PROGRESSIVE CORP/OH/ — Director's Dealing 2013

Jul 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2013-07-11

Reporting Person: JARRETT CHARLES E (Vice Pres, Secretary & CLO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-11	Common	A	8662.668	—	Acquired	69587.036	Direct
2013-07-11	Common	F	4111	$25.65	Disposed	65476.036	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-11	Deferred Comp Unit	$0	A	55066	Acquired		Common (55066)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	4790.223	Indirect

Footnotes

F1: These Common Shares were acquired upon the vesting of dividend equivalent units related to a performance-based restricted stock unit award granted in 2010. These dividend equivalent units are not eligible for deferral under an applicable plan.

F2: 1 for 1

F3: The reporting person previously elected to defer receipt of Common Shares issuable upon the vesting of performance-based restricted stock unit awards granted in 2010.

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: Expiration Date is the same as the Date Exercisable.