<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
(Mark One)
[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934
For the fiscal year ended December 31, 1997
                          ---------------------------------------------
                                       or
[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from ________________ to  ________________

Commission file number                1-9518
                       ------------------------------------

                           THE PROGRESSIVE CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Ohio                                       34-0963169
- --------------------------------------------------------------------------------
      (State or other jurisdiction of                   (I.R.S. Employer
      incorporation or organization)                    Identification No.)

      6300 Wilson Mills Road, Mayfield Village, Ohio              44143
- --------------------------------------------------------------------------------
     (Address of principal executive offices)                   (Zip Code)

                                 (440) 461-5000
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
                                                    Name of each exchange on
         Title of each class                             which registered

Common Shares, $1.00 Par Value                      New York Stock Exchange
- ------------------------------                      -----------------------


Securities registered pursuant to Section 12(g) of the Act:


                                      None
- --------------------------------------------------------------------------------
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                       [X]  Yes   [ ]  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the voting stock held by non-affiliates of the
registrant at January 31, 1998: $6,748,111,562.50

The number of the registrant's Common Shares, $1.00 par value, outstanding as of
February 27, 1998: 72,427,300

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Annual Report to Shareholders for the year ended
December 31, 1997 are incorporated by reference in Parts I, II and IV hereof.
Portions of the registrant's Proxy Statement dated March 17, 1998, for the
Annual Meeting of Shareholders to be held on April 24, 1998, are incorporated by
reference in Part III hereof.



<PAGE>   2

INTRODUCTION

The Progressive Corporation and subsidiaries' (collectively, the "Company") 1997
Annual Report to Shareholders (the "Annual Report") contains portions of the
information required to be included in this Form 10-K, which are incorporated
herein by reference. Cross references to relevant sections of the Annual Report
are included under the appropriate items of this Form 10-K.

Portions of the information included in The Progressive Corporation's Proxy
Statement dated March 17, 1998, for the Annual Meeting of Shareholders to be
held on April 24, 1998 (the "Proxy Statement") have also been incorporated by
reference herein and are identified under the appropriate items in this Form
10-K.


                                     PART I
                                     ------

ITEM 1.  BUSINESS

         (a)      General Development of Business

The Progressive Corporation, an insurance holding company formed in 1965, has 88
subsidiaries and 1 mutual insurance company affiliate. The Progressive
Corporation's insurance subsidiaries and its affiliate (collectively, the
"Insurance Group") provide personal automobile insurance and other specialty
property-casualty insurance and related services throughout the United States
and in Canada. The Company's property-casualty insurance products protect its
customers against collision and physical damage to their motor vehicles and
liability to others for personal injury or property damage arising out of the
use of those vehicles.

Of the approximately 250 United States insurance company groups writing private
passenger auto insurance, the Company estimates that it ranks fifth in size for
1997. Except as otherwise noted, all industry data and Progressive's market
share or ranking in the industry were derived either directly from data reported
by A.M. Best Company Inc. ("A.M. Best") or were estimated using A.M. Best data
as the primary source. For 1997, the estimated industry premiums written, which
include personal auto insurance in the United States and Ontario, Canada, as
well as insurance for commercial vehicles, were $135.4 billion, and
Progressive's share of this market was approximately 3.3%.

         (b)      Financial Information About Industry Segments

                  Incorporated by reference from Note 9, SEGMENT INFORMATION, on
                  page 48 of the Company's Annual Report.

         (c)      Narrative Description of Business

INSURANCE SEGMENT
- -----------------

The Insurance Group offers a number of personal and commercial property-casualty
insurance products primarily related to motor vehicles. Net premiums written
were $4,665.1 million in 1997, compared to $3,441.7 million in 1996 and $2,912.8
million in 1995. The underwriting profit margin was 6.6% in 1997, compared to
8.5% in 1996 and 5.7% in 1995.

The Insurance Group's core business writes insurance for private passenger
automobiles, recreational vehicles and small fleets of commercial vehicles. This
business frequently has more than one program in a single state, with each
targeted to a specific market segment. The core business accounted for 96% of
the Company's 1997 total net premiums written.

                                       2


<PAGE>   3

A portion of the Insurance Group's core business consists of nonstandard
automobile insurance products for people cancelled or rejected by other
insurers. The size of the nonstandard automobile insurance market changes with
the insurance environment. Volume potential is influenced by the actions of
direct competitors, writers of standard and preferred automobile insurance and
state-mandated involuntary plans. The total direct premiums written in the
nonstandard automobile insurance market, including the involuntary market plans,
were about $25 billion in 1997, $24 billion in 1996 and $22 billion in 1995.
Approximately 340 nonstandard insurance companies, many of which are part of an
affiliated group, wrote an estimated $21 billion of nonstandard auto premiums in
1997, excluding the involuntary market plans. In 1996, the Insurance Group
ranked second in direct premiums written with a 14% share of this market and
near the top in underwriting performance. Although final data has not been
published, the Company estimates that its 1997 ranking and underwriting
performance will be consistent with 1996.

The core business also writes standard and preferred automobile risks in many
states. These products accounted for between 20% and 25% of the Company's total
core business premiums in 1997. The strategy is to build towards becoming a
low-cost provider of a full line of auto insurance and related services,
distributed through whichever channel the customer prefers. The Insurance
Group's goal is to compete successfully in the standard and preferred market,
which comprises 78% of the United States' personal automobile insurance market.

The Insurance Group's specialty personal lines products include motorcycle,
recreational vehicle, mobile home, boat and snowmobile insurance. The Insurance
Group's competitors are specialty companies and large multi-line insurance
carriers. Although industry figures are not available, based on the Company's
analysis of this market, the Company believes that it is a significant
participant in the specialty personal lines market.

Monoline commercial vehicle insurance covers commercial vehicle risks for
primary liability, physical damage and other supplementary insurance coverages.
Based on the Company's analysis of this market, the Company competes with
approximately 150 companies for this business on a nationwide basis. In the
target segment of monoline commercial auto writers, the Company estimates its
1997 ranking to be in the top 10.

In 1997, over 90% of the net premiums written by the core business were written
through a network of more than 30,000 independent insurance agents located
throughout the United States and in Canada. Subject to compliance with certain
Company-mandated procedures, these independent insurance agents have the
authority to bind the Company to specified insurance coverages within prescribed
underwriting guidelines. These guidelines prescribe the kinds and amounts of
coverage that may be written and the premium rates that may be charged for
specified categories of risk. The agents do not have authority on behalf of the
Company to settle or adjust claims, establish underwriting guidelines, develop
rates or enter into other transactions or commitments. The Company also markets
its products through intermediaries such as employers, other insurance companies
and national brokerage agencies, and direct to customers through employed sales
people and owned insurance agencies. The core business currently markets
personal automobile insurance directly to the public by direct mail, television
and radio advertising in 19 states and the District of Columbia.

To facilitate growth and the execution of its strategies, the Company expanded
to 54 the number of local business units to allow the Company to be closer to
the customer. The Company subdivides business units as growth produces enough
customers to warrant more local focus. Each business unit is headed by a
community manager and is headquartered in or near the market served. The
individual business units are responsible for reducing claim costs, improving
agent service and relationships, direct marketing and deciding price levels for
their territory. Processing (customer service calls, direct sales calls and
claims processing) is done at six regional sites located in Austin, Cleveland,
Colorado Springs, Toronto, Sacramento and Tampa.

In addition, the Company organized process teams made up of people from both
staff and line functions to support the business units. The process teams are
respectively responsible for product, independent agent marketing, consumer
marketing, ownership (customer service), technology, community manager support
and claims. The process teams concentrate on improving the processes fast enough
for the Company to meet its high standards for customer service, profit and
growth.

                                       3


<PAGE>   4


The Insurance Group's diversified businesses include the United Financial
Casualty Company (UFCC), Professional Liability Group (PLG) and Motor Carrier
business units, which are organized by customer group and headquartered in
Cleveland, Ohio, and the Midland Financial Group (MFG), which is headquartered
in Memphis, Tennessee. These businesses accounted for 4% of total volume in
1997. The choice of distribution channel is driven by each customer group's
buying preference and service needs. Distribution channels include financial
institutions, vehicle dealers and independent agents. Distribution arrangements
are individually negotiated between such intermediaries and the Company and are
tailored to the specific needs of the customer group and the nature of the
related financial or purchase transactions. The diversified businesses also
market their products directly to their customers through company- employed
sales forces.

UFCC provides physical damage insurance and related tracking services to protect
the commercial or retail lender's interest in collateral which is not otherwise
insured against these risks. The principal product is collateral protection for
automobile lenders, which is sold to financial institutions and/or their
customers. Commercial banks are UFCC's largest customer group for these
services. This business also serves savings and loans, finance companies and
credit unions. According to the Company's analysis of this market, numerous
companies offer these products and none of them has a dominant market share.

PLG's principal customers are community banks. Its principal products are
liability insurance for directors and officers and employee dishonesty
insurance. Progressive shares the risk and premium on these coverages with a
small mutual reinsurer controlled by its bank customers. The program is
sponsored by the American Bankers Association. This program represented less
than one-half percent of the Company's total 1997 net premiums written.

On March 7, 1997, the Company acquired MFG for about $50 million. MFG
underwrites and markets nonstandard private passenger automobile insurance
through approximately 3,700 independent agents across 11 states, primarily in
the southern and western United States. During 1997, Midland wrote $66.1 million
of net premiums written.

The Motor Carrier business unit primarily manages involuntary Commercial Auto
Insurance Procedures. See SERVICE OPERATIONS on page 7 for further discussion.

COMPETITIVE FACTORS
- -------------------

The automobile insurance and other property-casualty markets in which the
Company operates are highly competitive. Property-casualty insurers generally
compete on the basis of price, consumer recognition, coverages offered, claim
handling, financial stability, customer service and geographic coverage.
Vigorous competition is provided by large, well-capitalized national companies,
some of which have broad distribution networks of employed or captive agents,
and by smaller regional insurers. While the Company relies heavily on technology
and extensive data gathering and analysis to segment and price markets according
to risk potential, some competitors merely price their coverage at rates set
lower than the Company's published rates. By avoiding extensive data gathering
and analysis, these competitors incur lower underwriting costs. The Company has
remained competitive by closely managing expenses and achieving operating
efficiencies, and by refining its risk measurement and price segmentation
skills. In addition, the Company offers prices for a wide spectrum of risks and
seeks to offer a wider array of payment plans, limits of liability and
deductibles than its competitors. Superior customer service and claim adjustment
are also important factors in the Company's competitive strategy.

LICENSES
- --------

The Insurance Group operates under licenses issued by various state or
provincial insurance authorities. Such licenses may be of perpetual duration or
renewable periodically, provided the holder continues to meet applicable
regulatory requirements. The licenses govern the kind of insurance coverages
which may be written in the issuing state. Such licenses are normally issued
only after the filing of an appropriate application and the satisfaction of
prescribed criteria. All licenses which are material to the Company's business
are in good standing.

                                      4


<PAGE>   5


INSURANCE REGULATION
- --------------------

The insurance subsidiaries are generally subject to regulation and supervision
by insurance departments of the jurisdictions in which they are domiciled or
licensed to transact business. At least one of the subsidiaries is licensed and
subject to regulation in each of the 50 states and certain U.S. possessions, in
one Canadian province and by Canadian federal authorities. The nature and extent
of such regulation and supervision varies from jurisdiction to jurisdiction.
Generally, an insurance company is subject to a higher degree of regulation and
supervision in its state of domicile. The Company's principal insurance
subsidiaries are domiciled in the states of California, Colorado, Florida,
Louisiana, Michigan, Mississippi, Missouri, New York, Ohio, Pennsylvania,
Tennessee, Texas, Washington and Wisconsin. State insurance departments have
broad administrative power relating to licensing insurers and agents, regulating
premium rates and policy forms, establishing reserve requirements, prescribing
accounting methods and the form and content of statutory financial reports, and
regulating the type and amount of investments permitted. Rate regulation varies
from "file and use" to prior approval to mandated rates. Most jurisdictions
prohibit rates that are "excessive, inadequate or unfairly discriminatory."

Insurance departments are charged with the responsibility of ensuring that
insurance companies maintain adequate capital and surplus and comply with a
variety of operational standards. Insurance companies are generally required to
file detailed annual and other reports with the insurance department of each
jurisdiction in which they conduct business. Insurance departments are
authorized to make periodic and other examinations of regulated insurers'
financial condition, adherence to statutory accounting principles and compliance
with state insurance laws and regulations.

Insurance holding company laws enacted in many jurisdictions grant to insurance
authorities the power to regulate acquisitions of insurers and certain other
transactions involving insurers and to require periodic disclosure of certain
information. These laws impose prior approval requirements for certain
transactions between regulated insurers and their affiliates and generally
regulate dividend and other distributions, including loans and cash advances,
between regulated insurers and their affiliates. See the "Dividends" discussion
in Item 5(c) for further information on such dividend limitations.

Under state insolvency and guaranty laws, regulated insurers can be assessed or
required to contribute to state guaranty funds to cover policyholder losses
resulting from insurer insolvencies. Insurers are also required by many states,
as a condition of doing business in the state, to provide coverage to certain
risks. These so-called "assigned risk" plans generally specify the types of
insurance and the level of coverage which must be offered to such involuntary
risks, as well as the allowable premium. Many states also have involuntary
market plans which hire a limited number of servicing carriers to provide
insurance to involuntary risks. These plans, through assessments, pass
underwriting and administrative expenses on to insurers that write voluntary
coverages.

Insurance companies are generally required by insurance regulators to maintain
sufficient surplus to support their writings. Although the ratio of writings to
surplus that the regulators will allow is a function of a number of factors,
including the type of business being written, the adequacy of the insurer's
reserves, the quality of the insurer's assets, and the identity of the
regulator, as a general rule, the regulators prefer that annual net written
premium be not more than three times the insurer's total policyholders' surplus.
Thus, the amount of an insurer's surplus may, in certain cases, limit its
ability to grow its business.

Many states have laws and regulations that limit an insurer's ability to exit a
market. For example, certain states limit an automobile insurer's ability to
cancel and non-renew policies. Furthermore, certain states prohibit an insurer
from withdrawing one or more lines of business from the state, except pursuant
to a plan that is approved by the state insurance department. The state
insurance department may disapprove a plan that may lead to market disruption.
Laws and regulations that limit cancellation and non-renewal and that subject
program withdrawals to prior approval requirements may restrict an insurer's
ability to exit unprofitable markets.

Regulation of insurance constantly changes as real or perceived issues and
developments arise. Some changes may be due to technical factors, such as
changes in investment laws made to recognize new investment vehicles; other
changes result from such general pressures as consumer resistance to price
increases and concerns relating to insurer solvency. In recent years,
legislation and voter initiatives have been introduced which deal with insurance
rate development, rate

                                       5

<PAGE>   6

determination and the ability of insurers to cancel or renew insurance policies,
reflecting concerns about availability, prices and alleged discriminatory
pricing.

In some states, the automobile insurance industry has been under pressure in
recent years from regulators, legislators or special interest groups to reduce,
freeze or set rates to or at levels that are not necessarily related to
underlying costs, including initiatives to roll back automobile and other
personal lines rates. This kind of activity has adversely affected, and may in
the future adversely affect, the profitability and growth of the subsidiaries'
automobile insurance business in those jurisdictions, and may limit the
subsidiaries' ability to increase rates to compensate for increases in costs.
Adverse legislative and regulatory activity limiting the subsidiaries' ability
to adequately price automobile insurance may occur in the future. The impact of
these regulatory changes on the subsidiaries' businesses cannot be predicted.

The state insurance regulatory framework has come under increased federal
scrutiny, and certain state legislatures have considered or enacted laws that
alter and, in many cases, expand state authority to regulate insurance companies
and insurance holding company systems. Further, the National Association of
Insurance Commissioners (NAIC) and state insurance regulators are re-examining
existing laws and regulations, specifically focusing on insurance company
investments, issues relating to the solvency of insurance companies and further
limitations on the ability of regulated insurers to pay dividends. The NAIC also
developed a risk-based capital (RBC) program to enable regulators to take
appropriate and timely regulatory actions relating to insurers that show signs
of weak or deteriorating financial conditions. RBC is a series of dynamic
surplus-related formulas which contain a variety of factors that are applied to
financial balances based on a degree of certain risks, such as asset, credit and
underwriting risks. In addition, from time to time, the United States Congress
and certain federal agencies investigate the current condition of the insurance
industry to determine whether federal regulation is necessary.

STATUTORY ACCOUNTING PRINCIPLES
- -------------------------------

The Insurance Group's results are reported in accordance with generally accepted
accounting principles (GAAP), which differ from amounts reported under statutory
accounting principles (SAP) prescribed by insurance regulatory authorities.
Specifically, under GAAP:

1.       Commissions, premium taxes and other costs incurred in connection with
         writing new and renewal business are capitalized and amortized on a pro
         rata basis over the period in which the related premiums are earned,
         rather than expensed as incurred, as required by SAP.

2.       Certain assets are included in the consolidated balance sheets, which
         for SAP are charged directly against statutory surplus. These assets
         consist primarily of premium receivables over 90 days, furniture and
         equipment and prepaid expenses.

3.       Amounts related to ceded reinsurance are shown gross as prepaid
         reinsurance premiums and reinsurance recoverables, rather than netted
         against unearned premium reserves and loss and loss adjustment expense
         reserves, respectively, as required by SAP.

4.       Fixed maturities securities, which are classified as
         available-for-sale, are reported at market values, rather than at
         amortized cost, or the lower of amortized cost or market depending on
         the specific type of security as required by SAP. Equity securities are
         reported at quoted market values which may differ from the NAIC market
         values as required by SAP.

The differing treatment of income and expense items results in a corresponding
difference in federal income tax expense.

                                       6


<PAGE>   7


SERVICE  OPERATIONS
- -------------------

The service operations of the diversified business units consist primarily of
processing business for involuntary plans and providing claim services to fleet
owners and other insurance companies. Service revenues were $45.3 million in
1997, compared to $46.2 million in 1996 and $38.9 million in 1995. Pretax
operating profits were $1.4 million in 1997, compared to $4.3 million and $8.7
million in 1996 and 1995, respectively.

The Motor Carrier business unit currently processes business for the Commercial
Auto Insurance Procedures (CAIP) in 27 states and the New York Public Automobile
Pool (NYPAP), which are both part of the involuntary residual market. As a CAIP
servicing carrier, the business unit processes over 40% of the premiums in the
CAIP market without assuming the indemnity risk. It competes with approximately
7 other providers nationwide. During 1997, the unit increased their share of the
NYPAP to 40% of the new business.

INVESTMENTS
- -----------

The Company employs a conservative approach to investment and capital management
intended to ensure that there is sufficient capital to support all the insurance
premium that can be profitably written. The Company's portfolio is invested
primarily in short-term and intermediate-term, investment-grade fixed-income
securities. The Company's investment portfolio, at market value, was $5,270.4
million at December 31, 1997, compared to $4,450.6 million at December 31, 1996.
Investment income is affected by shifts in the types of investments in the
portfolio, changes in interest rates and other factors. Investment income,
including net realized gains on security sales, before expenses and taxes, was
$373.4 million in 1997, compared to $232.9 million in 1996 and $245.8 million in
1995. See MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, beginning on page 14 herein for additional discussion.

EMPLOYEES
- ---------

The number of employees, excluding temporary employees, at December 31, 1997,
was 14,126.

LIABILITY FOR PROPERTY-CASUALTY LOSSES AND LOSS ADJUSTMENT EXPENSES
- -------------------------------------------------------------------

The consolidated financial statements include the estimated liability for unpaid
losses and loss adjustment expenses (LAE) of the Company's insurance
subsidiaries. Total loss reserves are established at a level that is intended to
represent the midpoint of the reasonable range of loss reserve estimates. The
liabilities for losses and LAE are determined using actuarial and statistical
procedures and represent undiscounted estimates of the ultimate net cost of all
unpaid losses and LAE incurred through December 31 of each year. These estimates
are subject to the effect of future trends on claim settlement. These estimates
are continually reviewed and adjusted as experience develops and new information
becomes known. Such adjustments, if any, are reflected in the current results of
operations.


The accompanying tables present an analysis of property-casualty losses and LAE.
The following table provides a reconciliation of beginning and ending estimated
liability balances for 1997, 1996 and 1995 on a GAAP basis.

                                       7


<PAGE>   8


<TABLE>
<CAPTION>
RECONCILIATION OF NET RESERVES FOR LOSSES AND LOSS ADJUSTMENT EXPENSES

 (millions)                                                                      1997                 1996                 1995
                                                              ------------------------------------------------------------------
<S>                                                                          <C>                  <C>                  <C>     
 Balance at January 1                                                        $1,800.6             $1,610.5             $1,434.4
      Less reinsurance recoverables on unpaid losses                            267.7                296.1                334.2
                                                              ------------------------------------------------------------------
 Net balance at January 1                                                     1,532.9              1,314.4              1,100.2
                                                              ------------------------------------------------------------------
 Net reserves of subsidiary purchased                                            82.2                   --                   --
                                                              ------------------------------------------------------------------
 Incurred related to:
          Current year                                                        3,070.8              2,341.9              2,000.4
          Prior years                                                          (103.3)              (105.8)               (56.6)
                                                              ------------------------------------------------------------------
                   Total incurred                                             2,967.5              2,236.1              1,943.8
                                                              ------------------------------------------------------------------

 Paid related to:
          Current year                                                        1,971.5              1,424.7              1,204.3
          Prior years                                                           743.6                592.9                525.3
                                                              ------------------------------------------------------------------
                   Total paid                                                 2,715.1              2,017.6              1,729.6
                                                              ------------------------------------------------------------------
 Net balance at December 31                                                   1,867.5              1,532.9              1,314.4
 Plus reinsurance recoverable on unpaid losses                                  279.1                267.7                296.1
                                                              ------------------------------------------------------------------
 Balance at December 31                                                      $2,146.6             $1,800.6             $1,610.5
                                                              ==================================================================
</TABLE>



The reconciliation above shows a $103.3 million redundancy, which emerged during
1997, in the 1997 liability and a $105.8 million redundancy in the 1996
liability, based on information known as of December 31, 1997 and December 31,
1996, respectively.

The anticipated effect of inflation is explicitly considered when estimating
liabilities for losses and LAE. While anticipated increases due to inflation are
considered in estimating the ultimate claim costs, the increase in average
severities of claims is caused by a number of factors that vary with the
individual type of policy written. Future average severities are projected based
on historical trends adjusted for anticipated changes in underwriting standards,
inflation, policy provisions and general economic trends. These anticipated
trends are monitored based on actual development and are modified if necessary.

The Company has not entered into any loss reserve transfers or similar
transactions having a material effect on earnings or reserves.

                                       8


<PAGE>   9


<TABLE>
<CAPTION>

ANALYSIS OF LOSS AND LOSS ADJUSTMENT EXPENSES DEVELOPMENT
(millions)
 YEAR ENDED                       1987    1988     1989    1990     1991   1992     1993     1994(3)  1995    1996      1997


<S>                             <C>     <C>      <C>     <C>      <C>    <C>    <C>      <C>      <C>      <C>      <C>     
 LIABILITY FOR UNPAID
 LOSSES AND LAE (1)             $471.0  $651.0   $748.6  $791.6   $861.5 $956.4 $1,012.4 $1,098.7 $1,314.4 $1,532.9 $1,867.5
 --------------


 PAID (CUMULATIVE) AS OF:
   One year later                195.0   283.1    293.1   322.4    353.4  366.8    417.0    525.3   593.0     743.6

   Two years later               294.9   393.7    446.8   490.8    518.8  520.0    589.8    706.4   838.9        --
                                                                                                                   
   Three years later             339.5   465.0    539.8   570.4    583.2  598.2    664.1    810.6      --        --
                                                                                                                   
   Four years later              369.9   514.0    588.2   600.0    617.6  632.8    709.9       --      --        --
                                                                                                                   
   Five years later              383.5   540.7    603.1   613.6    635.8  658.6       --       --      --        --
                                                                                                                   
   Six years later               389.1   545.1    608.1   624.7    651.2     --       --       --      --        --
                                                                                                                   
   Seven years later             381.9   545.5    614.7   631.1       --     --       --       --      --        --
                                                                                                                   
   Eight years later             384.2   549.0    619.2      --       --     --       --       --      --        --
                                                                                                         
   Nine years later              386.1   551.7       --      --       --     --       --       --      --        --
                                                                                                 
   Ten years later               388.4      --       --      --       --     --       --       --      --        --
                                 
 LIABILITY RE-ESTIMATED
 AS OF:
   One year later                446.6   610.3    685.4   748.8    810.0  857.9    869.9  1,042.1 1,208.6   1,429.6

   Two years later               422.2   573.4    677.9   726.5    771.9  765.5    837.8    991.7 1,149.5       --
                                                                                                                  
   Three years later             402.4   581.3    668.6   712.7    718.7  737.4    811.3    961.2     --        --
                                                                                                                  
   Four years later              403.9   575.1    667.1   683.7    700.1  725.2    794.6       --     --        --
                                                                                                                  
   Five years later              399.6   578.4    654.7   666.3    695.1  717.3       --       --     --        --
                                                                                                                  
   Six years later               400.2   582.2    647.1   664.8    692.6     --       --       --     --        --
                                                                                                                  
   Seven years later             408.5   574.3    645.7   664.5       --     --       --       --     --        --
                                                                                                                  
   Eight years later             408.1   574.4    645.4      --       --     --       --       --     --        --
                                                                                                        
   Nine years later              407.8   575.0       --      --       --     --       --       --     --        --

   Ten years later               408.5      --       --      --       --     --       --       --     --        --

 CUMULATIVE REDUNDANCY           $62.5   $76.0   $103.2  $127.1   $168.9 $239.1   $217.8   $137.5  $164.9   $103.3
 ---------------------
 PERCENTAGE (2)                   13.3    11.7     13.8    16.1     19.6   25.0     21.5     12.5    12.6      6.7
<FN>
(1) Represents loss and LAE reserves net of reinsurance recoverables on unpaid
    losses at the balance sheet date.

(2) Cumulative redundancy / liability for unpaid losses and LAE.

(3) In 1994, based on a review of its total loss reserves, the Company
    eliminated its $71.0 million "supplemental reserve."
</FN>

</TABLE>


The above table presents the development of balance sheet liabilities for 1987
through 1996. The top line of the table shows the estimated liability for unpaid
losses and LAE recorded at the balance sheet date for each of the indicated
years for the property-casualty insurance subsidiaries only. Similar reserves
for the life insurance subsidiary, which are immaterial, are excluded. This
liability represents the estimated amount of losses and LAE for claims arising
in all prior years that are unpaid at the balance sheet date, including losses
that had been incurred but not reported.

                                       9


<PAGE>   10


The upper section of the table shows the cumulative amount paid with respect to
the previously recorded liability as of the end of each succeeding year. The
lower portion of the table shows the re-estimated amount of the previously
recorded liability based on experience as of the end of each succeeding year.
The estimate is increased or decreased as more information about the claims
becomes known for individual years. For example, as of December 31, 1997 the
companies had paid $551.7 million of the currently estimated $575.0 million of
losses and LAE that had been incurred through the end of 1988; thus an estimated
$23.3 million of losses incurred through 1988 remain unpaid as of the current
financial statement date.

The "Cumulative Redundancy" represents the aggregate change in the estimates
over all prior years. For example, the 1987 liability has developed redundant by
$62.5 million over ten years. That amount has been reflected in income over the
ten years and did not have a significant effect on the income of any one year.
The effects on income during the past three years due to changes in estimates of
the liabilities for losses and LAE is shown in the reconciliation table on page
8 as the "prior years" contribution to incurred losses and LAE.

In evaluating this information, note that each cumulative redundancy amount
includes the effects of all changes in amounts during the current year for prior
periods. For example, the amount of the redundancy related to losses settled in
1990, but incurred in 1987, will be included in the cumulative deficiency or
redundancy amount for years 1987, 1988 and 1989. Conditions and trends that have
affected development of the liability in the past may not necessarily occur in
the future. Accordingly, it generally is not appropriate to extrapolate future
redundancies or deficiencies based on this table.

The Analysis of Loss and Loss Adjustment Expenses Development table on page 9 is
constructed from Schedule P, Part-1, from the 1991 through 1997 Consolidated
Annual Statements, as filed with the state insurance departments, and Schedules
O and P filed for years prior to 1991. This development table differs from the
development displayed in Schedule P, Part-2 due to the fact Schedule P, Part-2
excludes unallocated loss adjustment expenses and reflects the change in the
method of accounting for salvage and subrogation for 1994 and prior.

              (d) Financial Information about Foreign and Domestic Operations

The Company operates throughout the United States and in Canada. The amount of
Canadian revenues and assets are approximately 2% of the Company's consolidated
revenues and assets. The amount of operating income (loss) generated by its
Canadian operations is immaterial with respect to the Company's consolidated
operating income.

                                       10


<PAGE>   11



I
TEM 2.  PROPERTIES

The Company's 517,800 square foot corporate office complex is located on a
42-acre parcel in Mayfield Village, Ohio, owned by a subsidiary. The Company's
central data processing facility occupies a building containing approximately
107,000 square feet of office space, on this same parcel.

The Company also owns six other buildings in suburbs adjoining the corporate
office complex, two buildings in Tampa, Florida, a building in Tempe, Arizona
and a building in Tigard, Oregon. In total, these buildings contained
approximately 782,900 square feet of office, warehouse and training facility
space and are owned by subsidiaries of the Company. These locations are occupied
by the Company's business units or other operations.

In December 1997, the Company purchased approximately 72 acres in Tampa, Florida
to construct a three-building regional call center. It is estimated that, when
completed, this facility will consist of approximately 307,000 square feet of
space. The cost of the project is currently estimated at $42.0 million and $8.3
million has been paid as of December 31, 1997. The project is scheduled to be
completed by the end of 1998. In addition, in November 1997, the Company
purchased 91 acres in Mayfield Village, Ohio to construct an office complex,
near the site of its current corporate headquarters. This office complex is part
of a five-year cooperative effort with Mayfield Village to develop over 300
acres -- Progressive would serve as the anchor corporate user with additional
business users and recreational facilities on the site. The Company plans to
construct three buildings containing a total of approximately 485,000 square
feet in 1998 and could build up to three additional buildings, containing about
500,000 additional square feet in total, in the future. The first phase of this
project is estimated to cost $63.5 million. As of December 31, 1997, $5.3
million has been paid. The construction projects will be funded through
operating cash flows or the issuance of new debt securities.

The Company leases approximately 283,000 square feet of office and warehouse
space at various locations throughout the United States for its other business
units and staff functions. In addition, the Company leases approximately 400
claim offices, or 1,665,000 square feet, at various locations throughout the
United States. Two offices are leased in Canada. These leases are generally
short-term to medium-term leases of standard commercial office space.

As the Company continues to grow, it expects the need for additional space and
is actively engaged in seeking out additional locations to meet its current and
anticipated needs.


ITEM 3.  LEGAL PROCEEDINGS

Incorporated by reference from Note 11, LITIGATION, on page 48 of the Company's
Annual Report.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


EXECUTIVE OFFICERS OF THE REGISTRANT

Incorporated by reference from information with respect to executive officers of
The Progressive Corporation and its subsidiaries set forth in Item 10 of this
Annual Report on Form 10-K.

                                       11


<PAGE>   12



                                     PART II
                                     -------


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY
         AND RELATED STOCKHOLDER MATTERS

         (a)      Market Information

The Company's Common Shares are traded on the New York Stock Exchange under the
symbol PGR. The high and low prices set forth below are as reported on the
consolidated transaction reporting system.


<TABLE>
<CAPTION>

                                                                                                                Dividends
 Year               Quarter                      High                    Low                 Close              Per Share
 -------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                  <C>                    <C>                   <C>                        <C>  
 1997                  1                    $  73 5/8              $  63 7/8             $  63 7/8                  $.060
                       2                       87 3/8                 61 1/2                    87                   .060
                       3                      111 7/8                 86 1/2               107 1/8                   .060
                       4                      120 7/8                     99               119 7/8                   .060
                               -------------------------------------------------------------------------------------------
                                             $120 7/8              $  61 1/2              $119 7/8                  $.240
                               ===========================================================================================


 1996                  1                      $51 1/4                $43 1/2               $44 5/8                  $.055
                       2                       48 7/8                 40 3/8                46 1/4                   .055
                       3                       58 1/2                 43 1/8                57 1/4                   .060
                       4                       72 1/4                 55 3/8                67 3/8                   .060
                               -------------------------------------------------------------------------------------------
                                              $72 1/4                $40 3/8               $67 3/8                  $.230
                               ===========================================================================================
</TABLE>



The closing price of the Company's Common Shares on February 27, 1998 was 
$115 7/8.

         (b)      Holders

There were 4,074 shareholders of record on February 27, 1998.

         (c)      Dividends

Statutory policyholders' surplus was $1,725.3 million and $1,292.4 million at
December 31, 1997 and 1996, respectively. Generally, under state insurance laws,
the net admitted assets of insurance subsidiaries available for transfer to a
corporate parent are limited to those net admitted assets, as determined in
accordance with SAP, which exceed minimum statutory capital requirements. At
December 31, 1997, $234.3 million of consolidated statutory policyholders'
surplus represents net admitted assets of the insurance subsidiaries that are
required to meet minimum statutory surplus requirements in the subsidiaries'
states of domicile. Furthermore, state insurance laws limit the amount that can
be paid as a dividend or other distribution in any given year without prior
regulatory approval and adequate policyholders' surplus must be maintained to
support premiums written. Based on the dividend laws currently in effect, the
insurance subsidiaries may pay aggregate dividends of $191.9 million in 1998 out
of statutory policyholders' surplus, without prior approval by regulatory
authorities.

                                       12


<PAGE>   13



ITEM 6.  SELECTED FINANCIAL DATA


<TABLE>
<CAPTION>

(millions - except per share  amounts)

                                                                         For the years ended December 31,
                                              1997              1996               1995                1994                1993
                              --------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>                <C>                 <C>                 <C>     
 Total revenues                           $4,608.2          $3,478.4           $3,011.9            $2,415.3            $1,954.8
 Operating income                            336.0             309.1              220.1               212.7               197.3
 Net income(1)                               400.0             313.7              250.5               274.3               267.3
 Per share:
     Operating income(2)                      4.46              4.12               2.85                2.76                2.62
     Net income(1,2)                          5.31              4.14               3.26                3.59                3.59
     Dividends                                .240              .230               .220                .210                .200
 Total assets                              7,559.6           6,183.9            5,352.5             4,675.1             4,011.3
 Debt outstanding                            775.9             775.7              675.9               675.6               477.1

<FN>
(1) During 1994, based on a review of the adequacy of its total loss reserves,
the Company eliminated its $71.0 million "supplemental reserve" ($46.2 million
after tax), resulting in a one-time increase in earnings of $.62 per share.

(2) Presented on a diluted basis. In 1997, the Company adopted Statement of
Financial Accounting Standards (SFAS) 128 "Earnings Per Share," and, as a
result, restated prior periods per share amounts, if applicable.
</FN>

</TABLE>


                                       13


<PAGE>   14


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION The Progressive Corporation is a holding company and does
not have any revenue producing operations of its own. It receives cash through
borrowings, equity sales, subsidiary dividends and other transactions, and may
use the proceeds to contribute to the capital of its insurance subsidiaries in
order to support premium growth, to repurchase its Common Shares and other
outstanding securities, to retire its outstanding indebtedness, and for other
business purposes. During 1997, the Company repurchased 30,193 of its Common
Shares at a total cost of $2.9 million in connection with obligations under
various employee benefit plans.

During the three-year period ended December 31, 1997, the Company repurchased
1.0 million of its Common Shares at a total cost of $44.8 million (average
$43.37 per share), .3 million of its 9 3/8% Serial Preferred Shares, Series A,
at a total cost of $8.3 million (average $25.62 per share) and redeemed its
remaining Preferred Shares at a total cost of $82.1 million ($25.00 per share).
The Company also sold $100.0 million of Notes. During the same period, The
Progressive Corporation received $50.8 million from its subsidiaries, net of
capital contributions made to these subsidiaries. The regulatory restrictions on
subsidiary dividends are described in Item 5(c) on page 12 herein.

The Company has substantial capital resources and is unaware of any trends,
events or circumstances that are reasonably likely to affect its capital
resources in a material way. The Company also has available a $10.0 million
revolving credit agreement. With its 27% debt to capital ratio, management
believes the Company has sufficient borrowing capacity and other capital
resources to support current and anticipated growth.

The Company's insurance operations create liquidity by collecting and investing
premiums from new and renewal business in advance of paying claims. For the
three years ended December 31, 1997, operations generated a positive cash flow
of $1,917.5 million, and cash flow is expected to be positive in both the
short-term and reasonably foreseeable future. The Company's substantial
investment portfolio is highly liquid, consisting almost entirely of readily
marketable securities.

In March 1997, the Company acquired Midland Financial Group, Inc. by purchasing
all of Midland's outstanding stock for about $50 million in cash. Midland
underwrites and markets nonstandard private passenger automobile insurance
through approximately 3,700 independent agents across 11 states, primarily in
the southern and western United States. During 1997, Midland wrote $66.1 million
of net premiums written.

Total capital expenditures for the three years ended December 31, 1997,
aggregated $196.0 million. During 1997, the Company made substantial investments
in property and equipment to support its infrastructure. In December 1997, the
Company purchased approximately 72 acres in Tampa, Florida to construct a
three-building regional call center. It is estimated that, when completed, this
facility will consist of approximately 307,000 square feet of space. The cost of
the project is currently estimated at $42.0 million and $8.3 million has been
paid as of December 31, 1997. The project is scheduled to be completed by the
end of 1998. In addition, in November 1997, the Company purchased 91 acres in
Mayfield Village, Ohio to construct an office complex, near the site of its
current corporate headquarters. This office complex is part of a five-year
cooperative effort with Mayfield Village to develop over 300 acres --
Progressive would serve as the anchor corporate user with additional business
users and recreational facilities on the site. The Company plans to construct
three buildings containing a total of approximately 485,000 square feet, in
1998, and could build up to three additional buildings, containing about 500,000
additional square feet in total, in the future. The first phase of this project
is estimated to cost $63.5 million. As of December 31, 1997, $5.3 million has
been paid. The construction projects will be funded through operating cash flows
or the issuance of new debt securities.

In July 1995, the Company began converting its computer systems to be year 2000
compliant (e.g. to recognize the difference between '99 and '00 as one year
instead of negative 99 years). The Company has evaluated internal production
systems, hardware and software products, facilities implications, and
interactions with business partners in relation to year 2000 issues. As of
December 31, 1997, the Company has completed approximately 70% of its efforts to
bring the production systems in compliance, with substantially all production
systems expected to be compliant by the end of 1998. The total cost to modify
these existing production systems, which include both internal and external
costs of programming, coding and testing, is estimated to be $6.4 million, of
which $3.1 million has been expensed as of December 31,

                                       14

<PAGE>   15

1997. The Company is also in the process of replacing some of its systems during
1998 with new systems which, in addition to being year 2000 compliant, will add
increased functionality to the Company. The total cost of these systems, which
include both internal and external costs, is estimated to be $4.8 million, and
the projects are expected to be substantially complete by the end of 1998. As of
December 31, 1997, $2.4 million has been expensed for these systems. All costs
are being funded through operating cash flow. The Company continually evaluates
computer hardware and software upgrades and, therefore, many of the costs to
replace existing items with year 2000 compliant upgrades are not likely to be
incremental costs to the Company. It is estimated that the majority of these
upgrades will be completed in 1998. During 1998, the Company will continue to
contact its business partners (e.g. agents, banks, credit bureaus, motor vehicle
departments, rating agencies, etc.) to determine their status of compliance and
to assess the impact of noncompliance to the Company. The Company believes that
it is taking the necessary measures to mitigate issues that may arise relating
to the year 2000. During 1998, the Company will develop contingency plans
relating to year 2000 compliance issues, either internal or external, that
cannot be guaranteed to be timely completed. To the extent any additional issues
arise, the Company will evaluate the impact on its financial condition, cash
flows and results of operations and, if material, make the necessary
disclosures.


INVESTMENTS The Company invests in fixed-maturity, equity and short-term
securities. The Company's investment strategy recognizes its need to maintain
capital adequate to support its insurance operations. The Company evaluates the
risk/reward trade-offs of investment opportunities, measuring their effects on
stability, diversity, overall quality and liquidity of the investment portfolio.

The majority of the portfolio is invested in high-grade, fixed-maturity
securities, of which short- and intermediate-term securities represented
$4,024.9 million, or 76.4%, at the end of 1997, compared to $3,275.6 million, or
73.6%, at the end of 1996. Long-term investment-grade securities, including
greater than 10-year expected principal paydowns, were $143.4 million, or 2.7%,
at the end of 1997, compared to $187.5 million, or 4.2%, at the end of 1996.
Non-investment- grade fixed-maturity securities were $132.5 million, or 2.5%, at
the end of 1997, compared $105.8 million, or 2.4%, at the end of 1996, and offer
the Company higher returns and added diversification without a significant
adverse effect on the stability and quality of the investment portfolio as a
whole. Non-investment-grade securities may involve greater risks often related
to creditworthiness, solvency and relative liquidity of the secondary trading
market. The duration of the fixed-income portfolio was 3.3 years at December 31,
1997, compared to 3.2 years at December 31, 1996.

A portion of the investment portfolio was invested in marketable equity
securities. Common stocks represented $620.8 million, or 11.8% of the portfolio,
at the end of 1997, compared to $540.1 million, or 12.1%, a year earlier.
Foreign equities, which may include stock index futures and foreign currency
forwards, comprised $106.0 million of the common stock portfolio at the end of
1997, and $149.5 million at the end of 1996. As of December 31, 1997, the
Company's Japanese equity holdings represented 1.5% of the common stock
portfolio. The remainder of the equity portfolio of $348.8 million, or 6.6%, at
the end of 1997, compared to $341.6 million, or 7.7%, at the end of 1996, was
comprised of over 80% of fixed-rate preferred stocks with mechanisms that are
expected to provide an opportunity to liquidate at par.

As of December 31, 1997, the Company's portfolio had $188.4 million in
unrealized gains, compared to $114.1 million a year earlier. This increase in
value was the result of increased stock prices as the S&P 500 index rose from
740.7 to 970.4 and decreased interest rate levels as evidenced by the .3%
decrease in the 3-year treasury note.

The weighted average fully taxable equivalent book yield of the portfolio was
6.6%, 6.7% and 6.9% for the years ended December 31, 1997, 1996 and 1995,
respectively.

                                       15


<PAGE>   16



<TABLE>
<CAPTION>

The quality distribution of the fixed-income portfolio is as follows:

                                                Percentage at          Percentage at
                          Rating              December 31, 1997       December 31,1996
                 --------------------------  ---------------------  ---------------------
                      <S>                            <C>                     <C>  
                            AAA                      67.5%                  62.8%
                            AA                       13.0                   16.2
                             A                       12.9                   14.0
                            BBB                       3.4                    4.2
                      Non Rated/Other                 3.2                    2.8
                                             ---------------------  ---------------------
                                                    100.0%                 100.0%
                                             =====================  =====================
</TABLE>



As of December 31, 1997, the Company held $1,520.0 million of asset-backed
securities, which represented 28.8% of the total investment portfolio. The
portfolio included collateralized mortgage obligations (CMO) and commercial
mortgage-backed obligations (CMB) totaling $283.2 million and $776.7 million,
respectively. The remainder of the asset-backed portfolio was invested primarily
in auto loan and other asset-backed securities. As of December 31, 1997, the CMO
portfolio included busted planned amortization class bonds and sequential bonds
representing 94.1% of the CMO portfolio ($266.4 million) with an average life of
3.0 years, and planned amortization class bonds representing 5.9% of the CMO
portfolio ($16.8 million) with an average life of .5 years.

At December 31, 1997, the CMO portfolio had a weighted average Moody's or
Standard & Poor's rating of AAA and the CMB portfolio had an average life of 7.4
years and a weighted average Moody's or Standard & Poor's rating of AA. At
December 31, 1997, the CMO and CMB portfolios had unrealized gains of $1.6
million and $14.0 million, respectively. The single largest unrealized loss in
any individual CMO security was $.2 million and in any CMB security was $1.1
million, at December 31, 1997. The CMB portfolio includes $149.6 million of CMB
interest-only certificates, which had an average life of 6.9 years and a
weighted average Moody's or Standard & Poor's rating of AAA at December 31,
1997. Both the CMO and CMB portfolios are highly liquid with readily available
quotes and contain no residual interests. During 1997, the Company sold $178.4
million (proceeds of $200.8 million) of non-investment-grade CMB securities to a
third-party purchaser. The purchaser subsequently transferred the securities to
a trust as collateral in a resecuritized debt offering. The transaction was
accounted for as a sale under SFAS 125, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities," resulting in a net gain
of $22.4 million. A bankruptcy remote subsidiary of the Company acquired $22.8
million (market value of $25.9 million) of the resecuritized debt. This portion
of the transaction was not accounted for as a sale in accordance with SFAS 125.

Investments in the Company's portfolio have varying degrees of risk. The primary
market risk exposure to the fixed-income portfolio is interest rate risk, which
is limited by managing duration to a defined range of 1.8 to 5 years. The
distribution of maturities and convexity are monitored on a regular basis.
Common stocks and similar investments, which generally have greater risk and
volatility of market value, are limited to a target of 15%, with a range of 0 to
25%. Market values, along with industry and sector concentrations of common
stocks and similar investments, are monitored daily. Exposure to foreign
currency exchange risk is limited by Company restrictions and is monitored
regularly. Exposures are evaluated individually and as a whole, considering the
effects of cross correlation. For the quantitative market risk disclosures, see
page 54 of the Company's 1997 Annual Report. The Company regularly examines its
portfolio for evidence of impairment. In such cases, changes in market value are
evaluated to determine the extent to which such changes are attributable to: (i)
interest rates, (ii) market-related factors other than interest rates and (iii)
financial conditions, business prospects and other fundamental factors specific
to the issuer. Declines attributable to issuer fundamentals are reviewed in
further detail. Available evidence is considered to estimate the realizable
value of the investment. When a security in the Company's investment portfolio
has a decline in market value which is other than temporary, the Company is
required by generally accepted accounting principles (GAAP) to reduce the
carrying value of such security to its net realizable value.

Derivative instruments are primarily used to manage the risks and enhance the
returns of the available-for-sale portfolio. This is accomplished by modifying
the basis, duration, interest rate or foreign currency characteristics of the
portfolio or

                                       16

<PAGE>   17

hedged securities. Derivative instruments may also be used for trading purposes.
During 1997, net activity in the trading portfolio was not material to the
Company's financial position, cash flows and results of operations. Net cash
requirements of derivative instruments are limited to changes in market values
which may vary based upon changes in interest rates and other factors. Exposure
to credit risk is limited to the carrying value; collateral is not required to
support the credit risk. The Company has stringent restrictions on the amount of
open positions in the trading portfolios, limiting exposure to levels management
deems acceptable. At December 31, 1997, trading positions had a net market value
of $1.1 million; at December 31, 1996, there were no trading positions.


RESULTS OF OPERATIONS Operating income, which excludes net realized gains and
losses from security sales and one-time items, was $336.0 million, or $4.46 per
share, in 1997, $309.1 million, or $4.12 per share, in 1996 and $220.1 million,
or $2.85 per share, in 1995. The GAAP combined ratio was 93.4 in 1997, 91.5 in
1996 and 94.3 in 1995.

Direct premiums written increased 33% to $4,825.2 million in 1997, compared to
$3,638.4 million in 1996 and $3,068.9 million in 1995. Net premiums written
increased 36% to $4,665.1 million in 1997, compared to $3,441.7 million in 1996
and $2,912.8 million in 1995. The difference between direct and net premiums
written is largely attributable to premiums written under state-mandated
involuntary Commercial Auto Insurance Procedures (CAIP), for which the Company
retains no indemnity risk, of $78.4 million in 1997, $99.5 million in 1996 and
$105.4 million in 1995. The Company provided policy and claim processing
services to 27 state CAIPs in 1997 and 1996, compared to 28 in 1995. Premiums
earned, which are a function of the amount of premiums written in the current
and prior periods, increased 31% in 1997, compared to 17% in 1996 and 24% in
1995.

In the Company's core business units, which write insurance for private
passenger automobiles, recreational vehicles and small fleets of commercial
vehicles, net premiums written grew 33%, 19% and 21% in 1997, 1996 and 1995,
respectively, reflecting an increase in unit sales driven by the Company's
competitive rates. The Company decreased rates an average of .9% in 1997,
compared to rate increases of 2.5% and 6.5% in 1996 and 1995, respectively. The
Company continues to write, through multiple distribution methods, standard and
preferred risks, which represented between 20% and 25% of total 1997 core
business volume. In 1997, the Company used rating criteria based partially upon
consumer financial responsibility. This approach has been approved by numerous
regulators and is in use in the 31 states that represent 80% of the core
business units' volume; the Company expects to complete rollout of this approach
into the remaining states where it can be offered in 1998. The Company believes
that its use of financial responsibility in auto insurance rating produces a
more accurate distribution of losses among consumers and, therefore, produces
more accurate pricing resulting in lower rates for most consumers. In addition,
in order to encourage writing more standard and preferred risks and to improve
customer retention, the Company in 1996 adjusted its contingent cash incentive
compensation program for employees to reflect the increase in value created by
adding new customers. The Company believes that growing the numbers of
policyholders, particularly standard and preferred risks with their higher
retention rates, builds intrinsic value because renewals are more profitable
than first year business. The drive to add customers faster resulted in more
spending to promote the Progressive brand and to hire and develop more claim
adjusters and customer service representatives, and the Company expects this to
continue at least in the near term. These costs, along with lower margins on
first year business, are likely to bring profit margins more in line with the
Company's objective of achieving a 4% underwriting profit margin over the entire
retention period of an insured. In 1997, the core business units generated an
underwriting profit margin of 7%, compared to 8% in 1996 and 5% in 1995.

Claim costs, the Company's most significant expense, represent actual payments
made and changes in estimated future payments to be made to or on behalf of its
policyholders, including expenses required to settle claims and losses. These
costs include a loss estimate for future assignments and assessments, based on
current business, under state-mandated involuntary automobile programs. Claims
costs are influenced by inflation and loss severity and frequency, the impact of
which is mitigated by adequate pricing. Increases in the rate of inflation
increase loss payments, which are made after premiums are established.
Accordingly, anticipated rates of inflation are taken into account when the
Company establishes premium rates and loss reserves. Claim costs, expressed as a
percentage of premiums earned, were 71% in 1997, compared to 70% in 1996 and 71%
in 1995.

The Company writes directors and officers and other professional liability
coverage for community banks and credit unions and, therefore, could potentially
be exposed to liability for errors made by these institutions relating to the
year 2000 conversion. To minimize its risk, in October 1997, the Company began
including year

                                       17

<PAGE>   18

2000 exclusions in all new and renewal policies for commercial banks
(representing approximately 70% of all policies written since that date) which
have multi-year terms that extend beyond December 31, 1999. The Company is not
currently aware of any other company in the industry that is including such
exclusion provisions or increasing their premiums to cover potential exposure on
year 2000 compliance issues. As a regulated industry, financial institutions are
under pressure from government regulatory agencies and other interested parties
to ensure they achieve readiness for the year 2000. The Company is monitoring
its customers' compliance efforts and believes that substantially all such
customers are pursuing plans to achieve year 2000 compliance. It is currently
unknown whether the financial institutions will be able to completely avoid
errors relating to year 2000 compliance and the Company is unable to predict to
what extent such financial institutions will incur losses as a result of
noncompliance and whether their directors and officers will be subject to
individual liability for such noncompliance. At December 31, 1997, approximately
200 professional liability policies, or about 17% of all policies, do not
contain year 2000 exclusion provisions and extend into the year 2000. In the
event of a claim, applicable factual and coverage issues would have to be
resolved. Based on information currently available and management's best
estimate, the Company does not believe that it will incur any costs that will
have a material impact on the Company's financial condition, cash flows or
results of operations.

Because the Company is primarily an insurer of motor vehicles, it has limited
exposure for environmental, product and general liability claims. The Company
has established reserves for these exposures, in amounts which it believes to be
adequate based on information currently known by it. Management does not believe
that these claims will have a material impact on the Company's liquidity,
financial condition, cash flows or results of operations.

Policy acquisition and other underwriting expenses as a percentage of premiums
earned were 23% in 1997, compared to 22% in 1996 and 23% in 1995. In 1997, the
Company incurred additional expenses to support its infrastructure and to hire
and train people in anticipation of growth. The Company also introduced its
advertising campaign to 13 states during 1997, bringing the total number of
states where the Company advertises to 19 (40 markets).

Recurring investment income (interest and dividends) increased 22% to $274.9
million in 1997, compared to $225.8 million in 1996 and $199.1 million in 1995,
primarily due to an increase in the size of the investment portfolio. Net
realized gains on security sales were $98.5 million in 1997, $7.1 million in
1996 and $46.7 million in 1995. Investment expenses were $9.9 million in 1997,
compared to $6.1 million in 1996 and $8.1 million in 1995; in 1997, the Company
purchased a new portfolio management system and incurred expenses related to the
sale of the commercial mortgage-backed securities.



Safe Harbor statement under the Private Securities Litigation Reform Act of
1995: Except for historical information, the matters discussed in this annual
report on Form 10-K are forward-looking statements that are subject to certain
risks and uncertainties that could cause the actual results to differ materially
from those projected, including acceptance of the products, pricing competition,
market conditions and other risks detailed from time to time in the Company's
SEC reports. The Company assumes no obligation to update the information in this
annual report.

                                       18


<PAGE>   19


I
TEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements of the Company, along with the related
notes, supplementary data and report of independent accountants, are
incorporated by reference from the Company's 1997 Annual Report, pages 35
through 48 and pages 53 through 59.

The following note is hereby added to Item 8 of the Company's 1997 Annual Report
on Form 10-K, supplementing the Notes to the Consolidated Financial Statements
which are incorporated by reference therein:

Note 1.   Reporting and Accounting Policies
- -------   ---------------------------------

NEW ACCOUNTING STANDARDS - In March 1998, the American Institute of Certified
Public Accountants issued Statement of Position (SOP) 98-1, "Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use," which is
effective for fiscal years beginning after December 15, 1998, with early
adoption permitted. SOP 98-1 provides guidance on accounting for the costs of
computer software developed or obtained for internal use, identifying when such
costs should be capitalized rather than expensed as incurred. The Company
currently expenses all computer software costs. The Company is planning to early
adopt SOP 98-1 in the first quarter 1998 and is currently quantifying the impact
to its financial condition and results of operations.



ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

None.

                                       19



<PAGE>   20



                                    PART III
                                    --------


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

A description of all of the directors, three of whom have been nominated for
election as directors at the 1998 Annual Meeting of Shareholders of the
Registrant, is incorporated herein by reference from the section entitled
"Election of Directors" in the Proxy Statement, pages 2 through 4.

A description of the executive officers of the Registrant and its subsidiaries
follows. These descriptions reflect the Company's termination of its officership
program and consequent elimination of many officer positions, effective December
31, 1993. Unless otherwise indicated, the executive officer has held the
position(s) indicated for at least the last five years.

                                                    Offices Held and
    Name                            Age     Last Five Years' Business Experience
    ----                            ---     ------------------------------------
Peter B. Lewis                      64     Chairman since April 1993;
                                           President, Chief Executive Officer
                                           and a director of the Registrant and
                                           Progressive Casualty Insurance
                                           Company ("Progressive Casualty"),
                                           the principal subsidiary of the
                                           Registrant.

Alan R. Bauer                       45     International/Internet Officer since
                                           December 1996; Independent Agent
                                           Marketing Process Leader from March
                                           1996 to December 1996; West Division
                                           President prior to March 1996.

Charles B. Chokel                   44     Treasurer and Chief Financial Officer
                                           of the Registrant since December 
                                           1994; Chief Financial Officer prior
                                           to December 1994; Senior Vice 
                                           President - Finance of Progressive 
                                           Casualty prior to December 1993.

Allan W. Ditchfield                 60     Chief Information Officer of the
                                           Registrant; Senior Vice President -
                                           Information Services of Progressive
                                           Casualty prior to December 1993.

W. Thomas Forrester II              49     Ownership Process Leader of the
                                           Registrant since March 1996; Central
                                           States Division President from
                                           January 1995 to March 1996;
                                           Diversified Division President in
                                           1994; CAIP/Transportation Division
                                           President in 1993.

William H. Graves                   41     Claims Process Leader of the
                                           Registrant since March 1996; South
                                           Central Division President prior to
                                           March 1996.

Moira A. Lardakis                   46     Community Manager Support Process
                                           Leader since January 1998; General
                                           Manager of Ohio Business Unit from
                                           March 1996 to December 1997; Ohio
                                           Division President prior to March
                                           1996.

Daniel R. Lewis                     51     Independent Agent Marketing Process
                                           Leader of the Registrant since
                                           December 1996; General Manager of
                                           South Florida Community from
                                           November 1994 to December 1996;
                                           Treasurer of the Registrant and
                                           Central Division President prior to
                                           December 1994.

Robert J. McMillan                  46     Consumer Marketing Process Leader of
                                           the Registrant since January 1998; 
                                           Product Process Leader from March
                                           1996 to December 1997; Florida
                                           Division President prior to March
                                           1996.

Glenn M. Renwick                    42     Technology Process Leader of the
                                           Registrant since January 1998; 
                                           Consumer Marketing Process Leader
                                           from March 1996 to December 1997;
                                           Director of Consumer Marketing prior
                                           to March 1996.


                                       20

<PAGE>   21

David M. Schneider                  60     Chief Legal Officer and Secretary of
                                           the Registrant; Senior Vice
                                           President of Progressive Casualty
                                           prior to December 1993.

Tiona M. Thompson                   47     Chief Human Resources Officer of the
                                           Registrant since December 1993; Vice
                                           President - Human Resources of
                                           Progressive Casualty prior to
                                           December 1993.

Robert T. Williams                  41     Product Process Leader of the
                                           Registrant since January 1998;
                                           General Manager of New York Business
                                           Unit from March 1996 to December
                                           1997; New York Division President
                                           from December 1994 to March 1996;
                                           Manager of Special Lines prior to
                                           March 1997.

Section 16(a) Beneficial Ownership Reporting Compliance. Due to a typographical
error in Milton N. Allen's April 1997 Form 4, a sale of 155 shares by Mr. Allen,
as trustee of a charitable remainder trust, was incorrectly reported as being
the sale of 115 shares. An amended Form 4 was filed as soon as this error was
discovered. The November 1, 1996 sale of 200 shares by a trust of which Daniel
R. Lewis' wife is the beneficiary was reported in a Form 4 filed in February
1998. A Form 4 reporting the January 31, 1997 sale of 10,000 shares by Peter B.
Lewis, as trustee of the D. R. Lewis Flint Trust, was filed 17 days late.


ITEM 11. EXECUTIVE COMPENSATION

Incorporated by reference from the section of the Proxy Statement entitled
"Executive Compensation," pages 9 through 21.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

Incorporated by reference from the section of the Proxy Statement entitled
"Security Ownership of Certain Beneficial Owners and Management," pages 6
through 8.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated by reference from the section of the Proxy statement entitled
"Election of Directors - Certain Relationships and Related Transactions," pages
4 and 5.

                                       21



<PAGE>   22



                                     PART IV
                                     -------


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
         FORM 8-K.

         (a)(1)   Listing of Financial Statements

                  The following consolidated financial statements of the
                  Registrant and its subsidiaries, included in the Registrant's
                  Annual Report, are incorporated by reference in Item 8:

                           Report of Independent Accountants

                           Consolidated Statements of Income -
                           December 31, 1997, 1996 and 1995

                           Consolidated Balance Sheets - December 31, 1997
                           and 1996

                           Consolidated Statements of Changes in Shareholders'
                           Equity - December 31, 1997, 1996 and 1995

                           Consolidated Statements of Cash Flows -
                           December 31, 1997, 1996 and 1995


                           Notes to Consolidated Financial Statements

                           Supplemental Information*

                  *Not covered by Report of Independent Accountants.

         (a)(2)   Listing of Financial Statement Schedules

                  The following financial statement schedules of the Registrant
                  and its subsidiaries, Report of Independent Accountants and
                  Consent of Independent Accountants are included in Item 14(d):

                           Schedules
                           ---------

 
                          Report of Independent Accountants

                           Consent of Independent Accountants

                           Schedule I - Summary of Investments -
                           Other than Investments in Related Parties

                           Schedule II - Condensed Financial
                           Information of Registrant

                           Schedule III - Supplementary Insurance
                           Information

                                       22


<PAGE>   23


                           Schedule IV - Reinsurance

                           Schedule VI - Supplemental Information Concerning
                           Property-Casualty Insurance Operations

                           No other schedules are required to be filed herewith
                           pursuant to Article 7 of Regulation S-X.

         (a)(3)   Listing of Exhibits

                  See exhibit index contained herein at pages 38 through 42.
                  Management contracts and compensatory plans and arrangements
                  are identified in the Exhibit Index as Exhibit Nos. (10)(B)
                  through (10)(O).

         (b)      Reports on Form 8-K

                  None.

         (c)      Exhibits

                  The exhibits in response to this portion of Item 14 are
                  submitted concurrently with this report.

         (d)      Financial Statement Schedules

                  The response to this portion of Item 14 is located at pages 29
                  through 37.

                                       23


<PAGE>   24



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                     THE PROGRESSIVE CORPORATION


March 27, 1998                       BY: /s/ Peter B. Lewis
                                         ------------------

                                         Peter B. Lewis
                                         Chairman, President and Chief
                                         Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant in
the capacities and on the dates indicated.


/s/ Peter B. Lewis        Chairman, President, Chief Executive    March 27, 1998
- ---------------------
Peter B. Lewis            Officer and a Director


/s/ Charles B. Chokel     Treasurer and Chief Financial Officer   March 27, 1998
- ---------------------
Charles B. Chokel


/s/ Jeffrey W. Basch      Chief Accounting Officer                March 27, 1998
- ---------------------
Jeffrey W. Basch


      *                   Director                                March 27, 1998
- ---------------------
Milton N. Allen


      *                   Director                                March 27, 1998
- ---------------------
B. Charles Ames


      *                   Director                                March 27, 1998
- ---------------------
Charles A. Davis


      *                   Director                                March 27, 1998
- ---------------------
Stephen R. Hardis


      *                   Director                                March 27, 1998
- ---------------------
Janet Hill


      *                   Director                                March 27, 1998
- ---------------------
Norman S. Matthews

                                       24


<PAGE>   25

       *                  Director                                March 27, 1998
- ---------------------
Donald B. Shackelford


       *                  Director                                March 27, 1998
- ---------------------
Paul B. Sigler




*    DAVID M. SCHNEIDER, by signing his name hereto, does sign this document on
     behalf of the persons indicated above pursuant to a power of attorney duly
     executed by such persons.





By /s/ David M. Schneider                                         March 27, 1998
   ----------------------
   David M. Schneider
   Attorney-in-fact

                                       25


<PAGE>   26


                           ANNUAL REPORT ON FORM 10-K


                                   ITEM 14(d)

                          FINANCIAL STATEMENT SCHEDULES

                          YEAR ENDED DECEMBER 31, 1997

                           THE PROGRESSIVE CORPORATION

                             MAYFIELD VILLAGE, OHIO





                                       26

<PAGE>   27


                        REPORT OF INDEPENDENT ACCOUNTANTS





To the Board of Directors and Shareholders,
The Progressive Corporation:


Our report on the consolidated financial statements of The Progressive
Corporation and subsidiaries has been incorporated by reference in this Form
10-K from page 35 of the 1997 Annual Report to Shareholders of The Progressive
Corporation. In connection with our audits of such financial statements, we have
also audited the related financial statement schedules listed in the index on
pages 22 and 23 of this Form 10-K.

In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.




     
                                                       COOPERS & LYBRAND L.L.P.





Cleveland, Ohio
January 27, 1998


                                       27


<PAGE>   28







                       CONSENT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Shareholders,
The Progressive Corporation:

We consent to the incorporation by reference in the Registration Statement of   
The Progressive Corporation on Form S-8 (File No. 333-25197) filed April 15,
1997, the Registration Statement on Form S-8 (File No. 33-57121) filed December
29, 1994, the Registration Statement on Form S-8 (File No. 33-64210) filed June
10, 1993, the Registration Statement on Form S-8 (File No. 33-51034) filed
August 20, 1992, the Registration Statement on Form S-8 (File No. 33-46944)
filed April 3, 1992, the Registration Statement on Form S-8 (File No. 33-38793)
filed February 4, 1991, the Registration Statement on Form S-8 (File No.
33-38107) filed December 6, 1990, the Registration Statement on Form S-8 (File
No. 33-37707) filed November 9, 1990, the Registration Statement on Form S-8
(File No. 33-33240) filed January 31, 1990, and the Registration Statement on
Form S-8 (File No. 33-16509) filed August 14, 1987, of our reports dated
January 27, 1998, on our audits of the consolidated financial statements and
financial statement schedules of The Progressive Corporation and subsidiaries
as of December 31, 1997 and 1996, and for each of the three years in the period
ended December 31, 1997, which reports are included in this Annual Report on
Form 10-K.






                                                       COOPERS & LYBRAND L.L.P.




Cleveland, Ohio
March 27, 1998

                                       28


<PAGE>   29


SCHEDULE I -- SUMMARY OF INVESTMENTS -- OTHER
THAN INVESTMENTS IN RELATED PARTIES


<TABLE>
<CAPTION>

THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
- --------------------------------------------
(millions)

                                                                             December 31, 1997
                                                   -----------------------------------------------------------------
                                                                                              Amount At Which Shown
                                                                                                             In The
                Type of Investment                                Cost        Market Value            Balance Sheet
                                                   -----------------------------------------------------------------
<S>                                                         <C>                  <C>                      <C>      
 Fixed Maturities:
 Available-for-sale:
     United States Government and
          government agencies and
          authorities                                       $    918.1           $   919.6                $   919.6
     States, municipalities and political
          subdivisions                                         1,231.8             1,264.2                  1,264.2
     Asset-backed securities                                   1,501.4             1,520.0                  1,520.0
     Foreign government obligations                               57.6                58.5                     58.5
     Corporate and other debt securities                          94.7                95.2                     95.2
     Redeemable preferred stock                                   33.2                33.9                     33.9
                                                   -----------------------------------------------------------------
 Total fixed maturities                                        3,836.8             3,891.4                  3,891.4
                                                   -----------------------------------------------------------------

 Equity securities:
     Common stocks                                               501.9               620.8                    620.8
     Preferred stocks                                            333.9               348.8                    348.8
                                                   -----------------------------------------------------------------
 Total equity securities                                         835.8               969.6                    969.6
                                                   -----------------------------------------------------------------

 Short-term investments                                          409.4               409.4                    409.4
                                                   -----------------------------------------------------------------
 Total investments                                            $5,082.0            $5,270.4                 $5,270.4
                                                   =================================================================

</TABLE>



The Company did not have any securities of one issuer with an aggregate cost or
market value exceeding 10% of total shareholders' equity at December 31, 1997.

