Our Personal Lines product management group is organized by state into four geographical regions, led by a general manager for each region for our private passenger auto products. The special lines product management group is organized by product and led by a general manager

Exhibit 10.64

THE PROGRESSIVE CORPORATION
1990 DIRECTORS’ STOCK OPTION PLAN
(Amended and Restated as of April 24, 1992,
as further amended on July 1, 1992)

SECTION 1. Purpose; Definitions.

     The purpose of The Progressive Corporation 1990 Directors’ Stock Option Plan (the “Plan”) is to enable The Progressive Corporation (the “Company”) to attract, retain and reward directors of the Company and strengthen the mutuality of interests between such directors and the Company’s shareholders by offering such directors options to purchase Common Shares of the Company.

     For purposes of the Plan, the following terms shall be defined as set forth below:

     (a) “Award” means any award of Stock Options under the Plan.

     (b) “Board” means the Board of Directors of the Company.

     (c) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

     (d) “Company” means The Progressive Corporation, an Ohio corporation, or any successor corporation.

     (e) “Disability” means disability as determined under procedures established by the Committee of the Board administering The Progressive Corporation 1989 Incentive Plan for purposes of that Plan, or in the absence of such Committee, the Board.

     (f) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     (g) “Fair Market Value” means, as of any given date, the mean between the highest and lowest quoted selling price, regular way, of the Stock on such date on the New York Stock Exchange or, if no such sale of the Stock occurs on the New York Stock Exchange on such date, then such mean price on the next preceding day on which the Stock was traded. If the Stock is no longer traded on the New York Stock Exchange, then the Fair Market Value of the Stock shall be determined by the Company in good faith.

     (h) “Plan” means The Progressive Corporation 1990 Directors’ Stock Option Plan, as amended from time to time.

     (i) “Stock” means the Common Shares, $1.00 par value per share, of the Company.

     (j) “Stock Option” or “Option” means any option to purchase shares of Stock granted pursuant to Section 3, which options shall be non-qualified stock options.

     (k) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

          In addition, the terms “Change in Control,” “Potential Change in Control” and “Change in Control Price” shall have meanings set forth, respectively, in Sections 4(b), (c) and (d) below.

SECTION 2. Stock Subject to the Plan.

     (a) Aggregate Stock Subject to the Plan. Subject to adjustment as provided below in Section 2(c), the total number of shares of Stock reserved and available for Awards under the Plan is 150,000. Any Stock issued hereunder may consist, in whole or in part, of authorized and unissued shares or treasury shares.

     (b) Forfeiture or Termination of Awards of Stock. If any Stock subject to any Award granted hereunder is forfeited or an Award otherwise terminates or expires without the issuance of Stock, the Stock subject to such Award shall again be available for distribution in connection with future Awards under the Plan as set forth in Section 2(a).

     (c) Adjustment.

               (1) If the Company (i) pays a dividend or makes a distribution in shares of Stock, (ii) subdivides or splits its outstanding Stock into a greater number of shares, or (iii) combines its outstanding Stock into a smaller number of shares, the aggregate number of shares of Stock reserved for issuance pursuant to the Plan and the number and option price of shares of Stock subject to outstanding Options granted pursuant to the Plan immediately prior thereto shall be adjusted so that, assuming that Options had been previously granted for all of the shares of Stock so reserved, the participants would be entitled to receive for the same aggregate price that number of shares of Stock which they would have owned after the happening of any of the events described above had they exercised all of such Options prior to the happening of such event. An adjustment made pursuant to this Section 2(c)(1) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination.

               (2) If the Company reclassifies or changes the Stock (except for splitting or combining, or changing par value, or changing from par value to no par value, or changing from no par value to par value) or participates in a consolidation or merger (other than a merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the Stock except as stated above), the aggregate number of shares of Stock reserved for issuance pursuant to the Plan and the number and option price of shares of Stock subject to outstanding Options granted pursuant to the Plan immediately prior thereto shall be adjusted so that, assuming that Options had been previously granted for all the shares of Stock so reserved, the participants would be entitled to receive for the same aggregate price that number and type of shares of capital stock which they would have owned after the happening of any of the events described above had they exercised all of such Options prior to the happening of such event.

