PROGRESSIVE CORP/OH/ — Director's Dealing 2008

Dec 29, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2008-12-24

Reporting Person: CODY WILLIAM M (Chief Investment)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-24	Common	M	14487.	$10.782	Acquired	170197.	Direct
2008-12-24	Common	S	1981.	$13.84	Disposed	168216.	Direct
2008-12-24	Common	S	19.	$13.8401	Disposed	168197.	Direct
2008-12-24	Common	S	4987.	$13.85	Disposed	163210.	Direct
2008-12-24	Common	S	6000.	$13.86	Disposed	157210.	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-12-24	1999 Employee Option	$10.782	M	14487.	Disposed	2008-12-31	Common (14487.)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	13048.79	Indirect

Footnotes

F1: The reporting person previously reported all non-qualified employee stock options ("NQSOs") on an aggregate basis (i.e., all options were reported together under the security title "Employee Option"). The reporting person is now reporting NQSOs received on different grant dates as separate securities (e.g., "1998 Employee Option," "1999 Employee Option," etc.) and will no longer show the aggregated "Employee Option" line on Form 4s.