PROGRESSIVE CORP/OH/
EX-10.1
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<DESCRIPTION>EX-10.1
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<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Exhibit&nbsp;No.&nbsp;10.1
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>RESTRICTED STOCK AWARD AGREEMENT</B></U><BR>
<B>(&#060;Year of Grant&#062; Time-Based Award)</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement (&#147;Agreement&#148;) is made this &#060;Grant Date&#062; by and between &#060;Participant
Name&#062; (&#147;Participant&#148;) and The Progressive Corporation (the &#147;Company&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;<U>Award of Restricted Stock</U>. The Company hereby grants to Participant an award (the
&#147;Award&#148;) of restricted stock (the &#147;Restricted Stock&#148;) consisting of &#060;# of Shares&#062; of the
Company&#146;s Common Shares, $1 Par Value (&#147;Common Shares&#148;), pursuant and subject to The Progressive
Corporation 2003 Incentive Plan, as amended by the First Amendment to The Progressive Corporation
2003 Incentive Plan (collectively, the &#147;Plan&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;<U>Condition to Participant&#146;s Rights under this Agreement</U>. This Agreement shall not
become effective, and Participant shall have no rights with respect to the Award or the Restricted
Stock, unless and until Participant has fully executed this Agreement and delivered it to the
Company (in the Company&#146;s discretion, such execution and delivery may be accomplished through
electronic means).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;<U>Restrictions; Vesting</U>. The Restricted Stock shall be subject to the restrictions
and other terms and conditions set forth in the Plan, which are hereby incorporated herein by
reference, and in this Agreement. Subject to the terms and conditions of the Plan and this
Agreement, Participant&#146;s rights in and to the shares of Restricted Stock shall vest according to
the following schedule:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a.&nbsp;One-third of the shares of Restricted Stock shall vest on &#060;Vesting Date&#062;;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b.&nbsp;One-third of the shares of Restricted Stock shall vest on &#060;Vesting Date&#062;;
and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c.&nbsp;The final one-third of the shares of Restricted Stock shall vest on &#060;Vesting
Date&#062;.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of Restricted Stock awarded under this Agreement shall vest in accordance with the
schedule set forth above unless, prior to the vesting date set forth above, the Award and the
applicable shares of Restricted Stock are forfeited or have become subject to accelerated vesting
under the terms and conditions of the Plan. Until the shares of Restricted Stock vest, Participant
shall not sell, transfer, pledge, assign or otherwise encumber such shares of Restricted Stock or
any interest therein.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;<U>Manner In Which Shares Will Be Held</U>. All shares of Restricted Stock awarded to
Participant hereunder shall be issued in book-entry form and held by the Company, or its designee,
in such form, and as such, no stock certificates evidencing such shares will be issued or held with
respect to such Restricted Stock. Certain terms, conditions and restrictions applicable to such
Restricted Stock will be noted in the records of the Company&#146;s transfer agent and in the book-entry
system. At the Company&#146;s discretion, and subject to the provisions of this Paragraph&nbsp;4, stock
certificates evidencing the shares of Restricted Stock awarded under this Agreement may be issued
and registered in the name of Participant. In such event, such certificates shall be delivered to
and held in custody by the Company, or its designee, until the restrictions thereon shall have
lapsed or any conditions to the vesting of such Award, or a portion thereof, have been satisfied,
and such certificates shall bear an appropriate legend referring to the terms, conditions and
restrictions applicable to such Award.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Participant hereby irrevocably authorizes the Company and the Compensation Committee of the
Board of Directors (the &#147;Committee&#148;) to take any and all appropriate action with respect to the
evidence of Participant&#146;s Restricted Stock, including, without limitation, issuing certificates for
such Restricted
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Stock, issuing such Restricted Stock in book-entry form, transferring any previously issued
certificates into book-entry form, transferring any Restricted Stock (whether held in certificate
or book-entry form) into unrestricted form at vesting, or canceling any Restricted Stock (whether
held in certificate or book-entry form) as and when required by this Agreement or the Plan, or
