Exhibit No. 10(AI)
Directors Restricted Stock Deferral Agreement
THE PROGRESSIVE CORPORATION DIRECTORS
RESTRICTED STOCK DEFERRAL PLAN
DEFERRAL AGREEMENT
THIS DEFERRAL AGREEMENT is entered into pursuant to the provisions of The
Progressive Corporation Directors Restricted Stock Deferral 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 each Restricted Stock Award granted to me in 2004 under The
Progressive Corporation 2003 Directors Equity 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.
PLEASE INDICATE THE PERCENTAGE OF EACH AWARD YOU WOULD LIKE TO DEFER:
______%
2. Designated Deferral Period. (The Plan gives you the option of electing
a Designated Deferral Period. If you elect a Designated Deferral
Period, the balance of your deferral account established pursuant to
this Agreement will be distributed to you within thirty (30) days
following the date the Designated Deferral Period ends, or, if earlier,
the date you die or terminate your service as a director of The
Progressive Corporation or the date a Change in Control occurs. If you
do not elect a Designated Deferral Period, your account will be
distributed within thirty (30) days following the earlier of the date
you die or terminate your service as a director of The Progressive
Corporation or the date a Change in Control occurs.)
PLEASE CHECK ONE OF THE FOLLOWING:
____I elect a Designated Deferral Period ending on the __ day of __________,
20____.
OR
_____ I do not wish to elect a Designated 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 service as a director or expiration
of a Designated Deferral Period be paid as follows: (CHECK ONE)
in a single lump sum payment______
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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 service as a director or expiration of a Designated Deferral
Period will be made in a single lump sum payment, unless the Plan provides
otherwise.
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 Common Shares, $1.00 par value, of The
Progressive Corporation until distribution of the balance of the
account. I also understand that this deemed investment 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 such Common
Shares or any other particular funds, securities or property of The
Progressive Corporation or any of its affiliates. I also understand
that my right to receive distributions under the Plan makes me a
general creditor of The Progressive Corporation with no greater right
or priority than any other general creditor of The Progressive
Corporation.
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 document
establishing the Plan. I agree to accept as final and binding all
decisions and interpretations of the Committee relating to the Plan and
this Agreement.
NAME OF ELIGIBLE DIRECTOR
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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