                                       29


<PAGE>   30


SCHEDULE II -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED STATEMENTS OF INCOME


<TABLE>
<CAPTION>

THE PROGRESSIVE CORPORATION (PARENT COMPANY)
- --------------------------------------------
(millions)

                                                                                Years Ended December 31,
                                                                          1997             1996               1995
                                                               ----------------------------------------------------
<S>                                                                     <C>              <C>                <C>   
 Revenues
     Dividends from subsidiaries*                                       $108.1           $125.0             $120.8
     Intercompany investment income*                                      35.3             36.5               37.2
                                                               ----------------------------------------------------
                                                                         143.4            161.5              158.0
                                                               ----------------------------------------------------

 Expenses
     Interest expense                                                     64.5             61.4               57.1
     Other operating costs and expenses                                    6.2              4.1                3.6
                                                               ----------------------------------------------------
                                                                          70.7             65.5               60.7
                                                               ----------------------------------------------------

 Operating income and income before income
     taxes and other items below                                          72.7             96.0               97.3
 Income tax benefit                                                      (12.7)           (10.2)              (7.3)
                                                               ----------------------------------------------------
 Income before equity in undistributed earnings of
     subsidiaries                                                         85.4            106.2              104.6
 Equity in undistributed net income of consolidated
     subsidiaries*                                                       314.6            207.5              145.9
                                                               ----------------------------------------------------

 Net income                                                             $400.0           $313.7             $250.5
                                                               ====================================================
<FN>

*Eliminated in consolidation.
</FN>

See notes to condensed financial statements.
</TABLE>


                                       30


<PAGE>   31


SCHEDULE II -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)


CONDENSED BALANCE SHEETS


<TABLE>  
<CAPTION>
THE PROGRESSIVE CORPORATION (PARENT COMPANY)
- --------------------------------------------
(millions)
                                                                                               December 31,
                                                                                           1997                         1996
                                                                              -----------------------------------------------
 ASSETS

<S>                                                                               <C>                           <C>         
     Investment in non-consolidated affiliates                                    $          .4                 $         .4
     Investment in subsidiaries*                                                        2,437.8                      1,755.7
     Receivable from subsidiary*                                                          489.4                        695.8
     Intercompany receivable*                                                                --                          6.6
     Income taxes                                                                          28.9                         13.0
     Other assets                                                                           6.7                          2.8
                                                                              -----------------------------------------------
          TOTAL ASSETS                                                                 $2,963.2                     $2,474.3
                                                                              ===============================================

 LIABILITIES AND SHAREHOLDERS' EQUITY

     Accounts payable and accrued expenses                                             $   23.5                   $     22.1
     Intercompany payable*                                                                 27.9                           --
     Debt                                                                                 775.9                        775.3
                                                                              -----------------------------------------------
          Total liabilities                                                               827.3                        797.4
                                                                              -----------------------------------------------
     Shareholders' equity:
              Common Shares, $1.00 par value, authorized 200.0
              shares, issued 83.1, including treasury
                   shares of 10.8 and 11.6                                                 72.3                         71.5
              Paid-in capital                                                             412.8                        381.8
              Net unrealized appreciation of investment
                   in equity securities of consolidated subsidiaries                      122.3                         74.0
              Retained earnings                                                         1,528.5                      1,149.6
                                                                              -----------------------------------------------
                   Total shareholders' equity                                           2,135.9                      1,676.9
                                                                              -----------------------------------------------
                       TOTAL LIABILITIES AND
                       SHAREHOLDERS' EQUITY                                            $2,963.2                     $2,474.3
                                                                              ===============================================

<FN>
*Eliminated in consolidation.
</FN>

See notes to condensed financial statements.
</TABLE>


                                       31


<PAGE>   32


SCHEDULE II -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)


CONDENSED STATEMENTS OF CASH FLOWS


<TABLE>  
<CAPTION>
THE PROGRESSIVE CORPORATION (PARENT COMPANY)
- --------------------------------------------
(millions)
                                                                                         Years Ended December 31,
                                                                                    1997            1996             1995
                                                                        --------------------------------------------------
<S>                                                                               <C>             <C>              <C>   
 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net income                                                                       $400.0          $313.7           $250.5
 Adjustments to reconcile net income to net cash provided by
     (used in) operating activities:
          Equity in income of consolidated subsidiaries                           (422.7)         (332.5)          (266.7)
          Changes in:
              Intercompany receivable or payable                                    34.5            19.0              1.6
              Accounts payable and accrued expenses                                  1.4             1.8              1.3
              Income taxes                                                         (15.9)           13.1              3.9
              Other, net                                                            (3.5)            (.9)             (.1)
                                                                        --------------------------------------------------
                   Net cash provided by (used in) operating                         (6.2)           14.2             (9.5)
                       activities

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Additional investments in equity securities of
     consolidated subsidiaries                                                    (219.3)          (42.2)           (42.1)
 Return of capital from consolidated subsidiary                                       --              .5               --
 Purchase of consolidated subsidiaries                                            (100.5)          (26.6)              --
 Dividends received from consolidated subsidiaries                                 108.1           125.0            120.8
                                                                        --------------------------------------------------
                   Net cash provided by (used in) investing                       (211.7)           56.7             78.7
                       activities        

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from exercise of stock options                                            14.1             6.9             10.1
 Tax benefits from exercise of stock options                                        17.6             5.9              8.5
 Redemption of Preferred Shares                                                       --           (80.8)              --
 Proceeds from Debt                                                                   --            99.6               --
 Receivable from subsidiary                                                        206.4           (35.0)           (61.4)
 Dividends paid to shareholders                                                    (17.3)          (19.6)           (24.1)
 Acquisition of treasury shares                                                     (2.9)          (47.9)            (2.3)
                                                                        --------------------------------------------------
                   Net cash provided by (used in) financing
                       activities                                                  217.9           (70.9)           (69.2)
                                                                        --------------------------------------------------
 Change in cash                                                                       --              --               --
 Cash, beginning of year                                                              --              --               --
                                                                        --------------------------------------------------
 Cash, end of year                                                             $      --       $      --        $      --
                                                                        ==================================================

See notes to condensed financial statements.
</TABLE>


                                       32


<PAGE>   33


SCHEDULE II -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED)



NOTES TO CONDENSED FINANCIAL STATEMENTS
- ---------------------------------------

The accompanying condensed financial statements of The Progressive Corporation
(the "Registrant") should be read in conjunction with the consolidated financial
statements and notes thereto of The Progressive Corporation and subsidiaries
included in the Registrant's 1997 Annual Report.

STATEMENTS OF CASH FLOWS -- For the purpose of the Statements of Cash Flows,
cash includes only bank demand deposits. The Registrant paid income taxes of
$166.9 million in 1997, and $120.4 million, and $75.5 million million in 1996
and 1995, respectively. Total interest paid was $63.8 million for 1997, $60.2
million for 1996 and $56.5 million for 1995.


<TABLE>
<CAPTION>

DEBT -- Debt at December 31 consisted of:

                                                                         1997                             1996
                                                              ---------------------------      ---------------------------
 (millions)                                                                       Market                           Market
                                                                    Cost           Value              Cost          Value
                                                              ------------------------------------------------------------
<S>                                                              <C>              <C>              <C>             <C>   
 7.30% Notes, due 2006 (issued: $100.0, May 1996)                $  99.7          $105.3           $  99.6         $101.7
 6.60% Notes, due 2004 (issued: $200.0, January 1994)              198.9           200.7             198.8          197.1
 7% Notes, due 2013 (issued: $150.0, October 1993)                 148.4           154.4             148.3          144.3
 8 3/4% Notes, due 1999 (issued: $30.0, May 1989)                   29.7            30.9              29.5           31.6
 10% Notes, due 2000 (issued: $150.0,  December 1988)              149.6           164.6             149.6          167.8
 10 1/8% Subordinated Notes, due 2000   (issued:                   149.6           164.6             149.5          168.4
  $150.0, December 1988)
                                                              ------------------------------------------------------------
                                                                  $775.9          $820.5            $775.3         $810.9
                                                              ============================================================
</TABLE>


Debt includes amounts the Registrant has borrowed and contributed to the capital
of its insurance subsidiaries or borrowed for other long-term purposes.

All debt is noncallable with interest payable semiannually.

In May 1990, the Registrant entered into a revolving credit arrangement with
National City Bank, which is reviewed by the bank annually. Under this
agreement, the Registrant had the right to borrow up to $50.0 million. In
February 1994, the Registrant reduced this revolving credit arrangement to $20.0
million and in May 1997, further reduced it to $10.0 million. By selecting from
available credit options, the Registrant may elect to pay interest at rates
related to the London interbank offered rate, the bank's base rate or at a money
market rate. A commitment fee is payable on any unused portion of the committed
amount at the rate of .125% per annum. At December 31, 1997 and 1996, the
Registrant had no borrowings under this arrangement.

                                       33


<PAGE>   34


S
CHEDULE II -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)


NOTES TO CONDENSED FINANCIAL STATEMENTS
- ---------------------------------------

As of December 31, 1997, the Registrant was in compliance with its debt
covenants.

Aggregate principal payments on debt outstanding at December 31, 1997 are
$0 for 1998, $30.0 million for 1999, $300.0 million for 2000, $0 for 2001 and
2002 and $450.0 million thereafter.

INCOME TAXES -- The Registrant files a consolidated Federal income tax return
with all eligible subsidiaries. The Federal income taxes in the accompanying
Condensed Balance Sheets represent amounts recoverable from the Internal Revenue
Service by the Registrant as agent for the consolidated tax group. The
Registrant and its subsidiaries have adopted, pursuant to a written agreement, a
method of allocating consolidated Federal income taxes. Amounts allocated to the
subsidiaries under the written agreement are included in Intercompany Receivable
from Subsidiaries in the accompanying Condensed Balance Sheets.


INVESTMENTS IN CONSOLIDATED SUBSIDIARIES -- The Registrant, through its
investment in consolidated subsidiaries, recognizes the changes in unrealized
gains (losses) on equity securities of the subsidiaries. These amounts were:


<TABLE>
<CAPTION>

 (millions)                                                         1997                 1996                  1995
                                                   -----------------------------------------------------------------
<S>                                                                <C>                <C>                    <C>   
 Unrealized gains (losses):
 Available-for-sale: fixed maturities                              $29.5               $(18.3)               $ 86.1
                             equity securities                      44.8                 53.7                  40.0
 Deferred income taxes                                             (26.0)               (12.5)                (44.3)
                                                   -----------------------------------------------------------------
                                                                   $48.3               $ 22.9                $ 81.8
                                                   =================================================================
</TABLE>



OTHER MATTERS -- The information relating to incentive compensation plans is
incorporated by reference from Note 7, EMPLOYEE BENEFIT PLANS, "Incentive
Compensation Plans" on pages 46 and 47 of the Registrant's 1997 Annual Report.

                                       34


<PAGE>   35


 
              SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION

<TABLE>
<CAPTION>

THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
- --------------------------------------------
(millions)
                                                Future
                                                policy                 Other
                                                benefits,              policy                          Benefits,     Amortization
                                    Deferred    losses,                claims                          claims,       of deferred
                                    policy      claims and             and                             losses and    policy       
                                    acquisition loss         Unearned  benefits  Premium   Investment  settlement    acquisition  
 Segment                            costs       expenses     premiums  payable   revenue   income(1)   expenses      costs        
                                    ----------------------------------------------------------------------------------------------

<S>                                 <C>         <C>          <C>       <C>       <C>       <C>         <C>           <C>          
 Year ended December 31, 1997:


     Insurance Lines                $259.6      $2,146.6     $1,980.1  $     --  $4,189.5  $274.9      $2,967.5      $607.8       
                                    ==============================================================================================


 Year ended December 31, 1996:


     Insurance Lines                $200.1      $1,800.6     $1,467.3  $     --  $3,199.3  $225.8      $2,236.1      $482.6       
                                    ==============================================================================================


 Year ended December 31, 1995:


     Insurance Lines                $181.9      $1,610.5     $1,209.6  $     --  $2,727.2  $199.1      $1,943.8      $459.6       
                                    ==============================================================================================


<CAPTION>


                                     Other      Net
                                     operating  premiums
 Segment                             expenses   written
                                    ------------------------

<S>                                  <C>        <C>     
 Year ended December 31, 1997:


     Insurance Lines                 $336.0     $4,665.1
                                    ========================


 Year ended December 31, 1996:


     Insurance Lines                 $208.5     $3,441.7
                                    ========================


 Year ended December 31, 1995:


     Insurance Lines                 $167.2     $2,912.8
                                    ========================
<FN>
(1)Excluding investment expenses of $9.9 million in 1997, $6.1 million in 1996
and $8.1 million in 1995.
</FN>

</TABLE>

                                       35


<PAGE>   36


SCHEDULE IV -- REINSURANCE


<TABLE>
<CAPTION>
THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
(millions)



                                                                          Assumed                        Percentage
 Year Ended                                             Ceded to             From                         of Amount
 ----------                                Gross           Other            Other                           Assumed
                                          Amount       Companies        Companies        Net Amount          to Net
                                 -----------------------------------------------------------------------------------
<S>                                <C>                <C>                <C>           <C>                    <C>
DECEMBER 31, 1997
Life Insurance in force           $          --      $       --         $     --      $         --              --
                                 ===================================================================================
 Premiums earned:
     Accident and health           $          --      $       --         $     --      $         --              --
     Property and liability              4,382.9           193.4               --           4,189.5              --
     Life                                     --              --               --                --              --
                                 -------------------------------------------------------------------

 Total premiums earned                 $ 4,382.9         $ 193.4         $     --          $4,189.5              --
                                 ===================================================================

 DECEMBER 31, 1996
 Life Insurance in force             $        .1      $       .1          $    --      $         --              --
                                 ===================================================================================
 Premiums earned:
     Accident and health            $         --       $      --          $    --      $         --              --
     Property and liability              3,380.7           185.2              3.8           3,199.3          .1   %
     Life                                     --              --               --                --              --
                                 -------------------------------------------------------------------

 Total premiums earned                  $3,380.7          $185.2            $ 3.8          $3,199.3              --
                                 ===================================================================

 DECEMBER 31, 1995
 Life Insurance in force            $         .4       $      .1           $   --      $         .3              --
                                 ===================================================================================
 Premiums earned:
     Accident and health            $         --       $      --           $   --      $         --              --
     Property and liability              2,895.9           168.8               .1           2,727.2              --
     Life                                     --              --               --                --              --
                                 -------------------------------------------------------------------

 Total premiums earned                  $2,895.9          $168.8           $   .1          $2,727.2              --
                                 ===================================================================
</TABLE>


                                       36


<PAGE>   37

SCHEDULE VI -SUPPLEMENTAL INFORMATION CONCERNING PROPERTY - CASUALTY INSURANCE
             OPERATIONS


<TABLE>
<CAPTION>

THE PROGRESSIVE CORPORATION AND SUBSIDIARIES
- --------------------------------------------
(millions)


                                                                                            Paid Losses and
                                     Losses and Loss Adjustment Expenses                    Loss Adjustment
                                             Incurred Related to                                Expenses
                              ---------------------------------------------------          -------------------
                                       Current                     Prior
 Year Ended                             Year                       Years
 ----------                   --------------------------   ----------------------

<S>                                            <C>                      <C>                          <C>     
 December 31, 1997                             $3,070.8                 $(103.3)                     $2,715.1
                              ==========================   ======================          ===================

 December 31, 1996                             $2,341.9                 $(105.8)                     $2,017.6
                              ==========================   ======================          ===================

 December 31, 1995                             $2,000.4                 $ (56.6)                     $1,729.6
                              ==========================   ======================          ===================



Pursuant to Rule 12-18 of Regulation S-X. See Schedule III, page 35, for the
additional information required in Schedule VI.

</TABLE>


                                       37


<PAGE>   38


<TABLE>
<CAPTION>

Exhibit No.
Under Reg.        Form 10-K                                                    If Incorporated by Reference, Documents with Which
S-K, Item 601     Exhibit No.     Description of Exhibit                       Exhibit was Previously Filed with SEC             

<S>               <C>             <C>                                          <C>
  (3)(i)          3(A)            Amended Articles of Incorporation            Quarterly Report on Form 10-Q         
                                  of The Progressive Corporation               (Filed with SEC on April 23, 1993; see
                                  ("Progressive"), as amended                  Exhibit 3 therein)                    
                                                                                                  
                                                                              
  (3)(ii)         3(B)            Code of Regulations of Progressive           Quarterly Report on Form 10-Q (filed with 
                                                                               SEC on May 15, 1997; see Exhibit 3 therein)     
                                 
  (4)             4(A)            Indenture dated as of November               Annual Report on Form 10-K (Filed with SEC 
                                  15, 1988 between Progressive                 on March 29, 1994; see Exhibit 4(B) therein)
                                  and State Street Bank and
                                  Trust Company (successor in   
                                  interest to Rhode Island
                                  Hospital Trust National Bank),
                                  as Trustee ("Subordinated
                                  Indenture") (including Table
                                  of Contents and cross-reference
                                  sheet)
                                 
  (4)             4(B)            Form of 10 1/8% Subordinated Notes           Annual Report on Form 10-K (Filed with SEC
                                  due 2000 issued in the aggregate             on March 29, 1994; see Exhibit 4(C) therein)      
                                  principal amount of $150,000,000
                                  under the Subordinated Indenture
                                 
  (4)             4(C)            Indenture dated as of November 15,           Annual Report on Form 10-K (Filed with          
                                  1988 between Progressive and State           SEC on March 29, 1994; see Exhibit 4(D) therein)
                                  Street Bank and Trust Company (successor
                                  in interest to The First National
                                  Bank of Boston), as  Trustee ("1988
                                  Senior Indenture") (including  Table
                                  of Contents and cross-reference sheet)
                                 
  (4)             4(D)            Form of 10% Notes due 2000 issued in         Annual Report on Form 10-K (Filed with SEC     
                                  the aggregate principal amount of            on March 29, 1994; see Exhibit 4(E) therein)   
                                  $150,000,000 under the 1988 Senior
                                  Indenture    
                                 
  (4)             4(E)            Form of 8 3/4% Notes due 1999 issued in      Annual Report on Form 10-K (Filed with SEC   
                                  the aggregate principal amount of            on March 28, 1995; see Exhibit 4(F) therein) 
                                  $30,000,000 under the 1988 Senior
                                  Indenture

</TABLE>


                                      38

<PAGE>   39

                                EXHIBIT INDEX


<TABLE>
<CAPTION>

Exhibit No.                                                                     If Incorporated by Reference, Documents
Under Reg.       Form 10-K                                                      with Which Exhibit was Previously Filed
S-K, Item 601    Exhibit No.       Description of Exhibit                       with SEC
                                                                                
                                                                                
<S>              <C>               <C>                                          <C>
(4)              4(F)              $10,000,000 Unsecured Line of Credit         Contained in Exhibit Binder
                                   with National City Bank (dated May 23,       
                                   1990; renewed May 20, 1992; amended          
                                   February 1, 1994 and May 1, 1997)            
                                                           
(4)              4(G)              Indenture dated as of September 15, 1993     Quarterly Report on Form 10-Q (Filed
                                   between Progressive and State Street         with SEC on November 5, 1993; see
                                   Bank and Trust Company (successor in         Exhibit 4(A) therein)
                                   interest to The First National Bank of       
                                   Boston), as Trustee ("1993 Senior            
                                   Indenture") (including Table of Contents     
                                   and cross-reference sheet)                   
                                                                                
(4)              4(H)              Form of 7% Notes due 2013 issued in the      Quarterly Report on Form 10-Q (Filed
                                   aggregate principal amount of                with SEC on November 5, 1993; see
                                   $150,000,000 under the 1993 Senior           Exhibit 4(B) therein)
                                   Indenture                                    
                                                                                
(4)              4(I)              Form of 6.60% Notes due 2004 issued in       Annual Report on Form 10-K (Filed with
                                   the aggregate principal amount of            SEC on March 29, 1994; see Exhibit 4(L)
                                   $200,000,000 under the 1993 Senior           therein)
                                   Indenture                                    
                                                                                
(4)              4(J)              First Supplemental Indenture dated March     Registration Statement No. 333-0175 (Filed
                                   15, 1996 between the Registrant and          with SEC on March 15, 1996; see Exhibit
                                   State Street Bank and Trust Company,         4.2 therein)
                                   evidencing the designation of State          
                                   Street Bank and Trust Company, as            
                                   successor Trustee under the 1993 Senior      
                                   Indenture                                    
                                                                                
(4)              4(K)              Form of 7.30% Notes due 2006, issued in      Quarterly Report on Form 10-Q (Filed
                                   the aggregate principal amount of            with SEC on July 31, 1996; see Exhibit 4
                                   $100,000,000 under the Senior Indenture      therein)
                                   dated September 15, 1993, between the        
                                   Company and State Street Bank and Trust,     
                                   as amended and supplemented                  
                                                                                
(10)(i)          10(A)             Construction Agreements dated November       Contained in Exhibit Binder
                                   3, 1997 between Progressive Casualty         
                                   Insurance Company, and HCB Contractors       
                                                                                
</TABLE>

                                       39

<PAGE>   40
                                EXHIBIT INDEX


<TABLE>
<CAPTION>

Exhibit No.                                                                     If Incorporated by Reference, Documents
Under Reg.       Form 10-K                                                      with Which Exhibit was Previously Filed
S-K, Item 601    Exhibit No.       Description of Exhibit                       with SEC

<S>              <C>               <C>                                          <C>                 
(10)(iii)        10(B)             The Progressive Corporation 1997             Annual Report on Form 10-K (Filed with SEC
                                   Gainsharing Plan                             on March 31, 1997; see Exhibit 10(B) therein)
                                                                                
                                                                                
(10)(iii)        10(C)             The Progressive Corporation 1997             Annual Report on Form 10-K (Filed with SEC
                                   Executive Bonus Plan                         on March 31, 1997; see Exhibit 10(D) therein)
                                                                                
                                                                                
(10)(iii)        10(D)             The Progressive Corporation 1996 Process     Quarterly Report on Form 10-Q (Filed with SEC
                                   Management Bonus Plan                        on May 1, 1996; see Exhibit 10(A) therein)
                                                                                
(10)(iii)        10(E)             The Progressive Corporation Directors        Quarterly Report on Form 10-Q (Filed
                                   Deferral Plan (Amendment and                 with SEC on November 13, 1996; see
                                   Restatement), as further amended on          Exhibit 10 therein)
                                   October 25, 1996                             
                                                                                
(10)(iii)        10(F)             The Progressive Corporation 1989             Annual Report on Form 10-K (Filed with
                                   Incentive Plan (amended and restated as      SEC on March 30, 1993; see Exhibit 10(G)
                                   of April 24, 1992, as further amended on     therein)
                                   July 1, 1992 and February 5, 1993)           
                                                                                
(10)(iii)        10(G)             Share Option Agreement dated March 17,       Annual Report on Form 10-K (Filed with
                                   1989, between Progressive and David M.       SEC on March 28, 1995; see Exhibit 10(H)
                                   Schneider                                    therein)
                                                                                
(10)(iii)        10(H)             The Progressive Corporation 1998             Contained in Exhibit Binder
                                   Directors' Stock Option Plan                 
                                                                                
(10)(iii)        10(I)             The Progressive Corporation 1990             Contained in Exhibit Binder
                                   Directors' Stock Option Plan (Amended        
                                   and Restated as of April 24, 1992 and as     
                                   further amended on July 1, 1992)             
                                                                                
(10)(iii)        10(J)             Agreement dated March 11, 1996 with          Annual Report on Form 10-K (Filed with SEC on
                                   Bruce W. Marlow                              March 15, 1996; see Exhibit 10(H) therein)
                                                                                
</TABLE>


                                       40


<PAGE>   41
                                EXHIBIT INDEX


<TABLE>
<CAPTION>

Exhibit No.                                                                     If Incorporated by Reference, Documents
Under Reg.       Form 10-K                                                      with Which Exhibit was Previously Filed
S-K, Item 601    Exhibit No.       Description of Exhibit                       with SEC

                                                                                
<S>              <C>               <C>                                          <C>        
(10)(iii)        10(K)             Amending Agreement dated April 1, 1996       Quarterly Report on Form 10-Q (Filed
                                   between the Company and Bruce W. Marlow      with SEC on July 31, 1996; see Exhibit
                                   relating to certain outstanding stock        10 therein)
                                   options previously granted to Mr. Marlow     
                                                                                
(10)(iii)        10(L)             The Progressive Corporation 1995             Annual Report on Form 10-K (Filed with SEC on
                                   Incentive Plan                               March 28, 1995; see Exhibit 10(L) therein)
                                                                                
                                                                                
(10)(iii)        10(M)             The Progressive Corporation Executive        Contained in Exhibit Binder
                                   Deferred Compensation Plan (Amended and      
                                   Restated as of January 1, 1997), as          
                                   further amended December 1, 1997             
                                                                                
(10)(iii)        10(N)             Form of Non-Qualified Stock Option           Quarterly Report on Form 10-Q (Filed
                                   Agreement under The Progressive              with SEC on May 1, 1996; see Exhibit
                                   Corporation 1989 Incentive Plan (single      10(B) therein)
                                   award)                                       
                                                                                
(10)(iii)        10(O)             Form of Non-Qualified Stock Option           Quarterly Report on Form 10-Q (Filed
                                   Agreement under The Progressive              with SEC on May 1, 1996; see Exhibit
                                   Corporation 1989 Incentive Plan              10(C) therein)
                                   (multiple awards)                            
                                                                                
(11)             11                Computation of Earnings Per Share            Contained in Exhibit Binder
                                                                                
(12)             12                Computation of Ratio of Earnings to          Contained in Exhibit Binder
                                   Fixed Charges                                
                                                                                
(13)             13                The Progressive Corporation 1997 Annual      Contained in Exhibit Binder
                                   Report                                       
                                                                                
(21)             21                Subsidiaries of The Progressive              Contained in Exhibit Binder
                                   Corporation                                  
                                                                                
(23)             23                Consent of Independent Accountants           Incorporated herein by reference to page
                                                                                28 of this Annual Report on Form 10-K
</TABLE>


                                       41



<PAGE>   42
                                EXHIBIT INDEX


<TABLE>
<CAPTION>

Exhibit No.                                                                     If Incorporated by Reference, Documents
Under Reg.       Form 10-K                                                      with Which Exhibit was Previously Filed
S-K, Item 601    Exhibit No.       Description of Exhibit                       with SEC


<S>              <C>               <C>                                          <C>
(24)             24                Powers of Attorney                           Contained in Exhibit Binder

(27)             27                Financial Data Schedule for current          These exhibits are contained in the EDGAR filing of
                                   period and Restated Financial                the Annual Report on Form 10-K for the year ended 
                                   Data Schedules for other periods             December 31, 1997 only




No other exhibits are required to be filed herewith pursuant to Item
601 of Regulation S-K.

</TABLE>

                                       42





<PAGE>   1
Exhibit 4(F)

                                                 PROGRESSIVE(R)
                                                 6300 Wilson Mills Road
                                                 Mayfield Village, OH  44143

May 7, 1997



Mr. Robert E. Little
National City Bank
1900 East 9th Street
Cleveland, OH  44114

Dear Mr. Little:

Per our discussion, the Progressive Corporation hereby accepts the terms for the
unsecured line of credit for ten million dollars ($10,000,000.00) as of May 1,
1997.

Terms of the line are as follows:

         -        1/8 of 1% Commitment Fee

         -        Borrowings options include Base rate, Libor + 3/8% (reserve
                  adjusted or money market rate.

         -        The line is subject to annual review.

         -        Progressive will furnish interim and annual audited statements
                  as well as Security and Exchange Commission reports and annual
                  convention statements.

THE PROGRESSIVE CORPORATION

/s/ Marilyn A. Muzic

Marilyn A. Muzic
Director of Financial Operations

MAM:mvb

cc:  Charles B. Chokel
     Liz Kramer
     David M. Schneider








<PAGE>   1

                                                                   Exhibit 10(A)


                                     [LOGO]

                  STANDARD FORM OF AGREEMENT BETWEEN OWNER AND
              CONSTRUCTION MANAGER WHERE THE CONSTRUCTION MANAGER
                              IS NOT A CONSTRUCTOR

                   AIA Document B801/CMa - Electronic Format

- -------------------------------------------------------------------------------

THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS
ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF
THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

This document is intended to be used in conjunction with the 1992 editions of
AIA Documents B141/CMa, A101/CMa and A201/CMa.

Copyright 1973, 1980, copyright 1992 by The American Institute of Architects,
1735 New York Avenue, N.W., Washington, D.C., 20006-5292. Reproduction of the
material herein or substantial quotation of its provisions without written
permission of the AIA violates the copyright laws of the United States and will
subject the violator to legal prosecution.

- --------------------------------------------------------------------------------

AGREEMENT
made as of the 3rd day of November in the year of 1997.
(In words, indicate day, month and year)

BETWEEN the Owner:
(Name and address)
PROGRESSIVE CASUALTY INSURANCE CO., 6300 WILSON MILLS ROAD, MAYFIELD VILLAGE.
OHIO 44143


and the Construction Manager:
(Name and address)
HCB CONTRACTORS, 5100 WEST KENNEDY BLVD., SUITE
 150, TAMPA, FLORIDA 33609

for the following Project:
(Include detailed description of Project, location, address and scope.)
THE PROJECT IS KNOWN AS THE "TAMPA CALL CENTER" - IT CONSISTS OF TWO (2) THREE
STORY BUILDINGS OF APPROXIMATELY 118,500 SF AND 120,600 SF RESPECTIVELY, ONE TWO
(2) STORY BUILDING CONSISTING OF APPROXIMATELY 60,000SF AND RELATED SURFACE
PARKING AND SITE IMPROVEMENTS.

The Architect is:
(Name and address)
HERMAN, GIBANS, FODOR, INC., 1304 WEST 6TH STREET, CLEVELAND, OHIO 44113

The Owner and Construction Manager agree as set forth below.

- -------------------------------------------------------------------------------

AIA DOCUMENT B801/Cma - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1992 EDITION -
AIA - COPYRIGHT 1992 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C.,
20006-5292. Unlicensed photocopying violates U.S. copyright laws and is subject
to legal prosecution. This document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration
as noted below.




<PAGE>   2
- --------------------------------------------------------------------------------
Terms and Conditions of Agreement Between Owner and Construction Manager
- --------------------------------------------------------------------------------

                                   ARTICLE I
                             CONSTRUCTION MANAGER'S
                                RESPONSIBILITIES

1.1     CONSTRUCTION MANAGER'S SERVICES

1.1.1 The Construction Manager's services consist of those services performed by
the Construction Manager, Construction Manager's employees and Construction
Manager's consultants as enumerated in Articles 2 and 3 of this Agreement and
any other services included in Article 14.


1.1.2 The Construction Manager's services shall be provided in conjunction with
the services of an Architect as described in the edition of AIA Document
B141/CMa, Standard Form of Agreement Between Owner and Architect, Construction
Manager-Adviser Edition, current as of the date of this Agreement.

1.1.3 The Construction Manager shall provide sufficient organization, personnel
and management to carry out the requirements of this Agreement in an expeditious
and economical manner consistent with the interests of the Owner.

1.1.4 The services covered by this Agreement are subject to the time limitations
contained in Subparagraph 13.5.1.

                                   ARTICLE 2
                        SCOPE OF CONSTRUCTION MANAGER'S
                                 BASIC SERVICES

2.1 DEFINITION

2.1.1 The Construction Manager's Basic Services consist of those described in
Paragraphs 2.2 and 2.3 and any other services identified in Article 14 as part
of Basic Services.

2.2 PRE-CONSTRUCTION PHASE

2.2.1 The Construction Manager shall review the program furnished by the Owner
to ascertain the requirements of the Project and shall arrive at a mutual
understanding of such requirements with the Owner.

2.2.2 The Construction Manager shall provide a preliminary evaluation of the
Owner's program, schedule and construction budget requirements, each in terms of
the other.

2.2.3 Based on early schematic designs and other design criteria prepared by the
Architect, the Construction Manager shall prepare preliminary estimates of
Construction Cost for program requirements using area, volume or similar
conceptual estimating techniques. The Construction Manager shall provide cost
evaluations of alternative materials and systems.

2.2.4 The Construction Manager shall expeditiously review design documents
during their development and advise on proposed site use and improvements,
selection of materials, building systems and equipment, and methods of Project
delivery. The Construction Manager shall provide recommendations on relative
feasibility of construction methods, availability of materials and labor, time
requirements for procurement, installation and construction, and factors related
to construction cost including, but not limited to, costs of alternative designs
or materials, preliminary budgets, and possible economies.

2.2.5 The Construction Manager shall prepare and periodically update a Project
Schedule for the Architect's review and the Owner's acceptance. The Construction
Manager shall obtain the Architect's approval for the portion of the preliminary
project schedule relating to the performance of the Architect's services. In the
Project Schedule, the Construction Manager shall coordinate and integrate the
Construction Manager's services, the Architect's services and the Owner's
responsibilities with anticipated construction schedules, highlighting critical
and long-lead-time items.

2.2.6 As the Architect progress with the preparation of the Schematic, Design
Development and Construction Documents, the Construction Manager shall prepare
and update, at appropriate intervals agreed to by the Owner, Construction
Manager and Architect, estimates of Construction Cost of increasing detail and
refinement. The estimated cost of each Contract shall be indicated with
supporting detail. Such estimates shall be provided for the Architect's review
and the Owner's approval. The Construction Manager shall advise the Owner and
Architect if it appears that the Construction Cost may exceed the latest
approved Project budget and rake recommendations for corrective action.

2.2.7 The Construction Manager shall consult with the Owner and Architect
regarding the Construction Documents

- --------------------------------------------------------------------------------
AIA DOCUMENT B801/CMa - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1992 EDITION -
AIA - COPYRIGHT 1992- THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK
AVENUE, N.W., WASHINGTON, D.C., 20006-5292. Unlicensed photocopying violates
U.S. copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.

<PAGE>   3



and make recommendations whenever design details adversely affect
constructibility, cost or schedules.

2.2.8 The Construction Manager shall provide recommendations and information to
the Owner and Architect regarding the assignment of responsibilities for
temporary Project facilities and equipment, materials and services for common
use of the Contractors. The Construction Manager shall verify that such
requirements and assignment of responsibilities are included in the proposed
Contract Documents.

2.2.9 The Construction Manager shall provide recommendations and information to
the Owner regarding the allocation of responsibilities for safety programs among
the Contractors.

2.2.10 The Construction Manager shall advise on the division of the Project into
individual Contracts for various categories of Work, including the method to be
used for selecting Contractors and awarding Contracts. If multiple Contracts are
to be awarded, the Construction Manager shall review the Construction Documents
and make recommendations as required to provide that (1) the Work of the
Contractors is coordinated, (2) all requirements for the Project have been
assigned to the appropriate Contract, (3) the likelihood of jurisdictional
disputes has been minimized, and (4) proper coordination has been provided for
phased construction.

2.2.11 The Construction Manager shall prepare a Project construction schedule
providing for the components of the Work, including phasing of construction,
times of commencement and completion required of each Contractor, ordering and
delivery of products requiring long lead time, and the occupancy requirements of
the Owner. The Construction Manager shall provide the current Project
construction schedule for each set of bidding documents.

2.2.12 The Construction Manager shall expedite and coordinate the ordering and
delivery of materials requiring long lead time.

2.2.13 The Construction Manager shall assist the Owner in selecting, retaining
and coordinating the professional services of surveyors, special consultants and
testing laboratories required for the Project.

2.2.14 The Construction Manager shall provide an analysis of the types and
quantities of labor required for the Project and review the availability of
appropriate categories of labor required for critical phases. The Construction
Manager shall make recommendations for actions designed to minimize adverse
effects of labor shortages.

2.2.15 The Construction Manager shall assist the Owner in obtaining information
regarding applicable requirements for equal employment opportunity programs for
inclusion in the Contract Documents.

2.2.16 Following the Owner's approval of the Construction Documents, the
Construction Manager shall update and submit the latest estimate of Construction
Cost and the Project construction schedule for the Architect's review and the
Owner's approval.

2.2.17 The Construction Manager shall submit the list of prospective bidders for
the Architect's review and the Owner's approval.

2.2.18 The Construction Manager shall develop bidders' interest in the Project
and establish bidding schedules. The Construction Manager, with the assistance
of the Architect, shall issue bidding documents to bidders and conduct prebid
conferences with prospective bidders. The Construction Manager shall assist the
Architect with regard to questions from bidders and with the issuance of
addenda.

2.2.19 The Construction Manager shall receive bids, prepare bid analyses and
make recommendations to the Owner for the Owner's award of Contracts or
rejection of bids.

2.2.20 The Construction Manager shall assist the Owner in preparing Construction
Contracts and advise the Owner on the acceptability of Subcontractors and
material suppliers proposed by Contractors.

2.2.21 The Construction Manager shall assist the Owner in obtaining building
permits and special permits for permanent improvements, except for permits
required to be obtained directly by the various Contractors. The Construction
Manager shall verify that the Owner has paid applicable fees and assessments.
The Construction Manager shall assist the Owner and Architect in connection with
the Owner's responsibility for filing documents required for the approvals of
governmental authorities having jurisdiction over the Project.

2.3     CONSTRUCTION PHASE -
        ADMINISTRATION OF THE
        CONSTRUCTION CONTRACT

2.3.1 The Construction Phase will commence with the award of the initial
Construction Contract or purchase order and, together with the Construction
Manager's obligation to provide Basic Services under this Agreement, will end 30
days after final payment to all Contractors is due.


AIA DOCUMENT B801/CMa - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1992 EDITION -
AIA - COPYRIGHT 1992- THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK
AVENUE, N.W., WASHINGTON, D.C., 20006-5292. Unlicensed photocopying violates US.
copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.



<PAGE>   4
2.3.2 The Construction Manager shall provide administration of the Contracts for
Construction in cooperation with the Architect as set forth below and in the
edition of AIA Document A201/CMa, General Conditions of the Contract for
Construction, Construction Manager-Adviser Edition, current as of the date of
this Agreement.

2.3.3 The Construction Manager shall provide administrative, management and
related services to coordinate scheduled activities and responsibilities of the
Contractors with each other and with those of the Construction Manager, the
Owner and the Architect to endeavor to manage the Project in accordance with the
latest approved estimate of Construction Cost, the Project Schedule and the
Contract Documents.

2.3.4 The Construction Manager shall schedule and conduct meetings to discuss
such matters as procedures, progress and scheduling. The Construction Manager
shall prepare and promptly distribute minutes to the Owner, Architect and
Contractors.

2.3.5 Utilizing the Construction Schedules provided by the Contractors, the
Construction Manager shall update the Project construction schedule
incorporating the activities of the Contractors on the Project, including
activity sequences and durations, allocation of labor and materials, processing
of Shop Drawings, Product Data and Samples, and delivery of products requiring
long lead time and procurement. The Project construction schedule shall include
the Owner's occupancy requirements showing portions of the Project having
occupancy priority. The Construction Manager shall update and reissue the
Project construction schedule as required to show current conditions. If an
update indicates that the previously approved Project construction schedule may
not be met, the Construction Manager shall recommend corrective action to the
Owner and Architect.

2.3.6 Consistent with the various bidding documents, and utilizing information
from the Contractors, the Construction Manager shall coordinate the sequence of
construction and assignment of space in areas where the Contractors are
performing Work.

2.3.7 The Construction Manager shall endeavor to obtain satisfactory performance
from each of the Contractors. The Construction Manager shall recommend courses
of action to the Owner when requirements of a Contract are not being fulfilled.

2.3.8 The Construction Manager shall monitor the approved estimate of
Construction Cost. The Construction Manager shall show actual costs for
activities in progress and estimates for uncompleted tasks by way of comparison
with such approved estimate.

2.3.9 The Construction Manager shall develop cash flow reports and forecasts for
the Project and advise the Owner and Architect as to variances between actual
and budgeted or estimated costs.

2.3.10 The Construction Manager shall maintain accounting records on authorized
Work performed under unit costs, additional Work performed on the basis of
actual costs of labor and materials, and other Work requiring accounting
records.

2.3.11 The Construction Manager shall develop and implement procedures for the
review and processing of applications by Contractors for progress and final
payments.

2.3.11.1 Based on the Construction Manager's observations and evaluations of
each Contractor's Application for Payment, the Construction Manager shall review
and certify the amounts due the respective Contractors.

2.3.11.2 The Construction Manager shall prepare a Project Application for
Payment based on the Contractors' Certificates for Payment.

2.3.11.3 The Construction Manager's certification for payment shall constitute a
representation to the Owner, based on the Construction Manager's determinations
at the site as provided in Subparagraph 2.3.13 and on the data comprising the
Contractors' Applications for Payment, that, to the best of the Construction
Manager's knowledge, information and belief, the Work has progressed to the
point indicated and the quality of the Work is in accordance with the Contract
Documents. The foregoing representations are subject to an evaluation of the
Work for conformance with the Contract Documents upon Substantial Completion, to
results of subsequent tests and inspections, to minor deviations from the
Contract Documents correctable prior to completion and to specific
qualifications expressed by the Construction Manager. The issuance of a
Certificate for Payment shall further constitute a representation that the
Contractor is entitled to payment in the amount certified.

2.3.11.4 The issuance of a Certificate for Payment shall be a representation
that the Construction Manager has made it's best efforts (1) to perform on-site
inspections to check the quality or quantity of the Work, (2) to review
construction means, methods, techniques, sequences for the Contractor's own
Work, or procedures, (3) to review copies of requisitions received from
Subcontractors and material suppliers and other data requested by the Owner to
substantiate the
- --------------------------------------------------------------------------------
AIA DOCUMENT B801/CMa - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1992 EDITION.
AIA - COPYRIGHT 1992 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK
AVENUE, N.W., WASHINGTON, D.C., 20006-5292. Unlicensed photocopying violates
U.S. copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.


<PAGE>   5
Contractor's right to payment and (4) to ascertain how or for what purpose the
Contractor has used money previously paid on account of the Contract Sum. In
taking these actions it shall not be interpreted that the Construction Manager
has made an audit to verify the documentation submitted by Contractors,
Subcontractors, and/or Material Vendors with respect to the Certificate for
Payment. Such audits, if required by the Owner, will be performed by the Owner's
accountants acting in the sole interest of the Owner.

2.3.12 The Construction Manager shall review the safety programs developed by
each of the Contractors for purposes of coordinating the safety programs with
those of the other Contractors.  

2.3.13 The Construction Manager shall determine in general that the Work of each
Contractor is being performed in accordance with the requirements of the
Contract Documents, endeavoring to guard the Owner against defects and
deficiencies in the Work. As appropriate, the Construction Manager shall have
authority, upon written authorization from the Owner, to require additional
inspection or testing of the Work in accordance with the provisions of the
Contract Documents, whether or not such Work is fabricated, installed or
completed. The Construction Manager, in consultation with the Architect, may
reject Work which does not conform to the requirements of the Contract
Documents.

2.3.14 The Construction Manager shall schedule and coordinate the sequence of
construction in accordance with the Contract Documents and the latest approved
Project construction schedule.

2.3.15 With respect to each Contractor's own Work, the Construction Manager
shall have made it's best effort to ensure that reasonable construction means,
methods, techniques, sequences, procedures, and safety precautions and
programs have been undertaken by each of the Contractors in connection with the
Work under the Contract for Construction. The Construction Manager shall not be
monetarily responsible for a Contractor's failure to carry out the Work in
accordance with the respective Contract Documents. The Construction Manager
shall, however, use it's best efforts to ensure that each Contractor does carry
out the Work in accordance with the respective Contract Documents. 

2.3.16 The Construction Manager shall transmit to the Architect requests for
interpretations of the meaning and intent of the Drawings and Specifications,
and assist in the resolution of questions that may arise.

2.3.17 The Construction Manager shall review requests for changes, assist in
negotiating Contractors' proposals, submit recommendations to the Architect and
Owner, and, if they are accepted, prepare Change Orders and Construction Change
Directives which incorporate the Architect's modifications to
the Documents.

2.3.18 The Construction Manager shall assist the Architect in the review,
evaluation and documentation of Claims.

2.3.19 The Construction Manager shall receive certificates of insurance from the
Contractors and forward them to the Owner with a copy to the Architect.

2.3.20 In collaboration with the Architect, the Construction Manager shall
establish and implement procedures for expediting the processing and approval of
Shop Drawings, Product Data, Samples and other submittals. The Construction
Manager shall review all Shop Drawings, Product Data, Samples and other
submittals from the Contractors. The Construction Manager shall coordinate
submittals with information contained in related documents and transmit to the
Architect those which have been approved by the Construction Manager. The
Construction Manager's actions shall be taken with such reasonable promptness as
to cause no delay in the Work or in the activities of the Owner or Contractors.

2.3.21 The Construction Manager shall record the progress of the Project. The
Construction Manager shall submit written progress reports to the Owner and
Architect including information on each Contractor and each Contractor's Work,
as well as the entire Project, showing percentages of completion. The
Construction Manager shall keep a daily log containing a record of weather, each
Contractor's Work on the site, number of workers, identification of equipment,
Work accomplished, problems encountered, and other similar relevant data as the
Owner may require.

2.3.22 The Construction Manager shall maintain at the Project site for the Owner
one record copy of all Contracts,
- -------------------------------------------------------------------------------
AIA DOCUMENT B201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. Unlicensed
photocopying violates U.S. copyright laws and is subject to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced without violation until the date of expiration as noted below.

<PAGE>   6



Drawings, Specifications, addenda, Change Orders and other Modifications, in
good order and marked currently to record changes and selections made during
construction, and in addition, approved Shop Drawings, Product Data, Samples and
similar required submittals. The Construction Manager shall maintain records, in
duplicate, of principal building layout lines, elevations of the bottom of
footings, floor levels and key site elevations certified by a qualified surveyor
or professional engineer. The Construction Manager shall make all such records
available to the Architect and upon completion of the Project shall deliver them
to the Owner.

2.3.23 The Construction Manager shall arrange for the delivery, storage,
protection and security of Owner-purchased materials, systems and equipment that
are a part of the Project until such items are incorporated into the Project.

2.3.24 With the Architect and the Owner's maintenance personnel, the
Construction Manager shall observe the Contractors' final testing and start-up
of utilities, operational systems and equipment.

2.3.25 When the Construction Manager considers each Contractor's Work or a
designated portion thereof substantially complete, the Construction Manager
shall, jointly with the Contractor, prepare for the Architect a list of
incomplete or unsatisfactory items and a schedule for their completion. The
Construction Manager shall assist the Architect in conducting inspections to
determine whether the Work or designated portion thereof is substantially
complete.

2.3.26 The Construction Manager shall coordinate the correction and completion
of the Work. Following issuance of a Certificate of Substantial Completion of
the Work or a designated portion thereof, the Construction Manager shall
evaluate the completion of the Work of the Contractors and make recommendations
to the Architect when Work is ready for final inspection. The Construction
Manager shall assist the Architect in conducting final inspections.

2.3.27 The Construction Manager shall secure and transmit to the Architect
warranties and similar submittals required by the Contract Documents for
delivery to the Owner and deliver all keys, manuals, record drawings and
maintenance stocks to the Owner. The Construction Manager shall forward to the
Architect a final Project Application for Payment upon compliance with the
requirements of the Contract Documents.

2.3.28 Duties, responsibilities and limitations of authority of the Construction
Manager as set forth in the Contract Documents shall not be restricted, modified
or extended without written consent of the Owner, Construction Manager,
Architect and Contractors. Consent shall not be unreasonably withheld.


                                   ARTICLE 3

                              ADDITIONAL SERVICES

3.1     GENERAL

3.1.1 The services described in this Article 3 are not included in Basic
Services unless so identified in Article 14, and they shall be paid for by the
Owner as provided in this Agreement, in addition to the compensation for Basic
Services. The Optional Additional Services described under Paragraph 3.3 shall
only be provided if authorized or confirmed in writing by the Owner. If services
described under Contingent Additional Services in Paragraph 3.2 are required due
to circumstances beyond the Construction Manager's control, the Construction
Manager shall notify the Owner prior to commencing such services. If the Owner
deems that such services described under Paragraph 3.2 are not required, the
Owner shall give prompt written notice to the Construction Manager. If the Owner
indicates in writing that all or part of such Contingent Additional Services are
not required, the Construction Manager shall have no obligation to provide those
services.

3.2     CONTINGENT ADDITIONAL SERVICES

3.2.1 Providing services required because of significant changes in the Project
including, but not limited to, changes in size, quality, complexity or the
Owner's schedule.

3.2.2 Providing consultation concerning replacement of Work damaged by fire or
other cause during construction, and furnishing services required in connection
with the replacement of such Work.

3.2.3 Providing services made necessary by the termination or default of the
Architect or a Contractor, or by failure of performance of the Owner.

3.2.4 Providing services in evaluating an extensive number of claims submitted
by a Contractor or others in connection with the Work.

3.2.5 Providing services in connection with a public hearing, arbitration
proceeding or legal proceeding except where the Construction Manager is party
thereto.

3.3     OPTIONAL ADDITIONAL SERVICES

3.3.1   Providing services relative to future facilities,

- ------------------------------------------------------------------------------

AIA DOCUMENT B801/CMa - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1992 EDITION -
AIA - COPYRIGHT 1992 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C.,
20006-5292. Unlicensed photocopying violates U.S. copyright laws and is subject
to legal prosecution. The document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration
as noted below.



<PAGE>   7


systems and equipment.

3.3.2 Providing services to investigate existing conditions or facilities or to
provide measured drawings thereof.

3.3.3 Providing services to verify the accuracy of drawings or other information
furnished by the Owner.

3.3.4 Providing services required for or in connection with the Owner's
selection, procurement or installation of furniture, furnishings and related
equipment.

3.3.5   

3.3.6 Providing any other services not otherwise included in this Agreement.

                                   ARTICLE 4
                            OWNER'S RESPONSIBILITIES

4.1 The Owner shall provide full information regarding requirements for the
Project, including a program which shall set forth the Owner's objectives,
schedule, constraints and criteria, including space requirements and
relationships, flexibility, expandability, special equipment, systems, and site
requirements.

4.2 The Owner shall establish and update an overall budget for the Project based
on consultation with the Construction Manager and Architect, which shall include
the Construction Cost, the Owner's other costs and reasonable contingencies
related to all of these costs.

4.3 If requested by the Construction Manager, the Owner shall furnish evidence
that financial arrangements have been made to fulfill the Owner's obligations
under this Agreement.

4.4 The Owner shall designate a representative authorized to act on the Owner's
behalf with respect to the Project. The Owner, or such authorized
representative, shall render decisions in a timely manner pertaining to
documents submitted by the Construction Manager in order to avoid unreasonable
delay in the orderly and sequential progress the Construction Manager's
services.

4.5 The Owner shall retain an architect whose services, duties and
responsibilities are described in the edition of AIA Document B141/Cma, Standard
Form of Agreement Between Owner and Architect, Construction Manager-Adviser
Edition, current as of the date of this Agreement. The Terms and Conditions of
the Agreement Between the Owner and Architect shall be furnished to the
Construction Manager and shall not be modified without written consent of the
Construction Manager, which consent shall not be unreasonably withheld. The
Construction Manager shall not be responsible for actions taken by the
Architect.

4.6 The Owner shall furnish structural, mechanical, chemical, air and water
pollution tests, tests for hazardous materials, and other laboratory and
environmental tests, inspections and reports required by law or the Contract
Documents.

4.7 The Owner shall furnish all legal, accounting and insurance counseling
services as may be necessary at any time for the Project, including auditing
services the Owner may require to verify the Contractors' Applications for
Payment or to ascertain how or for what purposes the Contractors have used the
money paid by or on behalf of the Owner.

4.8 The Owner shall furnish the Construction Manager with a sufficient quantity
of Construction Documents.

4.9 The services, information and reports required by Paragraphs 4.5 through 4.8
shall be furnished at the Owner's expense, and the Construction Manager shall be
entitled to rely upon the accuracy and completeness thereof.

4.10 Prompt written notice shall be given by the Owner to the Construction
Manager and Architect if the Owner becomes aware of any fault or defect in the
Project or nonconformance with the Contract Documents.

4.11 The Owner reserves the right to perform construction and operations related
to the Project with the Owner's own forces, and to award contracts in connection
with the Project which are not part of the Construction Manager's
responsibilities under this Agreement. The Construction Manager shall notify the
Owner if any such independent action will interfere with the Construction
Manager's ability to perform the Construction Manager's responsibilities under
this Agreement. When performing construction or operations related to the
Project, the Owner agrees to be subject to the same obligations and to have the
same rights as the Contractors.

4.12 Information or services under the Owner's control shall be furnished by the
Owner with reasonable promptness to avoid delay in the orderly progress of the
Construction Manager's services and the progress of the Work.


                                   ARTICLE 5
                               CONSTRUCTION COST


- ------------------------------------------------------------------------------

AIA DOCUMENT B801/CMa - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1992 EDITION -
AIA - COPYRIGHT 1992 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C.,
20006-5292. Unlicensed photocopying violates U.S. copyright laws and is subject
to legal prosecution. The document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration
as noted below.

<PAGE>   8
5.1     DEFINITION

5.1.1 The Construction Cost shall be the total cost to the Owner of all elements
of the Project designed or specified by the Architect.

5.1.2 The Construction Cost shall include the cost of labor and materials
furnished by the Owner and equipment designed, specified, selected or specially
provided for by the Architect. Except as provided in Subparagraph 5.1.3,
Construction Cost shall also include the compensation of the Construction
Manager and Construction Manager's consultants.

5.1.3 Construction Cost does not include the compensation of the Architect and
Architect's consultants, costs of the land, rights-of-way, financing or other
costs which are the responsibility of the Owner as provided in Article 4. If any
portion of the Construction Manager's compensation is based upon a percentage of
Construction Cost, then Construction Cost, for the purpose of determining such
portion, shall not include the compensation of the Construction Manager or
Construction Manager's consultants.

5.2     RESPONSIBILITY FOR CONSTRUCTION COST

5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of
Construction Cost and detailed estimates of Construction Cost prepared by the
Construction Manager represent the Construction Manager's best judgment as a
person or entity familiar with the construction industry. It is recognized,
however, that neither the Construction Manager nor the Owner has control over
the cost of labor, materials or equipment, over Contractors' methods of
determining bid prices, or over competitive bidding, market or negotiating
conditions. Accordingly, the Construction Manager cannot and does not warrant or
represent that bids or negotiated prices will not vary from the Project budget
proposed, established or approved by the Owner, or from any cost estimate or
evaluation prepared by the Construction Manager.

5.2.2 No fixed limit of Construction Cost shall be established as a condition of
this Agreement by the furnishing, proposal or establishment of a Project budget
unless such fixed limit has been agreed upon in writing and signed by the
parties hereto. If such a fixed limit has been established, the Construction
Manager shall be permitted to include contingencies for design, bidding and
price escalation, and shall consult with the Architect to determine what
materials, equipment, component systems and types of construction are to be
included in the Contract Documents, to suggest reasonable adjustments in the
scope of the Project, and to suggest inclusion of alternate bids in the
Construction Documents to adjust the Construction Cost to the fixed limit. Fixed
limits, if any, shall be increased in the amount of any increase in the Contract
Sums occurring after execution of the Contracts for Construction.

5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after
submittal of the Construction Documents to the Owner, any Project budget or
fixed limit of Construction Cost shall be adjusted to reflect changes in the
general level of prices in the construction industry between the date of
submission of the Construction Documents to the Owner and the date on which
proposals are sought.

5.2.4 If a fixed limit of Construction Cost (adjusted as provided in
Subparagraph 5.2.3) is exceeded by the sum of the lowest bona fide bids or
negotiated proposals plus the Construction Manager's estimate of other elements
of Construction Cost for the Project, the Owner shall:

     .1   give written approval of an increase in such fixed limit;

     .2   authorize rebidding or renegotiating of the Project within a
          reasonable time;

     .3   if the Project is abandoned, terminate in accordance with Paragraph
          9.3; or

     .4   cooperate in revising the Project scope and quality as required to
          reduce the Construction Cost.

5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4, the Construction
Manager, without additional charge, shall cooperate with the Owner and Architect
as necessary to bring the Construction Cost within the fixed limit, if
established as a condition of this Agreement.


                                   ARTICLE 6
                        CONSTRUCTION SUPPORT ACTIVITIES

6.1 Construction support activities, if provided by the Construction Manager,
shall be governed by separate contractual agreements unless otherwise provided
in Article 14.

6.2 Reimbursable expenses listed in Article 14 for construction support
activities may be subject to trade
- ------------------------------------------------------------------------------
AIA DOCUMENT B801/CMa - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1992 EDITION -
AIA - COPYRIGHT 1992 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C.,
20006-5292. Unlicensed photocopying violates U.S. copyright laws and is subject
to legal prosecution. The document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration
as noted below.

<PAGE>   9


discounts, rebates, refunds and amounts received from sales of surplus materials
and equipment which shall accrue to the Owner, and the Construction Manager
shall make provisions so that they can be secured.


                                   ARTICLE 7
                              OWNERSHIP AND USE OF
                      ARCHITECT'S DRAWINGS, SPECIFICATIONS
                              AND OTHER DOCUMENTS

7.1 The Drawings, Specifications and other documents prepared by the Architect
are instruments of the Architect's service through which the Work to be executed
by the Contractors is described. The Construction Manager may retain one record
set. The Construction Manager shall not own or claim a copyright in the
Drawings, Specifications and other documents prepared by the Architect, and
unless otherwise indicated the Architect shall be deemed the author of them and
will retain all common law, statutory and other reserved rights, in addition to
the copyright. All copies of them, except the Construction Manager's record set,
shall be returned or suitably accounted for to the Architect, on request, upon
completion of the Project. The Drawings, Specifications and other documents
prepared by the Architect, and copies thereof furnished to the Construction
Manager, are for use solely with respect to this Project. They are not to be
used by the Construction Manager on other projects or for additions to this
Project outside the scope of the Work without the specific written consent of
the Owner and Architect The Construction Manager is granted a limited license to
use and reproduce applicable portions of the Drawings, Specifications and other
documents prepared by the Architect appropriate to and for use in the
performance of the Construction Manager's services under this Agreement.

All copies made under this license shall bear the statutory copyright notice, if
any, shown on the Drawings, Specifications and other documents prepared by the
Architect. Submittal or distribution to meet official regulatory requirements or
for other purposes in connection with this Project is not to be construed as
publication in derogation of the Architect's copyright or other reserved rights.


                                   ARTICLE 8
                                  ARBITRATION

8.1 See Exhibit "A," dated August 20, 1997, to the Contract attached hereto.
Arbitraction is replaced by Mediation for 'Dispute Resolution'. 

8.2 

8.3 

8.4 


                                   ARTICLE 9
                           TERMINATION, SUSPENSION OR
                                  ABANDONMENT

9.1 This Agreement may be terminated by either party upon not less than thirty
days' written notice should the other party fail substantially to perform in
accordance with the terms of this Agreement through no fault of the party
initiating the termination.

9.2 If the Project is suspended by the Owner for more than 30 consecutive days,
the Construction Manager shall be compensated for services performed prior to
notice of such suspension. When the Project is resumed, the Construction
Manager's compensation shall be equitably adjusted to


- ------------------------------------------------------------------------------

AIA DOCUMENT B801/CMa - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1992 EDITION -
AIA - COPYRIGHT 1992 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C.,
20006-5292. Unlicensed photocopying violates U.S. copyright laws and is subject
to legal prosecution. The document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration
as noted below.


<PAGE>   10


provide for expenses incurred in the interruption and resumption of the
Construction Manager's services.

9.3 This Agreement may be terminated by the Owner upon not less than thirty
days' written notice to the Construction Manager in the event that the Project
is permanently abandoned. If the Project is abandoned by the Owner for more than
90 consecutive days, the Construction Manager may terminate this Agreement by
giving written notice.

9.4 Failure of the Owner to make payments to the Construction Manager in
accordance with this Agreement shall be considered substantial nonperformance
and cause for termination.

9.5 If the Owner fails to make payment when due the Construction Manager for
services and expenses, the Construction Manager may, upon seven days' written
notice to the Owner, suspend performance of services under this Agreement.
Unless payment in full is received by the Construction Manager within seven days
of the date of the notice, the suspension shall take effect without further
notice. In the event of a suspension of services, the Construction Manager shall
have no liability to the Owner for delay or damage caused to the Owner because
of such suspension of services.

9.6 In the event of termination not the fault of the Construction Manager, the
Construction Manager shall be compensated for services performed prior to
termination, together with Reimbursable Expenses then due and all Termination
Expenses as defined in Paragraph 9.7.

9.7 Termination Expenses are those costs directly attributable to termination
for which the Construction Manager is not otherwise compensated.


                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

10.1 Unless otherwise provided, this Agreement shall be governed by the law of
the place where the Project is located.


10.2 Terms in this Agreement shall have the same meaning as those in the edition
of AIA Document A201/CMa, General Conditions of the Contract for Construction,
Construction Manager-Adviser Edition, current
as of the date of this Agreement.

10.3 Causes of action between the parties to this Agreement pertaining to acts
or failures to act shall be deemed to have accrued and the applicable statutes
of limitations shall commence to run not later than either the date of
Substantial Completion for acts or failures to act occurring prior to
Substantial Completion, or the date of issuance of the final Project Certificate
for Payment for acts or failures to act occurring after Substantial Completion.

10.4 Waivers of Subrogation. The Owner and Construction Manager waive all rights
against each other and against the Contractors, Architect, consultants, agents
and employees of any of them, for damages, but only to the extent covered by
property insurance during construction, except such rights as they may have to
the proceeds of such insurance as set forth in the edition of AlA Document
A201/CMa, General Conditions of the Contract for Construction, Construction
Manager-Adviser Edition, current as of the date of this Agreement. The Owner and
Construction Manager each shall require similar waivers from their Contractors,
Architect, consultants, agents, and persons or entities awarded separate
contracts administered under the Owner's own forces.

10.5 The Owner and Construction Manager, respectively, bind themselves, their
partners, successors, assigns and legal representatives to the other party to
this Agreement and to the partners, successors, assigns and legal
representatives of such other party with respect to all covenants of this
Agreement. Neither Owner nor Construction Manager shall assign this Agreement
without the written consent of the other.


10.6 This Agreement represents the entire and integrated agreement between the
Owner and Construction Manager and supersedes all prior negotiations,
representations or agreements, either written or oral. This Agreement may be
amended only by written instrument signed by both Owner and Construction
Manager.

10.7 Nothing contained in this Agreement shall create a contractual relationship
with or a cause of action in favor of a third party against either the Owner or
Construction Manager.


10.8 Unless otherwise provided in this Agreement, the Construction Manager and
the Construction Manager's consultants shall have no responsibility for the
discovery, presence, handling, removal or disposal of or exposure of persons to
hazardous materials in any form at the Project site, including but not limited
to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic
substances.

Insert A: For the purpose of this Contract Agreement the following shall apply:

Insert B: "Construction Manager" shall mean HCB
Contractors.


- ------------------------------------------------------------------------------

AIA DOCUMENT B801/CMa - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1992 EDITION -
AIA - COPYRIGHT 1992 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C.,
20006-5292. Unlicensed photocopying violates U.S. copyright laws and is subject
to legal prosecution. The document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration
as noted below.


<PAGE>   11



Insert C: "Contractor" or "Contractors" shall mean the persons or entities who
perform the Work under the Construction Contract Agreements and shall include
all trade Contractors, Subcontractors, Sub-Subcontractors material vendors, and
equipment suppliers.

Insert D: "Owner" shall mean Progressive Casualty
Insurance Company.

Insert E: "Architect" shall mean Herman Gibans Fodor,
Inc.

Insert F: As Construction Manager, HCB Contractors will hold all the contracts
with the Contractors.

                                   ARTICLE 11
                                   INSURANCE

11.1    CONSTRUCTION MANAGER'S LIABILITY
        INSURANCE

11.1.1 The Construction Manager shall purchase from and maintain in a company or
companies lawfully authorized to do business in the jurisdiction in which the
Project is located such insurance as will protect the Construction Manager from
claims set forth below which may arise out of or result from the Construction
Manager's operations under this Agreement and for which the Construction Manager
may be legally liable.

     .1   claims under workers compensation, disability benefit and other
          similar employee benefit acts which are applicable to the operations
          to be performed;

     .2   claims for damages because of bodily injury, occupational sickness or
          disease, or death of the Construction Manager's employees;

     .3   claims for damages because of bodily injury, sickness or disease, or
          death of any person other than the Construction Manager's employees;

     .4   claims for damages insured by usual personal injury liability coverage
          which are sustained (1) by a person as a result of an offense directly
          or indirectly related to employment of such person by the Construction
          Manager, or (2) by another person;

     .5   claims for damages, other than to the Work itself, because of injury
          to or destruction of tangible property, including loss of use
          resulting therefrom;

     .6   claims for damages because of bodily injury, death of a person or
          property damage arising out of ownership, maintenance or use of a
          motor vehicle.

11.1.2 The insurance required by Subparagraph 11.1.1 shall be written for not
less than limits of liability specified in Article 14 or required by law,
whichever coverage is greater. Coverages, whether written on an occurrence or
claims-made basis, shall be maintained without interruption from date of
commencement of operations under this Agreement until date of final payment and
termination of any coverage required to be maintained after final payment.

Insert G: See Attachment A for modifications to Article 11 Insurance.

                                   ARTICLE 12
                      PAYMENTS TO THE CONSTRUCTION MANAGER

12.1 DIRECT PERSONNEL EXPENSE

12.1.1 Direct Personnel Expense is defined as the direct salaries of the
Construction Manager's personnel engaged on the Project and the portion of the
cost of their mandatory and customary contributions and benefits related
thereto, such as employment taxes and other statutory employee benefits,
insurance, sick leave, holidays, vacations, pensions and similar contributions
and benefits.

12.2 REIMBURSABLE EXPENSES

12.2.1 Reimbursable Expense are in addition to compensation for Basic and
Additional Services and include expenses incurred by the Construction Manager
and Construction Manager's employees and consultants in the interest of the
Project, as identified in the following Clauses.


12.2.1.1 Expense of transportation in connection with the Project, expenses in
connection with authorized out-of-town travel; long-distance communications; and
fees paid for securing approval of authorities having jurisdiction over the
Project.

12.2.1.2 Expense of reproductions, postage, express deliveries, electronic
facsimile transmissions and handling of Drawings, Specifications and other
documents.

12.2.1.3 If authorized in advance by the Owner, expense of overtime work
requiring higher than regular rates.

12.2.1.4 Expense of additional insurance coverage or limits requested by the
Owner in excess of that normally carried by the Construction Manager.

12.3  PAYMENTS ON ACCOUNT OF BASIC SERVICES
12.3.1
12.3.2  Payments for Basic Services



- ------------------------------------------------------------------------------
AIA DOCUMENT B801/CMa - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1992 EDITION -
AIA - COPYRIGHT 1992 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C.,
20006-5292. Unlicensed photocopying violates U.S. copyright laws and is subject
to legal prosecution. The document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration
as noted below.


<PAGE>   12



shall be made monthly and, where applicable, shall be in proportion to services
performed within each phase of service, on the basis set forth in Subparagraph
13.2.1.


12.3.3 If and to the extent that the time initially established in Subparagraph
13.5.1 of this Agreement is exceeded or extended through no fault of the
Construction Manager, compensation for any services rendered during the
additional period of time shall be computed in the manner set forth in
Subparagraph 13.3.1.

12.3.4 When compensation is based on a percentage of Construction Cost and any
portions of the Project are deleted or otherwise not constructed, compensation
for those portions of the Project shall be payable to the extent services are
performed on those portions, in accordance with Subparagraph 13.2.1, based on
(1) the lowest bona fide bids or negotiated proposals, or (2) if no such bids or
proposals are received, the latest approved estimate of such portions of the
Project.

12.4    PAYMENTS ON ACCOUNT OF ADDITIONAL
        SERVICES AND REIMBURSABLE
        EXPENSES

12.4.1 Payments on account of the Construction Manager's Additional Services and
for Reimbursable Expenses shall be made monthly upon presentation of the
Construction Manager's statement of services rendered or expenses incurred.

12.5    PAYMENTS WITHHELD

12.5.1 No deductions shall be made from the Construction Manager's compensation
on account of penalty, liquidated damages or other sums withheld from payments
to Contractors, or on account of the cost of changes in Work other than those
for which the Construction Manager has been found to be liable.

12.6    CONSTRUCTION MANAGER'S
        ACCOUNTING RECORDS

12.6.1 Records of Reimbursable Expenses and expenses pertaining to Additional
Services and services performed on the basis of a multiple of Direct Personnel
Expense shall be available to the Owner or the Owner's authorized representative
at mutually convenient times.


                                   ARTICLE 13
                             BASIS OF COMPENSATION

The Owner shall compensate the Construction Manager as follows:

13.1 AN INITIAL PAYMENT of ZERO Dollars ($ 0.00) shall be made upon execution of
this Agreement and credited to the Owner's account at final payment.

13.2    BASIC COMPENSATION

13.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services
included in Article 14 as part of Basic Services, Basic Compensation shall be
computed as follows:

For Pre-Construction Phase Services:
(Insert basis of compensation, including stipulated sums, multiples or
percentages.)
The Construction Manager shall be reimbursed for the actual cost of services he
performs during the pre-construction phase. Actual cost shall mean to include
salaries and burdens for all personnel while working on the project during
pre-construction, reproduction costs, expenses for traveling in conjunction with
this project, etc. The Construction Manager shall not bill for a fee for the
pre-construction phase.

For Construction Phase Services:
(Insert basis of compensation, including stipulated sums, multiples or
percentages.)
The Construction Manager's General Conditions Cost is considered a Cost of the
Work and is therefore reimbursable during this phase of Work. The Construction
Manager's Fee for the Construction Phase is Three hundred fifty one thousand one
hundred seventy seven and 00/100 Dollars ($351,177.00), which is a Lump Sum
Amount and is payable to the Construction Manager in equal installments over
this Phase. No retainage shall be held from any Sums due the Construction
Manager.

13.3    COMPENSATION FOR ADDITIONAL SERVICES

13.3.1 FOR ADDITIONAL SERVICES OF THE CONSTRUCTION MANAGER, as described in
Article 3, and any other services included in Article 14 as Additional Services,
compensation shall be computed as follows: The reimbursable costs associated
with


- ------------------------------------------------------------------------------

AIA DOCUMENT B801/CMa - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1992 EDITION -
AIA - COPYRIGHT 1992 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C.,
20006-5292. Unlicensed photocopying violates U.S. copyright laws and is subject
to legal prosecution. The document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration
as noted below.


<PAGE>   13



this paragraph, 13.3.1. shall be negotiated with the Owner prior to any
expenditures of same. 
(Insert basis of compensation, including rates and/or multiples of Direct
Personnel Expense for Principals and employees, and identify Principals and
classify employees, if required. Identify specific services to which particular
methods of compensation apply, if necessary.)

13A REIMBURSABLE EXPENSES

13A.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph 12.2, and any other
items included in Article 14 as Reimbursable Expenses, a multiple of one (1.00)
times the expenses incurred by the Construction Manager and the Construction
Manager's employees and consultants in the interest of the Project. The
multiplier enumerated in this paragraph pertains to pre-construction services
only.

13.5 ADDITIONAL PROVISIONS

13.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed
within eighteen (18) months of the date hereof, through no fault of the
Construction Manager, extension of the Construction Manager's services beyond
that time shall be compensated as provided in Subparagraphs 12.3.3 and 13.3.1.

