8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 6, 2001

THE PROGRESSIVE CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	1-9518	34-0963169
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6300 Wilson Mills Road, Mayfield Village, Ohio 44143
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code 440-461-5000

Not Applicable
(Former name or former address, if changed since last report)

Item 5. Other Events

          On December 6, 2001, The Progressive Corporation (the “Company”) began an underwritten public offering of $350 million aggregate principal amount of the Company’s 6.375% Senior Notes due 2012, to be issued under the Company’s previously filed Registration Statement on Form S-3 (File No. 333-73752) (the “Registration Statement”).

Item 7.	Financial Statements and Exhibits
	(c)	Exhibits.

          The following Exhibits are filed as part of this report and as an Exhibit to the Registration Statement:

Exhibit No.	Description
4.5	Third Supplemental Indenture dated December 7, 2001, between The Progressive Corporation and State Street Bank and Trust Company, as Trustee
4.6	Form of 6.375% Senior Notes due 2012

2

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: December 7, 2001

THE PROGRESSIVE CORPORATION
By:	/s/ Stephen D. Peterson
Name:	Stephen D. Peterson
Title:	Treasurer

3

EXHIBIT INDEX

Exhibit No.	Form 8-K
Under Reg.	Exhibit
S-K Item 601	No.		Description of Exhibit
4		4.5	Third Supplemental Indenture dated December 7, 2001, between The Progressive Corporation and State Street Bank and Trust Company, as Trustee
4		4.6	Form of 6.375% Senior Notes due 2012

