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: RENWICK GLENN M (Director, President and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-01	Deferred Comp Unit	$0	A	29556.942	Acquired		Common (29556.942)	Direct

Footnotes

F1: 1 for 1.

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

F3: Units deferred from restricted stock awards made prior to March 2005 will be exercisable six (6) months and one (1) day from the date of the transactions reported herein. Units deferred from restricted stock awards made on or after March 2005 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. Dividend equivalent units related to restricted stock awards made on or after March 2005 will be distributed in cash at the same time as the restricted stock unit awards to which they relate.

F4: Units deferred from restricted stock awards made prior to March 2005 and dividend equivalent units related to restricted stock awards made on or after March 2005 will be paid out in cash at the time elected by the reporting person subject to the payment provisions of the plan. Units deferred from restricted stock awards made on or after March 2005 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.