13.5.2 Payments are due and payable Fifteen (15) days from the date of the
Construction Manager's invoice. Amounts unpaid Thirty (30) days after the
invoice date shall bear interest at the rate entered below, or in the absence
thereof at the legal rate prevailing from time to time at the principal place of
business of the Construction Manager.
(Insert rate of interest agreed upon.)
Eight Percent (8%)

(Usury laws and requirements under the Federal Truth in Lending Act, similar
state and local consumer credit laws and other regulations at the Owner's and
Construction Manager's principal places of business, the location of the Project
and elsewhere may affect the validity of this provision. Specific legal advice
should be obtained with respect to deletions or modifications, and also
regarding requirements such as written disclosures or waivers.)

13.5.3 The rates and multiples set forth for Additional Services shall be
annually adjusted in accordance with normal salary review practices of the
Construction Manager.


                                   ARTICLE 14
                          OTHER CONDITIONS OR SERVICES

(Insert descriptions of other services, identify Additional Services included
within Basic Compensation and modifications to the payment and compensation
terms included in this Agreement.)


14.1    LIMITS ON INSURANCE

The insurance required by Article 11 shall be written for not less than the
following limits, or greater if required by law:
(Insert the specific dollar amounts for the appropriate insurance limits of
liability.)
General Liability - $2,000,000.00; Automobile Liability - $1,000,000.00;
Umbrella Coverage - $15,000,000.00; Workman's Compensation Insurance -
Statutory; Employer's Liability - $1,000,000.00.

This Agreement entered into as of the day and year first written above.

OWNER                                         CONSTRUCTION MANAGER

/s/ Charles B. Chokel                         /s/ C. Samuel Ellison
- --------------------------------              ---------------------------------
(Signature)                                   (Signature)

Charles B. Chokel, Treasurer                  C. Samuel Ellison, Vice-President
(Printed name and title)                      (Printed name and title)


- ------------------------------------------------------------------------------

AIA DOCUMENT B801/CMa - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1992 EDITION -
AIA - COPYRIGHT 1992 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C.,
20006-5292. Unlicensed photocopying violates U.S. copyright laws and is subject
to legal prosecution. The document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration
as noted below.



<PAGE>   14


                      Exhibit "A" To The Contract between
                 Progressive Casualty Insurance Co. (the Owner)
                                      and
                   HCB Contractors (the Construction Manager)

August 20, 1997

This Exhibit shall replace Article 8, Arbitration, of the Standard form of
Agreement Between Owner and Construction Manager where the Construction Manager
is NOT a Constructor, AIA Document B801/Cma, 1992 Edition.

     Article 8 - DISPUTE RESOLUTION. Any dispute arising out of or relating to
     this Agreement shall be resolved in accordance with the procedures
     specified in this Article 8, which shall be the sole and exclusive
     procedure for the resolution of any such dispute.

     8.1  - NEGOTIATION BETWEEN EXECUTIVES. The parties shall attempt in good
          faith to resolve any dispute arising out of or relating to this
          Agreement promptly by direct negotiation between executives who have
          authority to settle the controversy and who are at a higher level of
          management than the persons with direct responsibility for
          administration of this Agreement. Any party may give the other party
          written notice of any dispute not resolved in the normal course of
          business. Within fifteen (15) days after delivery of the notice, the
          receiving party shall submit to the other a written response. The
          notice and the response shall include (a) a statement of each party's
          position and a summary of arguments supporting that position, and (b)
          the name and title of the executive who.will represent that party and
          of any other person who will accompany the executive. Within thirty
          (30) days after the delivery of the disputing party's notice, the
          executives of both parties shall meet at a mutually acceptable time
          and place, and thereafter as often as they reasonably deem necessary,
          to attempt to resolve the dispute. All reasonable requests for
          information made by one party to the other will be honored. All
          negotiations pursuant to this clause are confidential and shall be
          treated as compromise and settlement negotiations for purposes of
          applicable rules of evidence.

     8.2  - MEDIATION WITH DESIGNATED NEUTRAL. If the dispute has not been
          resolved by negotiation within forty-five (45) days of the disputing
          party's notice, or if the parties fail to meet within twenty (20)
          days, the parties shall endeavor to settle the dispute by mediation
          using a mediator and mediation mutually agreeable to the parties. In
          the event that the parties are unable or unwilling to agree on a
          mediator or the mediation procedure to employ, then the parties shall
          endeavor to settle the dispute by mediation under the then current
          American Arbitration Association Commercial Mediation Rules. The cost
          of the mediators s services incurred in conjunction with any mediation
          conducted under this Article 8 shall be shared equally by the parties.


                                     Page 1



<PAGE>   15


Exhibit `A' continued
August 20, 1997



     8.3  - If the dispute has not been resolved by non-binding means as
          provided herein within ninety (90) days of the initiation of such
          procedure, either party may initiate litigation upon ten (10) days
          written notice to the other party; provided, however, that if one
          party has requested the other to participate in a non-binding
          procedure and the other has failed to participate, the requesting
          party may initiate litigation before the expiration of the above
          period.

     8.4  - All applicable statutes of limitation and defenses upon the passage
          of time shall be tolled while the procedures specified in this Article
          8 are pending. The parties will take such action, if any, required to
          effectuate such tolling.

     8.5  - Each party is required to continue to perform its obligations under
          this contract pending final resolution of any dispute arising out of
          or related to this Agreements unless to do so would be impossible or
          impracticable under the circumstances.


                                     Page 2

<PAGE>   16



                                  ATTACHMENT A

The Insurance section of the Contract and/or General Conditions is herewith
modified by the following:

                                   INSURANCE
                                   ---------


11.1    HCB CONTRACTOR'S LIABILITY INSURANCE
        ------------------------------------

11.1.1  The Construction Manager shall purchase from and maintain in a company
        or companies lawfully authorized to do business in the jurisdiction in
        which the Project is located such insurance as will protect him from
        claims set forth below which may arise out of or result from the
        Construction Manager's operations under the contract, whether such
        operations be by himself or by any Subcontractor or by anyone directly
        or indirectly employed by any of them, or by anyone for whose acts any
        of them may be liable to cover:

        A.      Workers Compensation Insurance insuring the Construction
                Manager's full liability under the Workers Compensation and
                Occupational Disease Laws of the State where the Work is
                performed and Employer's Liability with limits of liability of:

                1.      $500,000. Each accident for bodily injury by accident.

                2.      $500,000. Each employee for bodily injury by disease,
                        subject to a policy limit of $500,000 for bodily injury
                        by disease.

        B.      Commercial liability insurance. Coverage shall be on an
                "occurrence" basis and shall insure Contractor for Work
                performed under the contract against:

                1.      Claims for damages because of bodily injury, sickness or
                        disease, or death of any person other than his
                        employees;

                2.      Claims for damages insured by usual personal injury
                        liability coverage which are sustained (1) by any person
                        as a result of any offense directly or indirectly
                        related to the employment of such person by the
                        Contractor or (2) by any other person;

                3.      Claims for damages, other than to the Work itself,
                        because of injury to or destruction of tangible
                        property, including loss of use resulting therefrom; and

                4.      The Commercial Liability policy shall contain the
                        Personal Injury and Broad Form Property Damage
                        Endorsements modified as set forth below, and the policy
                        shall not contain any Property Damage Liability
                        exclusions pertaining to loss by explosion, collapse or
                        underground damage. The policy shall include coverage
                        for:


                                      -1A-

<PAGE>   17



                                  ATTACHMENT A

                        a.      Completed Operations Liability. With respect to
                                Completed Operations Liability, when the entire
                                Work has been determined complete by the
                                Architect and Construction Manager and accepted
                                by the Owner, Construction Manager agrees to
                                furnish evidence of such insurance coverage for
                                twenty-four (24) months following date of
                                acceptance by the Owner.

                        b.      Construction Manager's Protective Liability to
                                cover Construction Manager's Liability arising
                                out of Work performed by its Subcontractors.

                        c.      Blanket Contractual Liability, including
                                insurance for the Indemnification Agreement as
                                set forth in the applicable Article.

                        d.      Personal Injury Liability with Exclusions (a) 4
                                contractual deleted.

                        e.      Broad Form Property Damage extended to apply to
                                Completed Operations.

                        f.      Limits of Liability shall not be less than:
                                Bodily Injury, Personal Injury and Property
                                Damage combined.

                                $1,000,000. Each occurrence
                                $1,000,000. Aggregate


        C.      Claims for damages because of bodily injury or death of any
                person or property damage arising out of the ownership,
                maintenance or use of any motor vehicle.

                1.      Coverage shall be for all owned, hired and non-owned
                        vehicles.

                2.      Limits of liability shall not be less than: Bodily
                        injury and property damage combined, 
                        $1,000,000. Each occurrence.

        D.      "Umbrella" Excess Liability Policy shall insure the Construction
                Manager for an amount of not less than $20,000,000 combined
                single limit Bodily Injury/Property Damage excess of Primary
                Employers' Liability and Commercial General Liability and
                Automobile insurance as set forth in paragraphs 11.1.1A, 11.1.1B
                and 11.1.1C.

11.1.2  The Insurance required by Subparagraph 11.1.1 shall be written for not
        less than limits of liability required by law.


                                      -2A-

<PAGE>   18



                                  ATTACHMENT A


11.1.3  Certificates of Insurance acceptable to the Owner shall be filed with
        the Owner prior to commencement of the Work and during the term of the
        Project. These Certificates shall contain a provision that coverage
        afforded under the policies will not be canceled until at least 30 days
        prior written notice has been given to the Owner.

11.2    OWNER'S LIABILITY INSURANCE
        ---------------------------

11.2.1  The Owner shall be responsible for purchasing and maintaining the
        Owner's usual liability insurance. Optionally, the Owner may purchase
        and maintain other insurance for self protection against claims which
        may arise from operations under the-Contract. The Construction Manager
        shall not be responsible for purchasing and maintaining this optional
        Owner's liability insurance unless specifically required by the Contract
        Documents.

11.2.2  Subject to the Construction Manager providing insurance as described in
        Subparagraphs 11.1.1.B and 11.1.1.D, the Owner shall be included as an
        additional insured.


11.3    PROPERTY INSURANCE
        -------------------

11.3.1  Prior to commencement of the Work, the Owner shall purchase from and
        maintain in a company or companies lawfully authorized to do business in
        the jurisdiction in which the Project is located Property Insurance upon
        the entire Work, (1) at the site, (2) portions of the Work stored off
        the site, or (3) in transit, to the full insurable value thereof.

        This insurance shall include the interests of the Owner, the
        Construction Manager and its Subcontractors and Sub-subcontractors in
        the Work and shall insure against the perils of Fire and Extended
        Coverage and shall include "All Risk" insurance for physical loss or
        damage including without duplication of coverage, Collapse, Theft,
        Vandalism, Malicious Mischief, Debris Removal, Flood, Earthquake, Land
        Movement.

        Such insurance shall be in force until substantial completion and
        acceptance of the Work by Owner, and the insurable interests of the
        Construction Manager and Subcontractors has ceased, unless alternate and
        equivalent coverage, as described in paragraph 11.6, is provided by
        Owner, for the benefit of Owner, Construction Manager and all tiers of
        Subcontractors. Coverage will include all materials that are intended
        for specific installation in the Project while such materials are
        located at the project site and while in transit or temporarily located
        away from the Project Site for the purpose of repair, adjustment or
        storage at the risk of one of the insured parties.

        This insurance will not include any tools or clothing of workmen or any
        tools, equipment, protective fencing, scaffolding, temporary structures,
        temporary forms


                                      -3A-

<PAGE>   19



                                  ATTACHMENT A

         and equipment owned, rented or used by the Construction Manager or any
         Subcontractor and used in the performance of the Work, unless the value
         of such items is included in the cost of the Work.

         If it is the Owners responsibility to purchase the insurance required
         by paragraph 11.3 and the Owner does not intend to purchase such
         insurance for the full insurable value of the entire Work, he shall
         inform the Construction Manager in writing prior to commencement of the
         Work. The Construction Manager may then effect insurance which will
         protect the interest of himself and his Subcontractors in the Work, and
         by appropriate Change Order the cost thereof shall be charged to the
         Owner. If the Construction Manager is damaged by failure of the Owner
         to purchase or maintain such insurance and to so notify the
         Construction Manager, then the Owner shall bear all reasonable costs
         properly attributable thereto.

11.3.1.1 Should Owner elect to provide any materials, furniture, fixtures and/or
         equipment, to be installed by Construction Manager, its Subcontractors
         or Sub- subcontractors, the cost of which is not included in the
         Contract Price, the value of such materials, furniture, fixtures and/or
         equipment will be included in the amount of Builder's Risk limit of
         liability if the Policy is to be purchased and maintained by the Owner.
         If the Policy is to be purchased by the Construction Manager, Owner
         shall notify Construction Manager in writing prior to their delivery at
         the job site, the value of such materials, furniture, fixtures and/or
         equipment, and same will be included in the amount of Builder's Risk
         limit of liability as shown on the policy to be purchased and
         maintained by the Construction Manager. Premiums for such insurance
         provided under this subparagraph shall be borne by the Owner.

11.3.1.2 Should Owner elect to have separate Contractor or Contractors install
         Owner furnished materials, furniture, fixtures and/or equipment, the
         value of same plus installation will be covered under a policy written
         for this project, and such insurance policy shall contain an
         endorsement waiving the carrier's right of subrogation against all
         parties to this contract, including but not limited to, Owner,
         Construction Manager, its Subcontractors and Sub-subcontractors, in
         accordance with Subparagraph 11.3.5 herein. (This Insurance is to cover
         the insurable value of all separate contracts not included in the
         property insurance policy(s) purchased in accordance with Article
         11.3.1 herein.) The Owner shall file a copy of the Waiver of
         Subrogation Endorsement, as set forth in this Subparagraph 11.3.1.2,
         with the Construction Manager before an exposure to loss may occur.
         Owner, their separate contractor, and all sub-tier subcontractors and
         suppliers will be required to provide appropriate indemnification,
         insurance, and waivers of subrogation as may be required by
         Construction Manager.

11.3.2   The Owner shall purchase and maintain such Boiler and Machinery
         (Heating, Ventilation, Air Conditioning Equipment and other Machinery)
         insurance as may be required by the Contract Documents or by law. This
         insurance shall include the interests of the Owner, the Construction
         Manager, Subcontractors and Sub- subcontractors in the Work, and the
         Owner and Construction Manager shall be named insureds.

                                      -4A-

<PAGE>   20



                                  ATTACHMENT A


11.3.3   Any loss insured under Subparagraph 11.3.1 is to be adjusted by the
         Owner and or Construction Manager and made payable to the Owner or
         Construction Manager, as trustee for the insureds, subject to the
         requirements of any applicable mortgagee clause. The Construction
         Manager shall pay each Subcontractor a just share of any insurance
         monies received by the Construction Manager, and by appropriate
         agreement, written where legally required for validity, shall require
         each Subcontractor to make payments to his Subcontractors in similar
         manner.

11.3.4   Not withstanding any other contract provisions, any deductibles shall
         be the responsibility of the Owner.

11.3.4.1 Before an exposure to loss may occur, the Owner or Construction Manager
         as appropriate shall file with the other party a copy of each policy
         that includes insurance coverage required by this Paragraph 11.3. Each
         policy shall contain all generally applicable conditions, definitions,
         exclusions and endorsements related to this Project. Each policy shall
         contain a provision that the policy will not be canceled or allowed to
         expire until at least 30 days' prior written notice has been given to
         the Construction Manager.

11.3.5   The Owner and Construction Manager waive all rights against (1) each
         other and the Subcontractors, Sub-subcontractors, agents and employees
         each of the other, and separate contractors, if any, and their
         Subcontractors, Sub-subcontractors, agents and employees, for damages
         caused by fire or other perils to the extent covered by insurance
         obtained pursuant to Paragraph 11.3 or any other property insurance
         applicable to the site where the Work is performed, except such rights
         as they may have to the proceeds of such insurance held by the Owner as
         the trustee. The Owner or the Construction Manager as appropriate,
         shall require of the separate Contractors, Subcontractors and
         Sub-subcontractors by appropriate agreements, written where legally
         required for validity, similar waivers each in favor of all other
         parties enumerated in this Subparagraph 11.3.5. The policies shall
         provide such waivers of subrogation by endorsement or otherwise. A
         waiver of subrogation shall be effective as to a person or entity even
         though that person or entity would otherwise have a duty of
         indemnification, contractual or otherwise, did not pay the insurance
         premium directly or indirectly, and whether or not the person or entity
         had an insurable interest in the property damaged.

11.3.6   The Owner as trustee shall provide information or otherwise comply with
         reasonable requests in writing by any party in interest regarding an
         accounting of the payment and distribution of insurance proceeds.

11.3.7   If after such loss no other special agreement is made, replacement of
         damaged Work shall be covered by an appropriate Change Order.

11.3.8   If the Owner finds it necessary to occupy or use a portion or portions
         of the Work prior to Substantial Completion thereof, such occupancy
         shall not commence prior to the time mutually agreed to by the Owner
         and Construction Manager and to which the insurance company or
         companies providing the property insurance have

                                      -5A-

<PAGE>   21



                                  ATTACHMENT A

         consented by endorsement to the policy or policies. This insurance
         shall not be canceled or lapsed on account of such partial occupancy.
         Consent of the Construction Manager and of the insurance company or
         companies to such occupancy or use shall not be unreasonably withheld.

11.3.8.1 Upon occupation of a portion of the Work by Owner or any tenant of
         Owner, Owner shall indemnify and hold harmless the Construction
         Manager, its Subcontractors and Sub-subcontractors for any claims for
         bodily injury and/or property damage resulting from such occupancy, and
         not due to the negligence of the Construction Manager, its
         Subcontractors or Sub-subcontractors.

11.3.9   Owner and Construction Manager shall define any Risks other than those
         described in Subparagraph 11.3.1, 11.3.1.1, 11.3.1.2 and 11.3.2 or
         other special hazards, and shall, if possible, include such coverage in
         the Property Insurance Policy provided per Subparagraph 11.3.1, or
         purchase and maintain available insurance. Such insurance shall
         include, but not be limited to Ocean Open Cargo coverage. All such
         policies shall insure the interests of the Owner, Construction Manager
         and its Subcontractors in the Work, and shall insure for physical loss
         or damage.


11.4     LOSS OF USE INSURANCE
         ---------------------

11.4.1   The Owner, at his option, may purchase and maintain, such insurance as
         will insure Owner against loss of use of his property including, but
         not limited to, loss of income, additional interim interest expense,
         insurance premiums, or expenses pursuant to any agreement with tenants.

         The Owner waives all rights of action against the Construction Manager
         for loss of use of his property including consequential losses due to
         fire or other hazards however caused, to the extent covered by
         insurance under this Paragraph 11.4.

11.5     SUBCONTRACTORS INSURANCE
         ------------------------

11.5.1   The following forms of insurance are required to be furnished by all
         Subcontractors:

         A.       WORKERS COMPENSATION INSURANCE - to cover full liability under
                  Workers Compensation Laws of the State where the Work is
                  performed and Employer's Liability coverage with limits of
                  liability of:

                   $500,000. Each accident for bodily injury by accident
                   $500,000. Each employee for bodily injury by disease, subject
                   to a policy limit of $500,000 for bodily injury by disease.

         B.       COMMERCIAL GENERAL LIABILITY INSURANCE. Coverage shall be on
                  an "Occurrence" basis and shall insure Subcontractor for Work
                  performed under the Contract against claims for Bodily Injury,
                  including death of any

                                      -6A-

<PAGE>   22



                                  ATTACHMENT A

         person other than Subcontractor's employees, and Property Damage for
         injury to or destruction of tangible property, other than the Work
         itself. The policy shall contain the Personal Injury and Broad Form
         Property Damage Endorsements modified as set forth below, and the
         policy shall not contain any Property Damage Liability exclusions
         pertaining to loss by Explosion, Collapse or Underground Damage. The
         policy shall include coverage for:

         1.       Completed Operations Liability

         2.       Construction Manager's Protective Liability to cover
                  Subcontractor's liability arising out of Work performed by its
                  Subcontractors.

         3.       Blanket Contractual Liability insuring the Indemnification
                  Agreement contained in the Subcontract.

         4.       Personal Injury Liability with exclusion (a) 4 contractual
                  deleted.

         5.       Broad Form Property Damage Extended to apply to Completed
                  Operations.

         6.       Automobile Liability insuring Subcontractor for operations of
                  all owned, hired and non-owned vehicles.

         7.       LIMITS OF LIABILITY shall not be less than:

                  a.       Bodily Injury, Personal Injury and Property Damage
                           combined, except Automobile

                           $1,000,000. Each Occurrence
                           $1,000,000. Aggregate

                  b.       Bodily Injury and Property Damage combined,
                           Automobile

                           $1,000,000. Each Occurrence

                  However, Construction Manager has the option to require
                  modified Limits of Liability from designated Subcontractors.

         C.       Certificates of Insurance shall be filed with the Construction
                  Manager prior to commencement of Subcontractor's work.



11.6    TRANSITION INSURANCE
        --------------------

                                      -7A-

<PAGE>   23



                                  ATTACHMENT A

11.6.1   When Owner, Construction Manager and Architect have certified that the
         Work is substantially complete, Owner, shall purchase and maintain such
         insurance as will insure him against loss of the Work due to fire or
         other hazards, however caused.

11.6.2   Until such time as Construction Manager has received final payment from
         Owner, said insurance purchased and maintained by Owner under
         subparagraph 11.6.1, shall insure the interests of the Construction
         Manager, its Subcontractors and Sub- subcontractors. The carrier
         providing this insurance shall endorse the policy waiving the carrier's
         right of recovery from the Owner, the Construction Manager, its
         Subcontractors and Sub-subcontractors until such time as the
         Construction Manager and all Subcontractors have been paid in full.

11.7     EXPANSION/RENOVATION WORK ON EXISTING STRUCTURES
         ------------------------------------------------

11.7.1   In recognition of any Work to be performed by Construction Manager, its
         Subcontractors and Sub-subcontractors within or adjacent to existing
         structure(s) for the purpose of renovation and/or expansion, Owner
         shall waive any right of subrogation and cause all existing permanent
         property insurance policies covering said structure(s) to be endorsed
         as follows:

                  "It is understood and agreed that the policy is hereby amended
                  to include as additional insureds Construction Manager, its
                  Subcontractors and Sub- subcontractors, during the term of
                  construction with respect to renovation and/or expansion of
                  any property insured under this policy. It is further
                  understood and agreed that this Company waives all rights it
                  may have acquired by payment of loss hereunder against
                  Construction Manager, and all tiers of Subcontractors, their
                  agents and employees."

11.7.2   This paragraph 11.7.1 shall continue in full force and effect until all
         Work to be performed by the Construction Manager and all tiers of
         Subcontractors is determined to be one hundred (100%) complete,
         accepted by the property owner, and the Construction Manager has been
         paid in full for Work performed under The Construction Agreement.

                                      -8A-

<PAGE>   24
                                     [LOGO]

              GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION
                      CONSTRUCTION MANAGER-ADVISER EDITION

                   AIA DOCUMENT A201/CMA - ELECTRONIC FORMAT


- -------------------------------------------------------------------------------
THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES: CONSULTATION WITH AN ATTORNEY IS
ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF
THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.

Copyright 1975, 1980, copyright 1992 by The American Institute of Architects,
1735 New York Avenue N.W., Washington D.C. 20006-5292. Reproduction of the
material herein or substantial quotation of its provisions without written
permission of the AIA violates the copyright laws of the United States and will
be subject to legal prosecution.
- -------------------------------------------------------------------------------




TABLE OF ARTICLES

1.      GENERAL PROVISIONS

2.      OWNER

3.      CONTRACTOR

4.      ADMINISTRATION OF THE CONTRACT

5.      SUBCONTRACTORS

6.      CONSTRUCTION BY OWNER OR BY
        OTHER CONTRACTORS

7.      CHANGES IN THE WORK

8.      TIME

9.      PAYMENTS AND COMPLETION

10.     PROTECTION OF PERSONS AND
        PROPERTY

11.     INSURANCE AND BONDS

12.     UNCOVERING AND CORRECTION OF
        WORK

13.     MISCELLANEOUS PROVISIONS

14.     TERMINATION OR SUSPENSION
        OF THE CONTRACT
- -------------------------------------------------------------------------------
AIA DOCUMENT B801/Cma - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1992 EDITION -
AIA - COPYRIGHT 1992 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C.,
20006-5292. Unlicensed photocopying violates U.S. copyright laws and is subject
to legal prosecution. This document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration
as noted below.



<PAGE>   25


<TABLE>
<CAPTION>

                                     INDEX
<S>                                            <C>
Acceptance of Nonconforming Work                                                      9.6.6, 9.9.3, 12.3
Acceptance of Work                                                   9.6.6. 9.8.2. 9.9.3, 9.10.1, 9.10.3
Access to Work                                                                         3.16, 6.2.1, 12.1
Accident Prevention                                                                            4.6.6, 10
Acts and Omissions                                             3.2.1, 3.2.2, 3.3.2, 3.12.8, 3.18, 4.6.6,
                                                4.6.2., 4.7.9, 8.3.1, 10.1.4, 10.2.5, 13.4.2, 13.7, 14.1
Addenda                                                                                      1.1.1, 3.11
Additional Costs, Claims for                                            4.7.6, 4.7.7, 4.7.9, 6.1.1, 10.3
Additional Inspections and Testing                                           4.6.10, 9.8.2, 12.2.1, 13.5
Additional Time, Claims for                                             4.7.6, 4.7.8, 4.7.9, 8.3.2, 10.3
ADMINISTRATION OF THE CONTRACT                                                        3.3.3, 4, 9.4, 9.5
Advertisement or Invitation to Bid                                                                 1.1.1
Aesthetic Effect                                                                           4.6.20, 4.9.1
Allowances                                                                                           3.8
All-risk Insurance                                                                              11.3.1.1
Applications for Payment                                             4.6.9, 7.3.7, 9.2, 9.3, 9.4, 9.5.1,
                                                    9.6.3, 9.8.3, 9.10.1, 9.10.3, 9.10.4, 11.1.3, 14.2.4
Approvals                                                2.4, 3.3.3, 3.5, 3.10.3, 3.12.4 through 3.12.8,
                                                           3.18.3, 4.6.12, 9.3.2, 11.3.1.4, 13.4.2, 13.5
Arbitration                                                                             4.5, 4.7.4, 4.9,
                                                                          8.3.1, 10.1.2, 11.3.9, 11.3.10
Architect                                                                                            4.1
Architect, and Certificate of Payment                                                              4.6.9
Architect, Definition of                                                                           4.1.1
Architect, Extent of Authority                                              2.4.1, 3.12.6, 4.6.6, 4.7.2,
                                                                5.2, 6.3, 7.1.2, 7.2.1, 7.4, 9.2, 9.3.1,
                                                                  9.4, 9.5, 9.6.3, 9.8.2, 9.8.3, 9.10.1,
                                                                   9.10.3, 12.1, 12.2.1, 13.5.1. 13.5.2,
                                                                                          14.2.2, 14.2.4
Architect, Limitations of Authority and Responsibility                                            3.3.3,
                                                          3.12.8, 3.12.11, 4.6.5, 4.6.6, 4.6.10, 4.6.12,
                                                              4.6.17,4.6.19,4.6.20,4.7.2,5.2.1,7.4,9.6.4
Architect's Additional Services and Expenses                                                  2.4, 9.8.2
                                                        11.3.1.1, 12.2.1, 12.2.4, 13.5.2, 13.5.3, 14.2.4
Architect's Administration
   of the Contract                                                      4.6, 4.7.6, 4.7.7, 4.8, 9.4, 9.5
Architect's Approvals                                                               2.4.1,3.5.1. 3.10.3,
                                                                          3.12.6, 3.12.8, 3.18.3, 4.6.12
Architect's Authority to Reject Work                                        3.5.1, 4.6.10, 12.1.2, 12.2.1 
Architect's Copyright                                                                                 1.3
Architect's Decisions                                                      4.6.10, 4.6.12, 4.6.18, 4.6.19,
                                                                                    4.6.20, 4.7.2, 4.7.6,
                                                                4.8.1, 4.8.4,4.9, 6.3, 8.1.3,8.3.1, 9.2,
                                                                9.4, 9.5.1, 9.8.2, 9.9.1, 10.1.2, 13.5.2,
                                                                                           14.2.2, 14.2.4
Architect's Inspections                                                     4.6.5, 4.6.16, 4.7.6, 9.4.3,
                                                                              9.8.2, 9.9.2, 9.10.1, 13.5
Architect's Instructions                                      4.6.10, 4.6.12, 7.4.1, 9.4.3, 12.1, 13.5.2
Architect's Interpretations                                                        4.6.18, 4.6.19, 4.7.7
Architect's On-Site Observations                                                    4.6.5, 4.6.9, 4.7.6,
                                                                              9.4.3, 9.5.1, 9.10.1, 13.5
Architect's Project Representative                                                                4.6.17
Architect's Relationship with Contractor                                     1.1.2, 3.2.1, 3.2.2, 3.3.3,
                                                               3.5.1, 3.7.3, 3.11, 3.12.8, 3.12.11, 3.16,
                                                                      3.18, 4.6.6, 4.6.7, 4.6.10, 4.6.12,
                                                                4.6.19, 5.2, 6.2.2, 7.3.4, 9.8.2, 10.1.2,
                                                                                          10.1.4, 10.1.5,
                                                                                        11.3.7, 12.1, 13.5
Architect's Relationship with Construction Manager                                         1.1.2, 2.4.1,
                                                                           3.12.6, 3.12.8, 4.6.8, 4.6.10,
                                                                    4.6.14, 4.6.16, 4.6.18, 6.3.1, 9.7.1,
                                                                       9.8, 9.9.1, 9.9.2, 9.10.1, 9.10.2,
                                                                                  9.10.3, 12.2.4, 13.5.1,
                                                                                  13.5.2, 13.5.4, 14.2.4
Architect's Relationship with Subcontractors                                        1.1.2, 4.6.6, 4.6.7,
                                                                      4.6.10, 5.3.1, 9.6.3,9.6.4, 11.3.7
Architect's Representations                                                         9.4.3, 9.5.1, 9.10.1
Architect's Site Visits                                              4.6.5, 4.6.9, 4.6.16, 4.7.6, 9.4.3,
                                                                       9.5.1, 9.8.2, 9.9.2, 9.10.1, 13.5
Asbestos                                                                          10.1.2, 10.1.3, 10.1.4
Attorneys' Fees                                                                   3.18.1, 9.10.2, 10.1.4
Award of Separate Contracts                                                                        6.1.1
Award of Subcontracts and Other Contracts for
   Portions of the Work                                                                              5.2
Basic Definitions                                                                                    1.1
Bidding Requirements                                                         1.1.1, 1.1.7, 5.2.1, 11.4.1
Boiler and Machinery Insurance                                                                    11.3.2
Bonds, Lien                                                                                       9.10.2
Bonds, Performance, and Payment                                            7.3.6.4, 9.10.3, 11.3.9, 11.4
Building Permit                                                                             2.2.3, 3.7.1
Capitalization                                                                                       1.4
Certificate of Substantial Completion                                                              9.8.2
Certificates for Payment                                           4.6.8, 4.6.9, 9.3.3, 9.4, 9.5, 9.6.1,
                                             9.6.6, 9.7.1, 9.8.3, 9.10.1, 9.10.3, 13.7, 14.1.1.3, 14.2.4
Certificates of Inspection, Testing or Approval                                          3.12.11, 13.5.4
Certificates of Insurance                                                          9.3.2, 9.10.2, 11.1.3
Change Orders                                              1.1.1, 2.4.1, 3.8.2.4, 3.11.1, 4.6.13, 4.7.3,
                                                5.2.3, 7.1, 7.2, 7.3.2, 8.3.1, 9.3.1.1, 9.10.3, 11.3.1.2,
                                                                                  11.3.4, 11.3.9, 12.1.2
Change Orders, Definition of                                                                       7.2.1
Changes                                                                                              7.1
CHANGES IN THE WORK                                                             3.11, 4.6.13, 4.6.14, 7,
                                                                                  8.3.1, 9.3.1.1, 10.1.3
Claim, Definition of                                                                               4.7.1
Claims and Disputes                                                         4.7, 4.8, 4.9, 6.2.5, 8.3.2,
                                                                          9.3.1.2, 9.3.3, 9.10.4, 10.1.4
Claims and Timely Assertion of Claims                                                              4.9.6 
Claims for Additional Cost                                              4.7.6, 4.7.7, 4.7.9, 6.1.1, 10.3 
Claims for Additional Time                                              4.6.9, 4.7.6, 4.7.8, 4.7.9, 8.3.2 
Claims for Concealed or Unknown Conditions                                                          4.7.6 
Claims for Damages                                                             3.18, 4.7.9, 6.1.1, 6.2.5,
                                                                                  8.3.2, 9.5.1.2, 10.1.4
Claims Subject to Arbitration                                                        4.7.2, 4.8.4, 4.6.1
Cleaning Up                                                                                    3.15, 6.3
Commencement of Statutory Limitation Period                                                         13.7
Commencement of the Work, Conditions Relating to                                           2.12 , 2.2.1,
                                                      3.2.1, 3.2.2, 3.7.1, 3.10.1, 3.12.6, 4.7.7, 5.2.1, 
                                                        6.2.2, 8.1.2, 8.2.2, 9.2, 11.1.3, 11.3.6, 11.4.1
Commencement of the Work, Definition of                                                            8.1.2
Communications, Owner to Architect                                                                 2.2.6
Communications, Owner to Construction Manager                                                      2.2.6
Communications Facilitating Contract Administration                                       , 4.6.7, 5.2.1
Completion, Conditions Relating to                                                    3.11, 3.15, 4.6.5,
</TABLE>

- -------------------------------------------------------------------------------
AIA DOCUMENT B801/Cma - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1992 EDITION -
AIA - COPYRIGHT 1992 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C.,
20006-5292. Unlicensed photocopying violates U.S. copyright laws and is subject
to legal prosecution. This document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration
as noted below.




<PAGE>   26

<TABLE>
<S>                                            <C>

                                                                       4.6.16, 4.7.2, 9.4.2, 9.8, 9.9.1,
                                                                            9.10, 11.3.5, 12.2.2, 13.7.1
COMPLETION, PAYMENTS AND                                                                               9
Completion, Substantial                                                          4.6.16, 4.7.5.2, 8.1.1,
                                                                  8.1.3, 8.2.3, 9.8, 9.9.1, 12.2.2, 13.7
Compliance with Laws                                                 1.3, 3.6, 3.7, 3.13, 4.1.1, 10.2.2,
                                                11.1, 11.3, 13.1, 13.5.1, 13.5.2, 13.6, 14.1.1, 14.2.1.3
Concealed or Unknown Conditions                                                                    4.7.6
Conditions of the Contract                                                           1.1.1, 1.1.7, 6.1.1
Consent, Written                                             1.3.1, 3.12.8, 3.14.2, 4.7.4. 4.9.5, 9.3.2,
                                                    9.8.2, 9.9.1, 9.10.2, 9.10.3, 10.12, 10.1.3, 11.3.1,
                                                                         11.3.1.4, 11.3.11, 13.2, 13.4.2
CONSTRUCTION BY OWNER OR BY OTHER
  CONTRACTORS                                                                                   1.1.4, 6
Construction Change Directive, Definition of                                                       7.3.1
Construction Change Directives                                          1.1.1, 4.6.13, 7.1, 7.3, 9.3.1.1
Construction Manager                                                                                 4.2
Construction Manager, and Building Permits                                                         2.2.3
Construction Manager, Claims against                                                               4.7.2
Construction Manager, Communications through                                                       4.6.7
Construction Manager, and Construction Schedule                                           3.10.1, 3.10.2
Construction Manager, Definition of                                                                4.2.1
Construction Manager, and Documents and Samples at the
  Site                                                                                            3.11.1
Construction Manager, Extent of Authority                                           3.12.6, 3.12.8, 4.3,
                                         4.6.3, 4.6.11, 7.1.2, 7.2.1, 7.3.1, 8.3.1, 9.2.1, 9.3.1, 9.4.1,
                                       9.4.3, 9.8.2, 9.8.3, 9.9.1, 12.1, 12.2.1,  12.2.4, 14.2.2, 14.2.4
Construction Manager, Limitations of Authority
  and Responsibility                                                               4.6.6, 4.6.10, 13.4.2
Construction Manager, and Submittals                                                              3.10.3
Construction Managers Additional Services
   and Expenses                                                                           12.2.1, 12.2.4
Construction Managers Administration of the Contract                                           4.6, 9.4,
                                                                                                     9.5
Construction Managers Approval                                                             2.4.1, 3.10.3
Construction Managers Authority to Reject Work                                            4.6.10, 12.2.1
Construction Managers Decisions                                                     7.3.6, 7.3.7, 7.3.8,
                                                                                     9.3.1, 9.4.1, 9.5.1
Construction Manager's Inspections                                          4.6.10, 9.4.3, 9.8.2, 9.9.2,
                                                                                                  12.1.1
Construction Manager's On-Site Observations                                                        9.5.1
Construction Manager's Relationship with Architect                                                1.1.2,
                                            4.6.8, 4.6.10, 4.6.11, 4.6.14, 4.6.16, 4.6.18, 6.3.1, 9.2.1,
                                9.4.2, 9.4.3, 9.6.1, 9.6.3, 9.8.2, 9.8.3, 9.9.1, 9.10.1, 9.10.2, 9.10.3,
                                                  11.1.3, 12.2.4, 13.5.1, 13.5.2, 13.5.4, 14.2.2, 14.2.4
Construction Manager's Relationship with Contractor             3.2.1, 3.2.2 3.3.1, 3.3.3, 3.5.1, 3.7.3,
                                                                 3.10.1, 3.10.2, 3.10.3, 3.11.1, 3.12.5,
                                                               3.12.6, 3.12.8, 3.12.9, 3.12.10, 3.12.11,
                                                                 3.13.2, 3.14.2, 3.15.2, 3.16.1, 3.17.1,
                                                                    3.18.1, 3.18.3, 4.6.3, 4.6.4, 4.6.6,
                                           4.6.11, 5.2, 6.2.1, 6.2.2, 7.1.2, 7.2.1, 7.3.4, 7.3.6, 7.3.9,
                          8.3.1, 9.2.1, 9.3.1, 9.4.1, 9.4.2, 9.4.3, 9.7.1, 9.8.2, 9.9.1, 9.10.1, 9.10.2,
                     9.10.3, 10.1.1, 10.1.2, 10.1.5, 10.2.6, 11.3.7, 12.1, 13.5.1, 13.5.2, 13.5.3, 13.5.4
Construction Manager's Relationship with Owner                                             2.2.3, 4.6.1,
                                                                                           4.6.2, 10.1.6
Construction Manager's Relationship with Other
  Contractors and Owner's                                                                          4.6.3
Construction Managers Relationship with
  Subcontractors                                                             4.6.10, 5.3.1, 9.6.3, 9.6.4
Construction Managers Representations                                                       9.4.3, 9.5.1
Construction Manager's Site Visits                                                          9.4.4, 9.5.1
Construction Schedules, Contractor's                                                  3.10, 4.6.3, 4.6.4
Contingent Assignment of Subcontracts                                                                5.4
Continuing Contract Performance                                                                    4.7.4
Contract, Definition of                                                                            1.1.2
CONTRACT, TERMINATION OR
   SUSPENSION OF THE                                                                  4.7.7, 5.4.1.1, 14
Contract Administration                                                               3.3.3, 4, 9.4, 9.5
Contract Award and Execution, Conditions Relating to                                        3.7.1, 3.10,
                                                                        5.2, 9.2, 11.1.3, 11.3.6, 11.4.1
Contract Documents, The                                                                      1.1, 1.2, 7
Contract Documents, Copies Furnished and Use of                                          1.3, 2.2.5, 5.3
Contract Documents, Definition of                                                                  1.1.1
Contract Performance During Arbitration                                                     4.7.4, 4.9.3
Contract Sum                                                                   3.8, 4.7.6, 4.7.7, 4.8.4,
                                                 5.2.3, 7.2, 7.3, 9.1, 9.7, 11.3.1, 12.2.4, 12.3, 14.2.4
Contract Sum, Definition of                                                                        9.1.1
Contract Time                                                                     4.7.6, 4.7.8.1, 4.8.4,
                                                                 7.2.1.3, 7.3, 8.2.1, 8.3.1, 9.7, 12.1.1
Contract Time, Definition of                                                                       8.1.1
CONTRACTOR                                                                                             3
Contractor, Definition of                                                                   3.1.1, 6.1.2
Contractor's Bid                                                                                   1.1.1
Contractor's Construction Schedules                                                                 3.10
Contractor's Employees                                                              3.3.2, 3.4.2, 3.8.1,
                                           3.9, 3.18, 4.6.6, 4.6.10, 8.1.2, 10.2, 10.3, 11.1.1, 14.2.1.1
Contractor's Liability Insurance                                                          11.1, 11.3.1.5
Contractor's Relationship with Separate Contractors
  and Owner's Forces                                                3.12.5, 3.14.2, 4.6.3, 4.6.7, 12.2.5
Contractor's Relationship with Subcontractors                                              1.2.4, 3.3.2,
                                          3.18.1, 3.18.2, 5.2, 5.3, 5.4, 9.6.2, 11.3.7, 11.3.8, 14.2.1.2
Contractor's Relationship with the Architect                          1.1.2, 3.2.1, 3.2.2, 3.3.3, 3.5.1,
                                                          3.7.3, 3.10.1, 3.10.3, 3.11.1, 3.12.6, 3.12.8,
                                        3.12.9, 3.16.1, 3.18, 4.6.6, 4.6.7, 4.6.10, 4.6.12, 4.6.19, 5.2,
                                                6.2.2, 7.3.4, 9.2, 9.3.1, 9.8.2, 9.10.3, 10.1.2, 10.1.5,
                                                                              10.2.6, 11.3.7, 12.1, 13.5
Contractor's Relationship with the Construction
  Manager                                                                    1.1.2, 3.2.1, 3.2.2, 3.3.1,
                                                                     3.3.3, 3.5.1, 3.7.3, 3.7.4, 3.10.1,
                                                                 3.10.2, 3.10.3, 3.11.1, 3.12.5, 3.12.6,
                                                                        3.12.8, 3.12.9, 3.12.11, 3.13.2,
                                                                         3.14.2, 3.15.2, 3.16.1, 3.17.1,
                                                                                  3.18.1, 3.18.3, 4.6.3,
                                                                 4.6.4, 4.6.6, 5.2, 6.2.1, 6.2.2, 7.1.2,
                                                                      7.2.1, 7.3.4, 7.3.6, 7.3.9, 8.3.1,
                                                                      9.2.1, 9.3.1, 9.4.1, 9.4.2, 9.4.3,
                                                            9.7.1, 9.8.2, 9.9.1, 9.10.1, 9.10.2, 9.10.3,
                                                           10.1.1, 10.1.2, 10.1.5, 10.2.6, 11.3.7, 12.1,
                                                                         13.5.1, 13.5.2,  13.5.3, 13.5.4
Contractor's Representations                                         1.2.2, 3.5.1, 3.12.7, 6.2.2, 8.2.1,
                                                                                                   9.3.3

Contractor's Responsibility for Those




</TABLE>


- -------------------------------------------------------------------------------
AIA DOCUMENT B801/Cma - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1992 EDITION -
AIA - COPYRIGHT 1992 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C.,
20006-5292. Unlicensed photocopying violates U.S. copyright laws and is subject
to legal prosecution. This document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration
as noted below.

<PAGE>   27

<TABLE>
<S>                                            <C>

Performing                                                                        3.3.2, 3.18, 4.6.6, 10
Contractor's Review of Contract Documents                                              1.2.2, 3.2, 3.7.3
Contractor's Right to Stop the Work                                                                  9.7
Contractor's Right to Terminate the Contract                                                        14.1
Contractor's Submittals                                          3.10, 3.11, 3.12, 4.6.12, 5.2.1, 5.2.3,
                                         7.3.6, 9.2, 9.3.1, 9.8.2, 9.9.1, 9.10.2, 9.10.3, 10.1.2, 11.4.2
Contractor's Superintendent                                                                  3.9, 10.2.6
Contractor's Supervision and Construction Procedures                                        1.2.4, 3.3,
                                                                            3.4, 4.6.6, 8.2.2, 8.2.3, 10
Contractual Liability Insurance                                               11.1.1.7, 11.2.1, 11.3.1.5
Coordination and Correlation                                          1.2.2, 1.2.4, 3.3.1, 3.10, 3.12.7,
                                                                                                    62.1
Copies Furnished of Drawings and Specifications                                         1.3, 2.2.5, 3.11
Correction of Work                                                 2.3, 2.4, 3.2.1, 4.6.1, 9.8.2, 9.9.1,
                                                                                  12.1.2, 12.2, 13.7.1.3
Cost, Definition of                                                                                7.3.6
Costs                                   2.4, 3.2.1, 3.7.4, 3.8.2, 3.15.2., 4.7.6, 4.7.7, 4.7.8.1, 5.2.3,
                                                                           6.1.1, 6.2.3, 6.3.1, 7.3.3.3,
                                                                               7.3.6, 7.3.7, 9.7, 9.8.2,
                                                             9.10.2, 11.3.1.2, 11.3.1.3, 11.3.4, 11.3.9,
                                                                  12.1, 12.2.1, 12.2.4, 12.2.5, 13.5, 14
Cutting and Patching                                                                         3.14, 6.2.6
Damage to Construction of Owner or Separate
  Contractors                                                          3.14.2, 6.2.4, 9.5.1.5, 10.2.1.2,
                                                                        10.2.5, 10.3, 11.1, 11.3, 12.2.5
Damage to the Work                                           3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.3, 11.3
Damages, Claims for                                           3.18, 4.6.9, 6.1.1, 6.2.5, 8.3.2, 9.5.1.2,
                                                                                                  10.1.4
Damages for Delay                                                             6.1.1, 8.3.3, 9.5.1.6, 9.7
Date of Commencement of the Work, Definition of                                                    8.1.2
Date of Substantial Completion, Definition of                                                      8.1.3
Day, Definition of                                                                                 8.1.4
Decisions of the Architect                                                  4.6, 4.7, 6.3, 8.1.3, 8.3.1,
                                           9.2, 9.4, 9.5.1, 9.8.2, 9.9.1, 10.1.2, 13.5.2, 14.2.2, 14.2.4
Decisions of the Construction Manager                                          4.3, 7.3.6, 7.3.7, 7.3.8,
                                                                              9.3.1, 9.4.1, 9.4.3, 9.5.1
Decisions to Withhold Certification                                                   9.5, 9.7, 14.1.1.3
Defective or Nonconforming Work, Acceptance,
  Rejection and Correction of                                                    2.3, 2.4, 3.5.1, 4.6.1,
                                                  4.6.10, 4.7.5, 9.5, 9.8.2, 9.9.1, 10.2.5, 12, 13.7.1.3
Defective Work, Definition of                                                                      3.5.1
Definitions                                              1.1, 2.1.1, 3.1, 3.5.1, 3.12.1, 3.12.2, 3.12.3,
                                                                 4.1.1, 4.2.1, 4.7.1, 5.1, 6.1.2, 7.2.1,
                                                                           7.3.1, 7.3.6, 8.1, 9.1, 9.8.1
Delays and Extensions of Time                                                   4.7.1, 4.7.8.1, 4.7.8.2,
                                                                    6.1.1, 6.2.3, 7.2.1, 7.3.1.3, 7.3.4,
                                                       7.3.5, 7.3.8, 7.3.9, 8.1.1, 8.3, 10.3.1, 14.1.1.4
Disputes                                                       4.7, 4.8, 4.9, 6.2.5, 6.3, 7.3.8, 9.3.1.2
Documents and Samples at the Site                                                                   3.11
Drawings, Definition of                                                                            1.1.5
Drawings and Specifications, Use and
  Ownership of                                                              1.1.1, 1.3, 2.2.5, 3.11, 5.3
Duty to Review Contract Documents
   and Field Conditions                                                                              3.2
Effective Date of Insurance                                                                8.2.2, 11.1.2
Emergencies                                                                                  4.7.7, 10.3
Employees, Contractor's                                                       3.3.2., 3.4.2, 3.8.1, 3.9,

                                                        3.18.1, 3.18.2, 4.6.6, 8.12, 10.2, 10.3, 11.1.1,
                                                                                                14.2.1.1
Equipment, Labor, Materials and                         1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.12.2, 3.12.3,
                                                                  3.12.7, 3.12.11, 3.13, 3.15.1, 4.6.12,
                                         6.2.1, 7.3.6, 9.3.2, 9.3.3, 11.3, 12.2.4, 14.12, 14.2.1, 14.2.2
Execution and Progress of the Work                                                          12.3, 3.4.1,
                                                               3.5.1, 4.6.5, 4.6.6, 4.7.4, 4.7.8, 6.2.2,
                                                                     7.1.3, 8.2, 8.3, 9.5, 9.9.1, 10.2.3
Execution, Correlation and Intent of the
  Contract Documents                                                                          1.2, 3.7.1
Extensions of Time                                                    4.7.1, 4.7.8, 7.2.1.3, 8.3, 10.3.1
Failure of Payment by Contractor                                                        9.5.1.3, 14.2.12
Failure of Payment by Owner                                                           4.7.7, 9.7, 14.1.3
Faulty Work (See Defective or Nonconforming Work)
Final Completion and Final Payment                                                        4.6.1, 4.6.16,
                                                4.7.2, 4.7.5, 9.10, 11.1.2, 11.1.3, 11.3.5, 12.3.1, 13.7
Financial Arrangements, Owner's                                                                    2.2.1
Fire and Extended Coverage Insurance                                            11.3.1.1, 11.3.5, 11.3.7
GENERAL PROVISIONS                                                                                     1
Governing Law                                                                                       13.1
Guarantees (See Warranty and Warranties)
Hazardous Materials                                                                         10.1, 10.2.4
Identification of Contract Documents                                                               1.2.1
Identification of Subcontractors and Suppliers                                                     5.2.1
Indemnification                                             3.17, 3.18, 9.10.2, 10.1.4, 11.3.1.2, 11.3.7
Information and Services Required of the Owner                                                    2.1.2,
                                                          2.2, 4.7.4, 6.2.6, 9.3.2, 9.6.1, 9.6.4, 9.8.3,
                                                                            9.9.2, 9.10.3, 10.1.4, 11.2,
                                                                                    11.3, 13.5.1, 13.5.2
Injury or Damage to Person or Property                                                             4.7.9
Inspections                                                   3.3.3, 3.3.4, 3.7.1, 4.6.5, 4.6.6, 4.6.16,
                                                        4.7.6, 9.4.3, 9.8.2, 9.9.2, 9.10.1, 12.1.1, 13.5
Instructions to Bidders                                                                           1.1.1 
Instructions to the Contractor                                    3.8.1, 4.6.13, 5.2.1, 7, 12.1, 13.5.2 
Insurance                                        4.7.9, 6.1.1, 7.3.6.4, 9.3.2, 9.8.2, 9.9.1, 9.10.2, 11 
Insurance, Boiler and Machinery                                                                   11.3.2
Insurance, Contractor's Liability                                                        11.1, 11.3.1.13
Insurance, Effective Date of                                                               8.2.2, 11.1.2
Insurance, Loss of Use                                                                            11.3.3
Insurance, Owner's Liability                                                             11.2, 11.3.1.3 
Insurance, Property                                                                        10.2.5, 11.3 
Insurance, Stored Materials                                                             9.3.2, 11.3.1.4 
INSURANCE AND BONDS                                                                                   11
Insurance Companies, Consent to Partial Occupancy                                                  9.9.1,
                                                                                                 11.3.11
Insurance Companies, Settlement with                                                             11.3.10
Intent of the Contract Documents                      1.2.3, 3.12.4, 4.6.10, 4.6.12, 4.6.19, 4.6.20, 7.4
Interest                                                                                            13.6
Interpretation                                           1.2.5, 1.4, 1.5, 4.1.1,4.7.1, 5.1, 6.1.2, 8.1.4
Interpretations, Written                                                           4.6.18, 4.6.19, 4.7.7
Joinder and Consolidation of Claims Required                                                       4.9.5
Judgment on Final Award                                                            4.9.1, 4.9.4.1, 4.9.7
Labor and Materials, Equipment                                                 1.1.3, 1.1.6, 3.4, 3.5.1,
                                                                          3.8.2, 3.12.2, 3.12.3, 3.12.7,
                                                                          3.12.11, 3.13, 3.15.1, 4.6.12,
                                                                             6.2.1, 7.3.6, 9.3.2, 9.3.3,
                                                                          12.2.4, 14.1.2, 14.2.1, 14.2.2
Labor Disputes                                                                                     8.3.1
</TABLE>

- -------------------------------------------------------------------------------
AIA DOCUMENT B801/Cma - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1992 EDITION -
AIA - COPYRIGHT 1992 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C.,
20006-5292. Unlicensed photocopying violates U.S. copyright laws and is subject
to legal prosecution. This document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration
as noted below.

<PAGE>   28

<TABLE>
<S>                                            <C>

Laws and Regulations                            1.3, 3.6, 3.7, 3.13, 4.1.1, 4.9.5, 4.9.7, 9.9.1, 10.2.2,
                                                          11.1, 11.3, 13.1, 13.4.1, 13.5.1, 13.5.2, 13.6
Liens                                                         2.1.2, 4.7.2 4.7.5.1, 8.2.2, 9.3.3, 9.10.2
Limitation on Consolidation or Joinder                                                             4.9.5
Limitations, Statutes of                                                           4.9.4.2, 12.2.6, 13.7
Limitations of Authority                                                          3.3.1, 4.6.12, 4.6.17,
                                                                              5.2.2, 5.2.4, 7.4, 11.3.10
Limitations of Liability                                  2.3, 3.2.1, 3.5.1, 3.7.3, 3.12.8, 3.12.11 3.17,
                                                      3.18, 4.6.10, 4.6.12, 4.6.19, 6.2.2, 9.4.4, 9.6.4,
                                          9.10.4, 10.1.4, 10.2.5, 11.1.2, 11.2.1, 11.3.7, 13.4.2, 13.5.2
Limitations of Time, General                    2.2.1, 2.2.4, 3.2.1, 3.7.3, 3.8.2, 3.10, 3.12.5, 3.15.1,
                                      4.6.1, 4.6.12, 4.6.18, 4.7.2, 4.7.3, 4.7.4, 4.7.6, 4.7.9, 4.6.4.2,
                                             5.2.1, 5.2.3, 6.2.4, 7.3.4, 7.4, 8.2, 9.2, 9.5, 9.6.2, 9.8,
                                     9.10, 11.1.3, 11.3.1, 11.3.2, 11.3.5, 11.3.6, 12.2.1, 12.2.2, 13.5,
                                                                                              13.7, 14.3
Limitations of Time, Specific                 2.1.2, 2.2.1, 2.4, 3.10, 3.11, 3.15.1, 4.6.1, 4.6.18, 4.7,
                                      4.8, 4.9, 5.3, 5.4, 7.3.5, 7.3.9, 8.2, 9.3.1, 9.3.3, 9.4.1, 9.6.1,
                                                            9.7, 9.8.2, 9.10.2, 11.1.3, 11.3.6, 11.3.10,
                                                     11.3.11, 12.2.2, 12.2.4, 12.2.6, 13.7, 14.1, 14.2.2
Loss of Use Insurance                                                                            11.3.3.
Material Suppliers                                                         1.3.1, 3.12.1, 4.6.7, 4.6.10,
                                                        5.2.1, 9.3.1, 9.3.1.2, 9.3.3, 9.4, 9.6.5, 9.10.4
Materials, Hazardous                                                                        10.1, 10.2.4
Materials, Labor, Equipment and                                              1.1.3, 1.1.6, 3.4.1, 3.5.1,
                                                                          3.8.2, 3.12.2, 3.12.3, 3.12.7,
                                                                          3.12.11, 3.13, 3.15.1, 4.6.12,
                                                                             6.2.1, 7.3.6, 9.3.2, 9.3.3,
                                                                          12.2.4, 14.1.2, 14.2.1, 14.2.2
Means, Methods, Techniques, Sequences and
  Procedures of Construction                                                 3.3.1, 4.6.6, 4.6.12, 9.4.3
Minor Changes In the Work                                                 1.1.1, 4.6.13, 4.7.7, 7.1, 7.4
MISCELLANEOUS PROVISIONS                                                                              13
Modifications, Definition of                                                                       1.1.1
Modifications to the Contract                                                       1.1.1, 1.1.2, 3.7.3,
                                                                3.11, 4.1.2, 4.6.1, 5.2.3, 7, 8.3.1, 9.7
Mutual Responsibility                                                                                6.2
Nonconforming Work, Acceptance of                                                                   12.3
Nonconforming Work, Rejection and Correction of                                                   2.3.1,
                                                                     4.7.5.2, 9.5.2, 9.8.2, 12, 13.7.1.3
Notice                                                             2.3, 2.4, 3.2.1, 3.2.2, 3.7.3, 3.7.4,
                                                                  3.9, 3.12.8, 3.12.9, 3.17, 4.7, 4.8.4,
                                                                 4.9, 5.2.1, 5.3, 5.4.1.1, 8.2.2, 9.4.1,
                                         9.5.1, 9.7, 9.10, 10.1.2, 10.2.6, 11.1.3, 11.3, 12.2.2, 12.2.4,
                                                                                       13.3, 13.5.2, 14,
Notice, Written                                2.3,2.4, 3.9, 3.12.8, 3.12.9,4.7, 4.8.4, 4.9, 5.2.1, 5.3,
                                                        5.4.1.1, 8.2.2, 9.4.1, 9.5.1, 9.7, 9.10, 10.1.2,
                                                  10.2.6, 11.1.3, 11.3, 12.2.2, 12.2.4, 13.3, 13.5.2, 14
Notice of Testing and Inspections                                                         13.5.1, 13.5.2
Notice to Proceed                                                                                  8.2.2
Notices, Permits, Fees and                                             2.2.3, 3.7, 3.13, 7.3.6.4, 10.2.2
Observations, Architect's On-Site                                           4.6.5, 4.6.9, 4.6.10, 4.7.6,
                                                                      9.4.4, 9.5.1, 9.10.1, 12.1.1, 13.5
Observations, Construction Manager's On-Site                                               9.4.4, 12.1.1
Observations, Contractor's                                                                  1.2.2, 3.2.2
Occupancy                                                                     9.6.6, 9.8.1, 9.9, 11.3.11
On-Site Inspections by the Architect                                               4.6.5, 4.6.16, 4.7.6,
                                                                             9.4.4, 9.8.2, 9.9.2, 9.10.1
On-Site Observations by the Architect                                               4.6.5, 4.6.9, 4.7.6,
                                                                              9.4.4, 9.5.1, 9.10.1, 13.5
On-Site Observations by the Construction Manager                                            9.4.4, 9.5.1
Orders, Written                                                 2.3, 3.9, 4.7.7, 7, 8.2.2, 11.3.9, 12.1,
                                                                                    12.2, 13.5.2, 14.3.1
OWNER                                                                                                  2
Owner, Definition of                                                                                 2.1
Owner, Information and Services
 Required of the                                                          2.1.2, 2.2, 4.6.2, 4.6.4, 6, 9,
                                                    10.1.4, 10.1.6, 11.2, 11.3, 13.5.1, 14.1.1.5, 14.1.3
Owner's Authority                                                            3.8.1, 5.2.1, 5.2.4, 5.4.1,
                                                                     7.3.1, 8.2.2, 9.3.1, 9.3.2, 11.4.1,
                                                                            12.2.4, 13.5.2, 14.2, 14.3.1
Owner's Financial Capability                                                             2.2.1, 14.1.1.5
Owner's Liability insurance                                                                         11.2
Owner's Loss of Use Insurance                                                                     11.3.3
Owner's Relationship with Subcontractors                                            1.1.2, 5.2.1, 5.4.1,
                                                                                                   9.6.4
Owner's Right to Carry Out the Work                                                2.4, 12.2.4, 14.2.2.2
Owner's Right to Clean Up                                                                            6.3
Owner's Right to Perform Construction and to
   Award Separate Contracts                                                                          6.1
Owner's Right to Stop the Work                                                                2.3, 4.7.7
Owner's Right to Suspend the Work                                                                   14.3
Owner's Right to Terminate the Contract                                                             14.2
Ownership and Use of Architect's Drawings,
   Specifications and Other Documents                                                        1.1.1, 1.3,
                                                                                              2.2.5, 5.3
Partial Occupancy or Use                                                             9.6.6, 9.9, 11.3.11
Patching, Cutting and                                                                        3.14, 6.2.6
Patents, Royalties and                                                                              3.17
Payment, Applications for                                            4.6.9, 9.2, 9.3, 9.4, 9.5.1, 9.8.3,
                                                                          9.10.1, 9.10.3, 9.10.4, 14.2.4
Payment,  Certificates for                                 4.6.9, 4.6.16, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6,
                                                           9.7.1, 9.8.3, 9.10.1, 9.10.3, 13.7, 14.1.1.3,
                                                                                                  14.2.4
Payment, Failure of                                      4.7.7, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2
Payment, Final                                                 4.6.1, 4.6.16, 4.7.2, 4.7.5, 9.10, 11.1.2
                                                                                 11.19.3, 11.3.5, 12.3.1
Payment Bond, Performance
  Bond and                                                                 7.3.6.4, 9.10.3, 11.3.9, 11.4
Payments, Progress                                          4.7.4, 9.3, 9.6, 9.8.3, 9.10.3, 13.6, 14.2.3

PAYMENTS AND COMPLETION 9, 14 Payments to
Subcontractors                                                                    5.4.2, 9.5.1.3, 9.6.2,
                                                                          9.6.3, 9.6.4, 11.3.8, 14.2.1.2
PCB                                                                               10.1.2, 10.1.3, 10.1.4
Performance Bond and Payment Bond                                               7.3.6.4, 9.10.3, 11.3.9,
                                                                                                    11.4
Permits, Fees and Notices                                              2.2.3, 3.7, 3.13, 7.3.6.4, 10.2.2
PERSONS AND PROPERTY, PROTECTION OF                                                                   10
Polychlorinated Biphenyl                                                          10.1.2, 10.1.3, 10.1.4
Product Data, Definition of                                                                       3.12.2
Product Data and Samples, Shop Drawings                                                3.11, 3.12, 4.2.7
Progress and Completion                                                                4.6.5, 4.7.4, 8.2
Progress Payments                                           4.7.4, 9.3, 9.6, 9.8.3, 9.10.3, 13.6, 14.2.3
Project, Definition of the                                                                         1.1.4
Project Manual, Definition of the                                                                  1.1.7
Project Manuals                                                                                    2.2.5



</TABLE>


- -------------------------------------------------------------------------------
AIA DOCUMENT B801/Cma - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1992 EDITION -
AIA - COPYRIGHT 1992 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C.,
20006-5292. Unlicensed photocopying violates U.S. copyright laws and is subject
to legal prosecution. This document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration
as noted below.

<PAGE>   29

<TABLE>
<S>                                            <C>

Project Representatives                                                                           4.6.17
Property Insurance                                                                          10.2.5, 11.3
PROTECTION OF PERSONS AND PROPERTY                                                                    10
Regulations and Laws                                                   1.3, 3.6, 3.7, 3.13, 4.1.1, 4.9.7
                                                10.2.2, 11.1, 11.3. 13.1, 13.4, 13.5.1. 13.5.2, 13.6, 14
Rejection of Work                                                                   3.5.1, 4.6.10, 12.2.
Releases of Waivers and Liens                                                                     9.10.2
Representations                                               1.2.2, 3.5.1, 3.12.7, 6.2.2, 8.2.1, 9.3.3,
                                                                             9.4.3, 9.5.1, 9.8.2, 9.10.1
Representatives                                                                2.1.1, 3.1.1, 3.9, 4.1.1,
                                                                     4.6.1, 4.6.17, 5.1.1, 5.1.2, 13.2.1
Resolution of Claims and Disputes                                                              4.8, 4.9 
Responsibility for Those Performing
  the Work                                                                        3.3.2, 4.6.6, 6.2., 10
Retainage                                                     9.3.1, 9.6.2, 9.8.3, 9.9.1, 9.10.2, 9.10.3 
Review of Contract Documents and Field
  Conditions by Contractor                                                     1.2.2, 3.2, 3.7.3, 3.12.7
Review of Contractor's Submittals by
  Owner, Construction Manager and Architect                                              3.10.1, 3.10.3,
                                                    3.11, 3.12, 4.6.12, 4.6.16, 5.2.1, 5.2.3, 9.2, 9.8.2
Review of Shop Drawings, Product Data
  and Samples by Contractor                                                                       3.12.5
Rights and Remedies                                              1.1.2, 2.3, 2.4, 3.5.1, 3.15.2, 4.6.10,
                                                    4.7.6, 4.9, 5.3, 6.1, 6.3, 7.3.1, 8.3.1, 9.5.1, 9.7,
                                                                  10.2.5, 10.3, 12.2.2, 12.2.4, 13.4, 14
Royalties and Patents                                                                               3.17
Rules and Notices for Arbitration                                                                  4.9.2
Safety of Persons and Property                                                                      10.2
Safety Precautions and Programs                                                      4.6.6, 4.6.12, 10.1
Samples, Definition of                                                                            3.12.3
Samples, Shop Drawings, Product
   Data and                                                                           3.11, 3.12, 4.6.12
Samples at the Site, Documents and                                                                  3.11
Schedule of Values                                                                            9.2, 9.3.1
Schedules, Construction                                                                             3.10
Separate Contracts and Contractors                                                                 1.1.4
Shop Drawings, Definition of                                                                      3.12.1
Shop Drawings, Product Data
  and Samples                                                         3.11, 3.12, 4.6.11, 4.6.12, 4.6.15
Site, Use of                                                                          3.13, 6.1.1, 6.2.1
Site Inspections                                      1.2.2, 3.3.4, 4.6.5, 4.6.16, 4.7.6, 9.8.2, 9.10.1,
                                                                                                    13.5
Site Visits, Architect's                                                            4.6.5, 4.6.9, 4.7.6,
                                                                  9.4, 9.5.1, 9.8.2, 9.9.2, 9.10.1, 13.5
Special Inspections and Testing                                                     4.6.10, 12.2.1, 13.5
Specifications, Definition of the                                                                  1.1.6
Specifications, The                                                1.1.1, 1.1.6, 1.1.7, 1.2.4, 1.3, 3.11
Statute of Limitations                                                             4.9.4.2, 12.2.6, 13.7
Stopping the Work                                                    2.3, 4.7.7, 9.7, 10.1.2, 10.3, 14.1
Stored Materials                                                6.2.1, 9.3.2, 10.2.1.2, 11.3.1.4, 12.2.4
Subcontractor, Definition of                                                                       5.1.1
SUBCONTRACTORS                                                                                         5
Subcontractors, Work by                                        1.2.4, 3.3.2, 3.12.1, 4.6.6, 4.6.10, 5.3,
                                                                                                     5.4
Subcontractual Relations                                                       5.3, 5.4, 9.3.1.2, 9.6.2,
                                          9.6.3, 9.6.4, 10.2.1, 11.3.7, 11.3.8, 14.1.1, 14.2.1.2, 14.1.3
Submittals                                                  1.3, 3.2.3, 3.10, 3.11, 3.12, 4.6.12, 5.2.1,

                                          5.2.3, 7.3.6, 9.2, 9.3.1, 9.8.2, 9.9.1, 9.10.2, 9.10.3. 11.1.3
Subrogation, Waivers of                                                            6.1.1, 11.3.5, 11.3.7
Substantial Completion                                                             4.6.16, 8.1.1, 8.1.3,
                                                                      8.2.3, 9.9.1, 12.2.1, 12.2.2, 13.7
Substantial Completion, Definition of                                                              9.8.1
Substitution of Subcontractors                                                              5.2.3, 5.2.4
Substitution of Architect                                                                            4.4
Substitution of Construction Manager                                                                 4.4
Substitutions of Materials                                                                         3.5.1
Sub-subcontractor, Definition of                                                                   5.1.2
Subsurface Conditions                                                                              4.7.6
Successors and Assigns                                                                              13.2
Superintendent                                                                               3.9, 10.2.6
Supervision and Construction Procedures                                                      1.2.4, 3.3,
                                          3.4, 4.6.6, 4.7.4, 6.2.4, 7.1.3, 7.3.4, 8.2, 8.3.1. 10, 12, 14
Surety                                                     4.8.1, 4.8.4, 5.4.1.2, 9.10.2, 9.10.3, 14.2.2
Surety, Consent of                                                                        9.10.2, 9.10.3
Surveys                                                                                    2.2.2, 3.18.3
Suspension by the Owner for Convenience                                                             14.3
Suspension of the Work                                                      4.7.7, 5.4.2, 14.1.1.4, 14.3
Suspension or Termination of the Contract                                             4.7.7, 5.4.1.1, 14
Taxes                                                                                       3.6, 7.3.6.4
Termination by the Contractor                                                                       14.1
Termination by the Owner for Cause                                                         5.4.1.1, 14.2
Termination of the Architect                                                                         4.4
Termination of the Construction Manager                                                              4.4
Termination of the Contractor                                                                     14.2.2
TERMINATION OR SUSPENSION OF THE CONTRACT                                                             14
Tests and Inspections                                         3.3.3, 4.6.10, 4.6.16, 9.4.3, 12.2.1, 13.5
TIME                                                                                                   8
Time, Delays and Extensions of                                                         4.7.8, 7.2.1, 8.3
Time Limits, Specific                                                           2.1.2, 2.2.1, 2.4, 3.10,
                                                                4.6.18, 4.7, 4.8.1, 4.8.3, 4.8.4, 4.9.1,
                                                                   4.9.4.1, 5.3, 5.4, 7.3.5, 7.3.9, 8.2,
                                                    9.2, 9.3.1, 9.3.3, 9.4.1, 9.6.1, 9.7, 9.8.2, 9.10.2,
                                         11.1.3, 11.3.6, 11.3.10, 11.3.11, 12.2.2, 12.2.4, 12.2.6, 13.7,
                                                                                                      14
Time Limits on Claims                                               4.7.2, 4.7.3, 4.7.6, 4.7.9, 4.8, 4.9
Title to Work                                                                               9.3.2, 9.3.3
UNCOVERING AND CORRECTION OF WORK                                                                     12
Uncovering of Work                                                                                  12.1
Unforeseen Conditions                                                                 4.7.6, 8.3.1, 10.1
Unit Prices                                                                               7.1.4, 7.3.3.2
Use of Documents                                                          1.1.1, 1.3, 2.2.5, 3.12.7, 5.3
Use of Site                                                                           3.13, 6.1.1, 6.2.1
Values, Schedule of                                                                           9.2, 9.3.1
Waiver of Claims: Final Payment                                                     4.7.5, 4.9.1, 9.10.3
Waiver of Claims by the Architect                                                                 13.4.2
Waiver of Claims by the Contractor                                                9.10.4, 11.3.7, 13.4.2
Waiver of Claims by the Owner                                                       4.7.5, 4.9.1, 9.9.3,
                                                                  9.10.3, 11.3.3, 11.3.5, 11.3.7, 13.4.2
Waiver of Liens                                                                                   9.10.2
Waivers of Subrogation                                                             6.1.1, 11.3.5, 11.3.7
Warranty and Warranties                                                               3.5, 4.6.16, 4.7.5
                                                                   9.3.3, 9.8.2, 9.9.1, 12.2.2, 13.7.1.3
Weather Delays                                                                                   4.7.8.2
When Arbitration May Be Demanded                                                                   4.9.4
Work, Definition of                                                                                1.1.3


</TABLE>


- --------------------------------------------------------------------------------
AIA DOCUMENT B801/CMa - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1992 EDITION.
AIA - COPYRIGHT 1992 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK
AVENUE, N.W., WASHINGTON, D.C., 20006-5292. Unlicensed photocopying violates
U.S. copyright laws and is subject to legal prosecution. This document was
electronically produced with permission of the AIA and can be reproduced without
violation until the date of expiration as noted below.


