EX-10.1



 





Exhibit 10.1




THE PROGRESSIVE CORPORATION EXECUTIVE

DEFERRED COMPENSATION PLAN




( 2008 Amendment and Restatement)




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE NO.
	ARTICLE 1
	 	 	 	 
	DEFINITIONS
	 	 	 	 
	1.1 “Affiliated Company”
	 	 	1	 
	1.2 “ Account” or “ Deferral Account”
	 	 	1	 
	1.3 “Award”
	 	 	1	 
	1.4 “Beneficiary”
	 	 	1	 
	1.5 “Change in Control”
	 	 	2	 
	1.6 “Code”
	 	 	2	 
	1.7 “Committee”
	 	 	2	 
	1.8 “Company”
	 	 	2	 
	1.9 “Company Stock Fund”
	 	 	2	 
	1.10 “Deduction Limitation”
	 	 	2	 
	1.11 “Deferral Agreement”
	 	 	2	 
	1.12 “Deferral”
	 	 	2	 
	1.13 “Disabled” and “Disability”
	 	 	2	 
	1.14 “Distribution Event”
	 	 	3	 
	1.15 “Eligible Executive”
	 	 	3	 
	1.16 “ERISA”
	 	 	3	 
	1.17 “Fixed Deferral Period”
	 	 	3	 
	1.18 “Gainsharing Award”
	 	 	3	 
	1.19 “Incentive Plan”
	 	 	3	 
	1.20 “Investment Fund”
	 	 	3	 
	1.21 “Participant”
	 	 	3	 
	1.22 “Performance-Based Restricted Stock Award”
	 	 	3	 
	1.23 “Plan”
	 	 	3	 
	1.24 “Plan Year”
	 	 	4	 
	1.25 “Restricted Stock”
	 	 	4	 
	1.26 “Restricted Stock Award”
	 	 	4	 
	1.27 “Separation from Service”
	 	 	4	 
	1.28 “Stock”
	 	 	4	 
	1.29 “Termination of Employment”
	 	 	4	 
	1.30 “Time-Based Restricted Stock Award”
	 	 	4	 
	1.31 “Trust”
	 	 	4	 
	1.32 “Trust Agreement”
	 	 	4	 
	1.33 “Trustee “
	 	 	4	 
	1.34 “Unforeseeable Emergency”
	 	 	4	 
	1.35 “Valuation Date”
	 	 	4	 
	 
	 	 	 	 
	ARTICLE 2
	 	 	 	 
	DEFERRAL OF AWARDS
	 	 	 	 
	 
	 	 	 	 
	2.1 Method of Deferral
	 	 	5	 
	2.2 Deferral Agreement Provisions
	 	 	5	 







 









 






	 	 	 	 	 
	 	 	PAGE NO.
	2.3 Fixed Deferral Periods
	 	 	6	 
	 
	 	 	 	 
	ARTICLE 3
	 	 	 	 
	DISTRIBUTIONS AND WITHDRAWALS
	 	 	 	 
	 
	 	 	 	 
	3.1 Date of Distribution
	 	 	6	 
	3.2 Method of Distribution
	 	 	7	 
	3.3 Amount of Distribution
	 	 	8	 
	3.4 Form of Distribution
	 	 	8	 
	3.5 Involuntary Cashouts
	 	 	8	 
	3.6 Special Distributions
	 	 	9	 
	 
	 	 	 	 
	ARTICLE 4
	 	 	 	 
	ACCOUNTS
	 	 	 	 
	 
	 	 	 	 
	4.1 Establishment of Deferral Accounts
	 	 	9	 
	4.2 Investment of Accounts
	 	 	10	 
	4.3 Valuation of Investment Funds
	 	 	10	 
	4.4 Valuation of Accounts
	 	 	10	 
	4.5 Nature of Accounts
	 	 	11	 
	4.6 Account Statements
	 	 	11	 
	 
	 	 	 	 
	ARTICLE 5
	 	 	 	 
	INVESTMENT FUNDS
	 	 	 	 
	 
	 	 	 	 
	5.1 Investment Funds
	 	 	11	 
	5.2 Investment Elections of Participants
	 	 	11	 
	5.3 Transfers
	 	 	11	 
	5.4 Special Rules for Restricted Stock
	 	 	12	 
	5.5 Nature of Investment Funds
	 	 	12	 
	5.6 Liquidation of Investment Funds
	 	 	12	 
	 
	 	 	 	 
	ARTICLE 6
	 	 	 	 
	TRUST
	 	 	 	 
	 
	 	 	 	 
	6.1 Establishment of Trust
	 	 	12	 
	 
	ARTICLE 7
	 	 	 	 
	PLAN OPERATION AND ADMINISTRATION
	 	 	 	 
	 
	 	 	 	 
	7.1 Powers of Committee
	 	 	13	 
	7.2 Reliance on Tables, etc
	 	 	14	 
	7.3 Indemnification
	 	 	14	 
	7.4 Notices to Committee
	 	 	14	 






 









 






	 	 	 	 	 
	 	 	PAGE NO.
	ARTICLE 8
	 	 	 	 
	CLAIMS PROCEDURES
	 	 	 	 
	 
	 	 	 	 
	8.1 Establishment of Claims Procedures
	 	 	14	 
	8.2 Claims Denials
	 	 	14	 
	8.3 Appeals of Denied Claims
	 	 	15	 
	8.4 Review of Appeals
	 	 	15	 
	8.5 Extensions
	 	 	16	 
	8.6 Disability Claims
	 	 	16	 
	 
	 	 	 	 
	ARTICLE 9
	 	 	 	 
	AMENDMENT AND TERMINATION OF THE PLAN
	 	 	 	 
	 
	 	 	 	 
	9.1 Amendment
	 	 	16	 
	9.2 Termination
	 	 	17	 
	9.3 Liquidation of the Trust
	 	 	17	 
	 
	 	 	 	 
	ARTICLE 10
	 	 	 	 
	MISCELLANEOUS PROVISIONS
	 	 	 	 
	 
	 	 	 	 
