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PROGRESSIVE CORP/OH/ Director's Dealing 2008

Jan 9, 2008

29822_dirs_2008-01-09_6d7bedbf-ae96-4011-bc21-17ab02dcc25a.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: 2008-01-08

Reporting Person: SHACKELFORD DONALD B (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-01-08 Common M 1484. Acquired 756003. Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-01-08 Phantom Stock Unit / (Rest. Stock) $0 M 1484. Disposed Common (1484.) 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.

F3: Expiration Date is the same as the Date Exercisable.