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Exhibit No. 10(H)
                           THE PROGRESSIVE CORPORATION
                            1999 EXECUTIVE BONUS PLAN
                        (AS AMENDED ON JANUARY 31, 2003)

1.    The Progressive Corporation and its subsidiaries ("Progressive") have
      designed an executive compensation program consisting of three components:
      salary, annual bonus and equity-based incentives. These components have
      been structured to reflect the market for executive compensation and to
      promote both the achievement of corporate goals and performance that is in
      the long-term interest of shareholders. The annual bonus component of this
      program is performance-based and focuses on current results.

2.    The 1999 Executive Bonus Plan, as amended (the "Plan") provides the annual
      bonus component of Progressive's executive compensation program for Plan
      participants. The Plan shall be administered by or under the direction of
      the Compensation Committee (the "Committee") of the Board of Directors.
      Executive officers of Progressive may be selected by the Committee to
      participate in the Plan for one or more Plan years. Plan years shall
      coincide with Progressive's fiscal years.

3.    Subject to the following sentence, the amount of the annual bonus earned
      by any participant under the Plan for any Plan year ("Annual Bonus") will
      be determined by application of the following formula:

       Annual Bonus = Paid Salary x Target Percentage x Performance Factor

      The Annual Bonus payable to any participant with respect to any Plan year
      shall not exceed $3,000,000.00.

4.    The salary rate of each Plan participant for any Plan year shall be
      established by the Committee no later than ninety (90) days after
      commencement of such Plan year. For purposes of the Plan, "salary" and
      "Paid Salary" shall include regular, vacation, sick, holiday and funeral
      pay received by the participant during the Plan year for work or services
      performed by the participant as an officer or employee of Progressive, but
      shall not include any (a) short-term or long-term disability payments, (b)
      lump sum merit adjustments, (c) discretionary or other bonus or incentive
      payments or (d) the earnings replacement component of any worker's
      compensation award.

5.    The Target Percentages for the participants in the Plan shall be
      determined by the Committee, but will not exceed 150% for any participant.
      Target Percentages may vary among Plan participants and may be changed
      from year to year by the Committee.

6.    The Performance Factor

      A.    General

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            The Performance Factor shall consist of one or more of the following
            components: a Core Business Profitability and Growth Component, a
            Business Segment Performance Component, a Cost Structure Improvement
            Component and an Investment Performance Component (the "Bonus
            Components"). An appropriate combination of Bonus Components will be
            designated for each participant, and the designated Bonus Components
            will be weighted, based on such participant's assigned
            responsibilities, as determined by the Committee.

            The relative weighting of the Bonus Components may vary among Plan
            participants and may be changed from year to year by the Committee.

            For purposes of computing the amount of the Annual Bonus for any
            Plan year, the performance score achieved for each of the designated
            Bonus Components will be multiplied by the applicable weighting
            factor to produce a Weighted Performance Score. The sum of the
            Weighted Performance Scores will equal the Performance Factor. The
            Performance Factor will equal 1.0 if specified performance goals are
            met, and can vary from 0 to 2.0, based on actual performance versus
            the pre-established objectives.

            Actual performance results achieved for any Plan year, as used to
            calculate the performance score achieved for each of the applicable
            Bonus Components, must be certified by the Committee prior to
            payment of the Annual Bonus.

      B.    Core Business Profitability and Growth Component

            The Core Business Profitability and Growth Component measures
            overall operating performance of Progressive's Personal Lines
            segment (excluding Midland Financial Group, Inc.) and commercial
            vehicle insurance business unit (collectively, the "Core Business")
            for the Plan year for which an Annual Bonus payment is to be made.
            For purposes of computing a Performance Score for this Component,
            operating performance results are measured by a Gainsharing Matrix,
            as established by or under the direction of the Committee for the
            Plan year, which assigns a Profitability and Growth Performance
            Score to various combinations of profitability (as measured by the
            Gainsharing Combined Ratio) and growth (based on year-to-year change
            in Net Written Premium) outcomes.

            The Gainsharing Combined Ratio is determined for the Core Business
            as follows:

            1.    Each year, a target combined ratio is established by or under
                  the direction of the Committee for all products within the
                  Core Business, determined to yield an average policy life
                  target combined ratio of 96.

