Employment Agreement

Amendment #1 to Employment Agreement

Executive Separation Agreement

Amendment #1 to Executive Separation Agreement

Amendment #2 to Executive Separation Agreement

Amendment #3 to Executive Separation Agreement

 

 

EXHIBIT NO. 10(D)

                              EMPLOYMENT AGREEMENT

 

                  This EMPLOYMENT AGREEMENT, dated as of the 24th day of August,

2001 (this "Agreement"), by and between THE PROGRESSIVE CORPORATION, an Ohio

corporation (the "Company"), and Glenn M. Renwick (the "Executive").

 

                  WHEREAS, the Board of Directors of the Company (the "Board")

has determined that it is in the best interests of the Company and its

shareholders to assure that the Company will have the continued dedication of

the Executive, notwithstanding the possibility, threat or occurrence of a Change

of Control (as defined herein). The Board believes it is imperative to diminish

the inevitable distraction of the Executive by virtue of the personal

uncertainties and risks created by a pending or threatened Change of Control and

to encourage the Executive's full attention and dedication to the current

Company and in the event of any threatened or pending Change of Control, and to

provide the Executive with compensation and benefits arrangements upon a Change

of Control that ensure that the compensation and benefits expectations of the

Executive will be satisfied and that are competitive with those of other

corporations. Therefore, in order to accomplish these objectives, the Board has

caused the Company to enter into this Agreement.

 

                  NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

 

                  SECTION 1. CERTAIN DEFINITIONS.

 

                  (a) "Effective Date" means the first date during the Change of

Control Period (as defined herein) on which a Change of Control occurs.

Notwithstanding anything in this Agreement to the contrary, if a Change of

Control occurs and if the Executive's employment with the Company is terminated

prior to the date on which the Change of Control occurs, and if it is reasonably

demonstrated by the Executive that such termination of employment (1) was at the

request of a third party that has taken steps reasonably calculated to effect a

Change of Control or (2) otherwise arose in connection with or in anticipation

of a Change of Control, then "Effective Date" means the date immediately prior

to the date of such termination of employment.

 

                  (b) "Change of Control Period" means the period commencing on

the date hereof and ending on the third anniversary of the date hereof;

provided, however, that, commencing on the date one year after the date hereof,

and on each annual anniversary of such date (such date and each annual

anniversary thereof, the "Renewal Date"), unless previously terminated, the

Change of Control Period shall be automatically extended so as to terminate

three years from such Renewal Date, unless, at least 60 days prior to the

Renewal Date, the Company shall give notice to the Executive that the Change of

Control Period shall not be so extended.

 

                  (c) "Company" means the Company as hereinbefore defined and

any successor to its business and/or assets as described below whether by

merger, consolidation, purchase or otherwise, that assumes and is bound to

perform this Agreement by operation of law or otherwise.

 

                  (d) "Affiliated company" means any company controlled by,

controlling or under common control with the Company.

 

 

 

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                  (e) "Change of Control" means:

 

                      (1) The acquisition by any individual, entity or group

         (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities

         Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of

         beneficial ownership (within the meaning of Rule 13d-3 promulgated

         under the Exchange Act) of 20% or more of either (A) the

         then-outstanding common shares of the Company (the "Outstanding Company

         Common Shares") or (B) the combined voting power of the

         then-outstanding voting securities of the Company entitled to vote

         generally in the election of directors (the "Outstanding Company Voting

         Securities"); provided, however, that, for purposes of this Agreement,

         the following acquisitions shall not constitute a Change of Control:

         (i) any acquisition directly from the Company, (ii) any acquisition by

         the Company, (iii) any acquisition by any employee benefit plan (or

         related trust) sponsored or maintained by the Company or any affiliated

         company, (iv) any acquisition by any corporation pursuant to a

         transaction that complies with Sections 1(d)(3)(A), 1(d)(3)(B) and

         1(d)(3)(C), or (v) any acquisition of 20% or more of the Outstanding

         Company Common Shares or Outstanding Company Voting Securities by any

         Person who has acquired the Outstanding Company Common Shares or

         Outstanding Company Voting Securities in the ordinary course of

         business for investment purposes only and not with the purpose or

         effect of changing or influencing the control of the Company, or in

         connection with or as a participant in any transaction having such

         purpose or effect ("Investment Intent"), as demonstrated by the filing

         by such Person of a statement on Schedule 13G (including amendments

         thereto) pursuant to Regulation 13D under the Exchange Act, as long as

         such Person continues to hold the Outstanding Company Common Shares or

         Outstanding Company Voting Securities with an Investment Intent, unless

         the Incumbent Board (as defined below) determines, by a majority vote,

         that the acquisition or holding of Outstanding Company Common Shares or

         Outstanding Company Voting Securities by such Person constitutes a

         Change of Control.

 

                      (2) Individuals who, as of the date hereof, constitute the

         Board (the "Incumbent Board") cease for any reason to constitute at

         least a majority of the Board; provided, however, that any individual

         becoming a director subsequent to the date hereof whose election, or

         nomination for election by the Company's shareholders, was approved by

         a vote of at least a majority of the directors then comprising the

         Incumbent Board shall be considered as though such individual were a

         member of the Incumbent Board, but excluding, for this purpose, any

         such individual whose initial assumption of office occurs as a result

         of an actual or threatened election contest with respect to the

         election or removal of directors or other actual or threatened

         solicitation of proxies or consents by or on behalf of a Person other

         than the Board.

 

                      (3) Consummation of a reorganization, merger,

         consolidation or sale or other disposition of all or substantially all

         of the assets of the Company (a "Business Combination"), in each case,

         unless, immediately following such Business Combination, (A) all or

         substantially all of the individuals and entities that were the

         beneficial owners of the Outstanding Company Common Shares and the

         Outstanding Company Voting Securities immediately prior to such

         Business Combination beneficially own, directly or indirectly,

 

 

 

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         more than 60% of the then-outstanding common shares and the combined

         voting power of the then-outstanding voting securities entitled to vote

         generally in the election of directors, as the case may be, of the

         corporation resulting from such Business Combination (including,

         without limitation, a corporation that, as a result of such

         transaction, owns the Company or all or substantially all of the

         Company's assets either directly or through one or more subsidiaries)

         in substantially the same proportions as their ownership immediately

         prior to such Business Combination of the Outstanding Company Common

         Shares and the Outstanding Company Voting Securities, as the case may

         be, (B) no Person (excluding any corporation resulting from such

         Business Combination or any employee benefit plan (or related trust) of

         the Company or such corporation resulting from such Business

         Combination) beneficially owns, directly or indirectly, 20% or more of,

         respectively, the then-outstanding common shares of the corporation

         resulting from such Business Combination or the combined voting power

         of the then-outstanding voting securities of such corporation, except

         to the extent that such ownership existed prior to the Business

         Combination, and (C) at least a majority of the members of the board of

         directors of the corporation resulting from such Business Combination

         were members of the Incumbent Board at the time of the execution of the

         initial agreement or of the action of the Board providing for such

         Business Combination; or

 

                      (4) Approval by the shareholders of the Company of a

         complete liquidation or dissolution of the Company.

 

                  SECTION 2. EMPLOYMENT PERIOD. The Company hereby agrees to

continue the Executive in its employ, and the Executive hereby agrees to remain

in the employ of the Company, subject to the terms and conditions of this

Agreement, for the period commencing on the Effective Date and ending on the

third anniversary of the Effective Date (the "Employment Period").

 

                  SECTION 3. TERMS OF EMPLOYMENT.

 

                  (a) POSITION AND DUTIES.

 

                      (1) During the Employment Period, (A) the Executive's

         position (including status, offices, titles and reporting

         requirements), authority, duties and responsibilities shall be at least

         commensurate in all material respects with the most significant of

         those held or exercised by and assigned to the Executive at any time

         during the 120-day period immediately preceding the Effective Date and

         (B) the Executive's services shall be performed at the office where the

         Executive was employed immediately preceding the Effective Date or at

         any other location less than 25 miles from such office.

 

                      (2) During the Employment Period, and excluding any

         periods of vacation and sick leave to which the Executive is entitled,

         the Executive agrees to devote reasonable attention and time during

         normal business hours to the business and affairs of the Company and,

         to the extent necessary to discharge the responsibilities assigned to

         the Executive hereunder, to use the Executive's reasonable best efforts

         to perform faithfully and efficiently such responsibilities to the best

         of his or her ability. During the Employment Period, it shall not be a

         violation of this Agreement for the Executive to (A) serve on

         corporate, civic or

 

 

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         charitable boards or committees, (B) deliver lectures, fulfill speaking

         engagements or teach at educational institutions and (C) manage

         personal investments, so long as such activities do not significantly

         interfere with the performance of the Executive's responsibilities as

         an officer or employee of the Company in accordance with this

         Agreement. It is expressly understood and agreed that, to the extent

         that any such activities have been conducted by the Executive prior to

         the Effective Date, the continued conduct of such activities (or the

         conduct of activities similar in nature and scope thereto) subsequent

         to the Effective Date shall not thereafter be deemed to interfere with

         the performance of the Executive's responsibilities to the Company.

 

                  (b) COMPENSATION.

