Executive Deferred Compensation Trust (November 8, 2002 Amendment and Restated)



 Exhibit 10.41 
 THE PROGRESSIVE CORPORATION 
 EXECUTIVE DEFERRED COMPENSATION
TRUST 
 (NOVEMBER 8, 2002 AMENDMENT AND RESTATEMENT) 
 WHEREAS, The Progressive Corporation Executive Deferred Compensation Trust is currently maintained pursuant to a December 1, 1998
Amendment and Restatement between The Progressive Corporation (“Company”) and American Express Trust Company (“American Express”) as trustee, and the First Amendment thereto; and 
 WHEREAS, American Express has been removed as trustee effective upon the close of business on November 8, 2002; and 
 WHEREAS, Company has designated Fidelity Management Trust Company (“Trustee”) as the new trustee of the Plan effective
November 8, 2002; and 
 WHEREAS, Company and Trustee desire to amend and restate the Trust Agreement to reflect the
designation of Fidelity Management Trust Company as Trustee and to make certain other changes in the Trust; 
 NOW, therefore,
effective November 8, 2002, Company and Trustee hereby amend and restate the Trust Agreement in its entirety to provide as follows: 
 SECTION 1. Establishment of Trust 
 (a) Company hereby deposits with Trustee in trust Ten Dollars ($10.00), which shall become the
principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement. 
 (b) The Trust hereby
established shall be irrevocable. 
 (c) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of
subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. 
 (d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth.
Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of
Plan participants and their beneficiaries against Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein.
Any assets held by the Trust will also be subject to the federal and state law claims of general creditors of each subsidiary of Company that employs Plan participants (“Subsidiary”) in the event of Insolvency, as defined in
Section 3(a) herein, but only to the extent of the amounts due under the Plan to participants attributable to the period that such participants were employed by such Subsidiary. 
 (e) Within 30 days following the end of the Plan year(s), ending after the Trust has become irrevocable pursuant to Section 1(b) hereof, Company shall be required to irrevocably deposit additional
cash or other property to the Trust in an amount sufficient to pay each Plan participant or beneficiary the benefits payable pursuant to the terms of the Plan as of the close of the Plan year(s). Trustee shall have no duty to enforce any funding
obligations of Company and the duties of Trustee shall be governed solely by the terms of the Trust without reference to the Plan. 
 SECTION 2.
Payments to Plan Participants and Their Beneficiaries 
 (a) Company shall deliver to Trustee a schedule (the “Payment Schedule”) that
indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid
(as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such
Payment Schedule. Company shall have the sole responsibility for all tax withholding, filings and reports. Trustee shall withhold such amounts from distributions as Company may direct and shall follow the instructions of Company with respect to
remission of such withheld amounts to appropriate governmental authorities. 
  

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 (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be
determined by Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. 
 (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. Company shall notify Trustee of its decision to make payment
of benefits directly prior to the time amounts are payable to participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of
the Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient to make a payment then due under the Payment Schedule. 
 SECTION 3. Trustee Responsibility Regarding Payments to Trust Beneficiary When Company is Insolvent. 
 (a) Trustee shall cease payment of benefits to Plan participants and their beneficiaries if the Company, or any subsidiary that ever employed such
participants, is Insolvent, subject to the provisions of Section 3(b) below. Company or a Subsidiary shall be considered “Insolvent” for purposes of this Trust Agreement if (i) Company or such Subsidiary is unable to pay its
debts as they become due, or (ii) Company or such Subsidiary is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. 
 (b) At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of Company and, to the
extent provided in Section 1(d), each Subsidiary, under federal and state law as set forth below. 
 (1) The Board of
Directors and the Chief Executive Officer of Company shall have the duty to inform Trustee in writing of Company’s or any Subsidiary’s Insolvency. If a person claiming to be a creditor of Company or a Subsidiary alleges in writing to
Trustee that Company or such Subsidiary has become Insolvent, Trustee shall determine whether Company or such Subsidiary is Insolvent and, pending such determination, Trustee shall discontinue payment of benefits to Plan participants or their
beneficiaries. 
 (2) Unless Trustee has actual knowledge of Company’s or any Subsidiary’s Insolvency, or has received
notice from Company or a Subsidiary or a person claiming to be a creditor alleging that Company or a Subsidiary is Insolvent, Trustee shall have no duty to inquire whether Company or a Subsidiary is Insolvent. Trustee may in all events rely on such
evidence concerning Company’s or any Subsidiary’s solvency as may be furnished to Trustee and that provides Trustee with a reasonable basis for making a determination concerning Company’s or any Subsidiary’s solvency. Trustee may
appoint an independent accounting or consulting firm to make any determination required by Trustee under this Section 3, in which event Trustee may conclusively rely upon the determination by such firm and shall be responsible only for the
prudent selection of the firm. 
 (3) If at any time Trustee has determined that Company or a Subsidiary is Insolvent, Trustee
shall discontinue payments to all Plan participants and their beneficiaries (if Company is Insolvent) or Plan participants who were ever employed by such Subsidiary (if such Subsidiary is Insolvent), and shall hold the assets of the Trust for the
benefit of Company’s or such Subsidiary’s general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of Plan participants or their beneficiaries to pursue their rights as general creditors of Company with
respect to benefits due under the Plan or otherwise. Company shall be responsible for furnishing Trustee with current information regarding identities of Subsidiaries and participants who were ever employed by each such Subsidiary. 
 (4) Trustee shall resume the payment of benefits to Plan participants or their beneficiaries in accordance with Section 2 of this Trust
Agreement only after Trustee has determined that Company, or a Subsidiary as the case may be, is not Insolvent (or is no longer Insolvent). 
 (c) Provided that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall
include the aggregate amount of all payments due to Plan participants or their beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Plan participants or their
beneficiaries by Company in lieu of the payments provided for hereunder during any such period of discontinuance, all in accordance with the Payment Schedule, which shall be modified by Company as necessary to comply with the provisions of this
paragraph (c). 
  

