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                               EXHIBIT NO. 10(B)
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                               AMENDMENT NO. 1 TO

                          THE PROGRESSIVE CORPORATION

                           1994 EXECUTIVE BONUS PLAN
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                                AMENDMENT NO. 1
                                       TO
                          THE PROGRESSIVE CORPORATION
                           1994 EXECUTIVE BONUS PLAN


1.       Paragraph 5 of The Progressive Corporation 1994 Executive Bonus Plan
         is hereby amended to read as follows:

         "5.     The salary of each Plan participant shall be as established by
                 the Committee prior to commencement of the Plan year (or prior
                 to April 1, 1994 with respect to the 1994 Plan year), and will
                 be determined through market analysis based on data reported
                 in published national compensation surveys.  For purposes of
                 the Plan, "salary" and "Paid Salary" shall include regular,
                 vacation, sick, holiday and funeral pay received by the
                 participant for work or services performed by the participant
                 as an officer or employee of Progressive and the earnings
                 replacement component of any worker's compensation award, but
                 shall not include any (a) short-term or long-term disability
                 payments, (b) lump sum merit adjustments or (c) discretionary
                 bonus payments made to the participant."

2.       This Amendment No. 1 is effective for the 1994 Plan year and for each
         Plan year thereafter.