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                                                                    Exhibit 10.I

                THE PROGRESSIVE CORPORATION EXECUTIVE SEPARATION
                                 ALLOWANCE PLAN

                            SECTION 1 -- DEFINITIONS

1.1  "AFFILIATED COMPANY" - means any entity in which the Company owns, directly
     or indirectly, more than fifty percent (50%) of the stock or assets.

1.2  "ANNUAL SALARY" - as to each Eligible Employee means his/her annualized
     base salary or other base wages immediately prior to his/her Termination
     Date (including any geographic differential). This term does not include
     commissions, stock-related awards, incentive compensation, separate pay
     adjustments or allowances or any other forms of remuneration.

1.3  "GROUP I EMPLOYEES" - are those Eligible Employees who are parties to
     written employment agreements duly authorized and executed by and between
     the Eligible Employee and Progressive the benefits to which are triggered
     by a "Change of Control" as defined in those written agreements.

1.4  "GROUP II EMPLOYEES" - are those Eligible Employees who, immediately
     preceding their Termination Date and for at least two years prior thereto,
     had Gainsharing and Non-Qualified Stock Option ("NQSO") targets under the
     then applicable Gainsharing Plan and Incentive Plan, respectively, of
     greater than fifty percent (50%), exclusive of Group I Employees.

1.5  "GROUP III EMPLOYEES" - are those Eligible Employees who, immediately
     preceding their Termination Date and for at least two years prior thereto,
     had Gainsharing and NQSO targets under the then applicable Gainsharing and
     Incentive Plan, respectively, of thirty-five percent (35%) and greater,
     exclusive of Group I Employees and Group II Employees.

1.6  "COMPANY" - means The Progressive Corporation, an Ohio corporation, or its
     successors.

1.7  "DISABILITY" - means the inability to perform work due to illness, injury
     or pregnancy-related condition.

1.8  "ELIGIBLE EMPLOYEE" - means regular, non-temporary, non-union executive
     employees of Progressive who qualify either as a Group I Employee, Group II
     Employee or a Group Employee as defined hereunder.

1.9  "MISCONDUCT" - means an Eligible Employee's commission of a terminable
     offense under Progressive's Code of Conduct, as reasonably determined in
     good faith by the Company.

1.10 "PCIC" - means Progressive Casualty Insurance Company, an Ohio corporation,
     or its successors.

1.11 "PLAN" - means The Progressive Corporation Executive Separation Allowance
     Plan, as set forth herein and as the same may be amended from time to time.

1.12 "PROGRESSIVE" - includes the Company and any other entity which from time
     to time is an Affiliated Company.

1.13 "REDUCTION IN FORCE" - means a reduction by Progressive in the number of
     employees working in any of Progressive's operating divisions.

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1.14 "REORGANIZATION" - means Progressive's elimination of one or more positions
     or redefinition of the job duties of one or more positions.

1.15 "SEPARATION AGREEMENT AND GENERAL RELEASE" - means an agreement and release
     substantially in the forms attached hereto as Exhibits A and B together
     with such changes, additions and deletions as Progressive, in its sole
     discretion, may specify.

1.16 "TERMINATION DATE" - means the effective date of any Eligible Employee's
     termination of employment with Progressive.


                SECTION 2 -- ENTITLEMENT TO SEPARATION ALLOWANCE

2.1  An Eligible Employee shall be entitled to receive a Separation Allowance
     under this Plan if (a) Progressive terminates his/her employment for
     reasons other than resignation (including retirement), job elimination,
     death, Disability, unsatisfactory job performance or Misconduct; and (b)
     the Eligible Employee signs a Separation Agreement and General Release and
     delivers it to the Company within ninety (90) days after the Eligible
     Employee's Termination Date. In no event shall any Eligible Employee be
     entitled to receive a Separation Allowance if (x) his/her employment
     terminates as a result of a resignation (including retirement), a Reduction
     in Force or Reorganization, death, Disability, failure to meet job
     performance standards, Misconduct or any reason other than as a result of
     the circumstances described in (a) above, or (y) he/she fails to deliver a
     signed Separation Agreement and General Release to the Company within the
     time specified above.

