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PROGRESSIVE CORP/OH/ Director's Dealing 2009

Aug 17, 2009

29822_dirs_2009-08-17_c55a10c6-45e4-4911-be55-39d72b08e5b1.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: 2009-08-13

Reporting Person: Sauerland John P (Personal Lines Group)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-08-13 Common M 45595. $4.3801 Acquired 241942. Direct
2009-08-13 Common M 10509. $5.054 Acquired 252451. Direct
2009-08-13 Common S 300. $16.35 Disposed 252151. Direct
2009-08-13 Common S 2700. $16.355 Disposed 249451. Direct
2009-08-13 Common S 1100. $16.358 Disposed 248351. Direct
2009-08-13 Common S 200. $16.359 Disposed 248151. Direct
2009-08-13 Common S 4200. $16.36 Disposed 243951. Direct
2009-08-13 Common S 4400. $16.365 Disposed 239551. Direct
2009-08-13 Common S 800. $16.368 Disposed 238751. Direct
2009-08-13 Common S 9100. $16.37 Disposed 229651. Direct
2009-08-13 Common S 4600. $16.375 Disposed 225051. Direct
2009-08-13 Common S 200. $16.379 Disposed 224851. Direct
2009-08-13 Common S 600. $16.38 Disposed 224251. Direct
2009-08-13 Common S 1700. $16.39 Disposed 222551. Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2009-08-13 2000 Employee Option $4.3801 M 45595. Disposed 2009-12-31 Common (45595.) Direct
2009-08-13 2000 Employee Option / Granted May 1, 2000 $5.054 M 10509. Disposed 2009-12-31 Common (10509.) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 8401.277 Indirect
Common 5600. Indirect
Common 1200. Indirect
Common 5600. Indirect

Footnotes

F1: The Reporting Person is a general partner of the partnership that owns the reported securities. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

F2: The Reporting Person is trustee of a family trust, certain beneficiaries of which are immediate family members of the Reporting Person. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein (including the pecuniary interest of such immediate family members), and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

F3: The option vests in three equal annual installments beginning January 1, 2003.