Ex-10.D



 








Exhibit No. 10(d)




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 2005 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                     
	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.





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 DIRECTOR: 	 
	

	 	 	 	

	SIGNATURE:
	 	 
	 	 	








	 	 	 
	DATE:
	 	 
	

	 	

	SSN:
	 	 
	

	 	








The Deferral Agreement must be postmarked by December 31, 2004.




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