                   SECTION 3 -- AMOUNT OF SEPARATION ALLOWANCE

3.1  The Separation Allowance payable to each Eligible Employee who is entitled
     to such allowance under Section 2 above shall be in the amount as provided
     below:

ELIGIBLE EMPLOYEE         SEPARATION ALLOWANCE
----------------------------------------------------------

GROUP I EMPLOYEE          One year Annual Salary plus
----------------
                          Gainsharing.  The amount paid as
                          Gainsharing shall equal the
                          higher of a) the highest annual
                          Gainsharing paid to the Group I
                          Employee during the past three
                          years; or b) payment of the Group
                          I Employee's targeted Gainsharing
                          at a factor of 1.0 in the
                          calendar year of the Termination
                          Date.


GROUP II EMPLOYEE         One-year Annual Salary

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ELIGIBLE EMPLOYEE         SEPARATION ALLOWANCE
----------------------------------------------------------

GROUP III EMPLOYEE        The greater of a) six months of
------------------
                          the Group III Employee's Annual
                          Salary; or b) the amount that
                          would be payable to the Group III
                          Employee if the employee were
                          entitled to benefits under The
                          Progressive Corporation
                          Separation Allowance Plan (the
                          "SAP Plan"), provided that the
                          Separation Allowance paid
                          hereunder shall in no event
                          exceed the employee's Annual
                          Salary.


3.2  Each Separation Allowance shall be paid in a lump sum within thirty (30)
     days following the later of (i) the Eligible Employee's Termination Date or
     (ii) the expiration of the revocation period referred to in the Eligible
     Employee's signed Separation Agreement and General Release. Alternatively,
     Progressive, in its sole discretion, may elect to pay any Separation
     Allowance in installments over any period not exceeding twenty-four (24)
     months after the Eligible Employee's Termination Date.

3.3  Progressive shall withhold from each Separation Allowance all applicable
     federal, state, and local taxes, Social Security taxes and other deductions
     required by law, and any other amounts due Progressive for any reason.

3.4  Each Eligible Employee's Separation Allowance payable under this Plan shall
     be reduced by the amount of any state-mandated Separation Allowance or
     severance payments payable by Progressive to such Eligible Employee.

3.5  Notwithstanding anything herein to the contrary, no Separation Allowance
     payments shall be made under this Plan to any Eligible Employee more than
     twenty-four (24) months after his/her Termination Date.

                  SECTION 4 -- ADDITIONAL PAYMENTS AND BENEFITS

4.1  Progressive may elect to provide or pay to any Eligible Employee who is
     entitled to a Separation Allowance under this Plan such additional payments
     or benefits, if any, as Progressive, in its sole discretion, shall
     determine, such as outplacement assistance benefits; reimbursements for the
     cost of obtaining health, life, disability, employee assistance or other
     welfare benefits; and other payments and benefits.

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                      SECTION 5 -- PROGRESSIVE DISCRETION

5.1  Notwithstanding anything herein to the contrary, no determination by
     Progressive as to the amount, timing or manner of payment of any Separation
     Allowance or other payment or benefit under this Plan shall be regarded as
     a precedent or guideline for purposes of determining the amount, timing or
     manner of payment of any other Separation Allowance or other payment or
     benefit under this Plan, nor shall any such determination otherwise limit
     Progressive's discretion provided for under this Plan in any way.

            SECTION 6 -- ELIGIBILITY UNDER OTHER PLANS AND AGREEMENTS

6.1  Except as provided in Sections 6.2 and 6.3, this Plan shall entirely
     supersede and replace all policies, plans, agreements, understandings and
     arrangements adopted or entered into before November 1, 2001 regarding
     separation allowances, severance pay and/or similar compensation payable by
     Progressive to terminated Eligible Employees (other than with respect to
     any Eligible Employees who may have incurred Termination Dates prior to
     November 1, 2001).

