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Exhibit No. 10(C)

                           THE PROGRESSIVE CORPORATION
                      2003 DIRECTORS EQUITY INCENTIVE PLAN
                        RESTRICTED STOCK AWARD AGREEMENT

         This Agreement ("Agreement") is made this <Grant Date> by and between
<Participant Name> ("Participant") and The Progressive Corporation (the
"Company").

         1.       Award of Restricted Stock. The Company hereby grants to
Participant an award (the "Award") of restricted stock (the "Restricted Stock")
consisting of <# of Shares> of the Company's Common Shares, $1 Par Value
("Common Shares"), pursuant and subject to The Progressive Corporation 2003
Directors Equity Incentive Plan (the "Plan").

         2.       Condition to Participant's Rights under this Agreement. This
Agreement shall not become effective, and Participant shall have no rights with
respect to the Award or the Restricted Stock, unless and until the Participant
has fully executed this Agreement and delivered it to the Company (in the
Company's discretion, such execution and delivery may be accomplished through
electronic means).

         3.       Restrictions; Vesting. The Restricted Stock shall be subject
to the restrictions and other terms and conditions set forth in the Plan, which
are hereby incorporated herein by reference, and in this Agreement. Subject to
the terms and conditions of the Plan and this Agreement, Participant's rights in
and to the shares of Restricted Stock shall vest on <Vesting Date>.

         The shares of Restricted Stock awarded under this Agreement shall vest
as set forth above unless, prior to such vesting date, the Award and the
applicable shares of Restricted Stock are forfeited or have become subject to
accelerated vesting under the terms and conditions of the Plan. Until the shares
of Restricted Stock vest, Participant shall not sell, transfer, pledge, assign
or otherwise encumber such shares of Restricted Stock or any interest therein.

         4.       Manner In Which Shares Will Be Held. Subject to the provisions
of this Paragraph 4, stock certificates evidencing the shares of Restricted
Stock awarded under this Agreement shall be registered in the name of
Participant and shall be delivered to and held in custody by the Company, or its
designee, until the restrictions thereon shall have lapsed or any conditions to
the vesting of such Award have been satisfied. Such certificates shall bear an
appropriate legend referring to the terms, conditions and restrictions
applicable to such Award.

         In the discretion of the Company, any or all shares of Restricted Stock
awarded to Participant hereunder may be issued in, or after issuance may be
transferred to, book-entry form and held by the Company, or its designee, in
such form. In such event, no stock certificates evidencing such shares will be
held, the applicable restrictions will be noted in the records of the Company's
transfer agent and in the book-entry system.

         Participant hereby irrevocably authorizes the Company and the
Compensation Committee of the Board of Directors (the "Committee") to take any
and all appropriate action with respect to the evidence of Participant's
Restricted Stock, including, without limitation, issuing certificates for such
Restricted Stock, issuing such Restricted Stock in book-entry form, transferring
any previously issued certificates into book-entry form, transferring any
Restricted Stock (whether held in certificate or book-entry form) into
unrestricted form at vesting, or canceling any Restricted Stock (whether held in
certificate or book-entry form) as and when required by this Agreement or the
Plan, or undertaking any other action which may be done lawfully by the Company
or the Committee in the administration of the Plan and this Agreement.
Participant specifically acknowledges and agrees that such certificates and/or
book-entry

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evidence of Participant's Restricted Stock may be transferred or cancelled
pursuant to this Agreement and the Plan without requiring that a Stock Power be
executed and delivered by the Participant or requiring any other action on the
part of Participant, and Participant authorizes the Company to undertake each
such action without such Stock Powers.

         Participant hereby further irrevocably appoints the Secretary of the
Company and any employee of the Company who may be designated by the Secretary,
and each of them, my true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for me and in my name, place and stead, in
any and all capacities, to execute and deliver each and every document
(including, without limitation, any such Stock Powers) which may be necessary or
appropriate in connection with the issuance, transfer, cancellation or other
action taken in connection with the Restricted Stock awarded hereunder pursuant
to this Agreement or the Plan. The rights granted by Participant under this
paragraph shall automatically expire as to shares of Restricted Stock awarded
hereunder upon the transfer of such shares into unrestricted form at vesting or
upon the cancellation of such shares at any time, as applicable, pursuant to
this Agreement and the Plan.