	10.1 Headings
	 	 	17	 
	10.2 Plan Not Contract of Employment
	 	 	18	 
	10.3 Severability
	 	 	18	 
	10.4 Prohibition on Assignment
	 	 	18	 
	10.5 Number and Gender
	 	 	18	 
	10.6 Governing Law
	 	 	18	 
	10.7 Satisfaction of Claims
	 	 	18	 
	10.8 No Liability
	 	 	19	 
	10.9 Tax Withholding
	 	 	19	 
	10.10 Facility of Payment
	 	 	19	 
	10.11 Repayment of Awards
	 	 	19	 
	10.12 Stock Subject to the Plan
	 	 	19	 







 









 








THE PROGRESSIVE CORPORATION EXECUTIVE

DEFERRED COMPENSATION PLAN

(2008 Amendment and Restatement)





WHEREAS, The Progressive Corporation (“Company”) maintains The Progressive Corporation Executive
Deferred Compensation Plan pursuant to a 2003 Amendment and Restatement and four amendments
thereto; and




WHEREAS, it is desired to amend and restate the Plan;




NOW, THEREFORE, effective January 1, 2008, the Plan is hereby amended and restated in its entirety
to provide as follows:



GRANDFATHERED PROVISIONS

GOVERNING CERTAIN PRIOR DEFERRALS





The Plan, as in effect on December 31, 2007, shall remain unchanged and continue in full force and
effect, but only with respect to Awards that were earned and became vested on or before December
31, 2004. For the period January 1, 2005 through December 31, 2007, the Plan was operated in
compliance with Section 409A of the Code, pursuant to a reasonable interpretation of that section,
as it was then in effect, with respect to Awards that were earned or become vested on or after
January 1, 2005.



AMENDED AND RESTATED PROVISIONS





Effective January 1, 2008, the Plan is hereby amended and restated in its entirety to provide as
follows, but only with respect to Awards that were earned or become vested on or after January 1,
2005.



ARTICLE 1

DEFINITIONS




     1.1 “Affiliated Company” means any corporation included in the affiliated group of
corporations as defined in Section 1504 of the Code (determined without regard to 1504(b)) of which
the Company is the common parent corporation.



     1.2 “ Account” or “ Deferral Account” shall have the meaning set forth in
Section 4.1.



     1.3 “Award” means a Gainsharing Award or Restricted Stock Award.



     1.4 “Beneficiary” means such person(s) as the Participant has designated. A
Participant may change his/her Beneficiary designation at any time. All Beneficiary designations
(including changes) shall be made in writing on such forms as the Committee shall prescribe, and
shall become effective only when received and accepted by the Committee; provided, however, that a
Beneficiary designation (including a change) received by the Committee after the designating
Participant’s death shall be disregarded. In the absence of a Beneficiary designation, or if the
designated Beneficiary is no longer living or in existence at the time of the



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Participant’s death, all distributions payable from the Plan upon the Participant’s death
shall be paid to the Participant’s estate.




     1.5 “Change in Control” means a change in the ownership of the Company, a change in
effective control of the Company, or a change in the ownership of a substantial portion of the
Company’s assets, each as determined in accordance with Section 409A of the Code.



     1.6 “Code” means the Internal Revenue Code of 1986, as amended, and the regulations
promulgated pursuant thereto.



     1.7 “Committee” means the Compensation Committee of the Board of Directors of the
Company, or any successor committee.



     1.8 “Company” means The Progressive Corporation, an Ohio corporation, or its
successors.



     1.9 “Company Stock Fund” means an Investment Fund consisting of Stock and cash, and
administered in accordance with such rules regarding reinvestment of dividends and treatment of
fractional shares as the Committee shall prescribe.



     1.10 “Deduction Limitation” means the following described limitation on a payment that
may otherwise be distributable under the Plan. If the Committee determines in good faith that
there is a reasonable anticipation that any compensation to a Participant for a taxable year of the
Company would not be deductible by the Company solely by reason of the limitation under Code
Section 162(m), the Committee may elect to defer all or any portion of a distribution otherwise
payable to the Participant under this Plan to the extent necessary to preserve the Company’s
deduction under Code Section 162(m) for such taxable year; provided, however, that if the Committee
elects to defer a portion of a distribution in respect of a Participant pursuant to this Section
1.10, then the Committee shall also defer all remaining portions of such distribution to the extent
permissible under this Section 1.10. Any amounts deferred pursuant to this limitation shall
continue to be deemed to be invested as provided in Article 5. The amounts so deferred (subject to
investment gains and losses) shall be distributed to the Participant or his or her Beneficiary (if
the Participant dies) no later than the last day of the Plan Year in which the Committee determines
in good faith that the deductibility of compensation paid or payable to the Participant for the
taxable year of the Company during which the distribution is made will not be limited by Code
Section 162(m), or the last day of the Plan Year in which the Participant experiences a Separation
from Service (or, if later, no later than six months and one day following the date of such
Separation from Service).



     1.11 “Deferral Agreement” means an agreement entered into by an Eligible Executive
pursuant to Article 2.



     1.12 “Deferral” means an amount credited to a Deferral Account pursuant to a Deferral
Agreement.



     1.13 “Disabled” and “Disability” means that a Participant is, by reason of any
medically determinable physical or mental impairment that can be expected to result in death or can
be expected to last for a continuous period of not less than twelve (12) months, receiving short-



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term and/or long-term disability benefits for a period of not less than three (3) months under
The Progressive Health, Life and Disability Benefits Plan, or any similar successor plan.




     1.14 “Distribution Event” means, as to each Participant, the earliest of the following
events:




	 	(i)	 	the Participant’s death;
	 
	 	(ii)	 	the Participant’s Termination of Employment; or
	 
	 	(iii)	 	Change in Control.





     1.15 “Eligible Executive” means any executive of the Company or any Affiliated Company
who has a target Gainsharing Award of 35% or more of salary or who is designated in writing as an
Eligible Executive by the Committee, excluding, however, individuals who are not residents of the
United States or are not working at a location in the United States.



     1.16 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended,
and the regulations promulgated pursuant thereto.



     1.17 “Fixed Deferral Period” shall have the meaning set forth in Section 2.3.



