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PROGRESSIVE CORP/OH/ Director's Dealing 2014

Jan 3, 2014

29822_dirs_2014-01-03_e558fb47-6963-478e-b78f-f0900b269f07.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: 2014-01-01

Reporting Person: Krasowski Valerie A (Chief Human Resource Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-01-01 Common M 11618.185 Acquired 101154.685 Direct
2014-01-01 Common F 4020 $26.99 Disposed 97134.685 Direct
2014-01-01 Common F 2761 $27.23 Disposed 94373.685 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-01-01 Restricted Stock Unit $ M 11618.185 Disposed Common (11618.185) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 10643.554 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: See footnote 1.

F6: Units vested on January 1, 2014.

F7: Expiration Date is the same as the Date Exercisable.