Exhibit 10.34
The Progressive
Corporation
Executive Deferred Compensation
Plan
Time-Based Restricted Stock
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 all Time-Based Restricted Stock Awards granted
to me in 2003 under The Progressive Corporation 2003 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.
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 check one of the
following:
I elect a Fixed Deferral Period
ending upon attainment of age
43
47
51
55
59
(Must attain age selected at
least 3 years after the end of the calendar year in which the
Restricted Stock Award becomes fully vested. For example, if a
Time-Based Restricted Stock Award vests in three equal installments
in years 2006, 2007 and 2008, you must select an age you will
attain at least 3 years after the last installment vests (in this
case, your age no earlier than 2011.)
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 mad