     1.18 “Gainsharing Award” means any bonus or other incentive award payable with respect
to a Plan Year under any plan that expressly allows deferrals under this Plan, including The
Progressive Corporation Gainsharing Plan, The Progressive Corporation Information Technology
Incentive Plan, The Progressive Capital Management Bonus Plan, The Progressive Corporation
Executive Bonus Plan and any other plan or program as may be designated by the Committee.



     1.19 “Incentive Plan” means The Progressive Corporation 2003 Incentive Plan, as
amended from time to time.



     1.20 “Investment Fund” means a device established from time to time by the Committee
pursuant to Section 5.1 that is used to calculate gains and losses in amounts deferred by
Participants under the Plan.



     1.21 “Participant” means an Eligible Executive who has deferred receipt of a portion
of any Award pursuant to a Deferral Agreement. Participation shall begin on the date that a
Deferral Account is established in the name of the Participant and shall end on the date that the
Participant dies or receives a distribution of the balance of all his/her Deferral Accounts.



     1.22 “Performance-Based Restricted Stock Award” means an Award of “Performance-Based
Restricted Stock”, as defined in the Incentive Plan.



     1.23 “Plan” means The Progressive Corporation Executive Deferred Compensation Plan
(2008 Amendment and Restatement), as set forth herein and as it may be amended from time to time.



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     1.24 “Plan Year” means 2008 and each subsequent calendar year.



     1.25 “Restricted Stock” means an award of shares of Stock that is made pursuant to the
Incentive Plan and is subject to restrictions.



     1.26 “Restricted Stock Award” means an award of Restricted Stock under the Incentive
Plan.



     1.27 “Separation from Service” shall have the meaning set forth in Section 409A of the
Code.



     1.28 “Stock” means the Common Shares, $1.00 par value, of the Company.



     1.29 “Termination of Employment” means the voluntary or involuntary cessation of a
Participant’s employment with the Company and all Affiliated Companies as a result of a Separation
from Service for any reason other than death, Disability or a military leave, sick leave or other
leave of absence that is reasonably expected to last for a period of less than six months, or any
leave of absence for which the Participant retains a right to reemployment either by statute or by
contract with the Company.



     1.30 “Time-Based Restricted Stock Award” means an Award of “Time-Based Restricted
Stock”, as defined in the Incentive Plan.



     1.31 “Trust” shall mean the trust maintained pursuant to the Trust Agreement and known
as The Progressive Corporation Executive Deferred Compensation Trust.



     1.32 “Trust Agreement” shall mean the agreement of trust between the Company and the
Trustee executed in furtherance of the Plan, as the same may be amended from time to time.



     1.33 “Trustee” shall mean the person selected from time to time by the Company to
serve as trustee under the Trust Agreement.



     1.34 “Unforeseeable Emergency” shall have the meaning set forth in Section 409A of the
Code.



     1.35 “Valuation Date” shall mean each day that the New York Stock Exchange is open for
trading.



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ARTICLE 2

DEFERRAL OF AWARDS




     2.1 Method of Deferral.


Each Eligible Executive may elect to defer receipt of all or a portion of his/her Gainsharing Award
and/or the entirety of any of his/her Restricted Stock Awards in respect of any Plan Year by
signing a Deferral Agreement and delivering it to the Committee or by completing a Deferral
Agreement and transmitting it to the Committee via the Company’s electronic mail system. If a
Gainsharing Award is payable in installments, each installment, whether or not payable in the same
Plan Year, shall be subject to the same Deferral Agreement. Any taxes or other amounts due with
respect to any deferred Gainsharing Award or Restricted Stock Award shall be paid by the Eligible
Executive to the Company no later than the date specified by the Company.




     2.2 Deferral Agreement Provisions.



     Each Deferral Agreement must satisfy all of the following requirements:




(a) it must be in the form specified by the Committee;




(b) it must be delivered in writing, or transmitted electronically, to the Committee in
accordance with such procedures as the Committee may establish from time to time.




(c) it must be irrevocable;




(d) as to deferrals of Gainsharing Awards, it must apply to only one such Gainsharing Award;




(e) as to deferrals of Restricted Stock Awards, it must apply to all Time-Based Restricted
Stock Awards granted during the Plan Year, all Performance-Based Restricted Stock Awards
granted during the Plan Year, or both;




(f) it must be delivered to the Committee in writing, or received by the Committee via the
Company’s electronic mail system, (i) as to each Gainsharing Award, prior to the Plan Year
in which the Gainsharing Award will be earned, and (ii) as to each Restricted Stock Award,
prior to the Plan Year the Restricted Stock Award is granted;




(g) as to deferrals of Gainsharing Awards, it must specify the percentage of the Eligible
Executive’s Gainsharing Award to be deferred, which percentage shall not be less than ten
percent (10%). The same deferral percentage shall apply to each installment of a
Gainsharing Award covered by the Deferral Agreement. However, a Deferral Agreement may
provide for the deferral of a percentage of that portion of a Gainsharing Award that exceeds
a specified gross dollar amount, which percentage shall not be less than ten percent (10%).
Notwithstanding the preceding provisions of this Section 2.2(g), no Deferral shall be less
than such dollar amount as the Committee may specify from time to time;



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(h) as to deferral of a Restricted Stock Award, it must apply to the entirety of each
Time-Based Restricted Stock Award granted during the Plan Year, the entirety of each
Performance-Based Restricted Stock Award granted during the Plan Year, or both;




(i) it must specify whether the balance of the Deferral Account to be established pursuant to
that Deferral Agreement will be distributed in a lump sum, in three (3) annual installments, in
five (5) annual installments, or in ten (10) annual installments;




(j) it must specify the Fixed Deferral Period, if any, elected by the Eligible Executive
pursuant to Section 2.3 of this Plan; and




(k) it must contain such other provisions, conditions and limitations as may be required by
the Company or the Committee.



