Exhibit No. 10(V)

                                 AMENDMENT NO. 1
                                       TO
                           THE PROGRESSIVE CORPORATION
                      2003 DIRECTORS EQUITY INCENTIVE PLAN

         The Progressive Corporation 2003 Directors Equity Incentive Plan (the
"Plan") is hereby amended as follows:

         1.       The following is hereby added as Paragraph (13) of SECTION 5,
                  thereof:

                  (13) Any Participant who is then eligible to participate in
                  The Progressive Corporation Directors Restricted Stock
                  Deferral Plan, or any other deferral plan hereafter adopted or
                  maintained by the Company for the benefit of Eligible
                  Directors which allows for the deferral of Restricted Stock
                  Awards, (a "Deferral Plan"), may elect to defer all or any
                  portion of any Restricted Stock Award granted to him or her
                  under this Plan, subject to and in accordance with the terms
                  of the applicable Deferral Plan.

         This Amendment will be effective as of February 1, 2004.

                                          /s/ Charles E. Jarrett
                                          --------------------------------------
                                          Charles E. Jarrett
                                          Secretary