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Exhibit No. 10(P)








                      THE PROGRESSIVE CORPORATION EXECUTIVE
                           DEFERRED COMPENSATION PLAN

                   (JANUARY 1, 1997 AMENDMENT AND RESTATEMENT)
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                                TABLE OF CONTENTS

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                                     ARTICLE 14
                                     DEFINITIONS
     1.1  "Affiliated Company"                                       1
     1.2  "Annual Deferral Account" or "Account"                     1
     1.3  "Beneficiary"                                              1
     1.4  "Change in Control"                                        1
     1.5  "Code"                                                     1
     1.6  "Committee"                                                1
     1.7  "Company"                                                  1
     1.8  "Company Stock Fund"                                       1
     1.9  "Deduction Limitation"                                     1
     1.10 "Deferral Agreement"                                       2
     1.11 "Deferral"                                                 2
     1.12 "Disabled" and "Disability"                                2
     1.13 "Distribution Event"                                       2
     1.14 "Eligible Executive"                                       2
     1.15 "ERISA"                                                    2
     1.16 "Fixed Deferral Period"                                    2
     1.17 "Fixed Income Fund"                                        2
     1.18 "Gainsharing Award"                                        2
     1.19 "Investment Fund"                                          2
     1.20 "Participant"                                              2
     1.21 "Plan"                                                     2
     1.22 "Plan Year"                                                3
     1.23 "Termination of Employment"                                3
     1.24 "Stock"                                                    3
     1.25 "Trust"                                                    3
     1.26 "Trust Agreement"                                          3
     1.27 "Trustee"                                                  3
     1.28 "Valuation Date"                                           3
     1.29 "Withdrawal Amount"                                        3

                                     ARTICLE 2
                          DEFERRAL OF GAINSHARING AWARDS

     2.1   Method of Deferral                                        3
     2.2   Deferral Agreement Provisions                             3
     2.3   Fixed Deferral Periods                                    4

                                     ARTICLE 3
                            DISTRIBUTIONS AND WITHDRAWALS

     3.1   Date of Distribution                                      4
     3.2   Method of Distribution                                    4
     3.3   Amount of Distribution                                    5
     3.4   Form of Distribution                                      5
     3.5   Withdrawal Election                                       5
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                                     ARTICLE 4
                                     ACCOUNTS

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     4.1   Establishment of Annual Deferral Accounts                 5
     4.2   Initial Investment of Accounts                            5
     4.3   Valuation of Investment Funds                             6
     4.4   Valuation of Accounts                                     6
     4.5   Nature of Accounts                                        6
     4.6   Account Statements                                        6

                                     ARTICLE 5
                                  INVESTMENT FUNDS

     5.1   Investment Funds                                          7
     5.2   Investment Elections of Participants                      7
     5.3   Transfers                                                 7
     5.4   Nature of Investment Funds                                7
     5.5   Liquidation of Investment Funds                           7

                                     ARTICLE 6
                                      TRUST

     6.1   Establishment of Trust                                    8

                                     ARTICLE 7
                          PLAN OPERATION AND ADMINISTRATION

     7.1   Powers of Committee                                       8
     7.2   Nondiscriminatory Exercise of Authority                   9
     7.3   Reliance on Tables, etc                                   9
     7.4   Indemnification                                           9
     7.5   Notices to Committee                                      9

                                     ARTICLE 8
                                CLAIMS PROCEDURES

     8.1   Establishment of Claims Procedures                        9
     8.2   Claims Denials                                            9
     8.3   Appeals of Denied Claims                                 10
     8.4   Review of Appeals                                        10

                                     ARTICLE 9
                       AMENDMENT AND TERMINATION OF THE PLAN

     9.1   Amendment                                                10
     9.2   Termination                                              10
     9.3   Liquidation of the Trust                                 11
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                                     ARTICLE 10
                               MISCELLANEOUS PROVISIONS

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     10.1  Headings                                                 11
     10.2  Plan Not Contract of Employment                          11
     10.3  Severability                                             11
     10.4  Prohibition on Assignment                                11
     10.5  Number and Gender                                        12
     10.6  Governing Law                                            12
     10.7  Satisfaction of Claims                                   12
     10.8  No Warranties                                            12
     10.9  Tax Withholding                                          12
     10.10 Facility of Payment                                      12
     10.11 Repayment of Gainsharing Awards                          12
     10.12 Stock Subject to the Plan                                12
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                      THE PROGRESSIVE CORPORATION EXECUTIVE
                           DEFERRED COMPENSATION PLAN
                   (JANUARY 1, 1997 AMENDMENT AND RESTATEMENT)

WHEREAS, The Progressive Corporation maintains The Progressive Corporation
Executive Deferred Compensation Plan pursuant to a plan document dated December
28, 1994; and,

WHEREAS, it is desired to amend and restate the Plan;

NOW, THEREFORE, effective January 1, 1997, the Plan is hereby amended and
restated in its entirety to provide as follows:

                                    ARTICLE 1
                                   DEFINITIONS

1.1      "Affiliated Company" means any corporation included in the affiliated
         group of corporations as defined in Section 1504 of the Code
         (determined without regard to 1504(b)) of which the Company is the
         common parent corporation.