            2.    A weighted target combined ratio is calculated based on the
                  various target combined ratios for the constituent product
                  categories, which are weighted on the basis of the Net Earned
                  Premium generated by each such product category for the Plan
                  year.



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            3.    The actual GAAP combined ratio achieved for the Plan year is
                  subtracted from the weighted target combined ratio to
                  determine the extent to which performance is over or under
                  target. This result, whether positive or negative, is
                  subtracted from the average policy life combined ratio target
                  of 96 to determine the Gainsharing Combined Ratio.

            The Gainsharing Combined Ratio is then matched with growth in Net
            Written Premium using the Gainsharing Matrix to determine a Core
            Business Profitability and Growth Performance Score.

      C.    Business Segment Performance Component

            The Business Segment Performance Component measures the performance
            of a designated Business Segment (as defined below) in terms of any
            one or more of the following criteria selected by the Committee:
            profitability (measured by the combined ratio, weighted combined
            ratio, return on equity or return on revenue), growth (measured by
            net written premium, earned premium or revenues) or operating
            effectiveness (measured by systems availability or timeliness of
            response). A Business Segment may consist of a distribution channel,
            business unit, product, function, process or other business
            category, such as new or renewal business. The Committee may
            designate one or more Business Segment Performance Components for an
            individual Plan participant for any Plan year and, for each such
            Component, will determine the applicable criteria upon which
            performance will be measured, the goals to be achieved and the
            performance scores that will result from various levels of
            performance. The applicable criteria, related goals and resulting
            performance scores may be set forth in a Business Segment
            Performance Matrix or other format approved by the Committee.
            Business Segment Performance Components, performance criteria, goals
            and resulting performance scores may vary among participants and may
            be changed from year to year by the Committee.

      D.    Cost Structure Improvement Component

            The Cost Structure Improvement Component measures success in
            achieving cost structure improvement for the Core Business, as a
            whole, or for an assigned Business Segment, if applicable. Results
            are reflected in a Cost Structure Improvement Score. For purposes of
            computing the Cost Structure Improvement Score, cost structure
            improvement is measured by comparing the sum of the GAAP
            Underwriting Expense Ratio ("Underwriting Expense Ratio") and Loss
            Adjustment Expense Ratio ("LAE Ratio") achieved for the Plan year
            (collectively, "Actual Expense Ratio") against defined expense
            objectives for that year, as established by or under the direction
            of the Committee ("Target Expense Ratio"). The Target Expense Ratio,
            including its individual components, may vary by Business Segment
            and/or for the Core Business as a whole, and may be changed from
            year to year by or under the direction of the Committee.



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            The Cost Structure Improvement Score will be computed in accordance
            with the following formula:

 Cost Structure Improvement = 1 + [Target Expense Ratio-Actual Expense Ratio]
 Score                             -----------------------------------------

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      E.    Investment Performance Component

            The Investment Performance Component compares the investment
            performance of individual segments of Progressive's investment
            portfolio ("Portfolio Segments") against the performance of selected
            groups of comparable investment funds, indexes or other benchmarks
            ("Investment Benchmarks") over such period or periods as shall be
            determined by the Committee. Such Investment Benchmarks may be
            risk-adjusted in accordance with such formula or other method as may
            be determined by the Committee. Investment results are marked to
            market in order to calculate total return, which is then compared
            against the designated Investment Benchmarks to produce a
            Performance Score for each Portfolio Segment.

            The applicable Portfolio Segments will be identified, and the
            related Investment Benchmarks will be determined, by the Committee
            and may be changed from year to year by the Committee.

            In the event that any participant's Annual Bonus is to be determined
            by the performance of two or more Portfolio Segments, the
            Performance Scores for each of the Portfolio Segments will be
            weighted, based on the average amounts invested from time to time in
            each of such Portfolio Segments during the Plan year, and the
            weighted Performance Scores for the applicable Portfolio Segments
            will be then combined to produce the Investment Performance Score.
            Investment expense is not included in determining investment
            performance vs. benchmark.

8.    The Annual Bonus for any Plan year will be paid to participants as soon as
      practicable after the Committee has certified performance results for the
      Plan year, but no later than March 15 of the immediately following year.
      The provisions of this Paragraph shall be subject to Paragraph 9 hereof.

