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: RENWICK GLENN M (Director, President & Chief Exec Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-01	Common	D	104167	—	Disposed	2072552.839	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-01	Deferred Comp Unit	$0	A	104167	Acquired		Common (104167)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	121210.448	Indirect

Footnotes

F1: The reporting person elected to defer receipt of previously granted restricted Common Shares upon vesting thereof. This Form 4 reports disposition of such restricted shares in exchange for an equal number of units under the applicable deferred compensation plan.

F2: 1 for 1

F3: See footnote 1.

F4: 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.

F5: Expiration Date is the same as the Date Exercisable.