PROGRESSIVE CORP/OH/ — Director's Dealing 2008

Feb 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2008-01-31

Reporting Person: MATTHEWS NORMAN S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-01-31	Common	M	180.2189	—	Acquired	189444.2189	Direct
2008-01-31	Common	D	180.2189	$18.41	Disposed	189264.	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-01-31	Phantom Stock Unit	$0	A	180.2189	Acquired		Common (180.2189)	Direct
2008-01-31	Phantom Stock Unit	$0	M	180.2189	Disposed		Common (180.2189)	Direct
2008-01-31	Phantom Stock Unit / (Rest. Stock)	$0	A	132.283	Acquired		Common (132.283)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	6000.	Indirect

Footnotes

F1: 1 for 1.

F2: The phantom stock units will be distributed in cash at the time elected by the reporting person, subject to the vesting provisions of the Plan.

F3: Expiration Date is the same as the Date Exercisable.

F4: These units will be paid out in an equal number of Common Shares at the time elected by the reporting person, subject to the vesting provisions of the plan.