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Exhibit No. 4(B)
COMMERCIAL NOTE: REVOLVING CREDIT (Ohio)
One Month LIBOR Daily Indexed - Corporate Flex
Amount City Date FOR BANK USE ONLY
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$10,000,000.00 CLEVELAND, OHIO JANUARY 27, 2004 Obligor # 7119497976
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Tax I. D. # 34-0963169
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Obligation #
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Office CORP. BANKING
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FOR VALUE RECEIVED, THE PROGRESSIVE CORPORATION ("BORROWER"), AN OHIO
CORPORATION, whose mailing address is 6300 WILSON MILLS ROAD, MAYFIELD VILLAGE,
OH 44143, hereby promises to pay to the order of National City Bank ("BANK"), a
national banking association having a banking office at 1900 EAST 9TH STREET,
CLEVELAND, OH 44114, Attention: Commercial Loan Division at the address
specified on the bills received by Borrower from Bank (or at such other place as
Bank may from time to time designate by written notice) in lawful money of the
United States of America, the principal sum of TEN MILLION AND 00/100 DOLLARS or
such lesser amount as may appear on this Note, or as may be entered in a loan
account on Bank's books and records, or both, together with interest, all as
provided below.
1. COMMITMENT. This Note evidences an arrangement (the "SUBJECT COMMITMENT")
whereby Borrower may, on the date of this Note and thereafter until (but not
including) January 26, 2005 (the "EXPIRATION DATE") or such earlier date upon
which the Subject Commitment is terminated or reduced to zero, obtain from Bank,
subject to the terms and conditions of this Note, such loans (each a "SUBJECT
LOAN") as Borrower may from time to time properly request. The amount of the
Subject Commitment shall be equal to the face amount of this Note, provided,
that Borrower shall have the right, at any time and from time to time, to
permanently reduce the amount of the Subject Commitment to any amount that is an
integral multiple of ONE THOUSAND AND 00/100 DOLLARS ($1,000.00) (the "MINIMUM
BORROWING AMOUNT") by giving Bank not less than one (1) Banking Day's prior
notice (which shall be irrevocable) of the effective date of the reduction,
provided, that no reduction in the amount of the Subject Commitment shall be
effective if, after giving effect to that reduction, the aggregate unpaid
principal balance of the Subject Loans would exceed the amount of the Subject
Commitment as so reduced. Regardless of any fee or other consideration received
by Bank, the Subject Commitment may be terminated pursuant to section 10.
2. FEES. Borrower shall pay Bank a commitment fee (a) in arrears on APRIL 1,
2004 and quarterly thereafter and upon the termination of the Subject Commitment
or the reduction thereof to zero, (b) based on the average daily difference
between the amount of the Subject Commitment and the aggregate unpaid principal
balance of the Subject Loans during the period from the due date of the last
such fee (or, if none, the date of this Note) to the due date of the fee in
question, and (c) computed at the rate of 0.125% per annum.
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3. LOAN REQUESTS; DISBURSEMENT. A Subject Loan is properly requested if
requested orally or in writing not later than 2:00 p. m., Banking-Office Time,
of the Banking Day upon which that Subject Loan is to be made. Each request for
a Subject Loan shall of itself constitute, both when made and when honored, a
representation and warranty by Borrower to Bank that Borrower is entitled to
obtain the requested Subject Loan. Bank is hereby irrevocably authorized to make
an appropriate entry on this Note, in a loan account on Bank's books and
records, or both, whenever Borrower obtains a Subject Loan. Each such entry
shall be prima facie evidence of the data entered, but the making of such an
entry shall not be a condition to Borrower's obligation to pay. Bank is hereby
directed, absent notice from Borrower to the contrary, to disburse the proceeds
of each Subject Loan to Borrower's general checking account with Bank. Bank
shall have no duty to follow, nor any liability for, the application of any
proceeds of any Subject Loan.
4. CONDITIONS: SUBJECT LOANS. Each Subject Loan shall be in an amount that is an
integral multiple of the Minimum Borrowing Amount. Borrower shall not be
entitled to obtain any Subject Loan (a) on or after the termination of the
Subject Commitment or the reduction thereof to zero, (b) if either at the time
of Borrower's request for that loan or when that request is honored there shall
exist or would occur any Event of Default, (c) if any representation, warranty,
or other statement (other than any expressly made as of a single date) made by
any Person (other than Bank) in any Related Writing would, if made either as of
the time of Borrower's request for that Subject Loan or as of the time when that
request is honored, be untrue or incomplete in any respect, or (d) if after
giving effect to that Subject Loan and all others for which requests are then
pending, the aggregate unpaid principal balance of the Subject Loans would
exceed the then amount of the Subject Commitment.