      Any Plan participant who is eligible to participate in The Progressive
      Corporation Executive Deferred Compensation Plan ("Deferral Plan") may
      elect to defer all or a portion of the Annual Bonus otherwise payable
      under this Plan, subject to and in accordance with the terms of the
      Deferral Plan.

9.    Unless otherwise determined by the Committee, in order to be entitled to
      receive an Annual Bonus for any Plan year, the participant must be
      employed by Progressive on the date designated for payment thereof;
      provided, however, that if any participant who is employed by Progressive
      on the last day of any Plan year shall die at any time between

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      the end of such Plan year and the date designated for payment of Annual
      Bonuses in respect of such year, his or her estate shall be entitled to
      receive the Annual Bonus that would have been payable to such deceased
      participant had he or she lived until and been employed by Progressive on
      such payment date. Annual Bonus payments made to participants will be net
      of any legally required deductions for federal, state and local taxes and
      other items.

10.   The right to any of the Annual Bonuses hereunder may not be transferred,
      assigned or encumbered by any participant. Nothing herein shall prevent
      any participant's interest hereunder from being subject to involuntary
      attachment, levy or other legal process.

11.   The Plan will be administered by or under the direction of the Committee.
      The Committee will have the authority to adopt, alter and repeal such
      rules, guidelines, procedures and practices governing the Plan as it, from
      time to time, in its sole discretion deems advisable.

      The Committee will have full authority to determine the manner in which
      the Plan will operate, to interpret the provisions of the Plan and to make
      all determinations thereunder. All such interpretations and determinations
      will be final and binding on Progressive, all Plan participants and all
      other parties. No such interpretation or determination may be relied on as
      a precedent for any similar action or decision.

      The Plan will be administered by the Committee in accordance with the
      requirements of Section 162(m) of the Internal Revenue Code, as amended,
      and the rules and regulations promulgated thereunder (the "Code").

12.   The Plan will be subject to approval by the holders of Progressive's
      Common Shares, $1.00 par value ("shareholders") in accordance with the
      requirements of Section 162(m) of the Code and no Annual Bonus will be
      paid hereunder unless the Plan has been so approved.

13.   The Plan may be terminated, amended or revised, in whole or in part, at
      any time and from time to time by the Committee, in its sole discretion;
      provided that the Committee may not increase the amount of compensation
      payable hereunder to any participant above the amount that would otherwise
      be payable upon attainment of the applicable performance goals, or
      accelerate the payment of any portion of the Annual Bonus due to any
      participant under the Plan without discounting the amount of such payment
      in accordance with Section 162(m) of the Code, and further provided that
      any amendment or revision of the Plan required to be approved by
      shareholders pursuant to Section 162(m) of the Code will not be effective
      until approved by Progressive's shareholders in accordance with the
      requirements of Section 162(m).

14.   The Plan will be unfunded and all payments due under the Plan will be made
      from Progressive's general assets.



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15.   Nothing in the Plan shall be construed as conferring upon any person the
      right to remain a participant in the Plan or to remain employed by
      Progressive, nor shall the Plan limit Progressive's right to discipline or
      discharge any of its officers or employees or change any of their job
      titles, duties or compensation.

16.   Progressive shall have the unrestricted right to set off against or
      recover out of any bonuses or other sums owed to any participant under the
      Plan any amounts owed by such participant to Progressive.

17.   This Plan supersedes all prior plans, agreements, understandings and
      arrangements regarding bonuses or other cash incentive compensation
      payable or due to any participant from Progressive. Without limiting the
      generality of the foregoing, this Plan supersedes and replaces The
      Progressive Corporation 1997 Executive Bonus Plan, as heretofore in effect
      (the "Prior Plan"), which is and shall be deemed to be terminated as of
      December 31, 1998 (the "Termination Date"); provided, that any bonuses or
      other sums earned under the Prior Plan with respect to any period ended on
      or prior to the Termination Date shall be unaffected by such termination
      and shall be paid to the appropriate participants when and as provided
      thereunder.

18.   This Plan is adopted and, subject to the provisions of Paragraph 12
      hereof, is to be effective, as of January 1, 1999. Subject to the
      provisions of Paragraph 12, this Plan shall be effective for 1999 and for
      each year thereafter unless and until terminated by the Committee.

19.   This Plan shall be interpreted and construed in accordance with the laws
      of the State of Ohio.



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