-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cbg5NZT9YQ/4s487hThuCHjgs78hMMMJjGtSRC5/MB65+bQCUghptrmErW3AySP9 lOVwJa/qSYOgxdPkeAMqXQ== 0000950152-97-002832.txt : 19970416 0000950152-97-002832.hdr.sgml : 19970416 ACCESSION NUMBER: 0000950152-97-002832 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 19970415 EFFECTIVENESS DATE: 19970415 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROGRESSIVE CORP/OH/ CENTRAL INDEX KEY: 0000080661 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 340963169 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-25197 FILM NUMBER: 97580708 BUSINESS ADDRESS: STREET 1: 6300 WILSON MILLS RD CITY: MAYFIELD VILLAGE STATE: OH ZIP: 44143 BUSINESS PHONE: 2164615000 MAIL ADDRESS: STREET 1: 6300 WILSON MILLS RD CITY: MAYFIELD VILLAGE STATE: OH ZIP: 44143 S-8 1 PROGRESSIVE CORPORATION FORM S-8 1 As filed with the Securities and Exchange Commission on April 15, 1997 Registration No. - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 THE PROGRESSIVE CORPORATION (Exact name of registrant as specified in its charter) OHIO 34-0963169 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 6300 Wilson Mills Road, Mayfield Village, Ohio 44143 (Address of Principal Executive Offices) (Zip Code) THE PROGRESSIVE CORPORATION 1995 INCENTIVE PLAN (Full title of the plan) David M. Schneider, Secretary The Progressive Corporation 6300 Wilson Mills Road Mayfield Village, Ohio 44143 (Name and address of agent for service) (216) 461-5000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ----------------------- -------------------- ----------------------- ----------------------- -------------------- Proposed maximum Proposed maximum Title of Securities Amount to be offering price per aggregate offering Amount of to be registered registered(1) share(2) price(2) registration fee - ----------------------- -------------------- ----------------------- ----------------------- -------------------- Common Shares, $1.00 5,000,000 $63.75 $318,750,000 $96,590.91 par value - ----------------------- -------------------- ----------------------- ----------------------- -------------------- 1. Pursuant to Rule 416(a), the amount of securities registered under this Registration Statement shall include an indeterminate number of additional Common Shares that may become issuable as a result of stock splits, stock dividends or similar transactions pursuant to the anti-dilution provisions of the Plan. 2 The registration fee has been calculated pursuant to Rules 457(c) and (h) based on the average of the high and low prices of such Common Shares reported in the consolidated reporting system on April 9, 1997.
2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE - ------- --------------------------------------- The following documents filed with the Securities and Exchange Commission (the "Commission") by the Registrant are incorporated into this Registration Statement by reference: (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996; (2) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "1934 Act") since the end of the fiscal year covered by the report referred to in (1) above; and (3) The description of the Common Shares contained in the Registrant's Registration Statement filed on Form 10 under the 1934 Act on file with the Commission and any amendment or report filed for the purpose of updating such description. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold, or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS - ------- ----------------------------------------- Article VI of the Code of Regulations of the Registrant provides for indemnification of any director, officer or employee in certain instances, as permitted under Section 1701.13(E) of the Ohio Revised Code, against any expenses, judgments, decrees, fines, penalties or amounts paid in settlement in connection with the defense of any action, suit or proceeding, criminal or civil, to which he was, is or may be a party by reason of his status as such director, officer or employee. A director, officer or employee is only entitled to indemnification if he is successful on the merits or otherwise in the defense of any such action, suit or proceeding or if a determination is made pursuant to Article VI of the Registrant's Code of Regulations (i) by the directors of the Registrant acting at a meeting at which a quorum consisting of directors who neither were nor are parties to or threatened with any such action, suit or proceeding is present, or (ii) by the shareholders of the Registrant at a meeting held for such purpose by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Registrant on such proposal or without a meeting by the written consent of the holders of shares entitling them to exercise two-thirds of the voting power on such proposal, that such director, officer or employee (a) was not, and has not been adjudicated to have been, negligent or guilty of misconduct in the performance of his duty to the Registrant, (b) acted in good faith and in a manner he reasonably believed to be in the best interest of the Registrant and (c) in any matter the subject of a criminal action, suit or proceeding, had no reasonable cause to believe that his conduct was unlawful. The expenses of each director, officer or employee incurred in defending any such action, suit or proceeding may be paid by the Registrant as they are incurred in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by the director, officer or employee to repay such expenses if it shall ultimately be determined that he is not entitled to be indemnified by the Registrant. Additionally, Section 1701.13(E)(5)(a) of the Ohio Revised Code provides that, unless prohibited by specific reference in a corporation's articles of incorporation or code of regulations, a corporation shall pay a II-1 3 director's expenses, including attorney's fees, as such expenses are incurred, in defending an action, suit or proceeding brought against him in such capacity, whether such action, suit or proceeding is brought by a third party or by or in the right of the corporation; provided the director delivers to the corporation an undertaking to (a) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act was undertaken with deliberate intent to injure the corporation or with reckless disregard for the best interests of the corporation and (b) reasonably cooperate with the corporation in such action, suit or proceeding. Section 1701.13(E)(7) of the Ohio Revised Code provides that a corporation may purchase insurance or furnish similar protection for any director, officer or employee against any liability asserted against him in any such capacity, whether or not the corporation would have power to indemnify him under Ohio law. Such insurance may be purchased from or maintained with a person in which the Registrant has a financial interest. The Registrant maintains directors and officers reimbursement and liability insurance in the amount of $20,000,000 pursuant to a policy issued by a wholly-owned subsidiary of the Registrant. The risks covered by such policy include certain liabilities under the securities laws. Item 8. EXHIBITS -------- 4(a) The Progressive Corporation 1995 Incentive Plan (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994, as filed with the Commission on March 28, 1995; see Exhibit 10(L) therein) 4(b) Form of Non-Qualified Stock Option Agreement 4(c) Form of Non-Qualified Stock Option Agreement with Qualified Retirement provisions 4(d) Amended Articles of Incorporation, as amended, of the Registrant (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993, as filed with the Commission on April 23, 1993; see Exhibit 3 therein) 4(e) Code of Regulations of the Registrant (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1996, as filed with the Commission on March 31, 1997; see Exhibit 3(B) therein) 5 Opinion of Baker & Hostetler LLP 23(a) Consent of Coopers & Lybrand L.L.P., Independent Accountants 23(b) Consent of Baker & Hostetler LLP (included in Exhibit 5) 24(a) Powers of Attorney 24(b) Resolutions of the Board of Directors of the Registrant as to Power of Attorney, certified by Secretary of the Registrant Item 9. UNDERTAKINGS ------------ A. