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PROGRESSIVE CORP/OH/ Director's Dealing 2014

Feb 11, 2014

29822_dirs_2014-02-11_4dd701b1-5f07-46e8-9fb5-92452d2f8f23.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2014-02-07

Reporting Person: JARRETT CHARLES E (Vice Pres, Secretary & CLO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-01-23 Common G 5558 Disposed 49360.969 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-02-07 Restricted Stock Unit $ A 3961.622 Acquired Common (3961.622) Direct
2014-02-07 Deferred Comp Unit $0 A 22023.201 Acquired Common (22023.201) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 4790.223 Indirect

Footnotes

F1: Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

F2: These units, which were acquired upon the reinvestment of dividend equivalents, will vest at the same time as the Restricted Stock Units to which they relate.

F3: Expiration Date is the same as the Date Exercisable.

F4: 1 for 1.

F5: These units, which were acquired upon the reinvestment of dividend equivalents, will be paid out in cash at the time elected by the reporting person or at such other time determined in accordance with the plan.