X0201 4/A 2003-12-31 2004-01-05 0 0000080661 PROGRESSIVE CORP/OH/ PGR 0001071287 DAVIS CHARLES A /NJ/ 1 CAPE MAY ST 1 CAPE MAY ST HARRISON NJ 07029 1 0 0 0 Phantom Stock Unit 2003-12-31 4 A 0 121.3519 83.59 A Common 121.3519 5873.4779 D 1 for 1 On December 31, 2003, the Reporting Person was erroneously credited with 121.3478 phantom stock units, when he should have been credited with 121.3519 units. On February 10, 2004, the Company retroactively corrected the error and adjusted the Reporting Person's phantom stock account, as reported in 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 also was erroneously under-credited by 13.6799 phantom stock units on June 30, 2003, and by .0049 units on September 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 in this Amended Form 4. /s/ David M. Coffey, by Power of Attorney 2004-02-12