6.2  Section 6.1 of this Plan shall not limit any Eligible Employee's rights, if
     any, under the SAP Plan in the event of any Reorganization or Reduction in
     Force, provided that an Eligible Employee shall only be entitled to receive
     benefits under the circumstances specified under the Plan and the SAP Plan
     and shall not be entitled to receive benefits under both this Plan and the
     SAP Plan.

6.3  Individual employment, separation, severance and other agreements that
     include provisions regarding separation allowances, severance pay and/or
     similar compensation following termination of employment and that are
     entered into in writing with an Eligible Employee shall supersede and
     replace this Plan, except as otherwise expressly provided by such
     agreements; however, no such agreement entered into on or after November 1,
     2001 shall be effective or enforceable unless approved in writing by PCIC's
     Chief Human Resources Officer or the holder of any similar successor
     office, and nothing in this Plan shall be construed as ratifying or
     validating any such agreements that have not been so approved.

                         SECTION 7 -- CLAIMS PROCEDURES

7.1  The Company shall establish reasonable procedures under which a claimant,
     or his/her duly authorized representative, may present a claim for benefits
     under this Plan.

7.2  Unless such claim is allowed in full by the Company, written notice of the
     denial shall be furnished to the claimant within ninety (90) days (which
     may be extended by a period not to exceed an additional ninety (90) days if
     special circumstances so require and written notice to the claimant is
     given prior to the expiration of the initial ninety (90) day period
     describing such circumstances and indicating the date by which the Company
     expects to render its determination) setting forth the following in a
     manner calculated to be understood by the claimant:

     (i)  The specific reason(s) for the denial;

     (ii) Specific reference(s) to any pertinent provision(s) of the Plan or
          rules promulgated pursuant thereto on which the denial is based;

     (iii) A description of any additional information or material as may be
          necessary to perfect the claim, together with an explanation of why it
          is necessary;

     (iv) A description of the Plan's claims review procedures and the time
          limits applicable to such procedures, including a statement of the
          claimant's right to

<PAGE>

          bring a civil action under Section 502(a) of ERISA following an
          adverse benefit determination on review; and

     (v)  An explanation of the steps to be taken if the claimant wishes to
          resubmit his/her claim for review.

7.3  Within a reasonable period of time after the denial of the claim, but in
     any event, not to be more than sixty (60) days, the claimant or his/her
     duly authorized representative may make written application to the Company
     for a review of such denial. The claimant or his/her representative, may,
     upon request and free of charge, review or receive copies of documents,
     records and other information relevant to the claimant's claim for
     benefits, and may submit written comments, documents, records and other
     information relating to the claim for benefits.

7.4  If an appeal is timely filed, the Company shall conduct a full and fair
     review of the claim and mail or deliver to the claimant its written
     decision within sixty (60) days after the claimant's request for review
     (which may be extended by a period not to exceed an additional sixty (60)
     days if special circumstances or a hearing so require and written notice to
     the claimant is given prior to the expiration of the initial sixty (60) day
     period describing such special circumstances and indicating the date by
     which the Company expects to render its determination). In conducting its
     review, the Company shall take into account all comments, documents,
     records and other information submitted by the claimant relating to the
     claim, without regard to whether such information was submitted or
     considered in the initial benefit determination. The Company's decision on
     review shall:

     (i)  Be written in a manner calculated to be understood by the claimant;

     (ii) State the specific reason(s) for the decision;

     (iii) Make specific reference to pertinent provision(s) of the Plan;

     (iv) State that the claimant is entitled to receive, upon request and free
          of charge, reasonable access to, and copies of, all documents, records
          and other information relevant to the claimant's claim for benefits;
          and

     (v)  Include a statement of the claimant's right to bring a civil action
          under Section 502(a) of ERISA.

