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Exhibit No. 10(AI)

                  Directors Restricted Stock Deferral Agreement

                      THE PROGRESSIVE CORPORATION DIRECTORS
                         RESTRICTED STOCK DEFERRAL PLAN
                               DEFERRAL AGREEMENT

THIS DEFERRAL AGREEMENT is entered into pursuant to the provisions of The
Progressive Corporation Directors Restricted Stock Deferral Plan ("Plan"). All
capitalized terms in this Agreement shall have the meanings ascribed to them in
the Plan.

1.       Deferral Election. I hereby elect to defer receipt of the following
         portion of each Restricted Stock Award granted to me in 2004 under The
         Progressive Corporation 2003 Directors Equity Incentive Plan. This
         election shall become effective as of the date the restrictions
         applicable to such Awards (or portion thereof) expire and shall not
         apply to any Award (or portion thereof) that fails to vest free of all
         restrictions.

         PLEASE INDICATE THE PERCENTAGE OF EACH AWARD YOU WOULD LIKE TO DEFER:
         ______%

2.       Designated Deferral Period. (The Plan gives you the option of electing
         a Designated Deferral Period. If you elect a Designated Deferral
         Period, the balance of your deferral account established pursuant to
         this Agreement will be distributed to you within thirty (30) days
         following the date the Designated Deferral Period ends, or, if earlier,
         the date you die or terminate your service as a director of The
         Progressive Corporation or the date a Change in Control occurs. If you
         do not elect a Designated Deferral Period, your account will be
         distributed within thirty (30) days following the earlier of the date
         you die or terminate your service as a director of The Progressive
         Corporation or the date a Change in Control occurs.)

PLEASE CHECK ONE OF THE FOLLOWING:

____I elect a Designated Deferral Period ending on the __ day of __________,
20____.

OR

_____ I do not wish to elect a Designated Deferral Period.

3.       Method of Distribution. I hereby elect that any distribution of the
         balance of the deferral account established pursuant to this Agreement
         made on account of termination of service as a director or expiration
         of a Designated Deferral Period be paid as follows: (CHECK ONE)

         in a single lump sum payment______

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OR in

         Three annual installments ____
         Five annual installments  ____
         Ten annual installments   ____

I understand that Plan distributions made on account of reasons other than
termination of service as a director or expiration of a Designated Deferral
Period will be made in a single lump sum payment, unless the Plan provides
otherwise.

4.       Investment of Deferral Account. I understand that each amount credited
         to the deferral account established pursuant to this Agreement shall be
         deemed to be invested in the Common Shares, $1.00 par value, of The
         Progressive Corporation until distribution of the balance of the
         account. I also understand that this deemed investment is merely a
         device used to determine the amount payable to me under the Plan and
         does not provide me with any actual rights or interests in such Common
         Shares or any other particular funds, securities or property of The
         Progressive Corporation or any of its affiliates. I also understand
         that my right to receive distributions under the Plan makes me a
         general creditor of The Progressive Corporation with no greater right
         or priority than any other general creditor of The Progressive
         Corporation.

5.       Miscellaneous. I understand that this Agreement is subject to the
         terms, conditions and limitations of the Plan, as in effect from time
         to time, in all respects and that, except as expressly permitted by the
         Plan, all elections made in this Agreement are irrevocable. I
         acknowledge that I have received, read and understand the Plan document
         establishing the Plan. I agree to accept as final and binding all
         decisions and interpretations of the Committee relating to the Plan and
         this Agreement.

NAME OF ELIGIBLE DIRECTOR

DATE:
SSN:

Your electronic submission of this Election Form will create a date/time stamp
and serve as your signature.

Received and accepted on behalf of the Committee this ____ day of ____________,
______.

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