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EXHIBIT 99A
FIRST AMENDMENT TO THE PROGRESSIVE CORPORATION
EXECUTIVE DEFERRED COMPENSATION TRUST
THIS AMENDMENT ("Amendment") is entered into as of the 29th day of August,
1995 by and between The Progressive Corporation ("Company") and NBD Bank
("Trustee").
WHEREAS, The Progressive Corporation Executive Deferred Compensation Trust is
currently maintained pursuant to a trust agreement dated December 28, 1994
(the "Trust"); and
WHEREAS, Company desires to amend the Trust;
NOW, THEREFORE, the Trust is hereby amended as set forth below:
1. Effective as of the date set forth above, Section 1(b) of the Trust is
hereby amended and restated in its entirety to provide as follows:
"The Trust hereby established shall be irrevocable."
2. Except as expressly set forth in this Amendment, the terms and
provisions of the Trust, as heretofore in effect, shall remain entirely
unchanged and continue in full force and effect.
IN WITNESS WHEREOF, Company and Trustee have hereunto caused this Amendment to
be executed by their duly authorized representatives.
THE PROGRESSIVE CORPORATION
/s/ Xxxxx X. Xxxxxxxxx
______________________________ By:__________________________________
Witness
Name:________________________________
Secretary
Title:_______________________________
NBD BANK
/s/ Xxxxxx X. Xxxxxx
______________________________ By:__________________________________
Witness
Name:________________________________
Second VP
Title:_______________________________
