PROGRESSIVE CORP/OH/ — Director's Dealing 2008

Dec 15, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2008-12-10

Reporting Person: LEWIS PETER B (Director, Chairman of Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-10	Common	G	18000.	—	Acquired	18000.	Indirect
2008-12-10	Common	G	18000.	—	Acquired	18000.	Indirect
2008-12-10	Common	G	18000.	—	Acquired	18000.	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	47347614.	Direct
Common	221748.75	Indirect
Common	400000.	Indirect

Footnotes

F1: Represents reporting person becoming successor trustee of an existing trust for the benefit of the reporting person's grandchild. The reporting person disclaims beneficial ownership of all shares held by the trust.

F2: Shares are held in a trust for the benefit of the reporting person's grandchildren of which the reporting person is a trustee. Reporting person disclaims beneficial ownership in the shares held by the trust.