Exhibit 10.1
FIFTH AMENDMENT TO THE
PROGRESSIVE CORPORATION
EXECUTIVE DEFERRED COMPENSTATION
TRUST
(November 8, 2002 Amendment and
Restatement)
THIS FIFTH AMENDMENT
, dated as of the twenty-third day
of January, 2009, by and between Fidelity Management Trust Company
(the “Trustee”) and The Progressive Corporation
(“Company”);
WITNESSETH:
WHEREAS , the Trustee and the 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 , the Company has informed the Trustee that
effective as of the close of business on January 23,
2009 , the assets of the Fidelity Diversified International
Fund, Fidelity Mid-Cap Stock Fund, FMA Small Company
Portfolio-Investor Shares, PIMCO Total Return Fund-Administrative
Class, and Templeton World Fund-Class A are frozen to new
contributions and exchanges in; and
WHEREAS , the Company hereby directs the Trustee, in
accordance with Section 5 and Subsection 8(g) of the Trust
Agreement, as follows: (i) on January 23, 2009 ,
to liquidate all participant balances held in the Fidelity
Diversified International Fund at its net asset value on such day,
and to invest the proceeds in the Fidelity Diversified
International Fund - Class K at its net asset value on such day;
(ii) to redirect all participant contributions directed to the
Fidelity Diversified International Fund after January 23,
2009 to be invested in the Fidelity Diversified International
Fund - Class K; and (iii) to permit no further investments in
the Fidelity Diversified International Fund as an investment option
for the Plan after January 23, 2009 . The parties
hereto agree that the Trustee shall have no discretionary authority
with respect to this sale and transfer directed by the Company. Any
variation from the procedure described herein may be instituted
only at the express written direction of the Company;
and
WHEREAS , the Company hereby directs the Trustee, in
accordance with Section 5 and Subsection 8(g) of the Trust
Agreement, as follows: (i) on January 23, 2009 ,
to liquidate all participant balances held in the Fidelity Mid-Cap
Stock Fund at its net asset value on such day, and to invest the
proceeds in the Fidelity Mid-Cap Stock Fund - Class K at its net
asset value on such day; (ii) to redirect all participant
contributions directed to the Fidelity Mid-Cap Stock Fund after
January 23, 2009 to be invested in the Fidelity Mid-Cap
Stock Fund - Class K; and (iii) to permit no further
investments in the Fidelity Mid-Cap Stock Fund as an investment
option for the Plan after January 23, 2009 . The
parties hereto agree that the Trustee shall have no discretionary
authority with respect to this sale and transfer directed by the
Company. Any variation from the procedure described herein may be
instituted only at the express written direction of the Company;
and
WHEREAS , the Company hereby directs the Trustee, in
accordance with Section 5 and Subsection 8(g) of the Trust
Agreement, as follows: (i) on January 23, 2009 ,
to liquidate all participant balances held in the PIMCO Total
Return Fund - Administr