7.5  If a period of time is extended, as permitted under Sections 7.2 and 7.4
     above, due to a claimant's failure to submit information to decide a claim,
     the period for making the benefit determination on review shall be tolled
     from the date on which the notification of the extension is sent to the
     claimant until the date on which the claimant responds to the request for
     additional information."

                     SECTION 8 -- AMENDMENT AND TERMINATION

8.1  This Plan may be amended, modified or terminated by the Company in whole or
     in part at any time for any reason without the consent of any Affiliated
     Company or any employee or other person, provided that, except for legally
     required amendments, modifications and terminations, no such amendment,
     modification or termination shall impair the rights of any Eligible
     Employee who incurs a Termination Date prior to the date the Company adopts
     such amendment or modification or approves such termination.

                          SECTION 9 -- RIGHTS OF SETOFF


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9.1  Progressive shall have the unrestricted right and power to set off against,
     or recover out of, any payments owed an Eligible Employee or other person
     under this Plan, at the time such payments would have otherwise been
     payable under this Plan, any amounts owed to Progressive by such Eligible
     Employee or other person.

                              SECTION 10 -- FUNDING

10.1 All payments pursuant to this Plan shall be made from Progressive's general
     funds and nothing contained herein shall be deemed to require Progressive
     to, and Progressive shall not, physically segregate any sums from its
     general funds, or create any trust or escrow account, or make any special
     deposit, in respect of any amounts payable hereunder.

                          SECTION 11 -- ADMINISTRATION

11.1 The Company shall be the Administrator of this Plan and shall be the "named
     fiduciary" within the meaning of Section 402 of the Employee Retirement
     Income Security Act of 1974, as amended, and, except as specified elsewhere
     herein, shall exercise all rights and duties with respect hereto, including
     without limitation, the right:

     (a)  to make and enforce such rules and regulations as are necessary or
          proper for the efficient administration of this Plan; and

     (b)  to interpret and construe this Plan and to decide all disputes and
          other matters arising hereunder, including but not limited to the
          right to determine eligibility for benefits and resolve possible
          ambiguities, inconsistencies or omissions. All such rules,
          interpretations and decisions shall be applied in a uniform manner to
          all persons similarly situated.

     Except as otherwise specifically provided herein, no action or decision
     taken in accordance with this Plan by the Company or Progressive shall be
     relied upon as a precedent for any similar action or decision under any
     circumstances.

                          SECTION 12 -- EFFECTIVE DATE

     12.1 This Plan shall be effective November 1, 2001, but only as to Eligible
          Employees who incur Termination Dates on or after such date.

     IN WITNESS WHEREOF, The Progressive Corporation has hereunto caused this
Plan to be executed by its duly authorized representative as of the 31st day of
October, 2001.

     THE PROGRESSIVE CORPORATION

     By:  /s/ Charles E. Jarrett
          --------------------------------------
          Charles E. Jarrett, Secretary


<PAGE>


                                    EXHIBIT A
                    SEPARATION AGREEMENT AND GENERAL RELEASE
                           (GROUP I AND II EMPLOYEES)

THIS AGREEMENT is entered into as of the ____ day of ______________, 20__
between ("Employee") and ("Employer") pursuant to The Progressive Corporation
Executive Separation Allowance Plan (the "Plan").

     WHEREAS, Employee's employment with Employer terminated (or will terminate)
effective __________________________, 200__ ; and

     WHEREAS, Employee desires to receive certain employment termination
benefits under the Plan; and

     WHEREAS, the Plan provides employment termination benefits only to
employees who sign a Separation Agreement and General Release in the form
specified in the Plan;

     NOW, THEREFORE, Employee and Employer hereby agree as follows:

     1.   Employer shall pay Employee a separation allowance of $ _______
          pursuant to Section 3 of the Plan in a lump sum on
          _____________________________, 200__ [in monthly installments
          commencing ____________________, 200__], subject to the limitations
          specified in the Plan.

     2.   Employer shall pay Employee for all credited ETB in accordance with
          Employer's standard practices within thirty (30) days following the
          expiration of the revocation period referred to at the end of this
          Agreement or at such earlier time as may be required by law.

