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PROGRESSIVE CORP/OH/ Director's Dealing 2009

Jan 5, 2009

29822_dirs_2009-01-05_8f5c4b5b-40e5-4d6e-af9d-75248947cc4b.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: 2009-01-01

Reporting Person: KING THOMAS A (Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-01-01 Common D 2012. Disposed 98336. Direct
2009-01-01 Common F 1449. $14.60 Disposed 96887. Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2009-01-01 Deferred Comp Unit $0 A 2012. Acquired Common (2012.) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 20682.702 Indirect
Common 17402.922 Indirect

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: Units will not be exercisable prior to distribution and will be distributed in an equivalent number of Common Shares at the time elected by the reporting person, subject to the payment provisions of the plan.

F5: Units will be distributed in an equivalent number of Common Shares at the time elected by the reporting person, subject to the payment provisions of the plan.