<PAGE>   30

<TABLE>
<S>                                            <C>

Written Consent                                                            1.3.1, 3.12.8, 3.14.2, 4.7.4,
                                              4.9.5, 9.3.2, 9.8.2, 9.9.1, 9.10.2, 9.10.3, 10.1.2. 10.1.3
                                                                 11.3.1, 11.3.1.4, 11.3.11, 13.2, 13.4.2
Written Interpretations                                                            4.6.18, 4.6.19, 4.7.7
Written Notice                                       2.3, 2.4, 3.9, 3.12.8, 3.12.9, 4.7.1, 4.7.6, 4.7.9,
                                             4.8.4, 4.9.4.1, 5.2.1, 5.3, 5.4.1.1, 8.2.2.9.4, 9.5.1, 9.7,
                                               9.10, 10.1.2, 10.2.6, 11.1.3, 11.3, 12.2.2, 12.2.4, 13.3,
                                                                                              13.5.2, 14
Written Orders                                                                          2.3, 3.9, 4.7.7,
                                                               8.2.2, 11.3.9, 12.1, 12.2, 13.5.2, 14.3.1
</TABLE>

- -------------------------------------------------------------------------------
AIA DOCUMENT B801/Cma - OWNER-CONSTRUCTION MANAGER AGREEMENT - 1992 EDITION -
AIA - COPYRIGHT 1992 - THE AMERICAN
INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C.,
20006-5292. Unlicensed photocopying violates U.S. copyright laws and is subject
to legal prosecution. This document was electronically produced with permission
of the AIA and can be reproduced without violation until the date of expiration
as noted below.



<PAGE>   31
- -------------------------------------------------------------------------------
              GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION
- -------------------------------------------------------------------------------
                                   ARTICLE I

                               GENERAL PROVISIONS

1.1     BASIC DEFINITIONS

1.1.1   THE CONTRACT DOCUMENTS

The Contract Documents consist of the Agreement between Owner and Construction
Manager (hereinafter the Agreement), Conditions of the Contract (General,
Supplementary and other Conditions), Drawings, Specifications, addenda issued
prior to execution of the Contract, other documents listed in the Agreement and
Modifications issued after execution of the Contract. A Modification is (1) a
written amendment to the Contract signed by both parties, (2) a Change Order,
(3) a Construction Change Directive or (4) a written order for a minor change in
the Work issued by the Architect Unless specifically enumerated in the
Agreement, the Contract Documents do not include other documents such as bidding
requirements (advertisement or invitation to bid, Instructions to Bidders,
sample forms, the Contractor's bid or portions of addenda relating to bidding
requirements).

1.1.2   THE CONTRACT

The Contract Documents form the Contract for Construction. The Contract
represents the entire and integrated agreement between the parties hereto and
supersedes prior negotiations, representations or agreements, either written or
oral. The Contract may be amended or modified only by a Modification. The
Documents shall not be construed to create a contractual relationship of any
kind (1) between the Architect and a Subcontractor or Sub-subcontractor, (2) (3)
between the Architect and Construction Manager, (4) between the Owner and a
Subcontractor or Sub-subcontractor or (5) between any persons or entities other
than the Owner and Construction Manager. The Construction Manager and Architect
shall, however, be entitled to performance and enforcement of obligations under
the Contract intended to facilitate performance of their duties.


1.1.3   THE WORK

The term "Work" means the construction and services required by the Contract
Documents, whether completed or partially completed, and includes all other
labor, materials, equipment and services provided or to be provided by the
- - Subcontractors to fulfill the Subcontractors' obligations. The Work may
constitute the whole or a part of the Project.

1.1.4   THE PROJECT

The Project is the total construction of which the Work performed under the
Contract Documents may be the whole or a part and which may include construction
by other Contractors and by the Owner's own forces including persons or entities
under separate contracts not administered by the Construction Manager.

1.1.5   THE DRAWINGS

The Drawings are the graphic and pictorial portions of the Contract Documents,
wherever located and whenever issued, showing the design, location and
dimensions of the Work, generally including plans, elevations, sections,
details, schedules and diagrams.

1.1.6   THE SPECIFICATIONS

The Specifications are that portion of the Contract Documents consisting of the
written requirements for materials, equipment, construction systems, standards
and workmanship for the Work, and performance of related services.

1.1.7   THE PROJECT MANUAL

The Project Manual is the volume usually assembled for the Work which may
include the bidding requirements, sample forms, Conditions of the Contract and
Specifications.

1.2     EXECUTION, CORRELATION AND INTENT

1.2.1 The Contract Documents shall be signed by the Owner and Construction
Manager as provided in the Agreement. If either the Owner or Construction
Manager or both do not sign all the Contract Documents, the Architect shall
identify such unsigned Documents upon request.

1.2.2 Execution of the Contract by the Construction Manager is a representation
that the Construction Manager has visited the site, become familiar with local
conditions under which the Work is to be performed and correlated personal
observations with requirements of the Contract Documents.

1.2.3 The intent of the Contract Documents is to include all items necessary for
the proper execution and completion
- -------------------------------------------------------------------------------
AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal 
prosecution. This document was electronically produced with permission of the 
AIA and can be reproduced without violation until the date of expiration as
noted below.

<PAGE>   32
of the Work under the supervision and direction of the Construction Manager. The
Contract Documents are complementary, and what is required by one shall be as
binding as if required by all; performance by a Subcontractor shall be required
only to the extent consistent with the Contract Documents and reasonably
inferable from them as being necessary to produce the intended results.

1.2.4 Organization of the Specifications into divisions, sections and articles,
and arrangement of Drawings shall not control the Construction Manager in
dividing the Work among Subcontractors or in establishing the extent of Work to
be performed by any trade.

1.2.5 Unless otherwise stated in the Contract Documents, words which have
well-known technical or construction industry meanings are used in the Contract
Documents in accordance with such recognized meanings.

1.3     OWNERSHIP AND USE OF ARCHITECT'S
        DRAWINGS, SPECIFICATIONS AND
        OTHER DOCUMENTS

1.3.1 The Drawings, Specifications and other documents prepared by the Architect
are instruments of the Architect's service through which the Work to be executed
by the Subcontractor's and supervised by the Construction Manager is described.
The Construction Manager may retain one contract record set. Neither a
Subcontractor, Sub-subcontractor or material or equipment supplier shall own or
claim a copyright in the Drawings, Specifications and other documents prepared
by the Architect, and unless otherwise indicated the Architect shall be deemed
the author of them and will retain all common law, statutory and other reserved
rights, in addition to the copyright. The Drawings, Specifications and other
documents prepared by the Architect, and copies thereof furnished to the
Construction Manager, are for use solely with respect to this Project. They are
not to be used by the Construction Manager or any Subcontractor,
Sub-subcontractor or material or equipment supplier on other projects or for
additions to this Project outside the scope of the Work without the specific
written consent of the Owner and Architect. The Construction Manager,
Subcontractors, Sub-subcontractors and material or equipment suppliers are
granted a limited license to use and reproduce applicable portions of the
Drawings, Specifications and other documents prepared by the Architect
appropriate to and for use in the execution of the Work under the Contract
Documents. All copies made under this license shall bear the statutory copyright
notice, if any, shown on the Drawings, Specifications and other documents
prepared by the Architect. Submittal or distribution to meet official regulatory
requirements or for other purposes in connection with this Project is not to be
construed as publication in derogation of the Architect's copyright or other
reserved rights.

1.4     CAPITALIZATION

1.4.1 Terms capitalized in these General Conditions include those which are (1)
specifically defined, (2) the titles of numbered articles and identified
references to Paragraphs, Subparagraphs and Clauses in the document or (3) the
titles of other documents published by the American Institute of Architects.

1.5     INTERPRETATION

1.5.1 In the interest of brevity the Contract Documents frequently omit
modifying words such as "all" and "any" and articles such as "the" and "an," but
the fact that a modifier or an article is absent from one statement and appears
in another is not intended to affect the interpretation of either statement.



                                   ARTICLE 2
                                     OWNER

2.1     DEFINITION

2.1.1 The Owner is the person or entity identified as such in the Agreement and
is referred to throughout the Contract Documents as if singular in number. The
term "Owner" means the Owner or the Owner's authorized representative.


2.1.2 The Owner upon reasonable written request shall furnish to the
Construction Manager in writing information which is necessary and relevant for
the Construction Manager to evaluate, give notice of or enforce mechanic's lien
rights. Such information shall include a correct statement of the record legal
title to the property on which the Project is located, usually referred to as
the site, and the Owner's interest therein at the time of execution of the
Agreement and, within five days after any change, information of such change in
title, recorded or unrecorded.

2.2     INFORMATION AND SERVICES
        REQUIRED OF THE OWNER

2.2.1 The Owner shall, at the request of the Construction Manager, prior to
execution of the Agreement
- -------------------------------------------------------------------------------
AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
AIA and can be reproduced without violation until the date of expiration as
noted below.

<PAGE>   33
and promptly from time to time thereafter, furnish to the Construction Manager
reasonable evidence that financial arrangements have been made to fulfill the
Owner's obligations under the Contract. [Note: Unless such reasonable evidence
were furnished on request prior to the execution of the Agreement, the
prospective contractor would not be required to execute the Agreement or to
commence the Work.]

2.2.2 The Owner shall furnish surveys describing physical characteristics, legal
limitations and utility locations for the site of the Project, and a legal
description of the site.

2.2.3 Except for permits and fees which are the responsibility of the
Subcontractors under the Contract Documents, the Owner shall secure and pay for
necessary approvals, easements, assessments and charges required for
construction, use or occupancy of permanent structures or for permanent changes
in existing facilities. The Owner, through the Construction Manager, shall
secure and pay for the building permit.

2.2.4 Information or services under the Owner's control shall be furnished by
the Owner with reasonable promptness to avoid delay in orderly progress of the
Work.

2.2.5 The Construction Manager will be furnished, free of charge, such copies of
Drawings and Project Manuals as are reasonably necessary for execution of the
Work.

2.2.6 The Owner shall forward all communications to the Subcontractors through
the Construction Manager and shall contemporaneously provide the same
communications to the Architect.

2.2.7 The foregoing are in addition to other duties and responsibilities of the
Owner enumerated herein and especially those in respect to Article 6
(Construction by Owner or by Other Contractors), Article 9 (Payments and
Completion) and Article 11 (Insurance and Bonds).

2.3     OWNER'S RIGHT TO STOP THE WORK

2.3.1 If a Subcontractor fails to correct Work which is not in accordance with
the requirements of the Contract Documents as required by Paragraph 12.2 or
persistently fails to carry out Work in accordance with the Contract Documents,
the Owner or the Construction Manager, by written order signed personally or by
an agent specifically so empowered by the Owner in writing, may order the
Subcontractor to stop the Work, or any portion thereof, until the cause for such
order has been eliminated; however, the right of the Owner or the Construction
Manager to stop the Work shall not give rise to a duty on the part of the Owner
or Construction Manager to exercise this right for the benefit of the
Subcontractor or any other person or entity.


2.4     OWNER'S RIGHT TO CARRY OUT THE
        WORK

2.4.1 If a Subcontractor defaults or neglects to carry out the Work in
accordance with the Contract Documents and fails within a seven-day period after
receipt of written notice from the Owner or the Construction Manager to commence
and continue correction of such default or neglect with diligence and
promptness, the Owner or the Construction Manager may after such seven-day
period give the Subcontractor a second written notice to correct such
deficiencies within a second seven-day period. If the Subcontractor within such
second seven-day period after receipt of such second notice falls to commence
and continue to correct any deficiencies, the Owner or the Construction Manager
may, without prejudice to other remedies the Owner or Construction Manager may
have, correct such deficiencies. In such case an appropriate Change Order shall
be issued deducting from payments then or thereafter due the Subcontractor the
cost of correcting such deficiencies, including compensation for the
Construction Manager's and Architect's and their respective consultants'
additional services and expenses made necessary by such default, neglect or
failure. Such action by the Owner or Construction Manager and amounts charged to
the Subcontractor are both subject to prior approval of the Architect, after
consultation with the Construction Manager. If payments then or thereafter due
the Subcontractor are not sufficient to cover such amounts, the Subcontractor
shall pay the difference to the Owner.

                                   ARTICLE 3
                                   CONTRACTOR
3.1     DEFINITION

3.1.1 The Construction Manager is the person or entity identified as such in the
Agreement and is referred to throughout this Agreement as if singular in number.
The term "Contractor" means the Subcontractor or the Subcontractor's authorized
representative.


3.1.2 The plural term "Contractors" refers to persons, Subcontractors or
entities who perform construction under
- -------------------------------------------------------------------------------
AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
AIA and can be reproduced without violation until the date of expiration as
noted below.




<PAGE>   34
Conditions of the Contract that are administered by the Construction Manager,
and that are identical or substantially similar to these Conditions.

3.2     REVIEW OF CONTRACT DOCUMENTS AND
        FIELD CONDITIONS BY CONTRACTOR

3.2.1 The Contractor shall carefully study and compare the Contract Documents
with each other and with information furnished by the Owner pursuant to
Subparagraph 2.2.2 and shall at once report to the Construction Manager and
Architect errors, inconsistencies or omissions discovered. The Contractor shall
not be liable to the Owner, Construction Manager or Architect for damage
resulting from errors, inconsistencies or omissions in the Contract Documents
unless the Contractor recognized such error, inconsistency or omission and
knowingly failed to report it to the Construction Manager and Architect. If the
Contractor performs any construction activity knowing it involves a recognized
error, inconsistency or omission in the Contract Documents without such notice
to the Construction Manager and Architect, the Contractor shall assume
appropriate responsibility for such performance and shall bear an appropriate
amount of the attributable costs for correction.

3.2.2 The Contractor shall take field measurements and verify field conditions
and shall carefully compare such field measurements and conditions and other
information known to the Contractor with the Contract Documents before
commencing activities. Errors, inconsistencies or omissions discovered shall be
reported to the Construction Manager and Architect at once.

3.2.3 The Contractor shall perform the Work in accordance with the Contract
Documents and submittals approved pursuant to Paragraph 3.12.

3.3     SUPERVISION AND CONSTRUCTION
        PROCEDURES

3.3.1 The Construction Manager shall supervise and direct the Work, using the
Contractor's Construction Manager's best skill and attention. The Construction
Manager shall have made its best efforts to ensure that reasonable construction
means, methods, techniques, sequences and procedures have been undertaken by
each Contractor in connection with the Work. The Construction Manager shall
Schedule and coordinate the sequence of construction in accordance with the
Contract Documents and the latest Project construction schedule.

3.3.2 The Contractor shall be responsible to the Owner and the Construction
Manager for acts and omissions of the Contractor's employees, and their agents
and employees, and other persons performing portions of the Work under a
contract with the Contractor.


3.3.3 The Contractor shall not be relieved of obligations to perform the Work in
accordance with the Contract Documents either by activities or duties of the
Construction Manager or Architect in their administration of the Contract, or by
tests, inspections or approvals required or performed by persons other than the
Contractor.

3.3.4 The Contractor shall inspect portions of the Project related to the
Contractor's Work in order to determine that such portions are in proper
condition to receive subsequent Work.

3.4     LABOR AND MATERIALS

3.4.1 Unless otherwise provided in the Contract Documents, the Construction
Manager shall provide and the Owner shall pay for labor, materials, equipment,
tools, construction equipment and machinery, water, heat, utilities,
transportation, and other facilities and services necessary for proper execution
and completion of the Work, whether temporary or permanent and whether or not
incorporated or to be incorporated in the Work.


3.4.2 The Construction Manager shall enforce strict discipline and good order
among the Construction Manager's employees and other persons carrying out the
Contract. The Construction Manager shall not permit employment of unfit persons
or persons not skilled in tasks assigned to them.


3.5     WARRANTY

3.5.1 The Construction Manager shall cause Subcontractors to warrant to the
Owner, Construction Manager and Architect that materials and equipment furnished
under the Contract will be of good quality and new unless otherwise required or
permitted by the Contract Documents, that the Work will be free from defects not
inherent in the quality required or permitted, and that the Work will conform
with the requirements of the Contract Documents. Work not conforming to these
requirements, including substitutions not properly approved and authorized, may
be considered defective. The Contractor's warranty excludes remedy for damage or
defect caused by abuse, modifications not executed by the Contractor, improper
or
- -------------------------------------------------------------------------------
AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
AIA and can be reproduced without violation until the date of expiration as
noted below.


<PAGE>   35
insufficient maintenance, improper operation, or normal wear and tear under
normal usage. If required by the Construction Manager or Architect, the
Contractor shall furnish satisfactory evidence as to the kind and quality of
materials and equipment.

3.6     TAXES

3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the
Work or portions thereof provided by the Contractor which are legally enacted
when bids are received or negotiations concluded, whether or not yet effective
or merely scheduled to go into effect.

3.7     PERMITS, FEES AND NOTICES

3.7.1 Unless otherwise provided in the Contract Documents, the Owner shall
secure and pay for the building permit and the Contractor shall secure and pay
for all other permits and governmental fees, licenses and inspections necessary
for proper execution and completion of the Work which are customarily secured
after execution of the Contract and which are legally required when bids are
received or negotiations concluded.

3.7.2 The Contractor shall comply with and give notices required by laws,
ordinances, rules and regulations and lawful orders of public authorities
bearing on performance of the Work.

3.7.3 It is not the Contractor's responsibility to ascertain that the Contract
Documents are in accordance with applicable laws, statutes, ordinances, building
codes, and rules and regulations. However, if the Contractor observes that
portions of the Contract Documents are at variance therewith, the Contractor
shall promptly notify the Construction Manager, Architect and Owner in writing,
and necessary changes shall be accomplished by appropriate Modification.

3.7.4 If the Contractor performs Work knowing it to be contrary to laws,
statutes, ordinances, building codes, and rules and regulations without such
notice to the Construction Manager, Architect and Owner, the Contractor shall
assume full responsibility for such Work and shall bear the attributable costs.

3.8     ALLOWANCES

3.8.1 The Contractor shall include in the Contract Sum all allowances stated in
the Contract Documents. Items covered by allowances shall be supplied for such
amounts and by such persons or entities as the Owner may direct, but the
Contractor shall not be required to employ persons or entities against which the
Contractor makes reasonable objection.

3.8.2 Unless otherwise provided in the Contract Documents:

   .1 materials and equipment under an allowance
      shall be selected promptly by the Owner to
      avoid delay in the Work;

   .2 allowances shall cover the cost to the Contractor
      of materials and equipment delivered at the site
      and all required taxes, less applicable trade
      discounts;

   .3 Contractor's costs for unloading and handling at the site, labor,
      installation costs, overhead, profit and other expenses contemplated for
      stated allowance amounts shall be included in the Contract Sum and not in
      the allowances;

   .4 whenever costs are more than or less than allowances, the Contract Sum
      shall be adjusted accordingly by Change Order. The amount of the Change
      Order shall reflect (1) the difference between actual costs and the
      allowances under Clause 3.8.2.2 and (2) changes in Contractor's costs
      under Clause 3.8.2.3.

3.9     SUPERINTENDENT

3.9.1 The Construction Manager shall employ a competent superintendent and
necessary assistants who shall be in attendance at the Project site during
performance of the Work. The superintendent shall represent the Construction
Manager and communications given to the superintendent shall be as binding as if
given to the Construction Manager. Important communications shall be confirmed
in writing. Other communications shall be similarly confirmed on written request
in each case.

3.10    CONTRACTOR'S CONSTRUCTION
        SCHEDULE

3.10.1 The Construction Manager, as soon as possible, shall prepare and submit
for the Owner's and Architect's information a Construction Schedule for the
Work. Such schedule shall not exceed time limits current under the Contract
Documents, shall be revised at appropriate intervals as required by the
conditions of the Work and Project, shall be related to the entire Project
construction schedule to the extent required by the Contract Documents, and
shall provide for expeditious and practicable execution of the Work.
- -------------------------------------------------------------------------------
AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
AIA and can be reproduced without violation until the date of expiration as
noted below.

<PAGE>   36
3.10.2 The Contractor, as they are known, shall cooperate with the Construction
Manager in scheduling and performing the Contractor's Work to avoid conflict,
delay in or interference with the Work of other Contractors or the construction
or operations of the Owner's own forces.


3.10.3 The Contractor shall prepare and keep current, for the Construction
Manager's and Architects approval, a schedule of submittals which is coordinated
with the Contractor's Construction Schedule and allows the Construction Manager
and Architect reasonable time to review submittals.

3.10.4 The Contractor shall conform to the most recent schedules.

3.11    DOCUMENTS AND SAMPLES AT THE SITE

3.11.1 The Contractor(s) and the Construction Manager shall maintain at the site
for the Owner one record copy of the Drawings, Specifications, addenda, Change
Orders and other Modifications, in good order and marked currently to record
changes and selections made during construction, and in addition approved Shop
Drawings, Product Data, Samples and similar required submittals. These
documents, as assembled by the Contractor(s), shall be available to the
Construction Manager and Architect and shall be delivered to the Construction
Manager for incorporation into a concise submittal to the Owner upon completion
of the Work.

3.12    SHOP DRAWINGS, PRODUCT DATA AND
        SAMPLES

3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially
prepared for the Work by the Contractor or a Sub-subcontractor, manufacturer,
supplier or distributor to illustrate some portion of the Work.

3.12.2 Product Data are illustrations, standard schedules, performance charts,
instructions, brochures, diagrams and other information furnished by the
Contractor to illustrate materials or equipment for some portion of the Work.

3.12.3 Samples are physical examples which illustrate materials, equipment or
workmanship and establish standards by which the Work will be judged.

3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not
Contract Documents. The purpose of their submittal is to demonstrate for those
portions of the Work for which submittals are required the way the Contractor
proposes to conform to the information given and the design concept expressed in
the Contract Documents. Review by the Architect is subject to the limitations of
Subparagraph 4.6.12.

3.12.5 The Contractor shall review, approve and submit to the Construction
Manager, in accordance with the schedule and sequence approved by the
Construction Manager, Shop Drawings, Product Data, Samples and similar
submittals required by the Contract Documents. The Contractor shall cooperate
with the Construction Manager in the coordination of the Contractor's Shop
Drawings, Product Data, Samples and similar submittals with related documents
submitted by other Contractors. Submittals made by the Contractor which are not
required by the Contract Documents may be returned without action.

3.12.6 The Contractor shall perform no portion of the Work requiring submittal
and review of Shop Drawings, Product Data, Samples or similar submittals until
the respective submittal has been approved by the Construction Manager and
Architect. Such Work shall be in accordance with approved submittals.

3.12.7 By approving and submitting Shop Drawings, Product Data, Samples and
similar submittals, the Contractor represents that the Contractor has determined
and verified materials, field measurements and field construction criteria
related thereto, or will do so, and has checked and coordinated the information
contained within such submittals with the requirements of the Work and of the
Contract Documents.

3.12.8 The Contractor shall not be relieved of responsibility for deviations
from requirements of the Contract Documents by the Construction Manager's and
Architects approval of Shop Drawings, Product Data, Samples or similar
submittals unless the Contractor has specifically informed the Construction
Manager and Architect in writing of such deviation at the time of submittal and
the Construction Manager and Architect have given written approval to the
specific deviation. The Contractor shall not be relieved of responsibility for
errors or omissions in Shop Drawings, Product Data, Samples or similar
submittals by the Construction Manager's and Architect's approval thereof.


3.12.9 The Contractor shall direct specific attention, in writing or on
resubmitted Shop Drawings, Product Data, Samples or similar submittals, to
revisions other than those requested by the Construction Manager and Architect
on previous submittals.
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AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
AIA and can be reproduced without violation until the date of expiration as
noted below.

<PAGE>   37
3.12.10 Informational submittals upon which the Construction Manager and
Architect are not expected to take responsive action may be so identified in the
Contract Documents.

3.12.11 When professional certification of performance criteria of materials,
systems or equipment is required by the Contract Documents, the Construction
Manager and Architect shall be entitled to rely upon the accuracy and
completeness of such calculations and certifications.

3.13    USE OF SITE

3.13.1 The Contractor shall confine operations at the site to areas permitted by
law, ordinances, permits and the Contract Documents and shall not unreasonably
encumber the site with materials or equipment.

3.13.2 The Contractor shall coordinate the Contractor's operations with, and
secure the approval of, the Construction Manager before using any portion of the
site.

3.14    CUTTING AND PATCHING

3.14.1 The Contractor shall be responsible for cutting, fitting or patching
required to complete the Work or to make its parts fit together properly.

3.14.2 The Contractor shall not damage or endanger a portion of the Work or
fully or partially completed construction of the Owner's own forces or of other
Contractors by cutting, patching, excavating or otherwise altering such
construction. The Contractor shall not cut or otherwise alter such construction
by other Contractors or by the Owner's own forces except with written consent of
the Construction Manager, Owner and such other Contractors; such consent shall
not be unreasonably withheld. The Contractor shall not unreasonably withhold
from the other Contractors or the Owner the Contractor's consent to cutting or
otherwise altering the Work.

13.15   CLEANING UP

13.15.1 The Contractor in conjunction with the Construction Manager shall keep
the premises and surrounding area free from accumulation of waste materials or
rubbish caused by operations under the Contract The Construction Manager shall
provide, at the Owner's expense, trash dumpsters which shall be located on the
site. These dumpsters shall be used for placement of trash and other debris by
the Contractors. At completion of the Work the Contractor shall remove from and
about the Project their waste materials, rubbish, the Contractor's tools,
construction equipment, machinery and surplus materials.

3.15.2 If a Contractor fails to clean up as provided in the Contract
Documents, the Construction Manager may do so with the Owner's approval and the
cost thereof shall be charged to the Contractor.

3.16    ACCESS TO WORK

3.16.1 The Contractor shall provide the Owner, Construction Manager and
Architect access to the Work in preparation and progress wherever located.

3.17    ROYALTIES AND PATENTS

3.17.1 A Contractor shall pay all royalties and license fees associated with
his Work. A Contractor shall defend suits or claims for infringement of
patent rights on Work performed or materials furnished by said Contractor and
shall hold the Owner, Construction Manager and Architect harmless from loss on
account thereof, but shall not be responsible for such defense or loss when a
particular design, process or product of a particular manufacturer or
manufacturers is required by the Contract Documents. However, if the Contractor
has reason to believe that the required design, process or product is an
infringement of a patent, the Contractor shall be responsible for such loss
unless such information is promptly furnished to the Architect

3.18    INDEMNIFICATION

3.18.1 To the fullest extent permitted by law, the Contractor shall indemnify
and hold harmless the Owner, Construction Manager, Architect, Construction
Manager's and Architect's consultants, and agents and employees of any of them
from and against claims, damages, losses and expenses, including but not limited
to attorneys' fees, arising out of or resulting from performance of the
Contractor's Work, provided that such claim, damage, loss or expense is
attributable to bodily injury, sickness, disease or death, or to injury to or
destruction of tangible property (other than the Work itself) including loss of
use resulting therefrom, but only to the extent caused in whole or in part by
negligent acts or omissions of the Contractor, anyone directly or indirectly
employed by them or anyone for whose acts they may be liable, regardless of
whether or not such claim, damage, loss or expense is caused in part by a party
indemnified hereunder. Such obligation shall not be construed to negate, abridge
or reduce other rights or obligations of indemnity which would otherwise exist
as to a party or person described in this Paragraph 3.18.

3.18.2 In claims against any person or entity indemnified under this Paragraph
3.18 by an employee of the Contractor, anyone directly or indirectly employed by
them or anyone for whose acts they may be liable, the
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AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
AIA and can be reproduced without violation until the date of expiration as
noted below.

<PAGE>   38
indemnification obligation under this Paragraph 3.18 shall not be limited by a
limitation on amount or type of damages, compensation or benefits payable by or
for the Contractor or under workers' compensation acts, disability benefit acts
or other employee benefit acts.

3.18.3 The obligations of the Contractor under this Paragraph 3.18 shall not
extend to the liability of the Construction Manager, Architect, their
consultants, and agents and employees of any of them arising out of (1) the
preparation or approval of maps, drawings, opinions, reports, surveys, Change
Orders, designs or specifications, or (2) the giving of or the failure to give
directions or instructions by the Construction Manager, Architect, their
consultants, and agents and employees of any of them provided such giving or
failure to give is the primary cause of the injury or damage.

                                   ARTICLE 4

                         ADMINISTRATION OF THE CONTRACT
4.1     ARCHITECT

4.1.1 The Architect is the person lawfully licensed to practice architecture or
an entity lawfully practicing architecture identified as such in the Agreement
and is referred to throughout the Contract Documents as if singular in number.
The term "Architect" means the Architect or the Architect's authorized
representative.

4.2     CONSTRUCTION MANAGER

4.2.1 The Construction Manager is the person or entity identified as such in the
Agreement and is referred to throughout the Contract Documents as if singular in
number. The term "Construction Manager" means the Construction Manager or the
Construction Manager's authorized representative.

4.3 Duties, responsibilities and limitations of authority of the Construction
Manager and Architect as set forth in the Contract Documents shall not be
restricted, modified or extended without written consent of the Owner,
Construction Manager, Architect and Contractor. Consent shall not be
unreasonably withheld.

4.4 In case of termination of employment of the Construction Manager or
Architect, the Owner shall appoint a construction manager or architect against
whom the Contractor makes no reasonable objection and whose status under the
Contract Documents shall be that of the former construction manager or
architect, respectively.

4.5 Disputes arising under Paragraphs 4.3 and 4.4 shall be subject to
mediation.

4.6     ADMINISTRATION OF THE CONTRACT

4.6.1 The Construction Manager and Architect will provide administration of the
Contract as described in the Contract Documents, and will be the Owner's
representatives (1) during construction, (2) until final payment is due and (3)
with the Owner's concurrence, from time to time during the correction period
described in Paragraph 12.2. The Construction Manager and Architect will advise
and consult with the Owner and will have authority to act on behalf of the Owner
only to the extent provided in the Contract Documents, unless otherwise modified
by written instrument in accordance with other provisions of the Contract

4.6.2 The Construction Manager will determine in general that the Work is being
performed in accordance with the requirements of the Contract Documents, will
keep the Owner informed of the progress of the Work, and will endeavor to guard
the Owner against defects and deficiencies in the Work.

4.6.3 The Construction Manager will provide for coordination of the activities
of other Contractors and of the Owner's own forces with the Work of the
Contractor, who shall cooperate with them. A Contractor shall participate
with other Contractors and the Construction Manager and Owner in reviewing their
construction schedules when directed to do so. The Contractor shall make any
revisions to the construction schedule deemed necessary after a joint review and
mutual agreement. The construction schedules shall constitute the schedules to
be used by the Contractor, other Contractors, the Construction Manager and the
Owner until subsequently revised.

4.6.4 The Construction Manager will schedule and coordinate the activities of
the Contractors in accordance with the latest approved Project construction
schedule.

4.6.5 The Architect will visit the site at intervals appropriate to the stage of
construction to become generally familiar with the progress and quality of the
completed Work and to determine in general if the Work is being performed in a
manner indicating that the Work, when completed, will be in accordance with the
Contract Documents. However, the Architect will not be required to make
exhaustive or continuous on-site inspections to check quality or quantity of the
Work. On the basis of on-site observations as an architect, the Architect will
keep the Owner informed of progress of the Work, and will endeavor to guard the
Owner against defects and deficiencies in the Work.

4.6.6 The Construction Manager,
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AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
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noted below.

<PAGE>   39
with respect to each Contractor's own Work, shall have made it's best effort to
ensure that reasonable construction means, methods, techniques, sequences,
procedures, and safety precautions and programs have been undertaken by each of
the Contractors in connection with the Work. The Construction Manager will not
be monetarily responsible for a Contractor's failure to carry out the Work in
accordance with the Contract Documents. The Construction Manager shall, however,
use its best efforts to ensure each Contractor does carry out the Work in
accordance with respective Contract Documents. The Architect will not have
control over or charge of or be responsible for acts or omissions of a
Contractor, or their agents or employees, or of any other persons performing
portions of the Work.

4.6.7 Communications Facilitating Contract Administration. Except as otherwise
provided in the Contract Documents or when direct communications have been
specially authorized, the Owner shall communicate through the Construction
Manager, and shall contemporaneously provide the same communications to the
Architect. Communications by and with the Architect's consultants shall be
through the Architect. Communications by and with Subcontractors and material
suppliers shall be through the Construction Manager. Communications by and with
other Contractors shall be through the Construction Manager and shall be
contemporaneously provided to the Architect.

4.6.8 The Construction Manager will review and certify all Applications for
Payment by the Contractors, including final payment. The Construction Manager
will assemble each of the Contractor's Applications for Payment with similar
Applications from other Contractors into a Project Application and Project
Certificate for Payment. After reviewing and certifying the amounts due the
Contractors, the Construction Manager will submit the Project Application and
Project Certificate for Payment, along with the applicable Contractors'
Applications and Certificates for Payment, to the Architect.

4.6.9 Based on the Architect's observations and evaluations of Contractors'
Applications for Payment, and the certifications of the Construction Manager,
the Architect will review and certify the amounts due the Contractors and will
issue a Project Certificate for Payment.

4.6.10 The Architect will have authority to reject Work which does not conform
to the Contract Documents, and to require additional inspection or testing, in
accordance with Subparagraphs 13.5.2 and 13.5.3, whether or not such Work is
fabricated, installed or completed, but will take such action only after
notifying the Construction Manager. Subject to review by the Architect, the
Construction Manager will have the authority to reject Work which does not
conform to the Contract Documents. Whenever the Construction Manager considers
it necessary or advisable for implementation of the intent of the Contract
Documents, the Construction Manager will have authority to require additional
inspection or testing of the Work in accordance with Subparagraphs 13.5.2 and
13.5.3, whether or not such Work is fabricated, installed or completed. The
foregoing authority of the Construction Manager will be subject to the
provisions of Subparagraphs 4.6.18 through 4.6.20 inclusive, with respect to
interpretations and decisions of the Architect. However, neither the Architect's
nor the Construction Manager's authority to act under this Subparagraph 4.6.10
nor a decision made by either of them in good faith either to exercise or not to
exercise such authority shall give rise to a duty or responsibility of the
Architect or the Construction Manager to a Contractor, material and
equipment suppliers, their agents or employees, or other persons performing any
of the Work.

4.6.11 The Construction Manager will receive from the Contractor and review and
approve all Shop Drawings, Product Data and Samples, coordinate them with
information received from other Contractors, and transmit to the Architect those
recommended for approval. The Construction Manager's actions will be taken with
such reasonable promptness as to cause no delay in the Work of the Contractor or
in the activities of other Contractors, the Owner, or the Architect.

4.6.12 The Architect will review and approve or take other appropriate action
upon the Contractor's submittals such as Shop Drawings, Product Data and
Samples, but only for the limited purpose of checking for conformance with
information given and the design concept expressed in the Contract Documents.
The Architect's action will be taken with such reasonable promptness as to cause
no delay in the Work of the Contractor or in the activities of the other
Contractors, the Owner, or the Construction Manager, while allowing sufficient
time in the Architect's professional judgment to permit adequate review. Review
of such submittals is not conducted for the purpose of determining the accuracy
and completeness of other details such as dimensions and quantities, or for
substantiating instructions for installation or performance of equipment or
systems, all of which remain the responsibility of the Contractor as required by
the Contract Documents. The Architect's review of the Contractor's submittals
shall not relieve the Contractor of the obligations under Paragraphs 3.3, 3.5
and 3.12. The Architect's review shall not constitute approval of safety
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AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
AIA and can be reproduced without violation until the date of expiration as
noted below.

<PAGE>   40
precautions or, unless otherwise specifically stated by the Architect, of any
construction means, methods, techniques, sequences or procedures. The
Architect's approval of a specific item shall not indicate approval of an
assembly of which the item is a component.

4.6.13 The Construction Manager will prepare Change Orders and Construction
Change Directives.

4.6.14 Following consultation with the Construction Manager, the Architect will
take appropriate action on Change Orders or Construction Change Directives in
accordance with Article 7 and will have authority to order minor changes in the
Work as provided in Paragraph 7.4.

4.6.15 The Construction Manager will maintain at the site for the Owner one
record copy of all Contracts, Drawings, Specifications, addenda, Change Orders
and other Modifications, in good order and marked currently to record all
changes and selections made during construction, and in addition approved Shop
Drawings, Product Data, Samples and similar required submittals. These will be
available to the Architect and the Contractor, and will be delivered to the
Owner upon completion of the Project.

4.6.16 The Construction Manager will assist the Architect in conducting
inspections to determine the dates of Substantial Completion and final
completion, and will receive and forward to the Architect written warranties and
related documents required by the Contract and assembled by the Contractor(s).
The Construction Manager will forward to the Architect a final Project
Application and Project Certificate for Payment upon compliance with the
requirements of the Contract Documents.

4.6.17 If the Owner and Architect agree, the Architect will provide one or more
project representatives to assist in carrying out the Architect's
responsibilities at the site. The duties, responsibilities and limitations of
authority of such project representatives shall be as set forth in an exhibit to
be incorporated in the Contract Documents.

4.6.18 The Architect will interpret and decide matters concerning performance
under and requirements of the Contract Documents on written request of the
Construction Manager, Owner or a Contractor. The Architect's response to such
requests will be made with reasonable promptness and within any time limits
agreed upon. If no agreement is made concerning the time within which
interpretations required of the Architect shall be furnished in compliance with
this Paragraph 4.6, then delay shall not be recognized on account of failure by
the Architect to furnish such interpretations until 15 days after written
request is made for them.

4.6.19 Interpretations and decisions of the Architect will be consistent with
the intent of and reasonably inferable from the Contract Documents and will be
in writing or in the form of drawings. When making such interpretations and
decisions, the Architect will endeavor to secure faithful performance by both
Owner and Contractor, will not show partiality to either and will not be liable
for results of interpretations or decisions so rendered in good faith.

4.6.20 The Architect's decisions on matters relating to aesthetic effect will be
final if consistent with the intent expressed in the Contract Documents.

4.7     CLAIMS AND DISPUTES

4.7.1 DEFINITION. A Claim is a demand or assertion by one of the parties
seeking, as a matter of right, adjustment or interpretation of Contract terms,
payment of money, extension of time or other relief with respect to the terms of
the Contract. The term "Claim" also includes other disputes and matters in
question between the Owner and Contractor arising out of or relating to the
Contract. Claims must be made by written notice. The responsibility to
substantiate Claims shall rest with the party making the Claim.

4.7.2 DECISION OF ARCHITECT. Claims, including those alleging an error or
omission by the Construction Manager or Architect, shall be referred initially
to the Architect for action as provided in Paragraph 4.8. A decision by the
Architect, as provided in Subparagraph 4.8.4, shall be required as a condition
precedent to mediation of a Claim between a Contractor and Owner as to all such
matters arising prior to the date final payment is due, regardless of (1)
whether such matters relate to execution and progress of the Work or (2) the
extent to which the Work has been completed. The decision by the Architect in
response to a Claim shall not be a condition precedent to mediation in the event
(1) the position of Architect is vacant, (2) the Architect has not received
evidence or has failed to render a decision within agreed time limits, (3) the
Architect has failed to take action required under Subparagraph 4.8.4 within 30
days after the Claim is made, (4) 45 days have passed after the Claim has been
referred to the Architect or (5) the Claim relates to a mechanic's lien.

4.7.3 TIME LIMITS ON CLAIMS. Claims by either party must be made within 21 days
after occurrence of the event giving rise to such Claim or within 21 days after
the claimant first recognizes the condition giving rise to the Claim, whichever
is later. Claims must be made by written notice. An additional Claim made after
the initial Claim has been implemented by Change Order will not be considered
unless submitted in a timely manner.
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AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
AIA and can be reproduced without violation until the date of expiration as
noted below.


<PAGE>   41
4.7.4 CONTINUING CONTRACT PERFORMANCE. Pending final resolution of a Claim
including mediation, unless otherwise agreed in writing the Contractor shall
proceed diligently with performance of the Contract and the Owner shall continue
to make payments in accordance with the Contract Documents.

4.7.5 WAIVER OF CLAIMS: FINAL PAYMENT. The making of final payment shall
constitute a waiver of Claims by the Owner except those arising from:

         .1       liens, Claims, security interests or encumbrances arising out
                  of the Contract and unsettled;

         .2       failure of the Work to comply with the requirements of the
                  Contract Documents; or

         .3       terms of special warranties required by the Contract
                  Documents.

4.7.6 CLAIMS FOR CONCEALED OR UNKNOWN CONDITIONS. If conditions are encountered
at the site which are (1) subsurface or otherwise concealed physical conditions
which differ materially from those indicated in the Contract Documents or (2)
unknown physical conditions of an unusual nature, which differ materially from
those ordinarily found to exist and generally recognized as inherent in
construction activities of the character provided for in the Contract Documents,
then notice by the observing party shall be given to the other party promptly
before conditions are disturbed and in no event later than 21 days after first
observance of the conditions. The Architect will promptly investigate such
conditions and, if they differ materially and cause an increase or decrease in
the Contractor's cost of, or time required for, performance of any part of the
Work, will recommend an equitable adjustment in the Contract Sum or Contract
Time, or both. If the Architect determines that the conditions at the site are
not materially different from those indicated in the Contract Documents and that
no change in the terms of the Contract is justified, the Architect shall so
notify the Owner and Contractor in writing, stating the reasons. Claims by
either party in opposition to such determination must be made within 21 days
after the Architect has given notice of the decision. If the Owner and a
Contractor cannot agree on an adjustment in the Contract Sum or Contract Time,
the adjustment shall be referred to the Architect for initial determination,
subject to further proceedings pursuant to Paragraph 4.8.

4.7.7 CLAIMS FOR ADDITIONAL COST. If a Contractor wishes to make Claim for an
increase in the Contract Sum, written notice as provided herein shall be given
before proceeding to execute the Work. Prior notice is not required for Claims
relating to an emergency endangering life or property arising under Paragraph
10.3. If the Contractor believes additional cost is involved for reasons
including but not limited to (1) a written interpretation from the Architect,
(2) an order by the Owner to stop the Work where the Contractor was not at
fault, (3) a written order for a minor change in the Work issued by the
Architect, (4) failure of payment by the Owner, (5) termination of the Contract
by the Owner, (6) Owner's suspension or (7) other reasonable grounds, Claim
shall be filed in accordance with the procedure established herein.

4.7.8   CLAIMS FOR ADDITIONAL TIME.

4.7.8.1 If the Contractor wishes to make Claim for an increase in the Contract
Time, written notice as provided herein shall be given. The Contractor's Claim
shall include an estimate of cost and of probable effect of delay on progress of
the Work. In the case of a continuing delay only one Claim is necessary.

4.7.8.2 If adverse weather conditions are the basis for a Claim for additional
time, such Claim shall be documented by data substantiating that weather
conditions were abnormal for the period of time and could not have been
reasonably anticipated, and that weather conditions had an adverse effect on the
scheduled construction.

4.7.9 Injury or Damage to Person or Property. If either party to the Contract
suffers injury or damage to person or property because of an act or omission of
the other party, of any of the other party's employees or agents, or of others
for whose acts such party is legally liable, written notice of such injury or
damage, whether or not insured, shall be given to the other party within a
reasonable time not exceeding 21 days after first observance. The notice shall
provide sufficient detail to enable the other party to investigate the matter.
If a Claim for additional cost or time related to this Claim is to be asserted,
it shall be filed as provided in Subparagraphs 4.7.7 or 4.7.8.

4.8     RESOLUTION OF CLAIMS AND DISPUTES

4.8.1 The Architect will review Claims and take one or more of the following
preliminary actions within ten days of receipt of a Claim: (1) request
additional supporting data from the claimant, (2) submit a schedule to the
parties indicating when the Architect expects to take action, (3) reject the
Claim in whole or in part, stating reasons for rejection, (4) recommend approval
of the Claim by the other party or (5) suggest a compromise. The Architect may
also, but is not obligated to, notify the surety, if any, of the nature and
amount of the Claim.

4.8.2   If a Claim has been resolved, the Architect will
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AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
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noted below.

<PAGE>   42
prepare or obtain appropriate documentation.

4.8.3 If a Claim has not been resolved, the party making the Claim shall, within
ten days after the Architect's preliminary response, take one or more of the
following actions: (1) submit additional supporting data requested by the
Architect, (2) modify the initial Claim or (3) notify the Architect that the
initial Claim stands.

4.8.4 If a Claim has not been resolved after consideration of the foregoing and
of further evidence presented by the parties or requested by the Architect, the
Architect will notify the parties in writing that the Architect's decision will
be made within seven days, which decision shall be final and binding on the
parties but subject to mediation. Upon expiration of such time period, the
Architect will render to the parties the Architect's written decision relative
to the Claim, including any change in the Contract Sum or Contract Time or both.
If there is a surety and there appears to be a possibility of a Contractor's
default, the Architect may, but is not obligated to, notify the surety and
request the surety's assistance in resolving the controversy.

4.9     ARBITRATION

4.9.1 CONTROVERSIES AND CLAIMS SUBJECT TO ARBITRATION. See Exhibit "A", dated
August 20, 1997, to the Contract between the Owner and the Construction Manager.
Arbitration is replaced by Mediation for "Dispute Resolution". 

4.9.2 RULES AND NOTICES FOR ARBITRATION. 

4.9.3 CONTRACT PERFORMANCE DURING ARBITRATION.

4.9.4 WHEN ARBITRATION MAY BE DEMANDED. 

4.9.4.1 

4.9.4.2 

4.9.5 LIMITATION ON CONSOLIDATION OR JOINDER. 
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AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
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<PAGE>   43
4.9.6 CLAIMS AND TIMELY ASSERTION OF CLAIMS.

4.9.7 JUDGMENT ON FINAL AWARD.

                                   ARTICLE 5

                                 SUBCONTRACTORS
5.1     DEFINITIONS

5.1.1 A Subcontractor is a person or entity who has a direct contract to perform
a portion of the Work at the site. The term "Subcontractor" is referred to
throughout the Contract Documents as if singular in number and means a
Contractor, a Subcontractor or an authorized representative of the Contractor or
the Subcontractor. The terms "Contractor" and "Subcontractor" are synonymous
with each other.

5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect
contract with a Subcontractor to perform a portion of the Work at the site. The
term "Sub-subcontractor" is referred to throughout the Contract Documents as if
singular in number and means a Sub-subcontractor or an authorized representative
of the Sub-subcontractor.

5.2     AWARD OF SUBCONTRACTS AND OTHER
        CONTRACTS FOR PORTIONS OF THE
        WORK

5.2.1 Unless otherwise stated in the Contract Documents or the bidding
requirements, the Contractor, as soon as practicable after award of the
Contract, shall furnish in writing to the Construction Manager for review by the
Owner, Construction Manager and Architect the names of persons or entities
(including those who are to furnish materials or equipment fabricated to a
special design) proposed as a Sub-subcontractor, if any, for each principal
portion of the Contractor's Work. The Construction Manager will promptly reply
to the Contractor in writing stating whether or not the Owner, Construction
Manager or Architect, after due investigation, has reasonable objection to any
such proposed person or entity. Failure of the Construction Manager to reply
promptly shall constitute notice of no reasonable objection.

5.2.2 The Contractor shall not contract with a proposed person or entity to whom
the Owner, Construction Manager or Architect has made reasonable and timely
objection. The Contractor shall not be required to contract with anyone to whom
the Contractor has made reasonable objection.

5.2.3 If the Owner, Construction Manager or Architect has reasonable objection
to a person or entity proposed by the Contractor, the Contractor shall propose
another to whom the Owner, Construction Manager or Architect has no reasonable
objection. The Contract Sum shall be increased or decreased by the difference in
cost occasioned by such change and an appropriate Change Order shall be issued.
However, no increase in the Contract Sum shall be allowed for such change unless
the Contractor has acted promptly and responsively in submitting names as
required.

5.2.4 The Construction Manager shall not change a Subcontractor, person or
entity previously selected if the Owner, or Architect makes reasonable objection
to such change.

5.3     SUBCONTRACTUAL RELATIONS

5.3.1 By appropriate agreement, written where legally required for validity, the
Construction Manager shall require each Subcontractor, to the extent of the Work
to be performed by the Subcontractor, to be bound to the Construction Manager by
terms of the Contract Documents, and to assume toward the Construction Manager
all the obligations and responsibilities which the Construction Manager, by
these Documents, assumes toward the Owner, and Architect. Each subcontract
agreement shall preserve and protect the rights of the Owner, Construction
Manager and Architect under the Contract Documents with respect to the Work to
be performed by the Subcontractor so that subcontracting thereof will not
prejudice such rights, and shall allow to the Subcontractor, unless specifically
provided otherwise in the subcontract agreement, the benefit of all
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AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
AIA and can be reproduced without violation until the date of expiration as
noted below.

<PAGE>   44
rights, remedies and redress against the Owner that the Construction Manager, by
the Contract Documents, has against the Owner. Where appropriate, the
Construction Manager shall require each Subcontractor to enter into similar
agreements with Sub-subcontractors. The Construction Manager shall make
available to each proposed Subcontractor, prior to the execution of the
subcontract agreement, copies of the Contract Documents to which the
Subcontractor will be bound, and, upon written request of the Subcontractor,
identify to the Subcontractor terms and conditions of the proposed subcontract
agreement which may be at variance with the Contract Documents. Subcontractors
shall similarly make copies of applicable portions of such documents available
to their respective proposed Sub-subcontractors.

5.4     CONTINGENT ASSIGNMENT OF
        SUBCONTRACTS

5.4.1 Each subcontract agreement for a portion of the Work is assigned by the
Construction Manager to the Owner provided that:

         .1       assignment is effective only after termination of the Contract
                  by the Owner for cause pursuant to Paragraph 14.2 and only for
                  those subcontract agreements which the Owner accepts by
                  notifying the Subcontractor in writing; and

         .2       assignment is subject to the prior rights of the surety, if
                  any, obligated under bond relating to the Contract.

5.4.2 If the Work has been suspended for more than 30 days, the Subcontractor's
compensation shall be equitably adjusted.

                                   ARTICLE 6
                          CONSTRUCTION BY OWNER OR BY
                               OTHER CONTRACTORS

6.1     OWNER'S RIGHT TO PERFORM
        CONSTRUCTION WITH OWN FORCES
        AND TO AWARD OTHER CONTRACTS

6.1.1 The Owner reserves the right to perform construction or operations related
to the Project with the Owner's own forces, which include persons or entities
under separate contracts not administered by the Construction Manager. The Owner
further reserves the right to award other contracts in connection with other
portions of the Project or other construction or operations on the site under
Conditions of the Contract identical or substantially similar to these
including those portions related to insurance and waiver of subrogation. If the
Contractor claims that delay or additional cost is involved because of such
action by the Owner, the Contractor shall make such Claim as provided elsewhere
in the Contract Documents.

6.1.2 When the Owner performs construction or operations with the Owner's own
forces including persons or entities under separate contracts not administered
by the Construction Manager, the Owner shall provide for coordination of such
forces with the Work of the Contractor, who shall cooperate with them.

6.1.3 Unless otherwise provided in the Contract Documents, when the Owner
performs construction or operations related to the Project with the Owner's own
forces, the Owner shall be deemed to be subject to the same obligations and to
have the same rights which apply to the Contractors under the Conditions of the
Contract, including, without excluding others, those stated in this Article 6
and in Articles 3,10,11 and 12.

6.2     MUTUAL RESPONSIBILITY

6.2.1 The Contractor shall afford the Owner's own forces, Construction Manager
and other Contractors reasonable opportunity for introduction and storage of
their materials and equipment and performance of their activities, and shall
connect and coordinate the Contractor's construction and operations with theirs
as required by the Contract Documents.

6.2.2 If part of the Contractor's Work depends for proper execution or results
upon construction or operations by the Owner's own forces or other Contractors,
the Contractor shall, prior to proceeding with that portion of the Work,
promptly report to the Construction Manager and Architect apparent discrepancies
or defects in such other construction that would render it unsuitable for such
proper execution and results. Failure of the Contractor so to report shall
constitute an acknowledgment that the Owner's own forces or other Contractors'
completed or partially completed construction is fit and proper to receive the
Contractor's Work, except as to defects not then reasonably discoverable.

6.2.3 Costs caused by delays or by improperly timed activities or defective
construction shall be borne by the party responsible therefor.

6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the
Contractor to completed construction or partially completed construction or to
property of the Owner or other Contractors as provided in Subparagraph 10.2.5.
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AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
AIA and can be reproduced without violation until the date of expiration as
noted below.

<PAGE>   45
6.2.5 Claims and other disputes and matters in question between the Contractor
and other Contractors shall be subject to the provisions of Paragraph 4.7
provided the other Contractors have reciprocal obligations.

6.2.6 The Owner and other Contractors shall have the same responsibilities for
cutting and patching as are described for the Contractor in Paragraph 3.14.

6.3     OWNER'S RIGHT TO CLEAN UP

6.3.1 If a dispute arises among a Contractor, other Contractors and the Owner as
to the responsibility under their respective contracts for maintaining the
premises and surrounding area free from waste materials and rubbish as described
in Paragraph 3.15, the Owner may clean up and allocate the cost among those
responsible as the Construction Manager, in consultation with the Architect,
determines to be just.

                                   ARTICLE 7
                              CHANGES IN THE WORK

7.1     CHANGES

7.1.1 Changes in the Work may be accomplished after execution of the Contract,
and without invalidating the Contract, by Change Order, Construction Change
Directive or order for a minor change in the Work, subject to the limitations
stated in this Article 7 and elsewhere in the
Contract Documents.

7.1.2 A Change Order shall be based upon agreement among the Owner, Construction
Manager, Architect and Contractor; a Construction Change Directive requires
agreement by the Owner, Construction Manager and Architect and may or may not be
agreed to by the Contractor; an order for a minor change in the Work may be
issued by the Architect alone.

7.1.3 Changes in the Work shall be performed under applicable provisions of the
Contract Documents, and Contractor shall proceed promptly, unless otherwise
provided in the Change Order, Construction Change Directive or order for a minor
change in the Work.

7.1.4 If unit prices are stated in the Contract Documents or subsequently agreed
upon, and if quantities originally contemplated are so changed in a proposed
Change Order or Construction Change Directive that application of such unit
prices to quantities of Work proposed will cause substantial inequity to the
Owner or Contractor, the applicable unit prices shall be equitably adjusted.

7.2     CHANGE ORDERS

7.2.1 A Change Order is a written instrument prepared by the Construction
Manager and signed by the Owner, Construction Manager, Architect and Contractor,
stating their
agreement upon all of the following:

   .1   a change in the Work;

   .2   the amount of the adjustment in the Contract Sum, if
        any; and

   .3   the extent of the adjustment in the Contract Time, if
        any.

7.2.2 Methods used in determining adjustments to the Contract Sum may include
those listed in Subparagraph 7.3.3.

7.3     CONSTRUCTION CHANGE DIRECTIVES

7.3.1 A Construction Change Directive is a written order prepared by the
Construction Manager and signed by the Owner, Construction Manager and
Architect, directing a change in the Work and stating a proposed basis for
adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may
by Construction Change Directive, without invalidating the Contract, order
changes in the Work within the general scope of the Contract consisting of
additions, deletions or other revisions, the Contract Sum and Contract Time
being adjusted accordingly.

7.3.2 A Construction Change Directive shall be used in the absence of total
agreement on the terms of a Change Order.

7.3.3 If the Construction Change Directive provides for an adjustment to the
Contract Sum, the adjustment shall be based on one of the following methods:

         .1       mutual acceptance of a lump sum properly itemized and
                  supported by sufficient substantiating data to permit
                  evaluation;

         .2       unit prices stated in the Contract Documents or subsequently
                  agreed upon;

         .3       cost to be determined in a manner agreed upon by the parties
                  and a mutually acceptable fixed or percentage fee; or

         .4       as provided in Subparagraph 7.3.6.

7.3.4 Upon receipt of a Construction Change Directive, the Contractor shall
promptly proceed with the change in the
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AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
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noted below.

<PAGE>   46
Work involved and advise the Construction Manager and Architect of the
Contractor's agreement or disagreement with the method, if any, provided in the
Construction Change Directive for determining the proposed adjustment in the
Contract Sum or Contract Time.

7.3.5 A Construction Change Directive signed by the Contractor indicates the
agreement of the Contractor therewith, including adjustment in Contract Sum and
Contract Time or the method for determining them. Such agreement shall be
effective immediately and shall be recorded as a Change Order.

7.3.6 If the Contractor does not respond promptly or disagrees with the method
for adjustment in the Contract Sum, the method and the adjustment shall be
determined by the Construction Manager on the basis of reasonable expenditures
and savings of those performing the Work attributable to the change, including,
in case of an increase in the Contract Sum, a reasonable allowance for overhead
and profit. in such case, and also under Clause 7.3.3.3, the Contractor shall
keep and present, in such form as the Construction Manager may prescribe, an
itemized accounting together with appropriate supporting data. Unless otherwise
provided in the Contract Documents, costs for the purposes of this Subparagraph
7.3.6 shall be limited to the following:

         .1       costs of labor, including social security, old age and
                  unemployment insurance, fringe benefits required by agreement
                  or custom, and workers compensation insurance;

         .2       costs of materials, supplies and equipment, including cost of
                  transportation, whether incorporated or consumed;

         .3       rental costs of machinery and equipment, exclusive of hand
                  tools, whether rented from the Contractor or others;

         .4       costs of premiums for all bonds and insurance, permit fees,
                  and sales, use or similar taxes related to the Work; and

         .5       additional costs of supervision and field office personnel
                  directly attributable to the change.

7.3.7 Pending final determination of cost to the Owner, amounts not in dispute
may be included in Applications for Payment. The amount of credit to be allowed
by the Contractor to the Owner for a deletion or change which results in a net
decrease in the Contract Sum shall be actual net cost as confirmed by the
Construction Manager. When both additions and credits covering related Work or
substitutions are involved in a change, the allowance for overhead and profit
shall be figured on the basis of net increase, if any, with respect to that
change.

7.3.8 If the Owner and Contractor do not agree with the adjustment in Contract
Time or the method for determining it, the adjustment or the method shall be
referred to the Construction Manager for determination.

7.3.9 When the Owner and Contractor agree with the determination made by the
Construction Manager concerning the adjustments in the Contract Sum and Contract
Time, or otherwise reach agreement upon the adjustments, such agreement shall be
effective immediately issued through the Construction Manager and shall be
recorded by preparation and execution of an appropriate Change Order.

7.4     MINOR CHANGES IN THE WORK

7.4.1 The Architect will have authority to order minor changes in the Work not
involving adjustment in the Contract Sum or extension of the Contract Time and
not inconsistent with the intent of the Contract Documents. Such changes shall
be effected by written order issued through the Construction Manager and shall
be binding on the Owner and Contractor. The Contractor shall carry out such
written orders promptly.

                                   ARTICLE 8

                                      TIME
8.1     DEFINITIONS

8.1.1 Unless otherwise provided, Contract Time is the period of time, including
authorized adjustments, allotted in the Contract Documents for Substantial
Completion of the Work.

8.1.2 The date of commencement of the Work is the date established in the
Agreement. The date shall not be postponed by the failure to act of the
Contractor or of persons or entities for whom the Contractor is responsible.

8.1.3 The date of Substantial Completion is the date certified by the Architect
in accordance with Paragraph 9.8.

8.1.4 The term "day" as used in the Contract Documents shall mean calendar day
unless otherwise specifically defined.

8.2     PROGRESS AND COMPLETION
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AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
AIA and can be reproduced without violation until the date of expiration as
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<PAGE>   47
8.2.1 Time limits stated in the Contract Documents are of the essence of the
Contract. By executing the Agreement the Contractor confirms that the Contract
Time is a reasonable period for performing the Work.

8.2.2 The Contractor shall not knowingly, except by agreement or instruction of
the Owner in writing, prematurely commence operations on the site or elsewhere
prior to the effective date of insurance required by Article 11 to be furnished
by the Contractor. The date of commencement of the Work shall not be changed by
the effective date of such insurance. Unless the date of commencement is
established by a notice to proceed given by the Owner, the Contractor shall
notify the Owner in writing not less than five days or other agreed period
before commencing the Work to permit the timely filing of mortgages, mechanic's
liens and other security interests.

8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall
ensure that his actions shall cause Substantial Completion within the Contract
Time to be achieved.

8.3     DELAYS AND EXTENSIONS OF TIME

8.3.1 If the Contractor is delayed at any time in progress of the Work by an act
or neglect of the Owner's own forces, Construction Manager, Architect, any of
the other Contractors or an employee of any of them, or by changes ordered in
the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable
casualties or other causes beyond the Contractor's control, or by delay
authorized by the Owner pending mediation, or by other causes which the
Architect, based on the recommendation of the Construction Manager, determines
may justify delay, then the Contract Time shall be extended by Change Order for
such reasonable time as the Architect may determine.

8.3.2 Claims relating to time shall be made in accordance with applicable
provisions of Paragraph 4.7.

8.3.3 This Paragraph 8.3 does not preclude recovery of damages for delay by
either party under other provisions of the Contract Documents.

                                   ARTICLE 9

                            PAYMENTS AND COMPLETION

9.1     CONTRACT SUM

9.1.1 The Contract Sum is stated in the Agreement and, including authorized
adjustments, is the total amount payable by the Owner, through the Construction
Manager, to the Contractor for performance of the Work under the Contract
Documents.

9.2     SCHEDULE OF VALUES

9.2.1 Before the first Application for Payment, the Contractor shall submit to
the Architect, through the Construction Manager, a schedule of values allocated
to various portions of the Work, prepared in such form and supported by such
data to substantiate its accuracy as the Construction, Manager and Architect may
require. This schedule, unless objected to by the Construction Manager or
Architect, shall be used as a basis for reviewing the Contractor's Applications
for Payment.

9.3     APPLICATIONS FOR PAYMENT

9.3.1 At least ten days before the date established for each progress payment,
the Contractor shall submit to the Construction Manager an itemized Application
for Payment for Work completed in accordance with the schedule of values. Such
application shall be notarized, if required, and supported by such data
substantiating the Contractor's right to payment as the Owner, Construction
Manager or Architect may require, such as copies of requisitions from
Sub-subcontractors and material suppliers, and reflecting retainage if provided
for elsewhere in the Contract Documents.

9.3.1.1 Such applications may include requests for payment on account of changes
in the Work which have been properly authorized by Construction Change
Directives but not yet included in Change Orders.

9.3.1.2 Such applications may not include requests for payment of amounts the
Contractor does not intend to pay to a Sub-subcontractor or material supplier
because of a dispute or other reason.

9.3.2 Unless otherwise provided in the Contract Documents, payments shall be
made on account of materials and equipment delivered and suitably stored at the
site for subsequent incorporation in the Work. If approved in advance by the
Owner, payment may similarly be made for materials and equipment suitably stored
off the site at a location agreed upon in writing. Payment for materials and
equipment stored on or off the site shall be conditioned upon compliance by the
Contractor with procedures satisfactory to the Owner to establish the Owner's
title to such materials and equipment or otherwise protect the Owner's interest,
and shall include applicable insurance, storage and transportation to the site
for such materials and equipment stored off the site.
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AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
AIA and can be reproduced without violation until the date of expiration as
noted below.

<PAGE>   48
9.3.3 The Contractor warrants that title to all Work covered by an Application
for Payment will pass to the Owner no later than the time of payment. The
Contractor further warrants that upon submittal of an Application for Payment
all Work for which Certificates for Payment have been previously issued and
payments received from the Owner shall, to the best of the Contractor's
knowledge, information and belief, be free and clear of liens, claims, security
interests or encumbrances in favor of the Contractor, Subcontractors, material
suppliers, or other persons or entities making a claim by reason of having
provided labor, materials and equipment relating to the Work.

9.4     CERTIFICATES FOR PAYMENT

9.4.1 The Construction Manager will assemble a Project Application for Payment
by combining the Contractor's applications with similar applications for
progress payments from other Contractors and, after certifying the amounts due
on such applications, forward them to the Architect within seven days.

9.4.2 Within seven days after the Architect's receipt of the Project Application
for Payment, the Construction Manager and Architect will either issue to the
Owner a Project Certificate for Payment, for such amount as the Construction
Manager and Architect determine is properly due, or notify the Contractor and
Owner in writing of the Construction Manager's and Architect's reasons for
withholding certification in whole or in part as provided in Subparagraph 9.5.1.
Such notification will be forwarded to the Contractor by the Construction
Manager.

9.4.3 The issuance of a separate Certificate for Payment or a Project
Certificate for Payment will constitute representations made separately by the
Construction Manager and Architect to the Owner, based on their individual
observations at the site and the data comprising the Application for Payment
submitted by the Contractor, that the Work has progressed to the point indicated
and that, to the best of the Construction Manager's and Architect's knowledge,
information and belief, quality of the Work is in accordance with the Contract
Documents. The foregoing representations are subject to an evaluation of the
Work for conformance with the Contract Documents upon Substantial Completion, to
results of subsequent tests and inspections, to minor deviations from the
Contract Documents correctable prior to completion and to specific
qualifications expressed by the Construction Manager or Architect. The issuance
of a separate Certificate for Payment or a Project Certificate for Payment will
further constitute a representation that the Contractor is entitled to payment
in the amount certified. However, the issuance of a separate Certificate for
Payment or a Project Certificate for Payment shall be a representation that the
Construction Manager has made it's best efforts (1) to perform on-site
inspections to check the quality or quantity of the Work, (2) to review the
Contractor's construction means, methods, techniques, sequences or procedures,
(3) to review copies of requisitions received from Subcontractors and material
suppliers and other data requested by the Owner to substantiate the Contractor's
right to payment or (4) to ascertain how or for what purpose the Contractor has
used money previously paid on account of the Contract Sum.

9.5     DECISIONS TO WITHHOLD
        CERTIFICATION

9.5.1 The Construction Manager or Architect may decide not to certify payment
and may withhold a Certificate for Payment in whole or in part to the extent
reasonably necessary to protect the Owner, if in the Construction Manager's or
Architect's opinion the representations to the Owner required by Subparagraph
9.4.3 cannot be made. If the Construction Manager or Architect is unable to
certify payment in the amount of the Application, the Construction Manager or
Architect will notify the Contractor and Owner as provided in Subparagraph
9.4.2. If the Contractor, Construction Manager and Architect cannot agree on a
revised amount, the Construction Manager and Architect will promptly issue a
Certificate for Payment for the amount for which the Construction Manager and
Architect are able to make such representations to the Owner. The Construction
Manager or Architect may also decide not to certify payment or, because of
subsequently discovered evidence or subsequent observations, may nullify the
whole or a part of a Certificate for Payment previously issued, to such extent
as may be necessary in the Construction Manager's or Architect's opinion to
protect the Owner from loss because of:

         .1       defective Work not remedied;

         .2       third party claims filed or reasonable evidence indicating
                  probable filing of such claims;

         .3       failure of the Contractor to make payments properly to
                  Sub-subcontractors or for labor, materials or
                  equipment;

         .4       reasonable evidence that the Work cannot be completed for the
                  unpaid balance of the Contract Sum;

         .5       damage to the Owner or another contractor;
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AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
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<PAGE>   49
         .6       reasonable evidence that the Work will not be completed within
                  the Contract Time, and that the unpaid balance would not be
                  adequate to cover actual or liquidated damages for the
                  anticipated delay; or

         .7       persistent failure to carry out the Work in accordance with
                  the Contract Documents.

