Ex-10.B



 








Exhibit No. 10(b)




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 Election. I hereby elect to defer receipt of all Time-Based
Restricted Stock Awards granted to me in 2005 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 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 2007, 2008 and
2009, 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 than January
1, 2013.)




OR




               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: (CHECK ONE)




               Single lump sum payment                    



OR in




               Three annual installments                    



               Five annual installments                    



               Ten annual installments                    



I understand that Plan distributions made on account 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 for six months and one day following the
date that such amount is first credited to such Deferral Account. Thereafter,
I understand that I may elect to have such amount deemed to be invested in one
or more of the other Investment Funds available under the Plan (except to the
extent that the Plan is amended to eliminate the option to choose those other
Investment Funds). I also understand that these deemed investments are merely
devices used to determine the amount payable to me under the Plan and do 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 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, 2004 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:

DATE:

SSN:



Your electronic submission of this Election Form will create a date/time stamp
and serve as your signature.