EXHIBIT NO. 10(B)
FIRST AMENDMENT TO THE PROGRESSIVE CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
(2000 AMENDMENT AND RESTATEMENT)
WHEREAS, The Progressive Corporation Executive Deferred Compensation
Plan is currently maintained pursuant to a 2000 Amendment and Restatement
("Plan"); and
WHEREAS, it is deemed desirable to amend the Plan further;
NOW, THEREFORE, the Plan is hereby amended in the respects hereinafter
set forth, effective December 1, 2001:
1. Article 8 of the Plan is hereby amended and restated in its
entirety to provide as follows:
ARTICLE 8
CLAIMS PROCEDURES
8.1 Establishment of Claims Procedures
The Committee shall establish reasonable procedures under which a
claimant, who may be a Participant, or Beneficiary, or his/her duly
authorized representative, may present a claim for benefits under this
Plan.
8.2 Claims Denials
Unless such claim is allowed in full by the Committee, written notice
of the denial shall be furnished to the claimant within ninety (90)
days (which may be extended by a period not to exceed an additional
ninety (90) days if special circumstances so require and written notice
to the claimant is given prior to the expiration of the initial ninety
(90) day period describing such circumstances and indicating the date
by which the Committee expects to render its determination) setting
forth the following in a manner calculated to be understood by the
claimant:
(i) The specific reason(s) for the denial;
(ii) Specific reference(s) to any pertinent provision(s)
of the Plan or rules promulgated pursuant thereto on
which the denial is based;
(iii) A description of any additional information or
material as may be necessary to perfect the claim,
together with an explanation of why it is necessary;
(iv) A description of the Plan's claims review procedures
and the time limits applicable to such procedures,
including a statement of the claimant's
right to bring a civil action under Section 502(a) of
ERISA following an adverse benefit determination on
review; and
(v) An explanation of the steps to be taken if the
claimant wishes to resubmit his/her claim for review.
8.3 Appeals of Denied Claims
Within a reasonable period of time after the denial of the claim, but
in any event, not to be more than sixty (60) days, the claimant or
his/her duly authorized representative may make written application to
the Committee for a review of such denial. The claimant or his/her
representative, may, upon request and free of charge, review or receive
copies of documents, records and other information relevant to the
claimant's claim for benefits, and may submit written comments,
documents, records and other information relating to the claim for
benefits.
8.4 Review of Appeals
If an appeal is timely filed, the Committee shall conduct a full and
fair review of the claim and mail or deliver to the claimant its
written decision within sixty (60) days after the claimant's request
for review (which may be extended by a period not to exceed an
additional sixty (60) days if special circumstances or a hearing so
require and written notice to the claimant is given prior to the
expiration of the initial sixty (60) day period describing such special
circumstances and indicating the date by which the Committee expects to
render its determination). In conducting its review, the Committee
shall take into account all comments, documents, records and other
information submitted by the claimant relating to the claim, without
regard to whether such information was submitted or considered in the
initial benefit determination. The Committee's decision on review
shall:
(i) Be written in a manner calculated to be understood by
the claimant;
(ii) State the specific reason(s) for the decision;
(iii) Make specific reference to pertinent provision(s) of
the Plan;
(iv) State that the claimant is entitled to receive, upon
request and free of charge, reasonable access to, and
copies of, all documents, records and other
information relevant to the claimant's claim for
benefits; and
(v) Include a statement of the claimant's right to bring
a civil action under Section 502(a) of ERISA.
8.5 Extensions
If a period of time is extended, as permitted under Sections 8.2 and
8.4 above, due to a claimant's failure to submit information to decide
a claim, the period for making the benefit determination on review
shall be tolled from the date on which the notification of the
extension is sent to the claimant until the date on which the claimant
responds to the request for additional information.
2. Except as expressly provided in this Amendment, the terms and
provisions of the Plan shall remain entirely unchanged and
continue in full force and effect.
IN WITNESS WHEREOF, the undersigned has hereunto caused this Amendment
to be executed by its duly authorized representative effective as of the date
set forth above.
THE PROGRESSIVE CORPORATION
By: /s/ Charles E. Jarrett
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Title: Secretary
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