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 SECTION 4. Payments to Company. 
 Except as provided in Section 3 hereof, after the Trust has become irrevocable, Company shall have no right or power to direct Trustee to return to Company or to divert to others any of the Trust
assets before all payment of benefits have been made to Plan participants and their beneficiaries pursuant to the terms of the Plan. 
 SECTION
5. Investment Authority. 
 (a) Selection of Investment Options. The Trustee shall have no responsibility for the selection of
investment options under the Trust and shall not render investment advice to any person in connection with the selection of such options. 
 (b) Available Investment Options. The Company shall direct the Trustee as to what investment options the Trust shall be invested in (i) during the period beginning on the initial transfer of assets
to the Trust and ending on the completion of the reconciliation of Trust records (the “reconciliation period”), and (ii) following the reconciliation period, subject to the following limitations. The Company may determine to offer as
investment options only (i) publicly-traded common stock issued by the Company (“Company Stock”)”, and (ii) securities issued by the investment companies advised by Fidelity Management & Research Company and certain
investment companies not advised by Fidelity Management & Research Company identified collectively as Mutual Funds on Schedule “A” attached hereto; provided, however, that the Trustee shall not be considered a fiduciary with
investment discretion. The Company may add or remove investment options with the consent of the Trustee (which shall not be unreasonably withheld) and upon mutual amendment of this Trust Agreement and the Schedules thereto to reflect such additions.

 (c) Investment Directions. The Company shall direct the Trustee as to the investment of Trust assets. In order to provide for
an accumulation of assets comparable to the contractual liabilities accruing under the Plan, the Company may direct the Trustee in writing to invest the assets held in the Trust to correspond to the hypothetical investments made for Participants
under the Plan. Such directions may be made by Plan participants by use of the telephone exchange system, the internet or such other electronic means as may be agreed upon from time to time by the Company and the Trustee, maintained for such
purposes by the Trustee or its agents, in accordance with written Exchange Guidelines attached hereto as Schedule “E”. In the event that the Trustee fails to receive a proper direction from the Company or from Participants, the assets in
question shall be invested in Fidelity Retirement Money Market Portfolio until the Trustee receives a proper direction. 
 The
Company’s designation of available investment options under paragraphs (a) and (b) above, the maintenance of accounts for each Plan participant and the crediting of hypothetical shares of Company Stock or other investments to such
accounts, the giving of investment directions by participants under this paragraph (c), and the exercise by participants of any other powers relating to investments under this Section 4 are solely for the purpose of providing a mechanism for
measuring the obligation of the Company to any particular participant under the applicable Plan. As provided in Section 1(d) above, no participant or beneficiary will have any preferential claim to or beneficial ownership interest in any asset
or investment of the Trust, and the rights of any participant and his or her beneficiaries under the applicable Plan and the Trust are solely those of an unsecured general creditor of the Company with respect to the benefits of the participant under
the Plan. 
 (d) Mutual Funds. The Company hereby acknowledges that it has received from the Trustee a copy of the prospectus
for each Mutual Fund selected by the Company as a Plan investment option. Trust investments in Mutual Funds shall be subject to the following limitations: 
 (i) Execution of Purchases and Sales. Purchases and sales of Mutual Funds (other than for Exchanges) shall be made on the date on which the Trustee receives from the Company in good order all information
and documentation necessary to accurately effect such purchases and sales (or in the case of a purchase, the subsequent date on which the Trustee has received a wire transfer of funds necessary to make such purchase). Transactions involving Mutual
Funds not advised by Fidelity Management & Research Company shall be executed in accordance with the operating procedures set forth in Schedule “D” attached hereto. Exchanges of Fidelity Mutual Funds shall be made on the same
business day that the Trustee receives a proper direction if received before market close (generally 4:00 p.m. eastern time); if the direction is received after market close (generally 4:00 p.m. eastern time), the exchange shall be made the
following day. 
 (ii) Voting. At the time of mailing of notice of each annual or special stockholders’
meeting of any Mutual Fund, the Trustee shall send a copy of the notice and all proxy solicitation materials to the Company, together with a voting direction form for return to the Trustee or its designee. The Trustee shall vote the shares held in
the Trust in the same manner as directed by the Company. The Trustee shall not vote shares for which it has received no corresponding directions from the Company. With respect to all rights other than the right to vote, the Trustee shall follow the
directions of the Company. 
  