 

                      (1) BASE SALARY. During the Employment Period, the

         Executive shall receive an annual base salary (the "Annual Base

         Salary"), which Annual Base Salary shall be at least equal to 12 times

         the highest monthly base salary paid or payable, including any base

         salary that has been earned but deferred, to the Executive by the

         Company and the affiliated companies during the 12-month period

         immediately preceding the month in which the Effective Date occurs. The

         Annual Base Salary shall be paid one-twelfth (1/12th) each month.

         During the Employment Period, the Annual Base Salary shall be reviewed

         at least annually, beginning no more than 12 months after the last

         salary increase awarded to the Executive prior to the Effective Date.

         Any increase in the Annual Base Salary shall not serve to limit or

         reduce any other obligation to the Executive under this Agreement.

         During the Employment Period, the Annual Base Salary shall not be

         reduced after any such increase and the term "Annual Base Salary" shall

         refer to the Annual Base Salary as so increased.

 

                      (2) ANNUAL BONUS. In addition to the Annual Base Salary,

         the Executive shall be awarded, for each fiscal year ending during the

         Employment Period, an annual bonus (the "Annual Bonus") in cash at

         least equal to the Executive's highest bonus under the Company's

         Executive Bonus and/or Gainsharing Plans, or any comparable bonus under

         any predecessor or successor plan, for the last three full fiscal years

         prior to the Effective Date (annualized, in the event that the

         Executive was not employed by the Company for the whole of such fiscal

         year) (the "Recent Annual Bonus"). Each such Annual Bonus shall be paid

         no later than the end of the third month of the fiscal year next

         following the fiscal year for which the Annual Bonus is awarded, except

         to the extent that the Executive shall elect to defer the receipt of

         such Annual Bonus pursuant to and in accordance with the Company's

         Executive Deferral Plan or any successor plan thereto then in effect.

 

                      (3) COMPANY STOCK OPTION PLANS. During the Employment

         Period, the Executive shall be entitled to participate in all stock

         option plans, practices, policies and programs applicable generally to

         other peer executives of the Company and the affiliated companies, but

         in no event shall such plans, practices, policies and programs provide

         the Executive with incentive opportunities (measured with respect to

         both regular and special incentive opportunities, to the extent, if

         any, that such distinction is applicable), in each case, less

         favorable, in the aggregate, than the most favorable of those provided

         by the Company and the affiliated companies for the Executive under

         such stock option plans, practices, policies and programs as in effect

         at any time during the 120-day period immediately

 

 

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         preceding the Effective Date or, if more favorable to the Executive,

         those provided generally at any time after the Effective Date to other

         peer executives of the Company and the affiliated companies. The basis

         for the valuation for such stock option awards for Executive shall be

         the highest applicable percent of salary within the last three fiscal

         years prior to the Effective Date, based upon Executives job

         classification, with the target award value divided by a value per

         share developed through a modified Black-Scholes pricing model to

         determine the number of option shares to be awarded, such approach

         being consistent with that described in a notice of annual meeting of

         shareholders of the Company within the last three full fiscal years

         prior to the Effective Date, which yields the highest value of stock

         option awards.

 

                      (4) SAVINGS, RETIREMENT AND WELFARE BENEFIT PLANS. During

         the Employment Period, the Executive and as applicable the Executive's

         family, as the case may be, shall be eligible for participation in and

         shall receive all benefits under any incentive, savings, retirement

         plans and welfare benefit plans, policies, practices and programs

         provided by the Company and the affiliated companies (including,

         without limitation, medical, prescription, dental, disability, employee

         life, group life, accidental death and travel accident insurance plans

         and programs) to the extent applicable generally to other peer

         executives of the Company and the affiliated companies, but in no event

         shall such plans, practices, policies and programs provide the

         Executive and/or the Executive's family with benefits that are less

         favorable, in the aggregate, than the most favorable of such plans,

         practices, policies and programs in effect for the Executive at any

         time during the 120-day period immediately preceding the Effective Date

         or, if more favorable to the Executive, those provided generally at any

         time after the Effective Date to other peer executives of the Company

         and the affiliated companies. In the event that because of applicable

         law, or for other good and valid reasons, such applicable benefit plans

         cannot be provided Executive by the Company following Change of

         Control, the Company by agreement with Executive, which agreement shall

         not be unreasonably withheld, may provide Executive with an amount

         having an overall equivalent tax adjusted value for the applicable

         period to those employee benefits, programs and the like, not otherwise

         being provided by the Company to Executive.

 

                      (5) EXPENSES. During the Employment Period, the Executive

         shall be entitled to receive prompt reimbursement for all reasonable

         expenses incurred by the Executive in the furtherance of the business

         or affairs of the Company or any of the Affiliated companies in

         accordance with the most favorable policies, practices and procedures

         of the Company and the affiliated companies in effect for the Executive

         at any time during the 120-day period immediately preceding the

         Effective Date or, if more favorable to the Executive, as in effect

         generally at any time thereafter with respect to other peer executives

         of the Company and the affiliated companies.

 

                      (6) OFFICE AND SUPPORT STAFF. During the Employment

         Period, the Executive shall be entitled to an office or offices of a

         size and with furnishings and other appointments, and to personal

         secretarial and other assistance, at least equal to the most favorable

         of the foregoing provided to the Executive by the Company and the

         affiliated

 

 

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         companies at any time during the 120-day period immediately preceding

         the Effective Date or, if more favorable to the Executive, as provided

         generally at any time thereafter with respect to other peer executives

         of the Company and the affiliated companies.

 

                      (7) VACATION. During the Employment Period, the Executive

         shall be entitled to paid vacation in accordance with the most

         favorable plans, policies, programs and practices of the Company and

         the affiliated companies as in effect for the Executive at any time

         during the 120-day period immediately preceding the Effective Date or,

         if more favorable to the Executive, as in effect generally at any time

         thereafter with respect to other peer executives of the Company and the

         affiliated companies.

 

                  SECTION 4. TERMINATION OF EMPLOYMENT.

 

                  (a) DEATH OR DISABILITY. The Executive's employment shall

terminate automatically if the Executive dies during the Employment Period. If

the Company determines in good faith that the Disability (as defined herein) of

the Executive has occurred during the Employment Period (pursuant to the

definition of "Disability"), it may give to the Executive written notice in

accordance with Section 11(b) of its intention to terminate the Executive's

employment. In such event, the Executive's employment with the Company shall

terminate effective on the 30th day after receipt of such notice by the

Executive (the "Disability Effective Date"), provided that, within the 30 days

after such receipt, the Executive shall not have returned to full-time

performance of the Executive's duties. "Disability" means the absence of the

Executive from the Executive's duties with the Company on a full-time basis for

180 consecutive business days as a result of incapacity due to mental or

physical illness that is determined to be total and permanent by a physician

selected by the Company or its insurers and acceptable to the Executive or the

Executive's legal representative.

 

                  (b) CAUSE. The Company may terminate the Executive's

employment during the Employment Period for Cause. Subject to the last paragraph

of Section 4(b), "Cause" means:

 

                      (1) the willful failure of the Executive to perform, and

         the continuance of such failure to perform for 60 days following the

         Executive's receipt for notice from the Company, substantially the

         Executive's duties with the Company or any affiliated company (other

         than any such failure resulting from incapacity due to physical or

         mental illness), after a written demand for substantial performance is

         delivered to the Executive by the Board or the Chief Executive Officer

         of the Company that specifically identifies the manner in which the

         Board or the Chief Executive Officer of the Company believes that the

         Executive has not substantially performed the Executive's duties; or

 

                      (2) the willful engaging by the Executive in illegal

         conduct or gross misconduct that is materially and demonstrably

         injurious to the Company; or

 

                      (3) any violation of the Code of Conduct of the Company,

         as in effect immediately prior to the Effective Date.

 

 

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For purposes of this Section 4(b), no act, or failure to act, on the part of the

Executive shall be considered "willful" unless it is done, or omitted to be

done, by the Executive in bad faith or without reasonable belief that the

Executive's action or omission was in the best interests of the Company. Any

act, or failure to act, based upon authority given pursuant to a resolution duly

adopted by the Board or upon the instructions of the Chief Executive Officer of

the Company or a senior officer of the Company or based upon the advice of

counsel for the Company shall be conclusively presumed to be done, or omitted to

be done, by the Executive in good faith and in the best interests of the

Company.

 

                  Notwithstanding the foregoing, the cessation of employment of

the Executive shall not be deemed to be for Cause unless and until there shall

have been delivered to the Executive a copy of a resolution duly adopted by the

affirmative vote of not less than three-quarters of the entire membership of the

Board at a meeting of the Board called and held for such purpose (after

reasonable notice is provided to the Executive and the Executive is given an

opportunity, together with counsel for the Executive, to be heard before the

Board), finding that, in the good faith opinion of the Board, the Executive is

guilty of the conduct described in Sections 4(b)(1) or 4(b)(2), and specifying

the particulars thereof in detail.

