Exhibit No. 10(AA)
THE PROGRESSIVE CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
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 the following portion
of my Gainsharing Award (Eligible Incentive Plans include: The Progressive
Corporation 2004 Gainsharing Plan; The Progressive Corporation 2004 Information
Technology Incentive Plan; The 2004 Progressive Capital Management Bonus Plan;
and The Progressive Corporation 1999 Executive Bonus Plan) earned in respect to
the year ending December 31, 2004 (SELECT ONE AND ENTER ANY DESIRED PERCENTAGE
NOT LESS THAN 10%)
I elect to defer _______% of my entire Gainsharing Award OR
I elect to defer _______% of that portion, if any, of my Gainsharing
Award that exceeds $_________.
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 upon 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 GAINSHARING AWARD
IS EARNED)
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)
____ 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 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 Election. I direct that the amount I have deferred pursuant to
Section 1 of this Agreement shall be deemed to be invested in the following
Investment Funds in the percentages indicated: (MUST BE INCREMENTS OF 1%)
______% Fidelity Retirement Money Market Portfolio
______% PIMCO Total Return Fund (Admin)
______% Oakmark Equity and Income Fund
______% Vanguard Institutional Index Fund
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______% Washington Mutual Investors Fund - Class A
______% FMA Small Company Portfolio-Institutional Class
______% Fidelity Dividend Growth Fund
______% Fidelity Mid-Cap Stock Fund (1)
______% Wasatch Small Cap Growth Fund
______% Fidelity Diversified International Fund (2)
______% Janus Worldwide Fund
______% The Progressive Corporation Stock Fund
100% TOTAL
(1) There is a short-term trading fee of 0.75% for shares held less than 30 days
on Fidelity Mid-Cap Stock Fund.
(2) There is a short-term trading fee of 1.0% for shares held less than 30 days
on Fidelity Diversified International Fund.
I understand that I may transfer amounts among Investment Funds only to the
extent permitted by the Plan. I also understand that this investment election is
merely a device used to determine the amount payable to me under the Plan and
does 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 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 November, 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
Received and accepted on behalf of the Committee this ____ day of
_________________, _______.
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