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 (e) Company Stock. Trust investments in Company Stock shall be subject to the following
limitations: 
 (i) Acquisition Limit. The Trust may be invested in Company Stock to the extent directed by the
Company. The Company shall have the responsibility to determine and monitor the suitability of Company Stock as an investment medium under the Trust. 
 (ii) Acquisition of Company Stock. The Company shall continually monitor the suitability of acquiring and holding Company Stock. The Trustee shall not be liable for any loss, or expense, which arises from
the directions of the Company with respect to the acquisition and holding of Company Stock, unless it is clear on their face that the actions to be taken under those directions would be prohibited by any applicable law or would be contrary to the
terms of this Agreement. 
 (iii) Execution of Purchases and Sales. 
 (A) Purchases and sales of Company Stock (other than for exchanges) shall be made on the open market on the date on which the
Trustee receives from the Company in good order all information, documentation, and wire transfer of funds (if applicable), necessary to accurately effect such transactions. Exchanges of Company Stock shall be made in accordance with the Exchange
Guidelines attached hereto as Schedule “E”. Such general rules shall not apply in the following circumstances: 
 (1) If the Trustee is unable to purchase or sell the total number of shares required to be purchased or sold on such day as a result of market conditions; or 
 (2) If the Trustee is prohibited by the Securities and Exchange Commission, the New York Stock Exchange, or any other
regulatory body from purchasing or selling any or all of the shares required to be purchased or sold on such day. 
 In the event of the
occurrence of the circumstances described in (1) or (2) above, the Trustee shall purchase or sell such shares as soon as possible thereafter and shall determine the price of such purchases or sales to be the average purchase or sales price
of all such shares purchased or sold, respectively. The Trustee may follow directions from the Company to deviate from the above purchase and sale procedures provided that such direction is made in writing by the Company. 
 (B) Purchases and Sales from or to Company. If directed by the Company in writing prior to the trading date, the Trustee may
purchase or sell Company Stock from or to the Company if the purchase or sale is for adequate consideration and no commission is charged. 
 (C) Use of an Affiliated Broker. The Company hereby directs the Trustee to use Fidelity Capital Markets (“Capital Markets”) to provide brokerage services in connection with any purchase or sale
of Company Stock. Capital Markets shall execute such directions directly or through its affiliate, National Financial Services Company (“NFSC”). The provision of brokerage services shall be subject to the following: 
 (1) As consideration for such brokerage services, the Company agrees that Capital Markets shall be entitled to remuneration
under this authorization provision in the amount of five cents ($.05) commission on each share of Company Stock up to 10,000 shares in a singular transaction, four cents ($.04) commission on each share of Company Stock from 10,001 to 19,999 shares
in a singular transaction, and three and four-tenth cents ($.034) commission on each share of Company Stock in excess of 19,999 shares in a singular transaction. Any increase in such remuneration may be made only by a signed agreement between
Company and Trustee. 
 (2) The Trustee will provide the Company with the following: a description of Capital
Markets’ brokerage placement practices and a form by which the Company may terminate this direction to use a broker affiliated with the Trustee. The Trustee will provide the Company with this termination form annually, as well as quarterly and
annual reports which summarize all securities transaction-related charges incurred by the Plan. 
 (3) Any
successor organization of Capital Markets, through reorganization, consolidation, merger or similar transactions, shall, upon consummation of such transaction, become the successor broker in accordance with the terms of this authorization provision.

  

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 (4) The Trustee and Capital Markets shall continue to rely on this
direction provision until notified to the contrary. The Company reserves the right to terminate this direction upon written notice to Capital Markets (or its successor) and the Trustee. 
 (iv) Securities Law Reports. The Company shall be responsible for filing all reports required under Federal or state
securities laws with respect to the Trust’s ownership of Company Stock, including, without limitation, any reports required under section 13 or 16 of the Securities Exchange Act of 1934, and shall immediately notify the Trustee in writing of
any requirement to stop purchases or sales of Company Stock pending the filing of any report. The Company shall be responsible for the registration of any Plan interests to the extent required under Federal or state securities law. The Trustee shall
provide to the Company such information on the Trust’s ownership of Company Stock as the Company may reasonably request in order to comply with Federal or state securities laws. 
 (v) Voting and Tender Offers. Notwithstanding any other provision of this Agreement the provisions of this Section shall
govern the voting and tendering of Company Stock. The Company shall pay for all printing, mailing, tabulation and other costs associated with the voting and tendering of Company Stock. The Trustee, after consultation with the Company, shall prepare
the necessary documents associated with the voting and tendering of Company Stock. 
 (A) Voting. When the issuer
of Company Stock prepares for any annual or special meeting, the Company shall notify the Trustee at least thirty (30) days in advance of the intended record date and shall cause a copy of all proxy solicitation materials to be sent to the
Trustee. The Trustee shall prepare a voting instruction form and shall provide a copy to the Company, to be returned to the Trustee or its designee. Upon its receipt of the directions, the Trustee shall vote the shares of Company Stock as directed
by the Company. Except as otherwise required by law, the Trustee shall not vote shares of Company Stock for which it has received no directions from the Company. 
 (B) Tender Offers. Upon commencement of a tender offer for any securities held in the Trust that are Company Stock, the
Company shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Trustee shall prepare a tender instruction form and shall provide a copy to the Company, to be
returned to the Trustee or its designee. Upon receipt of directions, the Trustee shall tender or not tender shares of Company Stock as directed by the Company. Except as otherwise required by law, the Trustee shall not tender shares of Company Stock
for which it has received no directions from the Company. Pending receipt of directions from the Company as to which of the remaining investment options the proceeds should be invested in, the Trustee shall invest the proceeds in Fidelity Retirement
Money Market Portfolio. 
 (vi) General. With respect to all rights other than the right to vote, the right to
tender, and the right to withdraw shares previously tendered, in the case of Company Stock credited to a participant’s accounts, the Trustee shall follow the directions of the Company. 
 (vii) Conversion. All provisions in this Section 5(e) shall also apply to any securities received as a result of a
conversion of Company Stock. 
 SECTION 6. Disposition of Income. 
 (a) During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested. 
 SECTION 7. Accounting by Trustee. 
 (a) Trustee shall keep accurate and detailed records of all
investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Company and Trustee. Within 30 days following the close of each calendar year and within
60 days after the removal or resignation of Trustee, Trustee shall deliver to Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or
resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued
interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. 
  

