PROGRESSIVE CORP/OH/ — Director's Dealing 2009

Jan 27, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2009-01-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-23	Common	M	15922.	$11.8556	Acquired	47363536.	Direct
2009-01-23	Common	M	199844.	$6.9855	Acquired	47563380.	Direct
2009-01-23	Common	M	212778.	$4.3801	Acquired	47776158.	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-01-23	2000 Employee Option	$4.3801	M	212778.	Disposed	2009-12-31	Common (212778.)	Direct
2009-01-23	2001 Employee Option	$6.9855	M	199844.	Disposed	2010-12-31	Common (199844.)	Direct
2009-01-23	2002 Employee Option	$11.8556	M	15922.	Disposed	2011-12-31	Common (15922.)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	221756.377	Indirect
Common	400000.	Indirect
Common	18000.	Indirect
Common	18000.	Indirect
Common	18000.	Indirect

Footnotes

F1: 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.

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

F3: The option vests in three equal annual installments beginning January 1, 2003.

F4: The option vests in three equal annual installments beginning January 1, 2004.

F5: The option vests in three equal annual installments beginning January 1, 2005.