PROGRESSIVE CORP/OH/ — Director's Dealing 2015

May 14, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2015-04-30

Reporting Person: Murphy John Jo (CRM Business Leader)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	13050.786	Direct
Common	10983.73	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$		Common (25442.23)		Direct

Footnotes

F1: Represents time-based restricted stock units granted to the reporting person between 2011 and 2015. Subject to the terms of the plan and award agreements, each award vests in three equal installments on the third, fourth and fifth January 1st following the date of grant or, with respect to the grants made in 2013 through 2015, on an earlier date that the reporting person achieves qualified retirement eligibility as defined in the plan. The following number of units are scheduled to vest on January 1st of each of the following years: 2016 - 7,222.503 units; 2017 - 6,771.161 units; 2018 - 6,226.234 units; 2019 - 3,526.332 units; 2020 - 1,696 units.

F2: Expiration Date is the same as the Date Exercisable.

F3: Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.