0000950152-06-001512 Sample Contracts

The Progressive Corporation Executive Deferred Compensation Plan Time-Based Restricted Stock Deferral Agreement
Restricted Stock Deferral Agreement • February 28th, 2006 • Progressive Corp/Oh/ • Fire, marine & casualty insurance

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.

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The Progressive Corporation Executive Deferred Compensation Plan Performance- Based Restricted Stock Deferral Agreement
Restricted Stock Deferral Agreement • February 28th, 2006 • Progressive Corp/Oh/ • Fire, marine & casualty insurance

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.

AIRCRAFT MANAGEMENT AGREEMENT
Aircraft Management Agreement • February 28th, 2006 • Progressive Corp/Oh/ • Fire, marine & casualty insurance • Ohio

This Management Agreement (the “Agreement”) made and entered into as of this 23rd day of April, 1999, by and between Village Transport Corp., a Delaware corporation having an office at 6300 Wilson Mills Road, Mayfield Village, Ohio 44143 (“Manager”), and ACME Operating Corporation, an Ohio corporation having an office at 6300 Wilson Mills Road, Mayfield Village, Ohio 44143 (“ACME”).

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • February 28th, 2006 • Progressive Corp/Oh/ • Fire, marine & casualty insurance

This Agreement (the “Agreement”) is made as of the day of , 19 , between The Progressive Corporation, an Ohio corporation (the “Company”), and <NAME> (the “Optionee”). The Company hereby grants Optionee an option (the “Option”) to purchase <TOTAL_SHARES> Common Shares, $1.00 par value, (the “Common Shares”) of the Company for a per share purchase price of $ (the “Option Price”). The Option has been granted pursuant to The Progressive Corporation 1989 Incentive Plan (as amended and restated) (the “Plan”) and shall include and be subject to all provisions of the Plan, which are hereby incorporated herein by reference, and shall be subject to the following provisions of this Agreement:

SEPARATION AGREEMENT AND GENERAL RELEASE
Progressive Corp/Oh/ • February 28th, 2006 • Fire, marine & casualty insurance • Ohio
OBJECTIVE-BASED NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • February 28th, 2006 • Progressive Corp/Oh/ • Fire, marine & casualty insurance

This Agreement (the “Agreement”) is made as of the day of , 20 between The Progressive Corporation, an Ohio corporation (the “Company”), and <NAME> (the “Optionee”). The Company hereby grants Optionee an option (the “Option”) to purchase <TOTAL SHARES> Common Shares, $1.00 par value (the “Common Shares”), of the Company for a per share purchase price of $ (the “Option Price”). The Option has been granted pursuant to The Progressive Corporation 1995 Incentive Plan (the “Plan”) and shall include and be subject to all provisions of the Plan, which are hereby incorporated herein by reference, and shall be subject to the following provisions of this Agreement:

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