     3.   Employee shall be entitled to continue his/her and his/her dependents'
          medical, dental and vision coverages under The Progressive Corporation
          Group Insurance Plan ("Group Insurance Plan"), subject to the terms,
          conditions and limitations of the Group Insurance Plan. Employee also
          shall be entitled to the conversion privileges, if any, applicable to
          his/her life insurance and/or other coverages under the Group
          Insurance Plan.

     4.   Employer shall provide the following additional payments and/or
          benefits to Employee:

                  ______________________________________________________________

_______________________________________________________________________________

                  ______________________________________________________________

_______________________________________________________________________________

                  ______________________________________________________________

_______________________________________________________________________________

<PAGE>


     5.   Employee's entitlement to pension benefits, if any, shall be
          determined in accordance with The Progressive Corporation Long- Term
          Savings Plan.

     6.   Employee shall be entitled to whatever other rights or benefits are
          available to former employees of Progressive under any other written
          employee benefit plans or programs maintained by Progressive, subject
          to the terms, conditions and limitations of those plans and programs.

     7.   With the exception of the rights and benefits contained in, or
          expressly referred to in this Agreement, Employee hereby waives any
          and all rights and benefits Employee now has or might hereafter have
          acquired under the Plan, The Progressive Corporation Separation
          Allowance Plan, The 200___ Gainsharing Program and any other
          compensation or bonus programs, employee benefit plans and fringe
          benefit programs maintained by Progressive or any of its affiliates by
          virtue of Employee's employment with Progressive or the termination
          thereof.

     8.   Employee acknowledges the forfeiture of any and all unvested
          non-qualified stock options ("NQSOs") awarded to Employee under The
          Progressive Corporation 1989 Incentive Plan or The Progressive
          Corporation 1995 Incentive Plan (the "Incentive Plans"). Employee's
          rights, if any, under The Progressive Corporation Executive Deferred
          Compensation Plan, The Progressive Pension Plan and The Incentive
          Plans (collectively, the "Programs") shall be determined in accordance
          with the governing provisions of the Programs as in effect from time
          to time. For purposes of such Programs, Employee shall be considered
          to have terminated employment with Progressive on the Separation Date.

     9.   In consideration of the above undertakings of Employer, Employee
          hereby releases Employer, Progressive and their respective affiliates,
          officers, directors, employees, agents, successors and assigns
          (collectively, the "Released Entities"), from any and all claims,
          liabilities, demands, actions, suits and causes of action, whether
          known or unknown, that Employee ever had or now has against any of the
          Released Entities, including but not limited to claims arising under
          the Age Discrimination in Employment Act, as amended, and other claims
          relating to Employee's employment with Progressive and the termination
          of that employment, and claims under The Progressive Corporation
          Separation Allowance Plan (collectively "Claims"). [If Employee is a
          California resident, Employee acknowledges that he/she has read and
          understands California Civil Code Section 1542, which reads as
          follows:

               "A general release does not extend to claims which the
               creditor does not know or suspect to exist in his favor at the
               time of executing the release, which if known by him must
               have materially affected his settlement with the debtor."


<PAGE>

     Employee hereby waives the provisions and protections of California Civil
Code Section 1542 and agrees that the above release shall apply to all Claims
that Employee ever had or now has against the Released Entities, regardless of
whether Employee currently is aware of the Claims or suspects that they exist.]

     10.  Employee further agrees that he will not, during the twenty-four (24)
          month period after the Separation Date, solicit or recruit any person
          who is a Progressive employee at the time of such solicitation or
          recruitment (unless such person has theretofore been given notice of
          the termination of his/her employment by Progressive) to act as an
          employee, consultant, agent or independent contractor with respect to
          any insurance or other business.