1.2      "Annual Deferral Account" or "Account" shall have the meaning set forth
         in Section 4.1.

1.3      "Beneficiary" means such person(s) as the Participant has designated. A
         Participant may change his Beneficiary designation at any time. All
         Beneficiary designations (including changes) shall be made in writing
         on such forms as the Committee shall prescribe, and shall become
         effective only when received and accepted by the Committee; provided,
         however, that a Beneficiary designation (including a change) received
         by the Committee after the designating Participant's death shall be
         disregarded. In the absence of a Beneficiary designation, or if the
         designated Beneficiary is no longer living or in existence at the time
         of the Participant's death, all distributions payable from the Plan
         upon the Participant's death shall be paid to the Participant's estate.

1.4      "Change in Control" means a "Change in Control" or "Potential Change in
         Control" within the meaning of The Progressive Corporation 1989
         Incentive Plan (amended and restated as of April 24, 1992 and as
         further amended as of July 1, 1992 and February 5, 1993).

1.5      "Code" means the Internal Revenue Code of 1986, as amended.

1.6      "Committee" means the Executive Compensation Committee of the Board of
         Directors of the Company, or any successor committee.

1.7      "Company" means The Progressive Corporation, an Ohio corporation, or
         its successors.

1.8      "Company Stock Fund" means an Investment Fund consisting of Stock.
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1.9      "Deduction Limitation" means the following described limitation on a
         payment that may otherwise be distributable under the Plan. If the
         Committee determines in good faith prior to a Change in Control that
         there is a reasonable likelihood that any compensation paid to a
         Participant for a taxable year of the Company would not be deductible
         by the Company solely by reason of the limitation under Code Section
         162(m), then to the extent deemed necessary by the Committee to ensure
         that the entire amount of any distribution to the Participant pursuant
         to this Plan prior to a Change in Control is deductible, the Committee
         may elect to defer all or any portion of a distribution under this
         Plan. Any amounts deferred pursuant to this limitation shall continue
         to be deemed to be invested as provided in Article 5. The amounts so
         deferred (subject to investment gains and losses) shall be distributed
         to the Participant or his or her Beneficiary (if the Participant dies)
         at the earliest possible date, as determined by the Committee in good
         faith, on which the deductibility of compensation paid or payable to
         the Participant for the taxable year of the Company during which the
         distribution is made will not be limited by Code Section 162(m), or, if
         earlier, upon a Change in Control. Notwithstanding anything to the
         contrary in this Plan, the Deduction Limitation shall not apply to any
         distributions made after a Change in Control.

1.10     "Deferral Agreement" means a written agreement entered into by an
         Eligible Executive pursuant to Article 2.

1.11     "Deferral" means an amount credited to an Annual Deferral Account
         pursuant to a Deferral Agreement.

1.12     "Disabled" and "Disability" means that a Participant is expected to be
         unable to perform the duties of his usual occupation for at least
         twelve (12) consecutive months, as determined by the Committee.

1.13     "Distribution Event" means, as to each Participant, the earliest of the
         following events:

         (i)      the Participant's death;

         (ii)     the Participant's Termination of Employment; or

         (iii)    Change in Control.

1.14     "Eligible Executive" means any executive of the Company or any
         Affiliated Company who is designated in writing as an Eligible
         Executive by the Committee, excluding, however, individuals who are not
         residents of the United States or are not working at a location in the
         United States.

1.15     "ERISA" means the Employee Retirement Income Security Act of 1974, as
         amended.

1.16     "Fixed Deferral Period" shall have the meaning set forth in Section
         2.3.

1.17     "Fixed Income Fund" means the Vanguard Money Market Reserves - Prime
         Portfolio or such other Investment Fund as may be designated by the
         Committee as the Fixed Income Fund within the meaning of the Plan.

1.18     "Gainsharing Award" means any bonus or other incentive award payable
         with respect to a Plan Year under The Progressive Corporation 1997
         Executive Bonus Plan, The Progressive Corporation 1997 Gainsharing Plan
         or any other plan or program as may be designated by the Committee.
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1.19     "Investment Fund" means a device established from time to time by the
         Committee pursuant to Section 5.1 that is used to calculate gains and
         losses in amounts deferred by Participants under the Plan.

1.20     "Participant" means an Eligible Executive who has deferred receipt of a
         portion of any Gainsharing Award pursuant to a Deferral Agreement.
         Participation shall begin on the date that a Deferral Account is
         established in the name of the Participant and shall end on the date
         that the Participant dies or receives a distribution of the balance of
         all his Deferral Accounts.

1.21     "Plan" means The Progressive Corporation Executive Deferred
         Compensation Plan (January 1, 1997 Amendment and Restatement), as set
         forth herein and as it may be amended from time to time.

1.22     "Plan Year" means 1997 and each subsequent calendar year.

1.23     "Termination of Employment" means the voluntary or involuntary
         cessation of a Participant's active employment with the Company and all
         Affiliated Companies as a result of any reason other than death,
         Disability and approved leave of absence.

1.24     "Stock" means the Common Shares, $1.00 par value, of the Company.

