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PROGRESSIVE CORP/OH/ Director's Dealing 2008

Feb 4, 2008

29822_dirs_2008-02-04_0812dd1a-aa4d-4522-92e8-09fb1e4c9d53.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: HEALY BERNADINE (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-01-31 Phantom Stock Unit $0 A 31.5921 Acquired Common (31.5921) 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.