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; II-2 4 (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 5 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Mayfield Village, Ohio, on April 15, 1997. THE PROGRESSIVE CORPORATION By /s/David M. Schneider ----------------------------- David M. Schneider, Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on April 15, 1997. Signature Title --------- ----- Peter B. Lewis* Chairman, President, Director and -------------- Principal Executive Officer Peter B. Lewis Charles B. Chokel* Treasurer and Principal Financial Officer ------------------ Charles B. Chokel Jeffrey W. Basch* Principal Accounting Officer ----------------- Jeffrey W. Basch Milton N. Allen* Director ---------------- Milton N. Allen B. Charles Ames* Director ---------------- B. Charles Ames Charles A. Davis* Director ----------------- Charles A. Davis Stephen R. Hardis* Director ------------------ Stephen R. Hardis Janet Hill* Director ----------- Janet Hill Norman S. Matthews* Director ------------------- Norman S. Matthews II-4 6 Donald B. Shackelford* Director ---------------------- Donald B. Shackelford Paul B. Sigler* Director --------------- Paul B. Sigler * David M. Schneider, by signing his name hereto, does sign this document on behalf of the persons indicated above pursuant to powers of attorney duly executed by such persons and filed as an exhibit to this Registration Statement. /s/David M. Schneider ----------------------- David M. Schneider Attorney-in-fact II-5 7 EXHIBIT INDEX ------------- EXHIBIT DESCRIPTION ------- ----------- 4(a) The Progressive Corporation 1995 Incentive Plan (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994, as filed with the Commission on March 28, 1995; see Exhibit 10(L) therein) 4(b) Form of Non-Qualified Stock Option Agreement 4(c) Form of Non-Qualified Stock Option Agreement with Qualified Retirement provisions 4(d) Amended Articles of Incorporation, as amended, of the Registrant (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993, as filed with the Commission on April 23, 1993; see Exhibit 3 therein) 4(e) Code of Regulations of the Registrant (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1996, as filed with the Commission on March 31, 1997; see Exhibit 3(B) therein) 5 Opinion of Baker & Hostetler LLP 23(a) Consent of Coopers & Lybrand L.L.P., Independent Accountants 23(b) Consent of Baker & Hostetler LLP (included in Exhibit 5) 24(a) Powers of Attorney 24(b) Resolutions of the Board of Directors of the Registrant as to Power of Attorney, certified by Secretary of the Registrant EX-4.A 2 EXHIBIT 4(A) 1 EXHIBIT 4(a) ------------ The Progressive Corporation 1995 Incentive Plan (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994, as filed with the Commission on March 28, 1995; see Exhibit 10(L) therein) EX-4.B 3 EXHIBIT 4(B) 1 EXHIBIT 4(b) ------------ Form of Non-Qualified Stock Option Agreement 2 NON-QUALIFIED STOCK OPTION AGREEMENT ------------------------------------ This Agreement (the "Agreement") is made as of the _____ day of ___________, between The Progressive Corporation, an Ohio corporation (the "Company"), and [NAME] (the "Optionee"). The Company hereby grants Optionee an option (the "Option") to purchase [TOTAL SHARES] Common Shares, $1.00 par value (the "Common Shares"), of the Company for a per share purchase price of $ ______ (the "Option Price"). The Option has been granted pursuant to The Progressive Corporation 1995 Incentive Plan (the "Plan") and shall include and be subject to all provisions of the Plan, which are hereby incorporated herein by reference, and shall be subject to the following provisions of this Agreement: 1. TERM. The Option shall become exercisable on ____________________ and may be exercised, in whole or in part, at any time thereafter until _____________, on which date the Option shall expire and no longer be exercisable. 2. METHOD OF EXERCISE. Subject to Section 1 above, the Option shall be exercisable from time to time by written notice (in form approved or furnished by the Company) to the Company which shall: (a) state that the Option is thereby being exercised, the number of Common Shares with respect to which the Option is being exercised, each person in whose name any certificates for the Common Shares should be registered and his or her address and social security number; (b) be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by anyone other than the Optionee, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to exercise the Option under the Plan and all applicable laws and regulations; and (c) be accompanied by such representations, warranties and agreements, in form and substance satisfactory to counsel for the Company, with respect to the investment intent of such person or persons exercising the Option as the Company may request. 3. PAYMENT OF PRICE. Upon exercise of the Option, the Company shall deliver a certificate or certificates for the Common Shares purchased thereunder to the specified person or persons at the specified time upon receipt of the full purchase price for such Common Shares: (i) by certified or bank cashier's check, or (ii) by any other method of payment or combination thereof authorized by the Plan. 4. TRANSFERABILITY. The Option shall not be transferable by the Optionee other than by will or by the laws of descent and distribution. Subject to the following sentence, during the lifetime of the Optionee, the Option shall be exercisable (subject to any other applicable restrictions on exercise) only by the Optionee for his or her own account. Upon the death or disability of the Optionee, the Option shall be exercisable (subject to any other applicable restrictions on exercise) only by the Optionee's estate (acting through its fiduciary) or by the Optionee's duly authorized legal representative, during the period and to the extent authorized in the Plan. 5. TERMINATION OF EMPLOYMENT. If the employment of the Optionee by the Company (or any of its Subsidiaries or Affiliates) terminates: 3 (a) due to involuntary termination without Cause or due to retirement (with the employer's approval), the Option may be exercised to the extent exercisable at the date of such termination, during the lesser of (i) two months after such date, or (ii) the balance of the Option's term; (b) due to death or Disability, the provisions of Section 5(b)(6) or 5(b)(7) of the Plan, as applicable, shall apply; (c) due to resignation by the Optionee, the Optionee may exercise the Option, to the extent of the lesser of (A) the number of Common Shares as to which the Option is exercisable on the date the Optionee ceases to be an employee or (B) the number of Common Shares as to which the Option was exercisable ninety days prior to such date, reduced by any Common Shares acquired by exercise of the Option within such ninety day period, at any time within two (2) months after the date that the Optionee ceases to be an employee (but in no event after expiration of the original term of the Option) and the Option shall not be or become exercisable as to any additional Common Shares after the date that the Optionee ceases to be an employee; and (d) due to termination for Cause, the Option and all rights to purchase Common Shares thereunder shall immediately terminate. 6. RESTRICTIONS ON EXERCISE. The Option is subject to all restrictions set forth in this Agreement or in the Plan. As a condition to any exercise of the Option, the Company may require the Optionee or his or her successor to make any representation or warranty to comply with any applicable law or regulation or to confirm any factual matters requested by counsel for the Company. 7. TAXES. The Optionee hereby agrees that he or she shall pay to the Company, in cash, any federal, state and local taxes of any kind required by law to be withheld with respect to the Option granted to him or her hereunder. If the Optionee does not make such payment to the Company, the Company shall have the right to deduct from any payment of any kind otherwise due to the Optionee from the Company (or from any Subsidiary or Affiliate of the Company), any federal, state and local taxes of any kind required by law to be withheld with respect to the Option, the exercise thereof or the Common Shares to be purchased by the Optionee under this Agreement. The Option shall not be treated as an incentive stock option under Section 422 or any successor Section thereto of the Internal Revenue Code of 1986, as amended. 