Fifth Amendment to The Progressive Corporation 2010 Equity Incentive Plan
This amendment updates The Progressive Corporation 2010 Equity Incentive Plan by changing the requirements for the committee overseeing the plan. Now, the committee must have at least two directors, all of whom must be Non-Employee and Outside Directors. All other terms of the plan remain unchanged. The amendment is effective as of April 20, 2012.
Exhibit 10.5
FIFTH AMENDMENT
TO
THE PROGRESSIVE CORPORATION
2010 EQUITY INCENTIVE PLAN
The Progressive Corporation 2010 Equity Incentive Plan, as previously amended (the “Plan”), is hereby amended as follows:
1. The second sentence of Section 2(a) 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 and Outside 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 |