9.5.2 When the above reasons for withholding certification are removed,
certification will be made for amounts previously withheld.

9.6     PROGRESS PAYMENTS

9.6.1 After the Construction Manager and Architect have issued a Project
Certificate for Payment, the Owner shall make payment in the manner and within
the time provided in the Contract Documents, and shall so notify the
Construction Manager and Architect.

9.6.2 The Construction Manager shall promptly pay each Subcontractor, upon
receipt of payment from the Owner, out of the amount paid to the Construction
Manager on account of such Subcontractor's portion of the Work, the amount to
which said Subcontractor is entitled, reflecting percentages actually retained
from payments to the Construction Manager on account of such Subcontractor's
portion of the Work. The Construction Manager shall, by appropriate agreement
with each Subcontractor, require each Subcontractor to make payments to
Sub-subcontractors in similar manner.

9.6.3 The Construction Manager will, on request, furnish to a Subcontractor, if
practicable, information regarding percentages of completion or amounts applied
for and action taken thereon by the Owner, Construction Manager and Architect on
account of portions of the Work done by such Subcontractor.

9.6.4 Neither the Owner, Construction Manager nor Architect shall have an
obligation to pay or to see to the payment of money to a Subcontractor except as
may otherwise be required by law.

9.6.5 Payment to material suppliers shall be treated in a manner similar to that
provided in Subparagraphs 9.6.2, 9.6.3 and 9.6.4.

9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or
occupancy of the Project by the Owner shall not constitute acceptance of Work
not in accordance with the Contract Documents.

9.7     FAILURE OF PAYMENT

9.7.1 If, through no fault of the Contractor, 1) the Construction Manager and
Architect do not issue a Project Certificate for Payment within twenty-one days
after the Construction Manager's receipt of the Contractor's Application for
Payment or 2) the Owner does not pay the Construction Manager within fifteen
days after the date established in the Documents the amount certified by the
Construction, Manager and Architect or awarded by mediation, then the Contractor
may, upon seven additional days' written notice to the Owner, Construction,
Manager and Architect, stop the Work until payment of the amount owing has been
received. The Contract Time shall be extended appropriately and the Contract Sum
shall be increased by the amount of the Contractor's reasonable costs of
shut-down, delay and start-up, which shall be accomplished as provided in
Article 7.

9.8     SUBSTANTIAL COMPLETION

9.8.1 Substantial Completion is the stage in the progress of the Work when the
Work or designated portion thereof is sufficiently complete in accordance with
the Contract Documents so the Owner can occupy or utilize the Work for its
intended use.

9.8.2 When the Construction Manager considers that the Work, or a portion
thereof which the Owner agrees to accept separately, is substantially complete,
the Construction Manager shall prepare and submit to the Architect a
comprehensive list of items to be completed or corrected. The Construction
Manager shall proceed promptly to have the Contractors complete and correct
their respective items on the list. Failure to include an item on such list does
not alter the responsibility of a Contractor to complete all of his Work in
accordance with the Contract Documents. Upon receipt of the list, the Architect,
assisted by the Construction Manager, will make an inspection to determine
whether the Work or designated portion thereof is substantially complete. If the
Architect's inspection discloses any item, whether or not included on the list,
which is not in accordance with the requirements of the Contract Documents, the
responsible Contractor shall, before issuance of the Certificate of Substantial
Completion, complete or correct such item upon notification by the Architect.
The Contractor shall then submit a request for another inspection by the
Architect, assisted by the Construction Manager, to determine Substantial
Completion. When the Work or designated portion thereof is substantially
complete, the Architect will prepare a Certificate of Substantial Completion
which shall establish the date of Substantial Completion, shall establish
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AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
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noted below.

<PAGE>   50
responsibilities of the Owner and Contractor(s) for security, maintenance, heat.
utilities, damage to the Work and insurance, and shall fix the time within which
the Contractor(s) shall furnish all items on the list accompanying the
Certificate. Warranties required by the Contract Documents shall commence on the
date of Substantial Completion of the Work or designated portion, thereof unless
otherwise provided in the Certificate of Substantial Completion. The Certificate
of Substantial Completion shall be submitted to the Owner and Contractor(s) for
their written acceptance of responsibilities assigned to them in such
Certificate.

9.8.3 Upon Substantial Completion of the Work or designated portion thereof and
upon application by the Contractor and certification by the Construction Manager
and Architect, the Owner shall make payment, reflecting adjustment in retainage,
if any, for such Work or portion thereof as provided in the Contract Documents.

9.9     PARTIAL OCCUPANCY OR USE

9.9.1 The Owner may occupy or use any completed or partially completed portion
of the Work at any stage when such portion is designated by separate agreement
with the Construction Manager provided such occupancy or use is consented to by
the insurer as required under Subparagraph 11.3.11 and authorized by public
authorities having jurisdiction over the Work. Such partial occupancy or use may
commence whether or not the portion is substantially complete, provided the
Owner and Construction Manager have accepted in writing the responsibilities
assigned to each of them for payments, retainage if any, security, maintenance,
heat, utilities, damage to the Work and insurance, and have agreed in writing
concerning the period for correction of the Work and commencement of warranties
required by the Contract Documents. When the Construction Manager considers a
portion substantially complete, the and Construction Manager shall jointly
prepare and submit a list to the Architect as provided under Subparagraph 9.8.2.
Consent of the Construction Manager to partial occupancy or use shall not be
unreasonably withheld. The stage of the progress of the Work shall be determined
by written agreement between the Owner and Contractor Construction Manager or,
if no agreement is reached, by decision of the Architect after consultation with
the Construction Manager.

9.9.2 Immediately prior to such partial occupancy or use, the Owner,
Construction Manager, Contractor(s) and Architect shall jointly inspect the area
to be occupied or portion of the Work to be used in order to determine and
record the condition of the Work.

9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or
portion,s of the Work shall not constitute acceptance of Work not complying with
the requirements of the Contract Documents.

9.10    FINAL COMPLETION AND FINAL PAYMENT

9.10.1 Upon completion of the Work, the Construction Manager shall forward to
the Architect a written notice that the Work is ready for final inspection and
acceptance and shall also forward to the Architect a final Contractor's
Application for Payment. Upon receipt, the Architect will promptly make such
inspection. When the Architect, based on the recommendation of the Construction
Manager, finds the Work acceptable under the Contract Documents and the Contract
fully performed, the Construction Manager and Architect will promptly issue a
final Certificate for Payment stating that to the best of their knowledge,
information and belief, and on the basis of their observations and inspections,
the Work has been completed in accordance with terms and conditions of the
Contract Documents and that the entire balance found to be due the Contractor
and noted in said final Certificate is due and payable. The Construction
Manager's and Architect's final Certificate for Payment will constitute a
further representation that conditions listed in Subparagraph 9.10.2 as
precedent to the Contractor's being entitled to final payment have been
fulfilled.

9.10.2 Neither final payment nor any remaining retained percentage shall become
due until the Contractor submits to the Architect through the Construction
Manager (1) an affidavit that payrolls, bills for materials and equipment, and
other indebtedness connected with the Work for which the Owner or the Owner's
property might be responsible or encumbered (less amounts withheld by Owner)
have been paid or other wise satisfied, (2) a certificate evidencing that
insurance required by the Contract Documents to remain in force after final
payment is currently in effect and will not be canceled or allowed to expire
until at least 30 days' prior written notice has been given to the Owner, (3) a
written statement that the Contractor knows of no substantial reason that the
insurance will not be renewable to cover the period required by the Contract
Documents, (4) consent of surety, if any, to final payment and (5), if required
by the Owner, other data establishing payment or satisfaction of obligations,
such as receipts, releases and waivers of liens, claims, security interests or
encumbrances arising out of the Contract, to the extent and in such form as may
be designated by the Owner. If a Subcontractor refuses to furnish a release or
waiver required by the Owner, the Owner may cause to have furnished a bond
satisfactory to the Owner to

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AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
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noted below.

<PAGE>   51
indemnify the Owner against such lien. If such lien remains unsatisfied after
payments are made, the Contractor shall refund to the Owner all money that the
Owner may be compelled to pay in discharging such lien,, including all costs and
reasonable attorneys' fees.

9.10.3 If, after Substantial Completion of the Work, final completion, thereof
is materially delayed through no fault of the Contractor or by issuance of
Change Orders affecting final completion, and the Construction Manager and
Architect so confirm, the Owner shall, upon application by the Contractor and
certification by the Construction Manager and Architect, and without terminating
the Contract, make payment of the balance due for that portion of the Work fully
completed and accepted. If the remaining balance for Work not fully completed or
corrected is less than retainage stipulated in the Contract Documents, and if
bonds have been furnished, the written consent of surety to payment of the
balance due for that portion of the Work fully completed and accepted shall be
submitted by the Contractor to the Architect through the Construction Manager
prior to certification of such payment. Such payment shall be made under terms
and conditions governing final payment, except that it shall not constitute a
waiver of Claims. The making of final payment shall constitute a waiver of
Claims by the Owner as provided in Subparagraph 4.4.5.

9.10.4 Acceptance of final payment by a Subcontractor or material supplier
shall constitute a waiver of claims by that payee except those previously made
in writing and identified by that payee as unsettled at the time of final
Application for Payment. Such waivers shall be in addition to the waiver
described in Subparagraph 4.7.5.

                                   ARTICLE 10

                       PROTECTION OF PERSONS AND PROPERTY

10.1    SAFETY PRECAUTIONS AND PROGRAMS

10.1.1 The Construction Manager shall use it's best efforts in initiating,
maintaining and supervising all safety precautions and programs in connection
with the performance of the Contract. The Contractors shall submit their
respective Contractor's safety program to the Construction Manager for review
and coordination with the safety programs of other Contractors.

10.1.2 In the event a Contractor encounters on the site material reasonably
believed to be asbestos or polychlorinated biphenyl (PCB) which has not been
rendered harmless, the Contractor shall immediately stop Work in the area
affected and report the condition to the Owner, Construction Manager and
Architect in writing. The Work in the affected area shall not thereafter be
resumed except by written agreement of the Owner and Contractor if in fact the
material is asbestos or polychlorinated biphenyl (PCB) and has not been rendered
harmless. The Work in the affected area shall be resumed in the absence of
asbestos or polychlorinated biphenyl (PCB), or when it has been rendered
harmless, by written agreement of the Owner and Contractor, or in accordance
with final determination by the Architect on which mediation has not been
demanded, or by mediation under Article 4.

10.1.3 The Contractor shall not be required pursuant to Article 7 to perform
without consent any Work relating to asbestos or polychlorinated biphenyl (PCB)

10.1.4 To the fullest extent permitted by law, the Owner shall indemnify and
hold harmless the Contractor, Construction Manager, Architect, their
consultants, and agents and employees of any of them from and against claims,
damages, losses and expenses, including but not limited to attorneys' fees,
arising out of or resulting from performance of the Work in the affected area if
in fact the material is asbestos or polychlorinated biphenyl (PCB) and has not
been rendered harmless, provided that such claim, damage, loss or expense is
attributable to bodily injury, sickness, disease or death, or to injury to or
destruction of tangible property (other than the Work itself) including loss of
use resulting therefrom, but only to the extent caused in whole or in part by
negligent acts or omissions of the Owner, anyone directly or indirectly employed
by the Owner or anyone for whose acts the Owner may be liable, regardless of
whether or not such claim, damage, loss or expense is caused in part by a patty
indemnified hereunder. Such obligation shall not be construed to negate, abridge
or reduce other rights or obligations of indemnity which would otherwise exist
as to a party or person described in this Subparagraph 10.1.4.

10.1.5 If reasonable precautions will be inadequate to prevent foreseeable
bodily injury or death to persons resulting from a material or substance
encountered on the site by a Contractor, the Contractor shall, upon recognizing
the condition, immediately stop Work in the affected area and report the
condition to the Owner, Construction Manager and Architect in writing. The
Owner, Contractor, Construction Manager and Architect shall then proceed in the
same manner described in Subparagraph 10.1.2.

10.1.6 The Owner shall be responsible for obtaining the services of a licensed
laboratory to verify a presence or absence of the material or substance reported
by the Contractor and, in the event such material or substance is found to be
present, to verify that it has been rendered harmless. Unless otherwise required
by the Contract
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AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
AIA and can be reproduced without violation until the date of expiration as
noted below.


<PAGE>   52
Documents, the Owner shall furnish in writing to the Construction Manager and
Architect the names and qualifications of persons or entities who are to perform
tests verifying the presence or absence of such material or substance or who are
to perform the task of removal or safe containment of such material or
substance. The Construction Manager and the Architect will promptly reply to the
Owner in writing stating whether or not any of them has reasonable objection to
the persons or entities proposed by the Owner. If the Construction Manager or
Architect has an objection to a person or entity proposed by the Owner, the
Owner shall propose another to whom the Construction Manager and the Architect
have no reasonable objection.

10.2    SAFETY OF PERSONS AND PROPERTY

10.2.1 The Construction Manager shall take reasonable precautions for safety of,
and shall provide or cause to have provided reasonable protection to prevent
damage, injury or loss to:

         .1 employees on the Work of other persons who may be affected thereby;

         .2 the Work and materials and equipment to be incorporated therein,
         whether in storage on or off the site, under care, custody or control
         of the Contractor or Sub-subcontractors;

         .3 other property at the site or adjacent thereto, such as trees,
         shrubs, lawns, walks, pavements, roadways, structures and utilities not
         designated for removal, relocation or replacement in the course of
         construction; and

         .4 construction or operations by the Owner or other Contractors.

10.2.2 The Construction Manager shall give notices and comply with applicable
laws, ordinances, rules, regulations and lawful orders of public authorities
bearing on safety of persons or property or their protection from damage, injury
or loss.

10.2.3 The Construction Manager shall erect and maintain, as required by
existing conditions and performance of the Contract, reasonable safeguards for
safety and protection, including posting danger signs and other warnings against
hazards, promulgating safety regulations and notifying owners and users of
adjacent sites and utilities.

10.2.4 When use for storage of explosives or other hazardous materials or
equipment or unusual methods are necessary for execution of the Work, the
Construction Manager shall exercise utmost care and carry on such activities
under supervision of properly qualified personnel.

10.2.5 The Construction Manager shall use it's best efforts to promptly remedy
damage and loss (other than damage or loss insured under property insurance
required by the Contract Documents) to property referred to in Clauses 10.2.1.2,
10.2.1.3 and 10.2.1.4 caused in whole or in part by a Subcontractor, a
Sub-subcontractor, or anyone directly or indirectly employed by any of them, or
by anyone for whose acts they may be liable and for which the Construction
Manager is responsible under Clauses 10.2.1.2, 10.2.1.3 and 10.2.1.4, except
damage or loss attributable to acts or omissions of the Owner, or Architect or
anyone directly or indirectly employed by any of them, or by anyone for whose
acts any of them may be liable, and not attributable to the fault or negligence
of the Construction Manager. The foregoing obligations of the Construction
Manager are in addition to the Construction Manager's obligations under
Paragraph 3.18.

10.2.6 The Construction Manager shall designate a responsible member of the
Construction Manager's organization at the site whose duty shall be the
prevention of accidents.

10.2.7 The Construction Manager shall use it's best efforts to ensure that no
part of the construction or site is loaded so as to endanger its safety.

10.3    EMERGENCIES

10.3.1 In an emergency affecting safety or persons or property, the Construction
Manager shall act, at the Construction Manager's discretion, to prevent
threatened damage, injury or loss. Additional compensation or extension of time
claimed by the Construction Manager on account of an emergency shall be
determined as provided in Paragraph 4.7 and Article 7.

                                   ARTICLE 11
                               INSURANCE AND BONDS

11.1    CONTRACTOR'S LIABILITY INSURANCE

11.1.1  The Construction Manager shall purchase
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AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
AIA and can be reproduced without violation until the date of expiration as
noted below.


<PAGE>   53
from and maintain in a company or companies lawfully authorized to do business
in the jurisdiction in which the Project is located such insurance as will
protect the Construction Manager from claims set forth below which may arise out
of or result from the Construction Manager's operations under the Contract and
for which the Construction Manager may be legally liable, whether such
operations be by the Construction Manager or by a Subcontractor or by anyone
directly or indirectly employed by any of them, or by anyone for whose acts any
of them may be liable:

         .1 claims under workers compensation, disability benefit and other
            similar employee benefit acts which are applicable to the Work to be
            performed;

         .2 claims for damages because of bodily injury, occupational sickness
            or disease, or death of the Construction Manager's employees;


         .3 claims for damages because of bodily injury, sickness or disease, or
            death of any person other than the Construction Manager's employees;

         .4 claims for damages insured by usual personal injury liability
            coverage which are sustained (1) by a person as a result of an
            offense directly or indirectly related to employment of such person
            by the Construction Manager, or (2) by another person;

         .5 claims for damages, other than to the Work itself, because of injury
            to or destruction of tangible property, including loss of use
            resulting therefrom;

         .6 claims for damages because of bodily injury, death of a person or
            property damage arising out of ownership, maintenance or use of a
            motor vehicle; and

         .7 claims involving contractual liability insurance applicable to the
            Construction Manager's obligations under Paragraph 3.1 8.


11.1.2 The insurance required by Subparagraph 11.1.1 shall be written for not
less than limits of liability specified in the Contract Documents or required by
law, whichever coverage is greater. Coverages, whether written on an occurrence
or claims-made basis, shall be maintained without interruption from date of
commencement of the Work until date of final payment and termination of any
coverage required to be maintained after final payment.

11.1.3 Certificates of insurance acceptable to the Owner shall be submitted to
the Owner with a copy to the Architect prior to commencement of the Work. These
certificates and the insurance policies required by this Paragraph 11.1 shall
contain a provision that coverages afforded under the policies will not be
canceled or allowed to expire until at least 30 days' prior written notice has
been given to the Owner. If any of the foregoing insurance coverages are
required to remain in force after final payment and are reasonably available, an
additional certificate evidencing continuation of such coverage shall be
submitted with the final Application for Payment as required by Subparagraph
9.10.2. Information concerning reduction of coverage shall be furnished by the
Construction Manager with reasonable promptness in accordance with the
Construction Manager's information and belief.

11.2    OWNER'S LIABILITY INSURANCE

11.2.1 The Owner shall be responsible for purchasing and maintaining the Owner's
usual liability insurance. Optionally, the Owner may purchase and maintain other
insurance for self-protection against claims which may arise from operations
under the Contract. The Construction Manager shall not be responsible for
purchasing and maintaining this optional Owner's liability insurance unless
specifically required by the Contract Documents.

11.3    PROPERTY INSURANCE

11.3.1 Unless otherwise provided, the Owner shall purchase and maintain, in a
company or companies lawfully authorized to do business in the jurisdiction in
which the Project is located, property insurance in the amount of the initial
estimated Contract Sum as well as subsequent modifications thereto for the
entire Work at the site on a replacement cost basis without voluntary
deductibles. Such property insurance shall be maintained, unless otherwise
provided in the Contract Documents or otherwise agreed in writing by all persons
and entities who are beneficiaries of such insurance, until final payment has
been made as provided in Paragraph 9.10 or until no person or entity other than
the Owner has an insurable interest in the property required by this Paragraph
11.3 to be covered, whichever is earlier. This insurance shall include interests
of the Owner, the Construction Manager, Subcontractors and Sub-subcontractors in
the Work.

11.3.1.1 Property insurance shall be on an "all-risk" policy form and shall
insure against the perils of fire and extended coverage and physical loss or
damage including,
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AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
AIA and can be reproduced without violation until the date of expiration as
noted below.


<PAGE>   54
without duplication of coverage, theft, vandalism, malicious mischief, collapse,
falsework, temporary buildings and debris removal including demolition
occasioned by enforcement of any applicable legal requirements, and shall cover
reasonable compensation for Architect's services and expenses required as a
result of such insured loss. Coverage for other perils shall not be required
unless otherwise provided in the Contract Documents.

11.3.1.2 If the Owner does not intend to purchase such property insurance
required by the Contract and with all of the coverages in the amount described
above, the Owner shall so inform the Construction Manager in writing prior to
commencement of the Work. The Construction Manager may then effect insurance
which will protect the interests of the Construction Manager, Subcontractors and
Sub-subcontractors in the Work, and by appropriate Change Order the cost thereof
shall be charged to the Owner. If the Construction Manager is damaged by the
failure or neglect of the Owner to purchase or maintain insurance as described
above, without so notifying the Construction Manager, then the Owner shall bear
all reasonable costs properly attributable thereto.

11.3.1.3 If the property insurance requires minimum deductibles and such
deductibles are identified in the Contract Documents, the Owner shall pay costs
not covered because of such deductibles. If the Owner or insurer increases the
required minimum deductibles above the amounts so identified or if the Owner
elects to purchase this insurance with voluntary deductible amounts, the Owner
shall be responsible for payment of the additional costs not covered because of
such increased or voluntary deductibles.

11.3.1.4 Unless otherwise provided in the Contract Documents, this property
insurance shall cover portions of the Work stored off the site after written
approval of the Owner at the value established in the approval, and also
portions of the Work in transit.

11.3.1.5 The insurance required by this Paragraph 11.3 is not intended to cover
machinery, tools or equipment owned or rented by the Construction Manager or the
Contractors which are utilized in the performance of the Work but not
incorporated into the permanent improvements. The Construction Manager shall, at
the Construction Manager's own expense, provide insurance coverage for owned or
rented machinery, tools or equipment which shall be subject to the provisions of
Subparagraph 11.3.7.

11.3.2 BOILER AND MACHINERY INSURANCE. The Owner shall purchase and maintain
boiler and machinery insurance required by the Contract Documents or by law,
which shall specifically cover such insured objects during installation and
until final acceptance by the Owner; this insurance shall include interests of
the Owner, Construction Manager, Subcontractors and Sub-subcontractors in the
Work, and the Owner and Construction Manager shall be named insureds.

11.3.3 LOSS OF USE INSURANCE. The Owner, at the Owner's option, may purchase and
maintain such insurance as will insure the Owner against loss of use of the
Owner's property due to fife or other hazards, however caused. The Owner waives
all rights of action against the Construction Manager, for loss of use of the
Owner's property, including consequential losses due to fife or other hazards
however caused.

11.3.4 If the Construction Manager requests in writing that insurance for risks
other than those described herein or for other, special hazards be included in
the property insurance policy, the Owner shall, if possible, include such
insurance. 

11.3.5 If during the Project construction period the Owner insures properties,
real or personal or both, adjoining or adjacent to the site by property
insurance under policies separate from those insuring the Project, or if after
final payment property insurance is to be provided on the completed Project
through a policy or policies other than those insuring the Project during the
construction period, the Owner shall waive all rights in accordance with the
terms of Subparagraph 11.3.7 for damages caused by fife or other perils covered
by this separate property insurance. All separate policies shall provide this
waiver of subrogation by endorsement or otherwise.

11.3.6 Before an exposure to loss may occur, the Owner shall file with the
Construction Manager, a copy of each policy that includes insurance coverages
required by this Paragraph 11.3. Each policy shall contain all generally
applicable conditions, definitions, exclusions and endorsements related to this
Project. Bach policy shall contain a provision that the policy will not be
canceled or allowed to expire until at least 30 days' prior written notice has
been given to the Contractor.

11.3.7 Waivers of Subrogation. The Owner and Construction Manager waive all
rights against each other and against the Architect, Owner's other Contractors
and own forces described in Article 6, if any, and the subcontractors,
sub-subcontractors, consultants, agents and employees of any of them, for
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AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
AIA and can be reproduced without violation until the date of expiration as
noted below.

<PAGE>   55
damages caused by fife or other perils to the extent covered by property
insurance obtained pursuant to this Paragraph 11.3 or other property insurance
applicable to the Work, except such rights as the Owner and Construction Manager
may have to the proceeds of such insurance held by the Owner as fiduciary. The
Owner or Construction Manager, Construction Manager's consultants, as
appropriate, shall require of the Architect, Architect's consultants, Owner's
separate contractors described in Article 6, if any, and the subcontractors,
sub-subcontractors, agents and employees of any of them, by appropriate
agreements, written where legally required for validity, similar waivers each in
favor of other parties enumerated herein. The policies shall provide such
waivers of subrogation by endorsement or otherwise. A waiver of subrogation
shall be effective as to a person or entity even though that person or entity
would otherwise have a duty of indemnification, contractual or otherwise, did
not pay the insurance premium directly or indirectly, and whether or not the
person or entity had an insurable interest in the property damaged.

11.3.8 A loss insured under Owner's property insurance shall be adjusted by the
Owner as fiduciary and made payable to the Owner as fiduciary for the insureds,
as their interests may appear, subject to requirements of any applicable
mortgagee clause and of Subparagraph 11.3.10. The Construction Manager shall pay
Subcontractors their just shares of insurance proceeds received by the
Construction Manager and by appropriate agreements, written where legally
required for validity, shall require Subcontractors to make payments to their
Sub-subcontractors in similar manner.

11.3.9 If required in writing by a party in interest, the Owner as fiduciary
shall, upon occurrence of an insured loss, give bond for proper performance of
the Owner's duties. The cost of required bonds shall be charged against proceeds
received as fiduciary. The Owner shall deposit in a separate account proceeds so
received, which the Owner shall distribute in accordance with such agreement as
the parties in interest may reach, or in accordance with a mediation award in
which case the procedure shall be as provided in Paragraph 4.9. If after such
loss no other special agreement is made, replacement of damaged property shall
be covered by appropriate Change Order.

11.3.10 The Owner as fiduciary shall have power to adjust and settle a loss with
insurers unless one of the parties in interest shall object in writing within
five days after occurrence of loss to the Owner's exercise of this power if such
objection be made, mediators shall be chosen as provided in Paragraph 4.9. The
Owner, as fiduciary shall, in that case, make settlement with insurers in
accordance with directions of such mediators. If distribution of insurance
proceeds by mediation is required, the mediators will direct such distribution.

11.3.11 Partial occupancy or use in accordance with Paragraph 9.9 shall not
commence until the insurance company or companies providing property insurance
have consented to such partial occupancy or, use by endorsement or otherwise.
The Owner and the Construction Manager, shall take reasonable steps to obtain
consent of the insurance company or, companies and shall, without mutual written
consent, take no action with respect to partial occupancy or use that would
cause cancellation, lapse or reduction of insurance.

11.4    PERFORMANCE BOND AND PAYMENT
        BOND

11.4.1 The Owner shall have the right to require the Contractor(s) to furnish
bonds covering faithful performance of the Contract and payment of obligations
arising thereunder as stipulated in bidding requirements or specifically
required in the Contract Documents on the date of execution of the Contract.

11.4.2 Upon the request of any person or entity appearing to be a potential
beneficiary of bonds covering payment of obligations arising under, the
Contract, the Contractor(s) shall promptly furnish a copy of the bonds or shall
permit a copy to be made.

ARTICLE 12

UNCOVERING AND CORRECTION OF WORK

12.1    UNCOVERING OF WORK

12.1.1 If a portion of the Work is covered contrary to the Construction
Manager's or Architect's request or to requirements specifically expressed in
the Contract Documents, it must, if required in writing by either, be uncovered
for their observation and be replaced at the Contractor's expense without change
in the Contract Time.

12.1.2 If a portion of the Work has been covered which the Construction Manager
or Architect has not specifically requested to observe prior to its being
covered, the Construction Manager or Architect may request to see such Work and
it shall be uncovered by the Contractor. If such Work is in accordance with the
Contract Documents, costs of uncovering and replacement shall, by appropriate
Change Order, be charged to the Owner. If such Work is not in
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AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
AIA and can be reproduced without violation until the date of expiration as
noted below.


<PAGE>   56
accordance with the Contract Documents, the Contractor shall pay such costs
unless the condition was caused by the Owner or one of the other Contractors in
which event the Owner, shall be responsible for payment of such costs.

12.2    CORRECTION OF WORK

12.2.1 A Contractor shall promptly correct Work rejected by the Construction
Manager or Architect or, failing to conform to the requirements of the Contract
Documents, whether observed before or after Substantial Completion and whether
or, not fabricated, installed or completed. The Contractor shall bear costs of
correcting such rejected Work, including additional testing and inspections and
compensation for the Construction Manager's and Architect's services and
expenses made necessary thereby.

12.2.2 If, within one year after the date of Substantial Completion of the Work
or designated portion thereof, or after the date for, commencement of warranties
established under Subparagraph 9.9.1, or, by terms of an applicable special
warranty required by the Contract Documents, any of the Work is found to be not
in accordance with the requirements of the Contract Documents, the Contractor
shall correct it promptly after receipt of written notice from the Owner or the
Construction Manager to do so unless the Owner has previously given the
Contractor a written acceptance of such condition. This period of one year shall
be extended with respect to portions of Work first performed after Substantial
Completion by the period of time between Substantial Completion and the actual
performance of the Work. This obligation under this Subparagraph 12.2.2 shall
survive acceptance of the Work under the Contract and termination of the
Contract. The Owner shall give such notice promptly after discovery of the
condition.

12.2.3 The Contractor shall remove from the site portions of the Work which are
not in accordance with the requirements of the Contract Documents and are
neither corrected by the Contractor nor accepted by the Owner.

12.2.4 If the Contractor fails to correct nonconforming Work within a reasonable
time, the Owner may correct it in accordance with Paragraph 2.4. If the
Contractor does not proceed with correction of such nonconforming Work within a
reasonable time fixed by written notice from the Architect issued through the
Construction Manager, the Owner may remove it and store the salvable materials
or equipment at the Contractor's expense. If the Contractor does not pay costs
of such removal and storage within ten days after written notice, the Owner may
upon ten additional days' written notice sell such materials and equipment at
auction or at private sale and shall account for the proceeds thereof, after
deducting costs and damages that should have been borne by the Contractor,,
including compensation for the Construction Manager's and Architect's services
and expenses made necessary thereby. If such proceeds of sale do not cover costs
which the Contractor, should have borne, the Contract Sum shall be reduced by
the deficiency. If payments then or thereafter due the Contractor are not
sufficient to cover such amount, the Contractor shall pay the difference to the
Owner.

12.2.5 The Contractor shall bear the cost of correcting destroyed or, damaged
construction, whether completed or partially completed, of the Owner, or other
Contractors caused by the Contractor's correction or removal of Work which is
not in accordance with the requirements of the Contract Documents.

12.2.6 Nothing contained in this Paragraph 12.2 shall be construed to establish
a period of limitation with respect to other obligations which the Contractor
might have under the Contract Documents. Establishment of the time period of one
year as described in Subparagraph 12.2.2 relates only to the specific obligation
of the Contractor to correct the Work, and has no relationship to the time
within which the obligation to comply with the Contract Documents may be sought
to be enforced, nor to the time within which proceedings may be commenced to
establish the Contractor's liability with respect to the Contractor's
obligations other than specifically to correct the Work.

12.3    ACCEPTANCE OF NONCONFORMING
        WORK

12.3.1 If the Owner prefers to accept Work which is not in accordance with the
requirements of the Contract Documents, the Owner may do so instead of requiring
its removal and correction, in which case the Contract Sum will be reduced as
appropriate and equitable. Such adjustment shall be effected whether or not
final payment has been made.


                                   ARTICLE 13

                            MISCELLANEOUS PROVISIONS

13.1    GOVERNING LAW

13.1.1 The Contract shall be governed by the law of the place where the Project
is located.

13.2    SUCCESSORS AND ASSIGNS

13.2.1 The Owner and Construction Manager respectively bind themselves, their
partners, successors, assigns and legal representatives to the other party
hereto and to partners, successors, assigns and legal representatives of
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AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
AIA and can be reproduced without violation until the date of expiration as
noted below.

<PAGE>   57
such other party in respect to covenants, agreements and obligations contained
in the Contract Documents. Neither party to the Contract shall assign the
Contract as a whole without written consent of the other. If either, patty
attempts to make such an assignment without such consent, that patty shall
nevertheless remain legally responsible for, all obligations under the Contract.

13.3    WRITTEN NOTICE

13.3.1 Written notice shall be deemed to have been duly served if delivered in
person to the individual or a member of the firm or entity or to an officer, of
the corporation for, which it was intended, or, if delivered at or sent by
registered or certified mail to the last business address known to the patty
giving notice.

13.4    RIGHTS AND REMEDIES

13.4.1 Duties and obligations imposed by the Contract Documents and rights and
remedies available thereunder shall be in addition to and not a limitation of
duties, obligations, rights and remedies otherwise imposed or, available by law.


13.4.2 No action or failure to act by the Owner, Construction Manager, Architect
or Contractor shall constitute a waiver of a right or, duty afforded them under
the Contract, nor shall such action or failure to act constitute approval of or
acquiescence in a breach thereunder, except as may be specifically agreed in
writing.

13.5    TESTS AND INSPECTIONS

13.5.1 Tests, inspections and approvals of portions of the Work required by the
Contract Documents or by laws, ordinances, rules, regulations or orders of
public authorities having jurisdiction shall be made at an appropriate time.
Unless otherwise provided, the Construction Manager shall make arrangements for
such tests, inspections and approvals with an independent testing laboratory or
entity acceptable to the Owner, or with the appropriate public authority and the
Owner shall bear all related costs of tests, inspections and approvals through
which the Construction Manager, has been directed by the Owner to contract
directly with those agencies to perform such tests, inspections, and/or
approvals. This does not apply to those tests normally performed by the
governmental agencies in which the project is constructed and is compensated by
the fees normally paid by the respective subcontractors; (i.e. The fee for the
Electrical Permit is paid by the electrical subcontractor and inspections by the
respective governmental agency of the electrical work is performed at no other
costs to the Owner.) The Construction Manager shall give the Architect timely
notice of when and where tests and inspections are to be made so the Architect
may observe such procedures if he so desires. The Owner shall bear, costs of
tests, inspections or approvals which do not become requirements until after
bids are received or negotiations concluded.

13.5.2 If the Construction Manager,, Architect, Owner or, public authorities
having jurisdiction determine that portions of the Work require additional
testing, inspection or, approval not included under Subparagraph 13.5.1, the
Construction Manager and Architect will, upon written authorization from the
Owner, instruct the Contractor to make arrangements for such additional testing,
inspection or approval by an entity acceptable to the Owner, and the Contractor
shall give timely notice to the Construction Manager and Architect of when and
where tests and inspections are to be made so the Construction Manager and
Architect may observe such procedures. The Owner shall bear such costs except as
provided in Subparagraph 13.5.3.

13.5.3 If such procedures for testing, inspection or, approval under
Subparagraphs 13.5.1 and 13.5.2 reveal failure of the portions of the Work to
comply with requirements established by the Contract Documents, the Contractor
shall bear all costs made necessary by such failure including those of repeated
procedures and compensation for, the Construction Manager's and Architect's
services and expenses.

13.5.4 Required certificates of testing, inspection or approval shall, unless
otherwise required by the Contract Documents, be secured by the Contractor and
promptly delivered to the Construction Manager for transmittal to the Architect.

13.5.5 If the Construction Manager or Architect is to observe tests, inspections
or approvals required by the Contract Documents, the Construction Manager or
Architect will do so promptly and, where practicable, at the normal
place of testing.

13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall
be made promptly to avoid unreasonable delay in the Work.

13.6    INTEREST

13.6.1 Payments due and unpaid under the Contract Documents shall bear interest
from the date payment is due at such rate as the parties may agree upon in
writing or, in the absence thereof, at the legal rate prevailing from time to
time at the place where the Project is located.

13.7    COMMENCEMENT OF STATUTORY
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AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
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noted below.

<PAGE>   58
        LIMITATION PERIOD

13.7.1  As between the Owner and Construction Manager:

         .1 Before Substantial Completion. As to acts or failures to act
            occurring prior to the relevant date of Substantial Completion, any
            applicable statute of limitations shall commence to run and any
            alleged cause of action shall be deemed to have accrued in any and
            all events not later than such date of Substantial Completion;

         .2 Between Substantial Completion and Final Certificate for Payment. As
            to acts or failures to act occurring subsequent to the relevant date
            of Substantial Completion and prior to issuance of the final
            Certificate for Payment, any applicable statute of limitations shall
            commence to run and any alleged cause of action shall be deemed to
            have accrued in any and all events not later than the date of
            issuance of the final Certificate for, Payment; and

         .3 After Final Certificate for Payment. As to acts or failures to act
            occurring after the relevant date of issuance of the final
            Certificate for Payment, any applicable statute of limitations shall
            commence to run and any alleged cause of action shall be deemed to
            have accrued in any and all events not later than the date of any
            act or failure to act by the Contractor pursuant to any warranty
            provided under Paragraph 3.5, the date of any correction of the Work
            or failure to correct the Work by the Contractor under Paragraph
            12.2, or the date of actual commission of any other act or failure
            to perform any duty or obligation by the Contractor or Owner,
            whichever occurs last.

                                   ARTICLE 14
                           TERMINATION OR SUSPENSION
                                OF THE CONTRACT

14.1    TERMINATION BY THE CONTRACTOR

14.1.1 The Construction Manager, may terminate the Contract if the Work is
stopped for a period of 30 days through no act or fault of the Construction
Manager or a Subcontractor, Sub-subcontractor or their agents or, employees or
any other persons performing portions of the Work under contract with the
Construction Manager, for any of the following reasons:

         .1 issuance of an order of a court or other public authority having
            jurisdiction;

         .2 an act of government, such as a declaration of national emergency,
            making material unavailable;

         .3 because the Architect has not issued a Certificate for Payment and
            has not notified the Construction Manager of the reason for
            withholding certification as provided in Subparagraph 9.4.2, or
            because the Owner has not made payment on a Certificate for Payment
            within the time stated in the Contract Documents;


         .4 if repeated suspensions, delays or interruptions by the Owner, as
            described in Paragraph 14.3 constitute in the aggregate more than
            100 percent of the total number of days scheduled for, completion,
            or 120 days in any 365-day period, whichever is less; or

         .5 the Owner has failed to furnish to the Construction Manager
            promptly, upon the Construction Manager's request, reasonable
            evidence as required by Subparagraph 2.2.1.

14.1.2 If one of the above reasons exists, the Construction Manager may, upon
seven additional days' written notice to the Owner, and Architect, terminate the
Contract and recover from the Owner payment for Work executed and for proven
loss with respect to materials, equipment, tools, and construction equipment and
machinery, including reasonable overhead, profit and damages.

14.1.3 If the Work is stopped for a period of 30 days through no act or fault of
the Construction Manager or a Subcontractor or their agents or employees or any
other persons performing portions of the Work under contract with the
Construction Manager because the Owner has persistently failed to fulfill the
Owner's obligations under the Contract Documents with respect to matters
important to the progress of the Work, the Construction Manager, upon seven
additional days' written notice to the Owner, and Architect, terminate the
Contract and recover from the Owner as provided in Subparagraph 14.1.2.

14.2    TERMINATION BY THE OWNER FOR
        CAUSE

14.2.1 The Owner may terminate the Contract if the Construction Manager:
   
    .1
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AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
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noted below.


<PAGE>   59
         .2 fails to make payment to Subcontractors for materials or labor, in
            accordance with the respective agreements between the Construction
            Manager and the Subcontractors;

         .3 persistently disregards laws, ordinances, or rules, regulations or,
            orders of a public authority having jurisdiction; or

         .4 otherwise is guilty of substantial breach of a provision of the
            Contract Documents.

14.2.2 When any of the above reasons exist, the Owner, after consultation with
the Architect, and upon certification by the Architect that sufficient cause
exists to justify such action, may without prejudice to any other rights or
remedies of the Owner and after giving the Construction Manager and the
Construction Manager's surety, if any, seven days' written notice, terminate
employment of the Construction Manager and may, subject to any prior rights of
the surety:


         .1 take possession of the site and of all materials, equipment, tools,
            and construction equipment and machinery thereon owned by the
            Construction Manager;

         .2 accept assignment of subcontracts pursuant to Paragraph 5.4; and

         .3 furnish the Work by whatever reasonable method the Owner may deem
            expedient.

14.2.3 When the Owner terminates the Contract for one of the reasons stated in
Subparagraph 14.2.1, the Construction Manager shall not be entitled to receive
further payment until the Work is finished. However, the Construction Manager
shall be reimbursed for his costs through the date of termination.

14.2.4

14.3    SUSPENSION BY THE OWNER FOR
        CONVENIENCE

14.3.1 The Owner may, without cause, order the Construction Manager in writing
to suspend, delay or interrupt the Work in whole or in part for such period of
time as the Owner may determine.

14.3.2 An adjustment shall be made for increases in the cost of performance of
the Contract, including profit on the increased cost of performance, caused by
suspension, delay or interruption. No adjustment shall be made to the extent:

         .1 that performance is, was or would have been so suspended, delayed or
            interrupted by another cause for which the Construction Manager is
            responsible; or

         .2 that an equitable adjustment is made or denied under another
            provision of this Contract.

14.3.3 Adjustments made in the cost of performance may have a mutually agreed
fixed or percentage fee.
- -------------------------------------------------------------------------------
AIA DOCUMENT A201/CMa - GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION -
CONSTRUCTION MANAGER-ADVISER EDITION AIA(R) - (c) 1992 THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C., 20006-5292. WARNING -
Unlicensed photocopying violates U.S. copyright laws and is subject to legal    
prosecution. This document was electronically produced with permission of the
AIA and can be reproduced without violation until the date of expiration as
noted below.



<PAGE>   1




Exhibit 10 (H)




                           THE PROGRESSIVE CORPORATION
                        1998 DIRECTORS' STOCK OPTION PLAN


SECTION 1.  PURPOSE; DEFINITIONS.

         The purposes of The Progressive Corporation 1998 Directors' Stock
Option Plan (the "Plan") are to enable The Progressive Corporation (the
"Company") to attract, retain and reward directors of the Company and to
strengthen the mutuality of interests between such directors and the Company's
shareholders by offering such directors options to purchase Common Shares of the
Company.

  For purposes of the Plan, the following terms shall be defined as set forth
below:

              (a) "Award" means any award of Stock Options under the Plan.

              (b) "Board" means the Board of Directors of the Company.

              (c) "Code" means the Internal Revenue Code of 1986, as amended
      from time to time, and any successor thereto.

              (d) "Committee" means the Committee referred to in Section 2
      hereof.

              (e) "Company" means The Progressive Corporation, an Ohio
      corporation, or any successor corporation.

              (f) "Disability" means disability as determined under procedures
      established by the Committee for purposes of the Plan, or in the absence
      of the Committee, the Board.

              (g) "Exchange Act" means the Securities Exchange Act of 1934, as
      amended.

              (h) "Fair Market Value" means, as of any given date,
 the mean
      between the highest and lowest quoted selling price, regular way, of the
      Stock on such date on the New York Stock Exchange or, if no such sale of
      the Stock occurs on the New York Stock Exchange on such date, then such
      mean price on the next preceding day on which the Stock was traded. If the
      Stock is no longer traded on the New York Stock Exchange, then the Fair
      Market Value of the Stock shall be determined by the Committee in good
      faith.

              (i) "Non-Qualified Stock Option" means any Stock Option that is
      not an incentive stock option, within the meaning of Section 422 of the
      Code or any successor section thereto.

              (j) "Option Term" has the meaning given to such term in Section
      4(b)(2).

              (k) "Plan" means The Progressive Corporation 1998 Directors' Stock
      Option Plan, as amended from time to time.



<PAGE>   2



              (l) "Stock" means the Common Shares, $1.00 par value per share, of
      the Company.

              (m) "Stock Option" or "Option" means any option to purchase shares
      of Stock granted pursuant to Section 4.

              (n) "Subsidiary" means any corporation (other than the Company) in
      an unbroken chain of corporations beginning with the Company if each of
      the corporations (other than the last corporation in the unbroken chain)
      owns stock possessing 50% or more of the total combined voting power of
      all classes of stock in one of the other corporations in such chain.

              In addition, the terms "Change in Control," "Potential Change in
Control" and "Change in Control Price" shall have meanings set forth,
respectively, in Sections 5(b), (c) and (d) below.


SECTION 2.  ADMINISTRATION.

              The Plan shall be administered by a Committee of not less than
three directors of the Company, all of whom shall be directors who are
"Non-Employee Directors", as defined in Section 16 of the Exchange Act or the
rules and regulations promulgated thereunder. Such directors shall be appointed
by the Board and shall serve as the Committee at the pleasure of the Board. The
functions of the Committee specified in the Plan shall be exercised by the Board
if and to the extent that no Committee exists which has the authority to so
administer the Plan.

              The Committee shall have full power and authority to interpret and
administer the Plan and, subject to Section 4(a) below, full authority to select
the individuals to whom Awards will be granted, and to determine the number of
shares of Stock that may be purchased upon exercise of Awards granted under the
Plan, the consideration, if any, to be paid for such Awards, the timing of such
Awards, the terms and conditions of Awards granted under the Plan and the terms
and conditions of the related agreements which will be entered into with
participants.

              The Committee shall have the authority to adopt, alter and repeal
such rules, guidelines and practices governing the Plan as it shall, from time
to time, deem advisable; to interpret the terms and provisions of the Plan and
any Award issued under the Plan (and any agreements relating thereto); to direct
employees of the Company or other advisors to prepare such materials or perform
such analyses as the Committee deems necessary or appropriate; and otherwise to
supervise the administration of the Plan.

              Any interpretation and administration of the Plan by the
Committee, and all actions and determinations of the Committee in connection
with the Plan, shall be final, binding and conclusive on the Company, its
shareholders, all participants in the Plan, their respective legal
representatives, successors and assigns, and upon all persons claiming under or
through any of them. No member of the Board or of the Committee shall incur any
liability for any action taken or omitted, or any determination made, in good
faith in connection with the Plan.




<PAGE>   3



SECTION 3.  STOCK SUBJECT TO THE PLAN.

              (a) AGGREGATE STOCK SUBJECT TO THE PLAN. Subject to adjustment as
      provided in Section 3(c) below, the total number of shares of Stock
      reserved and available for Awards under the Plan is 200,000. Any Stock
      issued hereunder may consist, in whole or in part, of authorized and
      unissued shares or treasury shares.

              (b) FORFEITURE OR TERMINATION OF AWARDS OF STOCK. If any Award
      granted hereunder is forfeited or an Award otherwise terminates or expires
      without the issuance of Stock, the unissued Stock that is subject to such
      Award shall again be available for distribution in connection with future
      Awards under the Plan as set forth in Section 3(a).

              (c)  ADJUSTMENT.

                      (1) If the Company (i) pays a dividend or makes a
              distribution in shares of Stock, (ii) subdivides or splits its
              outstanding Stock into a greater number of shares, or (iii)
              combines its outstanding Stock into a smaller number of shares,
              the aggregate number of shares of Stock reserved for issuance
              pursuant to the Plan and the number and option price of shares of
              Stock subject to outstanding Options granted pursuant to the Plan
              immediately prior thereto shall be adjusted so that, assuming that
              Options had been previously granted for all of the shares of Stock
              so reserved, the participants would be entitled to receive for the
              same aggregate price that number of shares of Stock which they
              would have owned after the happening of any of the events
              described above had they exercised all of such Options prior to
              the happening of such event. An adjustment made pursuant to this
              Section 3(c)(1) shall become effective immediately after the
              record date in the case of a dividend or distribution and shall
              become effective immediately after the effective date in the case
              of a subdivision or combination.

                     (2) If the Company reclassifies or changes the Stock
              (except for splitting or combining, or changing par value, or
              changing from par value to no par value, or changing from no par
              value to par value) or participates in a consolidation or merger
              (other than a merger in which the Company is the surviving
              corporation and which does not result in any reclassification of
              or change in the Stock except as stated above), the aggregate
              number of shares of Stock reserved for issuance pursuant to the
              Plan and the number and option price of shares of Stock subject to
              outstanding Options granted pursuant to the Plan immediately prior
              thereto shall be adjusted so that, assuming that Options had been
              previously granted for all the shares of Stock so reserved, the
              participants would be entitled to receive for the same aggregate
              price that number and type of shares of capital stock which they
              would have owned after the happening of any of the events
              described above had they exercised all of such Options prior to
              the happening of such event.

                     (3) No adjustment pursuant to this Section 3(c) shall be
              required unless such adjustment would require an increase or
              decrease of at least 1% in such number or price; PROVIDED,
              HOWEVER, that any adjustments which by reason of this Section
              3(c)(3) are not required to be made shall be carried forward and
              taken into account in any subsequent adjustment. All calculations
              under this Section 3(c) shall be made to the nearest cent or to



<PAGE>   4




              the nearest full share, as the case may be. Anything in this
              Section 3(c) to the contrary notwithstanding, the Company shall be
              entitled to make such reductions in the option price, in addition
              to those required by this Section 3(c), as it in its discretion
              shall determine to be advisable in order that any stock dividends
              or distributions, subdivisions or splits of shares, distribution
              of rights to purchase stock or securities, or a distribution of
              securities convertible into or exchangeable for stock hereafter
              made by the Company to its stockholders shall not be taxable.



SECTION 4.  STOCK OPTIONS.

              (a) GRANT. All directors of the Company who are not full time
      employees of the Company or any of its Subsidiaries are eligible to be
      granted Stock Options under the Plan. The Committee shall determine the
      individual directors to whom, and the time or times at which, grants of
      Stock Options will be made, the number of shares purchasable under each
      Stock Option granted hereunder and the other terms and conditions of the
      Stock Options in addition to those set forth in Sections 4(b). Any Stock
      Option granted under the Plan shall be in such form as the Committee may
      from time to time approve. Stock Options granted under the Plan will be
      Non-Qualified Stock Options.


              (b) TERMS AND CONDITIONS. Options granted under the Plan shall be
      evidenced by Option agreements substantially in the form of Exhibit A
      hereto (or such other form as the Committee may approve), shall be subject
      to the following terms and conditions and shall contain such additional
      terms and conditions, not inconsistent with the terms of the Plan, as the
      Committee shall deem desirable:

                     (1) OPTION PRICE. The option price per share of Stock
              purchasable under a Stock Option shall be equal to the Fair Market
              Value of the Stock on the date the Option is granted.

                     (2) OPTION TERM. The term of each Stock Option shall be
              determined by the Committee and may not exceed ten (10) years from
              the date the Option is granted ("Option Term").

                     (3) EXERCISE. Stock Options shall be exercisable at such
              time or times and subject to such terms and conditions as shall be
              determined by the Committee at or after grant; provided, however,
              that, unless otherwise provided herein or determined by the
              Committee at or after grant, no Stock Option shall be exercisable
              prior to six months and one day following the date of grant. If
              any Stock Option is exercisable only in installments or only after
              a specified vesting date, the Committee may accelerate or waive,
              in whole or in part, such installment exercise provisions or
              vesting date at any time at or after grant based on such factors
              as the Committee shall determine, in its sole discretion.

                     (4) METHOD OF EXERCISE. Subject to whatever installment
              exercise provisions apply with respect to such Stock Option and,
              if applicable, the six month and one day holding period set forth
              in Section 4(b)(3), a Stock Option may be exercised, in whole or
              in part, at



<PAGE>   5



              any time during the related Option Term, by giving the Company
              written notice of exercise specifying the number of shares of
              Stock to be purchased.

                                Such notice shall be accompanied by payment in
              full of the option price of the shares of Stock for which the
              Option is being exercised, in cash or by check or such other
              instrument as the Committee may accept. Unless otherwise
              determined by the Committee, in its sole discretion, at or after
              grant, payment, in full or in part, of the option price may be
              made in the form of unrestricted Stock then owned by the
              participant or Stock that is part of the Stock Option being
              exercised. The value of each share of such Stock so surrendered or
              withheld shall be 100% of the Fair Market Value of the Stock on
              the date the Option is exercised.

                                No Stock shall be issued pursuant to an exercise
              of an Option until full payment has been made. A participant shall
              not have rights to dividends or any other rights of a shareholder
              with respect to any Stock subject to an Option unless and until
              the participant has given written notice of exercise, has paid in
              full for such shares, has given, if requested, the representation
              described in Section 8(a) and such shares have been issued to such
              participant.

                     (5) NON-TRANSFERABILITY OF OPTIONS. Stock Options shall not
              be transferable by the participant, and all Stock Options shall be
              exercisable during the participant's lifetime only by the
              participant or, subject to Section 4(b)(7), by the participant's
              authorized legal representative if the participant is unable to
              exercise an Option as a result of the participant's Disability.

                     (6) TERMINATION BY DEATH. If any participant dies while
              holding unexercised Stock Options, any Stock Option held by such
              participant at the time of his or her death may thereafter be
              exercised, to the extent such Option was exercisable at the time
              of death or would have become exercisable within one year from the
              time of death had the participant continued to fulfill all
              conditions of the Option during such period, by the estate of the
              participant (acting through its fiduciary) for a period of one
              year (or such other period as the Committee may specify at or
              after grant) from the date of such death, regardless of the term
              of the Stock Option remaining at the date of the participant's
              death. The balance of the Stock Option shall be forfeited.

                     (7) TERMINATION BY REASON OF DISABILITY. If a participant
              is unable to serve as a director by reason of Disability, any
              Stock Option then held by such participant may thereafter be
              exercised, to the extent such Option was exercisable at the
              inception of such Disability or would have become exercisable
              within one year thereafter had the participant continued to
              fulfill all conditions of the Option during such period, by the
              participant or by the participant's duly authorized legal
              representative if the participant is unable to exercise the Option
              as a result of his or her Disability, for a period of one year (or
              such other period as the Committee may specify at or after grant)
              from the date of the inception of such Disability; provided,
              however, that in no event may any such Option be exercised prior
              to six months and one day from the date of grant; and provided,
              further, that if the participant dies within



<PAGE>   6



              such one-year period (or such other period as the Committee shall
              specify at or after grant), any unexercised Stock Option held by
              such participant at the time of his or her death shall thereafter
              be exercisable by the estate of the participant (acting through
              its fiduciary) to the same extent to which it was exercisable
              immediately prior to the time of death for a period of one year
              (or such other period as the Committee may specify at or after
              grant) from the date of the inception of such Disability. The
              balance of the Stock Option shall be forfeited.

              (c) BUYOUT PROVISIONS. The Committee may at any time buy out, for
      a payment in cash or Stock, an Option previously granted, based on such
      terms and conditions as the Committee shall establish and agree upon with
      the participant, provided that no such transaction shall be structured or
      effected in a manner that would violate, or result in any liability on the
      part of the participant under, Section 16 of the Exchange Act or the rules
      and regulations promulgated thereunder.


SECTION 5.  CHANGE IN CONTROL PROVISIONS.

              (a) IMPACT OF EVENT. In the event of: (1) a "Change in Control" as
      defined in Section 5(b), or (2) a "Potential Change in Control" as defined
      in Section 5(c), the value of all outstanding Awards shall be cashed out
      on the basis of the "Change in Control Price" as defined in Section 5(d)
      as of the date such Change in Control or such Potential Change in Control
      is determined to have occurred.

              (b) DEFINITION OF CHANGE IN CONTROL. For purposes of this Section
      5, a "Change in Control" means the happening of any of the following:

                     (1) When any "person" as defined in Section 3(a)(9) of the
              Exchange Act and as used in Sections 13(d) and 14(d) thereof,
              including a "group" as defined in Section 13(d) of the Exchange
              Act, but excluding the Company and any Subsidiary and any employee
              benefit plan sponsored or maintained by the Company or any
              Subsidiary (including any trustee of such plan acting as trustee),
              directly or indirectly, becomes the "beneficial owner" (as defined
              in Rule 13d-3 under the Exchange Act, as amended from time to
              time), of securities of the Company representing twenty percent
              (20%) or more of the combined voting power of the Company's then
              outstanding securities; provided, however, that the terms "person"
              and "group" shall not include any "Excluded Director"; and the
              term "Excluded Director" means any director who, on the effective
              date of the Plan, is the beneficial owner of or has the right to
              acquire an amount of Stock equal to five percent (5%) or more of
              the number of shares of Stock outstanding on such effective date;
              and further provided that, unless otherwise determined by the
              Board or any committee thereof, the terms "person" and "group"
              shall not include any entity or group of entities that has
              acquired Stock of the Company in the ordinary course of business
              for investment purposes only and not with the purpose or effect of
              changing or influencing the control of the Company, or in
              connection with or as a participant in any transaction having such
              purpose or effect, ("Investment Intent"), as demonstrated by the
              filing by such entity or group of a statement on Schedule 13G
              (including amendments thereto) pursuant to Regulation 13D under
              the Exchange Act, as long as such entity or group continues to
              hold such Stock with an Investment Intent;



<PAGE>   7



                     (2) When, during any period of 24 consecutive months during
              the existence of the Plan, the individuals who, at the beginning
              of such period, constitute the Board (the "Incumbent Directors")
              cease for any reason other than death to constitute at least a
              majority thereof; provided, however, that a director who was not a
              director at the beginning of such 24-month period shall be deemed
              to have satisfied such 24-month requirement (and be an Incumbent
              Director) if such director was elected by, or on the
              recommendation of or with the approval of, at least two-thirds of
              the directors who then qualified as Incumbent Directors either
              actually (because they were directors at the beginning of such
              24-month period) or by prior operation of this Section 5(b)(2); or

                     (3) The occurrence of a transaction requiring shareholder
              approval for the acquisition of the Company by an entity other
              than the Company or a Subsidiary through purchase of assets, by
              merger or otherwise;

      provided, however, a change in control shall not be deemed to be a Change
      in Control for purposes of the Plan if the Board had approved such change
      prior to either (i) the occurrence of any of the events described in
      Section 5(b)(1), (2), (3) or 5(c)(1), or (ii) the commencement by any
      person other than the Company or a Subsidiary of a tender offer for Stock.

              (c) DEFINITION OF POTENTIAL CHANGE IN CONTROL. For purposes of
      this Section 5, a "Potential Change in Control" means the happening of any
      one of the following:

                     (1) The approval by shareholders of an agreement by the
              Company, the consummation of which would result in a Change in
              Control of the Company as defined in Section 5(b); or

                     (2) The acquisition of beneficial ownership, directly or
              indirectly, by any entity, person or group (other than the Company
              or a Subsidiary or any Company employee benefit plan (including
              any trustee of such plan acting as such trustee)) of securities of
              the Company representing five percent (5%) or more of the combined
              voting power of the Company's outstanding securities and the
              adoption by the Board of a resolution to the effect that a
              Potential Change in Control of the Company has occurred for
              purposes of this Plan.

              (d) CHANGE IN CONTROL PRICE. For purposes of this Section 5,
      "Change in Control Price" means the highest price per share paid in any
      transaction reported on the New York Stock Exchange Composite Index, or
      paid or offered in any bona fide transaction related to a Change in
      Control or Potential Change in Control of the Company, at any time during
      the 60-day period immediately preceding the occurrence of the Change in
      Control (or, where applicable, the occurrence of the Potential Change in
      Control event).


SECTION 6.  AMENDMENTS AND TERMINATION.

              Subject to the following sentence, the Board may at any time, in
its sole discretion, amend, alter or discontinue the Plan, but no such
amendment, alteration or discontinuation shall be made which would impair the
rights of a participant under an Award theretofore granted, without the
participant's



<PAGE>   8



consent. Notwithstanding the foregoing, no such amendment or alteration shall be
made which would make the exemption from Section 16(b) of the Exchange Act
provided by Rule 16b-3 thereunder unavailable to any participant holding an
Award or which would result in any liability on the part of any participant
under Section 16(b) of the Exchange Act.


SECTION 7.  UNFUNDED STATUS OF PLAN.

              The Plan is intended to constitute an "unfunded" plan for
incentive compensation. With respect to any payments not yet made to a
participant by the Company, nothing contained herein shall give any such
participant any rights that are greater than those of a general creditor of the
Company.


SECTION 8.  GENERAL PROVISIONS.

              (a) The Company may require each participant acquiring Stock
      pursuant to an Option under the Plan (i) to represent and warrant to and
      agree with the Company in writing that the participant is acquiring the
      Stock for investment and without a view to the distribution thereof, and
      (ii) to make such additional representations, warranties and agreements
      with respect to the investment intent of such participant as the Company
      may request. The certificates for such shares may include any legend which
      the Company deems appropriate to reflect any restrictions on transfer.

              All shares of Stock or other securities delivered under the Plan
      shall be subject to such stop-transfer orders and other restrictions as
      the Company may deem advisable under the rules, regulations and other
      requirements of the Securities and Exchange Commission, any stock exchange
      upon which the Stock is then listed, and any applicable federal or state
      securities law, and the Company may cause a legend or legends to be put on
      any certificates for such shares to make appropriate reference to such
      restrictions.

              (b) Nothing contained in this Plan shall prevent the Board from
      adopting other or additional compensation arrangements, subject to
      shareholder approval if such approval is required; and such arrangements
      may be either generally applicable or applicable only in specific cases.

              (c) No later than the date as of which an amount first becomes
      includable in the gross income of the participant for federal income tax
      purposes with respect to any Award under the Plan, the participant shall
      pay to the Company, or make arrangements satisfactory to the Company
      regarding the payment of, any federal, state or local taxes or other items
      of any kind required by law to be withheld with respect to such amount.
      Subject to Section 16 of the Exchange Act and the rules and regulations
      promulgated thereunder, withholding obligations may be settled with
      unrestricted Stock then owned by the participant or Stock that is issuable
      upon the exercise of the Option which gives rise to the withholding
      requirement. The obligations of the Company under the Plan shall be
      conditional on such payment or arrangements and the Company shall, to the
      extent permitted by law, have the right to deduct any such taxes or other
      items from any payment of any kind otherwise due to the participant.



<PAGE>   9



              (d) The Plan, all Awards made and actions taken thereunder and any
      agreements relating thereto shall be governed by and construed in
      accordance with the laws of the State of Ohio.

              (e) All agreements entered into with participants pursuant to the
      Plan shall be subject to the Plan.

              (f) The provision of Awards need not be the same with respect to
      each participant.


SECTION 9.  EFFECTIVE DATE OF PLAN.

              The Plan was adopted by the Board on February 6, 1998, subject to
approval by shareholders of the Company in accordance with applicable law. The
Plan will become effective on the date of such shareholder approval.


SECTION 10.  TERM OF PLAN.

              No Award shall be granted pursuant to the Plan on or after April
24, 2008, but Awards granted prior to such date may extend beyond that date.











<PAGE>   10



                                    EXHIBIT A
                                    ---------

                        DIRECTORS' STOCK OPTION AGREEMENT
                        ---------------------------------

              This Agreement (the "Agreement") is made as of the _____ day of
______________, ____ between The Progressive Corporation, an Ohio corporation
(the "Company"), and _____________ (the "Optionee"). The Company hereby grants
Optionee an option (the "Option") to purchase _____________ Common Shares, $1.00
par value (the "Common Shares"), of the Company for a purchase price of
____________ ($________) per share (the "Option Price"). The Option has been
granted pursuant to The Progressive Corporation 1998 Directors' Stock Option
Plan (the "Plan") and shall include and be subject to all provisions of the
Plan, which are hereby incorporated herein by reference, and shall be subject to
the following provisions of this Agreement:

      1. TERM. The Option shall be exercisable, in whole or part, on and after
______________, _____ but not after 5:00 o'clock p.m., Cleveland time, on
_______________________, _______.

      2. METHOD OF EXERCISE. The Option shall be exercisable from time to time
by written notice (in form acceptable to the Company) which shall:

      (a) state that the Option is thereby being exercised, the number of Common
      Shares with respect to which the Option is being exercised, each person in
      whose name any certificates for the Common Shares should be registered and
      his or her address and social security number;

      (b) be signed by the person or persons entitled to exercise the Option
      and, if the Option is being exercised by anyone other than the Optionee,
      be accompanied by proof satisfactory to counsel for the Company of the
      right of such person or persons to exercise the Option under the Plan and
      all applicable laws and regulations; and

      (c) be accompanied by such representations, warranties or agreements with
      respect to the investment intent of such person or persons exercising the
      Option as the Company may request, in form and substance satisfactory to
      counsel for the Company.

      3. PAYMENT OF PRICE. Upon exercise of the Option, the Company shall
deliver a certificate or certificates for such Common Shares to the specified
person or persons at the specified time upon receipt of the full purchase price
for such Common Shares: (i) by certified or bank cashier's check, or (ii) by
delivery of unrestricted Stock with a Fair Market Value equal to the Option
Price, or (iii) by any other method of payment or combination thereof authorized
by the Plan.

      4. TRANSFERABILITY. The Option shall not be transferable by the Optionee.
The Option shall be exercisable (subject to any other applicable restrictions on
exercise) only by the Optionee for his or her own account, except in the event
of the death or Disability of the Optionee, in either of which events the Option
shall be exercisable (subject to any other applicable restrictions on exercise)
only by the Optionee's estate (acting through its fiduciary) or, if the Optionee
is unable to exercise the Option as a result of such Disability, by the
Optionee's duly authorized legal representative, respectively.

      5. RESTRICTIONS ON EXERCISE. The Option is subject to all restrictions set
forth in this Agreement or in the Plan. As a condition of any exercise of the
Option, the Company may require the Optionee or his successor to make any
representation and warranty to comply with any applicable law or regulation or
to confirm any factual matters reasonably requested by counsel for the Company.

      6. TAXES. The Optionee hereby agrees to pay to the Company, in cash or
unrestricted Stock or by any other method authorized under the Plan, any
federal, state or local taxes or other items of any kind required by law to be
withheld with respect to the Option granted hereunder or its exercise. If the
Optionee does not make such payment 


<PAGE>   11



to the Company, the Company shall have the right to deduct from any payment of
any kind otherwise due to the Optionee from the Company, any federal, state or
local taxes or other items of any kind required by law to be withheld with
respect to the Option, its exercise or the Common Shares to be purchased by the
Optionee under this Agreement. The Option shall not be treated as an incentive
stock option under Section 422 or any successor Section thereto of the Internal
Revenue Code of 1986, as amended.

      7. DEFINITIONS. Unless otherwise defined in this Agreement, capitalized
terms will have the same meanings given them in the Plan.


              THE PROGRESSIVE CORPORATION



DATE OF GRANT:                         By:
               ----------                 --------------------------------------


                             ACCEPTANCE OF AGREEMENT
                             -----------------------


              The Optionee hereby: (a) acknowledges receiving a copy of the Plan
Description relating to the Plan, and represents that he/she is familiar with
all provisions of the Plan; (b) accepts this Agreement and the Option granted to
him/her under this Agreement subject to all provisions of the Plan and this
Agreement; and (c) agrees to accept as binding, conclusive and final all
decisions or interpretations of the Company.



Date:
      --------------------                   -----------------------------------
                                             Optionee





<PAGE>   1


Exhibit 10 (I)

                           THE PROGRESSIVE CORPORATION
                        1990 DIRECTORS' STOCK OPTION PLAN
                   (AMENDED AND RESTATED AS OF APRIL 24, 1992,
                       AS FURTHER AMENDED ON JULY 1, 1992)


SECTION 1.  PURPOSE; DEFINITIONS.

         The purpose of The Progressive Corporation 1990 Directors' Stock Option
Plan (the "Plan") is to enable The Progressive Corporation (the "Company") to
attract, retain and reward directors of the Company and strengthen the mutuality
of interests between such directors and the Company's shareholders by offering
such directors options to purchase Common Shares of the Company.

         For purposes of the Plan, the following terms shall be defined as set
forth below:

        (a) "Award" means any award of Stock Options under the Plan.

        (b) "Board" means the Board of Directors of the Company.

        (c) "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto.

        (d) "Company" means The Progressive Corporation, an Ohio corporation, or
any successor corporation.

        (e) "Disability" means disability as determined under procedures
established by the Committee of the Board administering The Progressive
Corporation 1989 Incentive Plan for purposes of that Plan, or in the absence of
such Committee, the Board.

        (f) "Exchange Act" means the Securities
 Exchange Act of 1934, as
amended.

        (g) "Fair Market Value" means, as of any given date, the mean between
the highest and lowest quoted selling price, regular way, of the Stock on such
date on the New York Stock Exchange or, if no such sale of the Stock occurs on
the New York Stock Exchange on such date, then such mean price on the next
preceding day on which the Stock was traded. If the Stock is no longer traded on
the New York Stock Exchange, then the Fair Market Value of the Stock shall be
determined by the Company in good faith.

        (h) "Plan" means The Progressive Corporation 1990 Directors' Stock
Option Plan, as amended from time to time.

        (i) "Stock" means the Common Shares, $1.00 par value per share, of the
Company.

        (j) "Stock Option" or "Option" means any option to purchase shares of
Stock granted pursuant to Section 3, which options shall be non-qualified stock
options.

        (k) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

               In addition, the terms "Change in Control," "Potential Change in
Control" and "Change in Control Price" shall have meanings set forth,
respectively, in Sections 4(b), (c) and (d) below.



<PAGE>   2





SECTION 2.  STOCK SUBJECT TO THE PLAN.

        (a) AGGREGATE STOCK SUBJECT TO THE PLAN. Subject to adjustment as
provided below in Section 2(c), the total number of shares of Stock reserved and
available for Awards under the Plan is 150,000. Any Stock issued hereunder may
consist, in whole or in part, of authorized and unissued shares or treasury
shares.

        (b) FORFEITURE OR TERMINATION OF AWARDS OF STOCK. If any Stock subject
to any Award granted hereunder is forfeited or an Award otherwise terminates or
expires without the issuance of Stock, the Stock subject to such Award shall
again be available for distribution in connection with future Awards under the
Plan as set forth in Section 2(a).

        (c)  ADJUSTMENT.