     2.3 Fixed Deferral Periods.


If an Eligible Executive wishes to defer receipt of all or a portion of any Award for a fixed
period of time (“Fixed Deferral Period”), then his/her Deferral Agreement relating to such Award
shall specify that Fixed Deferral Period. Such Fixed Deferral Period shall not be less than three
(3) years following (i) in the case of a deferral of all or a portion of a Gainsharing Award, the
end of the Plan Year in which the Gainsharing Award will be earned and (ii) in the case of a
deferral of a Restricted Stock Award, the end of the Plan Year in which the last of the
restrictions applicable to the Restricted Stock Award expires. In the case of a Restricted Stock
Award as to which restrictions expire in installments, the Fixed Deferral Period must end on the
same date for all installments. Notwithstanding the preceding provisions of this Section 2.3,
Eligible Executives may not elect a Fixed Deferral Period with respect to the deferral of any
Performance-Based Restricted Stock Award.




ARTICLE 3

DISTRIBUTIONS AND WITHDRAWALS




     3.1 Date of Distribution.


Distribution of the balance of each Deferral Account of a Participant shall be made or shall
commence within thirty (30) days following the earlier of (i) the date the Committee receives
notice that a Distribution Event has occurred, or (ii) the date on which the Fixed Deferral Period,
if any, applicable to such Account expires. Notwithstanding the preceding provisions, each
distribution made on account of a Participant’s Termination of Employment shall not be made or
commence until six (6) months after the date of such Termination of Employment. If distribution is
to be made in installments, payment of installments following the first installment shall be made
within thirty (30) days following each anniversary of the date referred to in clause (i) or (ii) of
the first sentence of this Section 3.1 or the date referred to in the immediately preceding
sentence, as applicable, until all installments have been paid.



The Committee, in its sole discretion, may also permit distribution of the entire balance of all of
a Participant’s Deferral Accounts to be made within thirty (30) days following the date the
Participant is determined by the Committee to be Disabled. If the Committee approves such a




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Disability distribution, no further Deferrals shall be made with respect to the Disabled
Participant following the date of the Committee’s approval, and each Deferral Agreement to which
such Participant is then a party shall be of no further effect.



The Committee in its sole discretion may also permit distribution of all or a portion of the
balance of a Participant’s Deferral Accounts to be made following the Committee’s receipt of
written notice that an Unforeseeable Emergency has occurred with respect to such Participant. Such
distribution shall be limited to the amount reasonably necessary to satisfy the need created by
such Unforeseeable Emergency, plus any applicable taxes. If the Committee approves such an
Unforeseeable Emergency distribution, no further Deferrals shall be made with respect to such
Participant following the date of the Committee’s approval, and each Deferral Agreement to which
such Participant is then a party shall be of no further effect. To the extent permitted under
Section 409A of the Code, a Participant who receives a distribution due to an Unforeseeable
Emergency may enter into a new Deferral Agreement in any Plan Year following the Plan Year in which
the Participant received such distribution.



Notwithstanding the preceding provisions of this Section 3.1, a Participant may elect to change the
date any distribution on account of expiration of a Fixed Deferral Period is to be made or
commence. Each such election change must be made in writing and on such forms as the Committee
shall specify. Each such election change must be delivered to the Committee at least one (1) year
prior to the expiration of the Fixed Deferral Period and shall delay the payment or commencement of
distributions to the Participant for a period of at least five (5) years following the date such
distribution otherwise would have been made or would have commenced. In the case of a distribution
to be made in installments, the provisions of this paragraph shall apply to each installment
payment as if each such installment payment were a separate distribution.



Participants desiring to receive a distribution due to disability or Unforeseeable Emergency, shall
submit a written request to the Committee in such form as it shall specify.




     3.2 Method of Distribution.



Each distribution of all or a portion of the balance of a Deferral Account shall be made to the
Participant, except that any such distribution made on account of the Participant’s death shall be
made to the Participant’s Beneficiary. Each distribution made on account of the Participant’s
death, Disability, Unforeseeable Emergency or a Change in Control shall be paid in a lump sum.
Each distribution made on account of the Participant’s Termination of Employment or expiration of a
Fixed Deferral Period shall be paid in either a lump sum or installments, as specified in the
applicable Deferral Agreement.



If a Participant elects to receive payment in installments and dies prior to payment of all
installments, the balance remaining unpaid at his/her death shall be paid to his/her Beneficiary in
a lump sum.



Installment payments shall be paid in three (3) annual installments, in five (5) annual
installments or in ten (10) annual installments, as specified in the applicable Deferral Agreement.



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Notwithstanding the preceding provisions of this Section 3.2, a Participant may elect to change the
method of distribution elected in respect of any distribution to be made on account of Termination
of Employment or expiration of a Fixed Deferral Period to any of the four permissible distribution
options set forth in Section 2.2(i). Such election change shall not take effect until the first
anniversary of the date it is delivered to the Committee. Each such election change must be made
in writing and on such forms as the Committee shall specify. Any election change with respect to
a Fixed Deferral Period must be delivered to the Committee at least one (1) year prior to the
expiration of the Fixed Deferral Period. In addition, any election change with respect to a
Termination of Employment or Fixed Deferral Period shall delay the payment or commencement of
distributions to a Participant for a period of at least five (5) years following the date such
distribution otherwise would have been made or would have commenced.




     3.3 Amount of Distribution.


The amount of each lump sum payment shall be equal to the balance of the Deferral Account, as of
the Valuation Date immediately preceding the date of any distribution from the Plan. In the case
of a lump sum payment made upon the occurrence of an Unforeseeable Emergency, the amount shall be
such portion of such balance as the Committee, in its sole discretion, shall determine, as being
reasonable necessary to meet the need created by such Unforeseeable Emergency, plus any applicable
taxes. The amount of each installment payment shall be equal to the balance of the Deferral
Account as of the Valuation Date immediately preceding the date of payment multiplied by a
fraction, the numerator of which is one and the denominator of which is the number of years
remaining in the period over which installments are to be paid. Installment distributions to be
made in Stock shall be rounded to the nearest whole share. Notwithstanding anything in the Plan to
the contrary, all distributions, except those made on account of a Change in Control, are subject
to the Deduction Limitation.




     3.4 Form of Distribution.


Distributions of Deferrals of Restricted Stock Awards granted in 2005 and later years shall be made
in Stock, with any fractional shares of Stock and any portion of such distribution that is derived
from cash dividends on deferred Restricted Stock Awards to be made in cash. All other Plan
distributions shall be made in cash.




