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PROGRESSIVE CORP/OH/ Director's Dealing 2009

Sep 14, 2009

29822_dirs_2009-09-14_cc7f8158-89ac-4ec7-97c7-647d1b3bae9f.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: 2009-09-11

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-09-11 Common M 14605. $4.3801 Acquired 92416. Direct
2009-09-11 Common S 14605. $16.8137 Disposed 77811. Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2009-09-11 2000 Employee Option $4.3801 M 14605. Disposed 2009-12-31 Common (14605.) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 2727.743 Indirect

Footnotes

F1: The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $16.78 to $16.825, inclusive. The reporting person undertakes to provide to The Progressive Corporation, any security holder of The Progressive Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Footnote 1.

F2: The option vests in three equal annual installments beginning January 1, 2003.