THE PROGRESSIVE CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN ( 2003 Amendment and Restatement)

Exhibit 10.24

THE PROGRESSIVE CORPORATION EXECUTIVE

DEFERRED COMPENSATION PLAN

( 2003 Amendment and Restatement)

THE PROGRESSIVE CORPORATION EXECUTIVE

DEFERRED COMPENSATION PLAN

(2003 Amendment and Restatement)

WHEREAS , The Progressive Corporation maintains The Progressive Corporation Executive Deferred Compensation Plan pursuant to a 2000 Amendment and Restatement and the First Amendment thereto; and

WHEREAS , it is desired to further amend and restate the Plan;

NOW, THEREFORE , effective March 1, 2003 the Plan is hereby amended and restated in its entirety to provide as follows:

ARTICLE 1

DEFINITIONS

1.1 “ Affiliated Company ” means any corporation included in the affiliated group of corporations as defined in Section 1504 of the Code (determined without regard to 1504(b)) of which the Company is the common parent corporation.

1.2 “ Account ” or “ Deferral Account ” shall have the meaning set forth in Section 4.1.

1.3 “ Award” means a Gainsharing Award or Restricted Stock Award.

1.4 “ Beneficiary ” means such person(s) as the Participant has designated. A Participant may change his/her Beneficiary designation at any time. All Beneficiary designations (including changes) shall be made in writing on such forms as the Committee shall prescribe, and shall become effective only when received and accepted by the Committee; provided, however, that a Beneficiary designation (including a change) received by the Committee after the designating Participant’s death shall be disregarded. In the absence of a Beneficiary designation, or if the designated Beneficiary is no longer living or in existence at the time of the Participant’s death, all distributions payable from the Plan upon the Participant’s death shall be paid to the Participant’s estate.

1.5 “ Change in Control ” means a “Change in Control” or “Potential Change in Control” within the meaning of The Progressive Corporation 2003 Incentive Plan (as amended from time to time).

1.6 “ Code ” means the Internal Revenue Code of 1986, as amended.

1.7 “ Committee ” means the Compensation Committee of the Board of Directors of the Company, or any successor committee.

1.8 “ Company ” means The Progressive Corporation, an Ohio corporation, or its successors.

- 1 -

1.9 “ Company Stock Fund ” means an Investment Fund consisting of Stock and cash, and administered in accordance with such rules regarding reinvestment of dividends and treatment of fractional shares as the Committee shall prescribe.

1.10 “ Deduction Limitation ” means the following described limitation on a payment that may otherwise be distributable under the Plan. If the Committee determines in good faith prior to a Change in Control that there is a reasonable likelihood that any compensation paid to a Participant for a taxable year of the Company would not be deductible by the Company solely by reason of the limitation under Code Section 162(m), then to the extent deemed necessary by the Committee to ensure that the entire amount of any distribution to the Participant pursuant to this Plan prior to a Change in Control is deductible, the Committee may elect to defer all or any portion of a distribution under this Plan. Any amounts deferred pursuant to this limitation shall continue to be deemed to be invested as provided in Article 5. The amounts so deferred (subject to investment gains and losses) shall be distributed to the Participant or his or her Beneficiary (if the Participant dies) at the earliest possible date, as determined by the Committee in good faith, on which the deductibility of compensation paid or payable to the Participant for the taxable year of the Company during which the distribution is made will not be limited by Code Section 162(m), or, if earlier, upon a Change in Control. Notwithstanding anything to the contrary in this Plan, the Deduction Limitation shall not apply to any distributions made after a Change in Control.

1.11 “ Deferral Agreement ” means an agreement entered into by an Eligible Executive pursuant to Article 2.

1.12 “ Deferral ” means an amount credited to a Deferral Account pursuant to a Deferral Agreement.

1.13 “ Disabled” and “Disability ” means that a Participant is expected to be unable to perform the duties of his usual occupation for at least twelve (12) consecutive months, as determined by the Committee.