4 EX-4.5 3 l91867aex4-5.txt EXHIBIT 4.5 EXHIBIT 4.5 THE PROGRESSIVE CORPORATION and STATE STREET BANK AND TRUST COMPANY, as Successor Trustee THIRD SUPPLEMENTAL INDENTURE 6.375% Senior Notes due 2012 THIS THIRD SUPPLEMENTAL INDENTURE, dated as of December 7, 2001, between THE PROGRESSIVE CORPORATION, an Ohio corporation (the "ISSUER") and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company ("SSB"), in its capacity as Successor Trustee. W I T N E S S E T H: WHEREAS, the Issuer entered into an Indenture, dated as of September 15, 1993 (as supplemented by the First Supplemental Indenture, dated as of March 15, 1996, the "INDENTURE"), with the First National Bank of Boston, in its capacity as Trustee, pursuant to which the Issuer may from time to time issue its unsecured debentures, notes and other evidences of indebtedness in one or more series; and WHEREAS, the Issuer entered into a Supplemental Indenture, dated as of March 15, 1996, confirming the succession of SSB as trustee under the Indenture; and WHEREAS, the Issuer entered into a Second Supplemental Indenture, dated as of February 26, 1999; WHEREAS, Article Eight of the Indenture provides for various matters with respect to any series of Securities issued under the Indenture to be established in an indenture supplemental to the Indenture; and WHEREAS, Section 8.1(c) of the Indenture provides that the Issuer, when authorized by its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture supplemental to the Indenture to add on to the covenants of the Issuer certain further covenants, restrictions, conditions or provisions. NOW THEREFORE: In consideration of the premises and other good and valuable consideration, the parties hereto mutually covenant and agree as follows: ARTICLE 1 RELATION TO INDENTURE; DEFINITIONS SECTION 1.01. Integral Part. This Third Supplemental Indenture constitutes an integral part of the Indenture. SECTION 1.02. General Definitions. For all purposes of this Third Supplemental Indenture: (a) capitalized terms used herein without definition shall have the meanings specified in the Indenture; (b) all references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Third Supplemental Indenture; and (c) the terms "HEREIN", "HEREOF", "HEREUNDER" and other words of similar import refer to this Third Supplemental Indenture. SECTION 1.03. Definitions. The following definitions shall apply to this Third Supplemental Indenture: "CONSOLIDATED TANGIBLE NET WORTH" means, at any date, the total assets appearing on the consolidated balance sheet of the Issuer and its consolidated subsidiaries as of the end of the then most recent fiscal quarter of the Issuer, prepared in accordance with generally accepted accounting principles, less the sum of (a) the total liabilities appearing on such balance sheet and (b) intangible assets. "INTANGIBLE ASSETS" means, for the purposes of this definition, the value, as shown on or reflected in such balance sheet, of (i) all trade names, trademarks, licenses, patents, copyrights and goodwill, (ii) organizational costs and (iii) unamortized debt discount and expense, less unamortized premium. "DESIGNATED SECURITIES" means the series of Securities designated by the Issuer as its "6.375% Senior Notes due 2012". "DESIGNATED SUBSIDIARY" means (i) Progressive Casualty Insurance Company, an Ohio corporation, so long as it remains a subsidiary of the Issuer, (ii) any other consolidated subsidiary of the Issuer the assets of which constitute 10% or more of the Total Assets, and (iii) any subsidiary that is a successor to all or substantially all of the business or properties of any such subsidiary. -2- "TOTAL ASSETS" means, at any date, the total assets appearing on the consolidated balance sheet of the Issuer and its consolidated subsidiaries as of the end of the then most recent fiscal quarter of the Issuer, prepared in accordance with generally accepted accounting principles. ARTICLE 2 ADDITIONAL COVENANTS SECTION 2.01. Limitation on Liens. The Issuer will not, nor will it permit any Designated Subsidiary to, incur, issue, assume or guarantee any indebtedness for money borrowed if (i) that indebtedness is secured by a pledge, mortgage, deed of trust or other lien on any shares of stock or indebtedness of any Designated Subsidiary (a "LIEN"), and (ii) the aggregate amount of the indebtedness so secured exceeds an amount equal to 15% of the Issuer's Consolidated Tangible Net Worth, unless the Designated Securities are also secured equally and ratably with such other indebtedness. For purposes of this restriction, a "LIEN" will not include the pledge to, or deposit with, any state or provincial insurance regulatory authorities of any investment securities by the Issuer or any of its subsidiaries. The foregoing restriction shall not apply to indebtedness secured by: (a) Liens on any shares of stock or indebtedness of or acquired from a corporation merged or consolidated with or into, or otherwise acquired by, the Issuer or a Designated Subsidiary; (b) Liens to secure indebtedness of a Designated Subsidiary to the Issuer or to another Designated Subsidiary, but only as long as such indebtedness is owned or held by the Issuer or a Designated Subsidiary; and (c) Any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any lien referred to in (a) and (b). SECTION 2.02. Consolidation, Merger, Sale, Conveyance and Lease. The Issuer will not consolidate or merge with or into any other Person or Persons, or sell, convey or lease all or substantially all of its property to any other Person, unless: (a) the Person