Exhibit No. 10(B)
THE PROGRESSIVE CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
PERFORMANCE-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 Performance-Based
Restricted Stock Awards granted to me in 2003 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. 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 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 Employment 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 at least one year prior to the date of distribution
to the extent permitted by the Plan.
3. Investment of Deferral Account. I understand that each amount credited to the
Deferral Account established pursuant to this Agreement initially shall be
deemed to be invested in The Progressive Corporation 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. 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.
4. 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 March, 2003 relating to the Plan. I
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agree to accept as final and binding all decisions and interpretations of the
Committee relating to the Plan, the Trust and 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
Received and accepted on behalf of the Committee this ________ day of
_______________ , ___________.
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