     (3) No adjustment pursuant to this Section 2(c) shall be required unless such adjustment would require an increase or decrease of at least 1% in such number or price; provided, however, that any adjustments which by reason of this Section 2(c)(3) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2(c) shall be made to the nearest cent or to the nearest full share, as the case may be. Anything in this Section 2(c) to the contrary notwithstanding, the Company shall be entitled to make such reductions in the option price, in addition to those required by this Section 2(c), as it in its discretion shall determine to be advisable in order that any stock dividends or distributions, subdivisions or splits of shares, distribution of rights to purchase stock or securities, or a distribution of securities convertible into or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.

     (4) Whenever an adjustment is made pursuant to this Section 2(c), the Company shall promptly prepare a notice of such adjustment setting forth the terms of such adjustment and the date on which such adjustment becomes effective and shall mail such notice of such adjustment to the participants at their respective addresses appearing on the records of the Company or at such other address as any participant may from time to time designate in writing to the Company.

SECTION 3. Stock Options.

     (a) Grant and Eligibility. All directors of the Company who are not full time employees of the Company are eligible to be granted Awards under the Plan. Promptly following each annual meeting of the shareholders of the Company on or after the effective date of the Plan, each person who is then a director of the Company and not a full time employee of the Company shall receive an Option to purchase 2,000 shares of Stock.

     (b) Terms and Conditions. Options granted under the Plan shall be evidenced by option agreements, and shall be subject to the following terms and conditions:

               (1) Option Price. The option price per share of Stock purchasable under a Stock Option shall be the Fair Market Value of the Stock on the day of the annual meeting of shareholders coinciding with the date of grant, or, if the date of grant does not coincide with the day of an annual meeting of shareholders, then the option price per

share of Stock purchasable under the Stock Option shall be the Fair Market Value of the Stock on the day of the annual meeting of shareholders immediately preceding the date of grant.

               (2) Option Term. Subject to Section 3(b)(6), the term of each Stock Option shall commence as of the date such Stock Option is granted and shall terminate on the tenth anniversary thereof.

               (3) Exercise. Subject to Section 3(b)(6), each Stock Option shall become exercisable on the date which is six months and one day after the date on which such Stock Option is granted and shall thereafter be exercisable during the remaining term of such Stock Option, as specified in Section 3(b)(2).

               (4) Method of Exercise. When exercisable in accordance with Section 3(b)(3), Stock Options may be exercised, in whole or in part, by giving written notice of exercise to the Company specifying the number of shares of Stock to be purchased.

                         Such notice shall be accompanied by payment in full of the option price of the shares of Stock for which the Option is then being exercised, in cash or by check or such other instrument as the Company may accept. Subject to Section 16 of the Exchange Act and the rules and regulations promulgated thereunder, payment, in full or in part, of the option price may be made in the form of unrestricted Stock then owned by the participant or Stock that is issuable upon the exercise of such Option. The value of each such share of Stock surrendered shall be 100% of the Fair Market Value of the Stock on the date the Option is exercised.

                         No Stock shall be issued pursuant to an exercise of an Option until full payment has been made. A participant shall not have rights to dividends or any other rights of a shareholder with respect to any Stock subject to an Option unless and until the participant has given written notice of exercise, has paid in full for such shares, has given, if requested, the representations described in Section 7(a) and such shares have been issued to him.

               (5) Non-Transferability of Options. No Stock Option shall be transferable by the participant. All Stock Options shall be exercisable only by the participant, by the Participant’s estate (as provided in Section 3(b)(6)) or by the participant’s authorized legal representative if the participant is unable to exercise an Option as a result of the participant’s Disability.