5. INTEREST. The unpaid principal balance of each Subject Loan shall at all
times bear interest at the Contract Rate, provided, that so long as (a) any
principal of any Subject Loan remains unpaid after Bank shall have given
Borrower notice of demand for any such principal in accordance with the terms of
this Note or after the commencement of any Proceeding with respect to Borrower,
or (b) any accrued interest on any Subject Loan remains unpaid after the due
date of that interest, then, and in each such case, all unpaid principal of this
Note and all overdue interest on that principal shall bear interest at a
fluctuating rate equal to two percent (2%) per annum above the Prime Rate;
provided further, that in no event shall any principal of or interest on any
Subject Loan bear interest at any time after the giving of any such notice or
the commencement of any such Proceeding, whichever shall first occur, at a
lesser rate than the rate applicable thereto immediately after the giving of
that notice or the commencement of that Proceeding, as the case may be. The
"CONTRACT RATE" shall be a fluctuating rate EQUAL to the PRIME RATE provided,
that Borrower shall have the right from time to time to irrevocably elect a
fluctuating rate equal to 0.375% per annum plus One Month LIBOR, provided, that
in the event One Month LIBOR is unavailable as a result of Bank's good faith
determination of the occurrence of one of the events specified in section 6, the
"CONTRACT RATE" shall be a fluctuating rate EQUAL to the PRIME RATE. Interest on
each Subject Loan shall be payable in arrears on April 1, 2004, and on the first
(1st) day of each QUARTER thereafter, at Maturity and on demand thereafter. The
One
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Month LIBOR rate shall be adjusted by Bank, as necessary, at the end of each
Banking Day during the term hereof. Bank shall not be required to notify
Borrower of any adjustment in the One Month LIBOR rate; however, Borrower may
request a quote of the prevailing Contract Rate on any Banking Day.
6. LIBOR UNAVAILABLE. Notwithstanding any provision or inference to the
contrary, the Contract Rate shall not be based on One Month LIBOR if Bank shall
determine in good faith that (a) any governmental authority has asserted that it
is unlawful for Bank to fund, make, or maintain loans bearing interest based on
One Month LIBOR, or (b) circumstances affecting the market selected by Bank for
the purpose of funding the Subject Loans make it impracticable for Bank to
determine One Month LIBOR. Bank's books and records shall be conclusive (absent
obvious error) as to whether Bank shall have determined that the Contract Rate
is prohibited from being based on One Month LIBOR. If the Contract Rate is
prohibited from being based on One Month LIBOR as a result of the occurrence of
one of the events referenced in this section 6, then, and in each such case,
notwithstanding any provision or inference to the contrary, the then outstanding
principal balance of this Note shall, upon Bank giving Borrower notice of Bank's
determination of the occurrence of such an event, bear interest at a Contract
Rate based on the Prime Rate as contemplated in section 5.
7. REPAYMENT. Subject to section 10, each Subject Loan shall be due and payable
in full on the Expiration Date. Borrower shall have the right to prepay the
principal of the Subject Loans in whole or in part, provided, that each such
prepayment shall be in an amount that is an integral multiple of the Minimum
Borrowing Amount. Each prepayment of a Subject Loan may be made without premium
or penalty. If any payment is required to be made on a day which is not a
Banking Day, such payment shall be due on the next immediately following Banking
Day and interest shall continue to accrue at the applicable rate.
