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PROGRESSIVE CORP/OH/ Director's Dealing 2013

May 21, 2013

29822_dirs_2013-05-21_20354f76-d1e0-4841-8a08-382faa35656a.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: 2013-05-17

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-01-31 Common G 443657. Disposed 41189753. Direct
2013-02-28 Common G 306122. Disposed 40883631. Direct
2013-05-01 Common G 131300. Disposed 40752331. Direct
2013-05-17 Common A 11455. Acquired 40763786. Direct
2013-04-25 Common G 305978. Disposed 0 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common 235351.719 Indirect
Common 1500000. Indirect

Footnotes

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

F2: On April 30, 2013, a grantor retained annuity trust, of which the reporting person was the sole trustee and recipient of the annuity, was dissolved. The dissolution resulted in a gift of 305,978 Common Shares and the return of 1,336,332 Common Shares to the reporting person.

F3: Shares were held in a grantor-retained annuity trust with respect to which the reporting person was sole trustee and sole recipient of the annuity.

F4: Shares are held in grantor-retained annuity trusts with respect to which the reporting person is sole trustee and sole recipient of the annuity.