EX-4.25



 Exhibit 4.25 
 SECOND AMENDMENT TO THE PROGRESSIVE CORPORATION 
 EXECUTIVE DEFERRED
COMPENSATION TRUST 
 (November 8, 2002, Amendment and Restatement) 

THIS SECOND AMENDMENT, dated and effective as of the first day of May, 2007, except as otherwise set forth herein, by and between
Fidelity Management Trust Company (the “Trustee”) and The Progressive Corporation (“Company”); 
 WITNESSETH:

 WHEREAS, the Trustee and Company heretofore entered into a Trust Agreement dated November 8, 2002, with regard to The
Progressive Corporation Executive Deferred Compensation Trust (the “Trust”); and 
 WHEREAS,
Company has informed the Trustee that effective the close of business on May 1, 2007, the assets of the American
Funds® Washington Mutual Investors Fundsm – Class A shall be frozen to new contributions and exchanges in; and 

WHEREAS, Company now desires, and hereby directs the Trustee, in accordance with Section 5 and Subsection 8(g)
of the Trust Agreement, effective the close of business on May 1, 2007, to redirect all participant contributions originally directed to the American Funds® Washington Mutual Investors Fundsm
– Class A to the Vanguard Value Index Fund – Institutional Class. The parties hereto agree that the Trustee shall have no discretionary authority with respect to this
redirection directed by Company. Any variation from the procedure described herein may be instituted only at the express written direction of Company; and 
 WHEREAS, Company hereby directs the Trustee, in accordance with Section 5 and Subsection 8(g) of the Trust Agreement, effective the close of business on May 31, 2007, to liquidate all
participant balances held in the American Funds® Washington Mutual Investors Fundsm – Class A at its net asset value on such day, and to
invest the proceeds in the Vanguard Value Index Fund – Institutional Class at its net asset value on such day. The parties hereto agree that the Trustee shall have no discretionary authority with respect to this sale and transfer directed by
Company. Any variation from the procedure described herein may be instituted only at the express written direction of Company; and 
 WHEREAS, the Trustee and Company now desire to amend said Trust Agreement as provided for in Section 12 thereof; 
 NOW THEREFORE, in consideration of the above premises, the Trustee and Company hereby amend the Trust Agreement by: 
  

	 	(1)	 Effective the close of business on May 1, 2007, amending the “investment options” section of Schedule “A” to delete the
reference to “Washington Mutual Investors Fund – Class A” and replace it with “American
Funds® Washington Mutual Investors Fundsm – Class A (frozen to new contributions and exchanges in).” 



 

	 	(2)	Effective the close of business on May 1, 2007, amending the “investment options” section of Schedule “A” to add the following:


  

	 	•	 	 Vanguard Value Index Fund—Institutional Class 


  

	 	•	 	 Vanguard Growth Index Fund—Institutional Class 


  

	 	•	 	 Vanguard Mid-Cap Index Fund—Institutional Class 


  


	 	•	 	 Vanguard Total International Stock Index Fund – Investor Class 



 

	 	•	 	 Vanguard Small-Cap Index Fund – Institutional Class 


  








	 	(3)	Effective the close of business on May 31, 2007, amending the “investment options” section of Schedule “A” to delete the following:


  

	 	•	 	 American
Funds® Washington Mutual Investors Fundsm – Class A (frozen to new contributions and exchanges in) 



IN WITNESS WHEREOF, the Trustee and Company have caused this Second Amendment to be executed by their duly authorized officers. By signing
below, the undersigned represent that they are authorized to execute this document on behalf of the respective parties. Notwithstanding any contradictory provision of the Trust Agreement that this document amends, each party may rely without duty of
inquiry on the foregoing representation. 
  

													
	THE PROGRESSIVE CORPORATION	 	FIDELITY MANAGEMENT TRUST COMPANY
							
	By: 	 	/s/Charles E.
Jarrett                    	 	4/27/07	 		 	By:	  	/s/Stephanie Nick                	  	5/9/07
							
		 	Authorized Signatory                    	 	Date	 		 		  	Authorized Signatory            	  	Date