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 SECTION 8. Responsibility of Trustee. 
 (a) Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request, or approval given by Company which is contemplated by, and
in conformity with, the terms of this Trust and is given in writing by Company. In the event of a dispute between Company and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute. 
 (b) Trustee may consult with legal counsel (who may also be counsel for Company generally) with respect to any of its duties or obligations hereunder.

 (c) Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in
performing any of its duties or obligations hereunder. 
 (d) Trustee shall have, without exclusion, all powers conferred on trustees by
applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy
(as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy and shall act with respect to any such policy only as directed by Company.

 (e) However, notwithstanding the provisions of Section 8(d) above, Trustee may loan to Company the proceeds of any borrowing against an
insurance policy held as an asset of the Trust. 
 (f) Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement or to
applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations
promulgated pursuant to the Internal Revenue Code. 
 (g) The Trustee may rely without question on directions received from the Company as set
forth in Schedule “C”. 
 SECTION 9. Compensation and Expenses of Trustee. 
 Company shall pay all administrative and Trustee’s fees and expenses. If not so paid, the fees and expenses shall be paid from the Trust. Fees payable
to the Trustee shall be set forth in Schedule “B”. 
 SECTION 10. Resignation and Removal of Trustee. 
 (a) Trustee may resign at any time by written notice to Company, which shall be effective not less than 180 days after receipt of such notice unless Company
and Trustee agree otherwise. 
 (b) Trustee may be removed by Company on not less than 180 days notice or upon shorter notice accepted by
Trustee. 
 (c) If Trustee resigns or is removed within two years after a Change of Control, as defined herein, Company shall apply to a court
of competent jurisdiction for the appointment of a successor trustee or for instructions. 
 (d) Upon resignation or removal of Trustee and
appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 60 days after receipt of notice of resignation, removal or transfer, unless Company extends the time
limit. 
 (e) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date
of resignation or removal under paragraphs (a) or (b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee
in connection with the proceeding shall be allowed as administrative expenses of the Trust. 
 Section 11. Appointment of Successor.

 (a) If Trustee resigns or is removed in accordance with Section 10(a) or (b) hereof, Company may appoint any third party, such as a
bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who
shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by Company or the successor Trustee to evidence the
transfer. 
  