                (1) If the Company (i) pays a dividend or makes a distribution
in shares of Stock, (ii) subdivides or splits its outstanding Stock into a
greater number of shares, or (iii) combines its outstanding Stock into a smaller
number of shares, the aggregate number of shares of Stock reserved for issuance
pursuant to the Plan and the number and option price of shares of Stock subject
to outstanding Options granted pursuant to the Plan immediately prior thereto
shall be adjusted so that, assuming that Options had been previously granted for
all of the shares of Stock so reserved, the participants would be entitled to
receive for the same aggregate price that number of shares of Stock which they
would have owned after the happening of any of the events described above had
they exercised all of such Options prior to the happening of such event. An
adjustment made pursuant to this Section 2(c)(1) shall become effective
immediately after the record date in the case of a dividend or distribution and
shall become effective immediately after the effective date in the case of a
subdivision or combination.

               (2) If the Company reclassifies or changes the Stock (except for
splitting or combining, or changing par value, or changing from par value to no
par value, or changing from no par value to par value) or participates in a
consolidation or merger (other than a merger in which the Company is the
surviving corporation and which does not result in any reclassification or
change of the Stock except as stated above), the aggregate number of shares of
Stock reserved for issuance pursuant to the Plan and the number and option price
of shares of Stock subject to outstanding Options granted pursuant to the Plan
immediately prior thereto shall be adjusted so that, assuming that Options had
been previously granted for all the shares of Stock so reserved, the
participants would be entitled to receive for the same aggregate price that
number and type of shares of capital stock which they would have owned after the
happening of any of the events described above had they exercised all of such
Options prior to the happening of such event.

        (3) No adjustment pursuant to this Section 2(c) shall be required unless
such adjustment would require an increase or decrease of at least 1% in such
number or price; PROVIDED, HOWEVER, that any adjustments which by reason of this
Section 2(c)(3) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Section
2(c) shall be made to the nearest cent or to the nearest full share, as the case
may be. Anything in this Section 2(c) to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the option price, in
addition to those required by this Section 2(c), as it in its discretion shall
determine to be advisable in order that any stock dividends or distributions,
subdivisions or splits of shares, distribution of rights to purchase stock or
securities, or a distribution of securities convertible into or exchangeable for
stock hereafter made by the Company to its stockholders shall not be taxable.

        (4) Whenever an adjustment is made pursuant to this Section 2(c), the
Company shall promptly prepare a notice of such adjustment setting forth the
terms of such adjustment and the date on which such adjustment becomes effective
and shall mail such notice of such adjustment to the participants at their
respective addresses appearing on the records of the Company or at such other
address as any participant may from time to time designate in writing to the
Company.


SECTION 3.  STOCK OPTIONS.

        (a) GRANT AND ELIGIBILITY. All directors of the Company who are not full
time employees of the Company are eligible to be granted Awards under the Plan.
Promptly following each annual meeting of the shareholders of the Company



<PAGE>   3



on or after the effective date of the Plan, each person who is then a director
of the Company and not a full time employee of the Company shall receive an
Option to purchase 2,000 shares of Stock.

        (b) TERMS AND CONDITIONS. Options granted under the Plan shall be
evidenced by option agreements, and shall be subject to the following terms and
conditions:


               (1) OPTION PRICE. The option price per share of Stock purchasable
under a Stock Option shall be the Fair Market Value of the Stock on the day of
the annual meeting of shareholders coinciding with the date of grant, or, if the
date of grant does not coincide with the day of an annual meeting of
shareholders, then the option price per share of Stock purchasable under the
Stock Option shall be the Fair Market Value of the Stock on the day of the
annual meeting of shareholders immediately preceding the date of grant.

               (2) OPTION TERM. Subject to Section 3(b)(6), the term of each
Stock Option shall commence as of the date such Stock Option is granted and
shall terminate on the tenth anniversary thereof.

               (3) EXERCISE. Subject to Section 3(b)(6), each Stock Option shall
become exercisable on the date which is six months and one day after the date on
which such Stock Option is granted and shall thereafter be exercisable during
the remaining term of such Stock Option, as specified in Section 3(b)(2).

               (4) METHOD OF EXERCISE. When exercisable in accordance with
Section 3(b)(3), Stock Options may be exercised, in whole or in part, by giving
written notice of exercise to the Company specifying the number of shares of
Stock to be purchased.

                      Such notice shall be accompanied by payment in full of the
option price of the shares of Stock for which the Option is then being
exercised, in cash or by check or such other instrument as the Company may
accept. Subject to Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder, payment, in full or in part, of the option price may be
made in the form of unrestricted Stock then owned by the participant or Stock
that is issuable upon the exercise of such Option. The value of each such share
of Stock surrendered shall be 100% of the Fair Market Value of the Stock on the
date the Option is exercised.

                      No Stock shall be issued pursuant to an exercise of an
Option until full payment has been made. A participant shall not have rights to
dividends or any other rights of a shareholder with respect to any Stock subject
to an Option unless and until the participant has given written notice of
exercise, has paid in full for such shares, has given, if requested, the
representations described in Section 7(a) and such shares have been issued to
him.

               (5) NON-TRANSFERABILITY OF OPTIONS. No Stock Option shall be
transferable by the participant. All Stock Options shall be exercisable only by
the participant, by the Participant's estate (as provided in Section 3(b)(6)) or
by the participant's authorized legal representative if the participant is
unable to exercise an Option as a result of the participant's Disability.

               (6) DEATH OF PARTICIPANT. If any participant dies while holding
unexercised Stock Options, any Stock Option held by such participant at the time
of his or her death may thereafter be exercised, to the extent such Option was
exercisable at the time of death, by the estate of the participant (acting
through its fiduciary), for a period of one year from the date of such death
regardless of the term of the Stock Option remaining at the director's death.

        (c) BUYOUT PROVISIONS. The Company may at any time buy out, for a
payment in cash or Stock, an Option previously granted, based on such terms and
conditions as the Company shall establish and agree upon with the participant,
provided that no such transaction shall be structured in a manner that would
violate, or result in any liability on the part of the participant under,
Section 16 of the Exchange Act or the rules and regulations promulgated
thereunder.



<PAGE>   4



SECTION 4.  CHANGE IN CONTROL PROVISIONS.

        (a) IMPACT OF EVENT. In the event of: (1) a "Change in Control" as
defined in Section 4(b), or (2) a "Potential Change in Control" as defined in
Section 4(c), the value of all outstanding Awards shall be cashed out on the
basis of the "Change in Control Price" as defined in Section 4(d) as of the date
such Change in Control or such Potential Change in Control is determined to have
occurred, provided, however, that the provisions of this Section 4 shall not
apply with respect to Awards granted to any participant which have been held by
such participant for less than six months and one day as of the date that such
Change in Control or Potential Change in Control is determined to have occurred.

        (b) DEFINITION OF CHANGE IN CONTROL. For purposes of Section 4(a), a
"Change in Control" means the happening of any of the following:

               (1) When any "person" as defined in Section 3(a)(9) of the
Exchange Act and as used in Sections 13(d) and 14(d) thereof, including a
"group" as defined in Section 13(d) of the Exchange Act, but excluding the
Company and any Subsidiary and any employee benefit plan sponsored or maintained
by the Company or any Subsidiary (including any trustee of such plan acting as
trustee), directly or indirectly, becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act, as amended from time to time), of securities
of the Company representing 20 percent or more of the combined voting power of
the Company's then outstanding securities; provided, however, that the terms
"person" and "group" shall not include any "Excluded Director"; and the term
"Excluded Director" means any director who, on the effective date of the Plan,
is the beneficial owner of or has the right to acquire an amount of Stock equal
to five percent or more of the number of shares of Stock outstanding on such
effective date; and further provided that, unless otherwise determined by the
Board or any committee thereof, the terms "person" and "group" shall not include
any entity or group of entities which has acquired Stock of the Company in the
ordinary course of business for investmentpurposes only and not with the purpose
or effect of changing or influencing the control of the Company, or in
connection with or as a participant in any transaction having such purpose or
effect, ("Investment Intent"), as demonstrated by the filing by such entity or
group of a statement on Schedule 13G (including amendments thereto) pursuant to
Regulation 13D under the Exchange Act, as long as such entity or group continues
to hold such Stock with an Investment Intent;

               (2) When, during any period of 24 consecutive months during the
existence of the Plan, the individuals who, at the beginning of such period,
constitute the Board (the "Incumbent Directors") cease for any reason other than
death to constitute at least a majority thereof; provided, however, that a
director who was not a director at the beginning of such 24-month period shall
be deemed to have satisfied such 24-month requirement (and be an Incumbent
Director) if such director was elected by, or on the recommendation of or with
the approval of, at least two-thirds of the directors who then qualified as
Incumbent Directors either actually (because they were directors at the
beginning of such 24-month period) or by prior operation of this Section
4(b)(2); or

               (3) The occurrence of a transaction requiring shareholder
approval for the acquisition of the Company by an entity other than the Company
or a Subsidiary through purchase of assets, by merger or otherwise;

provided, however, a change in control shall not be deemed to be a Change in
Control for purposes of the Plan if the Board had approved such change prior to
either (i) the commencement of any of the events described in Section 4(b)(1),
(2), (3) or 4(c)(1), or (ii) the commencement by any person other than the
Company of a tender offer for Stock.

        (c) DEFINITION OF POTENTIAL CHANGE IN CONTROL. For purposes of Section
4(a), a "Potential Change in Control" means the happening of any one of the
following:

               (1) The approval by shareholders of an agreement by the Company,
the consummation of which would result in a Change in Control of the Company as
defined in Section 4(b); or

               (2) The acquisition of beneficial ownership, directly or
indirectly, by any entity, person or group (other than the Company or a
Subsidiary or any Company employee benefit plan (including any trustee of such
plan acting as such trustee)) of securities of the Company representing 5% or
more of the combined voting power of the Company's outstanding



<PAGE>   5



securities and the adoption by the Board of a resolution to the effect that a
Potential Change in Control of the Company has occurred for purposes of this
Plan.

        (d) CHANGE IN CONTROL PRICE. For purposes of this Section 4, "Change in
Control Price" means the highest price per share paid in any transaction
reported on the New York Stock Exchange CompositeIndex, or paid or offered in
any bona fide transaction related to a Change in Control or Potential Change in
Control of the Company, at any time during the 60-day period immediately
preceding the occurrence of the Change in Control (or, where applicable, the
occurrence of the Potential Change in Control event).


SECTION 5.  AMENDMENTS AND TERMINATION.

               Subject to the following sentence, the Board may at any time, in
its sole discretion, amend, alter or discontinue the Plan, but no such
amendment, alteration or discontinuation shall be made which would impair the
rights of a participant under an Award theretofore granted, without the
participant's consent. Notwithstanding the foregoing, (a) no such amendment or
alteration shall be made which would make the exemption from Section 16(b) of
the Exchange Act provided by Rule 16b-3 thereunder unavailable to any
participant holding an Award or which would result in any liability on the part
of any participant under Section 16(b) of the Exchange Act, and (b) the
provisions of Sections 3(a) and 3(b)(1) hereof, and any other provisions
relating to the eligibility for or the amount, price or timing of Awards under
the Plan, shall not be amended more than once every six (6) months other than to
comport with changes in the Code, the Employee Retirement Income Security Act of
1974 or the rules thereunder. The Company shall submit to the shareholders of
the Company for their approval any amendments to the Plan which are required by
Section 16 of the Exchange Act, or the related rules and regulations, to be
approved by the shareholders.


SECTION 6.  UNFUNDED STATUS OF PLAN.

               The Plan is intended to constitute an "unfunded" plan for
incentive compensation. With respect to any payments not yet made to a
participant by the Company, nothing contained herein shall give any such
participant any rights that are greater than those of a general creditor of the
Company.


SECTION 7.  GENERAL PROVISIONS.

        (a) The Company may require each participant acquiring Stock pursuant to
an Option under the Plan (i) to represent and warrant to and agree with the
Company in writing that the participant is acquiring the Stock without a view to
the distribution thereof, and (ii) to make such additional representations,
warranties and agreements with respect to the investment intent of such
participant as the Company may request. The certificates for such shares may
include any legend which the Company deems appropriate to reflect any
restrictions on transfer.

        All shares of Stock or other securities delivered under the Plan shall
be subject to such stop-transfer orders and other restrictions as the Company
may deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, anystock exchange upon which the Stock is
then listed, and any applicable federal or state securities law, and the Company
may cause a legend or legends to be put on any certificates for such shares to
make appropriate reference to such restrictions.

        (b) Nothing contained in this Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to shareholder approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.

        (c) No later than the date as of which an amount first becomes
includable in the gross income of the participant for federal income tax
purposes with respect to any Award under the Plan, the participant shall pay to
the Company, or make arrangements satisfactory to the Company regarding the
payment of, any federal, state or local taxes of any kind required by law to be
withheld with respect to such amount. Subject to Section 16 of the Exchange Act
and the rules and regulations



<PAGE>   6



promulgated thereunder, withholding obligations may be settled with unrestricted
Stock then owned by the participant or Stock that is issuable upon the exercise
of the Option which gives rise to the withholding requirement. The obligations
of the Company under the Plan shall be conditional on such payment or
arrangements and the Company shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
participant.

        (d) The Plan, all Awards made and actions taken thereunder and any
agreements relating thereto shall be governed by and construed in accordance
with the laws of the State of Ohio.

        (e) All agreements entered into with participants pursuant to the Plan
shall be subject to the Plan.


SECTION 8.  EFFECTIVE DATE OF PLAN.

               The Plan was adopted by the Board on April 27, 1990, and approved
by shareholders on April 19, 1991. This amendment and restatement of the Plan
shall be effective as of April 24, 1992.


SECTION 9.  TERM OF PLAN.

               No Award shall be granted pursuant to the Plan on or after April
27, 2000, but Awards granted prior to such date may extend beyond that date.




<PAGE>   7



                        DIRECTORS' STOCK OPTION AGREEMENT
                        ---------------------------------


                  This Agreement (the "Agreement") is made as of the _____ day
of ______________, ____ between The Progressive Corporation, an Ohio corporation
(the "Company"), and _____________ (the "Optionee"). The Company hereby grants
Optionee an option (the "Option") to purchase Two Thousand (2000) Common Shares,
$1.00 par value (the "Common Shares"), of the Company for a purchase price (the
"Option Price") of ________________ ($________) per share. The Option has been
granted pursuant to The Progressive Corporation 1990 Directors' Stock Option
Plan (the "Plan") and shall include and be subject to all provisions of the
Plan, which are hereby incorporated herein by reference, and shall be subject to
the following provisions of this Agreement:

         1. TERM. The Option shall be exercisable, in whole or part, on and
after ______________, _____ but not after 5:00 o'clock p.m., Cleveland time, on
_______________________, _______.

         2. METHOD OF EXERCISE. The Option shall be exercisable from time to
time by written notice (in substantially the form attached as Exhibit A) to the
Company which shall:

(a) state that the Option is thereby being exercised, the number of Common
Shares with respect to which the Option is being exercised, each person in whose
name any certificates for the Common Shares should be registered and his or her
address and social security number;

(b) be signed by the person or persons entitled to exercise the Option and, if
the Option is being exercised by anyone other than the Optionee, be accompanied
by proof satisfactory to counsel for the Company of the right of such person or
persons to exercise the Option under the Plan and all applicable laws and
regulations; and

(c) be accompanied by such representations, warranties or agreements with
respect to the investment intent of such person or persons exercising the Option
as the Company may request in form and substance satisfactory to counsel for the
Company.

         3. PAYMENT OF PRICE. Upon exercise of the Option, the Company shall
deliver a certificate or certificates for such Common Shares to the specified
person or persons at the specified time upon receipt of the full purchase price
for such Common Shares: (i) by certified or bank cashier's check, or (ii) by
delivery of Common Shares with a Fair Market Value equal to the Option Price, or
(iii) by any other method of payment or combination thereof authorized by the
Plan.

         4.  TRANSFERABILITY.  The Option shall not be transferable
by the Optionee. The Option shall be exercisable (subject to any other
applicable restrictions on exercise) only by the Optionee for his own account,
except in the event of the death or disability of the Optionee, in either of
which events the Option shall be exercisable (subject to any other applicable
restrictions on exercise) only by the Optionee's estate(acting through its
fiduciary) or by the Optionee's duly authorized legal representative,
respectively.

         5. RESTRICTIONS ON EXERCISE. The Option is subject to all restrictions
in this Agreement or in the Plan. As a condition of any exercise of the Option,
the Company may require the Optionee or his successor to make any representation
and warranty to comply with any applicable law or regulation or to confirm any
factual matters reasonably requested by counsel for the Company.

         6. TAXES. The Optionee hereby agrees to pay to the Company, in cash or
unrestricted Stock or by any other method authorized under the Plan, any
federal, state or local taxes of any kind required by law to be withheld with
respect to the Option granted hereunder or its exercise. If the Optionee does
not make such payment to the Company, the Company shall have the right to deduct
from any payment of any kind otherwise due to the Optionee from the Company, any
federal, state or local taxes of any kind required by law to be withheld with
respect to the Option or the Common Shares to be purchased by the Optionee under
this Agreement. The Option shall not be treated as an incentive stock option
under Section 422 or any successor Section thereto of the Internal Revenue Code
of 1986, as amended.



<PAGE>   8



         7. DEFINITIONS. Unless otherwise defined in this Agreement, capitalized
terms will have the same meanings given them in the Plan.


                                     THE PROGRESSIVE CORPORATION



DATE OF GRANT:                       By:
               ----------               ----------------------


                  ACCEPTANCE OF AGREEMENT
                  -----------------------

               The Optionee hereby: (a) acknowledges receiving a copy of the
Plan Description relating to the Plan, and represents that he/she is familiar
with all provisions of the Plan; (b) accepts this Agreement and the Option
granted to him/her under this Agreement subject to all provisions of the Plan
and this Agreement; and (c) agrees to accept as binding, conclusive and final
all decisions or interpretations of the Company.

Date:
      --------------------                   -----------------------------------
                                             Optionee




<PAGE>   9


                                    EXHIBIT A

                            Exercise of Stock Option
                            ------------------------





The Progressive Corporation
6000 Parkland Boulevard
Mayfield Heights, Ohio 44124

Gentlemen:

               The undersigned Optionee hereby exercises the Option granted to
him/her pursuant to the Directors' Stock Option Agreement dated ____________,
l9__ between The Progressive Corporation and the Optionee with respect to _____
Common Shares, covered by said Option, and tenders herewith $____________ in
payment of the purchase price thereof by delivery of
_______________________________________.


               The name and registered address on such certificate should be:

               ---------------------------------

               ---------------------------------

               ---------------------------------


The Optionee's social security number is:
                                          -------------------


                                                     ------------------------
                                                     Optionee


Dated:
       ------------------




<PAGE>   1


Exhibit 10 (M)








                      THE PROGRESSIVE CORPORATION EXECUTIVE
                           DEFERRED COMPENSATION PLAN

                   (JANUARY 1, 1997 AMENDMENT AND RESTATEMENT)





<PAGE>   2






                                TABLE OF CONTENTS
                                -----------------


<TABLE>
<CAPTION>
                                                                                          PAGE NO.
                                                                                          --------
                                   ARTICLE 14
                                   ----------
                                   DEFINITIONS
                                   -----------

<S>                        <C>                                                                   <C>
                  1.1      "AFFILIATED COMPANY"                                                  1
                  1.2      "ANNUAL DEFERRAL ACCOUNT" OR "ACCOUNT"                                1
                  1.3      "BENEFICIARY"                                                         1
                  1.4      "CHANGE IN CONTROL"                                                   1
                  1.5      "CODE"                                                                1
                  1.6      "COMMITTEE"                                                           1
                  1.7      "COMPANY"                                                             1
                  1.8      "COMPANY STOCK FUND"                                                  1
                  1.9      "DEDUCTION LIMITATION"                                                1
                  1.10     "DEFERRAL AGREEMENT"                                                  2
                  1.11     "DEFERRAL"                                                            2
                  1.12     "DISABLED" AND "DISABILITY"                                           2
                  1.13     "DISTRIBUTION EVENT"                                                  2
                  1.14     "ELIGIBLE EXECUTIVE"                                                  2
                  1.15     "ERISA"                                                               2
                  1.16     "FIXED DEFERRAL PERIOD"                                               2
                  1.17     "FIXED INCOME FUND"                                                   2
                  1.18     "GAINSHARING AWARD"                                                   2
                  1.19     "INVESTMENT FUND"                                                     2
                  1.20     "PARTICIPANT"                                                         2
                  1.21     "PLAN"                                                                2
                  1.22     "PLAN YEAR"                                                           3
                  1.23     "TERMINATION OF EMPLOYMENT"                                           3
                  1.24     "STOCK"                                                               3
                  1.25     "TRUST"                                                               3
                  1.26     "TRUST AGREEMENT"                                                     3
                  1.27     "TRUSTEE"                                                             3
                  1.28     "VALUATION DATE"                                                      3
                  1.29     "WITHDRAWAL AMOUNT"                                                   3

                                    ARTICLE 2
                                    ---------
                         DEFERRAL OF GAINSHARING AWARDS
                         ------------------------------

                  2.1      METHOD OF DEFERRAL                                                    3
                  2.2      DEFERRAL AGREEMENT PROVISIONS                                         3
                  2.3      FIXED DEFERRAL PERIODS                                                4

                                    ARTICLE 3
                                    ---------
                          DISTRIBUTIONS AND WITHDRAWALS
                          -----------------------------

                  3.1      DATE OF DISTRIBUTION                                                  4
                  3.2      METHOD OF DISTRIBUTION                                                4
                  3.3      AMOUNT OF DISTRIBUTION                                                5
                  3.4      FORM OF DISTRIBUTION                                                  5
                  3.5      WITHDRAWAL ELECTION                                                   5
</TABLE>





<PAGE>   3



<TABLE>
<CAPTION>
                                    ARTICLE 4
                                    ---------
                                    ACCOUNTS
                                    --------

<S>                        <C>                                                                   <C>
                  4.1      ESTABLISHMENT OF ANNUAL DEFERRAL ACCOUNTS                             5
                  4.2      INITIAL
 INVESTMENT OF ACCOUNTS                                        5
                  4.3      VALUATION OF INVESTMENT FUNDS                                         6
                  4.4      VALUATION OF ACCOUNTS                                                 6
                  4.5      NATURE OF ACCOUNTS                                                    6
                  4.6      ACCOUNT STATEMENTS                                                    6

                                    ARTICLE 5
                                    ---------
                                INVESTMENT FUNDS
                                ----------------

                  5.1      INVESTMENT FUNDS                                                      7
                  5.2      INVESTMENT ELECTIONS OF PARTICIPANTS                                  7
                  5.3      TRANSFERS                                                             7
                  5.4      NATURE OF INVESTMENT FUNDS                                            7
                  5.5      LIQUIDATION OF INVESTMENT FUNDS                                       7

                                    ARTICLE 6
                                    ---------
                                      TRUST
                                      -----

                  6.1      ESTABLISHMENT OF TRUST                                                8

                                    ARTICLE 7
                                    ---------
                        PLAN OPERATION AND ADMINISTRATION
                        ---------------------------------

                  7.1      POWERS OF COMMITTEE                                                   8
                  7.2      NONDISCRIMINATORY EXERCISE OF AUTHORITY                               9
                  7.3      RELIANCE ON TABLES, ETC                                               9
                  7.4      INDEMNIFICATION                                                       9
                  7.5      NOTICES TO COMMITTEE                                                  9

                                    ARTICLE 8
                                    ---------
                                CLAIMS PROCEDURES
                                -----------------

                  8.1      ESTABLISHMENT OF CLAIMS PROCEDURES                                    9
                  8.2      CLAIMS DENIALS                                                        9
                  8.3      APPEALS OF DENIED CLAIMS                                              10
                  8.4      REVIEW OF APPEALS                                                     10

                                    ARTICLE 9
                                    ---------
                      AMENDMENT AND TERMINATION OF THE PLAN
                      -------------------------------------

                  9.1      AMENDMENT                                                             10
                  9.2      TERMINATION                                                           10
                  9.3      LIQUIDATION OF THE TRUST                                              11
</TABLE>





<PAGE>   4



<TABLE>
<CAPTION>
                                   ARTICLE 10
                                   ----------
                            MISCELLANEOUS PROVISIONS
                            ------------------------

<S>                        <C>                                                                   <C>
                  10.1     HEADINGS                                                              11
                  10.2     PLAN NOT CONTRACT OF EMPLOYMENT                                       11
                  10.3     SEVERABILITY                                                          11
                  10.4     PROHIBITION ON ASSIGNMENT                                             11
                  10.5     NUMBER AND GENDER                                                     12
                  10.6     GOVERNING LAW                                                         12
                  10.7     SATISFACTION OF CLAIMS                                                12
                  10.8     NO WARRANTIES                                                         12
                  10.9     TAX WITHHOLDING                                                       12
                  10.10    FACILITY OF PAYMENT                                                   12
                  10.11    REPAYMENT OF GAINSHARING AWARDS                                       12
                  10.12    STOCK SUBJECT TO THE PLAN                                             12
</TABLE>





<PAGE>   5




                      THE PROGRESSIVE CORPORATION EXECUTIVE
                           DEFERRED COMPENSATION PLAN
                   (JANUARY 1, 1997 AMENDMENT AND RESTATEMENT)

WHEREAS, The Progressive Corporation maintains The Progressive Corporation
Executive Deferred Compensation Plan pursuant to a plan document dated December
28, 1994; and,

WHEREAS, it is desired to amend and restate the Plan;

NOW, THEREFORE, effective January 1, 1997, the Plan is hereby amended and
restated in its entirety to provide as follows:


                                    ARTICLE 1
                                    ---------
                                   DEFINITIONS
                                   -----------

1.1      "AFFILIATED COMPANY" means any corporation included in the affiliated
         group of corporations as defined in Section 1504 of the Code
         (determined without regard to 1504(b)) of which the Company is the
         common parent corporation.

1.2      "ANNUAL DEFERRAL ACCOUNT" or "ACCOUNT" shall have the meaning set forth
         in Section 4.1.

1.3      "BENEFICIARY" means such person(s) as the Participant has designated. A
         Participant may change his Beneficiary designation at any time. All
         Beneficiary designations (including changes) shall be made in writing
         on such forms as the Committee shall prescribe, and shall become
         effective only when received and accepted by the Committee; provided,
         however, that a Beneficiary designation (including a change) received
         by the Committee after the designating Participant's death shall be
         disregarded. In the absence of a Beneficiary designation, or if the
         designated Beneficiary is no longer living or in existence at the time
         of the Participant's death, all distributions payable from the Plan
         upon the Participant's death shall be paid to the Participant's estate.

1.4      "CHANGE IN CONTROL" means a "Change in Control" or "Potential Change in
         Control" within the meaning of The Progressive Corporation 1989
         Incentive Plan (amended and restated as of April 24, 1992 and as
         further amended as of July 1, 1992 and February 5, 1993).

1.5      "CODE" means the Internal Revenue Code of 1986, as amended.

1.6      "COMMITTEE" means the Executive Compensation Committee of the Board of
         Directors of the Company, or any successor committee.

1.7      "COMPANY" means The Progressive Corporation, an Ohio corporation, or
         its successors.

1.8      "COMPANY STOCK FUND" means an Investment Fund consisting of Stock.




<PAGE>   6


1.9      "DEDUCTION LIMITATION" means the following described limitation on a
         payment that may otherwise be distributable under the Plan. If the
         Committee determines in good faith prior to a Change in Control that
         there is a reasonable likelihood that any compensation paid to a
         Participant for a taxable year of the Company would not be deductible
         by the Company solely by reason of the limitation under Code Section
         162(m), then to the extent deemed necessary by the Committee to ensure
         that the entire amount of any distribution to the Participant pursuant
         to this Plan prior to a Change in Control is deductible, the Committee
         may elect to defer all or any portion of a distribution under this
         Plan. Any amounts deferred pursuant to this limitation shall continue
         to be deemed to be invested as provided in Article 5. The amounts so
         deferred (subject to investment gains and losses) shall be distributed
         to the Participant or his or her Beneficiary (if the Participant dies)
         at the earliest possible date, as determined by the Committee in good
         faith, on which the deductibility of compensation paid or payable to
         the Participant for the taxable year of the Company during which the
         distribution is made will not be limited by Code Section 162(m), or, if
         earlier, upon a Change in Control. Notwithstanding anything to the
         contrary in this Plan, the Deduction Limitation shall not apply to any
         distributions made after a Change in Control.

1.10     "DEFERRAL AGREEMENT" means a written agreement entered into by an
         Eligible Executive pursuant to Article 2.

1.11     "DEFERRAL" means an amount credited to an Annual Deferral Account
         pursuant to a Deferral Agreement.

1.12     "DISABLED" AND "DISABILITY" means that a Participant is expected to be
         unable to perform the duties of his usual occupation for at least
         twelve (12) consecutive months, as determined by the Committee.

1.13     "DISTRIBUTION EVENT" means, as to each Participant, the earliest of the
         following events:

         (i)      the Participant's death;

         (ii)     the Participant's Termination of Employment; or

         (iii)    Change in Control.

1.14     "ELIGIBLE EXECUTIVE" means any executive of the Company or any
         Affiliated Company who is designated in writing as an Eligible
         Executive by the Committee, excluding, however, individuals who are not
         residents of the United States or are not working at a location in the
         United States.

1.15     "ERISA" means the Employee Retirement Income Security Act of 1974, as
         amended.

1.16     "FIXED DEFERRAL PERIOD" shall have the meaning set forth in Section
         2.3.

1.17     "FIXED INCOME FUND" means the Vanguard Money Market Reserves - Prime
         Portfolio or such other Investment Fund as may be designated by the
         Committee as the Fixed Income Fund within the meaning of the Plan.

1.18     "GAINSHARING AWARD" means any bonus or other incentive award payable
         with respect to a Plan Year under The Progressive Corporation 1997
         Executive Bonus Plan, The Progressive Corporation 1997 Gainsharing Plan
         or any other plan or program as may be designated by the Committee.

1.19     "INVESTMENT FUND" means a device established from time to time by the
         Committee pursuant to Section 5.1 that is used to calculate gains and
         losses in amounts deferred by Participants under the Plan.

1.20     "PARTICIPANT" means an Eligible Executive who has deferred receipt of a
         portion of any Gainsharing Award pursuant to a Deferral Agreement.
         Participation shall begin on the date that a Deferral Account is
         established in the name of the Participant and shall end on the date
         that the Participant dies or receives a distribution of the balance of
         all his Deferral Accounts.

1.21     "PLAN" means The Progressive Corporation Executive Deferred
         Compensation Plan (January 1, 1997 Amendment and Restatement), as set
         forth herein and as it may be amended from time to time.



<PAGE>   7


1.22     "PLAN YEAR" means 1997 and each subsequent calendar year.

1.23     "TERMINATION OF EMPLOYMENT" means the voluntary or involuntary
         cessation of a Participant's active employment with the Company and all
         Affiliated Companies as a result of any reason other than death,
         Disability and approved leave of absence.

1.24     "STOCK" means the Common Shares, $1.00 par value, of the Company.

1.25     "TRUST" shall mean the trust maintained pursuant to the Trust Agreement
         and known as The Progressive Corporation Executive Deferred
         Compensation Trust.

1.26     "TRUST AGREEMENT" shall mean the agreement of trust between the Company
         and the Trustee executed in furtherance of the Plan, as the same may be
         amended from time to time.

1.27     "TRUSTEE" shall mean the person selected from time to time by the
         Company to serve as trustee under the Trust Agreement.

1.28     "VALUATION DATE" shall mean each day that the New York Stock Exchange
         is open for trading.

1.29     "WITHDRAWAL AMOUNT" shall have the meaning provided in Article 3.


                                    ARTICLE 2
                                    ---------
                         DEFERRAL OF GAINSHARING AWARDS
                         ------------------------------

2.1      Method of Deferral.
         -------------------

         Each Eligible Executive may elect to defer receipt of all or a portion
         of his/her Gainsharing Award in respect of any Plan Year in excess of
         applicable tax withholding and other deductions required to be made in
         respect of the Gainsharing Award by signing a Deferral Agreement and
         delivering it to the Committee. If a Gainsharing Award is payable in
         installments, each installment, whether or not payable in the same Plan
         Year, shall be subject to the same Deferral Agreement.

2.2      Deferral Agreement Provisions.
         ------------------------------

         Each Deferral Agreement must satisfy all of the following requirements:

         (a)      it must be in writing and be in the form specified by the
                  Committee;

         (b)      it must be irrevocable;

         (c)      it must apply to only one Gainsharing Award;

         (d)      it must be signed by the Eligible Executive making the
                  Deferral and be delivered to the Committee prior to the Plan
                  Year in which the applicable Gainsharing Award will be earned;

         (e)      it must specify the percentage of the Eligible Executive's
                  Gainsharing Award to be deferred, which percentage shall not
                  be less than ten percent (10%). The same deferral percentage
                  shall apply to each installment of a Gainsharing Award covered
                  by the Deferral Agreement. However, a Deferral Agreement may
                  provide for the deferral of a percentage of that portion of a
                  Gainsharing Award that exceeds a specified gross dollar
                  amount, which percentage shall not be less than ten percent
                  (10%). Notwithstanding the preceding provisions of this
                  Section 2.2(e), no Deferral shall be less than such dollar
                  amount as the Committee may specify from time to time. All
                  Deferrals shall be reduced by applicable tax withholding and
                  other legally required deductions;



<PAGE>   8



         (f)      it must specify whether the balance of the Annual Deferral
                  Account to be established pursuant to that Deferral Agreement
                  will be distributed in a lump sum, in three (3) annual
                  installments or in five (5) annual installments; and

         (g)      it must contain such other provisions, conditions and
                  limitations as may be required by the Company or the
                  Committee.

2.3      Fixed Deferral Periods.
         -----------------------

         If an Eligible Executive wishes to defer receipt of all or a portion of
         any Gainsharing Award for a fixed period of time ("Fixed Deferral
         Period"), then his/her Deferral Agreement relating to such Gainsharing
         Award shall specify that Fixed Deferral Period, which shall not be less
         than three (3) years following the end of the Plan Year in which the
         Gainsharing Award will be earned.


                                    ARTICLE 3
                                    ---------
                          DISTRIBUTIONS AND WITHDRAWALS
                          -----------------------------

3.1      Date of Distribution.
         ---------------------

         The balance of each Annual Deferral Account of a Participant shall be
         distributed within thirty (30) days following the earlier of (i) the
         date a Distribution Event occurs, (ii) the date on which the Fixed
         Deferral Period, if any, applicable to such Account expires, or (iii)
         the date, if any, selected by the Company, in its sole discretion,
         pursuant to Section 9.2. The Committee, in its sole discretion, may
         also permit the balance of all of a Participant's Annual Deferral
         Accounts to be distributed at any time following the date the
         Participant is determined by the Committee to be Disabled. If the
         Committee approves such a Disability distribution, no further Deferrals
         shall be made with respect to the Disabled Participant following the
         date of the Committee's approval, and each Deferral Agreement to which
         such Participant is a party shall be of no further effect.

3.2      Method of Distribution.
         -----------------------

         Each distribution of the balance of an Annual Deferral Account made on
         account of the Participant's death shall be made to the Participant's
         Beneficiary. Each distribution made on account of the Participant's
         death, termination of the Plan or a Change in Control shall be paid in
         a lump sum. Each distribution made on account of the Participant's
         Termination of Employment or expiration of a Fixed Deferral Period
         shall be paid in either a lump sum or installments, as specified in the
         applicable Deferral Agreement. Each distribution made on account of the
         Participant's Disability shall be paid in either a lump sum or
         installments, as determined by the Committee in its sole discretion. If
         a Participant elects to receive (or, in the case of Disability, begins
         receiving) payment in installments and dies prior to payment of all
         installments, the balance remaining unpaid at his/her death shall be
         paid to his/her Beneficiary in a lump sum. Installment payments shall
         be paid annually for three (3) years or five (5) years, as specified in
         the applicable Deferral Agreement. Notwithstanding the preceding
         provisions of this Section 3.2, a Participant may elect to change the
         method of distribution elected in respect of any distribution to be
         made on account of Termination of Employment or expiration of a Fixed
         Deferral Period to any of the three permissible options (lump sum,
         installments over three (3) years, installments over five (5) years).
         Each such change must be made in writing on such forms as the Committee
         shall specify and must be delivered to the Committee at least one (1)
         year prior to Termination of Employment or expiration of the Fixed
         Deferral Period.



<PAGE>   9


3.3      Amount of Distribution.
         -----------------------

         The amount of each lump sum payment shall be equal to the balance of
         the Annual Deferral Account, as of the Valuation Date immediately
         preceding the date of distribution. The amount of each installment
         payment shall be equal to the balance of the Annual Deferral Account as
         of the Valuation Date immediately preceding the date of payment
         multiplied by a fraction, the numerator of which is one and the
         denominator of which is the number of years remaining in the period
         over which installments are to be paid. Installment distributions to be
         made in Stock shall be rounded to the nearest whole share.
         Notwithstanding anything in the Plan to the contrary, all
         distributions, except those made on account of a Change in Control, are
         subject to the Deduction Limitation.

3.4      Form of Distribution.
         ---------------------

         All distributions shall be made in cash, except that a distribution
         representing amounts invested in the Company Stock Fund shall be made
         in Stock.

3.5      Withdrawal Election.
         --------------------

         A Participant may elect at any time to withdraw all of his/her Annual
         Deferral Account balances, less a withdrawal penalty equal to 10% of
         such amount (the net amount shall be referred to as the "Withdrawal
         Amount"). This election can be made at any time before or after
         Disability, death or Termination of Employment, and whether or not the
         Participant is in the process of being paid pursuant to an installment
         payment schedule. No partial withdrawals of the Withdrawal Amount shall
         be allowed. The Withdrawal Amount shall be paid in a lump sum, except
         to the extent the Deduction Limitation requires otherwise. The
         Participant shall make a withdrawal election by giving the Committee
         advance written notice of the election in a form specified by the
         Committee. The election shall be irrevocable. The Participant shall be
         paid (or, if the Deduction Limitation applies, commence to be paid) the
         Withdrawal Amount within 30 days after the Committee's receipt of
         his/her election. Once the Withdrawal Amount is paid, or commences to
         be paid, the Participant's participation in the Plan shall terminate
         and the Participant shall not be eligible to participate in the Plan
         thereafter. If the Deduction Limitation applies, the entire balance of
         all of the Participant's Annual Deferral Accounts shall be reduced by
         the 10% withdrawal penalty effective on the date that payment of the
         Withdrawal Amount is to commence, even though final payment of the last
         portion of the Withdrawal Amount will not be made until permitted by
         the Deduction Limitation provisions. Any portion of the Withdrawal
         Amount not paid immediately shall continue to be deemed to be invested
         as provided in Article 5. If a Participant dies prior to payment of any
         portion of a Withdrawal Amount, the remaining portion shall be paid to
         his/her Beneficiary in a lump sum, subject to the Deduction Limitation.
         The provisions of Section 3.4 shall apply to all withdrawals under this
         Section 3.5.


                                    ARTICLE 4
                                    ---------
                                    ACCOUNTS
                                    --------

4.1      Establishment of Annual Deferral Accounts.
         ------------------------------------------

         The Committee shall establish an Annual Deferral Account in the name of
         each Participant for each Gainsharing Award, or portion thereof, that
         is the subject of a Deferral Agreement. Such Account shall be
         established as of the first date that such Gainsharing Award or portion
         otherwise would have been paid to the Participant. Each Annual Deferral
         Account shall be credited with the deferred portion of such Gainsharing
         Award. Thereafter, all Annual Deferral Accounts shall be valued and
         administered as provided in this Article.




<PAGE>   10


4.2      Investment of Accounts.
         -----------------------

         All credits to an Annual Deferral Account of a Participant shall be
         deemed to be invested in such Investment Funds as the Participant shall
         elect from time to time in accordance with Article 5. The number of
         shares of Stock to be credited to a Participant's Account by virtue of
         a Participant's election to invest a portion of a Deferral in the
         Company Stock Fund shall be determined on the date of the Deferral,
         based on the closing price of Stock on the immediately preceding
         Valuation Date as quoted in the New York Stock Exchange composite
         trading. However, the amount of a Deferral otherwise elected by the
         Participant to be invested in the Company Stock Fund shall be reduced
         to the extent necessary to insure that only whole shares of Stock are
         credited and an amount corresponding to any fractional shares shall be
         invested in the Fixed Income Fund.

4.3      Valuation of Investment Funds.
         ------------------------------

         As of each Valuation Date, the Trustee shall compute the value of each
         Investment Fund from which shall be determined the net gain or loss of
         such Investment Fund since the immediately preceding Valuation Date.
         The net gain or loss shall include any unrealized and realized profits
         and losses, and any dividends, interest or other income and any
         expenses which are due or accrued, but shall not include distributions
         from such Investment Fund or dividends transferred to the Fixed Income
         Fund pursuant to the following sentence. Notwithstanding the preceding
         provisions of this Section, any cash dividends paid in respect of Stock
         shall not be considered part of the gain of the Company Stock Fund;
         instead, those dividends shall be considered as having been transferred
         to the Fixed Income Fund as of the date such dividends are paid. In
         determining the value of each Investment Fund, the Trustee shall use
         the following values: securities listed on any nationally recognized
         securities exchange shall be valued at the closing price reported on
         any such exchange on the Valuation Date, or, if there were no sales on
         the Valuation Date, then at the quoted bid price on the Valuation Date.
         Securities not listed on a recognized securities exchange shall be
         valued at the quoted closing bid price on the Valuation Date. A unit of
         participation in a common trust fund maintained by the Trustee or a
         share in a mutual fund shall be valued at the unit value, or share
         price respectively, in effect at the close of business on the Valuation
         Date. Securities with respect to which there were no available sale
         prices or bid prices on the Valuation Date, and any other investments,
         shall be valued at prices deemed by the Trustee to represent the fair
         market value thereof on the Valuation Date.

4.4      Valuation of Accounts.
         ----------------------

         As of each Valuation Date, the net gain or loss of each Investment Fund
         shall be allocated among the appropriate Annual Deferral Accounts in
         accordance with such procedures as the Committee shall establish, which
         procedures shall apply uniformly to all Participants.


4.5      Nature of Accounts.
         -------------------

         All credits to each Annual Deferral Account of each Participant shall
         be recorded as a liability on the books of the Company. However, no
         Participant or Beneficiary shall have any proprietary rights of any
         nature with respect to any Account of any Participant or with respect
         to any funds, securities or other property owned by the Company or any
         Affiliated Company that is held in the Trust or that otherwise may be
         represented from time to time by Investment Funds. All payments under
         the Plan shall be made from the Trust or from the Company's general
         funds and in no event shall any Participant or Beneficiary have any
         claims or rights to any payment hereunder that are superior to any
         claims or rights of any general creditor of the Company.

4.6      Account Statements.
         -------------------

         The Committee will furnish each Participant with quarterly statements
         of the value of each of his/her Annual Deferral Accounts.




<PAGE>   11


                                    ARTICLE 5
                                    ---------
                                INVESTMENT FUNDS
                                ----------------

5.1      Investment Funds.
         -----------------

         The Committee shall establish and maintain the Company Stock Fund and
         such other Investment Funds as are specified from time to time by the
         Company. In this regard, the Company may choose to offer as Investment
         Funds any investment vehicles, including without limitation: (i)
         securities issued by investment companies advised by affiliates of the
         Trustee, (ii) guaranteed investment contracts recommended by the
         Trustee, and (iii) collective investment trusts maintained by the
         Trustee.

5.2      Investment Elections of Participants.
         -------------------------------------

         Each Participant shall make an investment election in the manner
         prescribed by the Committee, directing the manner in which his/her
         Deferrals shall be deemed to be invested. Each investment election must
         be made in writing at the time the applicable Deferral Agreement is
         signed and may be changed upon written notice to the Committee at least
         five (5) business days prior to the deemed deposit of the applicable
         Deferral into one or more Investment Funds. Each Participant may make a
         separate investment election for each of his/her Annual Deferral
         Accounts. Each investment election shall specify that Deferrals shall
         be deemed to be deposited in one or more of the Investment Funds in
         percentages that are each an integral multiple of 1% and that in the
         aggregate equal 100% of the Deferral.

5.3      Transfers.
         ---------

         Amounts deemed to be invested in an Investment Fund pursuant to this
         Section may be transferred to another Investment Fund in accordance
         with such procedures and limitations as the Committee shall prescribe.
         The procedures and limitations prescribed by the Committee may include,
         without limitation, provisions which (i) limit transfers to specified
         dollar amounts or percentages (ii) limit the number of transfers that
         each Participant may make each Plan year (iii) limit the dates as of
         which transfers may become effective and (iv) impose waiting periods or
         other restrictions in connection with multiple transfers in and out of
         the same Investment Fund. All such procedures and limitations shall
         apply uniformly to similarly situated Participants.


5.4      Nature of Investment Funds.
         ---------------------------

         Notwithstanding anything in the Plan, Trust or any Deferral Agreement
         to the contrary, no Participant shall have any rights or interests in
         any particular funds, securities or property of the Company, any
         Affiliated Company or the Trust, or in any investment vehicle in which
         Deferrals are deemed to be invested, by virtue of any investment
         election made by the Participant under the Plan or any transactions
         engaged in by the Trust. Each Annual Deferral Account, however, shall
         be credited/charged in accordance with Article 4 with gains/losses as
         if the Participant in fact had made a corresponding actual investment.

5.5      Liquidation of Investment Funds.
         --------------------------------

         If any Investment Fund is liquidated or otherwise ceases to exist
         without a successor, then that portion of each Account balance that
         previously has been deemed to have been invested in that Investment
         Fund shall be deemed to have been transferred to an Investment Fund
         consisting of money market instruments, or, if none, such other
         Investment Fund selected by the Committee.




<PAGE>   12


                                    ARTICLE 6
                                    ---------
                                      TRUST
                                      -----

6.1      Establishment of Trust.
         -----------------------

         The Company shall establish and maintain a Trust to provide a source of
         funds to assist the Company in meeting its liabilities under the Plan.
         Within thirty (30) days following the end of each Plan Year ending
         after the Trust has become irrevocable pursuant to the Trust Agreement,
         the Company shall be required to irrevocably deposit additional cash or
         other property to the Trust in an amount sufficient to pay each
         Participant or Beneficiary the benefits payable pursuant to the terms
         of the Plan as of the close of that Plan year.

         The principal of the Trust, and any earnings thereon, shall be held
         separate and apart from other funds of Company and shall be used
         exclusively for the uses and purposes of Plan Participants and general
         creditors of the Company as set forth herein and in the Trust
         Agreement. Plan Participants and their Beneficiaries shall have no
         preferred claim on, or any beneficial ownership interest in, any assets
         of the Trust. Any rights created under the Plan and the Trust Agreement
         shall be mere unsecured contractual rights of Plan Participants and
         their Beneficiaries against Company. Any assets held by the Trust will
         be subject to the claims of the Company's general creditors under
         federal and state law in the event of Insolvency, as defined in the
         Trust Agreement. All assets deposited in the Trust shall be held,
         administered and distributed by the Trustee in accordance with the
         Trust Agreement. The Company shall pay directly, or reimburse the
         Trustee for, all taxes due in respect of any income or gains on Trust
         assets.


                                    ARTICLE 7
                                    ---------
                        PLAN OPERATION AND ADMINISTRATION
                        ---------------------------------

7.1      Powers of Committee.
         --------------------

         The Committee will have full power to administer the Plan. Such power
         includes, but is not limited to, the following authority:

         (a)      to make and enforce such rules and regulations as it deems
                  necessary or proper for the efficient administration of the
                  Plan;

         (b)      to interpret the Plan and to decide all matters arising
                  thereunder, including the right to resolve or remedy any
                  ambiguities, inconsistencies or omissions. All such
                  interpretations shall be final and binding on all parties;

         (c)      to compute the amounts payable to any Participant or
                  Beneficiary or other person in accordance with the provisions
                  of the Plan;

         (d)      to authorize disbursements from the Trust or the Plan;

         (e)      to keep such records and submit such filings, elections,
                  applications, returns or other documents or forms as may be
                  required under ERISA, the Code or other applicable law;

         (f)      to appoint such agents, counsel, accountants and consultants
                  as may be desirable to assist in administering the Plan;

         (g)      To exercise the other powers that are expressly granted to it
                  herein, or that are impliedly necessary for it to carry out
                  any of its responsibilities hereunder; and

         (h)      by written instrument, to delegate any of the foregoing
                  powers.



<PAGE>   13


7.2      Nondiscriminatory Exercise of Authority.
         ----------------------------------------

         The Committee shall exercise its authority in a nondiscriminatory
         manner so that all persons similarly situated will receive
         substantially the same treatment.

7.3      Reliance on Tables, etc.
         ------------------------

         The Committee will be entitled, to the extent permitted by law, to rely
         conclusively on all tables, valuations, certificates, opinions and
         reports which are furnished by any accountant, Trustee, counsel or
         other expert retained by the Committee to assist it in administering
         the Plan.

7.4      Indemnification.
         ----------------

         In addition to whatever rights of indemnification to which employees,
         officers and directors of the Company and the Affiliated Companies may
         be entitled under the articles of incorporation, regulations or bylaws
         of the Company or the Affiliated Companies, under any provision of law,
         or under any other agreement, the Company shall satisfy any liabilities
         actually and reasonably incurred by any such employee, officer or
         director, including expenses, attorneys' fees, judgments, fines and
         amounts paid in settlement, in connection with any threatened, pending,
         or completed action, suit, or proceeding which is related to the
         exercise or failure to exercise by such person or persons of any of the
         powers, authority, responsibilities, or discretion of the Company, the
         Affiliated Companies or the Committee provided under the Plan or the
         Trust Agreement, or reasonably believed by such person or persons to be
         provided thereunder, and any action taken by such person or persons in
         connection therewith.

7.5      Notices to Committee.
         ---------------------

         The Committee shall designate one or more addresses to which notices
         and other communications to the Committee shall be sent. No notice or
         other communication shall be considered to have been given to or
         received by the Committee until it has been delivered to the
         Committee's attention at one of such designated addresses.

                                    ARTICLE 8
                                    ---------
                                CLAIMS PROCEDURES
                                -----------------

8.1      Establishment of Claims Procedures.
         -----------------------------------

         The Committee shall establish reasonable procedures under which a
         claimant, who may be a Participant or Beneficiary, may present a claim
         for benefits under this Plan.

8.2      Claims Denials.
         ---------------

         Unless such claim is allowed in full by the Committee, written notice
         of the denial shall be furnished to the claimant within ninety (90)
         days (which may be extended by a period not to exceed an additional
         ninety (90) days if special circumstances so require and proper written
         notice to the claimant is given prior to the expiration of the initial
         ninety (90) day period) setting forth the following in a manner
         calculated to be understood by the claimant:

         (a)      The specific reason(s) for the denial;

         (b)      Specific reference(s) to any pertinent provision(s) of the
                  Plan or rules promulgated pursuant thereto on which the denial
                  is based;

         (c)      A description of any additional information or material as may
                  be necessary to perfect the claim, together with an
                  explanation of why it is necessary; and

         (d)      An explanation of the steps to be taken if the claimant wishes
                  to resubmit his/her claim for review.



<PAGE>   14


8.3      Appeals of Denied Claims.
         -------------------------

         Within a reasonable period of time after the denial of the claim, but
         in any event not to be more than sixty (60) days, the claimant or
         his/her duly authorized representative may make written application to
         the Committee for a review of such denial. The claimant or his/her
         representative may review documents held by the Committee and pertinent
         to the denial of such claim, and may submit a written statement of
         issues and comments together with such application for review.

8.4      Review of Appeals.
         ------------------

         If an appeal is timely filed, the Committee shall conduct a full and
         fair review of the claim and mail or deliver to the claimant its
         written decision within sixty (60) days after the claimant's request
         for review (which may be extended by a period not to exceed an
         additional sixty (60) days if special circumstances or a hearing so
         require and proper written notice to the claimant is given prior to the
         expiration of the initial sixty (60) day period). Such decision shall:

                  (i)      Be written in a manner calculated to be
                           understandable by the claimant;

                  (ii)     State the specific reason(s) for the decision;

                  (iii)    Make specific reference to pertinent provision(s) of
                           the Plan upon which such decision is based; and

                  (iv)     Be final and binding on all parties.


                                    ARTICLE 9
                                    ---------
                      AMENDMENT AND TERMINATION OF THE PLAN
                      -------------------------------------

9.1      Amendment.
         ----------

         The Company may amend the Plan and Trust Agreement in any respect at
         any time for any reason by action of the Committee without liability to
         any Participant, Beneficiary or other person for any such amendment or
         for any other action taken pursuant to this Section 9.1, provided that
         any amendment required to be approved by the Company's shareholders
         pursuant to Section 162(m) of the Code shall not be effective until
         approved by the Company's shareholders in accordance with the
         requirements of Section 162(m) and further provided that no such
         amendment shall be made retroactively in a manner that would deprive
         any Participant of any rights or benefits which have accrued to his/her
         benefit under the Plan as of the date such amendment is proposed to be
         effective, unless such amendment is necessary to comply with applicable
         law.



<PAGE>   15


9.2      Termination.
         ------------

         The Company may terminate the Plan at any time for any reason by action
         of the Committee without any liability to any Participant, Beneficiary
         or other person for any such termination or for any other action taken
         pursuant to this Section 9.2. Following termination of the Plan, and
         notwithstanding the provisions of any Deferral Agreement entered into
         prior to such termination, no additional Deferrals may be made
         hereunder, but all existing Accounts shall continue to be administered
         in accordance with the Plan, as in effect immediately prior to
         termination, and shall be distributed in accordance with such terms of
         the Plan and the applicable Deferral Agreements, unless and until the
         Company elects to accelerate distribution as provided below. At any
         time on or after the effective date of termination of the Plan, the
         Company, in its sole discretion, may elect to accelerate the
         distribution of the entire balance of each Participant's Accounts. Such
         accelerated distributions shall be made in accordance with Article 3,
         except that all distributions shall be made in a lump sum based on the
         value of the Accounts, determined as of the Valuation Date immediately
         preceding the date of distribution. Upon the completion of
         distributions to all Participants or Beneficiaries, as the case may be,
         no Participant, Beneficiary or person claiming under or through them,
         will have any claims in respect of the Plan.

9.3      Liquidation of the Trust.
         -------------------------

         The Trust shall continue in existence after the termination of the Plan
         for such period of time as may be required to complete the liquidation
         thereof in accordance with the terms of this Article 9.


                                   ARTICLE 10
                                   ----------
                            MISCELLANEOUS PROVISIONS
                            ------------------------

10.1     Headings.
         ---------

         The headings of the Plan have been inserted for convenience of
         reference only and are not to be deemed controlling in any
         constructions of the provisions herein (other than with respect to
         defined terms).

10.2     Plan Not Contract of Employment.
         --------------------------------

         The existence of the Plan shall not create, evidence or change any
         contract of employment with any Participant. The right of the Company
         and all Affiliated Companies to take corrective, disciplinary or other
         action with respect to their employees, including terminating their
         respective employment at any time for any reason, shall not be affected
         by any provision of this Plan, and the Company and the Affiliated
         Companies will not be deemed responsible to provide continuing
         employment for any reason, at any time solely by reason of this Plan.

10.3     Severability.
         -------------

         If any provision of the Plan shall be invalid, such provision shall be
         fully severable, and the remainder of the Plan and the application
         thereof shall not be affected thereby.

10.4     Prohibition on Assignment.
         --------------------------

         No right or interest under the Plan of any Participant or Beneficiary
         shall be subject at any time or in any manner to anticipation,
         alienation, assignment (either at law or in equity), encumbrance (as
         security or otherwise), garnishment, levy, execution, or other legal or
         equitable process, and no Participant or Beneficiary shall have the
         power at any time or in any manner to anticipate, transfer, assign
         (either at law or in equity), alienate, or subject to attachment,
         garnishment, levy, execution or other legal or equitable process, or in
         any way encumber, such Participant's or Beneficiary's rights or
         interests under the Plan, and any attempt to do so shall be void;
         provided, however, that the Company shall have the unrestricted right
         to set off against or recover out of any payments due a Participant or
         Beneficiary at the time such payments would have otherwise been payable
         hereunder, any amounts owed the Company or any Affiliated Company by
         such Participant or Beneficiary.



<PAGE>   16


10.5     Number and Gender.
         ------------------

         Any use of the singular shall be interpreted to include the plural and
         the plural the singular. Any use of the masculine, feminine or neuter
         shall be interpreted to include the masculine, feminine and neuter, as
         the context shall require.

10.6     Governing Law.
         --------------

         To the extent not preempted by Federal law, the provisions of the Plan
         shall be construed, regulated and administered under the laws of the
         State of Ohio.

10.7     Satisfaction of Claims.
         -----------------------

         Any payment to any Participant or Beneficiary in accordance with the
         terms of the Plan shall, to the extent thereof, be in full satisfaction
         of all claims hereunder, whether they be against the Company, the
         Committee, or the Trustee, any of whom may require the Participant or
         Beneficiary (or legal representative), as a condition precedent to such
         payment to execute a release and receipt therefor.

10.8     No Liability.
         -------------

         Participation in the Plan is entirely at the risk of each Participant.
         Neither the Company, any Affiliated Company, the Committee, the Trustee
         nor any other person associated with the Plan shall have any liability
         for any loss or diminution in the value of Accounts, or for any failure
         of the Plan to effectively defer recognition of income or to achieve
         any Participant's desired tax treatment or financial results.


10.9     Tax Withholding.
         ----------------

         All payments under the Plan shall be subject to federal, state and
         local income tax withholding and other legally required deductions.

10.10    Facility of Payment.
         --------------------

         If the Committee determines that a Participant or Beneficiary entitled
         to receive a payment under this Plan is (at the time such payment is to
         be made) a minor or physically, mentally or legally incompetent to
         receive such payment and that another person or an institution has
         legal custody of such minor or incompetent individual, the Committee
         may cause payment to be made to such person or institution having
         custody of such Participant or Beneficiary. Such payment, to the extent
         made, shall operate as a complete discharge of obligation by the
         Committee, the Company, the Trustee and the Trust.

10.11    Repayment of Gainsharing Awards.
         --------------------------------

         If any amount credited to an Annual Deferral Account represents a
         portion of a Gainsharing Award that is subsequently found to be
         repayable by the Participant to the Company or any Affiliated Company
         pursuant to the plan pursuant to which the Gainsharing Award was made,
         the amount of that credit shall nevertheless remain unaffected by that
         repayment obligation, and the Participant shall make the required
         repayment out of his/her own funds.



<PAGE>   17


10.12    Stock Subject to the Plan.
         --------------------------

         Subject to adjustment as provided below, the total number of shares of
         Stock reserved and available for issuance in connection with the Plan
         is Three Hundred Thousand (300,000). Any Stock issued hereunder may
         consist, in whole or in part, of authorized and unissued shares or
         treasury shares. If there is a merger, reorganization, consolidation,
         recapitalization, share dividend, share split, combination of shares or
         other change in corporate structure of the Company affecting the Stock,
         such substitution or adjustment shall be made in the aggregate number
         of shares of Stock reserved for issuance under the Plan as may be
         approved by the Committee in its sole discretion; provided that the
         number of shares of Stock to be issued in connection with the Plan
         shall always be a whole number. Any fractional shares shall be
         eliminated and the value of such fractional shares shall be deemed to
         have been transferred to the Fixed Income Fund as of the effective date
         of such substitution or adjustment.


IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its
duly authorized officers as of this 16th day of December, 1996.


                                    THE PROGRESSIVE CORPORATION


                                    By:     /s/ David M. Schneider
                                            -----------------------------
                                    Title:  Secretary
                                            -----------------------------




<PAGE>   18





                 SECOND AMENDMENT TO THE PROGRESSIVE CORPORATION
                      EXECUTIVE DEFERRED COMPENSATION PLAN
                   (JANUARY 1, 1997 AMENDMENT AND RESTATEMENT)


         WHEREAS, The Progressive Corporation Executive Deferred Compensation
Plan is currently maintained pursuant to a January 1, 1997 Amendment and
Restatement and the First Amendment thereto ("Plan"); and


         WHEREAS, it is deemed desirable to amend the Plan further;


         NOW, THEREFORE, the Plan is hereby amended in the respects hereinafter
set forth, effective December 1, 1997.

         1. Section 2.2(f) of the Plan is hereby amended and restated in its
entirety to provide as follows:

                          "it must specify whether the balance of the Annual
                          Deferral  Account to be established pursuant to that
                          Deferral Agreement will be distributed in a lump sum,
                          in three (3) annual installments, in five (5) annual
                          installments or in ten (10) annual installments; and"

         2. Section 3.2 of the Plan is hereby amended and restated in its
entirety to provided as follows:

                           "Each distribution of the balance of an Annual
                           Deferral Account made on account of the Participant's
                           death shall be made to the Participant's Beneficiary.

Each distribution made on account of the Participant's death, termination of the
Plan or a Change in Control shall be paid in a lump sum. Each distribution made
on account of the Participant's Termination of Employment or expiration of a
Fixed Deferral Period shall be paid in either a lump sum or installments, as
specified in the applicable Deferral Agreement. Each distribution made on
account of the Participant's Disability shall be paid in either a lump sum or
installments, as determined by the Committee in its sole discretion. If a
Participant elects to receive (or, in the case of Disability, begins receiving)
payment in installments and dies prior to payment of all installments, the
balance remaining unpaid at his/her death shall be paid to his/her Beneficiary
in a lump sum. Installment payments shall be paid in three (3) annual
installments, in five (5) annual installments or in ten (10) annual
installments,


<PAGE>   19


         as specified in the applicable Deferral Agreement. Notwithstanding the
         preceding provisions of this Section 3.2, a Participant may elect to
         change the method of distribution elected in respect of any
         distribution to be made on account of Termination of Employment or
         expiration of a Fixed Deferral Period to any of the four permissible
         options (lump sum, in three (3) annual installments, in five (5) annual
         installments or in ten (10) annual installments). Each such change must
         be made in writing on such forms as the Committee shall specify and
         must be delivered to the Committee at least one (1) year prior to
         Termination of Employment or expiration of the Fixed Deferral Period.

         3. Except as expressly provided in this Amendment, the terms and
provisions of the Plan shall remain entirely unchanged and continue in full
force and effect.


         IN WITNESS WHEREOF, the undersigned has hereunto caused this Amendment
to be executed by its duly authorized representative effective as of the date
set forth above.


                                       THE PROGRESSIVE CORPORATION


                                       By:  /s/ David M. Schneider
                                            ----------------------

                                       Title: Secretary
                                              ---------





<PAGE>   1

Exhibit 11
                                                                 
                           THE PROGRESSIVE CORPORATION
                        COMPUTATION OF EARNINGS PER SHARE
                      (MILLIONS - EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                       1997                       1996                         1995
                                            ------------------------------------------------------------------------------
                                                                  Per                       Per                      Per
                                                   Amount        Share        Amount       Share        Amount      Share
                                            ------------------------------------------------------------------------------
<S>                                                <C>           <C>          <C>          <C>          <C>         <C>  
 BASIC:
 Net income                                        $400.0                     $313.7                    $250.5
 Less:  Preferred stock dividends                      --                      (3.5)                     (8.4)
        Excess Preferred Stock liquidation
          price over carrying value                    --                      (2.9)                        --
                                            ------------------------------------------------------------------------------
                                                   $400.0        $5.56        $307.3       $4.29        $242.1      $3.37
                                            ==============================================================================

 Average shares outstanding                          72.0                       71.6                      71.8
                                            ==============             ==============            ==============


 DILUTED:
 Net income                                        $400.0                     $313.7                    $250.5
 Less:  Preferred stock dividends                      --                      (3.5)                     (8.4)
        Excess Preferred Stock liquidation
          price over carrying value                    --                      (2.9)                        --
                                            ------------------------------------------------------------------------------
                                                   $400.0        $5.31        $307.3       $4.14        $242.1      $3.26
                                            ==============================================================================

 Average shares outstanding                          72.0                       71.6                      71.8
 Net effect of dilutive stock options                 3.3                        2.6                       2.4
                                            ------------------------------------------------------------------------------
 Total                                               75.3                       74.2                      74.2
                                            ==============================================================================
</TABLE>













<PAGE>   1





Exhibit 12

                           THE PROGRESSIVE CORPORATION
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                   (millions)

                                   (unaudited)



<TABLE>
<CAPTION>
                                                                                Twelve Months Ended December 31,
                                                                                --------------------------------------
                                                                                        1997                     1996
                                                                                -------------            -------------
<S>                                                                                   <C>                      <C>   
               Income before income taxes                                             $578.5                   $441.7
                                                                                -------------            -------------
               Fixed Charges:
                   Interest and amortization on indebtedness                            64.6                     61.5
                   Portion of rents representative of the interest factor                5.6                      4.5
                                                                                -------------            -------------
               Total fixed charges                                                      70.2                     66.0
                                                                                -------------            -------------
               Total income available for fixed charges                               $648.7                   $507.7
                                                                                =============            =============
               Ratio of earnings to fixed charges                                        9.2                      7.7
                                                                                =============            =============
</TABLE>








<PAGE>   1

                                                                      Exhibit 13


                          Sixtieth Anniversary Edition



                                      TRUE
                                    STORIES



                                    [STAR]




                 The Progressive Corporation Annual Report 1997



<PAGE>   2






1997 Financial Highlights ...............................       4
Vision, Core Values and Objectives ......................       5
Letter to Shareholders ..................................      16
Financial Review ........................................      34



<PAGE>   3





                               words and pictures






Progressive is committed to providing innovative insurance products and
services at the lowest possible cost. We respond to consumers 24 hours a day, 7
days a week when, how and where they need us. But don't take our word for it.
In this year's annual report we'd like to share with you just a few of the
stories of the past year--stories that we believe show how Progressive is
meeting customers' needs and changing the face of auto insurance. And to let
you in the picture fully, we have commissioned eleven artists to respond        
visually to each of our narratives. The efforts on paper and canvas of Marty
Ackley, Donald Baechler, Linda Burnham, Jody Guralnick, Jane Hammond, David
Humphrey, Sean Mellyn, Amy Sillman, Elena Sisto, Megan Williams and Andy Yoder
appear in the pages to come and will join Progressive's growing collection of
contemporary art. 


                                       1

<PAGE>   4





                                   [ARTWORK]



                                       2

<PAGE>   5


                                      no. 1


                               a story of success




Our company recently celebrated its 60th year of operations. In 1937, the
Progressive
 insurance organization began business during a difficult but
hopeful era. From the start, we have been a forward-looking firm, growing into
new markets and pioneering new ways to meet consumers' needs. In 1956, when
Progressive Casualty Insurance Company was founded, we became one of the first  
specialty underwriters of nonstandard auto insurance. In 1965, our success led
to the formation of The Progressive Corporation, a holding company whose 86
subsidiaries and 1 mutual insurance company affiliate have since provided a
range of personal automobile and other specialty property-casualty insurance
and related services throughout the United States and Canada. As we end the
year, our market (which includes personal auto insurance in the U.S. and
Ontario, along with commercial vehicle insurance) is estimated to consist of
$135.4 billion of premiums and Progressive finds itself with a 3.3% share.



                             Donald Baechler, acrylic and collage on paper, 1997

                                       3


<PAGE>   6


                            1997 Financial Highlights




<TABLE>
<CAPTION>
  (millions-except per share amounts)                                                                 AVERAGE ANNUAL COMPOUNDED
                                                                                                     RATE OF INCREASE (DECREASE)
                                                                                                    ----------------------------
                                                                                                        5-YEAR         10-YEAR
                                                          1997            1996        % CHANGE       1993-1997       1988-1997


FOR THE YEAR
<S>                                                  <C>             <C>                    <C>             <C>             <C>
  Direct premiums written                            $   4,825.2     $   3,638.4            33%             24%             15%
  Net premiums written                                   4,665.1         3,441.7            36              26              15
  Net premiums earned                                    4,189.5         3,199.3            31              24              15
  Total revenues                                         4,608.2         3,478.4            32              22              16
  Operating income                                         336.0           309.1             9              21              14
  Net income                                               400.0           313.7            28              21              16
  Per share(1):
   Operating income                                         4.46            4.12             8              21              15
   Net income                                               5.31            4.14            28              21              17
  Underwriting margin(2)                                     6.6%            8.5%                            8               6


AT YEAR-END
  Consolidated shareholders' equity                  $   2,135.9     $   1,676.9            27              28              18
  Common Shares outstanding                                 72.3            71.5             1               2              (2)
  Book value per Common Share                        $      29.54    $      23.45           26              30              20
  Market capitalization                              $   8,667.0     $   4,817.3            80              35              26
  Return on average common shareholders' equity(2)          20.9%           20.5%                           23              23


STOCK PRICE APPRECIATION(3)                                                                  1-YEAR     5-YEAR         10-YEAR
   Progressive                                                                              78.4%           33.3%           29.0%
   S&P 500                                                                                  33.3%           20.2%           18.0%
</TABLE>


1 Presented on a diluted basis.

2 The 5- and 10-year amounts represent averages for the period, not rates of
  increase.

3 Assumes dividend reinvestment.



                                       4

<PAGE>   7

                       Vision, Core Values and Objectives


Communicating a clear picture of Progressive by stating what we try to achieve
(Vision), what guides our behavior (Core Values), what our people expect to
accomplish (Objectives), and how we evaluate performance (Measurements), permits
all people associated with Progressive to understand their role and enjoy their
contributions. 

