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

(e) On March 20, 2013, the Compensation Committee of the Board of Directors approved awards of restricted stock units to the Company's executive officers and certain other senior employees of the Company, under The Progressive Corporation 2010 Equity Incentive Plan, as amended (the "Plan"). Awards of time-based restricted stock units were structured consistent with prior awards, with vesting in equal installments of one-third each on January 1st of 2016, 2017 and 2018, except that a portion of the award will vest earlier if and when a participant reaches their qualified retirement eligibility date and, thereafter, unvested units will generally be forfeited upon termination of employment for any reason. This change is consistent with the December 2012 Plan amendments described in the Company's Form 8-K filed December 11, 2012. The form of award agreement for this type of award is attached hereto as Exhibit 10.1.

Performance-based restricted stock units tied to the Company's insurance operating results were awarded with terms and conditions substantially similar to those awarded to executives in 2012 (as further described in the Company's Proxy Statement dated March 22, 2013, beginning on page 26 thereof), except that the expiration date for the performance-based awards will be January 31, 2018 and the number of shares, if any, that will vest under the awards has been increased, from 200% of the target number of shares if the Company exceeds industry growth by 3% or more, to 250% of the target number of shares if the Company exceeds industry growth by 3.5% or more. The form of award agreement for this type of award is attached hereto as Exhibit 10.2.

Performance-based restricted stock units tied to the Company's investment performance were also awarded to three executive officers. These awards were structured consistent with awards granted in 2012 (as further described in the Company's Proxy Statement dated March 22, 2013, beginning on page 27 thereof) and will vest, if at all, depending on the performance of our fixed-income portfolio over a three year period (2013-2015) in comparison to a benchmark of comparable investment firms over the same period. The form of award agreement for this type of award is attached hereto as Exhibit 10.3.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See exhibit index on page 4.

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