1.14 “ Distribution Event ” means, as to each Participant, the earliest of the following events:

1.15 “ Eligible Executive ” means any executive of the Company or any Affiliated Company who is designated in writing as an Eligible Executive by the Committee, excluding, however, individuals who are not residents of the United States or are not working at a location in the United States.

1.16 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

- 2 -

1.17 “ Fixed Deferral Period ” shall have the meaning set forth in Section 2.3.

1.18 “ Gainsharing Award ” means any bonus or other incentive award payable with respect to a Plan Year under The Progressive Corporation 2003 Gainsharing Plan, The Progressive Corporation 2003 Information Technology Incentive Plan, 2003 Progressive Capital Management Bonus Plan, The Progressive Corporation 1999 Executive Bonus Plan (as amended on January 31, 2003) or any other plan or program as may be designated by the Committee.

1.19 “ Incentive Plan ” means The Progressive Corporation 2003 Incentive Plan, as amended from time to time.

1.20 “ Investment Fund ” means a device established from time to time by the Committee pursuant to Section 5.1 that is used to calculate gains and losses in amounts deferred by Participants under the Plan.

1.21 “ Participant ” means an Eligible Executive who has deferred receipt of a portion of any Gainsharing Award or Restricted Stock Award pursuant to a Deferral Agreement. Participation shall begin on the date that a Deferral Account is established in the name of the Participant and shall end on the date that the Participant dies or receives a distribution of the balance of all his/her Deferral Accounts.

1.22 “ Performance-Based Restricted Stock Award ” means an Award of “Performance-Based Restricted Stock”, as defined in the Incentive Plan.

1.23 “ Plan ” means The Progressive Corporation Executive Deferred Compensation Plan (2003 Amendment and Restatement), as set forth herein and as it may be amended from time to time.

1.24 “ Plan Year ” means 2003 and each subsequent calendar year.

1.25 “ Restricted Stock ” means an award of shares of Stock that is made pursuant to the Incentive Plan and is subject to restrictions.

1.26 “ Restricted Stock Award ” means an award of Restricted Stock under the Incentive Plan.

1.27 “ Stock ” means the Common Shares, $1.00 par value, of the Company.

1.28 “ Termination of Employment ” means the voluntary or involuntary cessation of a Participant’s active employment with the Company and all Affiliated Companies as a result of any reason other than death, Disability and approved leave of absence.

1.29 “ Time-Based Restricted Stock Award ” means an Award of “Time-Based Restricted Stock”, as defined in the Incentive Plan.

- 3 -

1.30 “ Trust ” shall mean the trust maintained pursuant to the Trust Agreement and known as The Progressive Corporation Executive Deferred Compensation Trust.

1.31 “ Trust Agreement ” shall mean the agreement of trust between the Company and the Trustee executed in furtherance of the Plan, as the same may be amended from time to time.

1.32 “ Trustee ” shall mean the person selected from time to time by the Company to serve as trustee under the Trust Agreement.

1.33 “ Valuation Date ” shall mean each day that the New York Stock Exchange is open for trading.

1.34 “ Withdrawal Amount ” shall have the meaning provided in Article 3.

ARTICLE 2

DEFERRAL OF AWARDS

2.1 Method of Deferral .

Each Eligible Executive may elect to defer receipt of all or a portion of his/her Gainsharing Award and/or the entirety of any of his/her Restricted Stock Awards in respect of any Plan Year by signing a Deferral Agreement and delivering it to the Committee or by completing a Deferral Agreement and transmitting it to the Committee via the Company’s electronic mail system. If a Gainsharing Award is payable in installments, each installment, whether or not payable in the same Plan Year, shall be subject to the same Deferral Agreement. Any taxes or other amounts due with respect to any deferred Gainsharing Award or Restricted Stock Award shall be paid by the Eligible Executive to the Company no later than the date specified by the Company.

2.2 Deferral Agreement Provisions .

Each Deferral Agreement must satisfy all of the following requirements:

(a) it must be in the form specified by the Committee;

(b) it must be delivered in writing, or transmitted electronically, to the Committee in accordance with such procedures as the Committee may establish from time to time.

