit any transfer of a Designated Security that is issued in exchange for a Global Security but
is not itself a Global Security. 
 A Global Security shall not be exchanged in whole or in part for a Designated Security registered, and
no transfer of a Global Security in whole or in part shall be registered, in the name of any Person other than the Depositary or one or more nominees thereof; provided that a Global Security may be exchanged for Designated Securities
registered in the names of any person designated by the Depositary in the event that (A) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depositary for such Global Security or such Depositary has ceased to
be a “clearing agency” registered under the Exchange Act, and in either case, a successor Depositary is not appointed by the Issuer within 90 days after receiving such notice or becoming aware that the Depositary has ceased to be a
“clearing agency,” (B) the Issuer determines in its sole discretion to issue Designated Notes in exchange for a Global Security or (C) an Event of Default with respect to the securities represented by such Global Security has occurred
and is continuing. Any Global Security exchanged pursuant to the preceding sentence shall be so exchanged as directed by the Depositary. Any Designated Security issued in exchange for a Global Security or any portion thereof shall be a Global
Security; provided, however, that any such Security so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Security. 

Designated Securities issued in exchange for a Global Security or any portion thereof that are not issued as a Global Security shall be issued
in definitive, fully registered form, without interest coupons, shall have a principal amount equal to that of such Global Security or portion thereof to be so exchanged and shall be registered in such names and be in such authorized denominations
as the Depositary shall designate. 












 ARTICLE 5 

MISCELLANEOUS PROVISIONS 
 SECTION
5.01. Applicability of this Second Supplemental Indenture. The provisions of this Second Supplemental Indenture will be applicable solely to the Designated Securities. 

SECTION 5.02. Adoption, Ratification and Confirmation. The Indenture, as supplemented by this Second Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed. 
 SECTION 5.03. Counterparts. This Second Supplemental Indenture may be executed in
any number of counterparts, each of which when so executed shall be deemed an original; and all such counterparts shall together constitute but one and the same instrument. 

SECTION 5.04. Governing Law. This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the
state of New York. 
 SECTION 5.05. Trustee Makes No Representation. The Trustee makes no representation as to the validity or
sufficiency of this Second Supplemental Indenture. The recitals contained herein are made by the Issuer and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. 












 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed as of the day and year first written above. 
  

			
	THE PROGRESSIVE CORPORATION
		
	By:	 	/s/ John P. Sauerland
		 	Name: John P. Sauerland
		 	Title: Vice President


  

			
	Attest
		
	By:	 	/s/ Daniel P. Mascaro
		 	Name: Daniel P. Mascaro
		 	Title: Secretary

  

			
	 U.S. BANK NATIONAL ASSOCIATION,
 as
Trustee

		
	By:	 	/s/ Steven J. Gomes
		 	Name: Steven J. Gomes
		 	Title: Vice President


  

					
	 STATE OF OHIO
	  	)
ss:
	 COUNTY OF CUYAHOGA
	  	)

 On this                day
of                 , 2020, before me personally came John P. Sauerland, to me personally known, who, being by me duly sworn, did depose and say that he is an officer of
THE PROGRESSIVE CORPORATION, one of the corporations described in and which executed the above instrument; that he knows the corporate seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed
by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority. 
  

			
		  	 Notary Public
 My commission

expires:

	 [Notarial Seal]
	  	
	 COMMONWEALTH OF MASSACHUSETTS
	  	) ss:
	 COUNTY OF SUFFOLK
	  	)

 On this                day
of                 , 2020, before me personally came Steven J. Gomes, to me personally known, who, being by me duly sworn, did depose and say that he is a resident of
SUFFOLK County, COMMONWEALTH OF MASSACHUSETTS; that he is an authorized officer of U.S. BANK NATIONAL ASSOCIATION, the corporation described in and which executed the above instrument; and that he signed his name thereto by authority of the Board of
Directors of said corporation. 
  

			
		  	 Notary Public

My commission

expires:

	 [Notary Seal]