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                                                                    Exhibit 4(b)


                           THE PROGRESSIVE CORPORATION
                      2003 DIRECTORS EQUITY INCENTIVE PLAN
                        RESTRICTED STOCK AWARD AGREEMENT

     This Agreement ("Agreement") is made this <Grant Date> by and between
<Participant Name> ("Participant") and The Progressive Corporation (the
"Company").

     1.   AWARD OF RESTRICTED STOCK. The Company hereby grants to Participant an
award (the "Award") of restricted stock (the "Restricted Stock") consisting of
<# of Shares> shares of the Company's Common Shares, $1 Par Value ("Common
Shares"), pursuant and subject to The Progressive Corporation 2003 Directors
Equity Incentive Plan (the "Plan").

     2.   CONDITIONS TO PARTICIPANT'S RIGHTS UNDER THIS AGREEMENT. This
Agreement shall not become effective, and Participant shall have no rights with
respect to the Award or the Restricted Stock, unless and until both of the
following have occurred to the Company's satisfaction:

     a.   Participant has fully executed this Agreement and delivered it to the
          Company (in the Company's discretion, such execution and delivery may
          be accomplished through electronic means); and

     b.   Participant has fully executed a stock power in the form attached as
          Appendix A and delivered it to the Company, including a "Medallion
          Guarantee" by a qualified bank, securities broker or other financial
          institution as further described on Appendix A.

     3.   RESTRICTIONS; VESTING. The Restricted Stock shall be subject to the
restrictions and other terms and conditions set forth in the Plan, which are
hereby incorporated herein by reference, and in this Agreement. Subject to the
terms and conditions of the Plan and this Agreement, Participant's rights in and
to the shares of Restricted Stock shall vest on <Vesting Date>.

     The shares of Restricted Stock awarded under this Agreement shall vest as
set forth above unless, prior to such vesting date, the Award and the applicable
shares of Restricted Stock are forfeited or become subject to accelerated
vesting under the terms and conditions of the Plan. Until shares of Restricted
Stock vest, Participant shall not sell, transfer, pledge, assign or otherwise
encumber such shares of Restricted Stock.

     4.   MANNER IN WHICH SHARES WILL BE HELD. Stock certificates evidencing the
shares of Restricted Stock awarded under this Agreement shall be registered in
the name of Participant and shall be delivered to and held in custody by the
Company, or its designee, until the restrictions thereon shall have lapsed or
any conditions to the vesting of such Award have been satisfied. Such
certificates shall bear an appropriate legend referring to the terms, conditions
and restrictions applicable to such Award.

     In the discretion of the Company, any or all shares of Restricted Stock
awarded to Participant hereunder may be issued in, or after issuance may be
transferred to, book-entry form and held by the Company in such form. In such
event, no stock certificates evidencing such shares will be held, the applicable
restrictions will be noted in the records of the Company's transfer agent and in
the book entry system, and upon vesting, Participant may request that the
Company issue a stock certificate for the applicable number of Common Shares.

     5.   RIGHTS OF SHAREHOLDER. Except as otherwise provided in this Agreement
or the Plan, Participant shall have, with respect to the shares of Restricted
Stock awarded hereunder, all of the rights


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of a shareholder of the Company, including the right to vote the shares and the
right to receive any dividends as declared by the Company's Board of Directors.

     6.   SHARES NON-TRANSFERABLE. No shares of Restricted Stock shall be
transferable by Participant other than by will or by the laws of descent and
distribution. In the event any Award is transferred or assigned pursuant to a
court order, such transfer or assignment shall be without liability to the
Company, and the Company shall have the right to offset against such Award any
expenses (including attorneys' fees) incurred by the Company in connection with
such transfer or assignment.

     7.   TERMINATION OF SERVICE. Except as otherwise provided in the Plan or as
determined by the Compensation Committee of the Company's Board of Directors, if
Participant resigns or is removed from the Board of Directors for any reason
other than death or Disability or does not stand for re-election, all Restricted
Stock held by Participant which is unvested or subject to restriction at the
time of such resignation or removal, or at the time Participant leaves the
Board, shall be automatically forfeited.

     8.   ENTIRE AGREEMENT: This Agreement constitutes the entire agreement
between the parties and supersedes and cancels any other agreement,
representation or communication, whether oral or in writing, between the parties
hereto relating to subject matter hereof, provided that the Agreement shall be
at all times subject to the Plan as provided above.

     9.   AMENDMENT. The Committee, in its sole discretion, may hereafter amend
the terms of this Award, but no such amendment shall be made which would impair
the rights of Participant, without Participant's consent.

     10.  DEFINITIONS: Unless otherwise defined in this Agreement, each
capitalized term in this Agreement shall have the meaning given to it in the
Plan.

     Participant hereby: (i) acknowledges receiving a copy of the Plan
Description relating to the Plan, and represents that he or she is familiar with
all of the material provisions of the Plan, as set forth in such Plan
Description; (ii) accepts this Agreement and the Restricted Stock awarded
pursuant hereto subject to all provisions of the Plan and this Agreement; and
(iii) agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee relating to the Plan, this Agreement or the
Restricted Stock awarded hereunder.


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                     APPENDIX A --- IRREVOCABLE STOCK POWER


For Value Received, the undersigned does hereby assign and transfer to
                                                                       ---------

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              shares of Common Shares, $1.00 par value per share, of The
--------------

Progressive Corporation ("Company") represented by certificate(s)

no(s).
      --------------------------------------------------------------------------

-------------------------------------------------------------------------------,

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inclusive, standing in the name of the undersigned on the books of the Company.

The undersigned does hereby irrevocably constitute and appoint
                                                               -----------------

Attorney to transfer the said stock on the books of the Company, with full power
of substitution in the premises.

------------------------------
Printed Name

------------------------------
Signature

Date:
     -------------------------


         IMPORTANT: The signature of the assignor (Participant) must be
         guaranteed by an eligible guarantor institution (bank, stock broker,
         savings and loan association, or credit union) with membership in an
         approved signature guarantee medallion program pursuant to Securities
         and Exchange Commission Rule 17Ad-15.


                                     -------------------------------
                                     Name of Guarantor Institution

                                     -------------------------------
                                     Signature Medallion Guaranteed


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