1


                                                                  EXHIBIT NO. 24
                                                                  --------------

                                POWER OF ATTORNEY
                                -----------------

     KNOW ALL MEN BY THESE PRESENTS, that I hereby constitute and appoint David
M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of them, my true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign and file with the Securities and Exchange Commission the
Annual Report on Form 10-K of The Progressive Corporation for the year 1998, and
any and all amendments relating thereto and other documents in connection
therewith, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary and requisite to be done in connection with the foregoing, as fully to
all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
respective substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto subscribed my name in the capacity(ies)
set forth below this 22nd day of March, 1999.


                                    Position(s) with
Signature                           The Progressive Corporation
- ---------                           ---------------------------


                                    Chairman, President,
 /s/ Peter B. Lewis                 Chief Executive Officer-Insurance Operations
- -----------------------             and Director
Peter B. Lewis
   2

                               POWER OF ATTORNEY
                               -----------------


           KNOW ALL MEN BY THESE PRESENTS, that I hereby constitute and appoint
David M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of them, my
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign and file with the Securities and Exchange Commission the
Annual Report on Form 10-K of The Progressive Corporation for the year 1998, and
any and all amendments relating thereto and other documents in connection
therewith, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary and requisite to be done in connection with the foregoing, as fully to
all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
respective substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto subscribed my name in the capacity(ies)
set forth below this 22nd day of February, 1999.


                                            Position(s) with
Signature                                   The Progressive Corporation
- ---------                                   ---------------------------




/s/ Jeffrey W. Basch                    
- ------------------------------
Jeffrey W. Basch                            Chief Accounting Officer
   3

                               POWER OF ATTORNEY
                               -----------------


     KNOW ALL MEN BY THESE PRESENTS, that I hereby constitute and appoint David
M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of them, my true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign and file with the Securities and Exchange Commission the
Annual Report on Form 10-K of The Progressive Corporation for the year 1998, and
any and all amendments relating thereto and other documents in connection
therewith, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary and requisite to be done in connection with the foregoing, as fully to
all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
respective substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto subscribed my name in the capacity(ies)
set forth below this 22nd day of February, 1999.


                                             Position(s) with
Signature                                    The Progressive Corporation
- ---------                                    ---------------------------




/s/ Charles B. Chokel                      
- ---------------------
Charles B. Chokel                            Chief Executive Officer-
                                             Investments and Capital Management
   4

                               POWER OF ATTORNEY
                               -----------------

     KNOW ALL MEN BY THESE PRESENTS, that I hereby constitute and appoint David
M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of them, my true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign and file with the Securities and Exchange Commission the
Annual Report on Form 10-K of The Progressive Corporation for the year 1998, and
any and all amendments relating thereto and other documents in connection
therewith, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary and requisite to be done in connection with the foregoing, as fully to
all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
respective substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto subscribed my name in the capacity(ies)
set forth below this 23rd day of February, 1999.


                                           Position(s) with
Signature                                  The Progressive Corporation
- ---------                                  ---------------------------




/s/ W. Thomas Forresster                      
- ------------------------
W. Thomas Forresster                       Treasurer and Chief Financial Officer
   5

                               POWER OF ATTORNEY
                               -----------------

     KNOW ALL MEN BY THESE PRESENTS, that I hereby constitute and appoint David
M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of them, my true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign and file with the Securities and Exchange Commission the
Annual Report on Form 10-K of The Progressive Corporation for the year 1998, and
any and all amendments relating thereto and other documents in connection
therewith, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary and requisite to be done in connection with the foregoing, as fully to
all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
respective substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto subscribed my name in the capacity(ies)
set forth below this 1st day of March, 1999.
                     
                                             Position(s) with
Signature                                    The Progressive Corporation
- ---------                                    ---------------------------



/s/ Milton N. Allen                        
- -------------------
Milton N. Allen                              Director
   6

                               POWER OF ATTORNEY
                               -----------------

     KNOW ALL MEN BY THESE PRESENTS, that I hereby constitute and appoint Peter
B. Lewis, David M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of
them, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities, to sign and file with the Securities and Exchange Commission
the Annual Report on Form 10-K of The Progressive Corporation for the year 1998,
and any and all amendments relating thereto and other documents in connection
therewith, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary and requisite to be done in connection with the foregoing, as fully to
all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
respective substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto subscribed my name in the capacity(ies)
set forth below this 22nd day of March, 1999.


                                                     Position(s) with
Signature                                            The Progressive Corporation
- ---------                                            ---------------------------




/s/ B. Charles Ames                
- -------------------------
B. Charles Ames                                      Director

   7

                               POWER OF ATTORNEY
                               -----------------

     KNOW ALL MEN BY THESE PRESENTS, that I hereby constitute and appoint Peter
B. Lewis, David M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of
them, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities, to sign and file with the Securities and Exchange Commission
the Annual Report on Form 10-K of The Progressive Corporation for the year 1998,
and any and all amendments relating thereto and other documents in connection
therewith, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary and requisite to be done in connection with the foregoing, as fully to
all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
respective substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto subscribed my name in the capacity(ies)
set forth below this 1st day of March, 1999.