8. DEFINITIONS. Unless otherwise defined in this Agreement, capitalized terms will have the same meanings given them in the Plan. THE PROGRESSIVE CORPORATION DATE OF GRANT: BY: ------------------- ------------------------ TITLE: ---------------------- 4 ACCEPTANCE OF AGREEMENT ----------------------- The Optionee hereby: (a) acknowledges receiving a copy of the Plan Description dated ________________, relating to the Plan, and represents that he or she is familiar with all of the material provisions of the Plan, as set forth in the Plan Description; (b) accepts this Agreement and the Option granted to him or her under this Agreement subject to all provisions of the Plan and this Agreement; and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee relating to the Plan, this Agreement or the Option granted hereunder. Optionee: ---------------------------- Date: --------------------------------- EX-4.C 4 EXHIBIT 4(C) 1 EXHIBIT 4(c) ------------ Form of Non-Qualified Stock Option Agreement with Qualified Retirement provisions 2 NON-QUALIFIED STOCK OPTION AGREEMENT ------------------------------------ This Agreement (the "Agreement") is made as of the ______ day of ___________________, between The Progressive Corporation, an Ohio corporation (the "Company"), and [NAME] (the "Optionee"). The Company hereby grants Optionee an option (the "Option") to purchase [TOTAL SHARES] Common Shares, $1.00 par value, (the "Common Shares") of the Company for a per share purchase price of $________ (the "Option Price"). The Option has been granted pursuant to The Progressive Corporation 1995 Incentive Plan (the "Plan") and shall include and be subject to all provisions of the Plan, which are hereby incorporated herein by reference, and shall be subject to the following provisions of this Agreement: 1. TERM. The Option shall become exercisable on _______________ (the "Vesting Date") and may be exercised, in whole or in part, at any time thereafter until ______________ (the "Expiration Date"), on which date the Option shall expire and no longer be exercisable. 2. METHOD OF EXERCISE. Subject to Section 1 above, the Option shall be exercisable from time to time by written notice (in form approved or furnished by the Company) to the Committee which shall: (a) state that the Option is thereby being exercised, the number of Common Shares with respect to which the Option is being exercised, each person in whose name any certificates for the Common Shares should be registered and his or her address and social security number; (b) be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by anyone other than the Optionee, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to exercise the Option under the Plan and all applicable laws and regulations; and (c) be accompanied by such representations, warranties and agreements, in form and substance satisfactory to counsel for the Company, with respect to the investment intent of such person or persons exercising the Option as the Company may request. 3. PAYMENT OF PRICE. Upon exercise of the Option, the Company shall deliver a certificate or certificates for the Common Shares purchased thereunder to the specified person or persons at the specified time upon receipt of the full purchase price for such Common Shares: (a) by certified or bank cashier's check, or (b) by any other method of payment or combination thereof authorized by the Plan. 4. TRANSFERABILITY. The Option shall not be transferable by the Optionee other than by will or by the laws of descent and distribution. Subject to the following sentence, during the lifetime of the Optionee, the Option shall be exercisable (subject to any other applicable restrictions on exercise) only by the Optionee for his or her own account. Upon the death or disability of the Optionee, the Option shall be exercisable (subject to any other applicable restrictions on exercise) only by the Optionee's estate (acting through its fiduciary) or by the Optionee's duly authorized legal representative, during the period and to the extent authorized in the Plan. 5. TERMINATION OF EMPLOYMENT. If the employment of the Optionee by the Company (or any of its Subsidiaries or Affiliates) terminates: (a) due to involuntary termination without Cause or due to retirement (with the employer's approval, but subject to Section 5(e) below), the Option may be exercised to the extent exercisable at the date of such termination, during the lesser of (i) two months after such date, or (ii) the balance of the Option's term; (b) due to death or disability, the provisions of Section 5(b)(6) or 5(b)(7) of the Plan, as applicable, shall apply; 3 (c) due to resignation by the Optionee (other than by reason of a Qualified Retirement, as provided at Section 5(e) below), the Optionee may exercise the Option, to the extent of the lesser of (A) the number of Common Shares as to which the Option is exercisable on the date the Optionee ceases to be an employee or (B) the number of Common Shares as to which the Option was exercisable ninety days prior to such date, reduced by any Common Shares acquired by exercise of the Option within such ninety day period, at any time within two (2) months after the date that the Optionee ceases to be an employee (but in no event after expiration of the original term of the Option) and the Option shall not be or become exercisable as to any additional Common Shares after the date that the Optionee ceases to be an employee; (d) due to termination for Cause, the Option and all rights to purchase Common Shares thereunder shall immediately terminate; and (e) due to a Qualified Retirement (as defined below), the following provisions shall apply (subject in all cases to Section 5(e)(v) hereof): (i) if the Option has vested and is exercisable as of the Qualified Retirement Date (as defined below), the Option shall not terminate upon the retirement of the Optionee, and, to the extent that it has not been previously exercised, may be exercised by the Optionee, in whole or in part, at any time between the Qualified Retirement Date and the Expiration Date; (ii) subject to Section 5(e)(iii) hereof, if the Option is not vested and exercisable as of the Qualified Retirement Date, the Option shall not terminate in its entirety upon the retirement of the Optionee; instead, the Option (A) shall remain in effect with respect to fifty percent (50%) of the Common Shares which are subject to the Option as of the Qualified Retirement Date and, as to such Common Shares, shall vest and become exercisable on the Vesting Date and may be exercised by the Optionee, in whole or in part, at any time between the Vesting Date and the Expiration Date, and (B) shall terminate, effective as of the Qualified Retirement Date, with respect to the remaining fifty percent (50%) of the Common Shares that are subject to the Option as of the Qualified Retirement Date; (iii) notwithstanding Section 5(e)(ii) above, if the Option is not vested and exercisable as of the Qualified Retirement Date, but has a Vesting Date which is no later than four (4) months after the Qualified Retirement Date, then, notwithstanding the Optionee's retirement, the full Option (or, if the Option is subject to installment vesting, that portion thereof which is scheduled to vest on such Vesting Date) shall remain in effect, shall vest on such Vesting Date and may be exercised by the Optionee, in whole or in part, at any time between such Vesting Date and the Expiration Date; (iv) if the Optionee dies after the date of his or her retirement and has not exercised the Option, in whole or in part, prior to his or her death, the Optionee's estate shall have the right to exercise the Option as to (A) all Common Shares, if any, as to which the Option has vested and is exercisable as of the date of the Optionee's death, plus (B) the additional Common Shares, if any, as to which the Option would have become exercisable within one (1) year from the date of the Optionee's death pursuant to Section 