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PROGRESSIVE CORP/OH/ Director's Dealing 2008

Feb 4, 2008

29822_dirs_2008-02-04_66fda198-5f28-4617-a878-7f06465e84d7.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: SHACKELFORD DONALD B (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-01-31 Phantom Stock Unit $0 A 164.6263 Acquired Common (164.6263) Direct
2008-01-31 Phantom Stock Unit / (Rest. Stock) $0 A 87.6801 Acquired Common (87.6801) Direct

Footnotes

F1: 1 for 1.

F2: The phantom stock units will be distributed in cash at the time elected by the reporting person, subject to the vesting provisions of the Plan.

F3: 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.