PROGRESSIVE CORP/OH/ — Director's Dealing 2008

Nov 26, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 1993-02-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-11-25	Common	M	228000.	$4.3801	Acquired	47347614.	Direct
1993-02-18	Common	G	360000.	—	Acquired	360000.	Indirect
1993-05-21	Common	G	433200.	—	Acquired	793200.	Indirect
2001-05-02	Common	S	73200.	$9.85	Disposed	720000.	Indirect
2001-11-01	Common	S	120000.	$11.52	Disposed	600000.	Indirect
2002-02-08	Common	S	108000.	$12.25	Disposed	492000.	Indirect
2002-07-30	Common	S	92000.	$12.47	Disposed	400000.	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-11-25	2000 Employee Option	$4.3801	M	228000.	Disposed	2009-12-31	Common (228000.)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	221748.75	Indirect

Footnotes

F1: Represents a contribution of shares by the reporting person's adult daughter into a trust for the benefit of the reporting person's grandchildren.

F2: Number and price of shares reported has been adjusted to reflect a 3-for-1 stock split, effected on April 23, 2002, and a 4-for-1 stock split, effected on May 19, 2006.

F3: 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.

F4: Number and price of shares reported has been adjusted to reflect a 4-for-1 stock split, effected on May 19, 2006.