 

                  (C) GOOD REASON. The Executive's employment may be terminated

by the Executive for Good Reason. "Good Reason" means:

 

                      (1) the assignment to the Executive of any duties

         inconsistent in any respect with the Executive's position (including

         status, offices, titles and reporting requirements), authority, duties

         or responsibilities as contemplated by Section 3(a), or any other

         action by the Company that results in a diminution in such position,

         authority, duties or responsibilities, excluding for this purpose an

         isolated, insubstantial and inadvertent action not taken in bad faith

         and that is remedied by the Company promptly after receipt of notice

         thereof given by the Executive;

 

                      (2) any failure by the Company to comply with any of the

         provisions of Section 3(b), other than an isolated, insubstantial and

         inadvertent failure not occurring in bad faith and that is remedied by

         the Company promptly after receipt of notice thereof given by the

         Executive;

 

                      (3) the Company's requiring the Executive to be based at

         any office or location other than as provided in Section 3(a)(1)(B) or

         the Company's requiring the Executive to travel on Company business to

         a substantially greater extent than required immediately prior to the

         Effective Date;

 

                      (4) any purported termination by the Company of the

         Executive's employment otherwise than as expressly permitted by this

         Agreement; or

 

                      (5) any failure by the Company to comply with and satisfy

         Section 10(c).

 

For purposes of this Section 4(c), any good faith determination of Good Reason

made by the Executive shall be conclusive. Anything in this Agreement to the

contrary notwithstanding, a

 

 

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termination by the Executive for any reason during the 30-day period immediately

following the first anniversary of the Effective Date shall be deemed to be a

termination for Good Reason for all purposes of this Agreement.

 

                  (d) NOTICE OF TERMINATION. Any termination by the Company for

Cause, or by the Executive for Good Reason, shall be communicated by Notice of

Termination to the other party hereto given in accordance with Section 11(b).

"Notice of Termination" means a written notice that (1) indicates the specific

termination provision in this Agreement relied upon, (2) to the extent

applicable, sets forth in reasonable detail the facts and circumstances claimed

to provide a basis for termination of the Executive's employment under the

provision so indicated, and (3) if the Date of Termination (as defined herein)

is other than the date of receipt of such notice, specifies the Date of

Termination (which Date of Termination shall be not more than 30 days after the

giving of such notice). The failure by the Executive or the Company to set forth

in the Notice of Termination any fact or circumstance that contributes to a

showing of Good Reason or Cause shall not waive any right of the Executive or

the Company, respectively, hereunder or preclude the Executive or the Company,

respectively, from asserting such fact or circumstance in enforcing the

Executive's or the Company's respective rights hereunder.

 

                  (e) DATE OF TERMINATION. "Date of Termination" means (1) if

the Executive's employment is terminated by the Company for Cause, or by the

Executive for Good Reason, the date of receipt of the Notice of Termination or

any later date specified in the Notice of Termination, as the case may be, (2)

if the Executive's employment is terminated by the Company other than for Cause

or Disability, the Date of Termination shall be the date on which the Company

notifies the Executive of such termination, and (3) if the Executive's

employment is terminated by reason of death or Disability, the Date of

Termination shall be the date of death of the Executive or the Disability

Effective Date, as the case may be.

 

                  SECTION 5. OBLIGATIONS OF THE COMPANY UPON TERMINATION. (A)

GOOD REASON; OTHER THAN FOR CAUSE, DEATH OR DISABILITY. If, during the

Employment Period, the Company terminates the Executive's employment other than

for Cause or Disability or the Executive terminates employment for Good Reason:

 

                  (1) the Company shall pay to the Executive, in a lump sum in

         cash within 30 days after the Date of Termination, the aggregate of the

         following amounts:

 

                      (A) the sum of (i) that portion of the Executive's Annual

                  Base Salary that has accrued prior to the Date of Termination

                  to the extent not theretofore paid, (ii) the product of (x)

                  the higher of (I) the Recent Annual Bonus and (II) the Annual

                  Bonus paid or payable, including any bonus or portion thereof

                  that has been earned but deferred (and annualized for any

                  fiscal year consisting of less than 12 full months or during

                  which the Executive was employed for less than 12 full

                  months), for the most recently completed fiscal year during

                  the Employment Period, if any (such higher amount, the

                  "Highest Annual Bonus") and (y) a fraction, the numerator of

                  which is the number of days in the current fiscal year through

                  the Date of Termination and the denominator of which is 365,

                  and (iii) any compensation previously deferred by the

                  Executive (together with any accrued interest or earnings

 

 

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                  thereon) and any accrued vacation pay, in each case, to the

                  extent not theretofore paid (the sum of the amounts described

                  in subclauses (i), (ii) and (iii), the "Accrued Obligations");

                  and

 

                           (B) the amount equal to the higher of (i) the product

                  of (x) two and (y) the sum of (1) the Executive's Annual Base

                  Salary and (2) the Highest Annual Bonus or (ii) the product of

                  (x) four and (y) the Executive's Annual Base Salary; less

 

                           (C) the value of amounts paid or to be paid to the

                  Executive under any severance pay plans or programs of the

                  Company then in effect.

 

                  (2) for two years after the Executive's Date of Termination,

         or such longer period as may be provided by the terms of the

         appropriate plan, program, practice or policy, the Company shall

         continue benefits to the Executive and/or the Executive's family at

         least equal to those that would have been provided to them in

         accordance with the plans, programs, practices and policies described

         in Section 3(b)(4) if the Executive's employment had not been

         terminated or, if more favorable to the Executive, as in effect

         generally at any time thereafter with respect to other peer executives

         of the Company and the affiliated companies and their families,

         provided, however, that, if the Executive becomes re-employed with

         another employer and is eligible to receive medical or other welfare

         benefits under another employer provided plan, the medical and other

         welfare benefits described herein shall be secondary to those provided

         under such other plan during such applicable period of eligibility. For

         purposes of determining eligibility (but not the time of commencement

         of benefits) of the Executive for retiree benefits pursuant to such

         plans, practices, programs and policies, the Executive shall be

         considered to have remained employed until three years after the Date

         of Termination and to have retired on the last day of such period;

 

                  (3) the Company shall, at its sole expense as incurred,

         provide the Executive with outplacement services the scope and provider

         of which shall be selected by the Executive in the Executive's sole

         discretion; and

 

                  (4) to the extent not theretofore paid or provided, the

         Company shall timely pay or provide to the Executive any other amounts

         or benefits required to be paid or provided to the Executive or that

         the Executive is eligible to receive under any plan, program, policy or

         practice or contract or agreement of the Company and the affiliated

         companies (such other amounts and benefits, the "Other Benefits").

 

                  (b) DEATH. If the Executive's employment is terminated by

reason of the Executive's death during the Employment Period, this Agreement

shall terminate without further obligations to the Executive's estate,

beneficiaries or legal representatives under this Agreement, other than for

payment of Accrued Obligations and the timely payment or provision of the Other

Benefits. The Accrued Obligations shall be paid to the Executive's estate or

beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of

Termination. With respect to the provision of the Other Benefits, the term

"Other Benefits" as utilized in this Section 5(b) shall include, without

limitation, and the Executive's estate and/or beneficiaries shall be entitled to

receive, benefits at least equal to the most favorable benefits provided by the

Company and the

 

 

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affiliated companies to the estates and beneficiaries of peer executives of the

Company and the affiliated companies under such plans, programs, practices and

policies relating to death benefits, if any, as in effect with respect to other

peer executives and their beneficiaries at any time during the 120-day period

immediately preceding the Effective Date or, if more favorable to the

Executive's estate and/or the Executive's beneficiaries, as in effect on the

date of the Executive's death with respect to other peer executives of the

Company and the affiliated companies and their beneficiaries.

 

                  (c) DISABILITY. If the Executive's employment is terminated by

reason of the Executive's Disability during the Employment Period, this

Agreement shall terminate without further obligations to the Executive, other

than for payment of Accrued Obligations and the timely payment or provision of

the Other Benefits. The Accrued Obligations shall be paid to the Executive in a

lump sum in cash within 30 days of the Date of Termination. With respect to the

provision of the Other Benefits, the term "Other Benefits" as utilized in this

Section 5(c) shall include, and the Executive shall be entitled after the

Disability Effective Date to receive, disability and other benefits at least

equal to the most favorable of those generally provided by the Company and the

affiliated companies to disabled executives and/or their families in accordance

with such plans, programs, practices and policies relating to disability, if

any, as in effect generally with respect to other peer executives and their

families at any time during the 120-day period immediately preceding the

Effective Date or, if more favorable to the Executive and/or the Executive's

family, as in effect at any time thereafter generally with respect to other peer

executives of the Company and the affiliated companies and their families.

 

                  (d) CAUSE; OTHER THAN FOR GOOD REASON. If the Executive's

employment is terminated for Cause during the Employment Period, this Agreement

shall terminate without further obligations to the Executive other than the

obligation to pay to the Executive (1) that portion of the Executive's Annual

Base Salary that has accrued prior to the Date of Termination, (2) the amount of

any compensation previously deferred by the Executive, and (3) the Other

Benefits, in each case, to the extent theretofore unpaid. If the Executive

voluntarily terminates employment during the Employment Period, excluding a

termination for Good Reason, this Agreement shall terminate without further

obligations to the Executive, other than for the Accrued Obligations and the

timely payment or provision of the Other Benefits. In such case, all the Accrued

Obligations shall be paid to the Executive in a lump sum in cash within 30 days

of the Date of Termination.

 

                  SECTION 6. NON-EXCLUSIVITY OF RIGHTS. Nothing in this

Agreement shall prevent or limit the Executive's continuing or future

participation in any plan, program, policy or practice provided by the Company

or the affiliated companies and for which the Executive may qualify, nor,

subject to Section 11(f), shall anything herein limit or otherwise affect such

rights as the Executive may have under any contract or agreement with the

Company or the affiliated companies. Amounts that are vested benefits or that

the Executive is otherwise entitled to receive under any plan, policy, practice

or program of or any contract or agreement with the Company or the affiliated

companies at or subsequent to the Date of Termination shall be payable in

accordance with such plan, policy, practice or program or contract or agreement,

except as explicitly modified by this Agreement.