5(e)(ii) and/or (iii) hereof, as applicable, but for the death of the Optionee, at any time during the one (1) year period beginning on the date of the Optionee's death (or such other period as the Committee may specify), and the balance of the Option shall terminate as of the date of the Optionee's death; (v) if the Committee determines that the Optionee is or has engaged in any Disqualifying Activity (as defined below), then (1) to the extent that the Option has vested and is exercisable as of the Disqualification Date (as defined below), the Optionee shall have the right to exercise the Option during the lesser of two months from the Disqualification Date or the balance of the Option's term and (2) to the extent that the Option is not vested and exercisable as of the 4 Disqualification Date, the Option shall terminate as of such date. Any determination by the Committee, which may act upon the recommendation of the Chief Executive Officer or other senior officer of the Company, that the Optionee is or has engaged in any Disqualifying Activity, and as to the Disqualification Date, shall be final and conclusive. (vi) As used in this Section 5(e), the following terms are defined as follows: (A) QUALIFIED RETIREMENT - any termination of the Optionee's employment with the Company or its Subsidiaries for any reason (other than death, Disability or an involuntary termination for Cause) if, at or immediately prior to the date of such termination, the Optionee satisfies both of the following conditions: (1) the Optionee shall be 55 years of age or older; and (2) the sum of the Optionee's age and completed years of service as an employee of the Company or its Subsidiaries (disregarding fractions, in both cases) shall total 70 or more. (B) QUALIFIED RETIREMENT DATE - the date as of which the Optionee's employment with the Company or its Subsidiaries shall terminate pursuant to a Qualified Retirement. (C) DISQUALIFYING ACTIVITY - means and includes each of the following acts or activities: (1) directly or indirectly serving as a principal, shareholder, partner, director, officer, employee or agent of, or as a consultant, advisor or in any other capacity to, any business or entity which competes with the Company or its Subsidiaries in any business or activity then conducted by the Company or its Subsidiaries to an extent deemed material by the Committee; or (2) any disclosure by the Optionee, or any use by the Optionee for his or her own benefit or for the benefit of any other person or entity (other than the Company or its Subsidiaries), of any confidential information or trade secret of the Company or its Subsidiaries to an extent deemed material by the Committee; or (3) any material violation of any of the provisions of the Company's Code of Conduct or any agreement between the Optionee and the Company; or (4) making any other disclosure or taking any other action which is determined by the Committee to be materially detrimental to the business, prospects or reputation of the Company or its Subsidiaries. The ownership of less than 2% of the outstanding voting shares of a publicly traded corporation which competes with the Company or its Subsidiaries shall not constitute a Disqualifying Activity. (D) DISQUALIFICATION DATE - the date of any determination by the Committee that the Optionee is or has engaged in any Disqualifying Activity. 6. RESTRICTIONS ON EXERCISE. The Option is subject to all restrictions set forth in this Agreement or in the Plan. As a condition to any exercise of the Option, the Company may require the Optionee or his successor to make any representation and warranty to comply with any applicable law or regulation or to confirm any factual matters requested by counsel for the Company. 5 7. TAXES. The Optionee hereby agrees that he or she shall pay to the Company, in cash, any federal, state and local taxes of any kind required by law to be withheld with respect to the Option granted to him or her hereunder or the exercise thereof. If the Optionee does not make such payment to the Company, the Company shall have the right to deduct from any payment of any kind otherwise due to the Optionee from the Company (or from any Subsidiary or Affiliate of the Company), any federal, state and local taxes of any kind required by law to be withheld with respect to the Option, the exercise thereof or the Common Shares to be purchased by the Optionee under this Agreement. The Option shall not be treated as an incentive stock option under Section 422 or any successor Section thereto of the Internal Revenue Code of 1986, as amended. 8. DEFINITIONS. Unless otherwise defined in this Agreement, capitalized terms will have the same meanings given them in the Plan. THE PROGRESSIVE CORPORATION Date of Grant: By: ----------------------- --------------------------------- Title: ------------------------------ 6 ACCEPTANCE OF AGREEMENT ----------------------- The Optionee hereby: (a) acknowledges receiving a copy of the Plan Description dated _______________________ (the "Plan Description") relating to the Plan, and represents that he or she is familiar with all of the material provisions of the Plan, as set forth in the Plan Description; (b) accepts this Agreement and the Option granted to him or her under this Agreement subject to all provisions of the Plan and this Agreement; and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee relating to the Plan, this Agreement or the Option granted hereunder. Optionee: ------------------------ Date: ---------------------------- EX-4.D 5 EXHIBIT 4(D) 1 EXHIBIT 4(d) ------------ Amended Articles of Incorporation, as amended, of the Registrant (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993, as filed with the Commission on April 23, 1993; see Exhibit 3 therein) EX-4.E 6 EXHIBIT 4(E) 1 EXHIBIT 4(e) ------------ Code of Regulations of the Registrant (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1996, as filed with the Commission on March 31, 1997; see Exhibit 3(B) therein) EX-5 7 EXHIBIT 5 1 EXHIBIT 5 --------- Opinion of Baker & Hostetler LLP 2 BAKER & HOSTETLER LLP 3200 NATIONAL CITY CENTER 1900 E. NINTH STREET CLEVELAND, OH 44114 April 15, 1997 The Progressive Corporation 6300 Wilson Mills Road Mayfield Village, OH 44143 Re: Common Shares issuable under The Progressive Corporation 1995 Incentive Plan Gentlemen: We have acted as counsel to The Progressive Corporation, an Ohio corporation (the "Company"), in connection with its Registration Statement on Form S-8 (the "Registration Statement") filed under the Securities Act of 1933, as amended, relating to the offering of up to 5,000,000 Common Shares, $1.00 par value (the "Common Shares"), of the Company pursuant to the Company's 1995 Incentive Plan (the "Plan"). In connection with the foregoing, we have examined (a) the Amended Articles of Incorporation, as amended, and the Code of Regulations of the Company, (b) the Plan, and (c) such records of the corporate proceedings of the Company and such other documents as we deem necessary to render this opinion. Based on such examination, we are of the opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Ohio. 2. The Common Shares available for issuance under the Plan, when issued and sold pursuant to the Plan, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ Baker & Hostetler LLP Baker & Hostetler LLP EX-23.A 8 EXHIBIT 23(A) 1 EXHIBIT 23(a) ------------- Consent of Coopers & Lybrand L.L.P., Independent Accountants 2 CONSENT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholders, The Progressive Corporation: We consent to the incorporation by reference in the Registration Statement of The Progressive Corporation on Form S-8 of our reports dated January 21, 1997, on our audits of the consolidated financial statements and financial statement schedules of The Progressive Corporation and subsidiaries (the "Company") as of December 31, 1996 and 1995, and for each of the three years in the period ended December 31, 1996, which reports are included in the Company's Annual Report on Form 10-K. COOPERS & LYBRAND L.L.P. Cleveland, Ohio April 15, 1997 EX-23.B 9 EXHIBIT 23(B) 1 EXHIBIT 23(b) ------------- Consent of Baker & Hostetler LLP (included in Exhibit 5) EX-24.A 10 EXHIBIT 