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Exhibit No. 10(F)

                           THE PROGRESSIVE CORPORATION
                              2003 GAINSHARING PLAN

1.    The Progressive Corporation and its subsidiaries (collectively
      "Progressive" or the "Company") have adopted The Progressive Corporation
      2003 Gainsharing Plan (the "Plan") as part of their overall compensation
      program. The Plan is performance-based and is administered under the
      direction of the Compensation Committee of the Board of Directors of The
      Progressive Corporation (the "Committee").

2.    Plan participants for each Plan year shall be selected by the Committee
      from those officers and regular employees of Progressive who are assigned
      primarily to the Core Business (as defined below), another operating
      business unit or a corporate support function. The gainsharing
      opportunity, if any, for those executive officers who participate in The
      Progressive Corporation 1999 Executive Bonus Plan (as amended) will be
      provided by and be a component of that plan.

3.    Annual Gainsharing Payments under the Plan will be determined by
      application of the following formula:

              Annual      Paid        Target     Performance
           Gainsharing = Earnings x Percentage x  Factor
             Payment

4.    Paid Earnings for any Plan year means the following items paid to a
      participant for the Plan year: (a) regular, vacation, sick, holiday,
      funeral and overtime pay, (b) retroactive payments of any of the foregoing
      items relating to the same Plan year and (c) for the 2003 Plan year only,
      any lump sum merit award for calendar year 2002 performance, which is
      payable in 2003.



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      For purposes of the Plan, Paid Earnings shall not include any short-term
      or long-term disability payments made to the participant, the earnings
      replacement component of any worker's compensation award, any lump sum
      merit award earned for any calendar year after 2002, payments from the
      merit cash pool or any other bonus or incentive compensation awards.

      Notwithstanding the foregoing, if the sum of the regular, vacation, sick,
      holiday and funeral pay received by a participant during a Plan year
      exceeds his/her salary range maximum for the Plan year (determined as of
      the end of the 24th pay period), then his/her Paid Earnings for that Plan
      year shall equal his/her salary range maximum, plus any of the following
      items received by such participant for that Plan year: (a) overtime pay,
      (b) for the 2003 Plan year only, any lump sum merit award for calendar
      year 2002 performance, which is payable in 2003 and (c) retroactive
      payments of regular, vacation, sick, holiday, overtime and funeral pay
      relating to that Plan year.

5.    Target Percentages vary by position. Target Percentages for Plan
      participants typically are as follows:


<TABLE>
<CAPTION>
         ======================================      =============
                       POSITION                         TARGET %
         --------------------------------------      -------------
<S>                                                    <C>
           Senior Executives, Executive Level          40 - 135%
           Managers and Business Leaders
         --------------------------------------      -------------
           Top Managers                                30 - 45%
         --------------------------------------      -------------
           Senior Managers                             20 - 25%
         --------------------------------------      -------------
           Middle Managers                             10 - 20%
         --------------------------------------      -------------
           Senior Professionals and Managers            9 - 15%
         --------------------------------------      -------------
           Professionals and Supervisors                2 - 8%
         ======================================      =============
</TABLE>



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      Target Percentages will be established within the above ranges by, and may
      be changed with the approval of the following officers of The Progressive
      Corporation (collectively, the "Designated Executives"): (a) the Chief
      Executive Officer, and (b) either the Chief Human Resource Officer or the
      Chief Financial Officer. Target Percentages also may be changed from year
      to year by the Designated Executives.

6.    The Performance Factor

      A.    General

            The Performance Factor shall consist of one or more Profitability
            and Growth Components, as described below ("Performance
            Components"). The Performance Components may be weighted to reflect
            the nature of the individual participant's assigned
            responsibilities. The weighting factors may differ among
            participants and will be determined, and may be changed from year to
            year, by or under the direction of the Committee.

      B.    Profitability and Growth Components

            The Profitability and Growth Components measure the overall
            operating performance of Progressive's Core Business (including the
            Agent Business Segment, the Direct Business Segment and the
            Commercial Vehicle Business Segment, but excluding the Diversified
            Businesses Group and Midland Financial Group, Inc.), or a designated
            Business Segment or Sub-Unit thereof, for the Plan year for which an
            Annual Gainsharing Payment is to be made. For purposes of computing
            a Performance Score for these Components, operating performance
            results are measured by one or more Performance Matrices, as
            established by or under the direction of the Committee for the Plan
            year, which assign a Profitability and Growth Performance Score to
            various combinations of profitability (as measured by the Combined
            Ratio)


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            and growth (based on year-to-year change in Net Earned Premiums)
            outcomes.

            For 2003, and for each Plan year thereafter until otherwise
            determined by the Committee, separate Performance Scores will be
            determined, and separate Gainsharing Matrices will be used, for the
            Agent Business Segment, the Direct Business Segment and the
            Commercial Vehicle Business Segment. For purposes hereof, the Agent
            Business Segment includes Agent Auto (including Strategic Alliances
            Agent Auto) and Agent Special Lines. The Direct Business Segment
            includes Auto Pro (including Strategic Alliances Direct Auto),
            Internet and Direct Special Lines. For purposes of this Plan, the
            Diversified Businesses Group's and Midland Financial Group, Inc.'s
            results are excluded from the Agent, Direct and Commercial Vehicle
            Business Segments and, thus, from Core Business results. Net
            operating gains/losses from other Core products, if any, will be
            apportioned among the Agent, Direct and Commercial Vehicle Business
            Segments in accordance with the respective amount(s) of Net Earned
            Premiums generated by such products in each such Business Segment
            and the apportioned gains/losses will be included in the calculation
            of the Combined Ratio.

