This excerpt taken from the PGR 10-K filed Feb 25, 2009.
THE PROGRESSIVE CORPORATIONSTYLE="margin-top:0px;margin-bottom:0px" ALIGN="center">DIRECTORS RESTRICTED STOCK DEFERRAL PLAN
SIZE="2">(2008 Amendment and Restatement)
WHEREAS, The Progressive Corporation (Company) maintains The
SIZE="2">WHEREAS, it is desired to amend the Plan further;
NOW, THEREFORE, effective January 23, 2009, the Plan is
beginning of such Plan Year, or before such later date as may be permitted by law, provided that any director was not a director during the previous two (2) Plan Years may file a Deferral Election with the Committee (i) within thirty
(30) days after he/she is elected to the Board and (ii) prior to the grant of Restricted Stock which is the subject of such Deferral Election.