PROGRESSIVE CORP/OH/ — Director's Dealing 2013

Feb 4, 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: VOELKER RAYMOND M (Chief Information)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-01	Restricted Stock Unit	$	A	664.144	Acquired		Common (664.144)	Direct

Footnotes

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

F2: These units were acquired upon the reinvestment of dividend equivalents pursuant to the terms of the plan.

F3: These units, which were acquired upon the reinvestment of dividend equivalents, will vest at the same time as the Restricted Stock Units to which they relate.

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