PROGRESSIVE CORP/OH/ — Director's Dealing 2014

Jan 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BASCH JEFFREY W (Vice Pres & Chief Acct Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-01	Common	M	4164.85	—	Acquired	67742.412	Direct
2014-01-01	Common	F	1589	$26.99	Disposed	66153.412	Direct
2014-01-01	Common	F	916	$27.23	Disposed	65237.412	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-01	Restricted Stock Unit	$	M	4164.85	Disposed		Common (4164.85)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	3186.595	Indirect

Footnotes

F1: Represents Common Shares issued upon the vesting of restricted stock unit awards. This Form 4 reports the disposition of such restricted stock units in exchange for an equal number of Common Shares.

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

F3: Delivery of shares to pay taxes upon vesting of restricted shares.

F4: Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

F5: Units vested on January 1, 2014.

F6: Expiration Date is the same as the Date Exercisable.