Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Kelly Jeffrey D

2. Issuer Name and Ticker or Trading Symbol
The Progressive Corporation (PGR)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

1900 East Ninth Street
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
04/02/03

(Street)

Cleveland, OH 44114

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price
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 4(b)(v).

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FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Phantom Stock Unit

 

03/31/03

 

A

 

57.5204

 

 (1)

 (1)

Common

57.5204

 (2)

2,097.6428

D

 

Explanation of Responses:

(1) The phantom stock units will be distributed in cash at the time elected by the reporting person, subject to the vesting provisions of the Plan.
(2) Acquired at prices ranging from $49.63 to $59.31 per share.
  By: /s/ Jeffrey D. Kelly
             By: David M. Coffey, Attorney in Fact
**Signature of Reporting Person		 04/02/03
Date

**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

15th day of June, 2001.



/s/ Jeffrey D. Kelly

Jeffrey D. Kelly