24(A) 1 EXHIBIT 24(a) ------------- Powers of Attorney 2 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned officer and/or director of The Progressive Corporation, an Ohio corporation (the "Company"), has made, constituted and appointed, and by this instrument does make, constitute and appoint, Jeffrey W. Basch, Charles B. Chokel, David M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to affix for him and in his name, place and stead, in any and all capacities, as attorney-in-fact and agent, his signature to a Registration Statement on Form S-8 or other form in order to register under the Securities Act of 1933, as amended, up to 5,000,000 of the Company's Common Shares, $1.00 par value, issuable under The Progressive Corporation 1995 Incentive Plan, and to any and all amendments, post-effective amendments and exhibits to such Registration Statement, and to any and all applications, instruments and other documents pertaining thereto, giving and granting unto each such attorney-in-fact and agent full power and authority to do and perform any and all acts and things whatsoever necessary or appropriate to be done in and about the premises, as fully for all intents and purposes as he might or could do if personally present, and hereby ratifying and confirming all that each such attorney-in-fact and agent, or any such substitute or substitutes, shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed in the capacities and on the date indicated below. Date: March 18, 1997 /s/Peter B. Lewis ------------------------------------- Peter B. Lewis Chairman, President, Principal Executive Officer and Director 3 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned officer of The Progressive Corporation, an Ohio corporation (the "Company"), has made, constituted and appointed, and by this instrument does make, constitute and appoint, Jeffrey W. Basch, David M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to affix for him and in his name, place and stead, in any and all capacities, as attorney-in-fact and agent, his signature to a Registration Statement on Form S-8 or other form in order to register under the Securities Act of 1933, as amended, up to 5,000,000 of the Company's Common Shares, $1.00 par value, issuable under The Progressive Corporation 1995 Incentive Plan, and to any and all amendments, post-effective amendments and exhibits to such Registration Statement, and to any and all applications, instruments and other documents pertaining thereto, giving and granting unto each such attorney-in-fact and agent full power and authority to do and perform any and all acts and things whatsoever necessary or appropriate to be done in and about the premises, as fully for all intents and purposes as he might or could do if personally present, and hereby ratifying and confirming all that each such attorney-in-fact and agent, or any such substitute or substitutes, shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed in the capacities and on the date indicated below. Date: March 14, 1997 /s/Charles B. Chokel ------------------------------------- Charles B. Chokel Treasurer and Principal Financial Officer 4 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned officer of The Progressive Corporation, an Ohio corporation (the "Company"), has made, constituted and appointed, and by this instrument does make, constitute and appoint, Charles B. Chokel, David M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to affix for him and in his name, place and stead, in any and all capacities, as attorney-in-fact and agent, his signature to a Registration Statement on Form S-8 or other form in order to register under the Securities Act of 1933, as amended, up to 5,000,000 of the Company's Common Shares, $1.00 par value, issuable under The Progressive Corporation 1995 Incentive Plan, and to any and all amendments, post-effective amendments and exhibits to such Registration Statement, and to any and all applications, instruments and other documents pertaining thereto, giving and granting unto each such attorney-in-fact and agent full power and authority to do and perform any and all acts and things whatsoever necessary or appropriate to be done in and about the premises, as fully for all intents and purposes as he might or could do if personally present, and hereby ratifying and confirming all that each such attorney-in-fact and agent, or any such substitute or substitutes, shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed in the capacities and on the date indicated below. Date: March 12, 1997 /s/Jeffrey W. Basch ------------------------------------- Jeffrey W. Basch Principal Accounting Officer 5 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned officer of The Progressive Corporation, an Ohio corporation (the "Company"), has made, constituted and appointed, and by this instrument does make, constitute and appoint, Jeffrey W. Basch, Charles B. Chokel, Dane A. Shrallow and Michael R. Uth, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to affix for him and in his name, place and stead, in any and all capacities, as attorney-in-fact and agent, his signature to a Registration Statement on Form S-8 or other form in order to register under the Securities Act of 1933, as amended, up to 5,000,000 of the Company's Common Shares, $1.00 par value, issuable under The Progressive Corporation 1995 Incentive Plan, and to any and all amendments, post-effective amendments and exhibits to such Registration Statement, and to any and all applications, instruments and other documents pertaining thereto, giving and granting unto each such attorney-in-fact and agent full power and authority to do and perform any and all acts and things whatsoever necessary or appropriate to be done in and about the premises, as fully for all intents and purposes as he might or could do if personally present, and hereby ratifying and confirming all that each such attorney-in-fact and agent, or any such substitute or substitutes, shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed in the capacities and on the date indicated below. Date: March 12, 1997 /s/David M. Schneider -------------------------------------- David M. Schneider Secretary and Chief Legal Officer 6 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned director of The Progressive Corporation, an Ohio corporation (the "Company"), has made, constituted and appointed, and by this instrument does make, constitute and appoint, Jeffrey W. Basch, Charles B. Chokel, David M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to affix for him and in his name, place and stead, in any and all capacities, as attorney-in-fact and agent, his signature to a Registration Statement on Form S-8 or other form in order to register under the Securities Act of 1933, as amended, up to 5,000,000 of the Company's Common Shares, $1.00 par value, issuable under The Progressive Corporation 1995 Incentive Plan, and to any and all amendments, post-effective amendments and exhibits to such Registration Statement, and to any and all applications, instruments and other documents pertaining thereto, giving and granting unto each such attorney-in-fact and agent full power and authority to do and perform any and all acts and things whatsoever necessary or appropriate to be done in and about the premises, as fully for all intents and purposes as he might or could do if personally present, and hereby ratifying and confirming all that each such attorney-in-fact and agent, or any such substitute or substitutes, shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed in the capacities and on the date indicated below. Date: March 13, 1997 /s/ Milton N. Allen -------------------------------------- Milton N. Allen Director 7 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned director of The Progressive Corporation, an Ohio corporation (the "Company"), has made, constituted and appointed, and by this instrument does make, constitute and appoint, Jeffrey W. Basch, Charles B. Chokel, David M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to affix for him and in his name, place and stead, in any and all capacities, as attorney-in-fact and agent, his signature to a Registration Statement on Form