Amendment No. 3 to The Progressive Corporation 2003 Directors Equity Incentive Plan
This amendment updates The Progressive Corporation 2003 Directors Equity Incentive Plan by changing the requirements for the committee overseeing the plan. The committee must now have at least two members, all of whom must be non-employee directors. All other terms of the plan remain unchanged. The amendment is effective as of April 20, 2012.
Exhibit 10.3
AMENDMENT NO. 3
TO
THE PROGRESSIVE CORPORATION
2003 DIRECTORS EQUITY INCENTIVE PLAN
The Progressive Corporation 2003 Directors Equity Incentive Plan, as previously amended (the “Plan”), is hereby amended as follows:
1. The second sentence of the first paragraph of Section 2 of the Plan is hereby deleted, and the following is substituted in its place:
“The Committee shall consist of not less than two directors of the Company, all of whom shall be Non-Employee Directors.”
2. Except as expressly modified hereby, the terms of the Plan shall be unchanged.
This Amendment will be effective as of April 20, 2012.
| /s/ Charles E. Jarrett |
| Charles E. Jarrett |
| Secretary |
