PROGRESSIVE CORP/OH/ — Director's Dealing 2009

Jan 5, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Sauerland John P (Personal Lines Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-01	Common	F	2288.	$14.60	Disposed	123511.	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	8401.277	Indirect
Common	5600.	Indirect
Common	1200.	Indirect
Common	5600.	Indirect

Footnotes

F1: Delivery of shares to pay taxes upon vesting of restricted shares.

F2: The Reporting Person is a general partner of the partnership that owns the reported securities. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

F3: The Reporting Person is trustee of a family trust, certain beneficiaries of which are immediate family members of the Reporting Person. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein (including the pecuniary interest of such immediate family members), and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.