8. DEFINITIONS. As used in this Note, except where the context clearly requires
otherwise, "AFFILIATE" means, when used with reference to any Person (the
"subject"), a Person that is in control of, under the control of, or under
common control with, the subject, the term "control" meaning the possession,
directly or indirectly, of the power to direct the management or policies of a
Person, whether through the ownership of voting securities, by contract, or
otherwise; "BANK DEBT" means, collectively, all Debt to Bank, whether incurred
directly to Bank or acquired by it by purchase, pledge, or otherwise, and
whether participated to or from Bank in whole or in part; "BANKING DAY" means
any day (other than any Saturday, Sunday or legal holiday) on which Bank's
banking office is open to the public for carrying on substantially all of its
banking functions; "BANKING-OFFICE TIME" means, when used with reference to any
time, that time determined at the location of Bank's banking office; "DEBT"
means, collectively, all obligations of the Person or Persons in question,
including, without limitation, every such obligation whether owing by one such
Person alone or with one or more other Persons in a joint, several, or joint and
several capacity, whether now owing or hereafter arising, whether owing
absolutely or contingently, whether created by lease, loan, overdraft, guaranty
of payment, or other contract, or by quasi-contract, tort, statute,
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other operation of law, or otherwise; "MATURITY" means, when used with reference
to any Subject Loan, the date (whether occurring by lapse of time, acceleration,
or otherwise) upon which that Subject Loan is due; "NOTE" means this promissory
note (including, without limitation, each addendum, allonge, or amendment, if
any, hereto); "OBLIGOR" means any Person who, or any of whose property, shall at
the time in question be obligated in respect of all or any part of the Bank Debt
of Borrower and (in addition to Borrower) includes, without limitation,
co-makers, indorsers, guarantors, pledgors, hypothecators, mortgagors, and any
other Person who agrees, conditionally or otherwise, to assure such other
Obligor's creditors or any of them against loss; "ONE MONTH LIBOR" means, with
respect to a loan, the rate per annum (rounded upwards, if necessary, to the
next higher 1/16 of 1%) determined by Bank and equal to the average rate per
annum at which deposits (denominated in United States dollars) in an amount
similar to the principal amount of that loan and with a maturity one month after
the date of reference are offered at 11:00 A.M. London time (or as soon
thereafter as practicable) on the date of reference by banking institutions in
the London, United Kingdom market, as such interest rate is referenced and
reported by the British Bankers Association in the Bridge Financial Telerate
system "Page 3750" report or, if the same is unavailable, any other generally
accepted authoritative source of such interest rate as Bank may reference from
time to time;"PERSON" means an individual or entity of any kind, including,
without limitation, any association, company, cooperative, corporation,
partnership, trust, governmental body, or any other form or kind of entity;
"PRIME RATE" means the fluctuating rate per annum which is publicly announced
from time to time by Bank as being its so-called "prime rate" or "base rate"
thereafter in effect, with each change in the Prime Rate automatically,
immediately, and without notice changing the Prime Rate thereafter applicable
hereunder, it being acknowledged that the Prime Rate is not necessarily the
lowest rate of interest then available from Bank on fluctuating-rate loans;
"PROCEEDING" means any assignment for the benefit of creditors, any case in
bankruptcy, any marshalling of any Obligor's assets for the benefit of
creditors, any moratorium on the payment of debts, or any proceeding under any
law relating to conservatorship, insolvency, liquidation, receivership,
trusteeship, or any similar event, condition, or other thing; "RELATED WRITING"
means this Note and any indenture, note, guaranty, assignment, mortgage,
security agreement, subordination agreement, notice, financial statement, legal
opinion, certificate, or other writing of any kind pursuant to which all or any
part of the Bank Debt of Borrower is issued, which evidences or secures all or
any part of the Bank Debt of Borrower, which governs the relative rights and
priorities of Bank and one or more other Persons to payments made by, or the
property of, any Obligor, which is delivered to Bank pursuant to another such
writing, or which is otherwise delivered to Bank by or on behalf of any Person
(or any employee, officer, auditor, counsel, or agent of any Person) in respect
of or in connection with all or any part of the Bank Debt of Borrower;
"REPORTING PERSON" means each Obligor and each member of any "Reporting Group"
as defined in any addendum to this Note; and the foregoing definitions shall be
applicable to the respective plurals of the foregoing defined terms.