1.25     "Trust" shall mean the trust maintained pursuant to the Trust Agreement
         and known as The Progressive Corporation Executive Deferred
         Compensation Trust.

1.26     "Trust Agreement" shall mean the agreement of trust between the Company
         and the Trustee executed in furtherance of the Plan, as the same may be
         amended from time to time.

1.27     "Trustee" shall mean the person selected from time to time by the
         Company to serve as trustee under the Trust Agreement.

1.28     "Valuation Date" shall mean each day that the New York Stock Exchange
         is open for trading.

1.29     "Withdrawal Amount" shall have the meaning provided in Article 3.


                                    ARTICLE 2
                         DEFERRAL OF GAINSHARING AWARDS

2.1      Method of Deferral.

         Each Eligible Executive may elect to defer receipt of all or a portion
         of his/her Gainsharing Award in respect of any Plan Year in excess of
         applicable tax withholding and other deductions required to be made in
         respect of the Gainsharing Award by signing a Deferral Agreement and
         delivering it to the Committee. If a Gainsharing Award is payable in
         installments, each installment, whether or not payable in the same Plan
         Year, shall be subject to the same Deferral Agreement.

2.2      Deferral Agreement Provisions.

         Each Deferral Agreement must satisfy all of the following requirements:

         (a)      it must be in writing and be in the form specified by the
                  Committee;
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         (b)      it must be irrevocable;

         (c)      it must apply to only one Gainsharing Award;

         (d)      it must be signed by the Eligible Executive making the
                  Deferral and be delivered to the Committee prior to the Plan
                  Year in which the applicable Gainsharing Award will be earned;

         (e)      it must specify the percentage of the Eligible Executive's
                  Gainsharing Award to be deferred, which percentage shall not
                  be less than ten percent (10%). The same deferral percentage
                  shall apply to each installment of a Gainsharing Award covered
                  by the Deferral Agreement. However, a Deferral Agreement may
                  provide for the deferral of a percentage of that portion of a
                  Gainsharing Award that exceeds a specified gross dollar
                  amount, which percentage shall not be less than ten percent
                  (10%). Notwithstanding the preceding provisions of this
                  Section 2.2(e), no Deferral shall be less than such dollar
                  amount as the Committee may specify from time to time. All
                  Deferrals shall be reduced by applicable tax withholding and
                  other legally required deductions;

         (f)      it must specify whether the balance of the Annual Deferral
                  Account to be established pursuant to that Deferral Agreement
                  will be distributed in a lump sum, in three (3) annual
                  installments or in five (5) annual installments; and

         (g)      it must contain such other provisions, conditions and
                  limitations as may be required by the Company or the
                  Committee.

2.3      Fixed Deferral Periods.

         If an Eligible Executive wishes to defer receipt of all or a portion of
         any Gainsharing Award for a fixed period of time ("Fixed Deferral
         Period"), then his/her Deferral Agreement relating to such Gainsharing
         Award shall specify that Fixed Deferral Period, which shall not be less
         than three (3) years following the end of the Plan Year in which the
         Gainsharing Award will be earned.

                                    ARTICLE 3
                          DISTRIBUTIONS AND WITHDRAWALS

3.1      Date of Distribution.

         The balance of each Annual Deferral Account of a Participant shall be
         distributed within thirty (30) days following the earlier of (i) the
         date a Distribution Event occurs, (ii) the date on which the Fixed
         Deferral Period, if any, applicable to such Account expires, or (iii)
         the date, if any, selected by the Company, in its sole discretion,
         pursuant to Section 9.2. The Committee, in its sole discretion, may
         also permit the balance of all of a Participant's Annual Deferral
         Accounts to be distributed at any time following the date the
         Participant is determined by the Committee to be Disabled. If the
         Committee approves such a Disability distribution, no further Deferrals
         shall be made with respect to the Disabled Participant following the
         date of the Committee's approval, and each Deferral Agreement to which
         such Participant is a party shall be of no further effect.

3.2      Method of Distribution.

         Each distribution of the balance of an Annual Deferral Account made on
         account of the Participant's death shall be made to the Participant's
         Beneficiary. Each distribution made on account of the Participant's
         death, termination of the Plan or a Change in Control shall be paid in
         a
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         lump sum. Each distribution made on account of the Participant's
         Termination of Employment or expiration of a Fixed Deferral Period
         shall be paid in either a lump sum or installments, as specified in the
         applicable Deferral Agreement. Each distribution made on account of the
         Participant's Disability shall be paid in either a lump sum or
         installments, as determined by the Committee in its sole discretion. If
         a Participant elects to receive (or, in the case of Disability, begins
         receiving) payment in installments and dies prior to payment of all
         installments, the balance remaining unpaid at his/her death shall be
         paid to his/her Beneficiary in a lump sum. Installment payments shall
         be paid annually for three (3) years or five (5) years, as specified in
         the applicable Deferral Agreement. Notwithstanding the preceding
         provisions of this Section 3.2, a Participant may elect to change the
         method of distribution elected in respect of any distribution to be
         made on account of Termination of Employment or expiration of a Fixed
         Deferral Period to any of the three permissible options (lump sum,
         installments over three (3) years, installments over five (5) years).
         Each such change must be made in writing on such forms as the Committee
         shall specify and must be delivered to the Committee at least one (1)
         year prior to Termination of Employment or expiration of the Fixed
         Deferral Period.