formed by such consolidation, or into which the Issuer is merged or which acquires or leases all or substantially all of the property of the Issuer, is a corporation or other entity organized under the laws of the United States, any state thereof or the District of Columbia, and such Person expressly assumes the Issuer's obligations under the Designated Securities and the Indenture; and (b) immediately after giving effect to the transaction, no Event of Default exists. This restriction shall not apply if the Issuer is the Person that survives any such transaction. -3- In the event of a conflict between any provision in this Section and any provision in Article 9 of the Indenture, Article 9 of the Indenture shall govern. ARTICLE 3 MISCELLANEOUS PROVISIONS SECTION 3.01. Applicability of this Third Supplemental Indenture. The provisions of this Third Supplemental Indenture will be applicable solely to the Designated Securities. SECTION 3.02. Adoption, Ratification and Confirmation. The Indenture, as supplemented by this Third Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed. SECTION 3.03. Counterparts. This Third Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original; and all such counterparts shall together constitute but one and the same instrument. SECTION 3.04. GOVERNING LAW. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. -4- IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed and their respective corporate seals to be hereunto fixed and attested as of the day and year first written above. THE PROGRESSIVE CORPORATION By: /s/ Stephen D. Peterson ------------------------- Stephen D. Peterson Treasurer Attest: By: /s/ Charles E. Jarrett ----------------------------- Charles E. Jarrett Secretary STATE STREET BANK AND TRUST COMPANY, as Successor Trustee By: /s/ Dori Ann Seakas ------------------------- Name: Dori Ann Seakas Title: Officer Attest: By: /s/ Patrick E. Thebado ----------------------------- Name: Patrick E. Thebado Title: Vice President -5- STATE OF OHIO ) ) ss: COUNTY OF CUYAHOGA ) On this __th day of December, 2001, before me personally came Stephen D. Peterson, to me personally known, who, being by me duly sworn, did depose and say that he is a resident of Cuyahoga County, Ohio; that he is an officer of THE PROGRESSIVE CORPORATION, one of the corporations described in and which executed the above instrument; that he knows the corporate seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority. ____________________________ Notary Public My commission expires: [Notarial Seal] STATE OF MASSACHUSETTS ) ) ss.: COUNTY OF SUFFOLK ) On this __th day of December, 2001, before me personally came , to me personally known, who, being by me duly sworn, did depose and say that he is a resident of Bristol County, Massachusetts; that he is an authorized officer of STATE STREET BANK AND TRUST COMPANY, one of the corporations described in and which executed the above instrument; that he knows the corporate seal of said corporation; that the seal affixed to said instruments is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed her name thereto by like authority. ____________________________ Notary Public My commission expires: [Notary Seal] -6- EX-4.6 4 l91867aex4-6.txt EXHIBIT 4.6 EXHIBIT 4.6 (FACE OF SECURITY) Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to the Issuer or its agent for registration of transfer, exchange or payment, and such certificate is registered in the name of Cede & Co., or in such other name as requested by an authorized representative of DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, inasmuch as the registered owner hereof, Cede & Co., has an interest herein. REGISTERED NO. R-001 $350,000,000 CUSIP No. 743315 AK 9 THE PROGRESSIVE CORPORATION 6.375% SENIOR NOTE DUE 2012 THE PROGRESSIVE CORPORATION, an Ohio corporation (the "Issuer"), for value received, hereby promises to pay to CEDE & Co., c/o The Depository Trust Company, 55 Water Street, New York, New York 10041 or registered assigns, at the office or agency of the Issuer at the office of the Trustee in Boston, Massachusetts, the principal sum of THREE HUNDRED AND FIFTY MILLION DOLLARS ($350,000,000) on January 15, 2012, 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 January 15 and July 15 of each year, commencing on July 15, 2002, 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 Note, from the January 15 or the July 15, as the case may be, next preceding the date of this Note 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 Note, or unless no interest has been paid on the Notes, in which case from December 11, 2001, 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 fifteenth day of January or July, as the case may be, and before the following January 15 or July 15, this Note shall bear interest from such January 15 or July 15; provided, that if the Issuer shall default in the payment of interest due on such January 15 or July 15, then this Note shall bear interest from the next preceding January 15 or July 15, to which interest has been paid or, if no interest has been paid on this Note, from December 11, 2001. The interest so payable on any January 15 or July 15 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered at the close of business on January 1 or July 1, as the case may be, next preceding such January 15 or July 15. Reference is made to the further provisions of this Note 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. This Note 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 its duly authorized officers and has caused its corporate seal