PROGRESSIVE CORP/OH/ — Director's Dealing 2010

Nov 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2010-11-15

Reporting Person: Charney M Jeffrey (Chief Marketing Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-15	Restricted Stock Unit	$	A	70000.	Acquired		Common (70000.)	Direct

Footnotes

F1: Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

F2: These units will vest in two equal annual installments beginning on January 1, 2012.

F3: Expiration Date is the same as the Date Exercisable.