(c) it must be irrevocable;

(d) as to deferrals of Gainsharing Awards, it must apply to only one such Award;

(e) as to deferrals of Restricted Stock Awards, it must apply to all Time-Based Restricted Stock Awards granted during the Plan Year, all Performance-Based Restricted Stock Awards granted during the Plan Year, or both;

- 4 -

(f) it must be delivered to the Committee in writing, or received by the Committee via the Company’s electronic mail system, (i) as to each Gainsharing Award, prior to the Plan Year in which the Gainsharing Award will be earned, and (ii) as to each Restricted Stock Award, prior to the date the Restricted Stock Award is granted;

(g) as to deferrals of Gainsharing Awards, it must specify the percentage of the Eligible Executive’s Gainsharing Award to be deferred, which percentage shall not be less than ten percent (10%). The same deferral percentage shall apply to each installment of a Gainsharing Award covered by the Deferral Agreement. However, a Deferral Agreement may provide for the deferral of a percentage of that portion of a Gainsharing Award that exceeds a specified gross dollar amount, which percentage shall not be less than ten percent (10%). Notwithstanding the preceding provisions of this Section 2.2(g), no Deferral shall be less than such dollar amount as the Committee may specify from time to time;

(h) as to deferral of a Restricted Stock Award, it must apply to the entirety of each Time-Based Restricted Stock Award granted during the Plan Year, the entirety of each Performance-Based Restricted Stock Award granted during the Plan Year, or both;

(i) it must specify whether the balance of the Deferral Account to be established pursuant to that Deferral Agreement will be distributed in a lump sum, in three (3) annual installments, in five (5) annual installments, or in ten (10) annual installments; and

(j) it must contain such other provisions, conditions and limitations as may be required by the Company or the Committee.

2.3 Fixed Deferral Periods .

If an Eligible Executive wishes to defer receipt of all or a portion of any Award for a fixed period of time (“Fixed Deferral Period”), then his/her Deferral Agreement relating to such Award shall specify that Fixed Deferral Period. Such Fixed Deferral Period shall not be less than three (3) years following (i) in the case of a deferral of all or a portion of a Gainsharing Award, the end of the Plan Year in which the Gainsharing Award will be earned and (ii) in the case of a deferral of a Restricted Stock Award, the end of the Plan Year in which the last of the restrictions applicable to the Restricted Stock Award expire, and, as to all Awards, shall end on the date the Eligible Executive attains age 43, 47, 51, 55 or 59, as elected by the Eligible Executive in his/her Deferral Agreement. In the case of a Restricted Stock Award as to which restrictions expire in installments, the Fixed Deferral Period must end on the same date for all installments. Notwithstanding the preceding provisions of this Section 2.3, Eligible Executives may not elect a Fixed Deferral Period with respect to the deferral of any Performance-Based Restricted Stock Award.

- 5 -

ARTICLE 3

DISTRIBUTIONS AND WITHDRAWALS

3.1 Date of Distribution .

Distribution of the balance of each Deferral Account of a Participant shall be made or shall commence within thirty (30) days following the earlier of (i) the date a Distribution Event occurs, (ii) the date on which the Fixed Deferral Period, if any, applicable to such Account expires, or (iii) the date, if any, selected by the Company, in its sole discretion, pursuant to Section 9.2. If distribution is to be made in installments, payment of installments following the first installment shall be made within thirty (30) days following each anniversary of the date referred to in clause (i) or (ii) of the preceding sentence, as applicable, until all installments have been paid. The Committee, in its sole discretion, may also permit distribution of the balance of all of a Participant’s Deferral Accounts to be made or commence at any time following the date the Participant is determined by the Committee to be Disabled. If the Committee approves such a Disability distribution, no further Deferrals shall be made with respect to the Disabled Participant following the date of the Committee’s approval, and each Deferral Agreement to which such Participant is a party shall be of no further effect.

3.2 Method of Distribution .

Each distribution of the balance of a Deferral Account shall be made to the Participant, except that any such distribution made on account of the Participant’s death shall be made to the Participant’s Beneficiary. Each distribution made on account of the Participant’s d