PROGRESSIVE CORP/OH/ — Director's Dealing 2003

Feb 3, 2003

5 1 edgar.htm 5 Form 5

| FORM 5 | UNITED STATES SECURITIES
AND EXCHANGE COMMISSION Washington, D.C. 20549 | OMB
APPROVAL |
| --- | --- | --- |
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported | ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to
Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of
the Public Utility Holding Company Act of 1935 or Section 30(h) of the
Investment Company Act of 1940 | OMB Number:
3235-0362 Expires: January 31, 2005 Estimated average burden hours per response. . .0.5 Filed By Romeo and Dye's Section 16 Filer www.section16.net |

| 1. Name and Address
of Reporting Person* Allen, Milton N. | 2. Issuer Name and Ticker or Trading Symbol The Progressive Corporation (PGR) | | 6. Relationship of
Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below) |
| --- | --- | --- | --- |
| (Last)
(First) (Middle) 12 Lt. River Lane | 3. I.R.S. Identification
Number of Reporting Person, if an entity (voluntary) | 4. Statement for Month/Year 12-2002 | |
| (Street) Old Lyme , CT 06371 | | 5. If Amendment, Date of Original (Month/Year) | 7. Individual
or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person |
| (City) (State) (Zip) | Table
I — Non-Derivative Securities Acquired, Disposed of, or Beneficially
Owned | | |

| 1. Title of Security (Instr. 3) | 2. Trans- action Date (Month/ Day/ Year) | 3. Trans- action Code (Instr. 8) | 4. Securities Acquired
(A) or Disposed of (D) (Instr. 3, 4 & 5) | | | 5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal year (Instr. 3 & 4) | 6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Amount | (A) or (D) | Price | | | |
| Common | | | | | | 14,862 | D | |
| Common | | | | | | 5,148 | I | By Spouse |
| Common (1) | 3-31-2000 | L5 | 26.3169 | A | 22.2291 | | I | By Trust (2) |
| Common (1) | 6-30-2000 | L5 | 22.7772 | A | 25.7086 | | I | By Trust (2) |
| Common (1) | 9-30-2000 | L5 | 23.742 | A | 26.5833 | | I | By Trust (2) |
| Common (1) | 12-30-2000 | L5 | 18.3996 | A | 34.3018 | | I | By Trust (2) |
| Common (1) | 3-31-2001 | L5 | 20.9547 | A | 30.1665 | | I | By Trust (2) |
| Common (1) | 6-30-2001 | L5 | 14.0787 | A | 44.9338 | | I | By Trust (2) |
| Common (1) | 9-30-2001 | L5 | 15.1299 | A | 41.8337 | | I | By Trust (2) |
| Common (1) | 12-30-2001 | L5 | 12.8592 | A | 49.2488 | | I | By Trust (2) |
| Common (1) | 3-31-2002 | L | 11.7405 | A | 53.967 | | I | By Trust (2) |
| Common | 6-30-2002 | L | 11.1144 | A | 56.9504 | | I | By Trust (2) |
| Common | 9-30-2002 | L | 13.2186 | A | 51.4003 | | I | By Trust (2) |
| Common | 12-30-2002 | L | 13.6308 | A | 49.8701 | 27,203.9625 | I | By Trust (2) |

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

FORM 5 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

| 1. Title of Derivative
Security (Instr. 3) — (A) | (D) | 6. Date Exercisable and Expiration Date (Month/Day/ Year) — Date Exer-cisable | Expira- tion Date | 7. Title and Amount
of Underlying Securities (Instr. 3 & 4) — Title | Amount or Number
of Shares |
| --- | --- | --- | --- | --- | --- |

Explanation of Responses: (1) The number of shares and the share price have been adjusted to reflect the Company's 3 for 1 stock split in April 2002. (2) These shares are held for the benefit of the reporting person's children. The reporting person's spouse is trustee of the trust.

By: /s/ Milton N. Allen By: David M. Coffey, Attorney in Fact **Signature of Reporting Person 2/3/2003 Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY The undersigned is a director and/or officer of The Progressive Corporation, an Ohio corporation (the "Corporation"), certain securities of which are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Act"). The undersigned hereby makes, constitutes and appoints Charles E. Jarrett, Dane A. Shrallow, Michael R. Uth and David M. Coffey, and each of them, my true and lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, as my attorney-in-fact and agent, to sign any and all Forms 3, 4 and 5, or successor forms, and any and all amendments or supplements thereto, in order to report, pursuant to Section 16(a) of the Act, the number of the Common Shares and other securities (including any derivative securities) of the Corporation beneficially owned by the undersigned, or any change in the number of Shares or other securities of the Corporation so owned by the undersigned or in the nature of such ownership, and to file with the Securities and Exchange Commission and the New York Stock Exchange the required number of copies of such form or forms, or any such amendments or supplements, pursuant to and in accordance with the applicable rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange, giving and granting unto each said attorney-in-fact and agent full power and authority to do and perform any and all acts and things whatsoever necessary or appropriate to be done in or about the premises, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and approving all that said attorneys-in-fact and agents, or any of them, or any such substitute or substitutes, shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 16th day of June, 2001. /s/ Milton N. Allen Milton N. Allen