     11.  Employee agrees that Employee will maintain the confidentiality of
          confidential information which Employee has received by virtue of
          his/her employment with Progressive and will refrain from using such
          information or disclosing it to anyone other than Progressive or its
          employees. For purposes of this Agreement, confidential information is
          information which Progressive endeavors to keep confidential,
          including, without limitation, customer lists, employee lists, rate
          schedules, underwriting information, the terms of contracts and
          policies, marketing plans, program designs, trade secrets, proprietary
          information, and any such information provided by a third party to
          Progressive in confidence. Employee represents that promptly following
          his/her execution of this Agreement, Employee will return to
          Progressive any records in his/her possession containing confidential
          information of Progressive or records which are the property of
          Progressive.

     12.  In the event of any actual or threatened breach by Employee of the
          provisions of Paragraphs 10 or 11, Progressive shall be entitled to an
          injunction (including an EX PARTE temporary restraining order)
          restraining Employee from violating these provisions. The period
          provided in Paragraph 10 shall not run and will be suspended during
          the period of any violation by Employee of Paragraph 10 and, at the
          conclusion of any such violation, the period will run for its
          remaining term. Progressive shall also be entitled to recover, as
          liquidated damages, the amount equal to fifty percent (50%) of the
          severance paid to Employee under this Agreement.

     13.  All payments to be made by Employer under this Agreement are subject
          to applicable tax withholding, other legally required deductions and
          (except to the extent prohibited by law) amounts due Progressive for
          any reason.

     14.  All capitalized terms used in this Agreement shall have the meanings
          given to them in the Plan, unless otherwise required clearly by the
          context.

     15.  This Agreement, together with the Plan and the other documents
          referred to herein, constitute the entire agreement of the parties,
          superseding all prior oral or written representations, agreements and
          understandings relating to the subject matter of this Agreement. Any
          modifications of this Agreement must be in a writing signed by both
          parties in order to be effective. Employee may not assign


<PAGE>

          this Agreement or any of his/her rights or obligations hereunder
          without Employer's prior written consent. This Agreement is subject to
          the terms, provisions and limitations of the Plan in all respects.

     16.  Employee has read and understands all of the terms of this Agreement
          and Employee has been encouraged to consult with an attorney. Employee
          acknowledges that he/she has been given a period of at least ( ) days
          to review this Agreement with an attorney and individuals of his/her
          own choice and consider its effect, including Employee's release of
          rights. Employee signs this Agreement in exchange for the
          consideration to be given to him/her, which Employee acknowledges is
          adequate and satisfactory. Neither Progressive nor its agents,
          representatives or employees have made any representations to Employee
          concerning the terms or effects of this Agreement other than those
          contained in this Agreement or the Plan.

     IMPORTANT! BEFORE YOU SIGN THIS AGREEMENT YOU SHOULD CONSULT WITH AN
     ATTORNEY. ALSO, AFTER YOU HAVE SIGNED THIS AGREEMENT YOU HAVE SEVEN (7)
     DAYS WITHIN WHICH TO REVOKE IT FOR ANY REASON. YOU DO NOT NEED EMPLOYER'S
     CONSENT IN ORDER TO REVOKE THIS AGREEMENT, BUT YOU MUST GIVE WRITTEN NOTICE
     OF YOUR REVOCATION TO EMPLOYER WITHIN THE SEVEN (7) DAY REVOCATION PERIOD.
     THIS AGREEMENT WILL NOT BE EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF
     THE SEVEN (7) DAY REVOCATION PERIOD.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
indicated above.

____________________________________        ____________________________________
WITNESS                                     EMPLOYEE



____________________________________        ____________________________________
WITNESS                                     EMPLOYER


                                            By: ________________________________


                                            Title: _____________________________




<PAGE>

                                    EXHIBIT B
                    SEPARATION AGREEMENT AND GENERAL RELEASE
                             (GROUP III EMPLOYEES)

THIS AGREEMENT is entered into as of the _____ day of _______________, 20__
between ("Employee") and ("Employer") pursuant to The Progressive Corporation
Executive Separation Allowance Plan (the "Plan").