     3.5 Involuntary Cashouts.


If, at any time during a Plan Year, the aggregate balance of a Participant’s Deferral Accounts
under the Plan is less than the applicable dollar amount under Section 402(g)(1)(B) of the Code for
that Plan Year, the Committee, in its sole discretion, may distribute such aggregate balance to
such Participant in a lump sum.




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     3.6 Special Distributions.


Notwithstanding anything in this Plan to the contrary,





	 	(i)	 	The Committee, in its sole discretion, may make payment of all or a portion of one or more
Participant’s Deferral Accounts at any time that the Plan fails to meet the requirements of
Section 409A of the Code. Such payment may not exceed the amount required to be included in
income of such Participant(s) as a result of such failure; and
	 
	 	(ii)	 	The Committee, in its sole discretion, may distribute all or any portion of the Deferral
Accounts of one or more Participants to reflect payment of state, local or foreign tax
obligations or obligations imposed by the Federal Insurance Contributions Act (FICA),
including the additional tax at source on wages, arising from participation in the Plan that
apply to an amount deferred under the Plan before the amount is paid or made available to the
Participant. Such payment to a Participant may not exceed the amount of such taxes due as a
result of such Participant’s participation in the Plan. Such payment may be made to the
Participant in the form of withholding pursuant to provisions of applicable state, local or
foreign law, or by distribution directly to the Participant.





ARTICLE 4

ACCOUNTS




     4.1 Establishment of Deferral Accounts.


The Committee shall establish a Deferral Account in the name of each Participant for each
Gainsharing Award, or portion thereof, and each Restricted Stock Award that is the subject of a
Deferral Agreement. As to Deferrals of Gainsharing Awards, each such Account shall be established
as of the first date that such Gainsharing Award, or portion thereof, otherwise would have been
paid to the Participant. As to deferrals of Restricted Stock Awards, each such Account shall be
established as of the date that the restrictions applicable to such Restricted Stock Award expire.
In the case of a Restricted Stock Award as to which the restrictions expire at different times for
different portions of the Award, such Account shall be established as of the date the first of such
restrictions expires. Each Deferral Account shall be credited with the deferred portion of such
Award at the time the Account is established, or, in the case of a Restricted Stock Award as to
which the restrictions expire at different times for different portions of the Award, from
time-to-time as such restrictions expire. Thereafter, all Deferral Accounts shall be valued and
administered as provided in this Article. Notwithstanding anything in the Plan to the contrary,
the Trustee may combine two (2) or more of any Participant’s Deferral Accounts into a single
Account, if the Deferral Accounts to be combined (i) are subject to Fixed Deferral Periods ending
on the same date or (ii) are not subject to Fixed Deferral Periods at all.




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     4.2 Investment of Accounts.


All credits to a Deferral Account of a Participant shall be deemed to be invested in such
Investment Fund or Funds as the Participant shall elect from time to time in accordance with
Article 5. The number of shares of Stock to be credited to a Participant’s Account by virtue of a
Participant’s initial election to invest a portion of a Deferral in the Company Stock Fund shall be
determined on the date of the Deferral in accordance with such procedures as the Committee shall
establish, based on the weighted average price paid for all shares of Stock purchased by the
Trustee and deposited in the Trust on that date pursuant to Article 6. If a Participant has any
portion of a Deferral in the Company Stock Fund on the record date for a dividend to be paid on the
Company’s Stock, an amount determined at a per share rate equivalent to such dividend shall be
credited to the Participant’s Account as of the payment date for such dividend, and such amount
shall be deemed to be reinvested in the Company Stock Fund. Notwithstanding the preceding
provisions of this Section 4.2, (i) all credits to a Deferral Account of a Participant relating to
a deferred Restricted Stock Award granted prior to March 17, 2005 (and dividends thereon), shall be
deemed to be invested in the Company Stock Fund until six (6) months and one (1) day following the
expiration of the restrictions applicable to such Award, unless otherwise determined by the
Committee at or after the deferral of such Award, and, thereafter, the preceding provisions of this
Section 4.2 shall apply, and (ii) all credits to a Deferral Account of a Participant relating to a
deferred Restricted Stock Award granted on or after March 17, 2005 (including dividends thereon),
shall be deemed to be invested in the Company Stock Fund until the balance of such Deferral Account
has been distributed in accordance with Article 3.




     4.3 Valuation of Investment Funds.


As of each Valuation Date, the Trustee shall compute the value of each Investment Fund from which
shall be determined the net gain or loss of such Investment Fund since the immediately preceding
Valuation Date. The net gain or loss shall include any unrealized and realized profits and losses,
and any dividends, interest or other income and any expenses which are due or accrued, but shall
not include distributions from such Investment Fund. In determining the value of each Investment
Fund, the Trustee shall use the following values: securities listed on any nationally recognized
securities exchange shall be valued at the closing price reported on any such exchange on the
Valuation Date, or, if there were no sales on the Valuation Date, then at the last quoted bid price
on the Valuation Date. Securities not listed on a recognized securities exchange shall be valued at
the last quoted closing bid price on the Valuation Date. A unit of participation in a common trust
fund maintained by the Trustee or a share in a mutual fund shall be valued at the unit value, or
share price respectively, in effect at the close of business on the Valuation Date. Securities with
respect to which there were no available sale prices or bid prices on the Valuation Date, and any
other investments, shall be valued at prices deemed by the Trustee to represent the fair market
value thereof on the Valuation Date.




     4.4 Valuation of Accounts.


As of each Valuation Date, the net gain or loss of each Investment Fund shall be allocated among
the appropriate Deferral Accounts in accordance with such procedures as the Committee shall
establish, which procedures shall apply uniformly to all Participants.




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     4.5 Nature of Accounts.


All credits to each Deferral Account of each Participant shall be recorded as a liability on the
books of the Company. However, no Participant or Beneficiary shall have any proprietary rights of
any nature with respect to any Account of any Participant or with respect to any funds, securities
or other property owned by the Company or any Affiliated Company that is held in the Trust or that
otherwise may be represented from time to time by Investment Funds. All payments under the Plan
shall be made from the Trust or from the Company’s general funds and in no event shall any
Participant or Beneficiary have any claims or rights to any payment hereunder that are superior to
any claims or rights of any general creditor of the Company.




