PROGRESSIVE CORP/OH/ — Director's Dealing 2014

Feb 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2014-02-07

Reporting Person: Charney M Jeffrey (Chief Marketing Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-07	Restricted Stock Unit	$	A	3246.023	Acquired		Common (3246.023)	Direct

Footnotes

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

F2: These units, which were acquired upon the reinvestment of dividend equivalents, will vest at the same time as the Restricted Stock Units to which they relate.

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