PROGRESSIVE CORP/OH/
EX-10(A) AMEND TO EMPLOYMENT AGRMT BTWN FORRESTER
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<TYPE>EX-10.A
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<FILENAME>l02028aexv10wa.txt
<DESCRIPTION>EX-10(A) AMEND TO EMPLOYMENT AGRMT BTWN FORRESTER
<TEXT>
<PAGE>

Exhibit No. 10(A)

                                 AMENDMENT NO. 1

         WHEREAS, The Progressive Corporation (the "Company") and W. Thomas
Forrester (the "Executive") have entered into an Employment Agreement dated
August 24, 2001 (the "Agreement"); and

         WHEREAS, the Company and the Executive mutually desire to amend the
Agreement;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the Company and the Executive hereby agree as follows:

    1.   Section 3(b)(3) of the Agreement is hereby deleted and the following
         provision is substituted therefor:

                  "(3) COMPANY EQUITY INCENTIVE PLANS. During the Employment
                  Period, the Executive shall be entitled to participate in all
                  restricted stock, stock option and other equity incentive
                  plans, practices, policies and programs ("Equity Incentive
                  Plans") applicable generally to other peer executives of the
                  Company and the affiliated companies, but in no event shall
                  such Equity Incentive Plans provide the Executive with
                  incentive opportunities (measured with respect to both regular
                  and special incentive opportunities, to the extent, if any,
                  that such distinction is applicable), in each case, less
                  favorable, in the aggregate, than the most favorable of those
                  provided by the Company and the affiliated companies for the
                  Executive under such Equity Incentive Plans as in effect at
                  any time during the 120-day period immediately preceding the
                  Effective Date or, if more favorable to the Executive, those
                  provided generally at any time after the Effective Date to
                  other peer executives of the Company and the affiliated
                  companies. The basis for the valuation for such equity
                  incentive awards for Executive shall be the highest applicable
                  percent of salary within the last three fiscal years prior to
                  the Effective Date, based upon Executive's job classification,
                  and a target award value that is equal to or greater than the
                  highest target award value of any of the equity incentive
                  awards granted to the Executive during such 3-year period."

    2.   The Agreement, as herein amended, is hereby ratified and affirmed and
         shall remain in full force and effect in accordance with its terms.

    IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
as of the 13th day of May, 2003.

                                        /s/ W. Thomas Forrester
                                        -----------------------
                                        W. Thomas Forrester

                                        THE PROGRESSIVE CORPORATION

                                        By: /s/ Glenn M. Renwick
                                            ---------------------------
                                        Name: Glenn M. Renwick
                                        Title: Chief Executive Officer

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