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 (b) If Trustee resigns or is removed pursuant to the provisions of Section 10(c) hereof and a court of
competent jurisdiction appoints a successor Trustee, the appointment shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust
assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer. 
 (c) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and Company
shall indemnify and defend the successor Trustee from any claims or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. 
 SECTION 12. Amendment or Termination. 
 (a) This
Trust Agreement may be amended by a written instrument executed by Trustee and Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plan or shall make the Trust revocable after it has become irrevocable in
accordance with Section 1(b) hereof. Company shall be solely responsible for determining whether an amendment conflicts with the terms of the Plan. 
 (b) The Trust shall not terminate until the date on which Plan participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan. Upon termination of the Trust any
assets remaining in the Trust shall be returned to Company pursuant to certification of Company to Trustee that the conditions for termination of the Trust have been met. 
 (c) Upon written approval of participants or beneficiaries entitled to payment of benefits pursuant to the terms of the Plan, Company may terminate this Trust prior to the time all benefit payments under
the Plan have been made. All assets in the Trust at termination shall be returned to Company. 
 SECTION 13. Miscellaneous. 
 (a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining
provisions hereof. 
 (b) Benefits payable to Plan participants and their beneficiaries under this Trust Agreement may not be anticipated,
assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process. 
 (c) This Trust Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. 
 (d) For purposes of this Trust, Change of Control shall mean a “Change in Control” or “Potential Change in Control” within the meaning of The Progressive Corporation 1995 Incentive
Plan. Company shall notify Trustee promptly of any Change of Control and Trustee shall have no responsibility to independently determine whether a Change of Control has occurred. 
 (e) Company shall indemnify Trustee against, and hold Trustee harmless from, any and all loss, damage, penalty, liability, cost, expense and reasonable attorney’s fees and disbursements, that may be
incurred by, imposed upon or asserted against Trustee by reason of any claim, regulatory proceeding or litigation arising from any act done or omitted to be done by any individual or person with respect to the Plan or Trust, excepting only any and
all loss, damage, penalty, liability, cost, expense and reasonable attorney’s fees and disbursements, to the extent arising from Trustee’s negligence in performing or failing to perform any of the duties specifically allocated to the
Trustee under the terms of this Agreement or from the Trustee’s willful misconduct or bad faith. Trustee agrees to indemnify and hold Company harmless from and against any and all loss, damage, penalty, liability, cost, expense and reasonable
attorney’s fees and disbursements incurred by, imposed upon or asserted against Company by reason of any claim, regulatory proceeding or litigation to the extent arising from the Trustee’s negligence in performing or failing to perform any
of the duties specifically allocated to the Trustee under the terms of this Agreement or from the Trustee’s willful misconduct or bad faith. 
  

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 SECTION 14. Transferred Assets; Administration of Transferred Assets; Powers and Duties of Trustee.

 (a) There will, from time to time, subsequent to December 1, 2000, be delivered to the Trustee cash proceeds (“Midland
Assets”) previously held pursuant to the Midland Companies’ Amended and Restated Director and Executive Cash or Deferred Compensation Plan (“Midland Plan”). All such Midland Assets shall be held, administered and disbursed by the
Trustee as part of the Trust, pursuant to the provisions of this Agreement, as in effect from time to time subsequent to December 1, 2000. 
 (b) The Trustee will have no duty to verify whether the amount of any such Midland Assets delivered to it is correct, and shall have no duty of inquiry into the prior administration of the Midland Plan or funding for the Midland Plan.

 (c) Such Midland Assets shall be invested in accordance with the provisions of Section 5. 
 IN WITNESS WHEREOF, Company and Trustee have hereunto caused this Trust Agreement to be executed by their duly authorized representatives as
of the date set forth above. 
  

									
	THE PROGRESSIVE CORPORATION	 		 	FIDELITY MANAGEMENT TRUST COMPANY
					
	By:	 	/s/ Stephen D. Peterson	 		 	By:	 	/s/ Carolyn Redden
	Title:	 	Treasurer	 		 	Title:	 	Vice President
	Date:	 	November 7, 2002	 		 	Date:	 	November 8, 2002

  

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 SCHEDULE “A” 
 RECORDKEEPING AND ADMINISTRATIVE SERVICES 
  

	*	The Trustee will provide only the recordkeeping and administrative services set forth on this Schedule “A” and no others. 

 Administration 
  

	 	•	 	 Establishment and maintenance of participant account and election percentages. 


  

	 	*	Maintenance of the following money classifications: 

 1995 Gainshare 
 1996 Gainshare 
 1997 Gainshare 
 1998 Gainshare 
 1999 Gainshare 
 Midland 
 Deferred to Age 43 
 Deferred to Age 47 
 Deferred to Age 51 
 Deferred to Age 55 
 Deferred to Age 59 
 Deferred til term 
  

	 	*	Maintenance of the following plan investment options: 

 Fidelity Retirement Money Market Portfolio 
 Oakmark Equity & Income Fund

 Vanguard Institutional Index Fund 
 Washington Mutual Investors Fund - Class A 
 Fidelity Dividend Growth Fund

 Fidelity Mid-Cap Stock Fund 
 Wasatch Small Cap Growth Fund 
 Fidelity Diversified International Fund 

FMA Small Company Portfolio - Institutional Class 
 Janus Worldwide Fund 
 PIMCO Total Return Fund (Admin) 
 The Progressive Corporation Stock Fund 
 Processing 
  

	*	Processing of mutual fund trades and employer stock. 

  

	*	Maintain and process changes to participants’ prospective investment mix elections. 

  

	*	Process exchanges between investment options on a daily basis. 

  

	*	Provide as requested processing of payroll contribution data via plan Sponsor Workstation. 

  

	*	Provide as requested reconciliation and processing of participant withdrawal requests as approved and directed by the Company. All withdrawal requests will be based on
the current market values of the participants’ accounts, not advances or estimated values. The “current market value” of a participant’s account shall be the account value on the business day that direction is received from the
Company in good order by the Trustee, if such direction is received before 4:00 p.m. (E.T.). If direction from the Company is received by the Trustee after 4:00 p.m. (E.T.) on a business day, then the current market value of a participant’s
account shall be the account value on the next business day. 

  

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 Other 
  

	*	Prepare, reconcile and deliver a monthly Trial Balance Report presenting all money classes and investments. This report is based on the market value as of the last
business day of the month. The report will be delivered not later than thirty (30) days after the end of each month in the absence of unusual circumstances. 

