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EXHIBIT 24(a)
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Powers of Attorney
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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 200,000 of the Company's Common Shares, $1.00 par value, issuable
under The Progressive Corporation 1998 Directors' Stock Option 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: April 24, 1998 /s/ Peter B. Lewis
------------------------------
Peter B. Lewis
Chairman, President, Principal
Executive Officer and Director
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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, 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 200,000 of the
Company's Common Shares, $1.00 par value, issuable under The Progressive
Corporation 1998 Directors' Stock Option 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: April 24, 1998 /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 200,000 of the
Company's Common Shares, $1.00 par value, issuable under The Progressive
Corporation 1998 Directors' Stock Option 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: April 24, 1998 /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 200,000 of the
Company's Common Shares, $1.00 par value, issuable under The Progressive
Corporation 1998 Directors' Stock Option 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: April 24, 1998 /s/ David M. Schneider
-----------------------------------
David M. Schneider
Secretary and Chief
Legal Officer
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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 200,000 of the Company's Common Shares, $1.00 par value, issuable
under The Progressive Corporation 1998 Directors' Stock Option 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: April 24, 1998 /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 200,000 of the Company's Common Shares, $1.00 par value, issuable
under The Progressive Corporation 1998 Directors' Stock Option 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: April 24, 1998 /s/ B. Charles Ames
--------------------
B. Charles Ames
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 200,000 of the Company's Common Shares, $1.00 par value, issuable
under The Progressive Corporation 1998 Directors' Stock Option 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: April 24, 1998 /s/ Charles A. Davis
---------------------
Charles A. Davis
Director
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 200,000 of the Company's Common Shares, $1.00 par value, issuable
under The Progressive Corporation 1998 Directors' Stock Option 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: April 24, 1998 /s/ Stephen R. Hardis
----------------------
Stephen R. Hardis
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, 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 200,000 of the Company's Common Shares, $1.00 par value, issuable
under The Progressive Corporation 1998 Directors' Stock Option 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: April 24, 1998 /s/ Janet Hill
------------------------------
Janet Hill
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 200,000 of the Company's Common Shares, $1.00 par value, issuable
under The Progressive Corporation 1998 Directors' Stock Option 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: April 24, 1998 /s/ Norman S. Matthews
-----------------------
Norman S. Matthews
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 200,000 of the Company's Common Shares, $1.00 par value, issuable
under The Progressive Corporation 1998 Directors' Stock Option 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: April 24, 1998 /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 200,000 of the Company's Common Shares, $1.00 par value, issuable
under The Progressive Corporation 1998 Directors' Stock Option 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: April 24, 1998 /s/ Paul B. Sigler
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Paul B. Sigler
Director