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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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CERTIFIED COPY OF RESOLUTIONS
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ADOPTED BY THE BOARD OF DIRECTORS OF
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THE PROGRESSIVE CORPORATION
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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
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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
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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.
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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
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David M. Schneider, Secretary
[SEAL]