 

 

 

                                                                         Page 10

<PAGE>

 

                  SECTION 7. FULL SETTLEMENT. The Company's obligation to make

the payments provided for in this Agreement and otherwise to perform its

obligations hereunder shall not be subject to set-off or otherwise affected by

any counterclaim, recoupment, defense, or other claim, right or action that the

Company or any of the Affiliated companies may have against the Executive or

others. In no event shall the Executive be obligated to seek other employment or

take any other action by way of mitigation of the amounts payable to the

Executive under any of the provisions of this Agreement, and such amounts shall

not be reduced whether or not the Executive obtains other employment. The

Company agrees to pay as incurred, to the full extent permitted by law, all

legal fees and expenses that the Executive may reasonably incur as a result of

any contest (regardless of the outcome thereof) by the Company, the Executive or

others of the validity or enforceability of, or liability under, any provision

of this Agreement or any guarantee of performance thereof (including as a result

of any contest by the Executive about the amount of any payment pursuant to this

Agreement), plus, in each case, interest on any delayed payment at the

applicable federal rate provided for in Section 7872(f)(2)(A) of the Internal

Revenue Code of 1986, as amended (the "Code").

 

                  SECTION 8. CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.

 

                  (a) Anything in this Agreement to the contrary notwithstanding

and except as set forth below, in the event it shall be determined that any

payment or distribution by the Company or the affiliated companies to or for the

benefit of the Executive (whether paid or payable or distributed or

distributable pursuant to the terms of this Agreement or otherwise but

determined without regard to any additional payments required under this Section

8) (the "Payment") would be subject to the excise tax imposed by Section 4999 of

the Code, as the same may be hereafter modified or amended or any successor

provision, or any interest or penalties are incurred by the Executive with

respect to such excise tax (such excise tax, together with any such interest and

penalties, collectively, the "Excise Tax"), then the Executive shall be entitled

to receive an additional payment (the "Gross-Up Payment") in an amount such that

after payment by the Executive of all taxes (including any interest or penalties

imposed with respect to such taxes), including, without limitation, any income

taxes (and any interest and penalties imposed with respect thereto) and Excise

Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the

Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

 

                  (b) Subject to the provisions of Section 8(c), all

determinations required to be made under this Section 8, including whether and

when a Gross-Up Payment is required and the amount of such Gross-Up Payment and

the assumptions to be utilized in arriving at such determination, shall be made

by PricewaterhouseCoopers LLP or such other nationally recognized independent

accounting firm as may be designated by the Executive (the "Accounting Firm").

The Accounting Firm shall provide detailed supporting calculations both to the

Company and the Executive within 15 business days of the receipt of notice from

the Executive that there has been a Payment or such earlier time as is requested

by the Company. In the event that the Accounting Firm is serving as accountant

or auditor for the individual, entity or group effecting the Change of Control,

the Executive shall appoint another nationally recognized accounting firm to

make the determinations required hereunder (which accounting firm shall then be

referred to as the Accounting Firm hereunder). All fees and expenses of the

Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as

determined pursuant to this Section 8, shall be paid

 

 

                                                                         Page 11

<PAGE>

 

by the Company to the Executive within five days of the receipt of the

Accounting Firm's determination. Any determination by the Accounting Firm shall

be binding upon the Company and the Executive. As a result of the uncertainty in

the application of Section 4999 of the Code at the time of the initial

determination by the Accounting Firm hereunder, it is possible that Gross-Up

Payments that will not have been made by the Company should have been made (the

"Underpayment"), consistent with the calculations required to be made hereunder.

In the event the Company exhausts its remedies pursuant to Section 8(c) and the

Executive thereafter is required to make a payment of any Excise Tax, the

Accounting Firm shall determine the amount of the Underpayment that has occurred

and any such Underpayment shall be promptly paid by the Company to or for the

benefit of the Executive.

 

                  (c) The Executive shall notify the Company in writing of any

claim by the Internal Revenue Service that, if successful, would require the

payment by the Company of the Gross-Up Payment. Such notification shall be given

as soon as practicable but no later than 10 business days after the Executive is

informed in writing of such claim and shall apprise the Company of the nature of

such claim and the date on which such claim is requested to be paid. The

Executive shall not pay such claim prior to the expiration of the 30-day period

following the date on which the Executive gives such notice to the Company (or

such shorter period ending on the date that any payment of taxes with respect to

such claim is due). If the Company notifies the Executive in writing prior to

the expiration of such period that the Company desires to contest such claim,

the Executive shall:

 

                  (1) give the Company any information reasonably requested by

         the Company relating to such claim,

 

                  (2) take such action in connection with contesting such claim

         as the Company shall reasonably request in writing from time to time,

         including, without limitation, accepting legal representation with

         respect to such claim by an attorney reasonably selected by the

         Company,

 

                  (3) cooperate with the Company in good faith in order

         effectively to contest such claim, and

 

                  (4) permit the Company to participate in any proceedings

         relating to such claim; provided, however, that the Company shall bear

         and pay directly all costs and expenses (including additional interest

         and penalties) incurred in connection with such contest, and shall

         indemnify and hold the Executive harmless, on an after-tax basis, for

         any Excise Tax or income tax (including interest and penalties with

         respect thereto) imposed as a result of such representation and payment

         of costs and expenses. Without limitation on the foregoing provisions

         of this Section 8(c), the Company shall control all proceedings taken

         in connection with such contest, and, at its sole option, may pursue or

         forgo any and all administrative appeals, proceedings, hearings and

         conferences with the applicable taxing authority in respect of such

         claim and may, at its sole option, either direct the Executive to pay

         the tax claimed and sue for a refund or contest the claim in any

         permissible manner, and the Executive agrees to prosecute such contest

         to a determination before any administrative tribunal, in a court of

         initial jurisdiction and in one or more appellate courts, as the

         Company

 

 

                                                                         Page 12

<PAGE>

 

 

         shall determine; provided, however, that, if the Company directs the

         Executive to pay such claim and sue for a refund, the Company shall

         advance the amount of such payment to the Executive, on an

         interest-free basis, and shall indemnify and hold the Executive

         harmless, on an after-tax basis, from any Excise Tax or income tax

         (including interest or penalties with respect thereto) imposed with

         respect to such advance or with respect to any imputed income with

         respect to such advance; and provided, further, that any extension of

         the statute of limitations relating to payment of taxes for the taxable

         year of the Executive with respect to which such contested amount is

         claimed to be due is limited solely to such contested amount.

         Furthermore, the Company's control of the contest shall be limited to

         issues with respect to which the Gross-Up Payment would be payable

         hereunder, and the Executive shall be entitled to settle or contest, as

         the case may be, any other issue raised by the Internal Revenue Service

         or any other taxing authority.

 

                  (d) If, after the receipt by the Executive of an amount

advanced by the Company pursuant to Section 8(c), the Executive becomes entitled

to receive any refund with respect to such claim, upon receipt of such refund,

the Executive shall (subject to the Company's complying with the requirements of

Section 8(c)) promptly pay to the Company the amount of such refund (together

with any interest paid or credited thereon after taxes applicable thereto). If,

after the receipt by the Executive of an amount advanced by the Company pursuant

to Section 8(c), a determination is made that the Executive shall not be

entitled to any refund with respect to such claim and the Company does not

notify the Executive in writing of its intent to contest such denial of refund

prior to the expiration of 30 days after such determination, then such advance

shall be forgiven and shall not be required to be repaid and the amount of such

advance shall offset, to the extent thereof, the amount of Gross-Up Payment

required to be paid.

 

                  SECTION 9. CONFIDENTIAL INFORMATION. The Executive shall hold

in a fiduciary capacity for the benefit of the Company all secret or

confidential information, knowledge or data relating to the Company or the

affiliated companies, and their respective businesses, which information,

knowledge or data shall have been obtained by the Executive during the

Executive's employment by the Company or the affiliated companies and which

information, knowledge or data shall not be or become public knowledge (other

than by acts by the Executive or representatives of the Executive in violation

of this Agreement). For two years after termination of the Executive's

employment with the Company, the Executive shall not, without the prior written

consent of the Company or as may otherwise be required by law or legal process,

communicate or divulge any such information, knowledge or data to anyone other

than the Company and those persons designated by the Company. In no event shall

an asserted violation of the provisions of this Section 9 constitute a basis for

deferring or withholding any amounts otherwise payable to the Executive under

this Agreement.

 

                  SECTION 10. SUCCESSORS.

 

                  (a) This Agreement is personal to the Executive, and, without

the prior written consent of the Company, shall not be assignable by the

Executive other than by will or the laws of descent and distribution. This

Agreement shall inure to the benefit of and be enforceable by the Executive's

legal representatives.

 

 

                                                                         Page 13

<PAGE>

 

 

                  (b) This Agreement shall inure to the benefit of and be

binding upon the Company and its successors and assigns.

 

                  (c) The Company will require any successor (whether direct or

indirect, by purchase, merger, consolidation or otherwise) to all or

substantially all of the business and/or assets of the Company to assume

expressly and agree to perform this Agreement in the same manner and to the same

extent that the Company would be required to perform it if no such succession

had taken place.

