(e) At a meeting held on May 11, 2017, the Compensation Committee
of the Board of Directors of The Progressive Corporation (the
“Company”) adopted The Progressive Corporation Executive
Separation Allowance Plan (2017 Amendment and Restatement) (the
Plan), a copy of which is attached hereto as Exhibit 10. The Plan
includes amendments to the former version of the Plan to reduce
benefits payable under the Plan by amounts payable under existing
employment agreements and individual severance agreements with
employees of ARX Holding Corp. and its subsidiaries and
downstream affiliates. Additional amendments removed provisions
applicable to Australian employees. None of these amendments
currently impact benefits available to the named executive
officers identified in the Companys Proxy Statement dated March
31, 2017.

Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year

(a) On May 12, 2017, the Board of Directors approved revisions to
the Company’s Code of Regulations (the Code). The changes were
effective immediately.

Sections 1 and 2 of Article V of the Code were revised to provide
that either the Chairman of the Board, if one has been elected, or
the President, will preside at all meetings of shareholders.
Previously, the Code specified that the President would preside
over all meetings of shareholders.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) At the Annual Meeting of Shareholders held on May 12, 2017,
499,499,971>common shares were represented in person or by
proxy.

(b) Proposal One – At the meeting, shareholders elected each of
the ten directors named below. The votes cast with respect to
each director were as follows:

	Proposal Two – Approved The Progressive Corporation 2017 Executive Annual Incentive Plan. This proposal received 453,337,166>affirmative votes and 6,118,715>negative votes. There were 723,650>abstentions and 39,320,440>broker non-votes with respect to this proposal.

	Proposal Three – Approved The Progressive Corporation 2017 Directors Equity Incentive Plan. This proposal received 436,842,099>affirmative votes and 22,620,756>negative votes. There were 716,676>abstentions and 39,320,440>broker non-votes with respect to this proposal.

	Proposal Four – Cast an advisory vote approving our executive compensation program. This proposal received 449,251,639>affirmative votes and 9,987,483>negative votes. There were 940,409>abstentions and 39,320,440>broker non-votes with respect to this proposal.

	Proposal Five – Cast an advisory vote on the frequency of the shareholder vote to approve our executive compensation program. This proposal received 416,382,797>votes for 1 year, 1,276,202>votes for 2 years and 42,235,897>votes for 3 years. There were 284,635>abstentions and 39,320,440>broker non-votes with respect to this proposal.

	Proposal Six – Ratified the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for 2017. This proposal received 493,209,462>affirmative votes and 6,049,579>negative votes. There were 240,930>abstentions and no broker non-votes with respect to this proposal.