3.3      Amount of Distribution.

         The amount of each lump sum payment shall be equal to the balance of
         the Annual Deferral Account, as of the Valuation Date immediately
         preceding the date of distribution. The amount of each installment
         payment shall be equal to the balance of the Annual Deferral Account as
         of the Valuation Date immediately preceding the date of payment
         multiplied by a fraction, the numerator of which is one and the
         denominator of which is the number of years remaining in the period
         over which installments are to be paid. Installment distributions to be
         made in Stock shall be rounded to the nearest whole share.
         Notwithstanding anything in the Plan to the contrary, all
         distributions, except those made on account of a Change in Control, are
         subject to the Deduction Limitation.

3.4      Form of Distribution.

         All distributions shall be made in cash, except that a distribution
         representing amounts invested in the Company Stock Fund shall be made
         in Stock.

3.5      Withdrawal Election.

         A Participant may elect at any time to withdraw all of his/her Annual
         Deferral Account balances, less a withdrawal penalty equal to 10% of
         such amount (the net amount shall be referred to as the "Withdrawal
         Amount"). This election can be made at any time before or after
         Disability, death or Termination of Employment, and whether or not the
         Participant is in the process of being paid pursuant to an installment
         payment schedule. No partial withdrawals of the Withdrawal Amount shall
         be allowed. The Withdrawal Amount shall be paid in a lump sum, except
         to the extent the Deduction Limitation requires otherwise. The
         Participant shall make a withdrawal election by giving the Committee
         advance written notice of the election in a form specified by the
         Committee. The election shall be irrevocable. The Participant shall be
         paid (or, if the Deduction Limitation applies, commence to be paid) the
         Withdrawal Amount within 30 days after the Committee's receipt of
         his/her election. Once the Withdrawal Amount is paid, or commences to
         be paid, the Participant's participation in the Plan shall terminate
         and the Participant shall not be eligible to participate in the Plan
         thereafter. If the Deduction Limitation applies, the entire balance of
         all of the Participant's Annual Deferral Accounts shall be reduced by
         the 10% withdrawal penalty effective on the date that payment of the
         Withdrawal Amount is to commence, even though final payment of the last
         portion of the Withdrawal Amount will not be made until permitted by
         the Deduction Limitation provisions. Any portion of the Withdrawal
         Amount not paid immediately shall continue to be deemed to be invested
         as provided in Article 5. If a Participant dies prior to payment of any
         portion of a Withdrawal Amount, the remaining portion shall be paid to
         his/her Beneficiary in a lump sum, subject to the Deduction Limitation.
         The provisions of Section 3.4 shall apply to all withdrawals under this
         Section 3.5.
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                                    ARTICLE 4
                                    ACCOUNTS

4.1      Establishment of Annual Deferral Accounts.

         The Committee shall establish an Annual Deferral Account in the name of
         each Participant for each Gainsharing Award, or portion thereof, that
         is the subject of a Deferral Agreement. Such Account shall be
         established as of the first date that such Gainsharing Award or portion
         otherwise would have been paid to the Participant. Each Annual Deferral
         Account shall be credited with the deferred portion of such Gainsharing
         Award. Thereafter, all Annual Deferral Accounts shall be valued and
         administered as provided in this Article.

4.2      Investment of Accounts.

         All credits to an Annual Deferral Account of a Participant shall be
         deemed to be invested in such Investment Funds as the Participant shall
         elect from time to time in accordance with Article 5. The number of
         shares of Stock to be credited to a Participant's Account by virtue of
         a Participant's election to invest a portion of a Deferral in the
         Company Stock Fund shall be determined on the date of the Deferral,
         based on the closing price of Stock on the immediately preceding
         Valuation Date as quoted in the New York Stock Exchange composite
         trading. However, the amount of a Deferral otherwise elected by the
         Participant to be invested in the Company Stock Fund shall be reduced
         to the extent necessary to insure that only whole shares of Stock are
         credited and an amount corresponding to any fractional shares shall be
         invested in the Fixed Income Fund.

4.3      Valuation of Investment Funds.

         As of each Valuation Date, the Trustee shall compute the value of each
         Investment Fund from which shall be determined the net gain or loss of
         such Investment Fund since the immediately preceding Valuation Date.
         The net gain or loss shall include any unrealized and realized profits
         and losses, and any dividends, interest or other income and any
         expenses which are due or accrued, but shall not include distributions
         from such Investment Fund or dividends transferred to the Fixed Income
         Fund pursuant to the following sentence. Notwithstanding the preceding
         provisions of this Section, any cash dividends paid in respect of Stock
         shall not be considered part of the gain of the Company Stock Fund;
         instead, those dividends shall be considered as having been transferred
         to the Fixed Income Fund as of the date such dividends are paid. In
         determining the value of each Investment Fund, the Trustee shall use
         the following values: securities listed on any nationally recognized
         securities exchange shall be valued at the closing price reported on
         any such exchange on the Valuation Date, or, if there were no sales on
         the Valuation Date, then at the quoted bid price on the Valuation Date.
         Securities not listed on a recognized securities exchange shall be
         valued at the quoted closing bid price on the Valuation Date. A unit of
         participation in a common trust fund maintained by the Trustee or a
         share in a mutual fund shall be valued at the unit value, or share
         price respectively, in effect at the close of business on the Valuation
         Date. Securities with respect to which there were no available sale
         prices or bid prices on the Valuation Date, and any other investments,
         shall be valued at prices deemed by the Trustee to represent the fair
         market value thereof on the Valuation Date.

