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: KING THOMAS A (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-02	Common	M	400.007	—	Acquired	104024.007	Direct
2013-01-02	Common	F	153.	$21.53	Disposed	103871.007	Direct
2013-01-02	Common	F	2569.	$20.90	Disposed	101302.007	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-02	Deferred Comp Unit	$0	A	2798.	Acquired		Common (2798.)	Direct
2013-01-02	Restricted Stock Unit	$	D	2798.	Disposed		Common (2798.)	Direct
2013-01-02	Restricted Stock Unit	$	M	400.007	Disposed		Common (400.007)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	20887.106	Indirect

Footnotes

F1: Represent amounts related to previous dividend equivalent units issued under one or more restricted stock unit awards which were deliverable in Common Shares upon vesting of the RSU awards to which they relate, at the rate of 1 to 1. These dividend equivalent units are not eligible for deferral under an applicable plan.

F2: Delivery of shares to pay taxes upon delivery of Common Shares related to dividend equivalent units as described in footnote 1.

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

F4: 1 for 1.

F5: The reporting person elected to defer receipt of Common Shares issuable under previously granted restricted stock unit awards upon vesting thereof. This Form 4 reports disposition of such restricted stock units in exchange for an equal number of units under the applicable deferred compensation plan.

F6: Units 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.

F7: Units 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.

F8: Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

F9: Expiration Date is the same as the Date Exercisable.