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Progressive Corp's Ratings Affirmed by Standard & Poor's

11 November 1998

Progressive Corp's Ratings Affirmed by Standard & Poor's; Outlook Stable
    NEW YORK, Nov. 10 -- Standard & Poor's today affirmed its
single-'A'-plus issuer credit and senior debt ratings and single-'A'
subordinated debt and preferred stock ratings on Progressive Corp.  The
ratings are based on the company's excellent business profile and operating
performance.

    Major Rating Factors:
    --  Excellent business profile.  Progressive is the fifth largest auto
        writer with a 3.6% national market share at year-end 1997.  The
        company's efforts to build brand recognition have been successful to
        date.  While the extraordinary growth rate in 1997 is not sustainable,
        Standard & Poor's expects strong growth in the mid-teens.

    --  Excellent operating performance.  Progressive Corp. generated a
        healthy 13% return on revenue (ROR) in 1997.  As of third quarter
        1998, the ROR was up to 14%. On a GAAP basis, the combined ratio
        improved to 91% from 93% at year-end 1997.  Standard & Poor's believes
        that prudent expense management combined with effective underwriting
        will enable the company to outperform industry averages despite
        increasing competition.

    --  Sound growth strategy.  Progressive has effectively managed
        above-average growth over the last few years.  Management has a clear
        vision that is effectively implemented.  Progressive's culture and
        infrastructure is expected to successfully support all projected
        growth in the short term.

    --  Lean and efficient operations.  For a company that has very strong
        ties to its agency force, Progressive has been remarkably successful
        in increasing the efficiency of its operations.  Progressive has a
        creative commission structure that allows different levels of
        compensation for agents selling at different price points.  The
        overall GAAP expense ratio was 23% at Sept. 30, 1998.  This reflects a
        one point deterioration over 1997's ratio of 22%. Standard & Poor's
        believes that this investment is necessary and inevitable if
        Progressive is going to succeed in its apparent goal to build market
        share.

    --  Challenge of maintaining dual distribution systems.  Progressive will
        be challenged to maintain parallel distribution systems given the
        inherent conflict between the agency and direct modes of operation.
        In the near term, Standard & Poor's expects that the book will
        overwhelmingly be agent driven.

    --  Investment risk.  Standard & Poor's believes that Progressive is
        susceptible to interest rate volatility through its $1.6 billion
        portfolio of asset and commercial mortgage-backed securities (as of
        Sept. 30, 1998).  In addition, equity securities represented about 43%
        of shareholder's equity at Progressive Corp. Standard & Poor's
        believes that equities are an appropriate investment for Progressive
        which has a long track record of strong operating cash flows.

    --  Year 2000 liability issues.  Progressive, through its Professional
        Liability Group, writes director's and officer's liability for
        community banks.  This makes them susceptible to year 2000 liability
        issues.  Progressive is, however, well ahead of some of its peers.
        The exposure has been identified and steps are being taken to mitigate
        any material adverse development.

    OUTLOOK: STABLE
    While the superior earnings expectation continues to be met, Standard &
Poor's believes that these margins are not sustainable for a commodity line of
business.  Even as the results converge to the target 96% combined ratio, RORs
will remain very strong in the 6% area.  In addition, Progressive will
continue to maintain excellent financial flexibility in the debt and equity
markets as it continues to post profitable results.  Standard & Poor's expects
financial leverage to increase to the 30% area in 1999-2000.  Interest
coverage will remain strong in light of the healthy projected earnings growth.
-- CreditWire