               (6) Death of Participant. If any participant dies while holding unexercised Stock Options, any Stock Option held by such participant at the time of his or her death may thereafter be exercised, to the extent such Option was exercisable at the time of death, by the estate of the participant (acting through its fiduciary), for a period of one year from the date of such death regardless of the term of the Stock Option remaining at the director’s death.

     (c) Buyout Provisions. The Company may at any time buy out, for a payment in cash or Stock, an Option previously granted, based on such terms and conditions as the Company shall establish and agree upon with the participant, provided that no such transaction shall be structured in a manner that would violate, or result in any liability on the part of the participant under, Section 16 of the Exchange Act or the rules and regulations promulgated thereunder.

SECTION 4. Change in Control Provisions.

     (a) Impact of Event. In the event of: (1) a “Change in Control” as defined in Section 4(b), or (2) a “Potential Change in Control” as defined in Section 4(c), the value of all outstanding Awards shall be cashed out on the basis of the “Change in Control Price” as defined in Section 4(d) as of the date such Change in Control or such Potential Change in Control is determined to have occurred, provided, however, that the provisions of this Section 4 shall not apply with respect to Awards granted to any participant which have been held by such participant for less than six months and one day as of the date that such Change in Control or Potential Change in Control is determined to have occurred.

     (b) Definition of Change in Control. For purposes of Section 4(a), a “Change in Control” means the happening of any of the following:

               (1) When any “person” as defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act, but excluding the Company and any Subsidiary and any employee benefit plan sponsored or maintained by the Company or any Subsidiary (including any trustee of such plan acting as trustee), directly or indirectly, becomes the “beneficial

owner” (as defined in Rule 13d-3 under the Exchange Act, as amended from time to time), of securities of the Company representing 20 percent or more of the combined voting power of the Company’s then outstanding securities; provided, however, that the terms “person” and “group” shall not include any “Excluded Director”; and the term “Excluded Director” means any director who, on the effective date of the Plan, is the beneficial owner of or has the right to acquire an amount of Stock equal to five percent or more of the number of shares of Stock outstanding on such effective date; and further provided that, unless otherwise determined by the Board or any committee thereof, the terms “person” and “group” shall not include any entity or group of entities which has acquired Stock of the Company in the ordinary course of business for investment purposes only and not with the purpose or effect of changing or influencing the control of the Company, or in connection with or as a participant in any transaction having such purpose or effect, (“Investment Intent”), as demonstrated by the filing by such entity or group of a statement on Schedule 13G (including amendments thereto) pursuant to Regulation 13D under the Exchange Act, as long as such entity or group continues to hold such Stock with an Investment Intent;

               (2) When, during any period of 24 consecutive months during the existence of the Plan, the individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason other than death to constitute at least a majority thereof; provided, however, that a director who was not a director at the beginning of such 24-month period shall be deemed to have satisfied such 24-month requirement (and be an Incumbent Director) if such director was elected by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually (because they were directors at the beginning of such 24-month period) or by prior operation of this Section 4(b)(2); or

               (3) The occurrence of a transaction requiring shareholder approval for the acquisition of the Company by an entity other than the Company or a Subsidiary through purchase of assets, by merger or otherwise;

provided, however, a change in control shall not be deemed to be a Change in Control for purposes of the Plan if the Board had approved such change prior to either (i) the commencement of any of the events described in Section 4(b)(1), (2), (3) or 4(c)(1), or (ii) the commencement by any person other than the Company of a tender offer for Stock.

     (c) Definition of Potential Change in Control. For purposes of Section 4(a), a “Potential Change in Control” means the happening of any one of the following:

               (1) The approval by shareholders of an agreement by the Company, the consummation of which would result in a Change in Control of the Company as defined in Section 4(b); or

               (2) The acquisition of beneficial ownership, directly or indirectly, by any entity, person or group (other than the Company or a Subsidiary or any Company employee benefit plan (including any trustee of such plan acting as such trustee)) of securities of the Company representing 5% or more of the combined voting power of the Company’s outstanding securities and the adoption by the Board of a resolution to the effect that a Potential Change in Control of the Company has occurred for purposes of this Plan.