to be affixed hereto or imprinted hereon. THE PROGRESSIVE CORPORATION [CORPORATE SEAL] By: ----------------------------------------- Stephen D. Peterson Treasurer Attest: ------------------------------------- Charles E. Jarrett Secretary Dated: December 11, 2001 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 (BACK OF SECURITY) THE PROGRESSIVE CORPORATION 6.375% SENIOR NOTE DUE 2012 This Note 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 Note is one of a series designated as the 6.375% Senior Notes Due 2012 of the Issuer, limited in initial aggregate principal amount to $350,000,000. In case an Event of Default, as defined in the Indenture, with respect to the 6.375% Senior Notes Due 2012 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 Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Note and any Note which may be issued in exchange or substitution herefor, irrespective of whether or not any notation thereof is made upon this Note or such other Note. No reference herein to the Indenture and no provision of this Note 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 Note in the manner, at the respective times, at the rate and in the coin or currency herein prescribed. The Notes 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. Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations. The Notes of the series designated as the 6.375% Senior Notes due 2012 are subject to redemption upon not more than 60 or less than 30 days' notice by mail, in whole at any time or in part from time to time at the option of the Issuer on any date (a "Redemption Date"), at a redemption price equal to the accrued and unpaid interest on the principal amount being redeemed to the redemption date plus the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present value of the remaining scheduled payments of principal and interest on the Note (not including any portion of such payments of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (defined below), plus 20 basis points. "Adjusted Treasury Rate" means, with respect to any date of redemption, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that date of redemption. ii "Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Securities to be redeemed that would be used, at the time of selection and under customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Note. "Comparable Treasury Price" means, with respect to any date of redemption, the average of the Reference Treasury Dealer Quotations for the date of redemption, after excluding the highest and lowest Reference Treasury Dealer Quotations, or if the trustee obtains fewer than three Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations. "Quotation Agent" means Goldman, Sachs & Co. or another Reference Treasury Dealer appointed by the Issuer. "Reference Treasury Dealer" means each of Goldman, Sachs & Co. and Salomon Smith Barney Inc. and their respective successors and, at the option of the Issuer, other nationally recognized investment banking firms that are primary dealers of U.S. government securities in New York City. If any of the foregoing ceases to be a primary dealer of U.S. government securities in New York City, the Issuer must substitute another primary dealer of U.S. government securities. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any date of redemption, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day before the date of redemption. In the event of redemption of this Note in part only, a new Note or Notes of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. Upon due presentment for registration of transfer of this Note at the office or agency of the Issuer at the office of the Trustee in Boston, Massachusetts, a new Note or Notes 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. iii 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 Note (whether or not this Note 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 Note, 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. iv FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - ---------------------------------------------- - ---------------------------------------------- _______________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE) the within Note and all rights thereunder, hereby irrevocably constituting and appointing _______________________________________________________________________________ attorney to transfer said Note 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. v 8-K 5 l91867ae8-k_pdf.pdf THE PROGRESSIVE CORPORATION COURTESY COPY OF 8-K begin 644 l91867ae8-k_pdf.pdf M)5!$1BTQ+C(-)>+CS],-"C(V(#`@;V)J#3P\(`TO3&EN96%R:7IE9"`Q(`TO M3R`R."`-+T@@6R`W.30@,C0Y(%T@#2],(#,U-#@X(`TO12`R,SDS-2`-+TX@ M-"`-+U0@,S0X-3`@#3X^(`UE;F1O8FH-("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("!XF4@-#4- M+TEN9F\@,C4@,"!2(`TO4F]O="`R-R`P(%(@#2]0')E9@TP#24E14]& M#2`@("`@#3(W(#`@;V)J#3P\(`TO5'EP92`O0V%T86QO9R`-+U!A9V5S(#$T M(#`@4B`-+TI4(#(T(#`@4B`-/CX@#65N9&]B:@TT,R`P(&]B:@T\/"`O4R`Q M,#@@+T9I;'1EEB&TK&!B4.CHZ@-(<'1T-#&P9(!+(A.D& M2G`Q,!3K@\UF8!`&FU3+P,OP@X'52&C"5HX/7QINBYQ@>-^@=$N@9>V717-% M#F@%.0$5`008`#X/)V8-96YD"!;("TQ-C@@+3(Q."`Q,#`P(#DS-2!=(`TO1F]N=$YA M;64@+TM$0DU(4"M4:6UE"]B+T,O7!H96XO=2](+VYI M;F4O9B])+W!E"]B+U8O0R]S+V$O5UP-+V,OB]N+V]N92]!+VLO3R]T=V\O;2]Q=6]T97)<#6EG:'0O M>"]T:')E92]O+W!A7!E("]4 M>7!E,2`-+T9I69I96QD(%9I;&QA9V4L($]H:6\@-#0Q M-#,I5&H*+T8S(#$@5&8*,2XP.34S("TQ+C$T,R!41`HH7"A!9&1R97-S(&]F M('!R:6YC:7!A;"!E>&5C=71I=F4@;V9F:6-ELW4YCM,7MF_HGY30L;BQ@+L,RV?"%UE5ZV,K<*F>XPO6'ZVQE%,V[*XF3? 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EX-4.5