4.4      Valuation of Accounts.

         As of each Valuation Date, the net gain or loss of each Investment Fund
         shall be allocated among the appropriate Annual Deferral Accounts in
         accordance with such procedures as the Committee shall establish, which
         procedures shall apply uniformly to all Participants.
<PAGE>
4.5      Nature of Accounts.

         All credits to each Annual Deferral Account of each Participant shall
         be recorded as a liability on the books of the Company. However, no
         Participant or Beneficiary shall have any proprietary rights of any
         nature with respect to any Account of any Participant or with respect
         to any funds, securities or other property owned by the Company or any
         Affiliated Company that is held in the Trust or that otherwise may be
         represented from time to time by Investment Funds. All payments under
         the Plan shall be made from the Trust or from the Company's general
         funds and in no event shall any Participant or Beneficiary have any
         claims or rights to any payment hereunder that are superior to any
         claims or rights of any general creditor of the Company.

4.6      Account Statements.

         The Committee will furnish each Participant with quarterly statements
         of the value of each of his/her Annual Deferral Accounts.

                                    ARTICLE 5
                                INVESTMENT FUNDS

5.1      Investment Funds.

         The Committee shall establish and maintain the Company Stock Fund and
         such other Investment Funds as are specified from time to time by the
         Company. In this regard, the Company may choose to offer as Investment
         Funds any investment vehicles, including without limitation: (i)
         securities issued by investment companies advised by affiliates of the
         Trustee, (ii) guaranteed investment contracts recommended by the
         Trustee, and (iii) collective investment trusts maintained by the
         Trustee.

5.2      Investment Elections of Participants.

         Each Participant shall make an investment election in the manner
         prescribed by the Committee, directing the manner in which his/her
         Deferrals shall be deemed to be invested. Each investment election must
         be made in writing at the time the applicable Deferral Agreement is
         signed and may be changed upon written notice to the Committee at least
         five (5) business days prior to the deemed deposit of the applicable
         Deferral into one or more Investment Funds. Each Participant may make a
         separate investment election for each of his/her Annual Deferral
         Accounts. Each investment election shall specify that Deferrals shall
         be deemed to be deposited in one or more of the Investment Funds in
         percentages that are each an integral multiple of 1% and that in the
         aggregate equal 100% of the Deferral.

5.3      Transfers. Amounts deemed to be invested in an Investment Fund pursuant
         to this Section may be transferred to another Investment Fund in
         accordance with such procedures and limitations as the Committee shall
         prescribe. The procedures and limitations prescribed by the Committee
         may include, without limitation, provisions which (i) limit transfers
         to specified dollar amounts or percentages (ii) limit the number of
         transfers that each Participant may make each Plan year (iii) limit the
         dates as of which transfers may become effective and (iv) impose
         waiting periods or other restrictions in connection with multiple
         transfers in and out of the same Investment Fund. All such procedures
         and limitations shall apply uniformly to similarly situated
         Participants.
<PAGE>
5.4      Nature of Investment Funds.

         Notwithstanding anything in the Plan, Trust or any Deferral Agreement
         to the contrary, no Participant shall have any rights or interests in
         any particular funds, securities or property of the Company, any
         Affiliated Company or the Trust, or in any investment vehicle in which
         Deferrals are deemed to be invested, by virtue of any investment
         election made by the Participant under the Plan or any transactions
         engaged in by the Trust. Each Annual Deferral Account, however, shall
         be credited/charged in accordance with Article 4 with gains/losses as
         if the Participant in fact had made a corresponding actual investment.

5.5      Liquidation of Investment Funds.

         If any Investment Fund is liquidated or otherwise ceases to exist
         without a successor, then that portion of each Account balance that
         previously has been deemed to have been invested in that Investment
         Fund shall be deemed to have been transferred to an Investment Fund
         consisting of money market instruments, or, if none, such other
         Investment Fund selected by the Committee.

                                    ARTICLE 6
                                      TRUST

6.1      Establishment of Trust.

         The Company shall establish and maintain a Trust to provide a source of
         funds to assist the Company in meeting its liabilities under the Plan.
         Within thirty (30) days following the end of each Plan Year ending
         after the Trust has become irrevocable pursuant to the Trust Agreement,
         the Company shall be required to irrevocably deposit additional cash or
         other property to the Trust in an amount sufficient to pay each
         Participant or Beneficiary the benefits payable pursuant to the terms
         of the Plan as of the close of that Plan year.

