Progressive Seeks to Double Stock to 600 Million Shares

March 3, 2003

Progressive Corp., the nation’s fourth auto insurer, is seeking shareholder approval to double its authorized common shares to 600 million, according to a preliminary proxy statement released by the Securities and Exchange Commission.

The Mayfield Village, Ohio, insurer said its board believes that the number of common shares currently available for issuance is insufficient to meet the future needs of the company.

Authorized shares could be issued for future share dividends or splits, employee benefit plans and programs, financing and acquisition transactions and other general corporate purposes, the filing said.

As of Dec. 31, 2002, there were 218 million Progressive Corp. shares outstanding, with an additional 25 million reserved for issuance under various stock option plans and other employee benefit plans, and 12 million shares held in treasury.

Shareholders will vote on the proposal April 18.

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