The Progressive Corporation (PGR) 8-K Departure of Directors or Certain Officers

Exhibit 10.2

THIRD AMENDMENT

TO

THE PROGRESSIVE CORPORATION

2003 INCENTIVE PLAN

WHEREAS, The Progressive Corporation 2003 Incentive Plan, as heretofore amended (the “Plan”) is currently in effect; and

WHEREAS, the Board of Directors believes that it is desirable to further amend the Plan;

NOW, THEREFORE, the Plan is hereby amended as follows:

1. Section 6(d), entitled “Buyout Provisions,” is hereby deleted in its entirety.

2. Except as expressly modified hereby, the terms of the Plan shall be unchanged.