Exhibit No. 10(AE)
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 2004 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 of the earlier of the date you die or incur a
Termination of Employment or the date a Change in Control occurs.)
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 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 ( )
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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 at least one year
prior to the date of distribution 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. 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, 2003 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.
NAME OF ELIGIBLE EXECUTIVE:
DATE:
SSN:
Your electronic submission of this Election Form will create a date/time stamp
and serve as your signature.
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