  

	*	Prepare, reconcile and deliver a Quarterly Administrative Report presenting both on a participant and a total plan basis all money classes, investment positions and a
summary of all activity of the participant and plan as of the last business day of the quarter. The report will be delivered not later than thirty (30) days after the end of each quarter in the absence of unusual circumstances.


  

	*	Prepare and distribute, either to the Company or to each plan participant directly, a quarterly detailed participant statement reflecting all activity for the period.
Statements will be delivered not later than thirty (30) days after each quarter in the absence of unusual circumstances. 

  

	*	Provide monthly trial balance 

  

	*	Prepare and mail to the participant, a confirmation of the transactions exchanges and changes to investment mix elections within five (5) business days of the
participants instructions. 

  

	*	Provide access to Plan Company Webstation (PSW). PSW is a graphical, Windows-based application that provides current plan and participant-level information, including
indicative data, account balances, activity and history. 

  

	*	Provide Mutual Fund tax reporting (Forms 1099 Div. And 1099-B) to the Company. 

  

	*	Provide necessary account information to the Company for issuance of participant checks and tax reporting. 

  

	*	Prepare employee communications describing available investment options, including multimedia informational materials and group presentations. 


COMMUNICATION SERVICES. 
  

	*	PROVIDE EMPLOYEE COMMUNICATIONS DESCRIBING AVAILABLE INVESTMENT OPTIONS, INCLUDING MULTIMEDIA INFORMATIONAL MATERIALS AND GROUP PRESENTATIONS. 


 

	*	FIDELITY PORTFOLIOPLANNER (SM), AN INTERNET-BASED EDUCATIONAL SERVICE FOR PARTICIPANTS THAT GENERATES TARGET ASSET ALLOCATIONS AND RECOMMENDED MODEL PORTFOLIOS
CUSTOMIZED TO INVESTMENT OPTIONS IN THE PLAN(s) BASED UPON METHODOLOGY PROVIDED BY STRATEGIC ADVISERS, INC., AN AFFILIATE OF THE TRUSTEE. THE COMPANY ACKNOWLEDGES THAT IT HAS RECEIVED THE ADV PART II FOR STRATEGIC ADVISERS, INC. MORE THAN 48 HOURS
PRIOR TO EXECUTING THE TRUST. 

  

									
	ADMINISTRATOR	 		 	FIDELITY MANAGEMENT TRUST COMPANY
					
	By:	 	/s/ Stephen D. Peterson	 		 	By:	 	/s/ Carolyn Redden
	Title:	 	Treasurer	 		 	Title:	 	Vice President
	Date:	 	November 7, 2002	 		 	Date:	 	November 8, 2002

  

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 SCHEDULE “B” 
 FEE SCHEDULE 
  

	*	ANNUAL RECORDKEEPING FEE $10,000.00 PER YEAR BILLED AND PAYABLE ON A QUARTERLY BASIS. 

  

	 	•	 	 This fee will be imposed for each calendar quarter, or any part thereof, that it remains necessary to maintain a participant’s account(s) as part
of the Plan’s records, e.g., vested, deferred, forfeiture, and terminated participants who must remain on file through calendar year-end for reporting purposes. 


  

	*	NON-FIDELITY MUTUAL FUNDS NON-FIDELITY MUTUAL FUND VENDORS SHALL PAY SERVICE FEES DIRECTLY TO FIDELITY MANAGEMENT TRUST COMPANY EQUAL TO A PERCENTAGE (GENERALLY 25 OR
35 BASIS POINTS) OF PLAN ASSETS INVESTED IN SUCH NON-FIDELITY MUTUAL FUNDS. 

 PLAN COMPANY WEBSTATION (PSW): TWO
USER I.D.’S PROVIDED FREE OF CHARGE. 
  

	*	TRUSTEE FEES 0.10% PER YEAR OF TRUST ASSETS INVESTED IN COMPANY STOCK PAYABLE PRO RATA QUARTERLY ON THE BASIS OF SUCH ASSETS AS OF THE CALENDAR QUARTER’S LAST
VALUATION DATE, BUT NO LESS THAN $5,000.00 NOR MORE THAN $35,000.00 PER YEAR. 

 Other Fees: Separate charges for extraordinary
expenses resulting from large numbers of simultaneous manual transactions, from errors not caused by Fidelity, reports not contemplated in this Agreement, corporate actions, or the provision of communications materials in hard copy which are also
accessible to participants via electronic services in the event that the provision of such material in hard copy would result in an additional expense deemed to be material. 
  