            The Combined Ratio will be separately determined for each of the
            Agent Business Segment, the Direct Business Segment and the
            Commercial Vehicle Business Segment, and for any designated Sub-Unit
            thereof (e.g., in the Agent Business Segment, performance may also
            be separately measured for each geographic region) using the GAAP
            combined ratio as the measure of profitability. The Combined Ratio
            of each such Business Segment or Sub-Unit will then be matched with
            growth in Net Earned Premiums for such Business Segment or Sub-Unit,
            using the applicable Gainsharing Matrix, to determine a Performance
            Score.



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      C.    Component Weighting

            For most participants, the Performance Factor will be determined
            solely by the performance results for the Core Business, consisting
            of the Agent, Direct and Commercial Vehicle Business Segments. The
            Performance Score for each of the Agent, Direct and Commercial
            Vehicle Business Segments will be separately determined, as
            described above, by application of the appropriate Gainsharing
            Matrix. The resulting Performance Scores for each of the Agent,
            Direct and Commercial Vehicle Business Segments will then be
            assigned and multiplied by a weighting factor (based on the
            percentage of Net Earned Premiums generated by each such Business
            Segment during the Plan year), the weighted Performance Scores will
            be combined and the sum of the weighted Performance Scores will be
            the Performance Score for the Core Business.

            As noted above, for most participants, the Performance Factor will
            be the Performance Score for the Core Business. For certain
            employees designated by or under the direction of the Committee,
            however, the Performance Factor will be based on the Performance
            Scores for both the Core Business, as a whole, and their assigned
            Business Segment. Generally, for these employees, the Performance
            Factor will be based 50% on the Core Business Performance Score and
            50% on their assigned Business Segment's Performance Score. However,
            for those employees assigned principally to the Agent Business
            Segment who are designated by or under the direction of the
            Committee, the Performance Factor will be based 50% on the Core
            Business Performance Score, 25% on the Agent Business Segment
            Performance Score and 25% on the Performance Score for the Agent
            Business Segment in his or her assigned geographic region. With
            respect to those IT Business Leaders selected by the Designated
            Executives, the Performance Factor will be based 75% on the Core
            Business Performance Score and 25% on their assigned Business
            Segment Performance Score.



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            The Performance Score for each Performance Component will be
            multiplied by the assigned weighting factor to produce a Weighted
            Performance Score. The sum of the Weighted Performance Scores equals
            the Performance Factor. The final Performance Factor can vary from 0
            to 2.0, based on actual performance versus the pre-established
            objectives.

7.    Subject to Paragraph 8 below, no later than December 31 of each Plan year,
      each participant will receive an initial payment in respect of his or her
      Annual Gainsharing Payment for that Plan year equal to 75% of an amount
      calculated on the basis of Paid Earnings for the first 24 pay periods of
      the Plan year, estimated earnings for the remainder of the Plan year,
      performance data through the first 11 months of the Plan year (estimated,
      if necessary) and forecasted operating results for the remainder of the
      Plan year. No later than February 15 of the following year, each
      participant shall receive the balance of his or her Annual Gainsharing
      Payment, if any, for such Plan year, based on his or her Paid Earnings and
      performance data for the entire Plan year.

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

8.    Unless otherwise determined by the Committee, and except as expressly
      provided herein, in order to be entitled to receive an Annual Gainsharing
      Payment for any Plan year, the participant must be assigned to the Core
      Business or a participating business unit or support function, and be an
      active employee of the Company, on December 1of the Plan year
      ("Qualification Date"). Individuals who are hired after December 1 of any
      Plan year are not entitled to an Annual Gainsharing Payment for that Plan
      year.



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      Any participant who is on a leave of absence covered by the Family and
      Medical Leave Act of 1993, personal leave of absence with the approval of
      the Company, military leave or short or long-term disability on the
      Qualification Date with respect to any Plan year will be entitled to
      receive an Annual Gainsharing Payment for such Plan year, calculated as
      provided in Paragraphs 3 and 7 above and based on the amount of Paid
      Earnings received by such participant during the Plan year.

      Annual Gainsharing will be net of any legally required deductions for
      federal, state and local taxes and other items.

9.    The right to any Annual Gainsharing Payment hereunder may not be sold,
      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.

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

      The Committee shall 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 hereunder. All such interpretations and determinations
      shall be final and binding on Progressive, all Plan participants and all
      other parties. No such interpretation or determination shall be relied on
      as a precedent for any similar action or decision.

      Unless otherwise determined by the Committee, all of the authority of the
      Committee hereunder (including, without limitation, the authority to
      administer the Plan, select the persons entitled to participate herein,
      interpret the provisions thereof, waive any of the requirements specified
      herein and make determinations hereunder and to select, establish, change
      or modify Performance Components and their respective


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      weighting factors, performance targets and Target Percentages) may be
      exercised by the Designated Executives. In the event of a dispute or
      conflict, the determination of the Committee will govern.

11.   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.

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

13.   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.

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

15.   This Plan supersedes all prior plans, agreements, understandings and
      arrangements regarding bonuses or other cash incentive compensation
      payable to participants by or due from Progressive. Without limiting the
      generality of the foregoing, this Plan supersedes and replaces The
      Progressive Corporation 2002 Gainsharing Plan and the Diversified Business
      Group 2002 Gainsharing Plan, as heretofore in effect (collectively, the
      "Prior Plans"), which are and shall be deemed to be terminated as of
      December 31, 2002 (the "Termination Date"); provided, that any bonuses or
      other sums earned and payable under the Prior Plans with respect to any
      Plan year 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.



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16.   This Plan is adopted, and is to be effective, as of January 1, 2003. This
      Plan shall be effective for 2003 and for each calendar year thereafter
      unless and until terminated by the Committee.

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






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