                                                                    EXHIBIT 4.5

                           THE PROGRESSIVE CORPORATION

                                       and

                     STATE STREET BANK AND TRUST COMPANY, as
                                Successor Trustee

                          THIRD SUPPLEMENTAL INDENTURE

                          6.375% Senior Notes due 2012

         THIS THIRD SUPPLEMENTAL INDENTURE, dated as of December 7, 2001,
between THE PROGRESSIVE CORPORATION, an Ohio corporation (the "ISSUER") and
STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company ("SSB"), in
its capacity as Successor Trustee.

                                      W I T N E S S E T H:

         WHEREAS, the Issuer entered into an Indenture, dated as of September
15, 1993 (as supplemented by the First Supplemental Indenture, dated as of March
15, 1996, the "INDENTURE"), with the First National Bank of Boston, in its
capacity as Trustee, pursuant to which the Issuer may from time to time issue
its unsecured debentures, notes and other evidences of indebtedness in one or
more series; and

         WHEREAS, the Issuer entered into a Supplemental Indenture, dated as of
March 15, 1996, confirming the succession of SSB as trustee under the Indenture;
and

         WHEREAS, the Issuer entered into a Second Supplemental Indenture, dated
as of February 26, 1999;

         WHEREAS, Article Eight of the Indenture provides for various matters
with respect to any series of Securities issued under the Indenture to be
established in an indenture supplemental to the Indenture; and

         WHEREAS, Section 8.1(c) of the Indenture provides that the Issuer, when
authorized by its Board of Directors, and the Trustee may from time to time and
at any time enter into an indenture supplemental to the Indenture to add on to
the covenants of the Issuer certain further covenants, restrictions, conditions
or provisions.

         NOW THEREFORE:






         In consideration of the premises and other good and valuable
consideration, the parties hereto mutually covenant and agree as follows:

                                    ARTICLE 1
                       RELATION TO INDENTURE; DEFINITIONS

         SECTION 1.01. Integral Part. This Third Supplemental Indenture
constitutes an integral part of the Indenture.

         SECTION 1.02. General Definitions. For all purposes of this Third
Supplemental Indenture:

         (a) capitalized terms used herein without definition shall have the
meanings specified in the Indenture;

         (b) all references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Third
Supplemental Indenture; and

         (c) the terms "HEREIN", "HEREOF", "HEREUNDER" and other words of
similar import refer to this Third Supplemental Indenture.

         SECTION 1.03. Definitions. The following definitions shall apply to
this Third Supplemental Indenture:

         "CONSOLIDATED TANGIBLE NET WORTH" means, at any date, the total assets
appearing on the consolidated balance sheet of the Issuer and its consolidated
subsidiaries as of the end of the then most recent fiscal quarter of the Issuer,
prepared in accordance with generally accepted accounting principles, less the
sum of (a) the total liabilities appearing on such balance sheet and (b)
intangible assets. "INTANGIBLE ASSETS" means, for the purposes of this
definition, the value, as shown on or reflected in such balance sheet, of (i)
all trade names, trademarks, licenses, patents, copyrights and goodwill, (ii)
organizational costs and (iii) unamortized debt discount and expense, less
unamortized premium.

         "DESIGNATED SECURITIES" means the series of Securities designated by
the Issuer as its "6.375% Senior Notes due 2012".

         "DESIGNATED SUBSIDIARY" means (i) Progressive Casualty Insurance
Company, an Ohio corporation, so long as it remains a subsidiary of the Issuer,
(ii) any other consolidated subsidiary of the Issuer the assets of which
constitute 10% or more of the Total Assets, and (iii) any subsidiary that is a
successor to all or substantially all of the business or properties of any such
subsidiary.




                                      -2-


         "TOTAL ASSETS" means, at any date, the total assets appearing on the
consolidated balance sheet of the Issuer and its consolidated subsidiaries as of
the end of the then most recent fiscal quarter of the Issuer, prepared in
accordance with generally accepted accounting principles.

                                    ARTICLE 2
                              ADDITIONAL COVENANTS

       SECTION 2.01. Limitation on Liens. The Issuer will not, nor will it
permit any Designated Subsidiary to, incur, issue, assume or guarantee any
indebtedness for money borrowed if (i) that indebtedness is secured by a pledge,
mortgage, deed of trust or other lien on any shares of stock or indebtedness of
any Designated Subsidiary (a "LIEN"), and (ii) the aggregate amount of the
indebtedness so secured exceeds an amount equal to 15% of the Issuer's
Consolidated Tangible Net Worth, unless the Designated Securities are also
secured equally and ratably with such other indebtedness. For purposes of this
restriction, a "LIEN" will not include the pledge to, or deposit with, any state
or provincial insurance regulatory authorities of any investment securities by
the Issuer or any of its subsidiaries.

         The foregoing restriction shall not apply to indebtedness secured by:

         (a) Liens on any shares of stock or indebtedness of or acquired from a
corporation merged or consolidated with or into, or otherwise acquired by, the
Issuer or a Designated Subsidiary;

         (b) Liens to secure indebtedness of a Designated Subsidiary to the
Issuer or to another Designated Subsidiary, but only as long as such
indebtedness is owned or held by the Issuer or a Designated Subsidiary; and

         (c) Any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any lien referred to in (a)
and (b).

