Exhibit 24(b)
THE PROGRESSIVE CORPORATION
2003 DIRECTORS EQUITY INCENTIVE PLAN
CERTIFIED COPY OF RESOLUTIONS
RESOLVED, that The Progressive Corporation (the "Company") hereby approves
and adopts The Progressive Corporation 2003 Directors Equity Incentive Plan, in
form attached hereto as Exhibit A (the "Plan"), subject to approval by the
holders of the Company's Common Shares, $1 par value ("Shareholders"); and
FURTHER RESOLVED, that the Plan be submitted to the Shareholders for
approval at the 2003 Annual Meeting of Shareholders; and
FURTHER RESOLVED, that the Company reserve 350,000 Common Shares for
issuance pursuant to Restricted Stock or Stock Option 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 President, any Vice 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,
Restricted Stock and Stock Options) (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 President, any Vice 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
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FURTHER RESOLVED, that when the Registration Statement has become
effective, the President, any Vice 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 acts and things, as may be necessary or appropriate in connection
with the issuance of Plan Securities under the Plan; and
FURTHER RESOLVED, that Charles E. Jarrett, or such other individual as the
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
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, David M. Coffey, W. Thomas
Forrester, Charles E. Jarrett, Dane A. Shrallow and Glenn M. Renwick 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 President, any Vice 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 Jeffrey W. Basch, David M. Coffey, W. Thomas
Forrester, Charles E. Jarrett, Glenn M. Renwick and Dane A. Shrallow 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
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President, any Vice 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. David M. Coffey, Suzanne M. Hanselman, R. Steven Kestner,
Charles E. Jarrett and Dane A. Shrallow, 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 President, any Vice 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, or any of them, 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
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 350,000 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. David M. Coffey, Suzanne M. Hanselman, Charles E. Jarrett, R. Steven
Kestner and Dane A. Shrallow, 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
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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 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 President, any Vice 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
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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.
I, Charles E. Jarrett, 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; and that
the foregoing is a true, correct, and complete copy of the resolutions duly
adopted at a meeting of the Board of Directors on the 31st day of January, 2003;
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 21st day of April, 2003.
/s/ Charles E. Jarrett
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SEAL Charles E. Jarrett
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