 

                  SECTION 11. MISCELLANEOUS.

 

                  (a) This Agreement shall be governed by and construed in

accordance with the laws of the State of Ohio, without reference to principles

of conflict of laws. The captions of this Agreement are not part of the

provisions hereof and shall have no force or effect. This Agreement may not be

amended or modified other than by a written agreement executed by the parties

hereto or their respective successors, permitted assigns and legal

representatives.

 

                  (b) All notices and other communications hereunder shall be in

writing and shall be given by hand delivery to the other party or by registered

or certified mail, return receipt requested, postage prepaid, addressed as

follows:

 

                  if to the Executive:

 

                      Glenn M. Renwick at his home address

 

 

 

                  if to the Company:

 

                      The Progressive Corporation

                      300 North Commons Boulevard - OHF11

                      Mayfield Village, Ohio 44143

                      Attention: Chief Legal Officer

 

or to such other address as either party shall have furnished to the other in

writing in accordance herewith. Notice and communications shall be effective

when actually received by the addressee.

                  (c) The invalidity or unenforceability of any provision of

this Agreement shall not affect the validity or enforceability of any other

provision of this Agreement.

 

                  (d) This Agreement shall not be deemed to modify, amend or

supplement the terms of any existing benefit plan or program of the Company.

 

                  (e) The Company may withhold from any amounts payable under

this Agreement such United States federal, state or local or foreign taxes or

other items as shall be required to be withheld pursuant to any applicable law

or regulation.

 

 

                                                                         Page 14

<PAGE>

 

                  (f) The Executive's or the Company's failure to insist upon

strict compliance with any provision of this Agreement or the failure to assert

any right the Executive or the Company may have hereunder, including, without

limitation, the right of the Executive to terminate employment for Good Reason

pursuant to Sections 4(c)(1) through 4(c)(5), shall not be deemed to be a waiver

of such provision or right or any other provision or right of this Agreement.

 

                  (g) The Executive and the Company acknowledge that, except as

may otherwise be provided under any other written agreement between the

Executive and the Company, the employment of the Executive by the Company is "at

will" and, subject to Section 1(a), prior to the Effective Date, the Executive's

employment and/or this Agreement may be terminated by either the Executive or

the Company at any time prior to the Effective Date, in which case the Executive

shall have no further rights under this Agreement. From and after the Effective

Date, this Agreement shall supersede any other agreement between the parties

with respect to the subject matter hereof.

 

         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand

and, pursuant to the authorization from the Board, the Company has caused these

presents to be executed in its name on its behalf, all as of the day and year

first above written.

 

 

 

                                              /s/ Glenn M. Renwick

                                           --------------------------------

                                                  Glenn M. Renwick

 

 

                                           THE PROGRESSIVE CORPORATION

 

 

                                           By: /s/ W. T. Forrester

                                               ----------------------------

 

                                           Name:   W. T. Forrester

                                                ---------------------------

                                           Title:  Chief Financial Officer

                                                 --------------------------

 

 

                                                                         Page 15

 

</TEXT>

</DOCUMENT>

 

 

AMENDMENT NO. 1

 

WHEREAS, The Progressive Corporation (the "Company") and Glenn M.

Renwick (the "Executive") have entered into an Employment Agreement dated August

24, 2001 (the "Agreement"); and

 

WHEREAS, the Company and the Executive mutually desire to amend the

Agreement;

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements

set forth herein, the Company and the Executive hereby agree as follows:

 

1. Section 3(b)(3) of the Agreement is hereby deleted and the following

provision is substituted therefor:

 

"(3) COMPANY EQUITY INCENTIVE PLANS. During the Employment

Period, the Executive shall be entitled to participate in all

restricted stock, stock option and other equity incentive

plans, practices, policies and programs ("Equity Incentive

Plans") applicable generally to other peer executives of the

Company and the affiliated companies, but in no event shall

such Equity Incentive Plans provide the Executive with

incentive opportunities (measured with respect to both regular

and special incentive opportunities, to the extent, if any,

that such distinction is applicable), in each case, less

favorable, in the aggregate, than the most favorable of those

provided by the Company and the affiliated companies for the

Executive under such Equity Incentive Plans as in effect at

any time during the 120-day period immediately preceding the

Effective Date or, if more favorable to the Executive, those

provided generally at any time after the Effective Date to

other peer executives of the Company and the affiliated

companies. The basis for the valuation for such equity

incentive awards for Executive shall be the highest applicable

percent of salary within the last three fiscal years prior to

the Effective Date, based upon Executive's job classification,

and a target award value that is equal to or greater than the

highest target award value of any of the equity incentive

awards granted to the Executive during such 3-year period."

 

2. The Agreement, as herein amended, is hereby ratified and affirmed

and shall remain in full force and effect in accordance with its terms.

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1

as of the 13th day of May, 2003.

 

/s/ Glenn M. Renwick

--------------------

Glenn M. Renwick

 

THE PROGRESSIVE CORPORATION

 

By: /s/ Charles E. Jarrett

-------------------------------

Name: Charles E. Jarrett

Title: Vice President and Secretary

 

THE PROGRESSIVE CORPORATION EXECUTIVE

SEPARATION ALLOWANCE PLAN

(2006 AMENDMENT AND RESTATEMENT)

WHEREAS, The Progressive Corporation Executive Separation Allowance Plan (“Plan”) is currently maintained pursuant to a plan document effective November 1, 2001; and

WHEREAS, it is deemed desirable to amend and restate the Plan;

NOW THEREFORE, effective December 31, 2006, the Plan is hereby amended and restated as set forth below:

SECTION 1 – DEFINITIONS

1.1

Affiliated Company” means any entity in which the Company owns, directly or indirectly, more than fifty percent (50%) of the stock or assets.

 

1.2

Applicable Group Insurance Plan”, as to each Eligible Employee, means any employee benefit plan (including, but not limited to, The Progressive Health, Life and Disability Benefits Plan) in which the Eligible Employee is eligible to participate and which provides medical, dental, vision, life or disability coverage, as such plan may be in effect from time to time.

 

1.3

Cause” means (i) an Eligible Employee’s violation of Progressive’s Code of Business Conduct and Ethics, provided that such violation would entitle the Company to terminate the Eligible Employee’s employment under the Company’s customary Code of Business Conduct and Ethics enforcement procedures or (ii) an Eligible Employee’s failure to meet written job objectives, provided that such failure would entitle the Company to terminate the Eligible Employee’s employment under the Company’s customary performance management procedures. However, notwithstanding the preceding provisions of this Section 1.3, following a Change in Control clause (ii) of the foregoing definition shall no longer apply.

 

1.4

Change in Control “ means a “Change in Control” as defined in The Progressive Corporation 2003 Incentive Plan, as that Plan may be amended from time to time.

 

1.5

Code” means the Internal Revenue Code of 1986, as amended.

 

1.6

Company” means The Progressive Corporation, an Ohio corporation, or its successors.

 

1.7

Compensation” as to each Eligible Employee means his/her rate of base salary or other base wages immediately prior to his/her Separation Date. This term does not include overtime pay, shift differentials, other pay differentials, Gainsharing, bonuses, commissions, stock-based compensation, incentive compensation, separate pay adjustments or allowances or any other forms of remuneration.

 

1.8

Eligible Employee” means a regular, non-temporary employee of a Participating Employer who is eligible to receive annual restricted stock or other annual stock-based awards under The Progressive Corporation 2003 Incentive Plan or any similar plan or whose annual compensation within the meaning of Section 401(a)(17) of the Code exceeds the maximum amount allowed under such Code Section. Notwithstanding anything in the Plan to the contrary, Eligible Employees shall not include (i) any person classified by a Participating Employer or any Affiliated Company as an independent contractor or as an employee of an entity other than a Participating Employer or Affiliated Company, (ii) any person whose terms and conditions of employment are governed by a collective bargaining agreement, (iii) any person who receives a one-time restricted stock award or other stock-based award, but who is not eligible to receive regular, annual restricted stock awards or other stock-based awards.

 

1.9

“Grade Level” shall mean the grade level assigned by Progressive to the position held by an Eligible Employee immediately prior to termination of employment or Job Change.

 

1.10

Participating Employer” shall mean each corporation that was an Affiliated Company as of December 31, 2006, and each corporation that becomes an Affiliated Company after that date, unless such entity has elected to withdraw from participation in the Plan pursuant to Section 11.


1.11

“Job Change” means either (i) a decrease in the Total Pay Package of an Eligible Employee’s current job, (ii) a transfer of an Eligible Employee to another job having a lesser Total Pay Package, or (iii) the imposition of significantly different job duties, shift, work location or number of scheduled work hours.

 

1.12

Plan” means The Progressive Corporation Executive Separation Allowance Plan (2006 Amendment and Restatement), as set forth herein and as the same may be amended from time to time.

 

1.13

Progressive” includes the Company and any other entity which from time to time is an Affiliated Company.

 

1.14

Separation Agreement and General Release” means an agreement and release substantially in the form attached hereto as Exhibit A.

 

1.15

Separation Date” means the effective date of any Eligible Employee’s termination of employment or resignation due to a Job Change.

 

1.16

“Total Pay Package” means salary, regular hourly wages and variable pay targets (including, but not limited to, Gainsharing, other incentives and stock-based compensation).

