PROGRESSIVE CORP/OH/ — Director's Dealing 2010

Dec 30, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2010-12-29

Reporting Person: SHEARES BRADLEY T (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-29	Phantom Stock Unit / (Rest. Stock)	$0	A	2171.9752	Disposed		Common (2171.9752)	Direct

Footnotes

F1: 1 for 1.

F2: These phantom shares were acquired upon the reinvestment of dividends pursuant to the terms of the plan.

F3: The phantom stock units will be distributed in cash at the time elected by the reporting person, subject to the vesting provisions of the Plan.

F4: Expiration Date is the same as the Date Exercisable.