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: CODY WILLIAM M (Chief Investment)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-01	Common	D	9560.	—	Disposed	147650.	Direct
2009-01-01	Common	F	1660.	$14.60	Disposed	145990.	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-01-01	Deferred Comp Unit	$0	A	9560.	Acquired		Common (9560.)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	13049.234	Indirect

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 units under the applicable deferred compensation plan.

F2: Delivery of shares to pay taxes upon vesting of restricted shares.

F3: 1 for 1.

F4: Units deferred from restricted stock awards made prior to March 2005 will be exercisable six (6) months and one (1) day from the date of the transactions reported herein. Units deferred from restricted stock awards made on or after March 2005 will not be exercisable prior to distribution and will be distributed in an equivalent number of Common Shares at the time elected by the reporting person, subject to the payment provisions of the plan.

F5: Units deferred from restricted stock awards made prior to March 2005 will be paid out in cash at the time elected by the reporting person, subject to the payment provisions of the plan. Units deferred from restricted stock awards made on or after March 2005 will be distributed in an equivalent number of Common Shares at the time elected by the reporting person, subject to the payment provisions of the plan.