PROGRESSIVE CORP/OH/ — Director's Dealing 2013

Feb 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2013-02-01

Reporting Person: HARDIS STEPHEN R (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-01	Phantom Stock Unit	$0	A	2052.8338	Acquired		Common (2052.8338)	Direct
2013-02-01	Phantom Stock Unit / (Rest. Stock)	$0	A	681.9753	Acquired		Common (681.9753)	Direct

Footnotes

F1: 1 for 1.

F2: These phantom shares were acquired upon the reinvestment of dividends pursuant to the terms of the plan.

F3: The phantom stock units will be distributed in cash at the time elected by the reporting person, subject to the vesting provisions of the Plan.

F4: Expiration Date is the same as the Date Exercisable.

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