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PROGRESSIVE CORP/OH/ Director's Dealing 2008

Jan 3, 2008

29822_dirs_2008-01-03_e84d376c-b1ec-46e4-b903-dfa357f0d140.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: 2008-01-01

Reporting Person: BASCH JEFFREY W (Vice Pres.& Chief)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-01-01 Common D 2736. Disposed 65931. Direct
2008-01-01 Common F 476. $19.08 Disposed 65455. Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-01-01 Deferred Comp Unit $0 A 2736. Acquired Common (2736.) Direct

Footnotes

F1: The reporting person elected to defer receipt of previously granted restricted common shares upon vesting thereof. This Form 4 reports the disposition of such restricted shares in exchange for an equal number of units under the applicable deferred compensation plan.

F2: Delivery of shares to pay taxes upon vesting of restricted shares.

F3: 1 for 1.

F4: Six (6) months and one (1) day from the date of the transactions reported herein.

F5: These units will be paid out in cash at the time elected by the reporting person, subject to the vesting provisions of the plan.