     (d) Change in Control Price. For purposes of this Section 4, “Change in Control Price” means the highest price per share paid in any transaction reported on the New York Stock Exchange Composite Index, or paid or offered in any bona fide transaction related to a Change in Control or Potential Change in Control of the Company, at any time during the 60-day period immediately preceding the occurrence of the Change in Control (or, where applicable, the occurrence of the Potential Change in Control event).

SECTION 5. Amendments and Termination.

                        Subject to the following sentence, the Board may at any time, in its sole discretion, amend, alter or discontinue the Plan, but no such amendment, alteration or discontinuation shall be made which would impair the rights of a participant under an Award theretofore granted, without the participant’s consent. Notwithstanding the foregoing, (a) no such amendment or alteration shall be made which would make the exemption from Section 16(b) of the Exchange Act provided by Rule 16b-3 thereunder unavailable to any participant holding an Award or which would result in any liability on the part of any participant under Section 16(b) of the Exchange Act, and (b) the provisions of Sections 3(a) and 3(b)(1) hereof, and any other provisions relating to the eligibility for or the amount, price or timing of Awards under the Plan, shall not be amended more than once every six (6) months other than to comport with changes in the Code, the Employee Retirement Income Security Act of 1974 or the rules thereunder. The Company shall submit to the shareholders of the Company for their approval any amendments to the Plan which

are required by Section 16 of the Exchange Act, or the related rules and regulations, to be approved by the shareholders.

SECTION 6. Unfunded Status of Plan.

                        The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a participant by the Company, nothing contained herein shall give any such participant any rights that are greater than those of a general creditor of the Company.

SECTION 7. General Provisions.

     (a) The Company may require each participant acquiring Stock pursuant to an Option under the Plan (i) to represent and warrant to and agree with the Company in writing that the participant is acquiring the Stock without a view to the distribution thereof, and (ii) to make such additional representations, warranties and agreements with respect to the investment intent of such participant as the Company may request. The certificates for such shares may include any legend which the Company deems appropriate to reflect any restrictions on transfer.

     All shares of Stock or other securities delivered under the Plan shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates for such shares to make appropriate reference to such restrictions.

     (b) Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

     (c) No later than the date as of which an amount first becomes includable in the gross income of the participant for federal income tax purposes with respect to any Award under the Plan, the participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to such amount. Subject to Section 16 of the Exchange Act and the rules and regulations promulgated thereunder, withholding obligations may be settled with unrestricted Stock then owned by the participant or Stock that is issuable upon the exercise of the Option which gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditional on such payment or arrangements and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the participant.

     (d) The Plan, all Awards made and actions taken thereunder and any agreements relating thereto shall be governed by and construed in accordance with the laws of the State of Ohio.

     (e) All agreements entered into with participants pursuant to the Plan shall be subject to the Plan.

SECTION 8. Effective Date of Plan.

                        The Plan was adopted by the Board on April 27, 1990, and approved by shareholders on April 19, 1991. This amendment and restatement of the Plan shall be effective as of April 24, 1992.

SECTION 9. Term of Plan.

                        No Award shall be granted pursuant to the Plan on or after April 27, 2000, but Awards granted prior to such date may extend beyond that date.

