1
EXHIBIT 24(a)
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Powers of Attorney
2
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned officer and/or
director of The Progressive Corporation, an Ohio corporation (the "Company"),
has made, constituted and appointed, and by this instrument does make,
constitute and appoint, Jeffrey W. Basch, Charles B. Chokel, David M. Schneider,
Dane A. Shrallow and Michael R. Uth, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to affix for him and in his name, place and stead, in any and all capacities, as
attorney-in-fact and agent, his signature to a Registration Statement on Form
S-8 or other form in order to register under the Securities Act of 1933, as
amended, up to 5,000,000 of the Company's Common Shares, $1.00 par value,
issuable under The Progressive Corporation 1995 Incentive Plan, and to any and
all amendments, post-effective amendments and exhibits to such Registration
Statement, and to any and all applications, instruments and other documents
pertaining thereto, giving and granting unto each such attorney-in-fact and
agent full power and authority to do and perform any and all acts and things
whatsoever necessary or appropriate to be done in and about the premises, as
fully for all intents and purposes as he might or could do if personally
present, and hereby ratifying and confirming all that each such attorney-in-fact
and agent, or any such substitute or substitutes, shall lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed in the
capacities and on the date indicated below.
Date: March 18, 1997 /s/Peter B. Lewis
-------------------------------------
Peter B. Lewis
Chairman, President, Principal
Executive Officer and Director
3
POWER OF ATTORNEY
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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
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POWER OF ATTORNEY
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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
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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
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David M. Schneider
Secretary and Chief
Legal Officer
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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
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POWER OF ATTORNEY
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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
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POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned director of The
Progressive Corporation, an Ohio corporation (the "Company"), has made,
constituted and appointed, and by this instrument does make, constitute and
appoint, Jeffrey W. Basch, Charles B. Chokel, David M. Schneider, Dane A.
Shrallow and Michael R. Uth, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to affix for him and in his name, place and stead, in any and all capacities, as
attorney-in-fact and agent, his signature to a Registration Statement on Form
S-8 or other form in order to register under the Securities Act of 1933, as
amended, up to 5,000,000 of the Company's Common Shares, $1.00 par value,
issuable under The Progressive Corporation 1995 Incentive Plan, and to any and
all amendments, post-effective amendments and exhibits to such Registration
Statement, and to any and all applications, instruments and other documents
pertaining thereto, giving and granting unto each such attorney-in-fact and
agent full power and authority to do and perform any and all acts and things
whatsoever necessary or appropriate to be done in and about the premises, as
fully for all intents and purposes as he might or could do if personally
present, and hereby ratifying and confirming all that each such attorney-in-fact
and agent, or any such substitute or substitutes, shall lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed in the
capacities and on the date indicated below.
Date: March 13, 1997 /s/Charles A. Davis
--------------------------------------
Charles A. Davis
Director
9
POWER OF ATTORNEY
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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
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Stephen R. Hardis
Director
10
POWER OF ATTORNEY
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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
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Janet Hill
Director
11
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned director of The
Progressive Corporation, an Ohio corporation (the "Company"), has made,
constituted and appointed, and by this instrument does make, constitute and
appoint, Jeffrey W. Basch, Charles B. Chokel, David M. Schneider, Dane A.
Shrallow and Michael R. Uth, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to affix for him and in his name, place and stead, in any and all capacities, as
attorney-in-fact and agent, his signature to a Registration Statement on Form
S-8 or other form in order to register under the Securities Act of 1933, as
amended, up to 5,000,000 of the Company's Common Shares, $1.00 par value,
issuable under The Progressive Corporation 1995 Incentive Plan, and to any and
all amendments, post-effective amendments and exhibits to such Registration
Statement, and to any and all applications, instruments and other documents
pertaining thereto, giving and granting unto each such attorney-in-fact and
agent full power and authority to do and perform any and all acts and things
whatsoever necessary or appropriate to be done in and about the premises, as
fully for all intents and purposes as he might or could do if personally
present, and hereby ratifying and confirming all that each such attorney-in-fact
and agent, or any such substitute or substitutes, shall lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed in the
capacities and on the date indicated below.
Date: March 13, 1997 /s/Norman S. Matthews
--------------------------------------
Norman S. Matthews
Director
12
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned director of The
Progressive Corporation, an Ohio corporation (the "Company"), has made,
constituted and appointed, and by this instrument does make, constitute and
appoint, Jeffrey W. Basch, Charles B. Chokel, David M. Schneider, Dane A.
Shrallow and Michael R. Uth, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to affix for him and in his name, place and stead, in any and all capacities, as
attorney-in-fact and agent, his signature to a Registration Statement on Form
S-8 or other form in order to register under the Securities Act of 1933, as
amended, up to 5,000,000 of the Company's Common Shares, $1.00 par value,
issuable under The Progressive Corporation 1995 Incentive Plan, and to any and
all amendments, post-effective amendments and exhibits to such Registration
Statement, and to any and all applications, instruments and other documents
pertaining thereto, giving and granting unto each such attorney-in-fact and
agent full power and authority to do and perform any and all acts and things
whatsoever necessary or appropriate to be done in and about the premises, as
fully for all intents and purposes as he might or could do if personally
present, and hereby ratifying and confirming all that each such attorney-in-fact
and agent, or any such substitute or substitutes, shall lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed in the
capacities and on the date indicated below.
Date: March 24, 1997 /s/Donald B. Shackelford
--------------------------------------
Donald B. Shackelford
Director
13
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS THAT: The undersigned director of The
Progressive Corporation, an Ohio corporation (the "Company"), has made,
constituted and appointed, and by this instrument does make, constitute and
appoint, Jeffrey W. Basch, Charles B. Chokel, David M. Schneider, Dane A.
Shrallow and Michael R. Uth, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to affix for him and in his name, place and stead, in any and all capacities, as
attorney-in-fact and agent, his signature to a Registration Statement on Form
S-8 or other form in order to register under the Securities Act of 1933, as
amended, up to 5,000,000 of the Company's Common Shares, $1.00 par value,
issuable under The Progressive Corporation 1995 Incentive Plan, and to any and
all amendments, post-effective amendments and exhibits to such Registration
Statement, and to any and all applications, instruments and other documents
pertaining thereto, giving and granting unto each such attorney-in-fact and
agent full power and authority to do and perform any and all acts and things
whatsoever necessary or appropriate to be done in and about the premises, as
fully for all intents and purposes as he might or could do if personally
present, and hereby ratifying and confirming all that each such attorney-in-fact
and agent, or any such substitute or substitutes, shall lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed in the
capacities and on the date indicated below.
Date: March 24, 1997 /s/Paul B. Sigler
--------------------------------------
Paul B. Sigler
Director