     WHEREAS, Employee's employment with Employer terminated (or will terminate)
effective ____________________________, 200__; and

     WHEREAS, Employee desires to receive certain employment termination
benefits under the Plan; and

     WHEREAS, the Plan provides employment termination benefits only to
employees who sign a Separation Agreement and General Release in the form
specified in the Plan;

     NOW, THEREFORE, Employee and Employer hereby agree as follows:

     1.   Employer shall pay Employee a separation allowance of $ ______________
          pursuant to Section 3 of the Plan in a lump sum on
          ___________________, 200__ [in _____ monthly installments commencing
          _________________, 200__], subject to the limitations specified in the
          Plan.

     2.   Employer shall pay Employee for all credited ETB in accordance with
          Employer's standard practices within thirty (30) days following the
          expiration of the revocation period referred to at the end of this
          Agreement or at such earlier time as may be required by law.

     3.   Employee shall be entitled to continue his/her and his/her dependents'
          medical, dental and vision coverages under The Progressive Corporation
          Group Insurance Plan ("Group Insurance Plan"), subject to the terms,
          conditions and limitations of the Group Insurance Plan. Employee also
          shall be entitled to the conversion privileges, if any, applicable to
          his/her life insurance and/or other coverages under the Group
          Insurance Plan.

     4.   Employer shall provide the following additional payments and/or
          benefits to Employee:

                  ______________________________________________________________

_______________________________________________________________________________

                  ______________________________________________________________

_______________________________________________________________________________

                  ______________________________________________________________

_______________________________________________________________________________


     5.   Employee's entitlement to pension benefits, if any, shall be
          determined in accordance with The Progressive Corporation Long- Term
          Savings Plan.


<PAGE>

     6.   Employee shall be entitled to whatever other rights or benefits are
          available to former employees of Progressive under any other written
          employee benefit plans or programs maintained by Progressive, subject
          to the terms, conditions and limitations of those plans and programs.

     7.   With the exception of the rights and benefits contained in, or
          expressly referred to in this Agreement, Employee hereby waives any
          and all rights and benefits Employee now has or might hereafter have
          acquired under the Plan, The Progressive Corporation Separation
          Allowance Plan, The 200___ Gainsharing Program and any other
          compensation or bonus programs, employee benefit plans and fringe
          benefit programs maintained by Progressive or any of its affiliates by
          virtue of Employee's employment with Progressive or the termination
          thereof.

     8.   Employee acknowledges the forfeiture of any and all unvested
          non-qualified stock options ("NQSOs") awarded to Employee under The
          Progressive Corporation 1989 Incentive Plan or The Progressive
          Corporation 1995 Incentive Plan (the "Incentive Plans"). Employee's
          rights, if any, under The Progressive Corporation Executive Deferred
          Compensation Plan, The Progressive Pension Plan and The Incentive
          Plans (collectively, the "Programs") shall be determined in accordance
          with the governing provisions of the Programs as in effect from time
          to time. For purposes of such Programs, Employee shall be considered
          to have terminated employment with Progressive on the Separation Date.

     9.   In consideration of the above undertakings of Employer, Employee
          hereby releases Employer, Progressive and their respective affiliates,
          officers, directors, employees, agents, successors and assigns
          (collectively, the "Released Entities"), from any and all claims,
          liabilities, demands, actions, suits and causes of action, whether
          known or unknown, that Employee ever had or now has against any of the
          Released Entities, including but not limited to claims arising under
          the Age Discrimination in Employment Act, as amended, and other claims
          relating to Employee's employment with Progressive and the termination
          of that employment, and claims under The Progressive Corporation
          Separation Allowance Plan (collectively "Claims"). [If Employee is a
          California resident, Employee acknowledges that he/she has read and
          understands California Civil Code Section 1542, which reads as
          follows:

               "A general release does not extend to claims which the creditor
               does not know or suspect to exist in his favor at the time of
               executing the release, which if known by him must have materially
               affected his settlement with the debtor."