     4.6 Account Statements.


The Committee will furnish each Participant, or make available to each Participant on-line,
periodic statements of the value of each of his/her Deferral Accounts.




ARTICLE 5

INVESTMENT FUNDS




     5.1 Investment Funds.


The Committee shall establish and maintain the Company Stock Fund and such other Investment Funds
as are specified from time to time by the Company. In this regard, the Company may choose to offer
as Investment Funds any investment vehicles, including without limitation: (i) securities issued
by investment companies advised by affiliates of the Trustee, (ii) guaranteed investment contracts
recommended by the Trustee, and (iii) collective investment trusts maintained by the Trustee.




     5.2 Investment Elections of Participants.


Each Participant shall make an investment election in the manner prescribed by the Committee,
directing the manner in which his/her Deferrals shall be deemed to be invested. Each investment
election must be made at the time the applicable Deferral Agreement is signed and may be changed
upon notice to the Committee at any time prior to the deemed deposit of the applicable Deferral
into one or more Investment Funds. Such elections and notices to the Committee must be made in
writing or through the Company’s electronic mail system in accordance with such procedures as the
Committee may prescribe. Each Participant may make a separate investment election for each of
his/her Deferral Accounts. Each investment election shall specify that Deferrals shall be deemed
to be deposited in one or more of the Investment Funds in percentages that are each an integral
multiple of 1% and that in the aggregate equal 100% of the Deferral.




     5.3 Transfers.


Amounts deemed to be invested in an Investment Fund pursuant to this Section may be transferred to
another Investment Fund in accordance with such procedures and limitations as the Committee shall
prescribe. The procedures and limitations prescribed by the Committee




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may include, without limitation, provisions which (i) limit transfers to specified dollar amounts
or percentages (ii) limit the number of transfers that each Participant may make each Plan year
(iii) limit the dates as of which transfers may become effective and (iv) impose waiting periods or
other restrictions in connection with multiple transfers in and out of the same Investment Fund.
All such procedures and limitations shall apply uniformly to similarly situated Participants.




     5.4 Special Rule for Restricted Stock Awards.


Notwithstanding the preceding provisions of this Article 5, each Deferral of a Restricted
Stock Award shall be deemed to be invested in the Company Stock Fund until six (6) months and one
(1) day following the date the restrictions applicable to such Restricted Stock Award expire,
unless otherwise determined by the Committee at or after the deferral of such Award. Thereafter,
the Participant may transfer all or a portion of such Deferral to another Investment Fund in
accordance with the preceding provisions of this Article 5. Notwithstanding the preceding
provisions of this Section 5.4, each Deferral of a Restricted Stock Award granted on or after March
17, 2005 shall be deemed to be invested in the Company Stock Fund until the Deferral Account to
which such Deferral has been credited has been distributed in accordance with Article 3 of this
Plan.




     5.5 Nature of Investment Funds.


Notwithstanding anything in the Plan, Trust or any Deferral Agreement to the contrary, no
Participant shall have any rights or interests in any particular funds, securities or property of
the Company, any Affiliated Company or the Trust, or in any investment vehicle in which Deferrals
are deemed to be invested, by virtue of any investment election made by the Participant under the
Plan, any deemed investment under the Plan or any transactions engaged in by the Trust. Each
Deferral Account, however, shall be credited/charged in accordance with Article 4 with gains/losses
as if the Participant in fact had made a corresponding actual investment.




     5.6 Liquidation of Investment Funds.


If any Investment Fund is liquidated or otherwise ceases to exist without a successor, then that
portion of each Account balance that previously has been deemed to have been invested in that
Investment Fund shall be deemed to have been transferred to an Investment Fund consisting of money
market instruments, or, if none, such other Investment Fund selected by the Committee.




ARTICLE 6

TRUST




     6.1 Establishment of Trust.


The Company shall establish and maintain a Trust to provide a source of funds to assist the Company
in meeting its liabilities under the Plan. Within thirty (30) days following the end of




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each Plan Year ending after the Trust has become irrevocable pursuant to the Trust Agreement, the
Company shall be required to irrevocably deposit additional cash or other property to the Trust in
an amount sufficient to pay each Participant or Beneficiary the benefits payable pursuant to the
terms of the Plan as of the close of that Plan year.



The principal of the Trust, and any earnings thereon, shall be held separate and apart from other
funds of Company and shall be used exclusively for the uses and purposes of Plan Participants and
general creditors of the Company as set forth herein and in the Trust Agreement. Plan Participants
and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in,
any assets of the Trust. Any rights created under the Plan and the Trust Agreement shall be mere
unsecured contractual rights of Plan Participants and their Beneficiaries against Company. Any
assets held by the Trust will be subject to the claims of the Company’s general creditors under
federal and state law in the event of Insolvency, as defined in the Trust Agreement. All assets
deposited in the Trust shall be held, administered and distributed by the Trustee in accordance
with the Trust Agreement. The Company shall pay directly, or reimburse the Trustee for, all taxes
due in respect of any income or gains on Trust assets.




ARTICLE 7

PLAN OPERATION AND ADMINISTRATION




     7.1 Powers of Committee.


The Committee will have full power to administer the Plan. Such power includes, but is not limited
to, the following authority:





(a) to make and enforce such rules and regulations as it deems necessary or proper for the
efficient administration of the Plan;




(b) to interpret the Plan and to decide all matters arising thereunder, including the right
to resolve or remedy any ambiguities, errors, inconsistencies or omissions. All such
interpretations shall be final and binding on all parties;




(c) to compute the amounts payable to any Participant or Beneficiary or other person in
accordance with the provisions of the Plan;




(d) to authorize disbursements from the Trust or the Plan;




(e) to keep such records and submit such filings, elections, applications, returns or
other documents or forms as may be required under ERISA, the Code or other applicable law;




(f) to appoint such agents, counsel, accountants and consultants as may be desirable to
assist in administering the Plan;




(g) To exercise the other powers that are expressly granted to it herein, or that are
impliedly necessary for it to carry out any of its responsibilities hereunder; and



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(h) by written instrument, to delegate any of the foregoing powers.



