PROGRESSIVE CORP/OH/ PGR

election_required = True...hares tendered by all holders of “odd lots” (as defined below) who: (1) tender all shares owned beneficially or of record by such holder at a price at or below the purchase price determined by us (partial tenders will not qualify for this preference); and (2) complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. • second, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered at prices at or below the purchase price determined by us on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as describe...

expiry = 2004-10-15...ROGRESSIVE CORPORATION of Up to 17,100,000 of its Common Shares at a Purchase Price Not Greater Than $88.00 Nor Less Than $78.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, OCTOBER 15, 2004, UNLESS THE TENDER OFFER IS EXTENDED. The Progressive Corporation, an Ohio corporation (“Progressive” or “we”), invites our shareholders to tender up to 17,100,000 of our common shares, $1.00 par value, for purchase at a price not greater...

listed = True...rdless of whether the shareholder tendered at a lower price. See Section 1. THE TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7. The shares are listed and traded on the New York Stock Exchange (the “NYSE”) under the trading symbol “PGR.” On September 10, 2004, the last full trading day before the date of announcement of the tender offer, the last reported sale price of the shares was $79.25 per share. You are urged to obtain current market quotations for the shares. See Section 8. OUR BOARD OF DIRECTORS HAS APPROVED THE TENDER OFFER. HOW...

mechanism = DUTCH...hase up to 17,100,000 of our outstanding common shares, subject to our right to purchase up to an additional 2% of our outstanding shares. What will be the purchase price for the shares? We are conducting the tender offer through a procedure commonly called a modified “Dutch auction.” This procedure allows you to select the price, in increments of $0.50, within a price range specified by us at which you are willing to sell your shares. The price range for this offer is $78.00 to $88.00 per share. At the close of the tender offer, we will determine the purchase price, which will be the lowest price at which we can pu...

mechanism = DUTCHEX-99.A.1.IX 2 l09519bexv99waw1wix.htm EX-99(A)(1)(IX) FIDELITY LETTER TO PARTICIPANTS EX-99(A)(1)(IX) FIDELITY LETTER TO PARTICIPANTS Exhibit (a)(1)(ix) IMMEDIATE ATTENTION REQUIRED September 16, 2004 Re: Dutch Auction Tender Offer by The Progressive Corporation Dear Plan Participant: The enclosed tender offer materials and a Direction Form require your immediate attention. Our records reflect that, as a participant in The Progressive Retirement Security Program (the “Plan”), all or a portion of your individual account is invested in The Progressive Co...

mechanism = DUTCHEX-99.A.5.IV 2 l09724aexv99waw5wiv.htm Q&A FOR EMPLOYEES Exhibit (A)(5)(IV) EXHIBIT (a)(5)(iv) Q&A AVAILABLE ABOUT PROGRESSIVE’S “DUTCH AUCTION” TENDER OFFER 09/29/2004 – On September 13, 2004, Progressive announced the commencement of a modified “Dutch auction” tender offer to purchase up to 17.1 million of the Company’s common shares. Since then, employees have been asking questions regarding the tender offer, how it works and how it affects them. In response to many of these questions, we have prepared a Q&A about the tender offer process, including some issues that are specific to the Compa...

must_tender_all = True...ares (or such greater number of shares as we may elect to purchase, subject to applicable law) are tendered at prices at or below the purchase price, we will purchase shares: • first, from all shareholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the purchase price determined by us and do not properly withdraw them before the expiration of the tender offer; • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis from all other shareholders who properly tender shares at or below the purchase price determined by us; and • third...

price = USD 78.0-88.0...fied “Dutch auction.” This procedure allows you to select the price, in increments of $0.50, within a price range specified by us at which you are willing to sell your shares. The price range for this offer is $78.00 to $88.00 per share. At the close of the tender offer, we will determine the purchase price, which will be the lowest price at which we can purchase 17,100,000 shares, or such lesser number of shares as are properly tendered, bas...

price = USD 78.0-88.0...der offer materials describe an offer (the “Offer”) by The Progressive Corporation to purchase up to 17,100,000 shares of its Common Shares, $1 par value, (“Shares”) at a price of not less than $78.00 and not greater than $88.00 per share, on the terms and subject to the conditions set forth in the Offer to Purchase dated September 14, 2004, as it may be supplemented or amended (the “Offer to Purchase”). As described below, you have the right t...

priority = True...ce, in what order will you purchase the tendered shares? If more than 17,100,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) are tendered at prices at or below the purchase price, we will purchase shares: • first, from all shareholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the purchase price determined by us and do not properly withdraw them before the expiration of the tender offer; • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis from all other shareholders who properly tender shares at or below...

threshold = 100...n. The 17,100,000 shares represent approximately 7.9% of our outstanding common shares as of September 10, 2004. If more than 17,100,000 shares are tendered, all shares tendered at or below the purchase price will be purchased on a pro rata basis, except for “odd lots” (lots held by owners of fewer than 100 shares), which will be purchased on a priority basis. If more than 17,100,000 shares are tendered in the tender offer, we reserve the right to purchase up to an additional 2% of our outstanding shares, or approximately 4,400,000 shares, without extending the tender offer, subject to applicable legal requirements. See Section 1. 1 Table of Conte...

threshold = 100...ndividual account at a price in excess of the Purchase Price as finally determined, or in the event of proration, those Shares not purchased in the Offer will remain allocated to your individual account under the Plan. The preferential treatment of holders of fewer than 100 Shares, so-called odd lot holders, as described in Section 1 of the Offer to Purchase, will not be afforded to participants in the Plan, regardless of the number of Shares held within their individual accounts. Additionally, the conditional tender of Shares, as described in Section 6 of the Offer to Purchase, will not be afforded to participants in the Plan. EFFE...

txn_type = TENDER_OFFEREX-99.A.1.I 2 l09519aexv99waw1wi.htm EX-99(A)(1)(I) OFFER TO PURCHASE Exhibit 99(A)(1)(I) Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash by THE PROGRESSIVE CORPORATION of Up to 17,100,000 of its Common Shares at a Purchase Price Not Greater Than $88.00 Nor Less Than $78.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIM...

txn_type = TENDER_OFFER...he “Offer”) by The Progressive Corporation to purchase up to 17,100,000 shares of its Common Shares, $1 par value, (“Shares”) at a price of not less than $78.00 and not greater than $88.00 per share, on the terms and subject to the conditions set forth in the Offer to Purchase dated September 14, 2004, as it may be supplemented or amended (the “Offer to Purchase”). As described below, you have the right to instruct Fidelity Management Trust Company (“Fidelity”), as trustee of The Progressive Retirement Security Program Trust, concerning whether to tender Shares attributable to your individual account under the...

txn_type = TENDER_OFFER...IV 2 l09724aexv99waw5wiv.htm Q&A FOR EMPLOYEES Exhibit (A)(5)(IV) EXHIBIT (a)(5)(iv) Q&A AVAILABLE ABOUT PROGRESSIVE’S “DUTCH AUCTION” TENDER OFFER 09/29/2004 – On September 13, 2004, Progressive announced the commencement of a modified “Dutch auction” tender offer to purchase up to 17.1 million of the Company’s common shares. Since then, employees have been asking questions regarding the tender offer, how it works and how it affects them. In response to many of these questions, we have prepared a Q&A about the tender offer process, including some issues that are specific to the Company’s employees. Please not...