									
	ADMINISTRATOR	 		 	FIDELITY MANAGEMENT TRUST COMPANY
					
	By:	 	/s/ Stephen D. Peterson	 		 	By:	 	/s/ Carolyn Redden
	Title:	 	Treasurer	 		 	Title:	 	Vice President
	Date:	 	November 7, 2002	 		 	Date:	 	November 8, 2002

  

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 SCHEDULE “C” 
 [Progressive Logo] 
 Ms. Carolyn Redden 
 Fidelity Investments Institutional Operations Company 
 82 Devonshire Street, MM3H 
 Boston, Massachusetts 02109 
 The Progressive Corporation Executive 
 Deferred Compensation Plan 
 *** NOTE: THIS SCHEDULE SHOULD CONTAIN NAMES AND SIGNATURES FOR ALL INDIVIDUALS WHO WILL BE PROVIDING DIRECTIONS TO FIDELITY REPRESENTATIVES
IN CONNECTION WITH THE PLAN. 
 FIDELITY REPRESENTATIVES WILL BE UNABLE TO ACCEPT DIRECTIONS FROM ANY INDIVIDUAL WHOSE NAME DOES
NOT APPEAR ON THIS SCHEDULE.*** 
 Dear Ms. Redden: 
 This letter is sent to you in accordance with Section 8(g) of the Trust Agreement, dated as of November 8, 2002, between [name of Company] and Fidelity Management Trust Company. [I or We] hereby
designate [name of individual], [name of individual], and [name of individual], as the individuals who may provide directions upon which Fidelity Management Trust Company shall be fully protected in relying. Only one such individual need provide any
direction. The signature of each designated individual is set forth below and certified to be such. 
 You may rely upon each
designation and certification set forth in this letter until [I or we] deliver to you written notice of the termination of authority of a designated individual. 
  

			
	 Very truly yours,
  
 The Progressive Corporation

		
	By:	 	/s/ Stephen D. Peterson
	Title:	 	Treasurer
	Date:	 	November 7, 2002


  
  

	
	
	/s/ Diane Hanowitz
	
	/s/ Diane Morrissey
	
	/s/ Francesca Scafidi

  

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 SCHEDULE “D” 
 OPERATIONAL GUIDELINES FOR NON-FIDELITY MUTUAL FUNDS 
 Pricing 
 By 7:00 p.m. Eastern Time (“ET) each Business Day, the Non-Fidelity Mutual Fund Vendor (Fund Vendor) will input the following information (“Price
Information”) into the Fidelity Participant Recordkeeping System (“FPRS”) via the remote access price screen that Fidelity Investment Institutional Operations Company, Inc. (“FIIOC”), an affiliate of the Trustee, has
provided to the Fund Vendor: (1) the net asset value for each Fund at the Close of Trading, (2) the change in each Fund’s net asset value from the Close of Trading on the prior Business Day, and (3) in the case of an income fund
or funds, the daily accrual for interest rate factor (“mil rate”). FIIOC must receive Price Information each Business Day (a “Business Day” is any day the New York Stock Exchange is open). If on any Business Day the Fund Vendor
does not provide such Price Information to FIIOC, FIIOC shall pend all associated transaction activity in the Fidelity Participant Recordkeeping System (“FPRS”) until the relevant Price Information is made available by Fund Vendor.

 Trade Activity and Wire Transfers 
 By 7:00 a.m. ET each Business Day following Trade Date (“Trade Date Plus One”), FIIOC will provide, via facsimile, to the Fund Vendor a consolidated report of net purchase or net redemption activity that occurred in each of the
Funds up to 4:00 p.m. ET on the prior Business Day. The report will reflect the dollar amount of assets and shares to be invested or withdrawn for each Fund. FIIOC will transmit this report to the Fund Vendor each Business Day, regardless of
processing activity. In the event that data contained in the 7:00 a.m. ET facsimile transmission represents estimated trade activity, FIIOC shall provide a final facsimile to the Fund Vendor by no later than 9:00 a.m. ET. Any resulting adjustments
shall be processed by the Fund Vendor at the net asset value for the prior Business Day. 
 The Fund Vendor shall send via regular mail to FIIOC
transaction confirms for all daily activity in each of the Funds. The Fund Vendor shall also send via regular mail to FIIOC, but no later than the fifth Business Day following calendar month close, a monthly statement for each Fund. FIIOC agrees to
notify the Fund Vendor of any balance discrepancies within twenty (20) Business Days of receipt of the monthly statement. 
 For purposes
of wire transfers, FIIOC shall transmit a daily wire for aggregate purchase activity and the Fund Vendor shall transmit a daily wire for aggregate redemption activity, in each case including all activity across all Funds occurring on the same day.

 Prospectus Delivery 
 FIIOC shall be
responsible for the timely delivery of Fund prospectuses and periodic Fund reports (“Required Materials”) to Plan participants, and shall retain the services of a third-party vendor to handle such mailings. The Fund Vendor shall be
responsible for all materials and production costs, and hereby agrees to provide the Required Materials to the third-party vendor selected by FIIOC. The Fund Vendor shall bear the costs of mailing annual Fund reports to Plan participants. FIIOC
shall bear the costs of mailing prospectuses to Plan participants. 
 Proxies 
 The Fund Vendor shall be responsible for all costs associated with the production of proxy materials. FIIOC shall retain the services of a third-party vendor to handle proxy solicitation mailings and vote
tabulation. Expenses associated with such services shall be billed directly to the Fund Vendor by the third-party vendor. 
 Participant
Communications 
 The Fund Vendor shall provide internally prepared fund descriptive information approved by the Funds’ legal counsel for
use by FIIOC in its written participant communication materials. FIIOC shall utilize historical performance data obtained from third-party vendors (currently Morningstar, Inc., FACTSET Research Systems and Lipper Analytical Services) in telephone
conversations with plan participants and in quarterly participant statements, which shall be electronic except for year-end paper reports. The Company hereby consents to FIIOC’s use of such materials and acknowledges that FIIOC is not
responsible for the accuracy of third-party information. FIIOC shall seek the approval of the Fund Vendor prior to retaining any other third-party vendor to render such data or materials under this Agreement. 
  

