EX-10(CB) FORM OF EXEC DEFERRED COMP PLAN



 






Exhibit No. 10(CB)




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.