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PROGRESSIVE CORP/OH/ Director's Dealing 2009

Jan 5, 2009

29822_dirs_2009-01-05_b68a07ca-fed6-4ede-bd47-0fd90eb9cf26.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: BASCH JEFFREY W (Vice Pres.& Chief)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-01-01 Common F 901. $14.60 Disposed 70617. Direct
2009-01-01 Common D 1308. Disposed 69309. Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2009-01-01 Deferred Comp Unit $0 A 1308. Acquired Common (1308.) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 2727.743 Indirect

Footnotes

F1: Delivery of shares to pay taxes upon vesting of restricted shares.

F2: 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.

F3: 1 for 1.

F4: Six (6) months and one (1) day from the date of the transaction reported herein.

F5: These units will be paid out in cash at the time elected by the reporting person, subject to the vesting provisions of the plan.