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PROGRESSIVE CORP/OH/ Director's Dealing 2008

Feb 4, 2008

29822_dirs_2008-02-04_5a263141-7e4c-42c7-93e2-a85e8a43ad93.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2008-01-31

Reporting Person: SHEARES BRADLEY T (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-01-31 Phantom Stock Unit / (Rest. Stock) $0 A 129.0185 Acquired Common (129.0185) Direct

Footnotes

F1: 1 for 1.

F2: These units will be paid out in an equal number of Common Shares at the time elected by the reporting person, subject to the vesting provisions of the plan.