undertaking any other action which may be done lawfully by the Company or the Committee in the
administration of the Plan and this Agreement. Participant specifically acknowledges and agrees
that such certificates and/or book-entry evidence of Participant&#146;s Restricted Stock may be
transferred or cancelled pursuant to this Agreement and the Plan without requiring that a Stock
Power be executed and delivered by Participant or requiring any other action on the part of
Participant, and Participant authorizes the Company to undertake each such action without such
Stock Powers.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Participant hereby further irrevocably appoints the Secretary of the Company and any employee
of the Company who may be designated by the Secretary, and each of them, my true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my
name, place and stead, in any and all capacities, to execute and deliver each and every document
(including, without limitation, any such Stock Powers) which may be necessary or appropriate in
connection with the issuance, transfer, cancellation or other action taken in connection with the
Restricted Stock awarded hereunder pursuant to this Agreement or the Plan. The rights granted by
Participant under this paragraph shall automatically expire as to shares of Restricted Stock
awarded hereunder upon the transfer of such shares into unrestricted form at vesting or upon the
cancellation of such shares at any time, as applicable, pursuant to this Agreement and the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;<U>Rights of Shareholder; Restrictions on Cash Dividends</U>. Except as otherwise
provided in this Agreement or the Plan, Participant shall have, with respect to the shares of
Restricted Stock awarded hereunder, all of the rights of a shareholder of the Company, including
the right to vote the shares; provided, however, that notwithstanding the foregoing, Participant&#146;s
rights to receive cash dividends on the shares of Restricted Stock awarded hereunder (&#147;Restricted
Cash Dividends&#148;) shall be subject to all the terms and conditions regarding vesting and
forfeitability that apply to the shares of Restricted Stock to which such Restricted Cash Dividends
relate, as set forth in the Plan and this Agreement, and Participant will be paid such Restricted
Cash Dividends only if the Restricted Stock to which the Restricted Cash Dividends relate vests,
and all restrictions with respect thereto lapse. In addition, such Restricted Cash Dividends shall
be subject to the terms and conditions set forth in Section&nbsp;5(b)(8) of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;<U>Shares Non-Transferable</U>. No shares of Restricted Stock shall be transferable by
Participant other than by will or by the laws of descent and distribution. In the event any Award
is transferred or assigned pursuant to a court order, such transfer or assignment shall be without
liability to the Company, and the Company shall have the right to offset against such Award any
expenses (including attorneys&#146; fees) incurred by the Company in connection with such transfer or
assignment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<U>Executive Deferred Compensation Plan</U>. If Participant is eligible, and has made the
appropriate election, to defer the Restricted Stock awarded hereunder into The Progressive
Corporation Executive Deferred Compensation Plan (the &#147;Deferral Plan&#148;), upon vesting, the shares of
Restricted Stock awarded hereunder shall be considered to be deferred pursuant to the Deferral
Plan, subject to and in accordance with the terms and conditions of the Deferral Plan and any
deferral agreement entered into by Participant thereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<U>Termination of Employment</U>. Except as otherwise provided in the Plan or as
determined by the Committee, if Participant&#146;s employment with the Company is terminated for any
reason other than death, Disability or Qualified Retirement, all Restricted Stock held by
Participant which is unvested or subject to restriction at the time of such termination shall be
automatically forfeited.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;<U>Taxes</U>. No later than the date as of which an amount first becomes includable in
the gross income of Participant for federal income tax purposes with respect to shares of
Restricted Stock awarded under this Agreement, Participant shall pay to the Company, or make
arrangements satisfactory to the Committee regarding the payment of, all federal, state or local
taxes or other items of any kind required by law to be withheld with respect to such amount. The
obligations of the Company under the Plan shall be conditional on such payment or arrangements and
the Company and its Subsidiaries and Affiliates, to the extent permitted by law, shall have the
right to deduct any such taxes from any payment of any kind otherwise due to Participant. At
vesting, shares of Restricted Stock awarded hereunder will be valued at Fair Market Value, as