S-8 or other form in order to register under the Securities Act of 1933, as amended, up to 5,000,000 of the Company's Common Shares, $1.00 par value, issuable under The Progressive Corporation 1995 Incentive Plan, and to any and all amendments, post-effective amendments and exhibits to such Registration Statement, and to any and all applications, instruments and other documents pertaining thereto, giving and granting unto each such attorney-in-fact and agent full power and authority to do and perform any and all acts and things whatsoever necessary or appropriate to be done in and about the premises, as fully for all intents and purposes as he might or could do if personally present, and hereby ratifying and confirming all that each such attorney-in-fact and agent, or any such substitute or substitutes, shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed in the capacities and on the date indicated below. Date: March 13, 1997 /s/B. Charles Ames -------------------------------------- B. Charles Ames Director 8 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned director of The Progressive Corporation, an Ohio corporation (the "Company"), has made, constituted and appointed, and by this instrument does make, constitute and appoint, Jeffrey W. Basch, Charles B. Chokel, David M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to affix for him and in his name, place and stead, in any and all capacities, as attorney-in-fact and agent, his signature to a Registration Statement on Form S-8 or other form in order to register under the Securities Act of 1933, as amended, up to 5,000,000 of the Company's Common Shares, $1.00 par value, issuable under The Progressive Corporation 1995 Incentive Plan, and to any and all amendments, post-effective amendments and exhibits to such Registration Statement, and to any and all applications, instruments and other documents pertaining thereto, giving and granting unto each such attorney-in-fact and agent full power and authority to do and perform any and all acts and things whatsoever necessary or appropriate to be done in and about the premises, as fully for all intents and purposes as he might or could do if personally present, and hereby ratifying and confirming all that each such attorney-in-fact and agent, or any such substitute or substitutes, shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed in the capacities and on the date indicated below. Date: March 13, 1997 /s/Charles A. Davis -------------------------------------- Charles A. Davis Director 9 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned director of The Progressive Corporation, an Ohio corporation (the "Company"), has made, constituted and appointed, and by this instrument does make, constitute and appoint, Jeffrey W. Basch, Charles B. Chokel, David M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to affix for him and in his name, place and stead, in any and all capacities, as attorney-in-fact and agent, his signature to a Registration Statement on Form S-8 or other form in order to register under the Securities Act of 1933, as amended, up to 5,000,000 of the Company's Common Shares, $1.00 par value, issuable under The Progressive Corporation 1995 Incentive Plan, and to any and all amendments, post-effective amendments and exhibits to such Registration Statement, and to any and all applications, instruments and other documents pertaining thereto, giving and granting unto each such attorney-in-fact and agent full power and authority to do and perform any and all acts and things whatsoever necessary or appropriate to be done in and about the premises, as fully for all intents and purposes as he might or could do if personally present, and hereby ratifying and confirming all that each such attorney-in-fact and agent, or any such substitute or substitutes, shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed in the capacities and on the date indicated below. Date: March 14, 1997 /s/Stephen R. Hardis -------------------------------------- Stephen R. Hardis Director 10 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned director of The Progressive Corporation, an Ohio corporation (the "Company"), has made, constituted and appointed, and by this instrument does make, constitute and appoint, Jeffrey W. Basch, Charles B. Chokel, David M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of them, her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to affix for her and in her name, place and stead, in any and all capacities, as attorney-in-fact and agent, her signature to a Registration Statement on Form S-8 or other form in order to register under the Securities Act of 1933, as amended, up to 5,000,000 of the Company's Common Shares, $1.00 par value, issuable under The Progressive Corporation 1995 Incentive Plan, and to any and all amendments, post-effective amendments and exhibits to such Registration Statement, and to any and all applications, instruments and other documents pertaining thereto, giving and granting unto each such attorney-in-fact and agent full power and authority to do and perform any and all acts and things whatsoever necessary or appropriate to be done in and about the premises, as fully for all intents and purposes as she might or could do if personally present, and hereby ratifying and confirming all that each such attorney-in-fact and agent, or any such substitute or substitutes, shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed in the capacities and on the date indicated below. Date: March 15, 1997 /s/Janet Hill -------------------------------------- Janet Hill Director 11 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned director of The Progressive Corporation, an Ohio corporation (the "Company"), has made, constituted and appointed, and by this instrument does make, constitute and appoint, Jeffrey W. Basch, Charles B. Chokel, David M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to affix for him and in his name, place and stead, in any and all capacities, as attorney-in-fact and agent, his signature to a Registration Statement on Form S-8 or other form in order to register under the Securities Act of 1933, as amended, up to 5,000,000 of the Company's Common Shares, $1.00 par value, issuable under The Progressive Corporation 1995 Incentive Plan, and to any and all amendments, post-effective amendments and exhibits to such Registration Statement, and to any and all applications, instruments and other documents pertaining thereto, giving and granting unto each such attorney-in-fact and agent full power and authority to do and perform any and all acts and things whatsoever necessary or appropriate to be done in and about the premises, as fully for all intents and purposes as he might or could do if personally present, and hereby ratifying and confirming all that each such attorney-in-fact and agent, or any such substitute or substitutes, shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed in the capacities and on the date indicated below. Date: March 13, 1997 /s/Norman S. Matthews -------------------------------------- Norman S. Matthews Director 12 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned director of The Progressive Corporation, an Ohio corporation (the "Company"), has made, constituted and appointed, and by this instrument does make, constitute and appoint, Jeffrey W. Basch, Charles B. Chokel, David M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to affix for him and in his name, place and stead, in any and all capacities, as attorney-in-fact and agent, his signature to a Registration Statement on Form S-8 or other form in order to register under the Securities Act of 1933, as amended, up to 5,000,000 of the Company's Common Shares, $1.00 par value, issuable under The Progressive Corporation 1995 Incentive Plan, and to any and all amendments, post-effective amendments and exhibits to such Registration Statement, and to any and all applications, instruments and other documents pertaining thereto, giving and granting unto each such attorney-in-fact and agent full power and authority to do and perform any and all acts and things whatsoever necessary or appropriate to be done in and about the premises, as fully