PROGRESSIVE CORP/OH/ — Director's Dealing 2013

Jan 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BASCH JEFFREY W (Vice Pres.& Chief)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-02	Common	M	2239.062	—	Acquired	64658.062	Direct
2013-01-02	Common	F	855.	$21.53	Disposed	63803.062	Direct
2013-01-02	Common	F	1747.	$20.90	Disposed	62056.062	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-02	Restricted Stock Unit	$	M	2239.062	Disposed		Common (2239.062)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	3147.196	Indirect

Footnotes

F1: Represents Common Shares issued upon the vesting of restricted stock unit awards. This Form 4 reports the disposition of such restricted stock units in exchange for an equal number of Common Shares.

F2: Delivery of shares to pay taxes upon vesting of restricted stock units.

F3: Delivery of shares to pay taxes upon vesting of restricted shares.

F4: Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

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