EX-4.21



 Exhibit 4.21 
 The Progressive Corporation 
 Executive Deferred Compensation Plan

 Time-Based Restricted Stock 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 Elections. I hereby elect to defer receipt of all Time-Based Restricted Stock
Awards granted to me in 2006 under The Progressive Corporation 2003 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. 
 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 within 30 days after the earlier of the date you die or incur a Termination of Employment or
the date a Change in Control occurs.) However, for certain executives, 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. 



I elect a fixed Deferral Period ending on [            ] 

 

	(*	Must be a date at least 3 years after the end of the calendar year in which the Restricted Stock Award becomes fully vested. For example, if a Time-Based
Restricted Stock Award vests in three equal installments in 2009, 2010 and 2011, you must select a date at least 3 years after the end of the calendar year in which the last installment vests (in this case, no earlier then – 01/01/2015).


 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 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 Company Stock Fund until the day it is distributed. 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 any particular funds, securities or property of the Company, any Affiliated Company or the Trust or in any stock of The Progressive Corporation. I also understand that my right to receive distributions under the Plan makes me a general
creditor of the Company with no greater right or 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, 2005 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.

 ALSO, I UNDERSTAND THAT THE PLAN IS LIKELY TO BE AMENDED IN SIGNIFICANT RESPECTS FOLLOWING MY EXECUTION OF THIS AGREEMENT. I AGREE TO BE
BOUND BY ALL SUCH AMENDMENTS AND BY ANY CHANGES SUCH AMENDMENTS MAY REQUIRE IN THE TERMS AND CONDITIONS OF THIS AGREEMENT. 
 NAME OF
ELIGIBLE EXECUTIVE: 
 EMPLOYEE ID: 
 DATE: 
 Your electronic submission of this Election Form will create a date/time stamp and
serve as your signature.