Form 4

FORM 4

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

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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 & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*

Lewis, Peter B.

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                                   X 10% Owner
X Officer (give title below)          Other (specify below)

Chairman                                          

(Last)      (First)     (Middle)

6300 Wilson Mills Blvd.
 

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

 

4. Statement for
Month/Day/Year
1/28/03

(Street)

Mayfield Village, OH 44143

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

Common

1/28/03

 

M

 

367,200

A

$10.3333

 

D

 

Common

1/28/03

 

M

 

279,600

A

$12.6666

647,800

D

 

Common

 

 

 

 

 

 

 

49,477.058

I

401(k) Plan

Common

 

 

 

 

 

 

 

294,000

I

As Gen. Part. of Lewis L.P.

Common

 

 

 

 

 

 

 

1,135,282

I

As GP of Lewis Children LP III

Common

 

 

 

 

 

 

 

1,161,253

I

By Lewis Children IV, LLC

Common

 

 

 

 

 

 

 

1,181,454

I

By Lewis Children V, LLC

Common

 

 

 

 

 

 

 

4,000

I

By Lewis Children VI, LLC

Common

 

 

 

 

 

 

 

14,843,823

I

By PBL Investments, LP
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).

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 control number
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

Employee Option

$10.3333

1/28/03

 

M

 

 

367,200

4/14/94

12/31/03

Common

367,200

 

 

D

 

Employee Option

$12.6666

1/28/03

 

M

 

 

279,600

5/19/95

12/31/04

Common

279,600

 

1,050,804

D

 

Explanation of Responses:
  By: /s/ Peter B. Lewis
             By: David M. Coffey, Attorney in Fact
**Signature of Reporting Person		 01/28/03
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/ Peter B. Lewis

Peter B. Lewis