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EXHIBIT 24(b)
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Resolutions of the Board of Directors
of the Registrant as to Power of Attorney,
certified by Secretary of the Registrant
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RESOLUTIONS OF THE BOARD OF DIRECTORS OF
THE PROGRESSIVE CORPORATION
RESOLVED, that the Company be and hereby is authorized and empowered to direct
the trustee of The Progressive Retirement Security Program, as heretofore
supplemented and amended (the "Plan"), to acquire all Common Shares, $1.00 par
value per share, of the Company ("Common Shares") to be held in the Plan's
Company Stock Fund at fair market value on the open market or directly from the
Company through the issuance of authorized but previously unissued shares or
treasury shares; and
FURTHER RESOLVED, that the Common Shares of the Company to be issued in
accordance with the terms and provisions of the Plan shall be duly authorized
and issued, fully paid and non-assessable Common Shares of the Company, free of
any shareholder preemptive rights; and
FURTHER RESOLVED, that the Chairman of the Board, the President, any Vice
President, the Treasurer and the Secretary of the Company (the "Authorized
Officers") be, and each of them with full power to act without the others is,
hereby authorized and empowered 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, one or more Registration
Statements on Form S-8, or such other available form or forms as may be approved
by any such officer, (including one or more prospectuses, prospectus
supplements, all exhibits and other documents relating thereto) (individually
and collectively, the "Registration Statement") with respect to the registration
of an additional 1,000,000 Common Shares of the Company to be offered under the
terms of the Plan (with such changes, including, but not limited to, the number
of Common Shares to be registered and other changes of a substantive nature) as
any such officer or officers shall approve, which approval shall be shown
conclusively by execution of the Registration Statement; and
FURTHER RESOLVED, that the Authorized Officers 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 or
cause to be executed such amendments (including post-effective 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 and
deliver all such other documents as they, or any of them, may 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
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FURTHER RESOLVED, that when the registration of the Common Shares with the
Commission on the Registration Statement has become effective, the Authorized
Officers 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,
deliver and file any and all documents and to do any and all things, as may be
necessary or proper to carry out the offer and sale of the Common Shares under
the Plan; and
FURTHER RESOLVED, that R. Steven Kestner, or such other individual as may
hereafter be named by the Executive Committee and designated to the Commission
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
FURTHER RESOLVED, that Jeffrey W. Basch, Charles B. Chokel, W. Thomas
Forrester, R. Steven Kestner, Dane A. Shrallow and David M. Schneider 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 for registration of the Common Shares to be issued pursuant to the
Plan, and any and all amendments and supplements to such 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
Common Shares, 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 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 Authorized Officers 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 a Power of Attorney evidencing the foregoing appointment;
and
FURTHER RESOLVED, that any director or officer of the Company required by law
to affix his or her signature to the Registration Statement and any and all
amendments and supplements thereto may affix his or her signature personally, or
by any attorney-in-fact, duly constituted in writing by said director or officer
to sign his or her name thereto; and
FURTHER RESOLVED, that Jeffrey W. Basch, Charles B. Chokel, R. Steven Kestner,
W. Thomas Forrester, David M. Schneider and Dane A. Shrallow be, and each of
them with full power to act without the others is, hereby authorized 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 President,
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Treasurer and Secretary, and on behalf of and as attorneys-in-fact 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 matters relating to the Registration Statement
and all amendments and supplements thereto; and
FURTHER RESOLVED, that the Authorized Officers 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, register or
qualify the Common Shares for issuance, or to request an exemption from
registration of the Common Shares, 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 such 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, or any of them, may deem
necessary or advisable to order to maintain such registration or qualification
in effect for as long as they may deem to be in the best interests of the
Company or as required by law; and that the execution by any 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 preparation, execution and delivery to the New York
Stock Exchange of a Listing Application or a Supplemental Listing Application
(including all exhibits and supporting material) to list 1,000,000 additional
Common Shares to be issued under the Plan be, and it hereby is, authorized and
approved; and that the Authorized Officers of the Company and its
attorneys-in-fact, Messrs. Jeffrey W. Basch, Charles B. Chokel, R. Steven
Kestner, W. Thomas Forrester, David M. Schneider and Dane A. Shrallow be, and
each of them with full power to act without the others is, hereby authorized and
empowered to make application for such listings 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, with authority to make such
changes (which may be of a substantive nature) in any such listing application
or other documents and in any agreements that may be made in connection
therewith as, in his or her discretion, may be necessary to comply with the
requirements for or to otherwise obtain such listing; and that such officers and
attorneys be, and each of them with full power to
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act without the others is, hereby 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; 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
is hereby extended to include the original issue and the transfer and
registration from time to time of the Common Shares to be issued under the Plan;
and
FURTHER RESOLVED, that for the purpose of the original issue or transfer of
Common Shares by the Company under the Plan as aforesaid, or the transfer of
Common Shares by any trustee under the Plan, 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 such Common Shares 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 the trustee
under the Plan or other person entitled thereto as set forth in the order or
orders of the Company for the issuance or transfer of such 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
New York Stock Exchange, the National Association of Securities Dealers, Inc.,
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 this written action and to certify the same as having been duly
adopted thereby; and
FURTHER RESOLVED, that the Authorized Officers 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 pay or cause to be paid all 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 of the Authorized Officers within the terms of the foregoing resolutions be
and are hereby ratified and confirmed as the authorized acts and deeds of the
Company.
I, R. Steven Kestner, 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
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of the Company; and that the foregoing is a true, correct, and complete copy of
the resolutions duly adopted by the Board of Directors of the Company at a
Meeting held on December 17, 1999, and that said resolutions are valid and
binding, and 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 12th day of July, 2000.
[SEAL] /s/ R. Steven Kestner
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R. Steven Kestner
Secretary