         SECTION 2.02. Consolidation, Merger, Sale, Conveyance and Lease. The
Issuer will not consolidate or merge with or into any other Person or Persons,
or sell, convey or lease all or substantially all of its property to any other
Person, unless:

         (a) the Person formed by such consolidation, or into which the Issuer
is merged or which acquires or leases all or substantially all of the property
of the Issuer, is a corporation or other entity organized under the laws of the
United States, any state thereof or the District of Columbia, and such Person
expressly assumes the Issuer's obligations under the Designated Securities and
the Indenture; and

         (b) immediately after giving effect to the transaction, no Event of
Default exists.

         This restriction shall not apply if the Issuer is the Person that
survives any such transaction.






                                      -3-


         In the event of a conflict between any provision in this Section and
any provision in Article 9 of the Indenture, Article 9 of the Indenture shall
govern.

                                    ARTICLE 3
                            MISCELLANEOUS PROVISIONS

         SECTION 3.01. Applicability of this Third Supplemental Indenture. The
provisions of this Third Supplemental Indenture will be applicable solely to the
Designated Securities.

         SECTION 3.02. Adoption, Ratification and Confirmation. The Indenture,
as supplemented by this Third Supplemental Indenture, is in all respects hereby
adopted, ratified and confirmed.

         SECTION 3.03. Counterparts. This Third Supplemental Indenture may be
executed in any number of counterparts, each of which when so executed shall be
deemed an original; and all such counterparts shall together constitute but one
and the same instrument.

         SECTION 3.04. GOVERNING LAW. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.













                                      -4-


       IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed and their respective corporate seals
to be hereunto fixed and attested as of the day and year first written above.

                                              THE PROGRESSIVE CORPORATION

                                              By:  /s/ Stephen D. Peterson
                                                  -------------------------
                                                   Stephen D. Peterson
                                                   Treasurer

Attest:

By: /s/ Charles E. Jarrett
   -----------------------------
    Charles E. Jarrett
    Secretary

                                              STATE STREET BANK AND TRUST
                                                 COMPANY, as Successor Trustee

                                              By:  /s/ Dori Ann Seakas
                                                  -------------------------
                                                   Name:  Dori Ann Seakas
                                                   Title: Officer

Attest:

By: /s/ Patrick E. Thebado
   -----------------------------
    Name:  Patrick E. Thebado
    Title: Vice President









                                      -5-


STATE OF OHIO       )
                    ) ss:
COUNTY OF CUYAHOGA  )

         On this __th day of December, 2001, before me personally came Stephen
D. Peterson, to me personally known, who, being by me duly sworn, did depose and
say that he is a resident of Cuyahoga County, Ohio; that he is an officer of THE
PROGRESSIVE CORPORATION, one of the corporations described in and which executed
the above instrument; that he knows the corporate seal of said corporation; that
the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.

                                                    ____________________________
                                                    Notary Public
                                                    My commission expires:

[Notarial Seal]

STATE OF MASSACHUSETTS     )
                           ) ss.:
COUNTY OF SUFFOLK          )

       On this __th day of December, 2001, before me personally came , to me
personally known, who, being by me duly sworn, did depose and say that he is a
resident of Bristol County, Massachusetts; that he is an authorized officer of
STATE STREET BANK AND TRUST COMPANY, one of the corporations described in and
which executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to said instruments is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed her name thereto by like authority.



                                                    ____________________________
                                                    Notary Public
                                                    My commission expires:

[Notary Seal]













                                      -6-

EX-4.6

                                                                     EXHIBIT 4.6


                               (FACE OF SECURITY)

         Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC") to the Issuer or
its agent for registration of transfer, exchange or payment, and such
certificate is registered in the name of Cede & Co., or in such other name as
requested by an authorized representative of DTC, ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.

REGISTERED NO. R-001                                               $350,000,000


                              CUSIP No. 743315 AK 9

                           THE PROGRESSIVE CORPORATION

                           6.375% SENIOR NOTE DUE 2012

                  THE PROGRESSIVE CORPORATION, an Ohio corporation (the
"Issuer"), for value received, hereby promises to pay to CEDE & Co., c/o The
Depository Trust Company, 55 Water Street, New York, New York 10041 or
registered assigns, at the office or agency of the Issuer at the office of the
Trustee in Boston, Massachusetts, the principal sum of THREE HUNDRED AND FIFTY
MILLION DOLLARS ($350,000,000) on January 15, 2012, 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
January 15 and July 15 of each year, commencing on July 15, 2002, 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 Note, from the January 15 or the July
15, as the case may be, next preceding the date of this Note 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 Note, or unless no interest has been paid on
the Notes, in which case from December 11, 2001, 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 fifteenth day of
January or July, as the case may be, and before the following January 15 or July
15, this Note shall bear interest from such January 15 or July 15; provided,
that if the Issuer shall default in the payment of interest due on such January
15 or July 15, then