         The principal of the Trust, and any earnings thereon, shall be held
         separate and apart from other funds of Company and shall be used
         exclusively for the uses and purposes of Plan Participants and general
         creditors of the Company as set forth herein and in the Trust
         Agreement. Plan Participants and their Beneficiaries shall have no
         preferred claim on, or any beneficial ownership interest in, any assets
         of the Trust. Any rights created under the Plan and the Trust Agreement
         shall be mere unsecured contractual rights of Plan Participants and
         their Beneficiaries against Company. Any assets held by the Trust will
         be subject to the claims of the Company's general creditors under
         federal and state law in the event of Insolvency, as defined in the
         Trust Agreement. All assets deposited in the Trust shall be held,
         administered and distributed by the Trustee in accordance with the
         Trust Agreement. The Company shall pay directly, or reimburse the
         Trustee for, all taxes due in respect of any income or gains on Trust
         assets.

                                    ARTICLE 7
                        PLAN OPERATION AND ADMINISTRATION

7.1      Powers of Committee.

         The Committee will have full power to administer the Plan. Such power
         includes, but is not limited to, the following authority:

         (a)      to make and enforce such rules and regulations as it deems
                  necessary or proper for the efficient administration of the
                  Plan;
<PAGE>
         (b)      to interpret the Plan and to decide all matters arising
                  thereunder, including the right to resolve or remedy any
                  ambiguities, inconsistencies or omissions. All such
                  interpretations shall be final and binding on all parties;

         (c)      to compute the amounts payable to any Participant or
                  Beneficiary or other person in accordance with the provisions
                  of the Plan;

         (d)      to authorize disbursements from the Trust or the Plan;

         (e)      to keep such records and submit such filings, elections,
                  applications, returns or other documents or forms as may be
                  required under ERISA, the Code or other applicable law;

         (f)      to appoint such agents, counsel, accountants and consultants
                  as may be desirable to assist in administering the Plan;

         (g)      To exercise the other powers that are expressly granted to it
                  herein, or that are impliedly necessary for it to carry out
                  any of its responsibilities hereunder; and

         (h)      by written instrument, to delegate any of the foregoing
                  powers.

7.2      Nondiscriminatory Exercise of Authority.

         The Committee shall exercise its authority in a nondiscriminatory
         manner so that all persons similarly situated will receive
         substantially the same treatment.

7.3      Reliance on Tables, etc.

         The Committee will be entitled, to the extent permitted by law, to rely
         conclusively on all tables, valuations, certificates, opinions and
         reports which are furnished by any accountant, Trustee, counsel or
         other expert retained by the Committee to assist it in administering
         the Plan.

7.4      Indemnification.

         In addition to whatever rights of indemnification to which employees,
         officers and directors of the Company and the Affiliated Companies may
         be entitled under the articles of incorporation, regulations or bylaws
         of the Company or the Affiliated Companies, under any provision of law,
         or under any other agreement, the Company shall satisfy any liabilities
         actually and reasonably incurred by any such employee, officer or
         director, including expenses, attorneys' fees, judgments, fines and
         amounts paid in settlement, in connection with any threatened, pending,
         or completed action, suit, or proceeding which is related to the
         exercise or failure to exercise by such person or persons of any of the
         powers, authority, responsibilities, or discretion of the Company, the
         Affiliated Companies or the Committee provided under the Plan or the
         Trust Agreement, or reasonably believed by such person or persons to be
         provided thereunder, and any action taken by such person or persons in
         connection therewith.

7.5      Notices to Committee.

         The Committee shall designate one or more addresses to which notices
         and other communications to the Committee shall be sent. No notice or
         other communication shall be considered to have been given to or
         received by the Committee until it has been delivered to the
         Committee's attention at one of such designated addresses.
<PAGE>
                                    ARTICLE 8
                                CLAIMS PROCEDURES

8.1      Establishment of Claims Procedures.

         The Committee shall establish reasonable procedures under which a
         claimant, who may be a Participant or Beneficiary, may present a claim
         for benefits under this Plan.

8.2      Claims Denials.

         Unless such claim is allowed in full by the Committee, 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 proper written
         notice to the claimant is given prior to the expiration of the initial
         ninety (90) day period) setting forth the following in a manner
         calculated to be understood by the claimant:

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

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

         (c)      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; and

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

8.3      Appeals of Denied Claims.

         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 Committee for a review of such denial. The claimant or his/her
         representative may review documents held by the Committee and pertinent
         to the denial of such claim, and may submit a written statement of
         issues and comments together with such application for review.