     7.2 Reliance on Tables, etc.


The Committee will be entitled, to the extent permitted by law, to rely conclusively on all tables,
valuations, certificates, opinions and reports which are furnished by any accountant, Trustee,
counsel or other expert retained by the Committee to assist it in administering the Plan.




     7.3 Indemnification.


In addition to whatever rights of indemnification to which employees, officers and directors of the
Company and the Affiliated Companies may be entitled under the articles of incorporation,
regulations or bylaws of the Company or the Affiliated Companies, under any provision of law, or
under any other agreement, the Company shall satisfy any liabilities actually and reasonably
incurred by any such employee, officer or director, including expenses, attorneys’ fees, judgments,
fines and amounts paid in settlement, in connection with any threatened, pending, or completed
action, suit, or proceeding which is related to the exercise or failure to exercise by such person
or persons of any of the powers, authority, responsibilities, or discretion of the Company, the
Affiliated Companies or the Committee provided under the Plan or the Trust Agreement, or reasonably
believed by such person or persons to be provided thereunder, and any action taken by such person
or persons in connection therewith.




     7.4 Notices to Committee.


The Committee shall designate one or more addresses to which notices and other communications to
the Committee shall be sent. No notice or other communication shall be considered to have been
given to or received by the Committee until it has been delivered to the Committee’s attention at
one of such designated addresses.




ARTICLE 8

CLAIMS PROCEDURES




     8.1 Establishment of Claims Procedure


The Committee shall establish reasonable procedures under which a claimant, who may be a
Participant, or Beneficiary, or his/her duly authorized representative, may present a claim for
benefits under this Plan.




     8.2 Claims Denials


Unless such claim is allowed in full by the Committee, written notice of the denial shall be
furnished to the claimant within ninety (90) days (which may be extended by a period not to exceed
an additional ninety (90) days if special circumstances so require and written notice to the
claimant is given prior to the expiration of the initial ninety (90) day period describing such
circumstances and indicating the date by which the Committee expects to render its




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determination) setting forth the following in a manner calculated to be understood by the claimant:





               (i) The specific reason(s) for the denial;




               (ii) Specific reference(s) to any pertinent provision(s) of the Plan or rules
promulgated
pursuant thereto on which the denial is based;




               (iii) A description of any additional information or material as may be necessary
to perfect
the claim, together with an explanation of why it is necessary;




               (iv) A description of the Plan’s claims review procedures and the time limits
applicable to
such procedures, including a statement of the claimant’s right to bring a civil action under
Section 502(a) of ERISA following an adverse benefit determination on review; and




               (v) An explanation of the steps to be taken if the claimant wishes to resubmit
his/her claim
for review.



     8.3 Appeals of Denied Claims


Within a reasonable period of time after the denial of the claim, but in any event, not to be more
than sixty (60) days, the claimant or his/her duly authorized representative may make written
application to the Committee for a review of such denial. The claimant or his/her representative,
may, upon request and free of charge, review or receive copies of documents, records and other
information relevant to the claimant’s claim for benefits, and may submit written comments,
documents, records and other information relating to the claim for benefits.




     8.4 Review of Appeals


If an appeal is timely filed, the Committee shall conduct a full and fair review of the claim and
mail or deliver to the claimant its written decision within sixty (60) days after the claimant’s
request for review (which may be extended by a period not to exceed an additional sixty (60) days
if special circumstances or a hearing so require and written notice to the claimant is given prior
to the expiration of the initial sixty (60) day period describing such special circumstances and
indicating the date by which the Committee expects to render its determination). In conducting its
review, the Committee shall take into account all comments, documents, records and other
information submitted by the claimant relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit determination. The Committee’s
decision on review shall:




               (i) Be written in a manner calculated to be understood by the claimant;



               (ii) State the specific reason(s) for the decision;



               (iii) Make specific reference to pertinent provision(s) of the Plan;



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               (iv) State that the claimant is entitled to receive, upon request and free of
charge,
reasonable access to, and copies of, all documents, records and other information relevant
to the claimant’s claim for benefits; and




               (v) Include a statement of the claimant’s right to bring a civil action under
Section 502(a) of ERISA.



     8.5 Extensions


If a period of time is extended, as permitted under Sections 8.2 and 8.4 above, due to a claimant’s
failure to submit information to decide a claim, the period for making the benefit determination on
review shall be tolled from the date on which the notification of the extension is sent to the
claimant until the date on which the claimant responds to the request for additional information.




     8.6 Disability Claims.


Claims involving a determination of Disability or payments related to Disability shall comply with
and follow the applicable Department of Labor regulations. Upon the filing of an initial
Disability-related claim, the Committee will make a decision regarding a Participant’s claim within
45 days of such Participant’s request, unless special circumstances would make rendering a decision
within the 45-day period unfeasible. The Committee will notify the Participant of its need to
extend the decision deadline and may extend the deadline for up to two additional 30-day periods,
if necessary. The Participant will be permitted to appeal any adverse initial determination up to
180 days after the determination is issued. The Committee will make a decision within a reasonable
period of time after receiving any appeal but in no event later than 45 days after a Participant’s
appeal is received unless special circumstances would make rendering a decision within the 45-day
period unfeasible. The Committee will notify a Participant of any need to extend the decision
deadline and may extend the deadline for no more than an additional 45 days. More details about
the Disability retirement procedure are available from the Committee.




ARTICLE 9

AMENDMENT AND TERMINATION OF THE PLAN




     9.1 Amendment.


The Company may amend the Plan and Trust Agreement in any respect at any time for any reason by
action of the Committee without liability to any Participant, Beneficiary or other person for any
such amendment or for any other action taken pursuant to this Section 9.1, provided that any
amendment required to be approved by the Company’s shareholders pursuant to Section 162(m) of the
Code shall not be effective until approved by the Company’s shareholders in accordance with the
requirements of Section 162(m) and further provided that no such amendment shall be made
retroactively in a manner that would deprive any Participant




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of any rights or benefits which have accrued to his/her benefit under the Plan as of the date such
amendment is proposed to be effective, unless such amendment is necessary to comply with applicable
law.




