Exhibit 10.42
FOURTH AMENDMENT TO THE
PROGRESSIVE CORPORATION
EXECUTIVE DEFERRED COMPENSATION
TRUST
(November 8, 2002, Amendment and
Restatement)
THIS FOURTH AMENDMENT, dated and
effective as of the nineteenth day of May, 2008, 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, the Company has informed
the Trustee that effective after the close of business on
May 19, 2008 , the assets of the Fidelity Dividend Growth
Fund shall be frozen to new contributions and exchanges in;
and
WHEREAS, the Company now desires,
and hereby directs the Trustee, in accordance with Section 5
and Subsection 8(g) of the Trust Agreement, effective after the
close of business on May 19, 2008, to redirect all
participant contributions directed to the Fidelity Dividend Growth
Fund to be invested in the Vanguard Institutional Index Fund (a/k/a
Vanguard Institutional Index Fund – Institutional Shares).
The parties hereto agree that the Trustee shall have no
discretionary authority with respect to this redirection 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, effective after the close of business on
August 19, 2008 , to liquidate all participant balances
held in the Fidelity Dividend Growth Fund at its net asset value on
such day, and to invest the proceeds in the Vanguard Institutional
Index Fund (a/k/a Vanguard Institutional Index Fund –
Institutional Shares) 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 the
Company. Any variation from the procedure described herein may be
instituted only at the express written direction of the 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:
