<PAGE> 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
<TABLE>
<CAPTION>
- ----------------------- -------------------- ----------------------- ----------------------- --------------------
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
- ----------------------- -------------------- ----------------------- ----------------------- --------------------
<S> <C> <C> <C> <C>
Common Shares, $1.00 5,000,000 $63.75 $318,750,000 $96,590.91
par value
- ----------------------- -------------------- ----------------------- ----------------------- --------------------
<FN>
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.
</TABLE>
<PAGE> 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
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<PAGE> 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
<PAGE> 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.
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<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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)
<PAGE> 1
EXHIBIT 4(b)
------------
Form of Non-Qualified Stock Option Agreement
<PAGE> 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:
<PAGE> 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:
----------------------
<PAGE> 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:
---------------------------------
<PAGE> 1
EXHIBIT 4(c)
------------
Form of Non-Qualified Stock Option Agreement
with Qualified Retirement provisions
<PAGE> 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;
<PAGE> 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
<PAGE> 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.
<PAGE> 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:
------------------------------
<PAGE> 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:
----------------------------
<PAGE> 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)
<PAGE> 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)
<PAGE> 1
EXHIBIT 5
---------
Opinion of Baker & Hostetler LLP
<PAGE> 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
<PAGE> 1
EXHIBIT 23(a)
-------------
Consent of Coopers & Lybrand L.L.P., Independent Accountants
<PAGE> 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
<PAGE> 1
EXHIBIT 23(b)
-------------
Consent of Baker & Hostetler LLP (included in Exhibit 5)
<PAGE> 1
EXHIBIT 24(a)
-------------
Powers of Attorney
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 1
EXHIBIT 24(b)
-------------
Resolutions of the Board of Directors
of the Registrant as to Power of Attorney,
certified by Secretary of the Registrant
<PAGE> 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
<PAGE> 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
<PAGE> 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.
<PAGE> 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]