 

1.17

Years of Service” as to each Eligible Employee means the period of time beginning on his/her most recent date of hire by a Participating Employer and ending on his/her most recent Separation Date. However, Years of Service shall not include any time during which an Eligible Employee has received long-term disability benefits under the Applicable Group Insurance Plan.

SECTION 2 – ENTITLEMENT TO SEPARATION ALLOWANCE

2.1

An Eligible Employee shall be entitled to receive a separation allowance under this Plan if (i) Progressive terminates his/her employment for reasons other than resignation (including retirement), death, disability, leave of absence or discharge for Cause, and (ii) the Eligible Employee signs a Termination Agreement and General Release and delivers it to the Company within ninety (90) days after the Eligible Employee’s Separation Date.

 

2.2

In addition, if, following a Change in Control, an Eligible Employee receives notice of a Job Change, he/she shall be entitled to receive a separation allowance under this Plan if (i) the Eligible Employee notifies his or her manager of resignation from employment, and (ii) the Eligible Employee signs a Separation Agreement and General Release and delivers it to the Company within ninety (90) days after the Eligible Employee’s Separation Date.

 

2.3

Notwithstanding the preceding provisions of this Section 2, no Eligible Employee shall be entitled to receive a separation allowance if he/she is on a medical or other leave of absence, except for an Eligible Employee who, on his or her Separation Date, is on a qualifying leave pursuant to the Family and Medical Leave Act, the Uniformed Services Employment and Reemployment Rights Act, or any other local, state or federal law pursuant to which the Eligible Employee has a lawful right to a separation allowance upon termination of employment or resignation due to Job Change.


SECTION 3 – AMOUNT OF SEPARATION ALLOWANCE

3.1

The separation allowance payable to each Eligible Employee who is entitled to such allowance under Section 2 above shall be equal to the number of weeks of Compensation set forth in the table below, based on the Eligible Employee’s Grade Level and Years of Service as of his/her Separation Date:

 

Eligible Employees at Grade
Levels 47 through 52

26 weeks of Compensation plus 2 additional weeks of Compensation for each
full Year of Service in excess of 13 Years of Service, not to exceed an
aggregate of 52 weeks of Compensation

Eligible Employees at Grade

Levels 53, 54 and 55

52 weeks of Compensation

The Company’s Chief

Executive Officer and Eligible

Employees who (i) report

directly to him/her and (ii)

have no assigned Grade Level

156 weeks of Compensation

 

3.2

Each Eligible Employee’s separation allowance shall be paid in a lump sum within thirty (30) days following the later of (i) the Eligible Employee’s Separation Date, or (ii) the expiration of the revocation period referred to in the Eligible Employee’s signed Separation Agreement and General Release.

 

3.3

Progressive shall withhold from each separation allowance all applicable federal, state, and local taxes, Social Security taxes and other deductions required by law, and any other amounts due Progressive for any reason.

 

3.4

Each Eligible Employee’s separation allowance payable under this Plan shall be reduced by the amount of any state-mandated separation allowance or severance payments payable by Progressive to such Eligible Employee.

 

3.5

Notwithstanding anything herein to the contrary, no separation allowance payments shall be made under this Plan to any Eligible Employee more than twenty-four (24) months after his/her Separation Date.

 

3.6

Each separation allowance payable under this Plan to an Eligible Employee who is affected by a “plant closing” or “mass layoff” within the meaning of the Worker Adjustment and Retraining Notification Act (29 U.S.C. §§ 2101-2109) (“WARN”) shall be reduced by the amount of salary or other wages paid by Progressive to such Eligible Employee in respect of the period (“WARN Period”) commencing on the date he/she receives written notice pursuant to WARN that Progressive will be terminating his/her employment and ending on his/her Separation Date, but only to the extent that the Eligible Employee has not earned wages from Progressive during such WARN Period.

 

3.7

An Eligible Employee who receives a separation allowance under this Plan shall be obligated to repay a portion of that separation allowance if he/she is hired by a Participating Employer as a regular employee within a period of time following his/her Separation Date that does not exceed the number of weeks of Compensation used in computing his/her separation allowance under Section 3.1. The amount of the repayment shall equal the difference between (a) the total separation allowance paid to the Eligible Employee and (b) the total separation allowance paid to the Eligible Employee multiplied by a fraction, the numerator of which is the number of weeks, rounded to the nearest whole week, beginning on the Eligible Employee’s Separation Date and ending on his/her rehire date, and the denominator of which is the total number of weeks of Compensation used in computing his/her separation allowance under Section 3.1. Repayment shall be made at such time and in such manner as shall be determined by the Participating Employer which hires the Eligible Employee, in such Participating Employer’s sole discretion.


SECTION 4 – CONTINUED WELFARE BENEFITS

4.1

A terminated Eligible Employee may elect to continue his/her and his/her dependents’ medical, dental and vision coverages, if any, under the Applicable Group Insurance Plan (to the extent he/she and his/her dependents were receiving such coverages immediately prior to his/her Separation Date) for the periods provided in the Applicable Group Insurance Plan and subject to the terms and conditions thereof. If a terminated Eligible Employee who is entitled to a separation allowance under the preceding provisions of this Plan elects to continue his/her and/or his/her dependents’ medical, dental and/or vision coverages under the Applicable Group Insurance Plan, the Eligible Employee’s Participating Employer will pay the cost of continuing such coverages for a period not to exceed the number of weeks of Compensation used in computing the amount of his/her separation allowance under Section 3.1 above, provided that the Eligible Employee makes payments to the Participating Employer at such times as the Participating Employer shall specify equal to the contributions the Eligible Employee would have had to make for those coverages for such period had he/she continued to receive those coverages as an active employee during such period, all as determined by the Participating Employer.

SECTION 5 – ELIGIBILITY UNDER OTHER PLANS AND AGREEMENTS

5.1

Except as provided in Section 5.2, this Plan shall entirely supersede and replace all policies, plans, agreements, understandings and arrangements adopted or entered into before December 31, 2006, regarding separation allowances, severance pay and/or similar compensation payable by Progressive to terminated Eligible Employees (other than with respect to any Eligible Employees who may have incurred Separation Dates prior to December 31, 2006).

 

5.2

Individual employment, termination, severance and other agreements that include provisions regarding separation allowances, severance pay and/or similar compensation following termination of employment and that are entered into in writing with an Eligible Employee shall supersede and replace this Plan, except as otherwise expressly provided by such agreements; however, no such agreement entered into on or after December 31, 2006, shall be effective or enforceable unless approved in writing by the Board of Directors of the Company, and nothing in this Plan shall be construed as ratifying or validating any such agreements that have not been so approved.

SECTION 6 – CLAIMS PROCEDURES

6.1

The Company shall establish reasonable procedures under which a claimant, or his/her duly authorized representative, may present a claim for benefits under this Plan.

 

6.2

Unless such claim is allowed in full by the Company, written notice of the denial shall be furnished to the claimant within ninety (90) days (which may be extended by a period not to exceed an additional ninety (90) days if special circumstances so require and written notice to the claimant is given prior to the expiration of the initial ninety (90) day period describing such circumstances and indicating the date by which the Company expects to render its determination) setting forth the following in a manner calculated to be understood by the claimant:

 

(i)

The specific reason(s) for the denial;

 

(ii)

Specific references(s) to any pertinent provision(s) of the Plan or rules promulgated pursuant thereto on which the denial is based;

 

(iii)

A description of any additional information or material as may be necessary to perfect the claim, together with an explanation of why it is necessary;

 

(iv)

A description of the Plan’s claims review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review; and

 

(v)

An explanation of the steps to be taken if the claimant wishes to resubmit his/her claim for review.


6.3

Within a reasonable period of time after the denial of the claim, but in any event, not to be more than sixty (60) days thereafter, the claimant or his/her duly authorized representative may make written application to the Company for a review of such denial. The claimant or his/her representative, may, upon request and free of charge, review or receive copies of documents, records and other information relevant to the claimant’s claim for benefits, and may submit written comments, documents, records and other information relating to the claim for benefits.

 

6.4

If an appeal is timely filed, the Company shall conduct a full and fair review of the claim and mail or deliver to the claimant its written decision within sixty (60) days after the claimant’s request for review (which may be extended by a period not to exceed an additional sixty (60) days if special circumstances or a hearing so require and written notice is given to the claimant prior to the expiration of the initial sixty (60) day period describing such special circumstances and indicating the date by which the Company expects to render its determination). In conducting its review, the Company shall take into account all comments, documents, records and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The Company’s decision on review shall:

 

(i)

Be written in a manner calculated to be understood by the claimant;

 

(ii)

State the specific reason(s) for the decision;

 

(iii)

Make specific reference to pertinent provision(s) of the Plan;

 

(iv)

State that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits; and

 

(v)

Include a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.

 

6.5

If a period of time is extended, as permitted under Sections 6.2 and 6.4 above, due to a claimant’s failure to submit information to decide a claim, the period for making the benefit determination on review shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information.

SECTION 7 – AMENDMENT AND TERMINATION

7.1

The Company, by action of the Compensation Committee of its Board of Directors, may amend, modify or terminate the Plan in whole or in part at any time for any reason without the consent of any Affiliated Company or any employee or other person; provided, however, that, except for legally required amendments, modifications and terminations, no such amendment, modification or termination shall impair the rights of any Eligible Employee who incurs a Separation Date prior to the date the Company adopts such amendment or modification or approves such termination.

