PROGRESSIVE CORP/OH/ — Director's Dealing 2013

Jan 3, 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: JARRETT CHARLES E (Secretary and Chief)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-02	Common	M	1093.368	—	Acquired	107744.368	Direct
2013-01-02	Common	D	20017.	—	Disposed	87727.368	Direct
2013-01-02	Common	F	418.	$21.53	Disposed	87309.368	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-02	Deferred Comp Unit	$0	A	27665.	Acquired		Common (27665.)	Direct
2013-01-02	Restricted Stock Unit	$	D	7648.	Disposed		Common (7648.)	Direct
2013-01-02	Restricted Stock Unit	$	M	1093.368	Disposed		Common (1093.368)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	4730.996	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: The reporting person elected to defer receipt of previously granted restricted Common Shares and Common Shares issuable under previously granted restricted stock unit awards upon vesting thereof. This Form 4 reports disposition of such restricted shares and restricted stock units in exchange for an equal number of units under the applicable deferred compensation plan.

F3: Delivery of shares to pay taxes upon delivery of Common Shares related to dividend equivalent units as described in footnote 1.

F4: 1 for 1.

F5: 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.

F6: 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.

F7: Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

F8: Expiration Date is the same as the Date Exercisable.