for all intents and purposes as he might or could do if personally present, and hereby ratifying and confirming all that each such attorney-in-fact and agent, or any such substitute or substitutes, shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed in the capacities and on the date indicated below. Date: March 24, 1997 /s/Donald B. Shackelford -------------------------------------- Donald B. Shackelford Director 13 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned director of The Progressive Corporation, an Ohio corporation (the "Company"), has made, constituted and appointed, and by this instrument does make, constitute and appoint, Jeffrey W. Basch, Charles B. Chokel, David M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to affix for him and in his name, place and stead, in any and all capacities, as attorney-in-fact and agent, his signature to a Registration Statement on Form S-8 or other form in order to register under the Securities Act of 1933, as amended, up to 5,000,000 of the Company's Common Shares, $1.00 par value, issuable under The Progressive Corporation 1995 Incentive Plan, and to any and all amendments, post-effective amendments and exhibits to such Registration Statement, and to any and all applications, instruments and other documents pertaining thereto, giving and granting unto each such attorney-in-fact and agent full power and authority to do and perform any and all acts and things whatsoever necessary or appropriate to be done in and about the premises, as fully for all intents and purposes as he might or could do if personally present, and hereby ratifying and confirming all that each such attorney-in-fact and agent, or any such substitute or substitutes, shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed in the capacities and on the date indicated below. Date: March 24, 1997 /s/Paul B. Sigler -------------------------------------- Paul B. Sigler Director EX-24.B 11 EXHIBIT 24(B) 1 EXHIBIT 24(b) ------------- Resolutions of the Board of Directors of the Registrant as to Power of Attorney, certified by Secretary of the Registrant 2 CERTIFIED COPY OF RESOLUTIONS ----------------------------- ADOPTED BY THE BOARD OF DIRECTORS OF ------------------------------------ THE PROGRESSIVE CORPORATION --------------------------- RESOLVED, that The Progressive Corporation (the "Company") hereby approves and adopts The Progressive Corporation 1995 Incentive Plan, in form attached hereto as Exhibit A (the "Plan"), subject to approval by the holders of the Company's Common Shares ("Shareholders"); and FURTHER RESOLVED, that the Plan be submitted to the Shareholders for approval at the next Annual Meeting of Shareholders; and FURTHER RESOLVED, that the Company reserve 5,000,000 Common Shares for issuance pursuant to stock options or other stock-based awards which may hereafter be granted under the Plan, which amount may be further increased by the Board of Directors, from time to time, in its sole discretion, subject to any necessary approval by Shareholders; and FURTHER RESOLVED, that the Chairman of the Board, the President, the Treasurer and the Secretary of the Company be, and each of them with full power to act without the others is, hereby authorized and directed to prepare, or cause to be prepared, and to execute and file or cause to be executed and filed with the Securities and Exchange Commission (the "Commission"), under the Securities Act of 1933, as amended (the "Act"), for and on behalf of the Company, a Registration Statement on Form S-8, (which, together with the related Prospectus and all exhibits and other documents relating thereto, is herein referred to as the "Registration Statement") with respect to the registration of the additional Common Shares of the Company hereinabove authorized for issuance under the Plan and any related derivative or other securities (including, without limitation, Stock Options, Stock Appreciation Rights, Restricted Stock, Deferred Stock, Stock Purchase Rights and Other Stock-Based Awards) (the "Plan Securities"), with such changes (including, but not limited to, changes of a substantive nature) as any such officer or officers shall approve, which approval shall be shown conclusively by the execution of the Registration Statement by or on behalf of any such officer or officers; and FURTHER RESOLVED, that the Chairman of the Board, the President, the Treasurer and the Secretary of the Company be, and each of them with full power to act without the others is, hereby authorized and empowered, for and on behalf of the Company, to prepare or cause to be prepared and to execute such amendments and supplements to the Registration Statement as they, or any of them, may deem necessary or desirable, or as may be required by the Commission; to cause such amendments and supplements, when duly executed (if required), to be filed with the Commission; and to do all such other acts and things and to execute all such other documents as they, or any of them, deem necessary or desirable in order to cause the Registration Statement to comply with the Act and the rules and regulations promulgated by the Commission pursuant thereto (the "Rules and Regulations"), and to become effective under the Act and the Rules and Regulations; and FURTHER RESOLVED, that when the Registration Statement has become effective, the Chairman of the Board, the President, the Treasurer and the Secretary of the Company be, and each of them with full power to act without the others is, hereby authorized and empowered, for and on behalf of the Company, to execute and deliver any and all instruments, certificates and/or other documents, and to do any and all things, as may be necessary or appropriate in connection with the issuance of Plan Securities under the Plan; and FURTHER RESOLVED, that David M. Schneider, or such other individual as the Executive Compensation Committee of the Board of Directors may designate in his stead, is hereby named as the person authorized to receive service of all notices, orders, communications and other documents which may be issued or sent by the Commission in connection with the Registration Statement and any and all amendments and supplements thereto, with all the powers consequent upon such designation under the Rules and Regulations; and 3 FURTHER RESOLVED, that any director or officer of the Company required by law to affix his signature to the Registration Statement and any and all amendments and supplements thereto may affix his signature personally, or by any attorney-in-fact, duly constituted in writing by said director or officer to sign his name thereto; and FURTHER RESOLVED, that Charles B. Chokel, Peter B. Lewis, David M. Schneider, Dane A. Shrallow and Michael R. Uth be, and each of them hereby is, appointed as the attorney-in-fact and agent of the Company, with full power of substitution and resubstitution, for and in the name, place and stead of the Company to sign, attest and file the Registration Statement, and any and all amendments or supplements to the Registration Statement and any and all applications or other documents to be filed with the Commission and any and all applications or other documents to be filed with any governmental or private agency or official relative to the issuance of the Plan Securities, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorneys-in-fact or any such substitute or substitutes and, without implied limitation, including in the above the authority to do the foregoing things on behalf of the Company in the name of the person so acting or on behalf and in the name of any duly authorized officer of the Company; and the Chairman of the Board, the President, the Treasurer and the Secretary be, and each hereby is, authorized and empowered for and on behalf of the Company to execute a Power of Attorney evidencing the foregoing appointment; and FURTHER RESOLVED, that Messrs. R. Steven Kestner, David M. Schneider, Dane A. Shrallow and Michael R. Uth be, and each of them with full power to act without the others is, hereby authorized and empowered to sign the Registration Statement and any and all amendments and supplements to the Registration Statement, on behalf of and as attorneys-in-fact for the