 

7.2

Notwithstanding the provisions of Section 7.1, upon the occurrence of a Change in Control, the Plan may not be amended, modified or terminated in a way that impairs or reduces any of the rights or benefits of any individual who was an Eligible Employee as of the date such Change in Control occurred until after the third anniversary of the date such Change in Control occurred.

SECTION 8 – RIGHTS OF SETOFF

8.1

Progressive shall have the unrestricted right and power to set off against, or recover out of, any payments owed an Eligible Employee or other person under this Plan, at the time such payments would have otherwise been payable under this Plan, any amounts owed to Progressive by such Eligible Employee or other person.


SECTION 9 – FUNDING

9.1

All payments pursuant to this Plan shall be made from Progressive’s general funds and nothing contained herein shall be deemed to require Progressive to, and Progressive shall not, physically segregate any sums from its general funds, or create any trust or escrow account, or make any special deposit, in respect of any amounts payable hereunder.

SECTION 10 – ADMINISTRATION

10.1

The Company shall be the Administrator of this Plan and shall be the “named fiduciary” within the meaning of Section 402 of the Employee Retirement Income Security Act of 1974, as amended, and, except as specified elsewhere herein, shall exercise all rights and duties with respect hereto, including, without limitation, the right:

 

(i)

to make and enforce such rules and regulations as are necessary or proper for the efficient administration of this Plan; and

 

(ii)

to interpret and construe this Plan and to decide all disputes and other matters arising hereunder, including but not limited to the right to determine eligibility for benefits and resolve possible ambiguities, inconsistencies or omissions. All such rules, interpretations and decisions shall be applied in a uniform manner to all persons similarly situated.

Except as otherwise specifically provided herein, no action or decision taken in accordance with this Plan by the Company or Progressive shall be relied upon as a precedent for any similar action or decision under any circumstances.

SECTION 11 – PARTICIPATION IN THE PLAN BY AFFILIATED COMPANIES

11.1

Any Affiliated Company shall automatically become a Participating Employer in this Plan as of the date such Affiliated Company becomes an Affiliated Company, subject to the provisions of Sections 11.2 and 11.3.

 

11.2

Each Participating Employer, as a condition of continued participation in this Plan, delegates to the Company the sole power and authority to operate the Plan, including the power and authority to amend or terminate the Plan.

 

11.3

Each Participating Employer may elect separately to withdraw from the Plan, but Plan amendments may be made only by the Company. Any such withdrawal shall be expressed in an instrument in writing executed by the withdrawing Participating Employer on order of its Board of Directors and filed with the Company.

SECTION 12 – EFFECTIVE DATE

12.1

This Plan shall be effective December 31, 2006, but only as to Eligible Employees who incur Separation Dates on or after such date.

IN WITNESS WHEREOF, the Company has hereunto caused this Amendment and Restatement to be executed by its duly authorized representative as of the day of , 2006.

THE PROGRESSIVE CORPORATION

BY:

TITLE:


EXHIBIT A

EXECUTIVE SEPARATION AGREEMENT AND GENERAL RELEASE

THIS AGREEMENT is entered into as of the day of , 20 between (“Executive”) and (“Employer”) pursuant to The Progressive Corporation Executive Separation Allowance Plan (“Plan”).

WHEREAS, Executive’s employment with Employer terminated (or will terminate) effective , 20 ; and

WHEREAS, Executive desires to receive certain separation allowance benefits under the Plan; and

WHEREAS, the Plan provides separation allowance benefits only to Executives who sign a Separation Agreement and General Release in the form specified in the Plan;

NOW, THEREFORE, Executive and Employer hereby agree as follows:

1.

Employer shall pay Executive a separation allowance in the total gross amount of $ pursuant to Section 3 of the Plan, less applicable tax withholding, other legally required deductions and (except to the extent prohibited by law) amounts due Progressive for any reason. Such Separation Allowance shall be paid in a lump sum at the time specified in Section 3.2 of the Plan and subject to the limitations specified in the Plan.

 

2.

[For Executives in Non-Final Pay States:] Employer shall pay Executive for all credited but unused Earned Time Benefit hours determined as of such Executive’s Separation Date in accordance with Employer’s standard practices within thirty (30) days following the expiration of the revocation period referred to at the end of this Agreement or at such earlier time as may be required by law.

[For Executives in Final Pay States:] On or before Executive’s Separation Date, Employer shall pay Executive for all accrued but unused Earned Time Benefit hours determined as of such Executive’s Separation Date.

3.

Executive shall be entitled to continue his/her and his/her dependents’ medical, dental and vision coverages under The Progressive Health, Life and Disability Benefits Plan (“Group Insurance Plan”) for the periods specified in the Group Insurance Plan, subject to the terms, conditions and limitations of the Group Insurance Plan. If Executive elects to continue any of such coverages, Employer shall pay the cost of continuing such coverages for a period not to exceed the number of weeks of Compensation used in computing the amount of the Executive’s Separation Allowance under Section 1 above, provided that Executive makes payments to Employer at such times as Employer shall specify equal to the contributions the Executive would have had to make for those coverages for such period had he/she continued to receive those coverages as an active Executive during such period, all as determined by Employer. Executive also shall be entitled to the conversion privileges, if any, applicable to his/her life insurance and/or other coverages under the Group Insurance Plan.


4.

If Executive is rehired by Progressive as a regular Executive within a period of time following his/her Separation Date that does not exceed the number of weeks of Compensation used in computing his/her separation allowance under Section 1 of this Agreement, Executive shall repay to Employer the amount specified in Section 3.7 of the Plan at the time and in the manner specified therein.

 

5.

Executive agrees not to disparage or criticize Progressive, its business, its management or its products, and not to do or say anything that could disrupt Progressive’s business or harm its interests or reputation.

 

6.

Executive agrees and acknowledges that this Agreement is not and shall not be construed to be, or represented to others as, an admission of any violation of any federal, state or local law or regulation or of any duty Progressive owed to Executive and that the execution of this Agreement is a voluntary act to provide conclusion to Executive’s employment relationship with Progressive.

 

7.

Executive agrees that Executive will maintain the confidentiality of all Proprietary Information that Executive has received by virtue of Executive’s employment with Progressive and will refrain from using such information for his/her own benefit or for the benefit of any other person or entity, and from disclosing such information to anyone other than to Progressive or its Executives, and then only after receiving explicit permission from Progressive to make such disclosure. For purposes of this Agreement, Proprietary Information includes all ideas, concepts, strategic plans, market analyses, business strategies, research and development projects, technologies and processes, rating and underwriting methods, formulae and information, training materials, agent or customer information, financial information and data, investment plans and other sensitive information and data relating to Progressive’s business, as well as all other information that Progressive endeavors to keep confidential and that is not generally known by others with whom Progressive competes or does business, or with whom it plans to compete or do business, and any information which, if disclosed would assist in competition with Progressive, including, without limitation, customer lists, Executive lists, rate schedules underwriting information, the terms of contracts and policies, marketing plans, program design, trade secrets, and any such information provided by a third party to Progressive in confidence. Executive represents that upon Executive’s separation, Executive will return to Progressive any records in Executive’s possession containing Proprietary Information of Progressive or records that are the property of Progressive. Executive further agrees to honor Executive’s obligations under the “Protecting Progressive Assets” policy set forth in Progressive’s Code of Business Conduct and Ethics, including with respect to Proprietary Information and Inventions as defined therein.

 

8.

If Executive fails to comply with or perform any of the provisions, covenants, obligations, terms or provisions of this Agreement or the Plan, or of any other agreement between Executive and Progressive that survives this Agreement, Employer’s obligations hereunder shall terminate immediately.

 

9.

In consideration of the above undertakings of Employer, Executive hereby releases Employer, Progressive and their respective affiliates, officers, directors, Executives, agents, successors and assigns (collectively, the “Released Entities”), from any and all


claims, liabilities, demands, actions, suits and causes of action, whether known or unknown, that Executive ever had or now has against any of the Released Entities, including but not limited to claims arising under the Age Discrimination in Employment Act, as amended, and other claims relating to Executive’s employment with Progressive and the termination of that employment (collectively “Claims”).

[If Executive is a California resident, include the following: Executive acknowledges that he/she has read and understands California Civil Code Section 1542, which reads as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

Executive hereby waives the provisions and protections of California Civil Code Section 1542 and agrees that the above release shall apply to all Claims that Executive ever had or now has against the Released Entities, regardless of whether Executive currently is aware of the Claims or suspects that they exist]

10.

Executive agrees to cooperate fully with Employer in any litigation or other legal proceeding that may arise out of matters that were under Executive’s responsibility or that were related to, or caused by, actions of the Executive.

 

11.

All capitalized terms used in this Agreement shall have the meanings given to them in the Plan, unless otherwise required clearly by the context or defined specifically herein.

 

12.

This Agreement, together with the Plan and the other documents referred to herein, constitutes the entire agreement of the parties, superseding all prior oral or written representations, agreements and understandings relating to the subject matter of this Agreement. Any modifications of this Agreement must be in a writing signed by both parties in order to be effective. Executive may not assign this Agreement or any of his/her rights or obligations hereunder without Employer’s prior written consent. This Agreement is subject to the terms, provisions and limitations of the Plan in all respects.

 

13.

