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: Sauerland John P (Personal Lines Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-01	Common	M	16600.29	—	Acquired	260621.176	Direct
2014-01-01	Common	F	5656	$26.99	Disposed	254965.176	Direct
2014-01-01	Common	F	3815	$27.23	Disposed	251150.176	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-01	Restricted Stock Unit	$	M	16600.29	Disposed		Common (16600.29)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	9814.512	Indirect
Common	1200	Indirect
Common	5600	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 exhange 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: The Reporting Person is trustee of a family trust, certain
beneficiaries of which are immediate family members of the
Reporting Person. The Reporting Person disclaims
beneficial ownership of the reported securities except to
the extent of his pecuniary interest therein (including the
pecuniary interest of such immediate family members), and
the inclusion of these shares in this report shall not be
deemed an admission of beneficial ownership of all of the
reported shares for purposes of Section 16 or for any other
purpose.

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

F6: See footnote 1.

F7: Units vested on January 1, 2014.

F8: Expiration Date is the same as the Date Exercisable.