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                                 EXHIBIT NO. 4.4

                         PROPOSED FORM OF DEBT SECURITY




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                               (FACE OF SECURITY)

REGISTERED                                                            REGISTERED

No._______                                                            $_________

                                      CUSIP

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                           THE PROGRESSIVE CORPORATION

                            % [NOTE] [DEBENTURE] DUE

         THE PROGRESSIVE CORPORATION, an Ohio corporation (the "Issuer"), for
value received, hereby promises to pay to

or registered assigns, at the office or agency of the Issuer at the office of
the Trustee in Boston, Massachusetts, the principal sum of        dollars on
        ,      , in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private
debts, and to pay interest semiannually on        and        of each year,
commencing on        ,      , on said principal sum at said office or agency,
in like coin or currency, at the rate per annum specified in the title of this
       , from the        or the        , as the case may be, next preceding the
date of this        to which interest has been paid, unless the date hereof is a
date to which interest has been paid, in which case from the date of this      ,
or unless no interest has been paid on the        , in which case from     ,   ,
until payment of said principal sum has been made or duly provided for;
provided, that payment of interest may be made at the option of the Issuer by
check mailed to the address of the person entitled thereto as such address shall
appear on the Security Register. Notwithstanding the foregoing, if the date
hereof is after the        day of        or        , as the case may be, and
before the following        or        , this        shall bear interest from
such      or        ; provided, that if the Issuer shall default in the payment
of interest due on such       then this        shall bear interest from the next
preceding       or        to which interest has been paid or, if no interest has
been paid on this         , from        ,        . The interest so payable on
any        or        will, subject to certain exceptions provided in the
indenture referred to on the reverse hereof, be paid to the person in whose name
this        is registered at the close of business on the        or        , as
the case may be, next preceding such        or        .

         Reference is made to the further provisions of this        set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
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         This        shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by the
Trustee under the Indenture referred to on the reverse hereof.

         IN WITNESS WHEREOF, The Progressive Corporation has caused this
instrument to be signed by facsimile by its duly authorized officers and has
caused a facsimile of its corporate seal to be affixed hereto or imprinted
hereon.

                                          THE PROGRESSIVE CORPORATION

(CORPORATE SEAL)                          By:
                                          President and Chief Executive Officer

Attest:

                                   Secretary

Dated:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Securities, of the series designated herein,
referred to in the within-mentioned Indenture.

                                          STATE STREET BANK AND TRUST COMPANY
                                                               as Trustee

                                          By:
                                          Authorized Signatory



                                       2
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                               (BACK OF SECURITY)

                           THE PROGRESSIVE CORPORATION

                                       %    DUE

         This        is one of a duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness of the Issuer (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of September 15, 1993, as heretofore
supplemented and amended (herein called the "Indenture"), between the Issuer and
State Street Bank and Trust Company, as Trustee (herein called the "Trustee"),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations, duties
and immunities thereunder of the Trustee, the Issuer and the Holders of the
Securities. The Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest (if any) at different rates, may be subject
to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any) and may otherwise vary as in the
Indenture provided. This   is one of a series designated as the      % Due
of the issuer, limited in aggregate principal amount to $        .

         In case an Event of Default, as defined in the Indenture, with respect
to the      % Due        shall have occurred and be continuing, the principal
hereof may be declared, and upon such declaration shall become, due and payable,
in the manner, with the effect and subject to the conditions provided in the
Indenture.

         The Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than 66 2/3 % in aggregate
principal amount of the Securities at the time Outstanding (as defined in the
Indenture) of all series to be affected (voting as one class), evidenced as in
the Indenture provided, to execute supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in any manner the rights
of the Holders of the Securities of each such series; provided, however, that no
such supplemental indenture shall (i) extend the final maturity of any Security,
or reduce the principal amount thereof, or reduce the rate or extend the time of
payment of any interest thereon, or impair or affect the rights of any Holder to
institute suit for the payment thereof, without the consent of the Holder of
each Security so affected or (ii) reduce the aforesaid percentage of Securities,
the Holders of which are required to consent to any such supplemental indenture,
without the consent of the Holder of each security so affected. It is also
provided in the Indenture that, with respect to certain defaults or Events of
Default regarding the Securities of any series, prior to any declaration
accelerating the maturity of such Securities, the Holders of a majority in
aggregate principal amount Outstanding of the Securities of such series may on
behalf of the Holders of all the Securities of such series waive any such past
default or Event of Default and its consequences. The preceding sentence shall
not, however, apply to a default in the payment of the principal of or premium,
if any or interest on any of the Securities. Any such consent or waiver by the
Holder of this (unless revoked as provided in the Indenture) shall be conclusive
and binding upon such Holder and upon all future Holders and owners of this
and any   which may be issued in exchange or substitution herefor, irrespective
of whether or not any notation thereof is made upon this or such other        .

         No reference herein to the Indenture and no provision of this        or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this
in the manner, at the respective times, at the rate and in the coin or currency
herein prescribed.

         The        are issuable in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000 at the office or
agency of the Issuer, at the office of the Trustee in Boston, Massachusetts, and
in the manner and subject to the limitations provided in the Indenture, but
without the payment of any service charge.        may be exchanged for a like
aggregate principal amount of        of other authorized denominations.

         [The        are not subject to redemption at the option of the Issuer
or through the operation of a sinking fund.]
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         Upon due presentment for registration of transfer of this        at the
office or agency of the Issuer, at the office of the Trustee in Boston,
Massachusetts, a new        or        of authorized denominations for an equal
aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection therewith.

         The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the registered Holder hereof as the absolute owner of
this       (whether or not this        shall be overdue and notwithstanding any
notation of ownership or other writing hereon), for the purpose of receiving
payment of, or on account of, the principal hereof and, subject to the
provisions on the face hereof, interest hereon, and for all other purposes, and
neither the Issuer nor the Trustee nor any authorized agent of the Issuer or the
Trustee shall be affected by notice to the contrary.

         No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Indenture or any indenture supplemental thereto or in any        ,
        or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, shareholder, officer or director, as
such, of the Issuer or of any successor corporation, either directly or through
the Issuer or any successor corporation, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance hereof and as part of the consideration for the
issue hereof.

         Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties      CUST              -    Custodian
JT TEN  - as joint tenants with right of
          survivorship and not as tenants   UNIF GIFT MIN ACT -    Uniform Gifts
          in common                                                to Minors Act
                                                                   ------------
                                                                   (State)

         Additional abbreviations may also be used though not in the above list.

                              ---------------------

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
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              Please print or typewrite name and address including
                           postal zip code of assignee

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the within        and all rights thereunder, hereby irrevocably constituting

and appointing

___________________________ attorney to transfer said   on the

books of the Issuer, with full power of substitution in the premises.

Dated:______________________
                                          --------------------------------
                                          NOTICE: The signature to
                                          this assignment must
                                          correspond with the name as
                                          written upon the face of
                                          the within instrument in
                                          every particular, without
                                          alteration or enlargement
                                          or any change whatever.