FIFTH AMENDMENT TO THE PROGRESSIVE CORPORATION 2010 EQUITY INCENTIVE PLAN

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.