PROGRESSIVE CORP/OH/ — Director's Dealing 2009

Mar 20, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2009-03-18

Reporting Person: SHACKELFORD DONALD B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-03-18	Common	D	8924.	—	Disposed	802809.	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-03-18	Phantom Stock Unit / (Rest. Stock)	$0	A	8924.	Acquired		Common (8924.)	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.