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EXHIBIT 99C
FIRST AMENDMENT TO TRUST AGREEMENT
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BETWEEN THE PROGRESSIVE CORPORATION AND
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NBD BANK, N.A., AS TRUSTEE
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FOR THE PROGRESSIVE CORPORATION LONG-TERM SAVINGS PLAN
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THIS AMENDMENT is entered into as of the 25th day of May, 1994 by and
between The Progressive Corporation, an Ohio corporation ("Sponsor") and NBD
Bank, N.A., a national banking association organized and existing under the
laws of the United States of America ("Trustee").
WHEREAS, Sponsor currently maintains The Progressive Corporation
Long-Term Savings Plan ("LTSP"); and
WHEREAS, the assets of the LTSP currently are held in a trust
("Trust") maintained pursuant to the Trust Agreement between The Progressive
Corporation and Trustee ("LTSP Trust Agreement"); and
WHEREAS, Sponsor desires to provide for the merger of the assets held
pursuant to The Progressive Corporation Supplemental Retirement Plan into the
Trust;
NOW, THEREFORE, the LTSP Trust Agreement is hereby amended by adding
the following thereto as new Section 19.1:
"19.1 TRANSFERRED ASSETS; ADMINISTRATION OF TRANSFERRED ASSETS;
POWERS AND DUTIES OF TRUSTEE.
(a) There will, from time to time, subsequent to June 30,
1994, be delivered to the Trustee certain assets
("SRP Assets") previously held pursuant to The
Progressive Corporation Supplemental Retirement Plan
("SRP"). All such SRP Assets shall be held,
administered and disbursed by the Trustee as part of
the Trust, pursuant to the provisions of this
Agreement, as in effect from time to time subsequent
to June 30, 1994.
(b) The Trustee will have no duty to verify whether the
amount of any such SRP Assets delivered to it is
correct, and shall have no duty of inquiry into the
prior administration of the SRP or funding for the
SRP.
(c) Such SRP Assets shall be invested in such investment
funds as the Sponsor shall direct, based on each
Participant's investment election then in effect
pursuant to the Plan, if any, and if no investment
election is then in effect as to any Participant,
such SRP Assets relating to such Participant shall be
invested in an investment fund consisting of
guaranteed investment contracts or a similar
successor investment fund until the Sponsor directs
otherwise based on a subsequent investment election
of the Participant."
2. Except as expressly provided in this Amendment, the terms and
provisions of the LTSP Trust Agreement shall remain entirely unchanged
and continue in full force and effect.
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IN WITNESS WHEREOF, Sponsor and Trustee have hereunto caused this
Amendment to be executed by their duly authorized representatives as of the
date set forth above.
THE PROGRESSIVE CORPORATION
- ----------------------------- By: /s/ David M. Schneider
Witness ----------------------------
Name:
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Title: Secretary
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NBD BANK, N.A.
- ----------------------------- By: /s/ John R. Mrzyglod
Witness --------------------------
Name:
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Title: Second Vice President
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MRU\L930152\AMD00001.001
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