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| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0104 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year)
08/08/2008 | 3. Issuer Name and Ticker or Trading Symbol
PROGRESSIVE CORP/OH/
[PGR]
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | | 10% Owner | | X | Officer (give title below) | | Other (specify below) | | Chief Human Resources Officer |
| 5. If Amendment, Date of Original Filed (Month/Day/Year)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
| X | Form filed by One Reporting Person | | Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
| 2.
Amount of Securities Owned (Instr.
4)
| 3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
| 4. Nature of Indirect Beneficial Ownership (Instr.
5)
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|---|
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Common
|
38,991
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D
| | |
Common
|
13,665.496
|
I
|
401(k) Plan
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year)
| 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Excercise Price of Derivative Security
| 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
| 6. Nature of Indirect Beneficial Ownership (Instr. 5)
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|---|
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
|---|
|
2001 Employee Option
| | 12/31/2010 |
Common
|
1,400
|
$
6.9855
|
D
| | |
2002 Employee Option
| | 12/31/2011 |
Common
|
8,218
|
$
11.8556
|
D
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| Explanation of Responses: | |
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Remarks:
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| David M. Coffey, by Power of Attorney | 08/12/2008 | | ** Signature of Reporting Person | Date | | Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | | * If the form is filed by more than one reporting person, see Instruction 5(b)(v). | | ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
| | Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure. | | Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
POWER OF ATTORNEY
The undersigned is a director and/or officer of The Progressive
Corporation, an Ohio corporation (the "Corporation"), certain securities
of which are registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Act"). The undersigned
hereby makes, constitutes and appoints Charles E. Jarrett, Dane A.
Shrallow, Michael R. Uth and David M. Coffey, and each of them, my
true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for me and in my name, place and stead,
as my attorney-in-fact and agent, to sign any and all Forms 3, 4 and 5,
or successor forms, and any and all amendments or supplements thereto,
in order to report, pursuant to Section 16(a) of the Act, the number of
the Common Shares and other securities (including any derivative
securities) of the Corporation beneficially owned by the undersigned, or
any change in the number of Shares or other securities of the
Corporation so owned by the undersigned or in the nature of such
ownership, and to file with the Securities and Exchange Commission
and the New York Stock Exchange the required number of copies of
such form or forms, or any such amendments or supplements, pursuant
to and in accordance with the applicable rules and regulations of the
Securities and Exchange Commission and the New York Stock
Exchange giving and granting unto each said attorney-in-fact and agent
full power and authority to do and perform any and all acts and things
whatsoever necessary or appropriate to be done in or about the
premises, as fully to all intents and purposes as the undersigned might
or could do if personally present, hereby ratifying and approving all that
said attorneys-in-fact and agents, or any of them, or any such substitute
or substitutes, shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney on the 11th day of August, 2008.
/s/Valerie A. Krasowksi
Valerie A. Krasowski
H:\LEGAL\mch\L860074\Krasowski\POA Form 3,4,5.doc
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