this Note shall bear interest from the next preceding January 15 or July 15, to
which interest has been paid or, if no interest has been paid on this Note, from
December 11, 2001. The interest so payable on any January 15 or July 15 will,
subject to certain exceptions provided in the Indenture referred to on the
reverse hereof, be paid to the person in whose name this Note is registered at
the close of business on January 1 or July 1, as the case may be, next preceding
such January 15 or July 15.

                  Reference is made to the further provisions of this Note 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.

                  This Note 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 its duly authorized officers and has caused its
corporate seal to be affixed hereto or imprinted hereon.

                           THE PROGRESSIVE CORPORATION



[CORPORATE SEAL]                    By:
                                       -----------------------------------------
                                            Stephen D. Peterson
                                            Treasurer






Attest:
       -------------------------------------
            Charles E. Jarrett
            Secretary

Dated:  December  11, 2001


                     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


















                                (BACK OF SECURITY)

                           THE PROGRESSIVE CORPORATION

                           6.375% SENIOR NOTE DUE 2012

         This Note 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 Note is one of a series designated as the 6.375% Senior
Notes Due 2012 of the Issuer, limited in initial aggregate principal amount to
$350,000,000.

         In case an Event of Default, as defined in the Indenture, with respect
to the 6.375% Senior Notes Due 2012 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 Note (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such Holder and upon all future Holders and
owners of this Note and any Note which may be issued in exchange or substitution
herefor, irrespective of whether or not any notation thereof is made upon this
Note or such other Note.

         No reference herein to the Indenture and no provision of this Note 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 Note in
the manner, at the respective times, at the rate and in the coin or currency
herein prescribed.

         The Notes 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. Notes may be exchanged for a like
aggregate principal amount of Notes of other authorized denominations.

         The Notes of the series designated as the 6.375% Senior Notes due 2012
are subject to redemption upon not more than 60 or less than 30 days' notice by
mail, in whole at any time or in part from time to time at the option of the
Issuer on any date (a "Redemption Date"), at a redemption price equal to the
accrued and unpaid interest on the principal amount being redeemed to the
redemption date plus the greater of (i) 100% of the principal amount of the
Notes to be redeemed and (ii) the sum of the present value of the remaining
scheduled payments of principal and interest on the Note (not including any
portion of such payments of interest accrued to the date of redemption)
discounted to the date of redemption on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate (defined
below), plus 20 basis points.

         "Adjusted Treasury Rate" means, with respect to any date of redemption,
the rate per year equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for that date of redemption.





                                       ii


         "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the Securities to be redeemed that would be used, at the time of
selection and under customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Note.

         "Comparable Treasury Price" means, with respect to any date of
redemption, the average of the Reference Treasury Dealer Quotations for the date
of redemption, after excluding the highest and lowest Reference Treasury Dealer
Quotations, or if the trustee obtains fewer than three Reference Treasury Dealer
Quotations, the average of all Reference Treasury Dealer Quotations.

         "Quotation Agent" means Goldman, Sachs & Co. or another Reference
Treasury Dealer appointed by the Issuer.

         "Reference Treasury Dealer" means each of Goldman, Sachs & Co. and
Salomon Smith Barney Inc. and their respective successors and, at the option of
the Issuer, other nationally recognized investment banking firms that are
primary dealers of U.S. government securities in New York City. If any of the
foregoing ceases to be a primary dealer of U.S. government securities in New
York City, the Issuer must substitute another primary dealer of U.S. government
securities.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any date of redemption, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day before the date of redemption.

         In the event of redemption of this Note in part only, a new Note or
Notes of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

         Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer at the office of the Trustee in Boston,
Massachusetts, a new Note or Notes 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.



















                                   iii



         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 Note (whether or not this Note 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 Note, 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.














                                       iv




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

 PLEASE INSERT SOCIAL SECURITY OR OTHER
     IDENTIFYING NUMBER OF ASSIGNEE

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


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



_______________________________________________________________________________
         (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE
OF ASSIGNEE)

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing

_______________________________________________________________________________


attorney to transfer said Note 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.













                                       v