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PROGRESSIVE CORP/OH/ Director's Dealing 2013

Jan 24, 2013

29822_dirs_2013-01-24_ae889955-b4ae-4315-832b-239a2ae4eb26.zip

Director's Dealing

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SEC Form 4/A — Form 4/A

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2012-11-29

Reporting Person: HARDIS STEPHEN R (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-11-29 Phantom Stock Unit $0 A 7268.5198 Acquired Common (7268.5198) 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 reporting person's Form 4 filed on December 3, 2012 overstated the number of phantom stock units acquired by the reporting person upon the reinvestment of dividends under the plan on November 29, 2012. This Form 4/A is being filed to amend the December 3, 2012 Form 4 to report the correct number of phantom stock units acquired by the reporting person on November 29, 2012. The discussion of Line 2 under "Remarks" below related to the original December 3, 2012 Form 4 and should be disregarded.

F4: 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.

F5: Expiration Date is the same as the Date Exercisable.