EX-4.13



 Exhibit 4.13 
 The Progressive Corporation 
 Executive Deferred Compensation Plan

 Gainsharing/Bonus Deferral Agreement 
 THIS DEFERRAL AGREEMENT is entered into pursuant to the provisions of The Progressive Corporation Executive Deferred Compensation 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 my Gainsharing Award (Eligible Incentive Plans include: The Progressive Corporation
Gainsharing Plan; The Progressive Capital Management Bonus Plan; and The Progressive Corporation Executive Bonus Plan) earned in respect to the year ending December 31, 2010. 


Select one and enter any desired percentage not less than 10%: 

I elect to defer             % of my entire Gainsharing Award OR 

I elect to defer             % of that portion, if any, of my Gainsharing
Award that exceeds $            . 
  

	 	2.	Fixed Deferral Period. (The Plan gives you the option of electing a Fixed Deferral Period. If you elect a Fixed Deferral Period, the balance of your Deferral Account
established pursuant to this Agreement will be distributed to you within 30 days after the end of the Fixed Deferral Period, or, if earlier, the date you die or incur a Termination of Employment or the date a Change in Control occurs. If you do not
elect a Fixed Deferral Period, your Account will be distributed upon the earlier of the date you die or incur a Termination of Employment or the date a Change in Control occurs.) However, distributions due to Termination of Employment will not be
made until six months after the employment termination date. 

 Please select one of the following:

             I wish to elect a Fixed Deferral Period.

             I do not wish to elect a Fixed 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 Employment or expiration of a Fixed Deferral Period be paid as follows: (Select one) 

            Single Lump Sum Payment 

            Three Annual Installments 

            Five Annual Installments 

            Ten Annual Installments 

I understand that Plan distributions made for reasons other than Termination of Employment or expiration of a Fixed Deferral Period will be made in a
single lump sum payment, unless the Plan provides otherwise. I understand that I may change the method of distribution elected above only if and to the extent permitted by the Plan. 
 4. Investment Election. I direct that the amount I have deferred pursuant to Section 1 of this Agreement shall be deemed to be invested in the following Investment Funds in the percentages
indicated: (must be increments of 1%. Total investments must equal 100%.) 
  

			
	             %
	  	American Beacon Small Cap Value Fund – Institutional Class
	             %
	  	Fidelity Diversified International Fund – Class K (1)
	             %
	  	Fidelity Low-Priced Stock Fund – Class K (2)
	             %
	  	Fidelity Mid-Cap Stock Fund – Class K (3)
	             %
	  	Fidelity Retirement Money Market Portfolio
	             %
	  	The Oakmark Equity and Income Fund—Class I
	             %
	  	PIMCO Total Return Fund – Institutional Class
	             %
	  	The Progressive Corporation Stock Fund
	             %
	  	Vanguard Growth Index Fund – Institutional Shares
	             %
	  	Vanguard Institutional Index Fund – Institutional Shares
	             %
	  	Vanguard Mid-Cap Index Fund – Institutional Shares
	             %
	  	Vanguard Small-Cap Index Fund – Institutional Shares
	             %
	  	Vanguard Total Bond Market Index Fund – Institutional Shares
	             %
	  	Vanguard Total International Stock Index Fund – Investor Shares (4)
	             %
	  	Vanguard Value Index Fund – Institutional Shares
	             %
	  	Wasatch Small Cap Growth Fund (5)
	             %
	  	TOTAL








 (1) There is a short-term trading fee of 1.0% for shares held less than 30 days on Fidelity Diversified
International Fund – Class K. 
 (2) There is a short-term trading fee of 1.5% for shares held less than 90 days on Fidelity Low-Priced
Stock Fund – Class K. 
 (3) There is a short-term trading fee of .75% for shares held less than 30 days on Fidelity Mid-Cap Stock Fund
– Class K. 
 (4) There is a short-term trading fee of 2.0% for shares held less than 60 days on Vanguard Total International Stock Index
Fund – Investor Shares. 
 (5) There is a short-term trading fee of 2.0% for shares held less than 60 days on Wasatch Small Cap Growth Fund.

 I understand that I may transfer amounts among Investment Funds only to the extent permitted by the Plan. I also understand that this
investment election 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 any particular funds, securities or property of the Company, any Affiliated Company or
the Trust, in any stock of The Progressive Corporation or in any Investment Funds offered under the Plan. I also understand that my right to receive distributions under the Plan makes me a general creditor of the Company with no greater priority
than any other general creditor of the Company. 
 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
Description dated December, 2009 relating to the Plan. I agree to accept as final and binding all decisions and interpretations of the Committee relating to the Plan, the Trust and this Agreement. 

  
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