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PROGRESSIVE CORP/OH/ Director's Dealing 2009

Apr 24, 2009

29822_dirs_2009-04-24_126127f7-28ed-4df1-8d7c-2603fcda62b0.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: 2009-04-23

Reporting Person: LEWIS PETER B (Director, Chairman of Board)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-04-23 Common A 14295. Acquired 47790453. Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 221756.377 Indirect
Common 400000. Indirect
Common 18000. Indirect
Common 18000. Indirect
Common 18000. Indirect

Footnotes

F1: Restricted stock grant made pursuant to The Progressive Corporation 2003 Directors Equity Incentive Plan.

F2: Shares are held in a trust for the benefit of the reporting person's grandchildren of which the reporting person is a trustee. Reporting person disclaims beneficial ownership in the shares held by the trust.

F3: Shares are held in a trust for the benefit of the reporting person's grandchild of which the reporting person is a trustee. Reporting person disclaims beneficial ownership in the shares held by the trust.