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9. EVENTS OF DEFAULT. It shall be an "EVENT OF DEFAULT" if (a) all or any part
of the Bank Debt of any Obligor shall not be paid in full promptly when due
(whether by lapse of time, acceleration, or otherwise); (b) any representation,
warranty, or other statement made by any Person (other than Bank) in any Related
Writing shall be untrue or materially incomplete in any respect when made; (c)
any Person (other than Bank) shall repudiate or shall fail or omit to perform or
observe any agreement contained in this Note or in any other Related Writing
that is on that Person's part to be complied with; (d) any indebtedness (other
than any evidenced by this Note) of Borrower shall not be paid when due, or
there shall occur any event, condition, or other thing which gives (or which
with the lapse of any applicable grace period, the giving of notice, or both
would give) any creditor the right to accelerate or which automatically
accelerates the maturity of any such indebtedness; (e) Bank shall not receive
(in addition to any information described in any addendum to this Note) without
expense to Bank, (i) forthwith upon each request of Bank made upon Borrower
therefor, (A) such information in writing regarding each Reporting Person's
financial condition, properties, business operations, if any, prepared, in the
case of financial information, in accordance with generally accepted accounting
principles consistently applied and otherwise in form and detail satisfactory to
Bank or (B) written permission, in form and substance satisfactory to Bank, from
each Reporting Person to inspect (or to have inspected by one or more Persons
selected by Bank) the properties and records of that Reporting Person or (ii)
prompt written notice whenever Borrower (or any director, employee, officer, or
agent of Borrower) knows or has reason to know that any Event of Default has
occurred; (f) any final unpaid judgment which is not subject to further appeal
by any Obligor and is not paid within one hundred twenty (120) days after the
date of such judgment shall have been entered against any Obligor in any
judicial or administrative tribunal or before any arbitrator or mediator and the
aggregate amount of all such final unpaid judgments against such Obligor would
have a material adverse effect on the financial condition of such Obligor; (g)
any Obligor shall fail or omit to comply with any applicable law, rule,
regulation, or order in any material respect; (h) any proceeds of any Subject
Loan shall be used for any purpose that is not in the ordinary course of
Borrower's business; (i) Borrower's senior unsecured debt shall have a rating of
less than A3 by Moody's Investors Service or A- by Standard & Poor's
Corporation; (j) Borrower shall at any time or over any period of time sell,
lease, or otherwise dispose of all or any material part of Borrower's assets,
except for inventory sold in the ordinary course of business and other assets
sold, leased, or otherwise disposed of with the consent of Bank; (k) Borrower
shall cease to exist or shall be dissolved, become legally incapacitated, or
die; (l) any Proceeding shall be commenced with respect to Borrower; (m) there
shall occur or commence to exist any event, condition, or other thing that
constitutes an "Event of Default" as defined in any addendum to this Note; (n)
there shall occur any event, condition, or other thing that has, or, in Bank's
judgment, is likely to have, a material adverse effect on the financial
condition, properties, or business operations of Borrower or on Bank's ability
to enforce or exercise any agreement or right arising under, out of, or in
connection with any Related Writing; or (o) the holder of this Note shall, in
good faith, believe that the prospect of payment or performance of any
obligation evidenced by this Note is impaired.
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10. EFFECTS OF DEFAULT. If any Event of Default (other than the commencement of
any Proceeding with respect to Borrower) shall occur, then, and in each such
case, notwithstanding any provision or inference to the contrary, Bank shall
have the right in its discretion, by giving written notice to Borrower, to (a)
immediately terminate the Subject Commitment (if not already terminated or
reduced to zero) and (b) declare each Subject Loan (if not already due) to be
due, whereupon each Subject Loan shall immediately become due and payable in
full. If any Proceeding shall be commenced with respect to Borrower, then,
notwithstanding any provision or inference to the contrary, automatically,
without presentment, protest, or notice of dishonor, all of which are waived by
all makers and all indorsers of this Note, now or hereafter existing, (i) the
Subject Commitment shall immediately terminate (if not already terminated or
reduced to zero) and (ii) each Subject Loan (if not already due) shall
immediately become due and payable in full.
11. LATE CHARGES. If any principal of or interest on any Subject Loan is not
paid within ten (10) days after its due date, then, and in each such case, Bank
shall have the right to assess a late charge, payable by Borrower on demand, in
an amount equal to the greater of twenty dollars ($20.00) or five percent (5%)
of the amount not timely paid.
12. NO SETOFF. Borrower hereby waives any and all now existing or hereafter
arising rights to recoup or offset any obligation of Borrower under or in
connection with this Note or any Related Writing against any claim or right of
Borrower against Bank.
13. INDEMNITY: GOVERNMENTAL COSTS. If (a) there shall be enacted any law
(including, without limitation, any change in any law or in its interpretation
or administration and any request by any governmental authority) relating to any
interest rate or any assessment, reserve, or special deposit requirement (except
if and to the extent utilized in computation of the Reserve Percentage) against
assets held by, deposits in, or loans by Bank or to any tax (other than any tax
on Bank's overall net income) and (b) in Bank's sole opinion any such event
increases the cost of funding or maintaining any LIBOR Unit or reduces the
amount of any payment to be made to Bank in respect thereof, then, and in each
such case, upon written notice from Bank to Borrower, Borrower shall pay Bank an
amount equal to each such cost increase or reduced payment, as the case may be.
