Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On August 21, 2009, Jeffrey D. Kelly resigned as a director of The Progressive Corporation in connection with his recent appointment as Executive Vice President and Chief Financial Officer of Renaissance Re Holdings Ltd. Mr. Kelly had been on Progressive's Board since 2000 and most recently served as the Chairman of the Investment and Capital Committee.

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