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PROGRESSIVE CORP/OH/ Director's Dealing 2009

Jan 20, 2009

29822_dirs_2009-01-20_c9331363-bbcc-46c8-92f1-72e065a250c4.zip

Director's Dealing

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SEC Form 4/A — Form 4/A

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2008-01-31

Reporting Person: DAVIS CHARLES A (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-01-31 Phantom Stock Unit $0 A 84.6214 Acquired Common (84.6214) Direct

Footnotes

F1: 1 for 1.

F2: The reporting person's February 4, 2008 Form 4 overstated the number of phantom stock units acquired by the reporting person on January 31, 2008. This Form 4 amends the February 4, 2008 Form 4 to report the correct number of phantom units acquired by the reporting person on January 31, 2008.

F3: The phantom stock units will be distributed in cash at the time elected by the reporting person, subject to the vesting provisions of the Plan.