In determining any such amount, Bank may use reasonable averaging and
attribution methods.
14. INDEMNITY: CAPITAL ADEQUACY. If (a) at any time any governmental authority
shall require National City Corporation, a Delaware corporation, its successors
or assigns, or Bank, whether or not the requirement has the force of law, to
maintain, as support for the Subject Commitment, capital in a specified minimum
amount that either is not required or is greater than that required at the date
of this Note, whether the requirement is implemented pursuant to the "risk-based
capital guidelines" (published at 12 CFR 3 in respect of "national banking
associations", 12 CFR 208 in respect of "state member banks", and 12 CFR 225 in
respect of "bank holding companies") or otherwise, and (b) as a result thereof
the rate of return on capital of National City Corporation, its successors or
6
assigns, or Bank or both (taking into account their then policies as to capital
adequacy and assuming full utilization of their capital) shall be directly or
indirectly reduced by reason of any new or added capital thereby attributable to
the Subject Commitment; then, and in each such case, Borrower shall, on Bank's
demand, pay Bank as an additional fee such amounts as will in Bank's reasonable
opinion reimburse National City Corporation, its successors and assigns, and
Bank for any such reduced rate of return; provided, that Borrower shall not be
required to pay such additional fee if, within twenty (20) days after receipt of
Bank's demand for such additional fee, Borrower terminates the Subject
Commitment and pays all amounts owing under this Note in full. In determining
the amount of any such fee, Bank may use reasonable averaging and attribution
methods. Each determination by Bank shall be conclusive absent obvious error.
15. INDEMNITY: ADMINISTRATION AND ENFORCEMENT. Borrower will reimburse Bank, on
Bank's demand from time to time, for any and all fees, costs, and expenses
(including, without limitation, the fees and disbursements of legal counsel)
incurred by Bank in protecting, enforcing, or attempting to protect or enforce
its rights under this Note. If any amount (other than any principal of any
Subject Loan and any interest and late charges) owing under this Note is not
paid when due, then, and in each such case, Borrower shall pay, on Bank's
demand, interest on that amount from the due date thereof until paid in full at
a fluctuating rate equal to two percent (2%) per annum plus the Prime Rate.
16. WAIVERS; REMEDIES; APPLICATION OF PAYMENTS. Bank may from time to time in
its discretion grant waivers and consents in respect of this Note or any other
Related Writing or assent to amendments thereof, but no such waiver, consent, or
amendment shall be binding upon Bank unless set forth in a writing (which
writing shall be narrowly construed) signed by Bank. No course of dealing in
respect of, nor any omission or delay in the exercise of, any right, power, or
privilege by Bank shall operate as a waiver thereof, nor shall any single or
partial exercise thereof preclude any further or other exercise thereof or of
any other, as each such right, power, or privilege may be exercised either
independently or concurrently with others and as often and in such order as Bank
may deem expedient. Without limiting the generality of the foregoing, neither
Bank's acceptance of one or more late payments or charges nor Bank's acceptance
of interest on overdue amounts at the respective rates applicable thereto shall
constitute a waiver of any right of Bank. Each right, power, or privilege
specified or referred to in this Note is in addition to and not in limitation of
any other rights, powers, and privileges that Bank may otherwise have or acquire
by operation of law, by other contract, or otherwise. Bank shall have the right
to apply payments in respect of the indebtedness evidenced by this Note with
such allocation to the respective parts thereof as Bank in its sole discretion
may from time to time deem advisable.
17. OTHER PROVISIONS. The provisions of this Note shall bind Borrower and
Borrower's successors and assigns and benefit Bank and its successors and
assigns, including each subsequent holder, if any, of this Note, provided, that
no Person other than Borrower may obtain Subject Loans; provided further, that
neither any such holder of this Note nor any
7
assignee of any Subject Loan, whether in whole or in part, shall thereby become
obligated to grant Borrower any Subject Loan. Except for Borrower and Bank and
their respective successors and assigns, there are no intended beneficiaries of
this Note or the Subject Commitment. The provisions of sections 11 through 21,
both inclusive, shall survive the payment in full of the principal of and
interest on this Note. The captions to the sections and subsections of this Note
are inserted for convenience only and shall be ignored in interpreting the
provisions thereof. Each reference to a section includes a reference to all
subsections thereof (i.e., those having the same character or characters to the
left of the decimal point) except where the context clearly does not so permit.
