UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

THE PROGRESSIVE CORPORATION

(Exact name of registrant as specified in its charter)

Ohio		1-9518		34-0963169
(State or other		(Commission File		(IRS Employer
jurisdiction of		Number)		Identification
incorporation)				No.)

6300 Wilson Mills Road, Mayfield Village, Ohio 44143

Registrant’s telephone number, including area code 440-461-5000

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On March 23, 2007, the Compensation Committee (the “Committee”) of the Board of Directors of The Progressive Corporation (the “Company”) approved awards of restricted stock to executive officers and certain other employees of the Company under The Progressive Corporation 2003 Incentive Plan, as amended (the “Plan”). Awards were made in the form of time-based restricted stock and performance-based restricted stock. The time-based awards are scheduled to vest, subject to the provisions of the Plan and the applicable award agreement, in three equal installments on January 1, 2010, 2011 and 2012.

     Certain executive officers and other senior managers also received performance-based awards. Subject to the terms and conditions of the Plan and the applicable award agreement, the performance-based awards will vest on the date of the public dissemination by the Company of a news release reporting earnings for a fiscal month that is the final month of twelve (12) consecutive fiscal months during which the Company and its subsidiaries have generated net premiums earned of $19.0 billion or more and achieved an average combined ratio of 96 or less. If these vesting criteria are not satisfied by December 31, 2016, the performance-based awards will expire, and the applicable restricted shares will be forfeited automatically.

     The Company’s named executive officers, as identified in our Proxy Statement dated March 9, 2007, received the following awards:

								Performance-
				Time-Based				Based Restricted				Total Restricted
Name		Position		Restricted Shares				Shares				Shares
Glenn M. Renwick		President and Chief			178,659				178,655				357,314
		Executive Officer
W. Thomas Forrester*		Vice President and			0				0				0
		Chief Financial Officer
Brian J. Passell		Claims Group President			20,964				20,965				41,929
William M. Cody		Chief Investment Officer			17,391				17,390				34,781
Charles E. Jarrett		Vice President, Secretary			18,819				18,820				37,639
		and Chief Legal Officer

     The Committee also approved new forms of restricted stock award agreements to be executed by award recipients. These award agreements, copies of which are attached hereto, are substantially similar to prior award agreements used under the Plan, except that the new agreements provide that, prior to vesting, recipients of restricted stock awards will not receive cash dividends that are paid with respect to the Company’s Common Shares, but such amounts will be retained by the Company and paid to the recipient, with interest, only if and when the underlying restricted stock award vests. These provisions are required for all restricted stock awards made in or after March 2007, pursuant to the First Amendment to the Plan, which was approved by the Board of Directors on February 3, 2007.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

     See exhibit index on page 4.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 26, 2007

EXHIBIT INDEX

Exhibit No.
Under Reg.		Form 8-K
S-K Item 601		Exhibit No.				Description
10			10.1			Form of Restricted Stock Award Agreement for Time-Based Awards
10			10.2			Form of Restricted Stock Award Agreement for Performance-Based Awards