                                             Position(s) with
Signature                                    The Progressive Corporation
- ---------                                    ---------------------------




/s/ Stephen R. Hardis                      
- -----------------------------
Stephen R. Hardis                            Director


   8

                               POWER OF ATTORNEY
                               -----------------

     KNOW ALL MEN BY THESE PRESENTS, that I hereby constitute and appoint Peter
B. Lewis, David M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of
them, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities, to sign and file with the Securities and Exchange Commission
the Annual Report on Form 10-K of The Progressive Corporation for the year 1998,
and any and all amendments relating thereto and other documents in connection
therewith, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary and requisite to be done in connection with the foregoing, as fully to
all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
respective substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto subscribed my name in the capacity(ies)
set forth below this 4th day of March, 1999.


                                                     Position(s) with
Signature                                            The Progressive Corporation
- ---------                                            ---------------------------




/s/ Norman S. Matthews                    
- -----------------------------
Norman S. Matthews                                   Director


   9

                               POWER OF ATTORNEY
                               -----------------

     KNOW ALL MEN BY THESE PRESENTS, that I hereby constitute and appoint Peter
B. Lewis, David M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of
them, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities, to sign and file with the Securities and Exchange Commission
the Annual Report on Form 10-K of The Progressive Corporation for the year 1998,
and any and all amendments relating thereto and other documents in connection
therewith, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary and requisite to be done in connection with the foregoing, as fully to
all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
respective substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto subscribed my name in the capacity(ies)
set forth below this 4th day of March, 1999.


                                             Position(s) with
Signature                                    The Progressive Corporation
- ---------                                    ---------------------------



/s/ Donald B. Shackelford                   
- -------------------------------
Donald B. Shackelford                        Director

   10

                               POWER OF ATTORNEY
                               -----------------

     KNOW ALL MEN BY THESE PRESENTS, that I hereby constitute and appoint Peter
B. Lewis, David M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of
them, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities, to sign and file with the Securities and Exchange Commission
the Annual Report on Form 10-K of The Progressive Corporation for the year 1998,
and any and all amendments relating thereto and other documents in connection
therewith, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary and requisite to be done in connection with the foregoing, as fully to
all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
respective substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto subscribed my name in the capacity(ies)
set forth below this 4th day of March, 1999.


                                             Position(s) with
Signature                                    The Progressive Corporation
- ---------                                    ---------------------------



/s/ Paul B. Sigler                         
- -----------------------
Paul B. Sigler                               Director



   11

                               POWER OF ATTORNEY
                               -----------------

     KNOW ALL MEN BY THESE PRESENTS, that I hereby constitute and appoint Peter
B. Lewis, David M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of
them, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities, to sign and file with the Securities and Exchange Commission
the Annual Report on Form 10-K of The Progressive Corporation for the year 1998,
and any and all amendments relating thereto and other documents in connection
therewith, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary and requisite to be done in connection with the foregoing, as fully to
all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
respective substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto subscribed my name in the capacity(ies)
set forth below this 3rd day of March, 1999.


                                                     Position(s) with
Signature                                            The Progressive Corporation
- ---------                                            ---------------------------




/s/ Janet M. Hill                           
- -----------------------------
Janet M. Hill                                        Director


   12

                               POWER OF ATTORNEY
                               -----------------

     KNOW ALL MEN BY THESE PRESENTS, that I hereby constitute and appoint Peter
B. Lewis, David M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of
them, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities, to sign and file with the Securities and Exchange Commission
the Annual Report on Form 10-K of The Progressive Corporation for the year 1998,
and any and all amendments relating thereto and other documents in connection
therewith, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary and requisite to be done in connection with the foregoing, as fully to
all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
respective substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto subscribed my name in the capacity(ies)
set forth below this 10th day of March, 1999.



                                             Position(s) with
Signature                                    The Progressive Corporation
- ---------                                    ---------------------------



/s/ Charles A. Davis                       
- ------------------------
Charles A. Davis                             Director

   13


                               POWER OF ATTORNEY
                               -----------------

     KNOW ALL MEN BY THESE PRESENTS, that I hereby constitute and appoint Peter
B. Lewis, David M. Schneider, Dane A. Shrallow and Michael R. Uth, and each of
them, my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities, to sign and file with the Securities and Exchange Commission
the Annual Report on Form 10-K of The Progressive Corporation for the year 1998,
and any and all amendments relating thereto and other documents in connection
therewith, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary and requisite to be done in connection with the foregoing, as fully to
all intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
respective substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto subscribed my name in the capacity(ies)
set forth below this 1st day of March, 1999.



                                             Position(s) with
Signature                                    The Progressive Corporation
- ---------                                    ---------------------------



/s/ James E. Bennett III                   
- ----------------------------
James E. Bennett III                         Director