Progressive Recommends Rejection of Below-Market "Mini-Tender Offer"

The Progressive Corporation (NYSE: PGR) today said it has become aware of a “mini-tender offer” by TRC Capital Corporation (TRC) to purchase up to 5 million shares of Progressive’s common stock at a price of $16.60 per share. Progressive cautions its stockholders that TRC’s unsolicited offering price of $16.60 per share was more than 4 percent below the $17.37 per share closing price of Progressive’s stock on April 15, 2008, the day before the mini-tender offer was commenced, and approximately 11 percent below the $18.64 per share closing price of Progressive’s stock on April 25, 2008.

Progressive urges investors to obtain current market quotations for their Progressive shares, consult with their broker or financial advisor and exercise caution with respect to this offer. Progressive does not endorse this offer and recommends that stockholders not tender their shares in response to TRC’s offer.

Progressive has no affiliation whatsoever with TRC, its offer or the offer documentation. TRC has a history of making mini-tender offers for the shares of other companies for its own profit. Mini-tender offers are third-party offers which seek to acquire less than 5 percent of a company’s outstanding shares and thereby avoid many procedural protections and disclosure requirements of the Securities and Exchange Commission (SEC) that apply to offers for more than 5 percent of a company’s outstanding shares.

The SEC has issued an investor alert regarding these mini-tender offers, noting that “some bidders make “mini-tender” offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s advisory may be found at

Progressive stockholders who have already tendered are advised that, under the terms of the published offer, they may withdraw their shares by providing the written notice described in TRC’s offering documents prior to the expiration of the offer, currently scheduled for 12:01 a.m., New York City time, on Thursday, May 15, 2008.

Progressive refers broker/dealers and other market participants in the dissemination of TRC’s offer to the SEC’s recommendations to broker/dealers in these circumstances which can be found at, and to Information Memo Number 01-27 issued by the New York Stock Exchange on Sept. 28, 2001, regarding the dissemination of mini-tender offer materials, which can be found under the “NYSE Regulation — Rules & Interpretations – Information Memos” tab on the NYSE’s website at Progressive requests that a copy of this press release be included with all distributions of materials relating to TRC’s mini-tender offer.

About Progressive

The Progressive Group of Insurance Companies, in business since 1937, is the country’s third largest auto insurance group and largest seller of motorcycle and personal watercraft policies based on premiums written, and is a market leader in commercial auto insurance.

Progressive is committed to becoming consumers’ #1 choice for auto insurance by providing competitive rates and products that meet drivers’ needs throughout their lifetimes, superior online and in-person customer service, and best-in-class, 24-hour claims service, including its concierge level of claims service available at service centers located in major metropolitan areas throughout the United States.

Progressive companies offer consumers choices in how to shop for, buy and manage their auto insurance policies. Progressive offers its products, including personal and commercial auto, motorcycle, boat and recreational vehicle insurance, through more than 30,000 independent insurance agencies throughout the U.S. and online and by phone directly from the Company. To find an agent or to get a quote, go to

The Common Shares of The Progressive Corporation, the Mayfield Village, Ohio-based holding company, are publicly traded at NYSE:PGR.