defined in the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Participant must satisfy the minimum statutory tax withholding obligations resulting from the
vesting of shares of Restricted Stock (&#147;Minimum Withholding Obligations&#148;) either (a)&nbsp;by
surrendering to Company shares of Restricted Stock which are then vesting in an amount sufficient
to satisfy the Minimum Withholding Obligations, (b)&nbsp;by surrendering to the Company other
unrestricted Common Shares of the Company owned by Participant in an amount sufficient to satisfy
the Minimum Withholding Obligations, or (c)&nbsp;by paying the appropriate amount in cash or, if
acceptable to the Company, by check or other instrument. Unless Participant advises the Company of
his or her election to use an alternative payment method, Participant shall be deemed to have
elected to surrender to the Company shares of Restricted Stock which are then vesting in an amount
sufficient to satisfy the Minimum Withholding Obligations. If Participant requests that the
Company withhold taxes in addition to the Minimum Withholding Obligations, such additional
withholding must be satisfied by Participant either (x)&nbsp;by paying the appropriate amount in cash
or, if acceptable to the Company, by check or other instrument, or (y)&nbsp;provided that Participant
has obtained the approval of either the Company or the Committee (as required under rules adopted
by the Committee) prior to the date of vesting, by surrendering unrestricted Common Shares which
are not part of the Restricted Stock then vesting and which have then been owned by Participant in
unrestricted form for more than six (6)&nbsp;months.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under no circumstances will Participant be entitled to satisfy any such additional withholding
by surrendering shares of Restricted Stock which are then vesting or other Common Shares which have
then been owned by Participant in unrestricted form for six months or less. In addition, under no
circumstances will Participant be entitled to satisfy any Minimum Withholding Obligations or
additional withholding hereunder by surrendering shares of Restricted Stock which are not then
vesting or any Restricted Stock which Participant has elected to defer under Paragraph&nbsp;7 hereof.
All payments, surrenders of shares, elections or requests for approval hereunder must be made by
Participant in accordance with such procedures as may be adopted by the Company in connection
therewith, and subject to such rules as have been or may hereafter be adopted by the Committee with
respect thereto.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;<U>Entire Agreement</U>. This Agreement constitutes the entire agreement between the
parties and supersedes and cancels any other agreement, representation or communication, whether
oral or in writing, between the parties hereto relating to subject matter hereof, provided that the
Agreement shall be at all times subject to the Plan as provided above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;<U>Amendment</U>. The Committee, in its sole discretion, may hereafter amend the terms
of this Award, but no such amendment shall be made which would impair the rights of Participant,
without Participant&#146;s consent.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;<U>Definitions</U>. Unless otherwise defined in this Agreement, each capitalized term in
this Agreement shall have the meaning given to it in the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;<U>Acknowledgments</U>. Participant hereby: (i)&nbsp;acknowledges receiving a copy of the
Plan Description relating to the Plan, and represents that he or she is familiar with all of the
material provisions
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">of the Plan, as set forth in such Plan Description; (ii)&nbsp;accepts this Agreement and the
Restricted Stock awarded pursuant hereto subject to all provisions of the Plan and this Agreement;
and (iii)&nbsp;agrees to accept as binding, conclusive and final all decisions and interpretations of
the Committee relating to the Plan, this Agreement or the Restricted Stock awarded hereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Participant evidences his or her agreement with the terms and conditions of this Agreement,
and his or her intention to be bound hereby, by electronically accepting the Award granted
hereunder pursuant to the procedures adopted by the Company. <U><B>Upon such acceptance by
Participant, this Agreement will be immediately binding and enforceable against Participant and the
Company. </B></U>
</DIV>

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    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">THE PROGRESSIVE CORPORATION<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Charles E. Jarrett
&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="center">Vice President &#038; Secretary&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
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