Executive has read and understands all of the terms of this Agreement and Executive has been encouraged to consult with an attorney. Executive acknowledges that he/she has been given a period of at least forty-five (45) days to review this Agreement with an attorney and individuals of his/her own choosing and consider its effect, including Executive’s release of rights. Executive signs this Agreement in exchange for the consideration to be given to him/her, which Executive acknowledges is adequate and satisfactory. Neither Progressive nor its agents, representatives or Executives have made any representations to Executive concerning the terms or effects of this Agreement other than those contained in this Agreement or the Plan.


14.

IMPORTANT! YOU HAVE NINETY (90) DAYS AFTER YOUR TERMINATION DATE WITHIN WHICH TO SIGN THIS AGREEMENT AND RETURN IT TO EMPLOYER. IF YOU FAIL TO MEET THIS DEADLINE, YOU WILL NO LONGER BE ELIGIBLE FOR A SEPARATION ALLOWANCE. AFTER YOU HAVE SIGNED THIS AGREEMENT YOU HAVE SEVEN (7) DAYS WITHIN WHICH TO REVOKE IT FOR ANY REASON. YOU DO NOT NEED EMPLOYER’S CONSENT IN ORDER TO REVOKE THIS AGREEMENT, BUT YOU MUST GIVE NOTICE OF YOUR REVOCATION BY WRITING SENT TO EMPLOYER’S CHIEF LEGAL OFFICER AT 6300 WILSON MILLS ROAD, MAYFIELD VILLAGE, OHIO 44143 WITHIN THE SEVEN (7) DAY REVOCATION PERIOD. THIS AGREEMENT WILL NOT BE EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF THE SEVEN (7) DAY REVOCATION PERIOD.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated above.

Witness

Executive

By:

Title:

Witness

Employer

By:

Title:

 

 

 

First Amendment to
The Progressive Corporation
Executive Separation Allowance Plan
(2006 Amendment and Restatement)

WHEREAS, The Progressive Corporation Executive Separation Allowance Plan (“Plan”) is currently maintained pursuant to the 2006 Amendment and Restatement; and

WHEREAS, it is deemed desirable to amend the Plan further;

NOW, THEREFORE, effective August 1, 2007, the Plan is hereby amended as set forth below:

1.

Section 2.1 of the Plan is hereby amended by deleting the phrase “ninety (90) days” and inserting in lieu thereof the phrase “forty-five (45) days”.

2.

Section 2.2 of the Plan is hereby amended by deleting the phrase “ninety (90) days” and inserting in lieu thereof the phrase “forty-five (45) days”.

3.

Section 14 of the Separation Agreement and General Release attached to the Plan as Exhibit A is hereby amended by deleting the phrase “NINETY (90) DAYS” and inserting in lieu thereof the phrase “FORTY-FIVE (45) DAYS”.

4.

The following is hereby added as new Section 2.4 of the Plan:

“2.4 Notwithstanding anything in this Plan to the contrary, an Eligible Employee shall not be entitled to receive a separation allowance, and any Separation Agreement and General Release that such Eligible Employee previously may have executed shall be considered null and void, if, at any time prior to payment of a separation allowance to such Eligible Employee, the Company determines that the Eligible Employee has at any time prior to such payment committed a violation of Progressive’s Code of Business Conduct and Ethics that would have led Progressive to terminate the Eligible Employee’s employment in accordance with Progressive’s then current disciplinary practices with respect to the type of violation in question had the Eligible Employee still been actively employed.”

5.

Except as expressly set forth in this Amendment, the terms and provisions of the Plan shall remain entirely unchanged and continue in full force and effect.

IN WITNESS WHEREOF, the Company has hereunto caused this Amendment to be executed by its duly authorized representative as of the 20th day of August, 2007.

The Progressive Corporation

By:

/s/ Charles E. Jarrett

Title:

Vice President

 

Second Amendment to

The Progressive Corporation

Executive Separation Allowance Plan

(2006 Amendment and Restatement)

WHEREAS, The Progressive Corporation Executive Separation Allowance Plan (“Plan”) is currently maintained pursuant to the 2006 Amendment and Restatement; and

WHEREAS, it is deemed desirable to amend the Plan further;

NOW, THEREFORE, effective May 22, 2009, the Plan is hereby amended as set forth below:

1.

Sections 2.1 and 2.3 are hereby amended and restated in their entirety to provide as follows:

“2.1 An Eligible Employee shall be entitled to receive a separation allowance under this Plan if (i) Progressive terminates his/her employment for reasons other than resignation (including retirement), death, disability (except as provided in Section 2.3 below), leave of absence or discharge for Cause, and (ii) the Eligible Employee signs a Termination Agreement and General Release and delivers it to the Company within forty-five (45) days after the Eligible Employee’s Separation Date.

***

2.3 Notwithstanding the preceding provisions of this Section 2, no Eligible Employee shall be entitled to receive a separation allowance if he/she is on a medical or other leave of absence, except for an Eligible Employee who, on his or her Separation Date, is receiving long-term disability benefits under the Applicable Group Insurance Plan or is on a qualifying leave pursuant to the Family and Medical Leave Act, the Uniformed Services Employment and Reemployment Rights Act, or any other local, state or federal law pursuant to which the Eligible Employee has a lawful right to a separation allowance upon termination of employment or resignation due to Job Change.”

2.

Section 4.1 of the Plan is hereby amended and restated in its entirety to provide as follows:

“4.1 An Eligible Employee whose employment has been terminated under the Plan may elect to continue his/her and his/her dependents’ medical, dental and vision coverages, if any, under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), as further provided in the Applicable Group Insurance Plan (to the extent he/she and his/her dependents were receiving such coverages immediately prior to his/her Separation Date), for the period provided in the Applicable Group Insurance Plan and subject to the terms and conditions thereof. If a terminated Eligible Employee who is entitled to a separation allowance under the preceding provisions of this Plan elects to continue his/her and/or his/her dependents’ medical, dental and/or vision coverages under the Applicable Group Insurance Plan, the Eligible Employee’s Participating Employer will pay the cost of continuing such coverages for a period not to exceed the number of weeks of Compensation used in computing the amount of his/her separation allowance under Section 3.1 above, provided that the Eligible Employee makes payments to the Participating Employer at such times as the Participating Employer shall specify equal to the contributions the Eligible Employee would have had to make for those coverages for

1


such period had he/she continued to receive those coverages as an active employee during such period, all as determined by the Participating Employer.”

3.

Section 3 of the Executive Separation Agreement and General Release attached to the Plan as Exhibit A is hereby amended and restated in its entirety to provide as follows:

“3. Executive shall be entitled to continue his/her and his/her dependents’ medical, dental and vision coverages under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), as further provided in The Progressive Health, Life and Disability Benefits Plan (“Group Insurance Plan”), for the period specified in the Group Insurance Plan, subject to the terms, conditions and limitations of the Group Insurance Plan. If Executive elects to continue any of such coverages, Employer shall pay the cost of continuing such coverages for a period not to exceed the number of weeks of Compensation used in computing the amount of the Executive’s Separation Allowance under Section 1 above, provided that Executive makes payments to Employer at such times as Employer shall specify equal to the contributions the Executive would have had to make for those coverages for such period had he/she continued to receive those coverages as an active Executive during such period, all as determined by Employer. Executive also shall be entitled to the conversion privileges, if any, applicable to his/her life insurance and/or other coverages under the Group Insurance Plan.”

4.

Except as expressly set forth in this Amendment, the terms and provisions of the Plan shall remain entirely unchanged and continue in full force and effect.

IN WITNESS WHEREOF, the Company has hereunto caused this Amendment to be executed by its duly authorized representative as of the 22nd day of May, 2009.

The Progressive Corporation

By:

 

Title:

2

THIRD AMENDMENT TO

THE PROGRESSIVE CORPORATION

EXECUTIVE SEPARATION ALLOWANCE PLAN

(2006 AMENDMENT AND RESTATEMENT)

WHEREAS, The Progressive Corporation Executive Separation Allowance Plan (“Plan”) is currently maintained pursuant to the 2006 Amendment and Restatement and two amendments thereto; and

WHEREAS, it is deemed desirable to amend the Plan further;

NOW, THEREFORE, effective April 28, 2011, the Plan is hereby amended as set forth below:

1.

Section 3.1 is hereby amended and restated in its entirety to provide as follows:

3.1 The separation allowance payable to each Eligible Employee who is entitled to such allowance under Section 2 above shall be equal to the number of weeks of Compensation set forth in the table below, based on the Eligible Employee’s Grade Level and Years of Service as of his/her Separation Date:

Eligible Employees at Grade

Levels 47 through 52

26 weeks of Compensation plus two additional weeks

of Compensation for each full Year of Service in

excess of 13 Years of Service, not to exceed an

aggregate of 52 weeks of Compensation

Eligible Employees at

Grade Levels 53, 54 and 55

52 weeks of Compensation

The Company’s Chief

Executive Officer and Eligible

Employees who (i) report

directly to him/her and (ii)

have no assigned Grade Level

• Less than one Year of Service: 52 weeks of
Compensation

• At least one, but less than two, Years of Service:
104 weeks of Compensation

• At least two Years of Service: 156 weeks of
Compensation

 

2.

Except as expressly set forth in this Amendment, the terms and provisions of the Plan shall remain entirely unchanged and continue in full force and effect.

IN WITNESS WHEREOF, the Company has hereunto caused this Amendment to be executed by its duly authorized representative as of the 28th day of April, 2011.

The Progressive Corporation

By:

Title: