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Exhibit No. 10(M)

                      NON-QUALIFIED STOCK OPTION AGREEMENT

      This Agreement (the "Agreement") is made as of the ____ day of __________,
200__ between The Progressive Corporation, an Ohio corporation (the "Company"),
and NAME (the "Optionee"). The Company hereby grants Optionee an option (the
"Option") to purchase TOTAL_SHARES Common Shares, $1.00 par value, (the "Common
Shares") of the Company for a purchase price of $_______ per share (the "Option
Price"). The Option has been granted pursuant to The Progressive Corporation
1995 Incentive Plan (the "Plan") and shall include and be subject to all
provisions of the Plan, which are hereby incorporated herein by reference, and
shall be subject to the following provisions of this Agreement:

1.    Term. The Option shall become exercisable, in installments, as follows:

            _____Common Shares may be purchased on or after 1/1/200__ and until
                  12/31/20___, at which date the right to purchase such Common
                  Shares shall expire.

            _____Common Shares may be purchased on or after 1/1/200__ and until
                  12/31/20___, at which date the right to purchase such Common
                  Shares shall expire.

            _____Common Shares may be purchased on or after 1/1/200__ and until
                  12/31/20___, at which date the right to purchase such Common
                  Shares shall expire.

      The dates set forth above on or after which the Option, or any part
      thereof, may be exercised and specified numbers of Common Shares may be
      purchased hereunder are referred to herein as "Vesting Dates" and the
      dates set forth above as of which such stock purchase rights expire are
      referred to herein as "Expiration Dates."

2.    Method of Exercise. Subject to Section 1 above, the Option shall be
      exercisable from time to time by written notice (in form approved or
      furnished by the Company) to the Company which shall:

      (a)   state that the Option is thereby being exercised, the number of
            Common Shares with respect to which the Option is being exercised,
            each person in whose name any certificates for the Common Shares
            should be registered and his or her address and social security
            number;

      (b)   be signed by the person or persons entitled to exercise the Option
            and, if the Option is being exercised by anyone other than the
            Optionee, be accompanied by proof satisfactory to counsel for the
            Company of the right of such person or persons to exercise the
            Option under the Plan and all applicable laws and regulations; and

      (c)   be accompanied by such representations, warranties and agreements,
            in form and substance satisfactory to counsel for the Company, with
            respect to the investment
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            intent of such person or persons exercising the Option as the
            Company may request.

3.    Payment of Price. Upon exercise of the Option, the Company shall deliver a
      certificate or certificates for the Common Shares purchased thereunder to
      the specified person or persons at the specified time upon receipt of the
      full purchase price for such Common Shares: (i) by certified or bank
      cashier's check, or (ii) by any other method of payment or combination
      thereof authorized by the Plan.

4.    Transferability. The Option shall not be transferable by the Optionee
      other than by will or by the laws of descent and distribution. Subject to
      the following sentence, during the lifetime of the Optionee, the Option
      shall be exercisable (subject to any other applicable restrictions on
      exercise) only by the Optionee for his or her own account. Upon the death
      or Disability of the Optionee, the Option shall be exercisable (subject to
      any other applicable restrictions on exercise) only by the Optionee's
      estate (acting through its fiduciary) or by the Optionee's duly authorized
      legal representative, during the period and to the extent authorized in
      the Plan.

5.    Termination of Employment. If the employment of the Optionee by the
      Company (or any of its Subsidiaries or Affiliates) terminates:

      (a)   due to involuntary termination without Cause or, subject to Section
            5(e) hereof, due to retirement (with the employer's approval), the
            Option may be exercised to the extent exercisable at the date of
            such termination, during the lesser of (i) two months after such
            date, or (ii) the balance of the Option's term;

      (b)   due to death or Disability, the provisions of Section 5(b)(6) or
            5(b)(7) of the Plan, as applicable, shall apply;

      (c)   due to resignation by the Optionee (other than by reason of a
            Qualified Retirement, as provided at Section 5(e) below), the
            Optionee may exercise the Option, to the extent of the lesser of (A)
            the number of Common Shares as to which the Option is exercisable on
            the date the Optionee ceases to be an employee or (B) the number of
            Common Shares as to which the Option was exercisable ninety days
            prior to such date, reduced by any Common Shares acquired by
            exercise of the Option within such ninety day period, at any time
            within two (2) months after the date on which the Optionee ceases to
            be an employee (but in no event after expiration of the original
            term of the Option) and the Option shall not be or become
            exercisable as to any additional Common Shares after the date that
            the Optionee ceases to be an employee;

      (d)   due to termination for Cause, the Option and all rights to purchase
            Common Shares thereunder shall immediately terminate; and
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      (e)   due to a Qualified Retirement (as defined below), the following
            provisions shall apply (subject in all cases to Section 5(e)(v)
            hereof):

            (i)   if and to the extent that any Option Installment (as defined
                  below) has vested and is exercisable as of the Qualified
                  Retirement Date (as defined below), such Option Installment
                  shall not terminate upon the retirement of the Optionee, but
                  may be exercised by the Optionee, in whole or in part, at any
                  time between the Qualified Retirement Date and the Expiration
                  Date applicable thereto;

            (ii)  subject to Section 5(e)(iii) hereof, if and to the extent that
                  any Option Installment is not vested and exercisable as of the
                  Qualified Retirement Date, such Option Installment (A) shall
                  remain in effect with respect to fifty percent (50%) of the
                  Common Shares covered thereby and, as to such Common Shares,
                  shall vest and become exercisable on the Vesting Date
                  applicable thereto and may be exercised by the Optionee, in
                  whole or in part, at any time between the Vesting Date and
                  Expiration Date applicable thereto, and (B) shall terminate,
                  effective as of the Qualified Retirement Date, with respect to
                  the remaining fifty percent (50%) of the Common Shares covered
                  by such Option Installment;

            (iii) notwithstanding Section 5(e)(ii) above, if and to the extent
                  that any Option Installment is not vested and exercisable as
                  of the Qualified Retirement Date, but has a Vesting Date which
                  is no later than four (4) months after the Qualified
                  Retirement Date, then, notwithstanding the Optionee's
                  retirement, the Option Installment which is scheduled to vest
                  on such Vesting Date shall remain in effect, shall vest on
                  such Vesting Date and may be exercised by the Optionee, in
                  whole or in part, at any time between such Vesting Date and
                  the applicable Expiration Date;

            (iv)  if the Optionee dies after the date of his or her retirement
                  and has not exercised the Option, in whole or in part, prior
                  to his or her death, the Optionee's estate shall have the
                  right to exercise the Option as to (A) all Common Shares, if
                  any, as to which the Option has vested and is exercisable as
                  of the date of the Optionee's death, plus (B) the additional
                  Common Shares, if any, as to which the Option would have
                  become exercisable within one (1) year from the date of the
                  Optionee's death pursuant to Sections 5 (e)(ii) and/or (iii)
                  hereof, as applicable, but for the death of the Optionee, at
                  any time during the one (1) year period beginning on the date
                  of the Optionee's death (or such other period as the Committee
                  may specify), and the balance of the Option shall terminate as
                  of the date of the Optionee's death;
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            (v)   if the Committee determines that the Optionee is or has
                  engaged in any Disqualifying Activity (as defined below), then
                  (1) to the extent that the Option has vested and is
                  exercisable as of the Disqualification Date (as defined
                  below), the Optionee shall have the right to exercise the
                  Option during the lesser of two months from the
                  Disqualification Date or the balance of the Option's term and
                  (2) to the extent that the Option is not vested and
                  exercisable as of the Disqualification Date, the Option shall
                  terminate as of such date. Any determination by the Committee,
                  which may act upon the recommendation of the Chief Executive
                  Officer or other senior officer of the Company, that the
                  Optionee is or has engaged in any Disqualifying Activity, and
                  as to the Disqualification Date, shall be final and
                  conclusive.

            (vi)  As used in this Section 5(e), the following terms are defined
                  as follows:

                  (A)   Qualified Retirement - any termination of the Optionee's
                        employment with the Company or its Subsidiaries for any
                        reason (other than death, Disability or an involuntary
                        termination for Cause) if, at or immediately prior to
                        the date of such termination, the Optionee satisfies
                        both of the following conditions:

                        (1)   the Optionee shall be 55 years of age or older;
                              and

                        (2)   the sum of the Optionee's age and completed years
                              of service as an employee of the Company or its
                              Subsidiaries (disregarding fractions, in both
                              cases) shall total 70 or more.

                  (B)   Qualified Retirement Date - the date as of which the
                        Optionee's employment with the Company or its
                        Subsidiaries shall terminate pursuant to a Qualified
                        Retirement.

                  (C)   Disqualifying Activity - means and includes each of the
                        following acts or activities:

                        (1)   directly or indirectly serving as a principal,
                              shareholder, partner, director, officer, employee
                              or agent of, or as a consultant, advisor or in any
                              other capacity to, any business or entity which
                              competes with the Company or its Subsidiaries in
                              any business or activity then conducted by the
                              Company
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                              or its Subsidiaries to an extent deemed material
                              by the Committee; or

                        (2)   any disclosure by the Optionee, or any use by the
                              Optionee for his or her own benefit or for the
                              benefit of any other person or entity (other than
                              the Company or its Subsidiaries), of any
                              confidential information or trade secret of the
                              Company or its Subsidiaries to an extent deemed
                              material by the Committee; or

                        (3)   any material violation of any of the provisions of
                              the Company's Code of Conduct or any agreement
                              between the Optionee and the Company; or

                        (4)   making any other disclosure or taking any other
                              action which is determined by the Committee to be
                              materially detrimental to the business, prospects
                              or reputation of the Company or its Subsidiaries.

                        The ownership of less than 2% of the outstanding voting
                        shares of a publicly traded corporation which competes
                        with the Company or its Subsidiaries shall not
                        constitute a Disqualifying Activity.

                  (D)   Disqualification Date - the date of any determination by
                        the Committee that the Optionee is or has engaged in any
                        Disqualifying Activity.

                  (E)   Option Installment - if the Option consists of multiple
                        awards, each with a separate Vesting Date and/or
                        Expiration Date, any one of such awards.

6.    Restrictions on Exercise. The Option is subject to all restrictions set
      forth in this Agreement or in the Plan. As a condition to any exercise of
      the Option, the Company may require the Optionee or his/her successor to
      make any representation or warranty to comply with any applicable law or
      regulation or to confirm any factual matters requested by counsel for the
      Company.

7.    Taxes. The Optionee hereby agrees that he or she shall pay to the Company,
      in cash, any federal, state and local taxes or other items of any kind
      required by law to be withheld with respect to the Option granted to him
      or her hereunder. If the Optionee does not make such payment to the
      Company, the Company shall have the right to deduct from any payment of
      any kind otherwise due to the Optionee from the Company (or from any
      Subsidiary or Affiliate of the Company), any federal, state and local
      taxes or other items of any kind required by law to be
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      withheld with respect to the Option, the exercise thereof or the Common
      Shares to be purchased by the Optionee under this Agreement. The Option
      shall not be treated as an incentive stock option under Section 422 or any
      successor Section thereto of the Internal Revenue Code of 1986, as
      amended.

8.    Definitions. Unless otherwise defined in this Agreement, capitalized terms
      will have the same meanings given them in the Plan.

                                          THE PROGRESSIVE CORPORATION



DATE OF GRANT:    __________, 200_        BY:_______________________________
                                             Charles E. Jarrett, Secretary
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                             ACCEPTANCE OF AGREEMENT

      The Optionee hereby: (a) acknowledges receiving a copy of the Plan
Description dated November 6, 1997 (the "Plan Description") relating to the
Plan, and represents that he or she is familiar with all of the material
provisions of the Plan, as set forth in the Plan Description; (b) accepts this
Agreement and the Option granted to him or her under this Agreement subject to
all provisions of the Plan and this Agreement; and (c) agrees to accept as
binding, conclusive and final all decisions or interpretations of the Committee
relating to the Plan, this Agreement or the Option granted hereunder.

                              Optionee:   __________________________


                              Date:       ____________________, 200__