X0303 4 2010-01-01 0 0000080661 PROGRESSIVE CORP/OH/ PGR 0001218679 CODY WILLIAM M 6300 WILSON MILLS ROAD MAYFIELD VILLAGE OH 44143 0 1 0 0 Chief Investment Officer Common 2010-01-01 4 F 0 3729. 18.09 D 208763. D Common 2010-01-01 4 D 0 4804. 0 D 203959. D Common 14448.972 I 401(K) Plan Deferred Comp Unit 0 2010-01-01 4 A 0 4804. 0 A Common 4804. 65283.91 D Delivery of shares to pay taxes upon vesting of restricted shares. The reporting person elected to defer receipt of previously granted restricted common shares upon vesting thereof. This Form 4 reports the disposition of such restricted shares in exchange for an equal number of units under the applicable deferred compensation plan. 1 for 1. 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. Units 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. David M. Coffey, by Power of Attorney 2010-01-05