DIRECTORS’ STOCK OPTION AGREEMENT

                          This Agreement (the “Agreement”) is made as of the ___ day of                     , ___ between The Progressive Corporation, an Ohio corporation (the “Company”), and                      (the “Optionee”). The Company hereby grants Optionee an option (the “Option”) to purchase Two Thousand (2000) Common Shares, $1.00 par value (the “Common Shares”), of the Company for a purchase price (the “Option Price”) of                      ($_________) per share. The Option has been granted pursuant to The Progressive Corporation 1990 Directors’ Stock Option Plan (the “Plan”) and shall include and be subject to all provisions of the Plan, which are hereby incorporated herein by reference, and shall be subject to the following provisions of this Agreement:

     1. Term. The Option shall be exercisable, in whole or part, on and after                     , ___ but not after 5:00 o’clock p.m., Cleveland time, on                     , ______.

     2. Method of Exercise. The Option shall be exercisable from time to time by written notice (in substantially the form attached as Exhibit A) to the Company which shall:

(a) state that the Option is thereby being exercised, the number of Common Shares with respect to which the Option is being exercised, each person in whose name any certificates for the Common Shares should be registered and his or her address and social security number;

(b) be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by anyone other than the Optionee, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to exercise the Option under the Plan and all applicable laws and regulations; and

(c) be accompanied by such representations, warranties or agreements with respect to the investment intent of such person or persons exercising the Option as the Company may request in form and substance satisfactory to counsel for the Company.

     3. Payment of Price. Upon exercise of the Option, the Company shall deliver a certificate or certificates for such Common Shares to the specified person or persons at the specified time upon receipt of the full purchase price for such Common Shares: (i) by certified or bank cashier’s check, or (ii) by delivery of Common Shares with a Fair Market Value equal to the Option Price, or (iii) by any other method of payment or combination thereof authorized by the Plan.

     4. Transferability. The Option shall not be transferable by the Optionee. The Option shall be exercisable (subject to any other applicable restrictions on exercise) only by the Optionee for his own account, except in the event of the death or disability of the Optionee, in either of which events the Option shall be exercisable (subject to any other applicable restrictions on exercise) only by the Optionee’s estate (acting through its fiduciary) or by the Optionee’s duly authorized legal representative, respectively.

     5. Restrictions on Exercise. The Option is subject to all restrictions in this Agreement or in the Plan. As a condition of any exercise of the Option, the Company may require the Optionee or his successor to make any representation and warranty to comply with any applicable law or regulation or to confirm any factual matters reasonably requested by counsel for the Company.

     6. Taxes. The Optionee hereby agrees to pay to the Company, in cash or unrestricted Stock or by any other method authorized under the Plan, any federal, state or local taxes of any kind required by law to be withheld with respect to the Option granted hereunder or its exercise. If the Optionee does not make such payment to the Company, the Company shall have the right to deduct from any payment of any kind otherwise due to the Optionee from the Company, any federal, state or local taxes of any kind required by law to be withheld with respect to the Option or the Common Shares to be purchased by the Optionee under this Agreement. The Option shall not be treated as an incentive stock option under Section 422 or any successor Section thereto of the Internal Revenue Code of 1986, as amended.

     7. Definitions. Unless otherwise defined in this Agreement, capitalized terms will have the same meanings given them in the Plan.

                    ACCEPTANCE OF AGREEMENT

                    The Optionee hereby: (a) acknowledges receiving a copy of the Plan Description relating to the Plan, and represents that he/she is familiar with all provisions of the Plan; (b) accepts this Agreement and the Option granted to him/her under this Agreement subject to all provisions of the Plan and this Agreement; and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Company.

EXHIBIT A

Exercise of Stock Option

The Progressive Corporation
6000 Parkland Boulevard
Mayfield Heights, Ohio 44124

Gentlemen:

     The undersigned Optionee hereby exercises the Option granted to him/her pursuant to the Directors’ Stock Option Agreement dated                     , l9___ between The Progressive Corporation and the Optionee with respect to ___ Common Shares, covered by said Option, and tenders herewith $                     in payment of the purchase price thereof by delivery of                                                              .

     The name and registered address on such certificate should be:

                                                                 

                                                                 

                                                                 

The Optionee’s social security number is:                     

Dated: