PROGRESSIVE CORP/OH/ — Director's Dealing 2013

Mar 21, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2013-03-20

Reporting Person: CODY WILLIAM M (Chief Investment)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-20	Restricted Stock Unit	$	A	16551.	Acquired		Common (16551.)	Direct

Footnotes

F1: Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

F2: These units will vest in three equal annual installments beginning January 1, 2016, subject to earlier vesting or forefeiture in accordance with the plan and the award agreement, including the earlier vesting of a portion of the units if the reporting person has achieved or hereafter achieves his or her qualified retirement eligibility date.

F3: Expiration Date is the same as the Date Exercisable.