principal executive officer, principal accounting officer, principal financial officer or any other officer of the Company, including, without limitation, the Chairman of the Board, the President, the Treasurer and the Secretary, and on behalf of and as attorneys for each director of the Company; and FURTHER RESOLVED, that each of the officers of the Company and its attorneys, Messrs. R. Steven Kestner, David M. Schneider, Dane A. Shrallow and Michael R. Uth, be, and each of them with full power to act without the others is, hereby authorized and empowered to appear on behalf of the Company before the Commission in connection with any and all matters relating to the Registration Statement and all amendments and supplements thereto; and FURTHER RESOLVED, that the Chairman of the Board, the President, the Treasurer and the Secretary of the Company be, and each of them with full power to act without the others is, hereby authorized and empowered, in the name and on behalf of the Company, to take any and all action which they, or any of them, deem necessary or advisable in order to obtain a permit to issue Plan Securities, or to register or qualify the Plan Securities for issuance, or to request an exemption from registration of the Plan Securities, or to register or obtain a license for the Company as a dealer or broker, under the securities laws of such states of the United States of America and of such foreign jurisdictions as any such officer or officers may deem advisable, and in connection with such registrations, permits, licenses, qualifications and exemptions to execute, acknowledge, verify, deliver, file and publish or cause to be published all such applications, reports, resolutions, surety bonds, consents to service of process, appointments of attorneys to receive service of process, powers of attorney and other papers and instruments, and to take any and all further action, which they may deem necessary or advisable in order to maintain such registration or qualification in effect for as long as they may deem to be in the best interests of this Company or as required by law; and that the execution by such officer or officers of any such document or the taking of any such action in connection with the foregoing matters shall be deemed to be conclusive evidence that such officer or officers deem(s) the taking of any such action to be necessary or proper and in the best interests of the Company and approves such action; and FURTHER RESOLVED, that the Common Shares of the Company to be issued pursuant to and in accordance with the terms and provisions of the Plan and the Registration Statement, shall be duly authorized and issued, fully paid and non-assessable Common Shares of the Company, free of any shareholder preemptive rights; and 4 RESOLVED, that the preparation, execution and filing with the New York Stock Exchange of a Listing Application or a Supplemental Listing Application (including all exhibits and supporting material) to list the 5,000,000 Common Shares to be issued under the Plan be, and it hereby is, in all respects authorized and approved; and that the officers of the Company and its attorneys, Messrs. R. Steven Kestner, David M. Schneider, Dane A. Shrallow and Michael R. Uth, be, and each of them is, hereby authorized and empowered, at such time as to them shall seem advisable, to make application for such listing and, in connection therewith, to execute, in the name and on behalf of the Company, and under its corporate seal or otherwise, and to file or deliver, all such applications, statements, certificates, agreements and other instruments and documents as shall be necessary or desirable to accomplish such listing; and that such officers and attorneys be, and each of them hereby is, authorized to appear on behalf of the Company before the appropriate committee or body of the New York Stock Exchange, Inc., as such appearance may be required, with authority to make such changes in any such Listing Application as shall be presented thereto and in any agreements that may be made in connection therewith as, in their or his discretion, may be necessary to comply with the requirements for such listing; and FURTHER RESOLVED, that the authority of National City Bank ("NCB"), as transfer agent and registrar for the Company's outstanding Common Shares, be, and it hereby is, extended to include the original issue and the transfer and registration from time to time of the additional Common Shares to be issued under the Plan, as herein authorized; and FURTHER RESOLVED, that for the purpose of the original issue of Common Shares by the Company under the Plan as aforesaid, NCB, as transfer agent and registrar for the Common Shares, be, and is hereby, authorized and directed to (i) countersign as such transfer agent by manual or facsimile signature stock certificates for the Common Shares to be so issued by the Company when such certificates shall be delivered to such transfer agent duly executed on behalf of the Company, (ii) procure as registrar of the Common Shares the registration of such certificates, and (iii) deliver such certificates, when so countersigned and registered, to or upon the order of the persons entitled thereto as set forth in the order or orders of the Company for the issuance of the Common Shares; and FURTHER RESOLVED, that the Board of Directors of the Company hereby adopts and incorporates by reference any form of specific resolution to carry into effect the purpose and intent of the foregoing resolutions, or covering authority included in matters authorized in the foregoing resolutions, including forms of resolutions in connection therewith that may be required by the Commission, the National Association of Securities Dealers, Inc., the New York Stock Exchange and any state, institution, person or agency, and the Secretary of the Company is hereby directed to insert a copy thereof in the minute book of the Company following the minutes of this meeting and certify the same as having been duly adopted thereby; and FURTHER RESOLVED, that the Executive Compensation Committee of the Board be, and it hereby is, authorized and directed, for and on behalf of the Company to administer the Plan in accordance with its terms, to interpret the Plan and make all determinations thereunder, to adopt, alter and repeal such rules, guidelines and practices governing the Plan as it shall deem advisable from time to time and to otherwise exercise all of the powers and authority granted to such Committee under the Plan; and FURTHER RESOLVED, that the Chairman of the Board, the President, the Treasurer and the Secretary of the Company be, and each of them with full power to act without the others is, hereby authorized and empowered to do or cause to be done all such acts or things, to cause to be paid all necessary fees and expenses, and to make, execute and deliver, or cause to be made, executed and delivered, all such agreements, documents, instruments and certificates, in the name of and on behalf of the Company or otherwise, as they or any of them may deem necessary, advisable or appropriate to effectuate or carry out the purposes and intent of the foregoing resolutions; and FURTHER RESOLVED, that any and all actions heretofore or hereafter taken by any officer or officers of the Company within the terms of the foregoing resolutions be and are hereby ratified and confirmed as the authorized acts and deeds of the Company. 5 I, David M. Schneider, do hereby certify that I am the duly elected, qualified and acting Secretary of The Progressive Corporation, an Ohio corporation (the "Company"); that I have custody of the official records of the Company; that the foregoing is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of the Company by Written Action By Unanimous Consent dated February 23, 1995; and that said resolutions are valid and binding, have not been amended, modified or rescinded, and are in full force and effect on the date hereof. IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary and affixed the seal of the Company on the 15th day of April, 1997. /s/David M. Schneider ------------------------------------ David M. Schneider, Secretary [SEAL] -----END PRIVACY-ENHANCED MESSAGE-----