X0306 4 2016-05-13 0000080661 PROGRESSIVE CORP/OH/ PGR 0001185527 KELLY JEFFREY D 6300 WILSON MILLS RD. MAYFIELD VILLAGE OH 44143 1 Common 2016-05-13 4 A 0 4603 0 A 75910 D Restricted stock grant, made pursuant to The Progressive Corporation 2003 Directors Equity Incentive Plan, and which will vest on April 13, 2017. The Progressive Corporation allowed each director to indicate their preference to receive their compensation for the 2016-2017 term in the form of 100% restricted stock or 60% restricted stock and 40% cash. The reporting person indicated a preference to receive their compensation in the form of 60% restricted stock and 40% cash. After considering such preference, the Compensation Committee granted a restricted stock award representing 60% of the reporting person's compensation for the 2016-2017 term, and authorized a cash payment on April 13, 2017 for the remaining 40% of the reporting person's compensation. /s/ David M. Coffey, By Power of Attorney 2016-05-17