VISION
We seek to be an excellent, innovative, growing and enduring business by
reducing the human trauma and economic costs of auto accidents, theft and other
perils while building a recognized, trusted, admired, business-generating
consumer brand. We seek to earn a superior return on equity and to provide a
positive environment to attract quality people and achieve ambitious growth
plans.

CORE VALUES
Progressive's Core Values are pragmatic statements of what works best for us in
the real world and they govern our decisions and behavior. We want them
understood and embraced by all Progressive people. Growth and change provide new
perspective and require regular refinement of Core Values. 

Integrity We revere honesty. We adhere to high ethical standards, report
completely,  encourage disclosing bad news and welcome disagreement. 

Golden Rule We respect all people, value the differences among them and deal
with them in the way we want to be dealt with. This requires us to know
ourselves and to try to understand others.


Objectives We strive to be clear and open about Progressive's ambitious
objectives and our people's personal and team objectives. We evaluate
performance against all these objectives.

Excellence We strive constantly to improve in order to meet and exceed the
highest expectations of our customers, shareholders and people. "Quality" is 
Progressive's process for teaching and encouraging our people to improve 
performance and reduce the costs of what they do for customers. We base rewards
on results and promotion on ability.


Profit The opportunity to earn a profit is how the competitive free-enterprise
system motivates investment to enhance human health and happiness. Our
increasing profits reflect our customers and claimants increasingly positive
view of Progressive. We strive to find the most cost-effective ways to reduce
the human trauma and economic costs of automobile accidents. We value social and
economic well-being and strive to give back to our communities. 


                                       5

<PAGE>   8

They knew they had found their policyholder when they saw the balloons: "I've
had an accident. I'm at a phone booth. I'm late for a party and I'm holding
three balloons." Not that they had to look far. Two Progressive representatives
were busy organizing a new claim office in the Bronx when the Manhattan office
called and asked if they could help a policyholder who had a minor auto
accident nearby. They looked out the window and there she was! Now, Progressive
has been opening new claim offices across the country to ensure that our
Immediate Response(R) claims service is just that--immediate. But even we can't
pretend to have located our Bronx office with that degree of foresight. Still,
there was something uncanny about the whole situation. We were preparing for a
grand opening, our policyholder had the balloons, and our Bronx office responded
to its first claim in about 30 seconds. Might make you think that Progressive is
a company of destiny.


Sean Mellyn, oil on canvas, 1997
                                                        OF BALLOONS
                                                         AND FATE

                                                            NO. 2
                                                            ---


                                       6

<PAGE>   9



                                   [ARTWORK]




                                       7

<PAGE>   10





                                   [ARTWORK]




                                       8

<PAGE>   11

Until our claim representative Robert Simon arrived on the scene, a Progressive
policyholder in Garden City, Kansas was having a bad day. First, some of his
cows were missing. Then, when he set off after them, his truck got stuck in a
field. Finally, while trying to get unstuck, he inadvertently started a grass
fire that almost removed the garden from Garden City. It spread for three miles
destroying fields, fences and equipment. How did our claim representative react?
Unable to assess the devastation from the ground, he hired a pilot to fly him
over the scene, swooped down out of the clouds and determined that the damage
wasn't as bad as it seemed. In the end, the claim was settled within the
property damage policy limits. Progressive's claim representative Robert Simon
may not have saved the day entirely, but he certainly took the edge off. 


                                  Jane Hammond, mixed media on rice paper, 1997


                                ABOVE AND BEYOND



                                       NO. 3
                                       ---  




                                       9

<PAGE>   12


- --------------------------------------------------------------------------------

                      Financial Objectives and Measurements


Consistent achievement of superior results requires that our people understand
Progressive's objectives and their specific role, and that their personal
objectives dovetail with Progressive's. Our objectives are ambitious yet
realistic. We are committed to achieving financial objectives over rolling
five-year periods. Experience always clarifies objectives and illuminates better
strategies. We constantly evolve as we monitor the execution of our strategies
and progress toward achieving our objectives.



RETURN ON SHAREHOLDERS' EQUITY

Our most important financial goal is to achieve an after-tax return on
shareholders' equity over a five-year period that is at least 15 percentage
points greater than the rate of inflation (measured by the Consumer Price Index
which was 1.7% in 1997, and averaged 2.6% over the past five years and 3.4% over
the past ten years). Return on equity was 20.9% in 1997, and averaged 23.3% over
the past five years and 22.8% over the past ten years. 

PROFITABILITY

Progressive is driven by the goal of producing a 4% underwriting profit over the
entire retention period of an insured. Overall, we had an underwriting profit of
6.6% in 1997, 8.1% for the past five years and 5.8% for the past ten years.
Estimated industry results for the personal auto insurance market were
underwriting gains of 2.0% in 1997 and underwriting losses of .6% and 3.0%, for
the past five and ten years, respectively.

GROWTH

We seek increases in net premium volume that are at least 15 percentage points
greater than the rate of inflation. Company-wide net premiums written increased
35.5% in 1997, 26.3% compounded annually over the past five years and 15.4% over
the past ten years. Net premiums written in the personal auto insurance market
for the same periods grew 5.9%, 5.3% and 5.9%.

ACHIEVEMENTS

We are convinced that the best way to maximize shareholder value is to achieve
these financial objectives consistently. A shareholder who purchased 100 shares
of Progressive for $1,800 in our first public stock offering on April 15, 1971,
owned 7,689 shares on December 31, 1997, with a market value of $922,000, for a
26.3% compounded annual return, compared to the 8.9% return achieved by
investors in the Standard & Poor's 500 during the same period. In addition, the
shareholder received dividends of $1,845 in 1997, bringing total dividends
received to $16,345 since the shares were purchased.

  In the ten years since December 31, 1987, Progressive shareholders have
realized compounded annual returns of 29.0%, compared to 18.0% for the S&P 500.
In the five years since December 31, 1992, Progressive shareholders' returns
were 33.3%, compared to 20.2% for the S&P 500. In 1997, the returns were 78.4%
on Progressive shares and 33.3% on the S&P 500.

  The repurchase of Progressive stock is another way the Company increases
shareholder value. Over the years, when we have adequate capital and
Progressive's stock is attractively priced, we have repurchased our shares.
Since 1971, we spent $571.2 million repurchasing our shares, at an average cost
of $6.96 per share. During 1997, we repurchased 30,193 Common Shares to offset
obligations under various employee benefit plans.


                                       10

<PAGE>   13

                       1997 Objectives and Accomplishments


<TABLE>
<CAPTION>
                                                                 1997          last 5 years   last 10 years


<S>                                                                <C>             <C>             <C>  
RETURN ON SHAREHOLDERS' EQUITY
  Objective                                                        16.7%           17.6%           18.4%
  Accomplishment                                                   20.9            23.3            22.8


UNDERWRITING PROFIT (LOSS)
  Objective                                                         4.0             4.0             4.0
  Accomplishment                                                    6.6             8.1             5.8
  Industry-Personal Auto Insurance Market                           2.0             (.6)           (3.0)


GROWTH (ANNUALIZED)
  Objective                                                        16.7            17.6            18.4
  Accomplishment                                                   35.5            26.3            15.4
  Industry-Personal Auto Insurance Market                           5.9             5.3             5.9
</TABLE>



                                       11

<PAGE>   14

In a free-association test recently administered to 1,153 college students, the
word "insurance" prompted the response "romance" in 82.8% of cases...Alright,
we admit it--we're only kidding. Still, for our claim representatives (at our
more than 350 claim offices), romance isn't an unknown continent. On a recent
Saturday evening, Chandra Haines, a Progressive claim representative in
Savannah, Georgia came to the rescue of a young couple involved in a fender
bender. She helped them contact their families, and, despite the late hour,
arranged to have their car repaired immediately. The couple, who had just been
married, were heading to Florida for their honeymoon and had thought for certain
their trip was ruined. But they weren't counting on the efficiency of
Progressive's Immediate Response(R) claims service. In a romantic cause, our
claim representatives stand ready to slay any dragon.




                                       THE
                                     ROMANCE
                                       OF
                               IMMEDIATE RESPONSE



                                                  NO. 4
                                                  ---


Marty Ackley, mixed media on canvas, 1997

                                       12

<PAGE>   15

                                     [ARTWORK]






                                       13

<PAGE>   16



                                     [ARTWORK]




                                       14

<PAGE>   17






         NO. 5
         ---


Question: When is a two-hour delay still an immediate response? Answer: When a
tornado rips through your property and the rest of your neighborhood. It took a
Progressive claim representative two hours one Friday evening to navigate his
way through the debris and find the home of one of our policyholders after a
tornado wreaked havoc in Smyrna, Tennessee. The twister had lifted our
policyholder's garage high into the air and then very considerately deposited it
straight down onto his pickup truck. Our claim representative made his way to
the scene, assessed the damage and had a check in the policyholder's hand by the
next business day. Under the circumstances, we hesitate to call our service a
whirlwind, but we won't sit at home waiting out the weather. 


WHIRLWIND

                     Megan Williams, gouache, pastel and charcoal on paper, 1997


                                       15




<PAGE>   18


                             Letter to Shareholders


In 1997, Progressive continued on its path to leadership in automobile
insurance. I am proud and happy to report that we believe that our private
passenger auto premium growth in 1997 made Progressive the 5th largest United
States auto insurance company. We grew in 1997 by increasing our share of the
approximately $25 billion nonstandard auto insurance market and by continuing to
grow in the approximately $89 billion standard and preferred auto insurance
market. We work hard and invest heavily in people and process in order to reduce
the human trauma and economic costs of auto accidents. Our results reflect the
cost of these investments, designed to make us more competitive for all auto
insurance.

  In 1997, Progressive's organization continued to adapt to the Company's larger
size and focus on the customer. Our focus on "Process" became more ingrained and
natural, and a number of major accomplishments occurred.

  During 1997, we hired and trained over 5,700 people company-wide to help us
keep pace with our extraordinary growth. Our net premiums written grew 36% and
our total number of auto policyholders increased by 575,000 to 2.5 million. We
answered 16 million telephone calls during the year, responding to the policy
servicing needs of our customers 24 hours a day, 7 days a week. To maintain our
high standards and meet our customers' expectations was a challenge. We
identified opportunities to improve this process and made strides in this
direction by rolling out the first iteration of our Ownership Workbench, a smart
system designed to increase customer service, quality and productivity.

  Despite the record increase in new employees, we were also able to improve the
timeliness of our Immediate Response(R) claims service and produce an average
claim severity that was more favorable than the entire industry. In addition to
hiring quality people, we continued to make significant investments in
technology to improve the way we respond to customers. We installed new phone
switches in our claim branches and developed new workflows to more effectively
answer our 25,000 daily claim calls. Also, through our wireless Claims
Workbench, we were able to increase the amount of information our claim
representatives have available when they meet with customers off-site.

  Progressive recognized early on that the Internet would be come an
increasingly important vehicle for commerce communication. We launched America's
first auto insurance web site in April 1995, offering our customers a quick way
to find a local agent and to determine whether their vehicle is subject to any
federal recall. We continued to lead the way, being the first auto insurer to
offer interactive quoting and customer account status in 1996 and the first to
conduct direct Internet sales and accept online payments in 1997. Progressive's
web site (www.progressive.com) has won several awards, being named one of
ComputerWorld magazine's Premier 100 Web Sites and WebMaster magazine's top 50
Internet sites. As our experience with the Internet grows, so does our
excitement around how it will benefit our customers and our agents. Plans for
the future include enabling agents and customers to conduct more of their
transactions online, broadening our online sales offerings, and offering
"paperless" alternatives to our customers and agents.

  Progressive's strong focus on customers leads to steady growth in market share
which, in turn, permits us to reduce the costs of doing business and become even
more competitive. Our people's superb response to the challenge of creating and
managing growth reaffirms both how committed and how talented they are. Great



                                       16

<PAGE>   19


people operating with a clear Vision, strong Core Values and creative Strategies
will continue to drive Progressive's profitable growth.

  Like all shareholders, we want premium growth to translate into current
earnings growth and a higher stock price. However, we manage by executing
meaningful, long-term strategies that build value which we expect to be
reflected in the stock price over five-year periods. Therefore, as an
investment, Progressive stock may be most attractive to investors interested in
long-term appreciation. On August 1, 1997, Standard & Poor's recognized our
leadership in the auto insurance business and strong historical financial
performance by adding Progressive to the S&P 500 Index. I am proud to report
that Progressive's total return to shareholders' in 1997, was 78.4%, ranking
28th out of the 500 companies in this index.

  To facilitate growth and the execution of our strategies, we expanded the
number of local business units to bring us closer to the customer. During 1997,
we formed 21 new business units bringing the number of communities/states where
our operations are run by a local manager to 47 and bringing the total number of
business units to 54. In addition, we expanded our "Policy Team," which is now
comprised of 13 people who make Progressive's final management-level decisions.
A new role on the Policy Team is the Community Manager Support Process Leader
who is responsible for encouraging experimentation, fostering communication
among community managers and advocating community manager perspectives on the
Policy Team. This Process Leader joins our six other Process Leaders,
respectively responsible for Product, Independent Agent Marketing, Consumer
Marketing, Ownership (customer service), Technology and Claims, as well as the
Chief Financial, Human Resources, Legal, Information and International/Internet
Officers, and me, to ensure that we sustain our superior performance in the face
of increasingly intense competition and increasingly rapid technological change.

  Most community managers report to Process Leaders. Community managers are
responsible for reducing claim costs while improving service, managing agent
distribution and relationships, direct marketing, and deciding price levels for
their territory. During 1997, we concentrated on developing our community
managers to help them meet their objectives. We defined the necessary
competencies and attributes and designed a Leadership Model showing how these
qualities are linked to attaining world-class results. Several community
managers participated in a week-long program focused on the dimensions included
in the model. The cornerstone of the experience was an assessment tool which
provided feedback to community managers and helped them create individual
development plans.

  Progressive's unique approach to management continues to evolve along with its
business strategy. Our management philosophy includes the following: 

  Total Quality Management dovetails with our Excellence Core Value--doing 
better than we did before--and empowers Progressive people to change how 
they function if the change measurably improves customer service or reduces
costs, and if it does not disrupt others in the work chain. Because measurement
is essential to TQM, we have dramatically improved our ability to measure
performance and to control quality. 

Teamwork is the way we work. We continue to improve the ways in which we
motivate, manage, evaluate and reward teams. 

Steady Cost Reduction has been, and continues to be, critical to our    
strategy. Underwriting expenses were 22.5% of premiums in 1997, compared to
21.6% in 1996 and 35.0% in 1990.

  In 1997, we incurred additional expenses to support our infrastructure and to
hire and train people in anticipation of our growth. We also introduced our
advertising campaign to 13 states, bringing the total number of states where we
advertise to 19. In addition, we paid out record profit-sharing bonuses to
employees this year. In 1997, 14.4% of total compensation resulted from our
Gainsharing program (contingent cash incentive compensation program for all
Progressive people). We set our annual Gainsharing target at achieving a
combined ratio of 96% over the entire retention period of a policyholder and
growth in net premium volume in excess of 15% plus the rate of inflation. Our
outstanding financial results caused our payout to exceed our annual target by
an amount that had a .5 point effect on the expense ratio. Process Management by
top managers eliminates much staff/line friction, fosters cooperation among
business units and departments, and requires balancing delicate trade-offs
between local autonomy and collective effectiveness. 

Thorough Testing of new ideas has replaced our former propensity to seize
perceived opportunities and develop them as fast as possible.

Performance-based Compensation pays our people very well for exceptional
performance, makes contingent pay significant to everyone and fosters the
achievement of our demanding objectives.



                                       17

<PAGE>   20


RESULTS 

In 1997, net premiums written increased 36% to $4,665.1 million, compared to
$3,441.7 million in 1996. We posted an annual underwriting profit for the 25th
time in the last 31 years and bettered our 4% underwriting goal with a 6.6%
margin in 1997.

  Operating income, which excludes net realized gains on security sales and
one-time items, is the best measure of how well we manage our insurance
operations. Operating income increased to $336.0 million, or $4.46, compared to
$309.1 million, or $4.12 per share, in 1996. Operating income excludes $98.5
million of net realized gains in 1997, compared to $7.1 million in 1996. Net
income was $400.0 million, or $5.31 per share, this year, compared to $313.7
million, or $4.14 per share, in 1996. Return on shareholders' equity was 20.9%,
compared to 20.5% in 1996.

PROGRESSIVE'S CORE BUSINESS

Ninety-six percent of Progressive's net premiums written is insurance for
private passenger automobiles, recreational vehicles and small fleets of
commercial vehicles, which we categorize as "core." Core business net premiums
written grew 33% to $4,467.4 million, compared to $3,367.2 million in 1996. The
underwriting profit margin was 6.9%, compared to 8.1% in 1996.

  In 1997, we used a new approach which includes rating based partially upon 
consumer financial responsibility. This approach has been approved by
regulators and is in use in the 31 states that represent 80% of our core
written premiums. We hope to complete the rollout of this approach into the
remaining business units where it can be offered in 1998. We believe our use of
financial responsibility in auto insurance rating produces a more accurate
distribution of losses among consumers and, therefore, produces more accurate
pricing resulting in lower rates for most consumers as compared to our previous
approach. In addition, by ensuring more consistent products on a national
basis, we are able to analyze the data better and reduce the complexity of our
products for our customer service representatives and programmers.

  Four years ago, we consolidated our new, unique and superior customer services
into a Progressive brand by expanding service in a number of states and testing
ways to project the brand to potential customers. We focused managers on
empowering people and constantly improving the delivery of around-the-clock,
immediate response, information-rich service, designed to delight customers.

  We use a combination of television commercials, direct mail and other media to
urge consumers to consider Progressive's unique combination of price and
service. In 1997, we expanded the number of markets in which we advertise to
over 40 media markets reaching parts of 19 states.

  Our advertising is largely situational and dramatizes the concerns consumers
have in claims and buying experiences with their auto insurance and highlights
"what you should expect" as the Progressive difference. Several new commercials
were developed in 1997 and will be used in 1998 to further our brand
communication. The consumers' choice to buy through our independent agent
network or by calling 1 800 AUTO PRO(R) (1-800-288-6776) is supported by our
advertising and we are encouraged by its impact on both distributions. In an
average 15-minute call, consumers can receive a quote for their particular risk
profile from Progressive as well as the rates that would be charged by up to
three other leading auto insurers, including State Farm and Allstate. Our
representative also explains the following service improvements, which when
considered together, are unique to Progressive: 

Assistance after an accident, or other loss, is Progressive's most important
service, so we implore our customers to call 1-800-274-4499 immediately after
any incident. Twenty four hours a day, 7 days a week, a Progressive person
answers the phone, takes the information, authorizes emergency measures and
almost always can have a Progressive claim representative meeting with the
customer or claimant within a few hours.

Universal acceptance, because consumers abhor being rejected or cancelled. 
Progressive rarely rejects and never cancels honest customers who pay their 
premiums in the 45 states where our complete program is operative.

Competitive rates for risks from ultra-preferred to nonstandard in the states 
with our complete program. As experience makes us more comfortable with 
pricing standard/preferred risks, we increasingly concentrate on this market 
which accounted for between 20% and 25% of 1997 core premium volume and is 
expected to become an increasing percentage of total premium volume.

Many different ways to buy, to accommodate different consumer preferences. More
than 30,000 independent insurance agencies (our most important method of
distribution) sell Progressive products. In addition, we have joint marketing
relationships with national accounts and Progressive's 1 800 AUTO PRO(R)
telephone service. In 1997, increased price competitiveness, superior service
and greater consumer awareness of the Progressive brand 



                                       18

<PAGE>   21


helped independent agents regain lost standard and preferred auto market share.
The number of independent agencies writing Progressive standard and preferred
auto more than doubled, resulting in 126% growth of agent-produced standard and
preferred new auto policies. 24 hours a day, 7 days a week service. Consumers
want to do business when it's convenient for them, so we operate 24 hours a day,
7 days a week to provide new insurance quotes, handle endorsements and questions
concerning current policies, and, most importantly, respond to accidents and
other incidents. Our customers depend upon our service, which is supported by a
real-time disaster management approach that continuously monitors performance of
internal systems, threatening weather patterns and other natural events. This
approach allows us to regularly reconfigure our network and place disaster
response teams in motion as soon as we hear of an event requiring special
resources.

PROGRESSIVE'S DIVERSIFIED BUSINESSES

The United Financial Casualty Company, Professional Liability Group, Midland
Financial Group and Motor Carrier business units provide combinations of service
and indemnity to businesses and individuals. Their primary products are
collateral protection coverage and loan tracking for automobile lenders and
financial institutions, directors and officers liability and fidelity coverage
for American Bankers Association member community banks, nonstandard auto
insurance, and underwriting and claim servicing for state involuntary residual
market commercial and personal auto programs. We are the largest provider of
collateral protection and D&O coverage to banks and the largest service carrier
for the involuntary market, though the market size for each declined in 1997.

  On March 7, 1997, Progressive acquired Midland Financial Group, Inc. for 
about $50 million. Midland underwrites and markets nonstandard private  
passenger automobile insurance through approximately 3,700 independent agents
across 11 states, primarily in the southern and western United States. During
1997, Progressive was able to effectively raise rates, improve claim handling
and customer service, implement new measures and controls, consolidate offices
and introduce objectives, performance evaluations and Gainsharing incentives to
all Midland people. 

  The diversified businesses produced revenues and pre-tax profits of $248.7 
million and $.7 million, respectively, in 1997, compared to $117.7 million and 
$24.3 million in 1996. During 1997, Midland contributed revenues of $84.1 
million. 

INVESTMENTS AND CAPITAL MANAGEMENT 

Progressive, like all insurance companies, consists of two distinct enterprises:
the operating insurance business and investment management. We recognize the
challenge and the opportunity of having two businesses, requiring different
expertise, resident in the same company. The success of each bears meaningfully
on the results of the other, and the success of the whole.

  The financial markets are dynamic, requiring flexibility and responsiveness
from our professionals. Our portfolio is a financial institution that provides
capital to other enterprises and is a business that lends and invests. We aspire
to generate better after-tax portfolio returns than those available from
comparable outside management at less cost without losses that curtail
underwriting growth. Our approach to risk is conservative. A majority of the
investment decisions are derived from "bottom up" rather than "top down"
processes. We eschew formula investing. We endeavor to examine as broad a field
of opportunity as possible and to take advantage of opportunities that are
consistent with our available resources. The examination of every possibility is
less important than the quality of our performance at the tasks we undertake.

  Our professionals should be broad gauge and of the highest quality, able to
compete effectively with their counterparts in other financial institutions. We
hire the best raw talent we can find, then train and develop it. We pay above
average compensation for good performance and to retain our best people. Stock
options align their interests with shareholders. We re-evaluate our compensation
approach annually to ensure that it is performance driven but does not motivate
counterproductive behavior. We want our professionals to possess financial
sophistication, thoroughness, experience and integrity. The exercise of good
judgment is our best protection against loss.

  We are building long-term business relationships by co-venturing with outside
organizations and financial professionals that will enhance our investment
program. These relationships, combined with our internal resources, form a
virtual investment organization with more experience, expertise and access to
opportunity than any organization we could assemble internally.

  The Company's rapid growth and high margins produce expanding capital
resources that support the operating business or are deployed in financial
investments. Our highest priorities are to: manage the Company's capital to
support all the insurance we can profitably underwrite, without issuing stock or
losing our 


                                       19

<PAGE>   22



investment-grade debt rating; improve our debt cost relative to peer companies;
and repurchase stock more cost effectively than a passive strategy.

  Our investment processes fall into five broad categories: stocks, bonds,
alternative investments, capital management and acquisitions. All require
quantitative skills and a knowledge of accounting, financial analysis,
economics, financial markets and securities regulation. Common stock and the
bond portfolio performance is compared to a sample of other managed portfolios
on an annual basis. 

Common Stock Investing Our holdings consist of a diversified portfolio of
publicly-traded issues. Foreign investments are evaluated on an individual
basis. A knowledge of the stock markets and trading, and the analysis of
industries, business processes, historical performance and financial structure,
in combination with the assessment of management capabilities, are the essential
competencies of our stock investing.

Fixed-Income Investing The fixed-income holdings are comprised of
investment-grade issues and BB rated securities, which do not exceed 5% of the
portfolio. Allocations are made to market sectors, including foreign denominated
securities on a fully hedged basis, with consideration for availability, degree
of opportunity and diversification. Quantitative analysis of security cash
flows, credit analysis, and knowledge of the bond markets, trading, derivatives,
options, foreign exchange and risk management are the key skill sets.

Alternative Investing The commitment to alternative investments is influenced by
the amount of capital in excess of our anticipated three-year need for
additional surplus. These securities can reduce the dilution of our return on
equity by producing returns on excess capital superior to the expected long-term
return on common stocks. Funds, private equities, mezzanine investments,
distressed securities and similar investments comprise this portfolio. These
equity-like commitments are anticipated to bear returns that are higher than,
and offer some diversification from, common stocks. A knowledge of specific
documentary requirements and the ability to conduct detailed due diligence and
negotiations are required in addition to competencies relevant to stock and bond
investing.

Capital Management We believe that the optimal capital structure is defined by a
debt to total capital ratio that maintains our A bond ratings. This structure
provides for a low cost of debt capital and the availability of higher leverage
to fund extraordinary needs without introducing a volatility to our stock price
that would prejudice our multiple. We try to reduce our interest expense by
issuing debt when interest rates are low. We repurchase stock on an
opportunistic basis to reduce or eliminate the dilution of employee option
exercises, improve the return on our stock and distribute excess capital to our
shareholders. The required knowledge and skills include: the dynamics of our
capital needs, rating agencies, capital markets, financing alternatives,
regulatory filings, documentation and hedging.

  Contributions of surplus to new operating subsidiaries are evaluated on the
basis of the appropriateness of the expected return. Surplus exceeding one third
of net premiums written is returned to the holding company when possible.
Decisions regarding the underemployed leveraged equity retained in the holding
company are driven by estimated growth in operating surplus requirements for
three years, our ability to generate high returns on the excess above operating
requirements, the possibility of strategic investments and the relative value of
our stock in the context of a repurchase.

RISKS

Legislative and Regulatory Risk Insurance laws and regulations change
continually. On January 1, 1997, California enacted mandatory insurance laws,
requiring proof of insurance when renewing auto registrations. Several other
reforms were approved, but, because of the legal process, may not be effective
until the future. California passed Proposition 213, which eliminates pain and
suffering awards for uninsured motorists, drunk drivers and fleeing felons. An
appeal to the Supreme Court is likely. In addition, Louisiana passed its "no
pay, no play" bill, forcing uninsured drivers to self insure their first $10,000
in both bodily injury and property damage; concurrently, companies must roll
back rates 10% on the same coverage and offer uninsured motorists the option to
elect coverage that waives their right to recover pain and suffering damages at
a 20% discount. This case is still under appeal. 

Unpredictable Underwriting Margin and Growth Rate Our strategy is to strive to
achieve a 4% underwriting profit margin over the entire retention period of an
insured. We cannot predict with precision the timing and pace of changes in
underwriting margins, in retention nor in the rate of growth. We monitor closely
to ensure that rates are adjusted promptly and adequately to obtain 4% margins
over the entire retention period of a policyholder.

Pricing Risk We continue to learn how to price standard and preferred auto
insurance, and to experiment



                                       20

<PAGE>   23


with new ways to price certain segments. We minimize the risk implicit in new
pricing methodology by controlling volume in new programs and changing rates
immediately when experience dictates. During 1997, Progressive lowered
countrywide auto rates an average of .9%.

Homeowners Insurance This type of insurance has the potential to expose
Progressive to catastrophes. Thus, there will be risk if our auto insurance
market share objectives require us to offer it. In 1997, we began selling
Travelers homeowners insurance to direct customers in Ohio. This effort has yet
to produce any material results, but we continue to study the effects on our
auto sales. Our current lack of a homeowners product in most states is also
risky because many consumers prefer to buy all their insurance from one company.
We do not intend to enter the homeowners market at this time, primarily to avoid
the risk of disrupting our existing business rather than due to the risks
inherent in the homeowners line.

Advertised Brand Consumer advertising and brand awareness require higher
performance standards. We continually consider consumers' demands and appreciate
their ability to make wise choices. In response, we are always looking for new
and innovative ways to improve service at a lower cost.

Competitor Response Other insurers are reacting to Progressive's attempt to
change consumers' auto insurance experience, but we cannot predict when and how
their response will affect our growth and profitability. We monitor competitors
and improve our products and services to assure that our consumer offerings are
among the best in the industry. In addition, our people, with their knowledge of
our operations along with their skills and talents, are being sought by
companies with whom we compete. The property-casualty industry's excessive
capitalization, measured by the net premiums written to surplus ratio of .9 to
1, the lowest ratio for the industry in 60 years, means competitors might accept
lower returns on equity than they historically received.

THE FUTURE

Progressive is leading a wave of change in the United States' system for dealing
with auto accident injuries and property damage. We are reducing auto accident
victims' trauma and costs, improving how consumers feel about auto insurance and
being rewarded for our leadership and commitment. Success so far encourages us
to expand at a pace that tests our ability to provide the service we aspire to
deliver.

  We begin 1998 as we began all other years--excited, respectful of the
challenge implicit in our objectives and strategy, humbled by our failures,
proud of having responded to them and confident that our excellent people will
continue to achieve superior results.

  Much will be required to realize our Vision. At Progressive, it is always as
if we are just beginning our business and so we look at a future that is
brighter than ever.

  We deeply appreciate the customers we are privileged to serve. Thank you for
your business, and thanks especially to the more than 30,000 independent
insurance agents who chose to do business with Progressive in 1997. We are
particularly grateful for our shareholders' continued confidence. To the men and
women who make Progressive a great company, thanks for all your contributions in
1997 and the promise you bring to our future.

                                Joy, Love and Peace

                                /s/ Peter B. Lewis

                                Peter B. Lewis
                                Chairman, President and Chief Executive Officer


                                       21

<PAGE>   24

BAD NEWS



One Sunday evening in June, a motorist reported that he and his passengers had
suffered minor injuries when they were rear-ended by one of our policyholders.
By Monday afternoon, our claim representative had established liability,
inspected the damage, and settled all five injury claims. The motorist was
thrilled to have been served so promptly. An attorney hoping to represent him
wasn't. When he phoned us the next day, we could do no more than break the
unhappy news.


                                   IS GOOD NEWS


                                                            NO. 6
                                                            --- 

Linda Burnham, mixed media on lithograph and paper, 1997

                                       22

<PAGE>   25




                                    [ARTWORK]


                                       23

<PAGE>   26


                                    [ARTWORK]



                                       24

<PAGE>   27



                              LONG DISTANCE TICKLE



                                      NO. 7
                                      ---




As Carolyn Cummings puts it, she was "tickled" by Progressive. No, it's not what
you might think. She had just bought a new pickup truck when she saw our "cool
television commercial." So she called 1 800 AUTO PRO(R) and talked to one of our
insurance counselors. Carolyn was impressed by the information we provided, but
what really stuck in her mind was the friendly service: "I could feel your
counselor's smile through the phone, and it sounded like she was doing a job she
enjoyed." Herself an experienced customer service representative, Carolyn not
only bought a policy but applied for a job! "I like to give great customer
service," she says, "and Progressive offers a great service." Today, Carolyn is
a counselor in the AUTO PRO unit. She's "tickled to be part of this company."


                      Elena Sisto, casein, watercolor and gouache on paper, 1997

                                       25

<PAGE>   28





IMPRESSING A TROOPER

                                                            NO. 8
                                                            ---


On his way home one evening, a Progressive claim representative happened upon a
minor auto accident involving one of our policyholders. As he was inspecting the
damage to the vehicle, the police arrived. "Well I guess since you're here, I
can leave," joked one of the troopers. Later, the trooper asked if the claim
representative wouldn't mind staying until the police investigation was
finished. So our representative waited. What did the trooper want? Just some
information and a business card. He was so impressed with our Immediate
Response(R) claims service that he wanted to become a policyholder!


Jody Guralnick, oil with collage on panel, 1997

                                       26

<PAGE>   29

                                    [ARTWORK]





                                       27

<PAGE>   30


                                    [ARTWORK]




                                       28

<PAGE>   31


How long do you think an insurance company could survive if it informed a
prospective client of a competitor who offered a slightly lower rate? Joseph
Glose couldn't believe his ears when a Progressive insurance counselor quoted
him our price and then told him about another insurer who could offer a lower
rate: "They're in the Yellow Pages. Give them a call." Although Mr. Glose was
impressed by our counselor's frankness, he couldn't resist contacting the other
firm. But when they said they'd have to call him back with a quote and then
never did, he returned to us. "You weren't the lowest," he says, "but I felt
that you cared about me as a customer." Progressive has been caring, and in
business, for over 60 years. Every day we prove to ourselves that honesty is the
best policy.




                                      NO. 9
                                      ---



                           HONESTY IS THE BEST POLICY


                                              David Humphrey, oil on paper, 1997
                                       29

<PAGE>   32


                                     NO. 10
                                     ---


                              ALL YOU NEED IS LOVE


When Donald Hoffman, an independent insurance agent writing for a competitor of
ours, heard that one of his clients was badly injured in an auto accident with a
Progressive policyholder, his heart sank. Mr. Hoffman was in Jackson, Michigan;
his client was vacationing near Daytona Beach, Florida. There was little he
could do in person. Yet he needn't have worried. Progressive's Daytona Beach
claim representative Keith Pelkey and office branch manager Paul Love treated
Mr. Hoffman's client as if she was one of our own. "The compassion and concern
they showed were wonderful," says Mr. Hoffman. "They even came to the hospital
to help my customer." Donald Hoffman has since decided to end his relationship
with our competitor and to begin representing Progressive. In a crisis, you can
count on Progressive to be there. 



Amy Sillman, oil and gouache on wood, 1997

                                       30

<PAGE>   33


                                    [ARTWORK]





                                       31

<PAGE>   34


                                    [ARTWORK]




                                       32

<PAGE>   35


Join Progressive and see the world? That's what "Jane" did. Nearly three decades
ago, Jane joined Progressive straight out of school. She started as an odd-jobs
person but progressed to serving the company in almost all areas. Along the way
she participated in every company retirement savings plan for which she was




                                       NO.  11
                                       ---



                            TRAVELS WITH PROGRESSIVE


eligible. Progressive matched her contributions, and Jane, confident in the
prospects of a company she served so loyally, invested 90% of her savings in
Progressive stock. Today, her total account balance exceeds 16.5 times her
original contributions. Thanks to the savings she accumulated during her travels
with Progressive, Jane will be traveling the world.


                               Andy Yoder, watercolor, and pastel on paper, 1997
                               
                                      33

<PAGE>   36


                              1997 FINANCIAL REVIEW

                                    [STAR]



Consolidated Financial Statements .........................    36

Management Discussion and Analysis ........................    49

Analysis of Loss and LAE Development.......................    53

Direct Premiums Written by State ..........................    53

Quantative Market Risk Disclosure..........................    54

Quarterly Financial and Common Share Data .................    55

Ten Year Summaries ........................................    56



                                       34

<PAGE>   37


           Report of Coopers & Lybrand L.L.P., Independent Accountants



TO THE BOARD OF DIRECTORS AND SHAREHOLDERS, THE PROGRESSIVE CORPORATION:



We have audited the accompanying consolidated balance sheets of The Progressive
Corporation and subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of income, changes in shareholders' equity and cash
flows for each of the three years in the period ended December 31, 1997. These
financial statements are the responsibility of The Progressive Corporation and
subsidiaries' management. Our responsibility is to express an opinion on these
financial statements based on our audits.

  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

  In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of The Progressive 
Corporation and subsidiaries as of December 31, 1997 and 1996, and the 
consolidated results of their operations and their cash flows for each of the 
three years in the period ended December 31, 1997 in conformity with generally 
accepted accounting principles.


                                             /s/ Coopers & Lybrand L.L.P.



Cleveland, Ohio
January 27, 1998


                                    The Progressive Corporation and Subsidiaries

                                       35

<PAGE>   38





                        CONSOLIDATED STATEMENTS OF INCOME



<TABLE>
<CAPTION>
                                                                          (millions-except per share amounts)


  For the years ended December 31,                                       1997             1996              1995


<S>                                                                    <C>              <C>               <C>      
NET PREMIUMS WRITTEN                                                   $ 4,665.1        $ 3,441.7         $ 2,912.8
                                                                       =========        =========         =========


REVENUES
  Premiums earned                                                      $ 4,189.5        $ 3,199.3         $ 2,727.2
  Investment income                                                        274.9            225.8             199.1
  Net realized gains on security sales                                      98.5              7.1              46.7
  Service revenues                                                          45.3             46.2              38.9
                                                                       ---------        ---------         ---------
   Total revenues                                                        4,608.2          3,478.4           3,011.9
                                                                       ---------        ---------         ---------


EXPENSES
  Losses and loss adjustment expenses                                    2,967.5          2,236.1           1,943.8
  Policy acquisition costs                                                 607.8            482.6             459.6
  Other underwriting expenses                                              336.0            208.5             167.2
  Investment expenses                                                        9.9              6.1               8.1
  Service expenses                                                          43.9             41.9              30.2
  Interest expense                                                          64.6             61.5              57.1
                                                                       ---------        ---------         ---------
   Total expenses                                                        4,029.7          3,036.7           2,666.0
                                                                       ---------        ---------         ---------


NET INCOME
  Income before income taxes                                               578.5            441.7             345.9
  Provision for income taxes                                               178.5            128.0              95.4
                                                                       ---------        ---------         ---------
  Net income                                                           $   400.0        $   313.7         $   250.5
                                                                       =========        =========         =========


COMPUTATION OF EARNINGS PER SHARE
  Net income                                                           $   400.0        $   313.7         $   250.5
  Less: Preferred Share dividends                                             --             (3.5)             (8.4)
        Excess Preferred Share liquidation price over cost basis              --             (2.9)               --
                                                                       ---------        ---------         ---------
  Income available to common shareholders                              $   400.0        $   307.3         $   242.1
                                                                       =========        =========         =========

  Basic:
  Average shares outstanding                                                72.0             71.6              71.8
                                                                       =========        =========         =========
      Per share                                                        $    5.56        $    4.29         $    3.37
                                                                       =========        =========         =========

  Diluted:
  Average shares outstanding                                                72.0             71.6              71.8
  Net effect of dilutive stock options                                       3.3              2.6               2.4
                                                                       ---------        ---------         ---------
   Total equivalent shares                                                  75.3             74.2              74.2
                                                                       =========        =========         =========
      Per share                                                        $    5.31        $    4.14         $    3.26
                                                                       =========        =========         =========
</TABLE>




 See notes to consolidated financial statements.




                                       36

The Progressive Corporation and Subsidiaries

<PAGE>   39


                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                                                       (millions)


  December 31,                                                                                            1997            1996


<S>                                                                                                  <C>              <C>       
ASSETS
  Investments:
   Available-for-sale:
     Fixed maturities, at market (amortized cost: $3,836.8 and $3,384.1)                             $   3,891.4      $  3,409.2
     Equity securities, at market:
      Preferred stocks (cost: $333.9 and $333.8)                                                           348.8           341.6
      Common stocks (cost: $501.9 and $458.9)                                                              620.8           540.1
   Short-term investments, at amortized cost (market: $409.4 and $159.7)                                   409.4           159.7
                                                                                                     -----------      ----------
      Total investments                                                                                  5,270.4         4,450.6
  Cash                                                                                                      23.3            15.4
  Accrued investment income                                                                                 44.3            46.9
  Premiums receivable, net of allowance for doubtful accounts of $32.4 and $23.2                         1,160.8           820.8
  Reinsurance recoverables                                                                                 317.5           310.0
  Prepaid reinsurance premiums                                                                              79.8            85.8
  Deferred acquisition costs                                                                               259.6           200.1
  Income taxes                                                                                             116.5            62.1
  Property and equipment, net of accumulated depreciation of $158.3 and $126.7                             260.4           169.9
  Other assets                                                                                              27.0            22.3
                                                                                                     -----------      ----------
        Total assets                                                                                 $   7,559.6      $  6,183.9
                                                                                                     ===========      ==========


LIABILITIES AND SHAREHOLDERS' EQUITY
  Unearned premiums                                                                                  $   1,980.1      $  1,467.3
  Loss and loss adjustment expense reserves                                                              2,146.6         1,800.6
  Policy cancellation reserve                                                                               34.7            43.3
  Accounts payable and accrued expenses                                                                    486.4           420.1
  Debt                                                                                                     775.9           775.7
                                                                                                     -----------      ----------
      Total liabilities                                                                                  5,423.7         4,507.0
                                                                                                     -----------      ----------
  Shareholders' equity:
   Common Shares, $1.00 par value (authorized 200.0, issued 83.1,
      including treasury shares of 10.8 and 11.6)                                                           72.3            71.5
   Paid-in capital                                                                                         412.8           381.8
   Net unrealized appreciation on investment securities                                                    122.3            74.0
   Retained earnings                                                                                     1,528.5         1,149.6
                                                                                                     -----------      ----------
      Total shareholders' equity                                                                         2,135.9         1,676.9
                                                                                                     -----------      ----------
        Total liabilities and shareholders' equity                                                   $   7,559.6      $  6,183.9
                                                                                                     ===========      ==========
</TABLE>




 See notes to consolidated financial statements.



                                       37

                                    The Progressive Corporation and Subsidiaries

<PAGE>   40




           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY



<TABLE>
<CAPTION>
                                                                                        (millions-except per share amounts)


  For the years ended December 31,                                                        1997            1996            1995


<S>                                                                                  <C>             <C>              <C>       
PREFERRED SHARES, NO PAR VALUE

  Balance, Beginning of year                                                         $      --       $      83.6      $     85.8
   Redemption of shares                                                                     --             (77.9)           --
   Treasury shares purchased-cost basis                                                     --              (5.7)           (2.2)
                                                                                     -----------     -----------      ----------
  Balance, End of year                                                               $      --       $      --        $     83.6
                                                                                     -----------     -----------      ----------


COMMON SHARES, $1.00 PAR VALUE

  Balance, Beginning of year                                                         $      71.5     $      72.1      $     71.2
   Stock options exercised                                                                    .8              .4              .9
   Treasury shares purchased                                                                --              (1.0)           --
                                                                                     -----------     -----------      ----------
  Balance, End of year                                                               $      72.3     $      71.5      $     72.1
                                                                                     -----------     -----------      ----------


PAID-IN CAPITAL

  Balance, Beginning of year                                                         $     381.8     $     374.8      $    357.1
   Stock options exercised                                                                  13.3             6.5             9.2
   Tax benefits on stock options exercised                                                  17.6             5.9             8.5
   Treasury shares purchased                                                                 (.2)           (5.4)           --
   Other                                                                                      .3            --              --
                                                                                     -----------     -----------      ----------
  Balance, End of year                                                               $     412.8     $     381.8      $    374.8
                                                                                     -----------     -----------      ----------


NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENT SECURITIES

  Balance, Beginning of year                                                         $      74.0     $      51.1      $    (30.7)
   Change in net unrealized appreciation (depreciation)                                     48.3            22.9            81.8
                                                                                     -----------     -----------      ----------
  Balance, End of year                                                               $     122.3     $      74.0      $     51.1
                                                                                     -----------     -----------      ----------


RETAINED EARNINGS

  Balance, Beginning of year                                                         $   1,149.6     $     894.2      $    668.5
   Net income                                                                              400.0           313.7           250.5
   Cash dividends on Preferred Shares (93/8% annually)                                      --              (3.2)           (8.3)
   Cash dividends on Common Shares ($.24, $.23
      and $.22 per share)                                                                  (17.3)          (16.4)          (15.8)
   Treasury shares purchased: Common Shares                                                 (2.7)          (35.5)             --
                              Preferred Shares                                               --              (.3)            (.1)
   Preferred Shares redeemed                                                                 --              (2.9)            --
   Other, net                                                                               (1.1)            --              (.6)
                                                                                     -----------     -----------      ----------
  Balance, End of year                                                               $   1,528.5     $   1,149.6      $    894.2
                                                                                     -----------     -----------      ----------


TOTAL SHAREHOLDERS' EQUITY                                                           $   2,135.9     $   1,676.9      $  1,475.8
                                                                                     ===========     ===========      ==========
</TABLE>





There are 20.0 million Serial Preferred Shares authorized. In May 1991, the
Company sold 4.0 million 93/8% Serial Preferred Shares, Series A; all remaining
Preferred Shares were redeemed, at the Company's option, on May 31, 1996, at a
cost of $25 per share, plus accrued and unpaid dividends through the redemption
date.

There are 5.0 million Voting Preference Shares authorized; no such shares have
been issued.

See notes to consolidated financial statements.


                                       38

The Progressive Corporation and Subsidiaries

<PAGE>   41



                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                          (millions)


  For the years ended December 31,                         1997             1996             1995


<S>                                                      <C>              <C>              <C>     
CASH FLOWS FROM OPERATING ACTIVITIES

  Net income                                             $  400.0         $  313.7         $  250.5
  Adjustments to reconcile net income to net
     cash provided by operating activities:
   Depreciation and amortization                             36.6             23.8             20.4
   Net realized gains on security sales                     (98.5)            (7.1)           (46.7)
   Changes in:
     Unearned premiums                                      442.3            257.7            172.9
     Loss and loss adjustment expense reserves              204.6            190.1            176.1
     Accounts payable and accrued expenses                   49.9             50.1             16.5
     Policy cancellation reserve                             (8.6)             2.5             (6.5)
     Prepaid reinsurance premiums                            33.3            (15.3)            12.7
     Reinsurance recoverables                                62.7             28.1             41.6
     Premiums receivable                                   (310.9)          (170.9)          (107.5)
     Deferred acquisition costs                             (52.7)           (18.2)           (20.3)
     Income taxes                                           (67.8)           (16.3)              .6
     Other, net                                              43.8             14.0             20.3
                                                         --------         --------         --------
      Net cash provided by operating activities             734.7            652.2            530.6
                                                         --------         --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES

  Purchases:
   Held-to-maturity: fixed maturities                          --               --              (.2)
   Available-for-sale: fixed maturities                  (6,764.3)        (4,447.2)        (2,575.5)
                       equity securities                   (658.2)          (725.3)          (763.1)
  Sales:
   Available-for-sale: fixed maturities                   5,840.0          3,306.3          1,744.9
                       equity securities                    581.7            537.7            593.6
  Maturities, paydowns, calls and other:
   Held-to-maturity: fixed maturities                          --               --             87.1
   Available-for-sale: fixed maturities                     578.0            465.7            497.2
                     equity securities                      125.4             62.5             10.4
  Net (purchases) sales of short-term investments          (248.6)           143.1            (23.7)
 (Receivable) payable on securities                          (2.0)            76.3            (52.0)
  Purchases of property and equipment                      (121.9)           (35.8)           (38.3)
  Purchase of subsidiary, net of cash acquired              (48.0)              --               --
                                                         --------         --------         --------
     Net cash used in investing activities                 (717.9)          (616.7)          (519.6)
                                                         --------         --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from exercise of stock options                    14.1              6.9             10.1
  Tax benefits from exercise of stock options                17.6              5.9              8.5
  Redemption of Preferred Shares                               --            (80.8)              --
  Proceeds from debt                                           --             99.6               --
  Payments of debt                                          (20.4)             (.4)             (.4)
  Dividends paid to shareholders                            (17.3)           (19.6)           (24.1)
  Acquisition of treasury shares                             (2.9)           (47.9)            (2.3)
                                                         --------         --------         --------
      Net cash used in financing activities                  (8.9)           (36.3)            (8.2)
                                                         --------         --------         --------
  Increase (decrease) in cash                                 7.9              (.8)             2.8
  Cash, Beginning of year                                    15.4             16.2             13.4
                                                         --------         --------         --------
  Cash, End of year                                      $   23.3         $   15.4         $   16.2
                                                         ========         ========         ========
</TABLE>




 See notes to consolidated financial statements.



                                       39

                                    The Progressive Corporation and Subsidiaries

<PAGE>   42




                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 1997, 1996 and 1995


1. REPORTING AND ACCOUNTING POLICIES

Nature of Operations The Progressive Corporation, an insurance holding company
formed in 1965, owns 86 subsidiaries and has one mutual insurance company
affiliate. The companies provide personal auto-mobile insurance and other
specialty property-casualty insurance and related services sold primarily
through independent insurance agents in the United States and Canada.

Basis of Consolidation and Reporting The accompanying consolidated financial
statements include the accounts of The Progressive Corporation, its subsidiaries
and affiliate (the Company). All of the subsidiaries and the affiliate are
wholly owned or controlled. All significant intercompany accounts and
transactions are eliminated in consolidation. The parent company's investments
in subsidiaries exceeded their underlying book value at dates of acquisition by
$17.2 million, of which $8.9 million remains. In the opinion of management,
there is no present indication of diminished value in this amount.

Investments Held-to-maturity: fixed maturity securities are securities which the
Company has the positive intent and ability to hold to maturity. The Company has
no held-to-maturity securities. In November 1995, the Financial Accounting
Standards Board (FASB) issued a Special Report entitled "A Guide to
Implementation of Statement 115 on Accounting for Certain Investments in Debt
and Equity Securities." In accordance with the implementation guidance, the
Company reclassified its held-to-maturity securities to available-for-sale, and
marked the securities to market.

  Available-for-sale: fixed maturity securities are securities held for
indefinite periods of time, and may be used as a part of the Company's
asset/liability strategy or sold in response to changes in interest rates,
anticipated prepayments, risk/reward characteristics, liquidity needs or similar
economic factors. These securities are carried at market value with the
corresponding unrealized appreciation or depreciation, net of deferred income
taxes, reflected in shareholders' equity. The asset-backed portfolio is
accounted for under the retrospective method; prepayment assumptions are based
on market expectations.

  Available-for-sale: equity securities include common stocks and nonredeemable
preferred stocks and are reported at quoted market values. Changes in the market
values of these securities, net of deferred income taxes, are reflected as
unrealized appreciation or depreciation in shareholders' equity. Changes in
value due to foreign currency exchange are limited by foreign currency hedges;
unhedged amounts are not material and recognized in income in the current
period.

  Trading securities are securities bought principally for the purpose of
selling them in the near term and are reported at market value. Changes in
market value are recognized in income in the current period. During the year,
the net activity in trading securities was not material to the Company's
financial position, cash flows and results of operations. The Company had no
trading securities at December 31, 1997 and 1996.

  Derivative instruments, as defined by Statement of Financial Accounting
Standards (SFAS) 119, "Disclosures about Derivative Financial Instruments and
Fair Value of Financial Instruments," include futures, options, short positions,
forward positions, foreign currency forwards and interest rate swap agreements.
Derivative instruments held or issued for purposes other than trading include
derivative positions used for risk management of the available-for-sale
portfolio and hedge positions. Derivative positions used for risk management are
evaluated as to their effectiveness to modify the risk characteristics and
enhance the yields of the available-for-sale portfolio. Hedges are evaluated on
established criteria to determine the effectiveness of their correlation and
ability to reduce risk of specific securities or transactions. Those instruments
held or issued for risk management purposes are carried at market value in the
appropriate available-for-sale portfolio based on the nature of the derivative
instrument; changes in value of futures, options, foreign currency forwards and
short positions are recorded to income in the current period, and changes in the
value of forward positions and interest rate swaps are reflected in
shareholders' equity as unrealized appreciation or depreciation, net of deferred
income taxes. At disposition, changes in value of forward positions and interest
rate swap agreements are recognized in income as "net realized gains or losses
on security sales." Those instruments entered into for the purpose of hedging
are carried at market value; changes in value follow the recognition of the
asset being hedged. Gains or losses on closed hedge positions are recorded as
basis adjustments to the cost of the assets hedged and amortized over their
expected life. Unamortized amounts are recognized in income at the disposition
of the assets hedged. Gains and losses on foreign currency hedges offset the
foreign exchange gains and losses on the foreign equity portfolio. The net
hedged gain or loss is not material and is recognized into income in the current
period. Those instruments held or issued for trading purposes are carried at
market value and include derivatives held or issued for the specific purpose of
gen-erating profits and all other derivatives not meeting the criteria for
derivatives held or issued for other than trading purposes; changes in value are
recorded to income in the current period. During the year, the net activity in
derivative instruments held or issued for trading purposes was not material to
the Company's financial position, cash flows and results of operations; gains or
losses during the year were recognized in the available-for-sale portfolio. See
Note 2-Investments for further discussion.

  Short-term investments include eurodollar deposits, commercial paper and other
securities maturing within one year and are reported at amortized cost, which
approximates market.

  Investment securities are exposed to various risks such as interest rate,
market and credit. Market values of securities fluctuate based on the magnitude
of changing market conditions; significant changes in market conditions could
materially affect portfolio value in the near term.

  Realized gains and losses on sales of securities are computed based on the
first-in first-out method.

Property and Equipment Property and equipment are recorded at cost. Depreciation
is provided over the estimated useful lives of the assets using accelerated
methods for computers and straight line for all other fixed assets. Insurance
Premiums and Receivables Insurance premiums written are earned primarily on a
pro rata basis over the period of risk. For products where more than 50 percent
cancellations are anticipated, premiums written and earned are reduced, though
cancellations have not yet occurred.

  The Company provides insurance and related services to individuals, lenders
and motor carriers throughout the United States and in Canada, and offers a
variety of payment plans to meet individual customer needs. Generally, premiums
are collected in advance of providing risk coverage, minimizing the Company's
exposure to credit risk.


                                       40

The Progressive Corporation and Subsidiaries

<PAGE>   43



Loss and Loss Adjustment Expense Reserves Loss reserves represent the estimated
liability on claims reported to the Company, plus reserves for losses incurred
but not yet reported. These estimates are reported net of amounts recoverable
from salvage and subrogation. Loss adjustment expense reserves represent the
estimated expenses required to settle these claims and losses. The methods
of making estimates and establishing these reserves are reviewed regularly, and
resulting adjustments are reflected in income currently. Such loss and loss
adjustment expense reserves could be susceptible to significant change in the
near term. 

Reinsurance The Company's reinsurance transactions include premiums written
under state-mandated involuntary plans for commercial vehicles (Commercial Auto
Insurance Procedures--CAIP), for which the Company retains no indemnity risk
(see Note 5--Reinsurance for further discussion). The remaining reinsurance
arises from the Company seeking to reduce its loss exposure in its non-auto
businesses. Prepaid reinsurance premiums are recognized on a pro rata basis
over the period of risk.

Earnings Per Share In 1997, the Company adopted SFAS 128, "Earnings per Share,"
which requires disclosure of basic and diluted earnings per share, replacing
primary and fully diluted earnings per share as previously reported. Per SFAS
128, all prior periods have been restated. Prior to the redemption of the
Preferred Shares, net income was reduced by Preferred Share dividends earned
during the period and the excess of the fair value over the cost basis of
Preferred Shares repurchased for both the basic and diluted earnings per share
calculations. Basic earnings per share are computed using the weighted average
number of Common Shares outstanding and diluted earnings per share include
common stock equivalents, including stock options, assumed outstanding during
the period.

Deferred Acquisition Costs Deferred acquisition costs include commissions,
premium taxes and other costs incurred in connection with writing business.
These costs are deferred and amortized over the period in which the related
premiums are earned. The Company considers anticipated investment income in
determining the recoverability of these costs. There is no indication that these
costs will not be fully recoverable in the near term. The Company does not defer
advertising costs.

Service Revenues and Expenses Service revenues are earned on a pro rata basis
over the term of the related policies; acquisition expenses are deferred and
amortized over the period in which the related revenues are earned.

Supplemental Cash Flow Information Cash includes only bank demand deposits. 
The Company paid income taxes of $166.9 million, $121.5 million and $75.5 
million in 1997, 1996 and 1995, respectively. Total interest paid was $63.8 
million for 1997, $60.3 million for 1996 and $56.6 million for 1995.

  As discussed above, on December 1, 1995, the Company reclassified $248.4
million of its held-to-maturity securities to available-for-sale, recognizing
$10.4 million in gross unrealized gains.

Stock Options The Company follows the provisions of Accounting Principles Board
(APB) Opinion No. 25, "Accounting for Stock Issued to Employees," to account for
its stock option activity in the financial statements. The Company granted all
options currently outstanding at an exercise price equal to the market price at
the date of grant and, therefore, under APB 25, no compensation expense is
recorded. The Company follows the disclosure provisions of SFAS 123, "Accounting
for Stock-Based Compensation."

New Accounting Standards In June 1997, the FASB issued SFAS 130, "Reporting
Comprehensive Income," which requires transactions that are currently reported
directly to shareholders' equity be reported in a financial statement that is
displayed as prominently as other financial statements. SFAS 130, which is
effective for fiscal years beginning after December 15, 1997, impacts disclosure
requirements only. Therefore, SFAS 130 will have no impact on the Company's
financial condition, cash flows or results of operations. For 1997, the Company
would have reported comprehensive income of $447.6 million.

  In June 1997, the FASB issued SFAS 131, "Disclosures about Segments of an
Enterprise and Related Information." SFAS 131 supersedes SFAS 14, "Financial
Reporting for Segments of a Business Enterprise," and requires companies to
report financial and descriptive information about their reportable operating
segments. The financial information is required to be reported on the basis that
is used internally for evaluating segment performance and deciding how to
allocate resources to segments. SFAS 131 requires disclosure only and will have
no impact on the Company's financial condition, cash flows or results of
operations. This statement is effective for periods beginning after December 15,
1997, with interim information required the year following adoption. The Company
is currently evaluating the required level of segment reporting.

  In December 1997, the American Institute of Certified Public Accountants
issued Statement of Position (SOP) 97-3, "Accounting by Insurance and Other
Enterprises for Insurance-Related Assessments," which is effective for fiscal
years beginning after December 15, 1998. SOP 97-3 provides guidance for
determining when companies should recognize a liability for guaranty fund and
other insurance-related assessments, how to measure the liability, when offsets
can be recovered and disclosures required. Prior to this statement, companies
were permitted, but not required, to accrue for these potential assessments. The
Company's practice has been to accrue for any potential exposure from known
insolvencies. Therefore, this statement should have minimal impact on the
Company's financial condition, cash flows or results of operations. 

Estimates The Company is required to make estimates and assumptions when
preparing its financial statements and accompanying notes in conformity with
generally accepted accounting principles (GAAP). Actual results could differ
from those estimates.

Reclassifications Certain amounts in the financial statements for prior periods
were classified to conform with the 1997 presentation.


                                       41

<PAGE>   44





2. INVESTMENTS

The components of pretax investment income at December 31 were:


<TABLE>
<CAPTION>
  (millions)                                    1997           1996           1995


<S>                                            <C>            <C>            <C>   
Held-to-maturity: fixed maturities             $   --         $   --         $ 15.8
Available-for-sale:fixed maturities             219.1          183.9          140.3
                   equity securities             24.6           27.7           23.9
Short-term investments                           31.2           14.2           19.1
                                               ------         ------         ------
   Investment income                            274.9          225.8          199.1
                                               ------         ------         ------

Gross realized gains:
  Held-to-maturity:  fixed maturities              --             --             .8
  Available-for-sale:fixed maturities            56.9           23.9           49.0
                     equity securities          121.4           39.7           32.5
  Short-term investments                           --             --             .1
Gross realized losses:
  Held-to-maturity:  fixed maturities              --             --            (.6)
  Available-for-sale:fixed maturities           (36.9)         (29.6)         (22.3)
                      equity securities         (42.9)         (26.9)         (12.8)
                                               ------         ------         ------
   Net realized gains on security sales          98.5            7.1           46.7
                                               ------         ------         ------
                                               $373.4         $232.9         $245.8
                                               ======         ======         ======
</TABLE>



During 1997, the Company sold $178.4 million (proceeds of $200.8 million) of
non-investment-grade commercial mortgage-backed securities, recognizing a net
realized gain of $22.4 million and accounted for the transaction in accordance
with SFAS 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities."

The composition of the investment portfolio at December 31 was:


<TABLE>
<CAPTION>
  (millions)                                                                             GROSS           GROSS
                                                                                    UNREALIZED      UNREALIZED          MARKET
                                                                          COST           GAINS          LOSSES           VALUE
1997
Available-for-sale:
<S>                                                                  <C>             <C>             <C>              <C>       
  U.S. government obligations                                        $     918.1     $       2.1     $       (.6)     $    919.6
  State and local government obligations                                 1,231.8            32.6             (.2)        1,264.2
  Foreign government obligations                                            57.6             1.0             (.1)           58.5
  Corporate debt securities                                                 89.2              .8            --              90.0
  Asset-backed securities                                                1,501.4            23.9            (5.3)        1,520.0
  Other debt securities                                                     38.7              .7             (.3)           39.1
                                                                     -----------     -----------     -----------      ----------
                                                                         3,836.8            61.1            (6.5)        3,891.4
  Preferred stocks                                                         333.9            15.1             (.2)          348.8
  Common stocks                                                            501.9           139.0           (20.1)          620.8
Short-term investments                                                     409.4            --              --             409.4
                                                                     -----------     -----------     -----------      ----------
                                                                     $   5,082.0     $     215.2     $     (26.8)     $  5,270.4
                                                                     ===========     ===========     ===========      ==========

1996
Available-for-sale:
  U.S. government obligations                                        $     830.1     $       1.5     $      (2.5)     $    829.1
  State and local government obligations                                 1,314.7            24.0            (7.4)        1,331.3
  Foreign government obligations                                            48.7             2.4            --              51.1
  Corporate debt securities                                                 48.6             2.2            --              50.8
  Asset-backed securities                                                1,084.3            10.5            (6.5)        1,088.3
  Other debt securities                                                     57.7              .9            --              58.6
                                                                     -----------     -----------     -----------      ----------
                                                                         3,384.1            41.5           (16.4)        3,409.2
  Preferred stocks                                                         333.8             8.5             (.7)          341.6
  Common stocks                                                            458.9            92.9           (11.7)          540.1
                                                                     -----------     -----------     -----------      ----------
Short-term investments                                                     159.7            --              --             159.7
                                                                     -----------     -----------     -----------      ----------
                                                                     $   4,336.5     $     142.9     $     (28.8)     $  4,450.6
                                                                     ===========     ===========     ===========      ==========
</TABLE>




                                       42

<PAGE>   45


Changes in net unrealized gains (losses) on fixed maturities and equity
securities were:


<TABLE>
<CAPTION>
  (millions)                                                                              1997            1996            1995


<S>                                                                                  <C>             <C>              <C>        
Unrealized gains (losses):
  Held-to-maturity:fixed maturities                                                  $      --       $      --        $     (6.2)
                                                                                     ===========     ===========      ==========
  Available-for-sale: fixed maturities                                               $      29.5     $     (18.3)     $     86.1
                   equity securities                                                        44.8            53.7            40.0
  Deferred income taxes                                                                    (26.0)          (12.5)          (44.3)
                                                                                     -----------     -----------      ----------
                                                                                     $      48.3     $      22.9      $     81.8
                                                                                     ===========     ===========      ==========
</TABLE>



The composition of fixed maturities by maturity at December 31, 1997 was:


<TABLE>
<CAPTION>
  (millions)                                                                                                            MARKET
                                                                                                          COST           VALUE


<S>                                                                                                  <C>              <C>       
Less than one year                                                                                   $     375.6      $    379.6
One to five years                                                                                        2,039.7         2,066.6
Five to ten years                                                                                        1,198.0         1,216.8
Ten years or greater                                                                                       223.5           228.4
                                                                                                     -----------      ----------
                                                                                                     $   3,836.8      $  3,891.4
                                                                                                     ===========      ==========
</TABLE>



Asset-backed securities are reported based upon their projected cash flows. All
other securities which do not have a single maturity date are reported at
average maturity.

At December 31, 1997, bonds in the principal amount of $67.3 million were on
deposit with various regulatory agencies to meet statutory requirements.
Securities with a market value of $25.9 million were held at December 31, 1997,
by a bankruptcy remote subsidiary and are not available to the general creditors
of the Company.

The components of derivative instruments held or issued for purposes other than
trading were:


<TABLE>
<CAPTION>
  (millions)                                                                        market value/               contract/
                                                                                  carrying value at         notional value at
                                                                                    december 31,              december 31,
                                                                                -----------------------   -------------------------
                                                                                    1997         1996         1997         1996
<S>                                                                             <C>          <C>          <C>         <C>       
Forward and future positions:
  Assets                                                                        $       .8   $      (.3)  $     13.7    $     16.5
  Liabilities                                                                          (.1)          .8         13.4          34.0
Foreign currency forward and future positions:
  Assets                                                                               (.7)          .5         50.9          62.0
  Liabilities                                                                          1.7          1.0         67.2         145.4
                                                                                -----------------------   ------------------------
                                                                                $      1.7   $      2.0   $    145.2    $    257.9
                                                                                =======================   ========================
</TABLE>



Derivative instruments classified as held or issued for purposes other than
trading are used to manage the risks and enhance the yields of the
available-for-sale portfolio. This is accomplished by modifying the basis,
duration, interest rate or foreign currency characteristics of the portfolio or
hedged securities. Derivative instruments may also be used for trading purposes.
During 1997, net losses of $.7 million (gross gains of $9.9 million; gross
losses of $10.6 million) in the trading portfolio were not material to the
Company's results of operations and are included in the results of the
available-for-sale portfolio. At December 31, 1997, the Company had short
trading positions in foreign currency and commodity futures with net market
values of $1.1 million and notional values of $64.4 million; the average market
values for long and short positions in 1997 were $.5 million and $.4 million,
respectively. At December 31, 1996, the Company did not have any open derivative
trading positions.

  For all derivative positions, net cash requirements are limited to changes in
market values, which may vary based upon changes in interest rates, currency
exchange rates and other factors. Exposure to credit risk is limited to the
carrying value; unless otherwise noted, collateral is not required to support
the credit risk.

  As of December 31, 1997, the Company had open investment funding commitments
of $80.6 million. The Company had no uncollateralized lines or letters of credit
as of December 31, 1997 or 1996.



                                       43

<PAGE>   46


3. STATUTORY FINANCIAL INFORMATION

At December 31, 1997, $234.3 million of consolidated statutory policyholders'
surplus represents net admitted assets of the Company's insurance subsidiaries
that are required to meet minimum statutory surplus requirements in the
subsidiaries' states of domicile. The subsidiaries may be licensed in states,
other than their states of domicile, which may have higher minimum statutory
surplus requirements. Generally, the net admitted assets of insurance
subsidiaries that, subject to other applicable insurance laws and regulations,
are available for transfer to the parent company cannot include the net admitted
assets required to meet the minimum statutory surplus requirements of the states
where the subsidiaries are licensed.

  During 1997, the insurance and other subsidiaries paid aggregate cash
dividends of $108.1 million to the parent company. Based on the dividend laws
currently in effect, the insurance subsidiaries may pay aggregate dividends
of $191.9 million in 1998 without prior approval from regulatory authorities.

  Statutory policyholders' surplus was $1,725.3 million and $1,292.4 million at
December 31, 1997 and 1996, respectively. Statutory net income was $274.7
million, $277.9 million and $200.0 million for the years ended December 31,
1997, 1996 and 1995, respectively.

  The Company's insurance subsidiaries, as part of their statutory filings, are
required to disclose their risk-based capital (RBC) requirements. The National
Association of Insurance Commissioners developed the RBC program to enable
regulators to take appropriate and timely regulatory actions with respect to
insurers that show signs of weak or deteriorating financial condition. RBC is a
series of dynamic surplus-related formulas which contain a variety of factors
that are applied to financial balances based on a degree of certain risks, such
as asset, credit and underwriting risks.



4. LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES

Activity in the loss and loss adjustment expense reserves, prepared in
accordance with GAAP, is summarized as follows:


<TABLE>
<CAPTION>
  (millions)                                                                              1997            1996            1995


<S>                                                                                  <C>             <C>              <C>       
Balance at January 1                                                                 $   1,800.6     $   1,610.5      $  1,434.4
  Less reinsurance recoverables on unpaid losses                                           267.7           296.1           334.2
                                                                                     -----------     -----------      ----------
Net balance at January 1                                                                 1,532.9         1,314.4         1,100.2
                                                                                     -----------     -----------      ----------
Net reserves of subsidiary purchased                                                        82.2            --              --
                                                                                     -----------     -----------      ----------
Incurred related to:
  Current year                                                                           3,070.8         2,341.9         2,000.4
  Prior years                                                                             (103.3)         (105.8)          (56.6)
                                                                                     -----------     -----------      ----------
   Total incurred                                                                        2,967.5         2,236.1         1,943.8
                                                                                     -----------     -----------      ----------
Paid related to:
  Current year                                                                           1,971.5         1,424.7         1,204.3
  Prior years                                                                              743.6           592.9           525.3
                                                                                     -----------     -----------      ----------
   Total paid                                                                            2,715.1         2,017.6         1,729.6
                                                                                     -----------     -----------      ----------
Net balance at December 31                                                               1,867.5         1,532.9         1,314.4
  Plus reinsurance recoverables on unpaid losses                                           279.1           267.7           296.1
                                                                                     -----------     -----------      ----------
Balance at December 31                                                               $   2,146.6     $   1,800.6      $  1,610.5
                                                                                     ===========     ===========      ==========
</TABLE>



Because the Company is primarily an insurer of motor vehicles, it has limited
exposure for environmental, product and general liability claims. The Company
has established reserves for these exposures, in amounts which it believes to be
adequate based on information currently known by it. The Company does not
believe that these claims will have a material impact on the Company's
liquidity, financial condition, cash flows or results of operations. 