          Employee hereby waives the provisions and protections of California
          Civil Code Section 1542 and agrees that the above release shall apply
          to all Claims that Employee ever had or now has against the Released
          Entities, regardless of whether Employee currently is aware of the
          Claims or suspects that they exist.]

     10.  Employee agrees that Employee will maintain the confidentiality of
          confidential information which Employee has received by virtue of
          his/her employment with


<PAGE>

          Progressive and will refrain from using such information or disclosing
          it to anyone other than Progressive or its employees. For purposes of
          this Agreement, confidential information is information which
          Progressive endeavors to keep confidential, including, without
          limitation, customer lists, employee lists, rate schedules,
          underwriting information, the terms of contracts and policies,
          marketing plans, program designs, trade secrets, proprietary
          information, and any such information provided by a third party to
          Progressive in confidence. Employee represents that promptly following
          his/her execution of this Agreement, Employee will return to
          Progressive any records in his/her possession containing confidential
          information of Progressive or records which are the property of
          Progressive.

     11.  In the event of any actual or threatened breach by Employee of the
          provisions of Paragraphs 10, Progressive shall be entitled to an
          injunction (including an ex parte temporary restraining order)
          restraining Employee from violating these provisions. Progressive
          shall also be entitled to recover, as liquidated damages, the amount
          equal to fifty percent (50%) of the severance paid to Employee under
          this Agreement.

     12.  All payments to be made by Employer under this Agreement are subject
          to applicable tax withholding, other legally required deductions and
          (except to the extent prohibited by law) amounts due Progressive for
          any reason.

     13.  All capitalized terms used in this Agreement shall have the meanings
          given to them in the Plan, unless otherwise required clearly by the
          context.

     14.  This Agreement, together with the Plan and the other documents
          referred to herein, constitute the entire agreement of the parties,
          superseding all prior oral or written representations, agreements and
          understandings relating to the subject matter of this Agreement. Any
          modifications of this Agreement must be in a writing signed by both
          parties in order to be effective. Employee may not assign this
          Agreement or any of his/her rights or obligations hereunder without
          Employer's prior written consent. This Agreement is subject to the
          terms, provisions and limitations of the Plan in all respects.

     15.  Employee has read and understands all of the terms of this Agreement
          and Employee has been encouraged to consult with an attorney. Employee
          acknowledges that he/she has been given a period of at least
          ____________ (___) days to review this Agreement with an attorney and
          individuals of his/her own choice and consider its effect, including
          Employee's release of rights. Employee signs this Agreement in
          exchange for the consideration to be given to him/her, which Employee
          acknowledges is adequate and satisfactory. Neither Progressive nor its
          agents, representatives or employees have made any representations to
          Employee concerning the terms or effects of this Agreement other than
          those contained in this Agreement or the Plan.

<PAGE>


     IMPORTANT! BEFORE YOU SIGN THIS AGREEMENT YOU SHOULD CONSULT WITH AN
     ATTORNEY. ALSO, AFTER YOU HAVE SIGNED THIS AGREEMENT YOU HAVE SEVEN (7)
     DAYS WITHIN WHICH TO REVOKE IT FOR ANY REASON. YOU DO NOT NEED EMPLOYER'S
     CONSENT IN ORDER TO REVOKE THIS AGREEMENT, BUT YOU MUST GIVE WRITTEN NOTICE
     OF YOUR REVOCATION TO EMPLOYER WITHIN THE SEVEN (7) DAY REVOCATION PERIOD.
     THIS AGREEMENT WILL NOT BE EFFECTIVE OR ENFORCEABLE UNTIL THE EXPIRATION OF
     THE SEVEN (7) DAY REVOCATION PERIOD.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
indicated above.

________________________________________________________________________________
WITNESS
     EMPLOYEE


________________________________________________________________________________
________________________________________________________________________________
WITNESS
     EMPLOYER



     By: _______________________________________________________________________


     Title: ____________________________________________________________________