8.4      Review of Appeals.

         If an appeal is timely filed, the Committee 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 proper written notice to the claimant is given prior to the
         expiration of the initial sixty (60) day period). Such decision shall:

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

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

                  (iii)    Make specific reference to pertinent provision(s) of
                           the Plan upon which such decision is based; and

                  (iv)     Be final and binding on all parties.
<PAGE>
                                    ARTICLE 9
                      AMENDMENT AND TERMINATION OF THE PLAN

9.1      Amendment.

         The Company may amend the Plan and Trust Agreement in any respect at
         any time for any reason by action of the Committee without liability to
         any Participant, Beneficiary or other person for any such amendment or
         for any other action taken pursuant to this Section 9.1, provided that
         any amendment required to be approved by the Company's shareholders
         pursuant to Section 162(m) of the Code shall not be effective until
         approved by the Company's shareholders in accordance with the
         requirements of Section 162(m) and further provided that no such
         amendment shall be made retroactively in a manner that would deprive
         any Participant of any rights or benefits which have accrued to his/her
         benefit under the Plan as of the date such amendment is proposed to be
         effective, unless such amendment is necessary to comply with applicable
         law.

9.2      Termination.

         The Company may terminate the Plan at any time for any reason by action
         of the Committee without any liability to any Participant, Beneficiary
         or other person for any such termination or for any other action taken
         pursuant to this Section 9.2. Following termination of the Plan, and
         notwithstanding the provisions of any Deferral Agreement entered into
         prior to such termination, no additional Deferrals may be made
         hereunder, but all existing Accounts shall continue to be administered
         in accordance with the Plan, as in effect immediately prior to
         termination, and shall be distributed in accordance with such terms of
         the Plan and the applicable Deferral Agreements, unless and until the
         Company elects to accelerate distribution as provided below. At any
         time on or after the effective date of termination of the Plan, the
         Company, in its sole discretion, may elect to accelerate the
         distribution of the entire balance of each Participant's Accounts. Such
         accelerated distributions shall be made in accordance with Article 3,
         except that all distributions shall be made in a lump sum based on the
         value of the Accounts, determined as of the Valuation Date immediately
         preceding the date of distribution. Upon the completion of
         distributions to all Participants or Beneficiaries, as the case may be,
         no Participant, Beneficiary or person claiming under or through them,
         will have any claims in respect of the Plan.

9.3      Liquidation of the Trust.

         The Trust shall continue in existence after the termination of the Plan
         for such period of time as may be required to complete the liquidation
         thereof in accordance with the terms of this Article 9.

                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

10.1     Headings.

         The headings of the Plan have been inserted for convenience of
         reference only and are not to be deemed controlling in any
         constructions of the provisions herein (other than with respect to
         defined terms).

10.2     Plan Not Contract of Employment.

         The existence of the Plan shall not create, evidence or change any
         contract of employment with any Participant. The right of the Company
         and all Affiliated Companies to take corrective,
<PAGE>
         disciplinary or other action with respect to their employees, including
         terminating their respective employment at any time for any reason,
         shall not be affected by any provision of this Plan, and the Company
         and the Affiliated Companies will not be deemed responsible to provide
         continuing employment for any reason, at any time solely by reason of
         this Plan.

10.3     Severability.

         If any provision of the Plan shall be invalid, such provision shall be
         fully severable, and the remainder of the Plan and the application
         thereof shall not be affected thereby.

10.4     Prohibition on Assignment.

         No right or interest under the Plan of any Participant or Beneficiary
         shall be subject at any time or in any manner to anticipation,
         alienation, assignment (either at law or in equity), encumbrance (as
         security or otherwise), garnishment, levy, execution, or other legal or
         equitable process, and no Participant or Beneficiary shall have the
         power at any time or in any manner to anticipate, transfer, assign
         (either at law or in equity), alienate, or subject to attachment,
         garnishment, levy, execution or other legal or equitable process, or in
         any way encumber, such Participant's or Beneficiary's rights or
         interests under the Plan, and any attempt to do so shall be void;
         provided, however, that the Company shall have the unrestricted right
         to set off against or recover out of any payments due a Participant or
         Beneficiary at the time such payments would have otherwise been payable
         hereunder, any amounts owed the Company or any Affiliated Company by
         such Participant or Beneficiary.

10.5     Number and Gender.

         Any use of the singular shall be interpreted to include the plural and
         the plural the singular. Any use of the masculine, feminine or neuter
         shall be interpreted to include the masculine, feminine and neuter, as
         the context shall require.

10.6     Governing Law.

         To the extent not preempted by Federal law, the provisions of the Plan
         shall be construed, regulated and administered under the laws of the
         State of Ohio.

10.7     Satisfaction of Claims.

         Any payment to any Participant or Beneficiary in accordance with the
         terms of the Plan shall, to the extent thereof, be in full satisfaction
         of all claims hereunder, whether they be against the Company, the
         Committee, or the Trustee, any of whom may require the Participant or
         Beneficiary (or legal representative), as a condition precedent to such
         payment to execute a release and receipt therefor.

10.8     No Liability.

         Participation in the Plan is entirely at the risk of each Participant.
         Neither the Company, any Affiliated Company, the Committee, the Trustee
         nor any other person associated with the Plan shall have any liability
         for any loss or diminution in the value of Accounts, or for any failure
         of the Plan to effectively defer recognition of income or to achieve
         any Participant's desired tax treatment or financial results.
<PAGE>
10.9     Tax Withholding.

         All payments under the Plan shall be subject to federal, state and
         local income tax withholding and other legally required deductions.

