EX-10.49 16 pgr-20171231exhibit1049.htm EXHIBIT 10.49
Exhibit 10.49
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 mended 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