     9.2 Termination.


The Company may terminate the Plan at any time for any reason by action of the Committee without
any liability to any Participant, Beneficiary or other person for any such termination or for any
other action taken pursuant to this Section 9.2. Following termination of the Plan, and
notwithstanding the provisions of any Deferral Agreement entered into prior to such termination, no
additional Deferrals may be made hereunder, but all existing Accounts shall continue to be
administered in accordance with the Plan, as in effect immediately prior to termination, and shall
be distributed in accordance with such terms of the Plan and the applicable Deferral Agreements,
unless and until the Company elects to accelerate distribution as provided below. At any time on
or after the effective date of termination of the Plan, the Company, in its sole discretion, may
elect to accelerate the distribution of the entire balance of each Participant’s Accounts to the
extent permitted under Section 409A of the Code. Such accelerated distributions shall be made (i)
at a time selected by the Company in accordance with Section 409A of the Code and (ii) in a lump
sum based on the value of the Accounts, determined as of the Valuation Date immediately preceding
the date of distribution. Upon the completion of distributions to all Participants or
Beneficiaries, as the case may be, no Participant, Beneficiary or person claiming under or through
them, will have any claims in respect of the Plan.




     9.3 Liquidation of the Trust.


The Trust shall continue in existence after the termination of the Plan for such period of time as
may be required to complete the liquidation thereof in accordance with the terms of this Article 9.




ARTICLE 10

MISCELLANEOUS PROVISIONS




     10.1 Headings.


The headings of the Plan have been inserted for convenience of reference only and are not to be
deemed controlling in any constructions of the provisions herein (other than with respect to
defined terms).




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     10.2 Plan Not Contract of Employment.


The existence of the Plan shall not create, evidence or change any contract of employment with any
Participant. The right of the Company and all Affiliated Companies to take corrective, disciplinary
or other action with respect to their employees, including terminating their respective employment
at any time for any reason, shall not be affected by any provision of this Plan, and the Company
and the Affiliated Companies will not be deemed responsible to provide continuing employment for
any reason, at any time solely by reason of this Plan.




     10.3 Severability.


If any provision of the Plan shall be invalid, such provision shall be fully severable, and the
remainder of the Plan and the application thereof shall not be affected thereby.




     10.4 Prohibition on Assignment.


No right or interest under the Plan of any Participant or Beneficiary shall be subject at any time
or in any manner to anticipation, alienation, assignment (either at law or in equity), encumbrance
(as security or otherwise), garnishment, levy, execution, or other legal or equitable process, and
no Participant or Beneficiary shall have the power at any time or in any manner to anticipate,
transfer, assign (either at law or in equity), alienate, or subject to attachment, garnishment,
levy, execution or other legal or equitable process, or in any way encumber, such Participant’s or
Beneficiary’s rights or interests under the Plan, and any attempt to do so shall be void; provided,
however, that the Company shall have the unrestricted right to set off against or recover out of
any payments due a Participant or Beneficiary at the time such payments would have otherwise been
payable hereunder, any amounts owed the Company or any Affiliated Company by such Participant or
Beneficiary.




     10.5 Number and Gender.


Any use of the singular shall be interpreted to include the plural and the plural the singular. Any
use of the masculine, feminine or neuter shall be interpreted to include the masculine, feminine
and neuter, as the context shall require.




     10.6 Governing Law.


To the extent not preempted by Federal law, the provisions of the Plan shall be construed,
regulated and administered under the laws of the State of Ohio.




     10.7 Satisfaction of Claims.


Any payment to any Participant or Beneficiary in accordance with the terms of the Plan shall, to
the extent thereof, be in full satisfaction of all claims hereunder, whether they be against the
Company, the Committee, or the Trustee, any of whom may require the Participant or




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Beneficiary (or legal representative), as a condition precedent to such payment to execute a
release and receipt therefor.




     10.8 No Liability.


Participation in the Plan is entirely at the risk of each Participant. Neither the Company, any
Affiliated Company, the Committee, the Trustee nor any other person associated with the Plan shall
have any liability for any loss or diminution in the value of Accounts, or for any failure of the
Plan to effectively defer recognition of income or to achieve any Participant’s desired tax
treatment or financial results.




     10.9 Tax Withholding.


All payments under the Plan shall be subject to federal, state and local income tax withholding and
other legally required deductions.




     10.10 Facility of Payment.


If the Committee determines that a Participant or Beneficiary entitled to receive a payment under
this Plan is (at the time such payment is to be made) a minor or physically, mentally or legally
incompetent to receive such payment and that another person or an institution has legal custody of
such minor or incompetent individual, the Committee may cause payment to be made to such person or
institution having custody of such Participant or Beneficiary. Such payment, to the extent made,
shall operate as a complete discharge of obligation by the Committee, the Company, the Trustee and
the Trust.




     10.11 Repayment of Awards.


If any amount credited to a Deferral Account represents a portion of an Award that is subsequently
found to be repayable by the Participant to the Company or any Affiliated Company pursuant to the
plan pursuant to which the Award was made, the amount of that credit shall nevertheless remain
unaffected by that repayment obligation, and the Participant shall make the required repayment out
of his/her own funds.




     10.12 Stock Subject to the Plan.


Subject to adjustment as provided below, the total number of shares of Stock reserved and available
for issuance in connection with the Plan is 3,320,490. Any Stock issued hereunder may consist, in
whole or in part, of authorized and unissued shares or treasury shares. If there is a merger,
reorganization, consolidation, recapitalization, share dividend, share split, reverse split,
combination of shares or other change in corporate structure of the Company affecting the Stock,
such substitution or adjustment shall be made in the aggregate number of shares of Stock reserved
for issuance under the Plan, and in the number of shares deemed to be held in any Account, as may
be approved by the Committee in its sole discretion.




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IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized
officers as of this                      day
of                    , 2007.




	 	 	 	 	 	 	 	 	 
	 	 	THE PROGRESSIVE CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 







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