10.10    Facility of Payment.

         If the Committee determines that a Participant or Beneficiary entitled
         to receive a payment under this Plan is (at the time such payment is to
         be made) a minor or physically, mentally or legally incompetent to
         receive such payment and that another person or an institution has
         legal custody of such minor or incompetent individual, the Committee
         may cause payment to be made to such person or institution having
         custody of such Participant or Beneficiary. Such payment, to the extent
         made, shall operate as a complete discharge of obligation by the
         Committee, the Company, the Trustee and the Trust.

10.11    Repayment of Gainsharing Awards.

         If any amount credited to an Annual Deferral Account represents a
         portion of a Gainsharing Award that is subsequently found to be
         repayable by the Participant to the Company or any Affiliated Company
         pursuant to the plan pursuant to which the Gainsharing Award was made,
         the amount of that credit shall nevertheless remain unaffected by that
         repayment obligation, and the Participant shall make the required
         repayment out of his/her own funds.

10.12    Stock Subject to the Plan.

         Subject to adjustment as provided below, the total number of shares of
         Stock reserved and available for issuance in connection with the Plan
         is Three Hundred Thousand (300,000). Any Stock issued hereunder may
         consist, in whole or in part, of authorized and unissued shares or
         treasury shares. If there is a merger, reorganization, consolidation,
         recapitalization, share dividend, share split, combination of shares or
         other change in corporate structure of the Company affecting the Stock,
         such substitution or adjustment shall be made in the aggregate number
         of shares of Stock reserved for issuance under the Plan as may be
         approved by the Committee in its sole discretion; provided that the
         number of shares of Stock to be issued in connection with the Plan
         shall always be a whole number. Any fractional shares shall be
         eliminated and the value of such fractional shares shall be deemed to
         have been transferred to the Fixed Income Fund as of the effective date
         of such substitution or adjustment.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its
duly authorized officers as of this 16th day of December , 1996.

                                    THE PROGRESSIVE CORPORATION


                                    By:     /s/ David M. Schneider
                                            -------------------------
                                    Title:  Secretary
<PAGE>
                 SECOND AMENDMENT TO THE PROGRESSIVE CORPORATION
                      EXECUTIVE DEFERRED COMPENSATION PLAN
                   (JANUARY 1, 1997 AMENDMENT AND RESTATEMENT)

         WHEREAS, The Progressive Corporation Executive Deferred Compensation
Plan is currently maintained pursuant to a January 1, 1997 Amendment and
Restatement and the First Amendment thereto ("Plan"); and

         WHEREAS, it is deemed desirable to amend the Plan further;


         NOW, THEREFORE, the Plan is hereby amended in the respects hereinafter
set forth, effective December 1, 1997.

         1.       Section 2.2(f) of the Plan is hereby amended and restated in
                  its entirety to provide as follows:

                           "it must specify whether the balance of the Annual
                           Deferral Account to be established pursuant to that
                           Deferral Agreement will be distributed in a lump sum,
                           in three (3) annual installments, in five (5) annual
                           installments or in ten (10) annual installments; and"

         2.       Section 3.2 of the Plan is hereby amended and restated in its
                  entirety to provided as follows:

                  "Each distribution of the balance of an Annual Deferral
         Account made on account of the Participant's death shall be made to the
         Participant's Beneficiary. Each distribution made on account of the
         Participant's death, termination of the Plan or a Change in Control
         shall be paid in a lump sum. Each distribution made on Each
         distribution made on account of the Participant's death, termination of
         the Plan or a Change in Control shall be paid in a lump sum. Each
         distribution made on account of the Participant's Termination of
         Employment or expiration of a Fixed Deferral Period shall be paid in
         either a lump sum or installments, as specified in the applicable
         Deferral Agreement. Each distribution made on account of the
         Participant's Disability shall be paid in either a lump sum or
         installments, as determined by the Committee in its sole discretion. If
         a Participant elects to receive (or, in the case of Disability, begins
         receiving) payment in installments and dies prior to payment of all
         installments, the balance remaining unpaid at his/her death shall be
         paid to his/her Beneficiary in a lump sum. Installment payments shall
         be paid in three (3) annual installments, in five (5) annual
         installments or in ten (10) annual installments, as specified in the
         applicable Deferral Agreement. Notwithstanding the preceding provisions
         of this Section 3.2, a Participant may elect to change the method of
         distribution elected
<PAGE>
         in respect of any distribution to be made on account of Termination of
         Employment or expiration of a Fixed Deferral Period to any of the four
         permissible options (lump sum, in three (3) annual installments, in
         five (5) annual installments or in ten (10) annual installments). Each
         such change must be made in writing on such forms as the Committee
         shall specify and must be delivered to the Committee at least one (1)
         year prior to Termination of Employment or expiration of the Fixed
         Deferral Period."

         3.   Except as expressly provided in this Amendment, the terms and
              provisions of the Plan shall remain entirely unchanged and
              continue in full force and effect.

         IN WITNESS WHEREOF, the undersigned has hereunto caused this Amendment
to be executed by its duly authorized representative effective as of the date
set forth above.

                                    THE PROGRESSIVE CORPORATION


                                                    By: /s/ David M. Schneider
                                                        -----------------------
                                                    Title: Secretary