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 Compensation 
 FIIOC shall be entitled to fees as set forth in a separate agreement with the Fund Vendor. 
 Indemnification 
 The Fund Vendor shall be responsible for compensating participants and/or FIIOC in the event that losses occur as a
result of (1) the Fund Vendor’s failure to provide FIIOC with Price Information or (2) providing FIIOC with incorrect Price Information. 
  

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 SCHEDULE “E” 
 EXCHANGE GUIDELINES 
 The following exchange guidelines are currently
employed by Fidelity Investments Institutional Operations Company, Inc. (FIIOC). 
 Exchange hours, via a Fidelity Participant service
representative, are 8:30 a.m. (ET) to 8:00 p.m. in the Participant’s time zone in the continental United States on each business day. A “business day” is any day on which the New York Stock Exchange (NYSE) is open. 
 Exchanges via the internet (Netbenefits) may be made virtually 24 hours a day. 
 Exchanges via Voice Response System (“VRS”) may be made virtually 24 hours a day. 
 FIIOC reserves the right to change these exchange guidelines at its discretion. 
 Note: The NYSE’s normal closing time is 4:00
p.m. (ET); in the event the NYSE alters its closing time, all references below to 4:00 p.m. (ET) shall mean the NYSE closing time as altered. 
 MUTUAL FUNDS 
 EXCHANGES BETWEEN MUTUAL FUNDS 
 In accordance with this Agreement, the Sponsor may direct that Participants contact Fidelity on any day to exchange between mutual funds. If the request is
confirmed before the close of the market (generally, 4:00 p.m. ET) on a business day, it will receive that day’s trade date. Requests confirmed after the close of the market on a business day (or on any day other than a business day) will be
processed on a next day basis. 
 Participants who wish to exchange out of a mutual fund into another mutual fund may call two times each
quarter. 
 SPONSOR STOCK 
  

	I.	EXCHANGES FROM MUTUAL FUNDS INTO SPONSOR STOCK 

 Sponsor Stock exchanges are processed on a weekly cycle - Monday through Thursday. On the day the window closes or next valid trade date, the mutual fund is sold. The day after the window closes or next
valid trade date, the stock is purchased. The stock purchase is seen in the account two days after the close of the window (day after trade date). The purchase of the stock is settled currently (trade date + 3 days). 
 Participants who wish to exchange out of a mutual fund into Sponsor Stock may call two times each quarter. 
  

	II.	EXCHANGES FROM SPONSOR STOCK INTO MUTUAL FUNDS 

 Sponsor Stock exchanges are processed on a weekly cycle - Monday through Thursday. On the day after the close of the window or next valid trade date, the stock is sold. During the settlement period (three
days), the balance is reduced by the amount of the trade. After the proceeds of the stock are available (trade date plus three days), the “in” side of the exchange (mutual funds, in this case) is purchased currently. 
  

									
	The Progressive Corporation	 		 	Fidelity Management Trust Company
					
	By:	 	/s/ Stephen D. Peterson	 		 	By:	 	/s/ Carolyn Redden
	Title:	 	Treasurer	 		 	Title:	 	Vice President
	Date:	 	November 7, 2002	 		 	Date:	 	November 8, 2002

  

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 [Progressive Logo] 
 John M. Kimpel, Esq. 
 Vice President and Pension Counsel 
 Fidelity Investments 
 82 Devonshire Street, F7A

 Boston, MA 02109 
  

	 	RE:	INVESTMENT INSTRUCTIONS FOR RABBI TRUST ASSETS 

 Dear Mr. Kimpel: 
 The participants under The Progressive Corporation Executive Deferred Compensation Plan
(“Plan”) have the right to direct the investment of their Plan account in hypothetical investment options, which are currently based on a number of registered investment companies advised by Fidelity Management & Research Company
(“Fidelity Mutual Funds”) and certain investment companies not advised by Fidelity Management & Research Company (“Non-Fidelity Mutual Funds”) and Sponsor Stock. Fidelity Management Trust Company has agreed pursuant to a
Trust Agreement with The Progressive Corporation dated November 8, 2002 to receive such participant directions. 
 The
Company hereby directs the Trustee to invest funds contributed to the rabbi trust in a manner which corresponds directly to elections made by participants under the plan. 
 This procedure will remain in effect until a revised instruction letter is provided by the Company and accepted by the Trustee. 
  

			
	 Sincerely,
  
 The Progressive Corporation

		
	By:	 	/s/ Stephen D. Peterson
	Title:	 	Treasurer
	Date:	 	November 7, 2002


  

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