         5.       Rights of Shareholder. Except as otherwise provided in this
Agreement or the Plan, Participant shall have, with respect to the shares of
Restricted Stock awarded hereunder, all of the rights of a shareholder of the
Company, including the right to vote the shares and the right to receive any
dividends as declared by the Company's Board of Directors.

         6.       Shares Non-Transferable. No shares of Restricted Stock shall
be transferable by Participant other than by will or by the laws of descent and
distribution. In the event any Award is transferred or assigned pursuant to a
court order, such transfer or assignment shall be without liability to the
Company, and the Company shall have the right to offset against such Award any
expenses (including attorneys' fees) incurred by the Company in connection with
such transfer or assignment.

         7.       Restricted Stock Deferral Plan. If Participant is eligible,
and has made the appropriate election, to defer the Restricted Stock awarded
hereunder into The Progressive Corporation Directors Restricted Stock Deferral
Plan (the "Deferral Plan"), upon vesting, the shares of Restricted Stock awarded
hereunder shall be considered to be deferred pursuant to the Deferral Plan,
subject to and in accordance with the terms and conditions of the Deferral Plan
and any deferral agreement entered into by Participant thereunder.

         8.       Dividends. Participant acknowledges and agrees that the
Company will pay, or cause to be paid, any cash dividends payable in respect of
Restricted Stock through such method(s) of payment as the Company deems
advisable, on or promptly after the date established by the Board of Directors
for the payment of such cash dividend to holders of the Company's Common Shares
(the "Dividend Payment Date"), including, but not limited to: (i) payment by the
Company's transfer agent through the procedures established generally for
shareholders of record; or (ii) payment by the Company to Participants directly
by appropriate check, draft or automatic deposit.

         9.       Termination of Service. Except as otherwise provided in the
Plan or as determined by the Committee, if Participant resigns or is removed
from the Board of Directors for any reason other than death or Disability or
does not stand for re-election, all Restricted Stock held by Participant which
is unvested or subject to restriction at the time of such resignation or
removal, or at the time Participant leaves the Board, shall be automatically
forfeited.

         10.      Entire Agreement: This Agreement constitutes the entire
agreement between the parties and supersedes and cancels any other agreement,
representation or communication, whether oral or in

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writing, between the parties hereto relating to subject matter hereof, provided
that the Agreement shall be at all times subject to the Plan as provided above.

         11.      Amendment. The Committee, in its sole discretion, may
hereafter amend the terms of this Award, but no such amendment shall be made
which would impair the rights of Participant, without Participant's consent.

         12.      Definitions: Unless otherwise defined in this Agreement, each
capitalized term in this Agreement shall have the meaning given to it in the
Plan.

         Participant hereby: (i) acknowledges receiving a copy of the Plan
Description relating to the Plan, and represents that he or she is familiar with
all of the material provisions of the Plan, as set forth in such Plan
Description; (ii) accepts this Agreement and the Restricted Stock awarded
pursuant hereto subject to all provisions of the Plan and this Agreement; and
(iii) agrees to accept as binding, conclusive and final all decisions and
interpretations of the Committee relating to the Plan, this Agreement or the
Restricted Stock awarded hereunder.

         Participant evidences his or her agreement with the terms and
conditions of this Agreement, and his or her intention to be bound hereby, by
electronically accepting the Award granted hereunder pursuant to the procedures
adopted by the Company. UPON SUCH ACCEPTANCE BY PARTICIPANT, THIS AGREEMENT WILL
BE IMMEDIATELY BINDING AND ENFORCEABLE AGAINST PARTICIPANT AND THE COMPANY.

                                          THE PROGRESSIVE CORPORATION

                                          By:  /s/ Charles E. Jarrett
                                              ----------------------------------
                                                   Vice President & Secretary

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