X0201 4/A 2003-12-31 2004-01-05 0 0000080661 PROGRESSIVE CORP/OH/ PGR 0001178445 MATTHEWS NORMAN S 650 MADISON AVENUE, 23RD FLOOR NEW YORK NY 10022 1 0 0 0 Phantom Stock Unit 2003-12-31 4 A 0 108.812 83.59 A Common 108.812 3932.7281 D 1 for 1 On December 31, 2003, the Reporting Person was erroneously credited with 132.755 phantom stock units, when he should have been credited with 108.812 units. On February 10, 2003, the Company retroactively corrected the error and adjusted the Reporting Person's phantom stock account, as reported on this Amended Form 4. The phantom stock units will be distributed in cash at the time elected by the Reporting Person, subject to the vesting provisions of the Plan. The Reporting Person was also erroneously over-credited with 33.7211 phantom stock units on March 31, 2003, and with 28.9491 units on September 30, 2003. In addition, the Reporting person was erroneously under-credited by 6.8284 units on June 30, 2003. On February 10, 2004, the Company retroactively corrected these errors, and the resulting adjustments are reflected in the total units held as of December 31, 2003, as reported on this Amended Form 4. /s/ David M. Coffey, by Power of Attorney 2004-02-12