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

(b) and (e): On January 12, 2021, John A. Barbagallo and The Progressive Corporation (the "Company") reached an agreement to delay Mr. Barbagallo's retirement until January 2022. Mr. Barbagallo has been serving as President of the Company's Commercial Lines business unit and initially intended to retire in January 2021. The Company announced in October 2020 that Karen Bailo will succeed Mr. Barbagallo as Commercial Lines President. During the upcoming year, Mr. Barbagallo will support various Strategy Group efforts on a part-time basis. The Compensation Committee has approved a revised annual base salary for Mr. Barbagallo of $350,000 and affirmed his Gainsharing target of 100%. He will not receive any restricted stock unit awards during 2021. Mr. Barbagallo will remain eligible for additional employee benefits as described in the Company's proxy statement filed on March 30, 2020.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See exhibit index on page 4.


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