EXHIBIT 4.6
(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:
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Stephen D. Peterson
Treasurer
Attest:
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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.
ii
"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.
iii
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.
iv
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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_______________________________________________________________________________
(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
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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.
v