PROGRESSIVE CORP/OH/ — Director's Dealing 2014

May 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2014-05-01

Reporting Person: Domeck Brian (Vice Pres & Chief Fin Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-01	Deferred Comp Unit	$	A	10684.5	Acquired		Common (10684.5)	Direct
2014-05-01	Restricted Stock Unit	$	D	10684.5	Disposed		Common (10684.5)	Direct

Footnotes

F1: 1 for 1

F2: The reporting person elected to defer receipt of Common Shares upon the vesting of previously granted restricted stock unit awards. This Form 4 reports disposition of such restricted stock units in exchange for an equal number of units under the applicable deferred compensation plan.

F3: Units 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.

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

F5: Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

F6: May 1, 2014