If any provision in this Note shall be or become illegal or unenforceable in any
case, then that provision shall be deemed modified in that case so as to be
legal and enforceable to the maximum extent permitted by law while most nearly
preserving its original intent, and in any case the illegality or
unenforceability of that provision shall affect neither that provision in any
other case nor any other provision. All fees, interest, and premiums for any
given period shall accrue on the first day thereof but not on the last day
thereof (unless the last day is the first day) and in each case shall be
computed on the basis of a 360-day year and the actual number of days in the
period. In no event shall interest accrue at a higher rate than the maximum
rate, if any, permitted by law. Bank shall have the right to furnish to its
Affiliates information concerning the business, financial condition, and
property of Borrower, the amount of the Bank Debt of Borrower, and the terms,
conditions, and other provisions applicable to the respective parts thereof.
This Note shall be governed by the law (excluding conflict of laws rules) of the
State of Ohio.
18. INTEGRATION. This Note and, to the extent consistent with this Note, the
other Related Writings, set forth the entire agreement of Borrower and Bank as
to the subject matter of this Note, and may not be contradicted by evidence of
any agreement or statement unless made in a writing (which writing shall be
narrowly construed) signed by Bank contemporaneously with or after the execution
and delivery of this Note. Without limiting the generality of the foregoing,
Borrower hereby acknowledges that Bank has not based, conditioned, or offered to
base or condition the credit hereby evidenced or any charges, fees, interest
rates, or premiums applicable thereto upon Borrower's agreement to obtain any
other credit, property, or service other than any loan, discount, deposit, or
trust service from Bank. In the event and to the extent of any conflict between
the terms hereof and the terms of any exhibit, schedule, addendum, allonge,
modification, or amendment hereto, the terms of such exhibit, schedule,
addendum, allonge, modification or amendment shall control.
19. NOTICES AND OTHER COMMUNICATIONS. Each notice, demand, or other
communication, whether or not received, shall be deemed to have been given to
Borrower on the fourth (4th) Banking Day after Bank shall have mailed a writing
to that effect by certified or registered mail to Borrower at Borrower's mailing
address (or any other address of which Borrower shall have given Bank notice
after the execution and delivery of this Note); however, no other method of
giving actual notice to Borrower is hereby precluded. Borrower hereby
irrevocably accepts Borrower's appointment as each Obligor's agent for the
purpose of receiving any notice, demand, or other communication to be given by
8
Bank to each such Obligor pursuant to any Related Writing. Each communication to
be given to Bank shall be in writing unless this Note expressly permits that
communication to be made orally, and in any case shall be given to Bank at
Bank's banking office (or any other address of which Bank shall have given
notice to Borrower after the execution and delivery this Note). Borrower hereby
assumes all risk arising out of or in connection with each oral communication
given by Borrower and each communication given or attempted by Borrower in
contravention of this section. Bank shall be entitled to rely on each
communication believed in good faith by Bank to be genuine.
20. JURISDICTION AND VENUE; WAIVER OF JURY TRIAL. Any action, claim,
counterclaim, crossclaim, proceeding, or suit, whether at law or in equity,
whether sounding in tort, contract, or otherwise at any time arising under or in
connection with this Note or any other Related Writing, the administration,
enforcement, or negotiation of this Note or any other Related Writing, or the
performance of any obligation in respect of this Note or any other Related
Writing (each such action, claim, counterclaim, crossclaim, proceeding, or suit,
an "ACTION") may be brought in any federal or state court located in
northeastern Ohio. Borrower hereby unconditionally submits to the jurisdiction
of any such court with respect to each such Action and hereby waives any
objection Borrower may now or hereafter have to the venue of any such Action
brought in any such court. BORROWER HEREBY, AND EACH HOLDER OF THIS NOTE, BY
TAKING POSSESSION THEREOF, KNOWINGLY AND VOLUNTARILY WAIVES JURY TRIAL IN
RESPECT OF ANY ACTION.
Borrower:
THE PROGRESSIVE CORPORATION
By: /s/ Glenn M. Renwick
----------------------------------------
Printed Name: Glenn M. Renwick
Title: President and Chief Executive Officer
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