PROGRESSIVE CORP/OH/ — Director's Dealing 2009

Sep 1, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2009-04-17

Reporting Person: SHEARES BRADLEY T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-17	Common	D	252.	—	Disposed	10483.	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-04-17	Phantom Stock Unit / (Rest. Stock)	$0	A	252.	Acquired		Common (252.)	Direct

Footnotes

F1: The reporting person elected to defer receipt of previously granted restricted Common Shares upon vesting thereof. This Form 4 reports the disposition of such restricted shares in exchange for an equal number of phantom stock units under the applicable deferred compensation plan.

F2: 1 for 1.

F3: 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.