FIRST AMENDMENT TO THE PROGRESSIVE CORPORATION DIRECTORS RESTRICTED STOCK DEFERRAL PLAN

Stock Restriction Agreement

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PROGRESSIVE CORP/OH/

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Title: FIRST AMENDMENT TO THE PROGRESSIVE CORPORATION DIRECTORS RESTRICTED STOCK DEFERRAL PLAN
Date: 12/13/2005
Industry: Insurance (Prop. and Casualty) Sector: Financial

EXHIBIT 10(A)

FIRST AMENDMENT TO
THE PROGRESSIVE CORPORATION
DIRECTORS RESTRICTED STOCK DEFERRAL PLAN

WHEREAS, The Progressive Corporation Directors Restricted Stock Deferral Plan is currently maintained pursuant to a Plan document dated February 1, 2004; and

WHEREAS, it is deemed desirable to amend the Plan;

NOW, THEREFORE , the Plan is hereby amended in the respects hereinafter set forth:

	1.		Effective September 1, 2005, the second to last sentence of Section 4.5 is hereby amended and restated in its entirety to provide as follows:

			“ Distribution with respect to the Stock Units credited to a Participant’s Stock Account under this Plan shall in all cases be satisfied by the delivery by the Company of a number of Shares equal to the number of Stock Units with respect to which

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