The Company writes auto insurance in the coastal states, which could be exposed
to natural catastrophes, such as hurricanes. Although the occurrence of a major
catastrophe could have a significant impact on the Company's quarterly results,
the Company believes such an event would not be so material as to disrupt the
overall normal operations of the Company. The Company is unable to predict if
any such events will occur in the near term.



5. REINSURANCE

Reinsurance contracts do not relieve the Company from its obligations to
policyholders. Failure of reinsurers to honor their obligations could result in
losses to the Company. The Company evaluates the financial condition of its
reinsurers and monitors concentrations of credit risk to minimize its exposure
to significant losses from reinsurer insolvencies.

As of December 31, 1997 and 1996, 44% and 52%, respectively, of
the "prepaid reinsurance premiums" and 60% and 68%, respectively, of the
"reinsurance recoverables" relate to CAIP, for which the Company retains no
indemnity risk.


                                       44

<PAGE>   47





The effect of reinsurance on premiums written and earned as of December 31 is as
follows:


<TABLE>
<CAPTION>
  (millions)                      1997                              1996                             1995
                       --------------------------       ----------------------------      ---------------------------
                        WRITTEN           EARNED         WRITTEN           EARNED          WRITTEN           EARNED


<S>                    <C>              <C>              <C>              <C>              <C>              <C>     
Direct premiums        $4,825.2         $4,382.9         $3,638.4         $3,380.7         $3,068.9         $2,895.9
  Assumed                    --               --              3.8              3.8               .1               .1
  Ceded                  (160.1)          (193.4)          (200.5)          (185.2)          (156.2)          (168.8)
                       --------------------------       ----------------------------      ---------------------------
Net premiums           $4,665.1         $4,189.5         $3,441.7         $3,199.3         $2,912.8         $2,727.2
                       ==========================       ============================      ===========================
</TABLE>


Losses and loss adjustment expenses are net of reinsurance ceded of $150.8
million in 1997, $117.3 million in 1996 and $104.1 million in 1995.



6. INCOME TAXES

Significant components of the Company's income tax provision were as follows:


<TABLE>
<CAPTION>
  (millions)                                                                              1997            1996            1995


<S>                                                                                  <C>             <C>              <C>       
Current tax provision                                                                $     241.6     $     163.9      $    104.9
Deferred tax benefit                                                                       (63.1)          (35.9)           (9.5)
                                                                                     -----------     -----------      ----------
  Total income tax provision                                                         $     178.5     $     128.0      $     95.4
                                                                                     ===========     ===========      ==========
</TABLE>



The provision for income taxes in the accompanying consolidated statements of
income differs from the statutory rate as follows:


<TABLE>
<CAPTION>
  (millions)                                                   1997                     1996                      1995
                                                       ----------------------   ----------------------    ---------------------


<S>                                                    <C>               <C>    <C>                <C>    <C>               <C>
Income before income taxes                             $    578.5               $     441.7               $     345.9
                                                       ==========               ===========               ===========
Tax at statutory rate                                  $    202.5        35%    $     154.6        35%    $     121.1       35%
Tax effect of:
  Exempt interest income                                    (19.6)       (3)          (21.1)       (5)          (21.9)      (6)
  Dividends received deduction                               (7.0)       (1)           (7.7)       (2)           (5.7)      (2)
  Other items, net                                            2.6        --             2.2         1             1.9        1
                                                       ----------------------   ----------------------    ---------------------
                                                       $    178.5        31%    $     128.0        29%    $      95.4       28%
                                                       ======================   ======================    =====================
</TABLE>



Deferred income taxes reflect the impact for financial statement reporting
purposes of temporary differences between the financial statement carrying
amounts and the tax bases of assets and liabilities. At December 31, 1997 and
1996, the components of the net deferred tax assets were as follows:


<TABLE>
<CAPTION>
  (millions)                                                           1997            1996


<S>                                                               <C>              <C>       
Deferred tax assets:
  Unearned premium reserve                                        $     132.1      $     96.7
  Non-deductible accruals                                                37.0            38.8
  Derivative instruments                                                  6.9             2.8
  Capitalized expenditures                                               12.7             8.3
  Loss reserves                                                          93.8            63.5
  Other                                                                  12.3             2.8
Deferred tax liabilities:
  Deferred acquisition costs                                            (88.7)          (70.0)
  Unrealized gains                                                      (66.1)          (40.1)
                                                                  -----------      ----------
Net deferred tax assets                                           $     140.0      $    102.8
                                                                  ===========      ==========
</TABLE>



The Company is able to demonstrate that the benefit of its deferred tax assets
is fully realizable.


                                       45

<PAGE>   48

7. EMPLOYEE BENEFIT PLANS

Retirement Plans The Company has a two-tiered Retirement Security Program. The
first tier is a defined contribution pension plan covering all employees who
meet requirements as to age and length of service. Contributions vary from 1% to
5% of annual eligible compensation up to the Social Security wage base, based on
years of eligible service. Company contributions were $5.1 million in 1997,
$4.2 million in 1996 and $3.6 million in 1995.

  The second tier is a long-term savings plan under which the Company matches,
into a Company stock account, amounts contributed to the plan by an employee up
to a maximum of 3% of the employee's eligible compensation. Company
contributions were $7.3 million in 1997, $5.8 million in 1996 and $4.4 million 
1995.

  The Company has a defined benefit pension plan which covered employees hired
before January 1, 1989, who met requirements as to age and length of service.
This plan and future benefit accruals were frozen on December 31, 1993 and the
Company recognized a $1.5 million gain; the benefits accruals through the date
the plan was frozen were based on years of service and career average
compensation up to the Social Security tax base. As of December 31, 1997, the
Company had a pension asset of $2.0 million, compared to pension liabilities of
$1.2 million and $1.5 million in 1996 and 1995, respectively. The Company
recognized income of $.1 million, $0 and $.2 million in 1997, 1996 and 1995,
respectively. The Company's funding policy is to contribute annually the minimum
amount required by the Employee Retirement Income Security Act of 1974, as
amended. There is no past service liability requiring funding by the Company.

Postemployment Benefits The Company provides various postemployment benefits to
former or inactive employees who meet eligibility requirements, their   
beneficiaries and covered dependents. Postemployment benefits include salary
continuation and disability-related benefits including workers' compensation
and, if elected, continuation of health care benefits. The Company's liability
was $1.5 million at December 31, 1997 and 1996. 

Postretirement Benefits The Company provides postretirement health and life
insurance benefits to all employees who met requirements as to age and length of
service at December 31, 1988. The Company recognized expenses of $.2 million in
1997, $.4 million in 1996 and $.3 million in 1995. The Company's funding policy
is to contribute annually the maximum amount that can be deducted for Federal
income tax purposes. Contributions are intended to provide not only for benefits
attributed to services to date, but also for those expected to be earned in the
future. 

Deferred Compensation The Company maintains The Progressive Corporation
Executive Deferred Compensation Plan (Deferral Plan), which permits eligible
executives to defer receipt of some or all of their annual bonuses or other
incentive awards. These deferred amounts are deemed invested in one or more
investment funds, including Common Shares of the Company, offered under the
Deferral Plan. All distributions from the Deferral Plan will be made in cash,
except that distributions representing amounts deemed invested in Common Shares
will be made in Common Shares. The Company reserved 300,000 Common Shares for
issuance under the Deferral Plan. The Company established an irrevocable grantor
trust to provide a source of funds to assist the Company in meeting its
liabilities under the Deferral Plan. At December 31, 1997 and 1996, the trust
held assets of $6.4 million and $2.6 million, respectively, of which $1.4
million and $.7 million were held in Common Shares, to cover its liabilities.

Incentive Compensation Plans The Company's 1989 Incentive Plan and 1995
Incentive Plan provide for the granting of stock options and other stock-based
awards to key employees of the Company. The 1989 Incentive Plan has 6,500,000
shares authorized and the 1995 Incentive Plan has 5,000,000 shares authorized.
Outside of the Incentive Plans, the Company registered 1,425,000 Common Shares
relating to stock options granted to key employees of the Company. The
nonqualified stock options granted are for periods up to ten years, become
exercisable at various dates not earlier than six months after the date of
grant, and remain exercisable for specified periods thereafter. All options
granted have an exercise price equal to the market value of the Common Shares on
the date of grant.

A summary of all stock option activity during the three years ended December 31
follows:


<TABLE>
<CAPTION>
                                             1997                             1996                             1995
                                  -----------------------------    -----------------------------    -----------------------------
                                                       WEIGHTED                         WEIGHTED                         WEIGHTED
                                  NUMBER OF             AVERAGE    NUMBER OF             AVERAGE    NUMBER OF             AVERAGE
OPTIONS OUTSTANDING                  SHARES      EXERCISE PRICE       SHARES      EXERCISE PRICE       SHARES      EXERCISE PRICE

<S>                               <C>               <C>            <C>               <C>            <C>               <C>        
Beginning of year                 5,109,390         $     28.09    4,943,324         $     23.76    5,263,822         $     19.49
  Add (deduct):
  Granted                           726,889               69.82      852,989               47.52      888,725               38.27
  Exercised                        (758,580)              17.44     (454,348)              14.89     (861,802)              11.54
  Cancelled                        (108,735)              41.07     (232,575)              32.95     (347,421)              26.51
                                  -----------------------------    -----------------------------    -----------------------------
End of year                       4,968,964         $     35.52    5,109,390         $     28.09    4,943,324         $     23.76
                                  =============================    =============================    =============================
Exercisable, end of year          1,497,050         $     15.53    1,561,428         $     15.75      984,099         $     12.61
                                  =============================    =============================    =============================
Available, end of year            5,054,407                        5,672,561                        6,292,975
                                  =========                        =========                        =========
</TABLE>




                                       46

<PAGE>   49

The following options were outstanding or exercisable as of December 31, 1997:


<TABLE>
<CAPTION>
                                        OPTIONS OUTSTANDING                         OPTIONS EXERCISABLE
                          ---------------------------------------------------    ----------------------------
                                          WEIGHTED AVERAGE         WEIGHTED                         WEIGHTED
RANGE  OF                    NUMBER OF           REMAINING          AVERAGE       NUMBER OF          AVERAGE
EXERCISE PRICES                 SHARES    CONTRACTUAL LIFE   EXERCISE PRICE          SHARES   EXERCISE PRICE

<S>                           <C>               <C>             <C>                <C>             <C>
$ 9 - 20                      1,440,741         3.15 years      $     14.74        1,440,741       $14.74
 21 - 40                      1,959,620         6.12 years            33.14           39,370        30.63
 41 - 60                        838,487         7.97 years            47.09           14,912        45.09
 61 - 80                        706,377         8.99 years            68.64            2,027        65.88
 81 - 120                        23,739         9.03 years           101.72               --           --
                              ---------                                            ---------
$ 9 - 120                     4,968,964                                            1,497,050
                              =========                                            =========
</TABLE>


During 1996, the Company adopted the disclosure provisions of SFAS 123,
"Accounting for Stock-Based Compensation." SFAS 123 requires a fair-value based
method of accounting for stock-based compensation. To calculate the fair value
of the options awarded, the Company elected to use the Black-Scholes pricing
model which produced a value of 43.2% for 1997 awards, 41.4% for 1996 awards and
42.8% for 1995 awards. The following assumptions were used to derive the ratio:
a 7-year option term; an annualized volatility rate of .255 for 1997, .246 for
1996 and .275 for 1995; a risk-free rate of return of 6.63% for 1997, 6.69% for
1996 and 6.53% for 1995; and a dividend yield of .25% for 1997 and .5% for both
1996 and 1995. The Company elected to account for terminations when they occur
rather than include an attrition factor into its model.



If compensation cost had been measured based on the fair-value based accounting
method under SFAS 123, the following would have been disclosed for December 31:


<TABLE>
<CAPTION>
  (millions-except per share amounts)                                                     1997            1996            1995


PRO FORMA
<S>                                                                                  <C>             <C>              <C>       
  Net income                                                                         $     393.5     $     310.3      $    249.1
                                                                                     ===========     ===========      ==========
  Earnings per share
   Basic                                                                             $      5.46    $       4.24     $      3.35
   Diluted                                                                                  5.22            4.09            3.24
</TABLE>



The effect of applying SFAS 123 in the current year is not representative of the
effect on income for future years since each subsequent year will reflect
expense for additional years' vesting.

The amounts charged to income for incentive compensation plans, including
executive cash bonus programs for key members of management and a gainsharing
program for all other employees, were $85.8 million in 1997, $45.3 million in
1996 and $33.9 million in 1995.



8. DEBT

During 1997, bank borrowings of $1.2 million were outstanding for three days at
an average annual interest rate of 5.8%. Debt includes amounts the Company has
borrowed and contributed to the capital of its insurance subsidiaries or
borrowed for other long-term purposes.

Debt at December 31 consisted of:


<TABLE>
<CAPTION>
  (millions)                                                                            1997                      1996
                                                                                -----------------------   ----------------------
                                                                                               MARKET                   MARKET
                                                                                    COST        VALUE         COST       VALUE


<S>                                                                             <C>          <C>          <C>         <C>       
7.30% Notes, due 2006 (issued: $100.0, May 1996)                                $     99.7   $    105.3   $     99.6  $    101.7
6.60% Notes, due 2004 (issued: $200.0, January 1994)                                 198.9        200.7        198.8       197.1
7% Notes, due 2013 (issued: $150.0, October 1993)                                    148.4        154.4        148.3       144.3
8 3/4% Notes, due 1999 (issued: $30.0, May 1989)                                      29.7         30.9         29.5        31.6
10% Notes, due 2000 (issued: $150.0, December 1988)                                  149.6        164.6        149.6       167.8
10 1/8% Subordinated Notes, due 2000 (issued: $150.0, December 1988)                 149.6        164.6        149.5       168.4
Other debt                                                                            --           --             .4          .4
                                                                                -----------------------   ----------------------
                                                                                $    775.9   $    820.5   $    775.7  $    811.3
                                                                                =======================   ======================
</TABLE>



                                       47

<PAGE>   50



All debt is noncallable with interest payable semiannually.

In May 1990, the Company entered into a revolving credit arrangement with
National City Bank, which is reviewed by the bank annually. Under this
agreement, the Company had the right to borrow up to $50.0 million. In February
1994, the Company reduced this revolving credit arrangement to $20.0 million
and, in May 1997, further reduced it to $10.0 million. By selecting from
available credit options, the Company may elect to pay interest at rates related
to the London interbank offered rate, the bank's base rate or at a money market
rate. A commitment fee is payable on any unused portion of the committed amount
at the rate of .125 percent per annum. The Company had no borrowings under this
arrangement at December 31, 1997 or 1996.
  As of December 31, 1997, the Company was in compliance with its debt
covenants.
  Aggregate principal payments on debt outstanding at December 31, 1997, are $0
for 1998, $30.0 million for 1999, $300.0 million for 2000, $0 for 2001 and 2002
and $450.0 million thereafter.


9. SEGMENT INFORMATION

The operating segments of the Company are classified into Insurance and Service.
Expense allocations are based on assumptions and estimates; stated segment
operating results would change if different methods were applied. The Company
does not allocate assets to segments.



<TABLE>
<CAPTION>
For the years ended December 31,                         1997                        1996                        1995
                                                -------------------------   -------------------------   ------------------------
                                                                 PRETAX                      PRETAX                     PRETAX
                                                 REVENUES PROFIT (LOSS)      REVENUES PROFIT (LOSS)     REVENUES PROFIT (LOSS)


<S>                                             <C>           <C>           <C>           <C>           <C>           <C>       
Insurance operations                            $   4,189.5   $     278.2   $   3,199.3   $     272.1   $  2,727.2    $    156.6
Service operations                                     45.3           1.4          46.2           4.3         38.9           8.7
                                                -------------------------   -------------------------   ------------------------
  Total operations                                  4,234.8         279.6       3,245.5         276.4      2,766.1         165.3
Total investment income                               373.4         373.4         232.9         232.9        245.8         245.8
Interest expense and other costs                       --           (74.5)         --           (67.6)        --           (65.2)
                                                -------------------------   -------------------------   ------------------------
                                                $   4,608.2   $     578.5   $   3,478.4   $     441.7   $  3,011.9    $    345.9
                                                =========================   =========================   ========================
</TABLE>



10. FAIR VALUE OF FINANCIAL INSTRUMENTS

Information about specific valuation techniques and related fair value detail is
provided in Note 1--Reporting and Accounting Policies, Note 2 -- Investments and
Note 8-- Debt. Pursuant to SFAS 119, the cost and market value of the financial
instruments as of December 31 are summarized as follows:


<TABLE>
<CAPTION>
  (millions)                                              1997                              1996
                                              -------------------------         -------------------------
                                                                 MARKET                            MARKET
                                                  COST            VALUE             COST            VALUE
<S>                                           <C>              <C>              <C>              <C>     
Investments:
  Available-for-sale: fixed maturities        $3,836.8         $3,891.4         $3,384.1         $3,409.2
                   preferred stocks              333.9            348.8            333.8            341.6
                   common stocks                 501.9            620.8            458.9            540.1
  Short-term investments                         409.4            409.4            159.7            159.7
Debt                                            (775.9)          (820.5)          (775.7)          (811.3)
</TABLE>



11. LITIGATION

The Company is named as defendant in various lawsuits generally relating to its
insurance operations. Numerous legal actions arise from claims made under
insurance policies issued by the subsidiaries or in connection with previous
reinsurance agreements. These actions were considered by the Company in
establishing its loss and loss adjustment expense reserves. The Company believes
that the ultimate disposition of these and other pending lawsuits will not
materially impact the Company's financial position, cash flows or results of
operations.


12. CONTRACTUAL COMMITMENTS

The Company has operating lease commitments and service agreements with terms
greater than one year for equipment, office space and telecommunications
services, some with options to renew at the end of the contract periods. The
minimum commitments under such noncancelable leases and service contracts at
December 31, 1997 are as follows (in millions): 1998--$36.2; 1999--$21.6;
2000--$13.2; 2001--$6.6; 2002--$3.8; and thereafter--$1.1. Total expense 
incurred by the Company for such purposes for 1997, 1996 and 1995 was $83.3 
million, $57.5 million and $51.3 million, respectively.



                                       48

<PAGE>   51

 
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

The consolidated financial statements and the related notes on pages 36 through
48, together with the supplemental information on pages 53 through 59, should be
read in conjunction with the following discussion of the consolidated financial
condition and results of operations.

Financial Condition The Progressive Corporation is a holding company and does
not have any revenue producing operations of its own. It receives cash through
borrowings, equity sales, subsidiary dividends and other transactions, and may
use the proceeds to contribute to the capital of its insurance subsidiaries in
order to support premium growth, to repurchase its Common Shares and other
outstanding securities, to retire its outstanding indebtedness, and for other
business purposes. During 1997, the Company repurchased 30,193 of its Common
Shares at a total cost of $2.9 million to offset obligations under various
employee benefit plans.

  During the three-year period ended December 31, 1997, the Company repurchased
1.0 million of its Common Shares at a total cost of $44.8 million (average
$43.37 per share), .3 million of its 9 3/8% Serial Preferred Shares, Series A,
at a total cost of $8.3 million (average $25.62 per share) and redeemed its
remaining Preferred Shares at a total cost of $82.1 million ($25.00 per share).
The Company also sold $100.0 million of Notes. During the same period, The
Progressive Corporation received $50.8 million from its subsidiaries, net of
capital contributions made to these subsidiaries. The regulatory restrictions on
subsidiary dividends are described in Note 3 to the financial statements.

  The Company has substantial capital resources and is unaware of any trends,
events or circumstances that are reasonably likely to affect its capital
resources in a material way. The Company also has available a $10.0 million
revolving credit agreement. With its 27% debt to capital ratio, management
believes the Company has sufficient borrowing capacity and other capital
resources to support current and anticipated growth.

  The Company's insurance operations create liquidity by collecting and
investing premiums from new and renewal business in advance of paying claims.
For the three years ended December 31, 1997, operations generated a positive
cash flow of $1,917.5 million, and cash flow is expected to be positive in both
the short-term and reasonably foreseeable future. The Company's substantial
investment portfolio is highly liquid, consisting almost entirely of readily
marketable securities.

  In March 1997, the Company acquired Midland Financial Group, Inc. by
purchasing all of Midland's outstanding stock for about $50 million in cash.
Midland underwrites and markets nonstandard private passenger automobile
insurance through approximately 3,700 independent agents across 11 states,
primarily in the southern and western United States. During 1997, Midland wrote
$66.1 million of net premiums written.

  Total capital expenditures for the three years ended December 31, 1997,
aggregated $196.0 million. During 1997, the Company made substantial investments
in property and equipment to support its infrastructure. In December 1997, the
Company purchased approximately 72 acres in Tampa, Florida to construct a
three-building regional call center. It is estimated that, when completed, this
facility will consist of approximately 307,000 square feet of space. The cost of
the project is currently estimated at $42.0 million and $8.3 million has been
paid as of December 31, 1997. The project is scheduled to be completed by the
end of 1998. In addition, in November 1997, the Company purchased 91 acres in
Mayfield Village, Ohio to construct an office complex, near the site of its
current corporate headquarters. This office complex is part of a five-year
cooperative effort with Mayfield Village to develop over 300 acres --
Progressive would serve as the anchor corporate user with additional business
users and recreational facilities on the site. The Company plans to construct
three buildings containing a total of approximately 485,000 square feet, in
1998, and could build up to three additional buildings, containing about 500,000
square feet in total, in the future. The first phase of this project is
estimated to cost $63.5 million. As of December 31, 1997, $5.3 million has been
paid. The construction projects will be funded through operating cash flows or
the issuance of new debt securities.

  In July 1995, the Company began converting its computer systems to be year
2000 compliant (e.g. to recognize the difference between '99 and '00 as one year
instead of negative 99 years). The Company has evaluated internal production
systems, hardware and software products, facilities implications, and
interactions with business partners in relation to year 2000 issues. As of
December 31, 1997, the Company has completed approximately 70% of its efforts to
bring the production systems in compliance, with substantially all production
systems expected to be compliant by the end of 1998. The total cost to modify
these existing production systems, which include both internal and external
costs of programming, coding and testing, is estimated to be $6.4 million, of
which $3.1 million has been expensed as of December 31, 1997. The Company is
also in the process of replacing some of its systems during 1998 with new
systems which, in addition to being year 2000 compliant, will add increased
functionality to the Company. The total cost of these systems, which include
both internal and external costs, is estimated to be $4.8 million, and the
projects are expected to be substantially complete by the end of 1998. As of
December 31, 1997, $2.4 million has been expensed for these systems. All costs
are being funded through operating cash flow. The Company continually evaluates
computer hardware and software upgrades and, therefore, many of the costs to
replace existing items with year 2000 compliant upgrades are not likely to be
incremental costs to the Company. It is estimated that the majority of these
upgrades will be completed in 1998. During 1998, the Company will continue to
contact its business partners (e.g. agents, banks, credit bureaus, motor vehicle
departments, rating agencies, etc.) to determine their status of compliance and
to assess the impact of noncompliance to the Company. The Company believes that
it is taking the necessary measures to mitigate issues that may arise relating
to the year 2000. During 1998, the Company will develop contingency plans
relating to year 2000 compliance issues, either internal or external, that
cannot be guaranteed to be timely completed. To the extent any additional issues
arise, the Company will evaluate the impact on its financial condition, cash
flows and results of operations and, if material, make the necessary
disclosures. 

                 The Progressive Corporation and Subsisiaries

                                       49

<PAGE>   52


Investments The Company invests in fixed-maturity, equity and short-term
securities. The Company's investment strategy recognizes its need to maintain
capital adequate to support its insurance operations. The Company evaluates the
risk/reward trade-offs of investment opportunities, measuring their effects on
stability, diversity, overall quality and liquidity of the investment portfolio.

  The majority of the portfolio is invested in high-grade, fixed-maturity
securities, of which short- and intermediate-term securities represented
$4,024.9 million, or 76.4%, at the end of 1997, compared to $3,275.6 million, or
73.6%, at the end of 1996. Long-term investment-grade securities, including
greater than 10-year expected principal paydowns, were $143.4 million, or 2.7%,
at the end of 1997, compared to $187.5 million, or 4.2%, at the end of 1996.
Non-investment-grade fixed-maturity securities were $132.5 million, or 2.5%, at
the end of 1997, compared $105.8 million, or 2.4%, at the end of 1996, and offer
the Company higher returns and added diversification without a significant
adverse effect on the stability and quality of the investment portfolio as a
whole. Non-investment-grade securities may involve greater risks often related
to creditworthiness, solvency and relative liquidity of the secondary trading
market. The duration of the fixed-income portfolio was 3.3 years at December 31,
1997, compared to 3.2 years at December 31, 1996.

  A portion of the investment portfolio was invested in marketable equity
securities. Common stocks represented $620.8 million, or 11.8% of the portfolio,
at the end of 1997, compared to $540.1 million, or 12.1%, a year earlier.
Foreign equities, which may include stock index futures and foreign currency
forwards, comprised $106.0 million of the common stock portfolio at the end of
1997, and $149.5 million at the end of 1996. As of December 31, 1997, the
Company's Japanese equity holdings represented 1.5% of the common stock
portfolio. The remainder of the equity portfolio of $348.8 million, or 6.6%, at
the end of 1997, compared to $341.6 million, or 7.7%, at the end of 1996, was
comprised of over 80% of fixed-rate preferred stocks with mechanisms that are
expected to provide an opportunity to liquidate at par.

  As of December 31, 1997, the Company's portfolio had $188.4 million in
unrealized gains, compared to $114.1 million a year earlier. This increase in
value was the result of increased stock prices as the S&P 500 index rose from
740.7 to 970.4 and decreased interest rate levels as evidenced by the .3%
decrease in the 3-year treasury note.

  The weighted average fully taxable equivalent book yield of the portfolio was
6.6%, 6.7% and 6.9% for the years ended December 31, 1997, 1996 and 1995,
respectively.

  As of December 31, 1997, the Company held $1,520.0 million of asset-backed
securities, which represented 28.8% of the total investment portfolio. The
portfolio included collateralized mortgage obligations (CMO) and commercial
mortgage-backed obligations (CMB) totaling $283.2 million and $776.7 million,
respectively. The remainder of the asset-backed portfolio was invested primarily
in auto loan and other asset-backed securities. As of December 31, 1997, the CMO
portfolio included busted planned amortization class bonds and sequential bonds
representing 94.1% of the CMO portfolio ($266.4 million) with an average life of
3.0 years, and planned amortization class bonds representing 5.9% of the CMO
portfolio ($16.8 million) with an average life of .5 years. At December 31,
1997, the CMO portfolio had a weighted average Moody's or Standard & Poor's
rating of AAA and the CMB portfolio had an average life of 7.4 years and a
weighted average Moody's or Standard & Poor's rating of AA. At December 31,
1997, the CMO and CMB portfolios had unrealized gains of $1.6 million and $14.0
million, respectively. The single largest unrealized loss in any individual CMO
security was $.2 million and in any CMB security was $1.1 million, at December
31, 1997. The CMB portfolio includes $149.6 million of CMB interest-only
certificates, which had an average life of 6.9 years and a weighted average
Moody's or Standard & Poor's rating of AAA at December 31, 1997. Both the CMO
and CMB portfolios are highly liquid with readily available quotes and contain
no residual interests. During 1997, the Company sold $178.4 million (proceeds of
$200.8 million) of non-investment-grade CMB securities to a third- party
purchaser. The purchaser subsequently transferred the securities to a trust as
collateral in a resecuritized debt offering. The transaction was accounted for
as a sale under Statement of Financial Accounting Standards (SFAS) 125,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities," resulting in a net gain of $22.4 million. A bankruptcy remote
subsidiary of the Company acquired $22.8 million (market value of $25.9 million)
of the resecuritized debt. This portion of the transaction was not accounted for
as a sale in accordance with SFAS 125.

  Investments in the Company's portfolio have varying degrees of risk. The
primary market risk exposure to the fixed-income portfolio is interest rate
risk, which is limited by managing duration to a defined range of 1.8 to 5
years. The distribution of maturities and convexity are monitored on a regular
basis. Common stocks and similar investments, which generally have greater risk
and volatility of market value, are limited to a target of 15%, with a range of
0 to 25%. Market values, along with industry and sector concentrations of common
stocks and similar investments, are monitored daily. Exposure to foreign
currency exchange risk is limited by Company restrictions and is monitored
regularly. Exposures are evaluated individually and as a whole, considering the
effects of cross correlation. For the quantitative market risk disclosures, see
page 54. The Company regularly examines its portfolio for evidence of
impairment. In such cases, changes in market value are evaluated to determine
the extent to which such changes are attributable to: (i) interest rates, (ii)
market-related factors other than interest rates and (iii) financial conditions,
business prospects and other fundamental factors specific to the issuer.
Declines attributable to issuer fundamentals are reviewed in further detail.
Available evidence is considered to estimate the realizable value of the
investment. When a security in the Company's investment portfolio has a decline
in market value which is other than temporary, the Company is required by
generally accepted accounting principles (GAAP) to reduce the carrying value of
such security to its net realizable value.

  Derivative instruments are primarily used to manage the risks and enhance the
returns of the available-for-sale portfolio. This is accomplished 


                                       50

<PAGE>   53
by modifying the basis, duration, interest rate or foreign currency
characteristics of the portfolio or hedged securities. Derivative instruments
may also be used for trading purposes. During 1997, net activity in the trading
portfolio was not material to the Company's financial position, cash flows and
results of operations. Net cash requirements of derivative instruments are
limited to changes in market values which may vary based upon changes in
interest rates and other factors. Exposure to credit risk is limited to the
carrying value; collateral is not required to support the credit risk. The
Company has stringent restrictions on the amount of open positions in the
trading portfolios, limiting exposure to levels management deems acceptable. At
December 31, 1997, trading positions had a net market value of $1.1 million; at
December 31, 1996, there were no trading positions.

Results of Operations Operating income, which excludes net realized gains and
losses from security sales and one-time items, was $336.0 million, or $4.46 per
share, in 1997, $309.1 million, or $4.12 per share, in 1996 and $220.1 million,
or $2.85 per share, in 1995. The GAAP combined ratio was 93.4 in 1997, 91.5 in
1996 and 94.3 in 1995.

  Direct premiums written increased 33% to $4,825.2 million in 1997, compared to
$3,638.4 million in 1996 and $3,068.9 million in 1995. Net premiums written
increased 36% to $4,665.1 million in 1997, compared to $3,441.7 million in 1996
and $2,912.8 million in 1995. The difference between direct and net premiums
written is largely attributable to premiums written under state-mandated
involuntary Commercial Auto Insurance Procedures (CAIP), for which the Company
retains no indemnity risk, of $78.4 million in 1997, $99.5 million in 1996 and
$105.4 million in 1995. The Company provided policy and claim processing
services to 27 state CAIPs in 1997 and 1996, compared to 28 in 1995. Premiums
earned, which are a function of the amount of premiums written in the current
and prior periods, increased 31% in 1997, compared to 17% in 1996 and 24% in
1995.

  In the Company's core business units, which write insurance for private
passenger automobiles, recreational vehicles and small fleets of commercial
vehicles, net premiums written grew 33%, 19% and 21% in 1997, 1996 and 1995,
respectively, reflecting an increase in unit sales driven by the Company's
competitive rates. The Company decreased rates an average of .9% in 1997,
compared to rate increases of 2.5% and 6.5% in 1996 and 1995, respectively. The
Company continues to write, through multiple distribution methods, standard and
preferred risks, which represented between 20% and 25% of total 1997 core
business volume. In 1997, the Company used rating criteria based partially upon
consumer financial responsibility. This approach has been approved by numerous
regulators and is in use in the 31 states that represent 80% of the core
business units' volume; the Company expects to complete rollout of this approach
into the remaining states where it can be offered in 1998. The Company believes
that its use of financial responsibility in auto insurance rating produces a
more accurate distribution of losses among consumers and, therefore, produces
more accurate pricing resulting in lower rates for most consumers. In addition,
in order to encourage writing more standard and preferred risks and to improve
customer retention, the Company in 1996 adjusted its contingent cash incentive
compensation program for employees to reflect the increase in value created by
adding new customers. The Company believes that growing the numbers of
policyholders, particularly standard and preferred risks with their higher
retention rates, builds intrinsic value because renewals are more profitable
than first year business. The drive to add customers faster resulted in more
spending to promote the Progressive brand and to hire and develop more claim
adjusters and customer service representatives, and the Company expects this to
continue at least in the near term. These costs, along with lower margins on
first year business, are likely to bring profit margins more in line with the
Company's objective of achieving a 4% underwriting profit margin over the entire
retention period of an insured. In 1997, the core business units generated an
underwriting profit margin of 7%, compared to 8% in 1996 and 5% in 1995.

  Claim costs, the Company's most significant expense, represent actual payments
made and changes in estimated future payments to be made to or on behalf of its
policyholders, including expenses required to settle claims and losses. These
costs include a loss estimate for future assignments and assessments, based on
current business, under state-mandated involuntary automobile programs. Claims
costs are influenced by inflation and loss severity and frequency, the impact of
which is mitigated by adequate pricing. Increases in the rate of inflation
increase loss payments, which are made after premiums are established.
Accordingly, anticipated rates of inflation are taken into account when the
Company establishes premium rates and loss reserves. Claim costs, expressed as a
percentage of premiums earned, were 71% in 1997, compared to 70% in 1996 and 71%
in 1995.

  The Company writes directors and officers and other professional liability
coverage for community banks and credit unions and, therefore, could potentially
be exposed to liability for errors made by these institutions relating to the
year 2000 conversion. To minimize its risk, in October 1997, the Company began
including year 2000 exclusions in all new and renewal policies for commercial
banks (representing approximately 70% of all policies written since that date)
which have multi-year terms that extend beyond December 31, 1999. The Company is
not currently aware of any other company in the industry that is including such
exclusion provisions or increasing their premiums to cover potential exposure on
year 2000 compliance issues. As a regulated industry, financial institutions are
under pressure from government regulatory agencies and other interested parties
to ensure they achieve readiness for the year 2000. The Company is monitoring
its customers' compliance efforts and believes that substantially all such
customers are pursuing plans to achieve year 2000 compliance. It is currently
unknown whether the financial institutions will be able to completely avoid
errors relating to year 2000 compliance and the Company is unable to predict to
what extent such financial institutions will incur losses as a result of
noncompliance and whether their directors and officers will be subject to
individual liability for such noncompliance. At December 31, 1997, approximately
200 professional liability policies, or about 17% of all policies, do not
contain year 2000 exclusion provisions and extend into 

                                       51

<PAGE>   54



the year 2000. In the event of a claim, applicable factual and coverage issues
would have to be resolved. Based on information currently available and
management's best estimate, the Company does not believe that it will incur any
costs that will have a material impact on the Company's financial condition,
cash flows or results of operations.

  Because the Company is primarily an insurer of motor vehicles, it
has limited exposure for environmental, product and general liability claims.
The Company has established reserves for these exposures, in amounts which it
believes to be adequate based on information currently known by it. Management
does not believe that these claims will have a material impact on the Company's
liquidity, financial condition, cash flows or results of operations.

  Policy acquisition and other underwriting expenses as a percentage of premiums
earned were 23% in 1997, compared to 22% in 1996 and 23% in 1995. In 1997, the
Company incurred additional expenses to support its infrastructure and to hire
and train people in anticipation of growth. The Company also introduced its
advertising campaign to 13 states during 1997, bringing the total number of
states where the Company advertises to 19 (40 markets).

  Recurring investment income (interest and dividends) increased 22% to $274.9
million in 1997, compared to $225.8 million in 1996 and $199.1 million in 1995,
primarily due to an increase in the size of the investment portfolio. Net
realized gains on security sales were $98.5 million in 1997, $7.1 million in
1996 and $46.7 million in 1995. Investment expenses were $9.9 million in 1997,
compared to $6.1 million in 1996 and $8.1 million in 1995; in 1997, the Company
purchased a new portfolio management system and incurred expenses related to the
sale of the commercial mortgage-backed securities.




Safe Harbor statement under the Private Securities Litigation Reform Act of
1995: Except for historical information, the matters discussed in this annual
report are forward-looking statements that are subject to certain risks and
uncertainties that could cause the actual results to differ materially from
those projected, including acceptance of the products, pricing competition,
market conditions and other risks detailed from time to time in the Company's
SEC reports. The Company assumes no obligation to update the information in this
annual report.


                                       52

<PAGE>   55

         ANALYSIS OF LOSS AND LOSS ADJUSTMENT EXPENSES (LAE) DEVELOPMENT
               (not covered by report of independent accountants)



<TABLE>
<CAPTION>
  (millions)

For the years ended
   December 31,            1987      1988     1989      1990     1991      1992     1993      1994(3)  1995      1996     1997


<S>        <C>            <C>       <C>      <C>       <C>      <C>       <C>     <C>       <C>      <C>       <C>      <C>     
Loss and LAE
   reserves(1)            $ 471.0   $ 651.0  $ 748.6   $ 791.6  $ 861.5   $ 956.4 $1,012.4  $1,098.7 $1,314.4  $1,532.9 $1,867.5

Re-estimated
  reserves as of:
  One year later            446.6     610.3    685.4     748.8    810.0     857.9    869.9   1,042.1  1,208.6   1,429.6
  Two years later           422.2     573.4    677.9     726.5    771.9     765.5    837.8     991.7  1,149.5
  Three years later         402.4     581.3    668.6     712.7    718.7     737.4    811.3     961.2
  Four years later          403.9     575.1    667.1     683.7    700.1     725.2    794.6
  Five years later          399.6     578.4    654.7     666.3    695.1     717.3
  Six years later           400.2     582.2    647.1     664.8    692.6
  Seven years later         408.5     574.3    645.7     664.5
  Eight years later         408.1     574.4    645.4
  Nine years later          407.8     575.0
  Ten years later           408.5

Cumulative redundancy      $ 62.5    $ 76.0  $ 103.2   $ 127.1  $ 168.9   $ 239.1  $ 217.8   $ 137.5  $ 164.9   $ 103.3

Percentage(2)                13.3      11.7     13.8      16.1     19.6      25.0     21.5      12.5     12.6       6.7
</TABLE>




The chart represents the development of the property-casualty loss and LAE
reserves for 1987 through 1996. The reserves are re-estimated based on
experience as of the end of each succeeding year and are increased or decreased
as more information becomes known about the frequency and severity of claims for
individual years. The cumulative redundancy represents the aggregate change in
the estimates over all prior years.

(1) Represents loss and LAE reserves net of reinsurance recoverables on unpaid
    losses at the balance sheet date.

(2) Cumulative redundancy / loss and LAE reserves.

(3) In 1994, based on a review of its total loss reserves, the Company 
    eliminated its $71.0 million "supplemental reserve." 


- --------------------------------------------------------------------------------

                        DIRECT PREMIUMS WRITTEN BY STATE
               (not covered by report of independent accountants)



<TABLE>
<CAPTION>
  (millions)                1997                  1996                  1995                  1994                  1993
                      ------------------    ------------------    ------------------    ------------------    -----------------


<S>                   <C>          <C>      <C>          <C>      <C>          <C>      <C>          <C>      <C>          <C>  
Florida               $    663.0   13.7%    $    467.4   12.9%    $    421.9   13.7%    $    369.9   14.0%    $    265.6   13.5%
Texas                      509.4   10.6          349.9    9.6          313.2   10.2          246.4    9.3          146.6    7.4
New York                   446.3    9.2          358.0    9.8          225.6    7.4          195.2    7.4          170.4    8.7
Ohio                       404.3    8.4          340.8    9.4          284.1    9.3          232.0    8.8          175.9    8.9
California                 291.7    6.0          171.6    4.7          126.6    4.1          126.8    4.8           80.2    4.1
Georgia                    261.9    5.4          212.1    5.8          155.1    5.1          129.7    4.9          120.0    6.1
Pennsylvania               248.3    5.1          201.3    5.5          184.9    6.0          161.2    6.1          113.0    5.8
All other                2,000.3   41.6        1,537.3   42.3        1,357.5   44.2        1,183.9   44.7          894.7   45.5
                      ------------------    ------------------    ------------------    ------------------    -----------------
  Total               $  4,825.2  100.0%    $  3,638.4  100.0%    $  3,068.9  100.0%    $  2,645.1  100.0%    $  1,966.4  100.0%
                      ==================    ==================    ==================    ==================    ==================
</TABLE>



                 The Progressive Corporation and Subsidiaries

                                       53

<PAGE>   56

                      QUANTITATIVE MARKET RISK DISCLOSURES
               (not covered by report of independent accountants)


Quantitative market risk disclosures are only presented for market risk
categories when risk is considered material. Materiality is determined based on
the fair value of the financial instruments at December 31, 1997, and the
potential for near term losses from reasonably possible near term changes in
market rates or prices.


OTHER THAN TRADING FINANCIAL INSTRUMENTS

Financial instruments subject to interest rate risk as of December 31, 1997
were:


<TABLE>
<CAPTION>
  (millions)                                                                            market value
                                                              -------------------------------------------------------------------

                                                               -200 bps      -100 bps                   +100 bps      +200 bps
                                                                 CHANGE        CHANGE        ACTUAL       CHANGE        CHANGE


<S>                                                           <C>            <C>          <C>           <C>           <C>       
U.S. government obligations                                   $   1,000.9    $    959.2   $     919.6   $    881.2    $    846.9
State and local government obligations                            1,322.5       1,297.4       1,264.2      1,230.0       1,197.0
Asset-backed securities                                           1,635.7       1,581.4       1,520.1      1,471.7       1,414.9
Other debt securities                                               197.1         192.4         187.6        183.1         178.7
Preferred stocks                                                    374.3         361.2         348.8        336.9         325.4
Short-term investments                                              409.4         409.4         409.4        409.4         409.4
Forward positions-liabilities                                        (2.2)         (1.1)         (0.1)          .8           1.7
                                                              -------------------------------------------------------------------
                                                              $   4,937.7    $  4,799.9   $   4,649.6   $  4,513.1    $  4,374.0
                                                              ====================================================================
</TABLE>



Exposure to risk is represented in terms of changes in fair value due to
selected hypothetical movements in market rates. Bonds and preferred stocks are
individually priced to yield to the worst case scenario. State and local
government obligations, including lease deals and super sinkers, are assumed to
hold their prepayment patterns. Asset-backed securities are priced assuming deal
specific prepayment scenarios, considering the deal structure, prepayment
penalties, yield maintenance agreements and the underlying collateral. Over 80%
of the preferred stocks have mechanisms that are expected to provide an
opportunity to liquidate at par.


Financial instruments subject to equity market risk as of December 31, 1997
were:


<TABLE>
<CAPTION>
  (millions)                                                                                                 HYPOTHETICAL
                                                                                                             MARKET CHANGES
                                                                                                        -------------------------
                                                                                             MARKET
                                                                                              VALUE         +10%          -10%


<S>                                                                                       <C>           <C>           <C>       
Common stocks                                                                             $     620.8   $    675.8    $    565.8
</TABLE>



The model represents the estimated value of the Company's common stock portfolio
given a + (-) 10% change in the market, based on the common stock portfolio's
weighted average beta of .84. The beta is derived from recent historical
experience, using the S&P 500 as the market surrogate. The historical
relationship of the common stock portfolio's beta to the S&P 500 is not
necessarily indicative of future correlation, as individual company or industry
factors may effect price movement. Betas are not available for all securities.
In such cases, the change in market value reflects a direct + (-) 10% change;
the number of securities without betas is less than 25%. The common stock
portfolio includes stock index futures with a market value of $.8 million.


Financial instruments subject to foreign currency risk as of December 31, 1997
were:


<TABLE>
<CAPTION>
  (millions)                                                                                 MARKET       NOTIONAL    HYPOTHETICAL
                                                                                              VALUE         VALUE      GAIN (LOSS)
<S>                                                                                       <C>                         <C>       
Canadian debt investments                                                                 $      58.5        N/A      $      5.8
Foreign equity investments                                                                      121.0        N/A            12.1
Foreign currency forwards-assets                                                                 (0.7)        50.9           5.1
Foreign currency forwards-liabilities                                                             1.7        (67.2)         (6.7)
                                                                                          -----------                 ----------
                                                                                          $     180.5                 $     16.3
                                                                                          ===========                 ==========
</TABLE>


N/A = not applicable; notional value pertains only to derivative instruments.

                 The Progressive Corporation and Subsidiaries

                                       54

<PAGE>   57

The foreign equity portfolio, which may include stock index futures, foreign
currency forwards and foreign preferred stocks, is comprised of numerous
currencies, none of which are individually material. Therefore, sensitivity
results are presented by class of financial instrument. The model calculates a
gain or loss in market value if the U.S. dollar depreciates by 10% to the
respective currency. The model does not attempt to reflect the correlation of
multiple currencies to changes in the U.S. dollar. At December 31, 1997, the
Company did not have any cross currency exposures.



TRADING FINANCIAL INSTRUMENTS

At December 31, 1997, the Company had short trading positions with a market
value of $1.1 million. Exposure to loss from open trading positions is not
material individually or in the aggregate. The Company did not have any trading
securities as of December 31, 1997.

- --------------------------------------------------------------------------------



                    QUARTERLY FINANCIAL AND COMMON SHARE DATA
               (not covered by report of independent accountants)



<TABLE>
<CAPTION>
(millions-except per share amounts)

                                     NET INCOME         OPERATING INCOME(1)              STOCK PRICE(4)
                               ----------------------  ----------------------  ------------------------------------
                  OPERATING                     PER                     PER                                  RATE OF      DIVIDENDS
   QUARTER         REVENUES      TOTAL(2)    SHARE(3)       TOTAL      SHARE(3)    HIGH-LOW          CLOSE   RETURN(5)    PER SHARE


<S>                <C>          <C>         <C>         <C>         <C>         <C>                <C>                   <C>     
   1997
    1              $    905.7   $    76.5   $     1.02  $    78.6   $     1.05  $ 73 5/8 - 63 7/8   $  63 7/8            $   .060
    2                 1,020.9       102.1         1.36       82.8         1.10    87 3/8 - 61 1/2      87                    .060
    3                 1,090.1       116.2         1.54       89.3         1.18   111 7/8 - 86 1/2     107 1/8                .060
    4                 1,218.1       105.3         1.39       85.3         1.13   120 7/8 - 99         119 7/8                .060
                   ----------   ----------------------  ----------------------  ------------------------------------     --------
                   $  4,234.8   $   400.0   $     5.31  $   336.0   $     4.46  $120 7/8  - 61 1/2   $119 7/8  78.4%     $   .240
                   ==========   ======================  ======================  ====================================     ========


   1996
    1              $    741.4   $    63.3   $      .82  $    60.2   $      .78  $ 51 1/4 - 43 1/2   $  44 5/8            $   .055
    2                   794.9        78.4         1.01       78.5         1.05    48 7/8 - 40 3/8      46 1/4                .055
    3                   840.3        80.3         1.08       82.5         1.11    58 1/2 - 43 1/8      57 1/4                .060
    4                   868.9        91.7         1.23       87.9         1.18    72 1/4 - 55 3/8      67 3/8                .060
                   ----------   ----------------------  ----------------------  ------------------------------------     --------
                   $  3,245.5   $   313.7   $     4.14  $   309.1   $     4.12  $ 72 1/4 - 40 3/8   $  67 3/8  38.5%     $   .230
                   ==========   ======================  ======================  ====================================     ========


   1995
    1              $    633.6   $    60.7   $      .79  $    50.7   $      .66  $ 42 1/8 - 34 3/4   $  40 5/8            $   .055
    2                   687.4        60.8          .79       46.4          .60    41 7/8 - 37 1/8      38 3/8                .055
    3                   719.0        62.5          .81       59.0          .77    48     - 37 3/4      44 3/4                .055
    4                   726.1        66.5          .86       64.0          .83    49 1/2 - 41 1/2      48 7/8                .055
                   ----------   ----------------------  ----------------------  ------------------------------------     --------
                   $  2,766.1   $   250.5   $     3.26  $   220.1   $     2.85  $ 49 1/2 - 34 3/4   $  48 7/8  40.4%     $   .220
                   ==========   ======================  ======================  ====================================     ========
</TABLE>




(1) Represents net income less realized gains and losses on security sales and
    one-time items.

(2) The sum may not equal the total due to rounding in the individual periods.
    Each period is properly stated.

(3) Presented on a diluted basis. The sum may not equal the total because the
    average equivalent shares differ in the periods. In 1997, the Company 
    adopted SFAS 128, "Earnings Per Share," and, as a result, restated prior 
    periods per share amounts, if applicable. See Note 1-Reporting and 
    Accounting Policies for further discussion.

(4) Prices as reported on the consolidated transaction reporting system. The
    Company's Common Shares are listed on the New York Stock Exchange.

(5) Represents annual rate of return, including quarterly dividend reinvestment.

The Progressive Corporation and Subsidiaries

                                       55

<PAGE>   58



                      TEN YEAR SUMMARY-FINANCIAL HIGHLIGHTS
               (not covered by report of independent accountants)



<TABLE>
<CAPTION>
                                             (millions-except per share amounts and number of people employed)



                                                                                 1997               1996


<S>                                                                           <C>                <C>       
INSURANCE COMPANIES SELECTED FINANCIAL INFORMATION
   AND OPERATING STATISTICS-STATUTORY BASIS
  Reserves:
   Loss and loss adjustment expense(1)                                        $  1,867.5         $  1,532.9
   Unearned premiums                                                             1,901.9            1,382.9
  Policyholders' surplus(1)                                                      1,725.3            1,292.4
  Ratios:
   Net premiums written to policyholders' surplus                                    2.7                2.7
   Loss and loss adjustment expense reserves to policyholders' surplus               1.1                1.2
   Loss and loss adjustment expense                                                 71.1               70.2
   Underwriting expense                                                             20.7               19.8
                                                                              ----------         ----------
   Statutory combined ratio                                                         91.8               90.0


SELECTED CONSOLIDATED FINANCIAL INFORMATION-GAAP BASIS
  Total revenues                                                              $  4,608.2         $  3,478.4
  Total assets                                                                   7,559.6            6,183.9
  Total shareholders' equity(2)                                                  2,135.9            1,676.9
  Common Shares outstanding                                                         72.3               71.5
  Common Share price
   High                                                                         $120 7/8            $72 1/4
   Low                                                                            61 1/2             40 3/8
   Close(3)                                                                      119 7/8             67 3/8
  Market capitalization                                                       $  8,667.0         $  4,817.3
  Book value per Common Share(2)                                              $    29.54         $    23.45
  Return on average common shareholders' equity(4)                                  20.9%              20.5%
  Debt outstanding                                                            $    775.9         $    775.7
  Ratio of debt to capital                                                            27%                32%
  GAAP underwriting margin(2)                                                        6.6                8.5
  Number of people employed                                                       14,126              9,557
</TABLE>




(1) During 1994, the Company began accruing salvage and subrogation 
    recoverables.

(2) In 1994, the $71.0 million "supplemental reserve" was eliminated, increasing
    book value per share $.65, underwriting profit margin 3.2% and shareholders'
    equity $46.2 million.

(3) Represents the closing price at December 31.

(4) Net income minus preferred share dividends / average common shareholders'
    equity.

  All share and per share amounts were adjusted for the December 1992, 3 for 1
stock split.

The Progressive Corporation and Subsidiaries

                                       56

<PAGE>   59



<TABLE>
<CAPTION>
       1995             1994             1993             1992             1991             1990            1989            1988





<S>                <C>            <C>              <C>              <C>              <C>              <C>              <C>       
  $   1,314.4      $  1,100.2     $    1,053.7     $      994.7     $      901.7     $      827.4     $     787.7      $    685.5
      1,140.4           954.8            688.9            538.5            513.6            474.1           467.6           505.0
      1,055.1           945.1            701.9            658.3            676.7            636.7           578.1           495.0

          2.8             2.6              2.6              2.2              2.0              1.9             2.0             2.6
          1.2             1.2              1.5              1.5              1.3              1.3             1.4             1.4
         71.6            64.2             62.6             68.3             65.7             62.1            65.9            62.9
         21.4            22.4             25.4             29.8             33.5             31.1            31.4            33.2
  -----------      -----------     ------------     ------------     ------------     ------------     -----------      ----------
         93.0            86.6             88.0             98.1             99.2             93.2            97.3            96.1



  $   3,011.9     $   2,415.3     $    1,954.8     $    1,738.9     $    1,493.1     $    1,376.2     $   1,392.7      $  1,355.8
      5,352.5         4,675.1          4,011.3          3,440.9          3,317.2          2,912.4         2,643.7         2,316.3
      1,475.8         1,151.9            997.9            629.0            465.7            408.5           435.2           417.2
         72.1            71.2             72.1             67.1             63.3             69.3            76.2            80.7

  $    49 1/2     $    40 1/2     $     46 1/8     $     29 3/8     $     20 5/8     $     18 3/4     $    14 1/2      $   10 3/4
       34 3/4          27 3/4           26 5/8           14 3/4           15               11               7 1/2           7 1/4
       48 7/8          35               40 1/2           29 1/8           18               17 1/8           127/8           7 5/8
  $   3,523.9     $   2,492.0     $    2,920.1     $    1,954.3     $   1,139.4     $     1,186.8     $     981.1      $    615.3
  $     19.31     $     14.97     $      12.62     $       7.94     $      5.83     $        5.89     $      5.71      $     5.17
        19.6%            27.4%            36.0%            34.7%            6.7%             21.5%           17.4%           25.9%
  $    675.9      $     675.6     $      477.1     $      568.5     $     644.0     $       644.4     $     645.9      $    479.2
          31%              37%              32%              47%             58%               61%             60%             53%
         5.7             11.5             10.7              3.5            (3.7)              1.0            (1.2)            2.9
       8,025            7,544            6,101            5,591           6,918             6,370           6,049           5,854
</TABLE>



                                       57

<PAGE>   60



              TEN YEAR SUMMARY-GAAP CONSOLIDATED OPERATING RESULTS
               (not covered by report of independent accountants)



<TABLE>
<CAPTION>
                                                                (millions-except per share amounts)


                                                                      1997             1996
<S>                                                              <C>                <C>         
Direct premiums written:
  Personal lines                                                 $    4,355.9       $    3,165.4
  Commercial lines                                                      469.3              473.0
                                                                 ------------       ------------
Total direct premiums written                                         4,825.2            3,638.4
  Reinsurance assumed                                                    --                  3.8
  Reinsurance ceded                                                    (160.1)            (200.5)
                                                                 ------------       ------------
Net premiums written                                                  4,665.1            3,441.7
  Net change in unearned premiums reserve(1)                           (475.6)            (242.4)
                                                                 ------------       ------------
Premiums earned                                                       4,189.5            3,199.3
                                                                 ------------       ------------
Expenses:
  Losses and loss adjustment expenses(2)                              2,967.5            2,236.1
  Policy acquisition costs                                              607.8              482.6
  Other underwriting expenses                                           336.0              208.5
                                                                 ------------       ------------
Total underwriting expenses                                           3,911.3            2,927.2
Underwriting profit (loss) before taxes                                 278.2              272.1
Provision (benefit) for income taxes                                     97.4               95.2
                                                                 ------------       ------------
Underwriting profit (loss) after taxes                                  180.8              176.9
Service operations profit (loss) after taxes                               .9                2.8
                                                                 ------------       ------------
                                                                        181.7              179.7
Investment income after taxes                                           205.3              175.6
Net realized gains (losses) on security sales after taxes                64.0                4.6
Interest expense after taxes                                            (42.0)             (40.0)
Proposition 103 reserve reduction after taxes                            --                 --
Non-recurring items after taxes                                          --                 --
Other expenses after taxes(3)                                            (9.0)              (6.2)
                                                                 ------------       ------------
Income before tax adjustments and cumulative
   effect of accounting change                                          400.0              313.7
Tax adjustments(4)                                                       --                 --
Cumulative effect of accounting change(5)                                --                 --
                                                                 ------------       ------------
Net income                                                       $      400.0       $      313.7
                                                                 ============       ============
Per share(6)
  Net income(2)                                                  $       5.31       $       4.14
  Dividends                                                              .240               .230
Average equivalent shares
  Basic                                                                  72.0               71.6
  Diluted                                                                75.3               74.2
</TABLE>


(1) Amount represents change in unearned premiums reserve less change in prepaid
    reinsurance premiums.

(2) In 1994, the "supplemental reserve" was eliminated, resulting in a one-time
    decrease to losses and loss adjustment expenses of $71.0 million, or $.62 
    per share.

(3) Reflects investment expenses after taxes and other tax adjustments.

(4) 1991 reflects a deferred tax asset write-down and 1990 reflects a fresh 
    start tax benefit.

(5) Reflects adoption of SFAS 109, "Accounting for Income Taxes."

(6) Presented on a diluted basis. In 1997, the Company adopted SFAS 128, 
    "Earnings Per Share," and, as a result, restated prior periods per share 
    amounts, if applicable. See Note 1-Reporting and Accounting Policies for 
    further discussion.

All share and per share amounts were adjusted for the December 1992, 3 for 1
stock split.

The Progressive Corpoarion and Subsidiaries

                                       58

<PAGE>   61



<TABLE>
<CAPTION>
       1995             1994             1993             1992             1991             1990            1989            1988

<S>                <C>             <C>              <C>              <C>              <C>              <C>              <C>       
  $   2,644.6      $   2,181.7     $    1,548.9     $    1,214.6     $    1,047.4     $      876.0     $     800.1      $    817.0
        424.3            463.4            417.5            422.2            489.4            482.8           487.0           521.0
  -----------      -----------     ------------     ------------     ------------     ------------     -----------      ----------
      3,068.9          2,645.1          1,966.4          1,636.8          1,536.8          1,358.8         1,287.1         1,338.0
           .1              2.9              9.2              4.3               .1               .1             7.2             9.4
       (156.2)          (190.8)          (156.4)          (189.9)          (212.3)          (162.6)         (134.0)          (72.4)
  -----------      -----------     ------------     ------------     ------------     ------------     -----------      ----------
      2,912.8          2,457.2          1,819.2          1,451.2          1,324.6          1,196.3         1,160.3         1,275.0
       (185.6)          (266.1)          (150.5)           (25.1)           (37.7)            (5.1)           36.2           (59.6)
  -----------      -----------     ------------     ------------     ------------     ------------     -----------      ----------
      2,727.2          2,191.1          1,668.7          1,426.1          1,286.9          1,191.2         1,196.5         1,215.4
  -----------      -----------     ------------     ------------     ------------     ------------     -----------      ----------

      1,943.8          1,397.3          1,028.0            930.9            858.0            762.9           799.3           752.0
        459.6            391.5            311.6            304.1            313.7            292.7           296.7           321.3
        167.2            150.8            151.3            141.5            162.1            123.7           114.9           106.6
  -----------      -----------     ------------     ------------     ------------     ------------     -----------      ----------
      2,570.6          1,939.6          1,490.9          1,376.5          1,333.8          1,179.3         1,210.9         1,179.9
  -----------      -----------     ------------     ------------     ------------     ------------     -----------      ----------
        156.6            251.5            177.8             49.6            (46.9)            11.9           (14.4)           35.5
         54.8             88.0             62.2             16.9            (15.9)             4.0            (2.9)           10.0
  -----------      -----------     ------------     ------------     ------------     ------------     -----------      ----------
        101.8            163.5            115.6             32.7            (31.0)             7.9           (11.5)           25.5
          5.6              6.5              4.4             (2.8)            (1.4)             2.8             2.5            (1.3)
  -----------      -----------     ------------     ------------     ------------     ------------     -----------      ----------
        107.4            170.0            120.0             29.9            (32.4)            10.7            (9.0)           24.2
        156.2            131.2            107.1            110.4            121.1            126.4           135.3            91.3
         30.4             15.5             70.1              9.6              4.9             (8.4)            (.4)           12.3
        (37.1)           (35.9)           (25.8)           (29.4)           (31.6)           (32.0)          (32.5)          (10.5)
         --               --               --               70.0             --               --              --              --
         --               --               (2.6)           (42.6)            --               --              --              --
         (6.4)            (6.5)            (1.5)            (8.3)           (14.9)           (13.2)          (15.4)           (9.2)
  -----------      -----------     ------------     ------------     ------------     ------------     -----------      ----------

        250.5            274.3            267.3            139.6             47.1             83.5            78.0           108.1
         --               --               --               --              (14.2)             9.9            --              --
         --               --               --               14.2             --               --              --              --
  -----------      -----------     ------------     ------------     ------------     ------------     -----------      ----------
  $     250.5      $     274.3     $      267.3     $      153.8     $       32.9     $       93.4     $      78.0      $    108.1
  ===========      ===========     ============     ============     ============     ============     ===========      ==========

  $      3.26      $      3.59     $       3.59     $       2.08     $        .41     $       1.20     $       .94      $     1.23
         .220             .210             .200             .191             .172             .160            .147            .133

         71.8             71.6             69.3             60.7             65.4             72.3            79.5            84.0
         74.2             74.0             71.8             70.9             66.6             81.9            88.8            90.9
</TABLE>




                                       59

<PAGE>   62




<TABLE>
<S>                                    <C>                     <C>
 DIRECTORS                             POLICY TEAM             ANNUAL MEETING                                                      
                                                                                                                                   
 Milton N. Allen(1),(2)                Alan R. Bauer           The Annual Meeting of Shareholders will be held at the offices of   
 Director,                             Charles B. Chokel       The Progressive Corporation, 6671 Beta Drive, Mayfield Village, Ohio
 various corporations                  Allan W. Ditchfield     44143 on April 24, 1998, at 10:00 a.m. There were 4,093 shareholders
                                       W. Thomas Forrester     of record on December 31, 1997.                                     
 B. Charles Ames(1)                    William H. Graves                                                                           
 Principal,                            Moira A. Lardakis       PRINCIPAL OFFICE                                                    
 Clayton, Dubilier & Rice, Inc.        Daniel R. Lewis                                                                             
(investment banking)                   Peter B. Lewis          The principal office of The Progressive Corporation is at 6300      
                                       Robert J. McMillan      Wilson Mills Road, Mayfield Village, Ohio 44143       
 Charles A. Davis(1)                   Glenn M. Renwick        World Wide Web address: http://www.progressive.com                 
 Limited Partner,                      David M. Schneider                                                                          
 Goldman Sachs Group L.P.              Tiona M. Thompson       TOLL-FREE TELEPHONE NUMBERS                                         
(investment banking)                   Robert T. Williams                                                                          
                                                               For assistance after an accident or to report a loss, 24 hours a    
 Stephen R. Hardis(1),(2)                                      day, 7 days a week, call: 1-800-274-4499                         
 Chairman of the Board and Chief       GENERAL AND                                                                                 
 Executive Officer,                    COMMUNITY MANAGERS      For Progressive's smart new way to shop for auto insurance,         
 Eaton Corporation                                             available 24 hours a day, 7 days a week, call: 1 800 AUTO PRO(R)    
(manufacturing)                        Jeffrey W. Adler        (1-800-288-6776)                                                    
                                       Juan C. Andrade                                                                             
 Janet Hill(3)                         Mark H. Arnell          For 24 Hour Policy Service, call: 1-800-888-7764                    
 Vice President,                       John A. Barbagallo                                                                          
 Alexander & Associates, Inc.          Russell H. Beaty        COUNSEL                                                             
(management consulting) and            Jose R. Benitez                                                                             
 President,                            Charles C. Boucherle    Baker & Hostetler, Cleveland, Ohio                                  
 Staubach Alexander Hill, LLC          Alan D. Brannan                                                                             
(commercial real estate consulting)    Gerald E. Combs         TRANSFER AGENT AND REGISTRAR                                        
                                       William J. Conner                                                                           
 Peter B. Lewis(2)                     James C. Daues          If you have questions about a specific stock ownership account,     
 Chairman of the Board, President      John M. Davies          write or call: Corporate Trust Customer Service, National City Bank,
 and Chief Executive Officer           Brian C. Domeck         1900 East Ninth Street, Cleveland, Ohio 44114. Phone: 1-800-622-6757
                                       Brian J. Dwyer                                                                              
 Norman S. Matthews(3)                 Steven B. Gellen        COMMON SHARES                                                       
 Consultant,                           James F. Gerstner                                                                           
 formerly President,                   Meryl S. Golden         The Progressive Corporation's Common Shares (symbol PGR) are traded 
 Federated Department Stores, Inc.     Robin A. Harbage        on the New York Stock Exchange. Dividends are customarily paid on   
(retailing)                            Thomas H. Hollyer       the last day of each quarter.                                       
                                       Richard A. Hutchinson                                                                       
 Donald B. Shackelford(3)              Steven W. Jones         INTERIM REPORTING The Progressive Corporation no longer distributes 
 Chairman,                             Thomas A. King          quarterly shareholders' reports. To hear the text of the latest     
 State Savings Bank                    Jeffrey J. Knauff       earnings release, receive key financial information for the past    
(savings bank)                         James L. Lloyd          several quarters, receive dividend and other information, or request
                                       Timothy M. Madden       copies of public documents, shareholders can call 1-800-879-PROG.   
 Dr. Paul B. Sigler(3)                 Eric W. Neely           This toll-free shareholder services line is available 24 hours a    
 Professor, Yale University            Mark D. Niehaus         day, 7 days a week. Such information is also available from the     
 and Investigator,                     Brian J. Passell        Company's inter-net site: http://www.progressive.com                
 Howard Hughes Medical Institute       Anthony P. Pavia, Jr.                                                                       
(medical research and education)       Victor Politzi          INVESTOR RELATIONS                                                  
                                       David L. Pratt                                                                              
                                       Michael J. Randall      Any shareholder wishing to receive public financial information on  
 CORPORATE OFFICERS                    Chris C. Rebillot       the Company may write or call: The Progressive Corporation, Investor
                                       Gerald A. Rett          Relations, 6300 Wilson Mills Road, Box W33, Mayfield Village, Ohio  
 Peter B. Lewis, Chairman,             Robert J. Rose          44143. Phone: 440-446-2851                           
 President and                         David L. Roush          
 Chief Executive Officer               John P. Sauerland      
                                       Michael D. Sieger      
 David M. Schneider, Secretary         Brian A. Silva         
                                       David J. Skove         
 Charles B. Chokel, Treasurer          Michele A. Strub-Heer  
                                       Julia Clark Sweeney    
                                       Gregory J. Trapp       
(1) Audit Committee member             Richard H. Watts       
                                       Jeffrey G. West        
(2) Executive Committee member         Gerald I. Wilson       
                                       David W. Young         
(3) Executive Compensation             Scott W. Ziegler       
                                       
Committee member
</TABLE>




                                       60

<PAGE>   63



(C) 1998 The Progressive Corporation
Design: Nesnadny + Schwartz, Cleveland + New York + Toronto
Printing: Fortran Printing, Cleveland
[Recycle Logo]
Printed on Recycled Paper





<PAGE>   64


[PROGRESSIVE CORPORATION LOGO]

The Progressive Corporation
6300 Wilson Mills Road
Mayfield Village, Ohio 44143
www.progressive.com
440.461.5000





<PAGE>   1


Exhibit 21

                   SUBSIDIARIES OF THE PROGRESSIVE CORPORATION



<TABLE>
<CAPTION>
                                                                                        Jurisdiction
Name of Subsidiary                                                                      of Incorporation
- ------------------                                                                      ----------------

<S>                                                                                     <C>
Airy Insurance Center, Inc.                                                             Pennsylvania
Allied Insurance Agency, Inc.                                                           Ohio
Dealer Direct Financial Services, Inc.                                                  Texas
Express Quote Services, Inc.                                                            Florida
Garden Sun Insurance Services, Inc.                                                     Hawaii
Gold Key Insurance Agency                                                               California
Greenberg Financial Insurance Services, Inc.                                            California
Halcyon Insurance Company                                                               Ohio
Husky Sun Insurance Services, Inc.                                                      Washington
Insurance Confirmation Services, Inc.                                                   Delaware
Lakeside Insurance Agency, Inc.                                                         Ohio
Marathon Insurance Company                                                              California
Maryland Auto Insurance Solutions, Inc.                                                 Maryland
Midland Financial Group, Inc.                                                           Tennessee
     Agents Financial Services - Tennessee, Inc.                                        Tennessee
         Agents Financial Services - Arizona, Inc.                                      Arizona
         Agents Financial Services - Illinois, Inc. (90% owned)                         Illinois
         Agents Financial Services, Inc. (40% owned)                                    Florida
         Agents Financial Services - Pacific N.W., Inc.                                 Oregon
         Midland Financial Services - Texas, Inc.                                       Texas
     AutoSurance of America, Inc.                                                       Arizona
     Delta Claims Services, Inc.                                                        Tennessee
     Midland Financial Services, Inc.                                                   Louisiana
     Midland Risk Insurance Company                                                     Tennessee
         Specialty Risk Insurance
 Company                                               Tennessee
                  Midland Risk Services - Texas, Inc.                                   Texas
     Midland Risk Services, Inc.                                                        Tennessee
         Midland Risk Services - Arizona, Inc.                                          Arizona
                  Midland Risk Services - Nevada, Inc.                                  Nevada
         Midland Risk Insurance Services - California, Inc.                             California
         Midland Risk Services - Illinois, Inc. (85% owned)                             Illinois
         Midland Risk Services of Louisiana, Inc.                                       Louisiana
                           Midland Risk Services - Pacific N.W., Inc.                   Oregon
         Midland Risk Services - Tennessee, Inc.                                        Tennessee
Mountain Laurel Assurance Company                                                       Pennsylvania
Mountainside Insurance Agency, Inc.                                                     Colorado
National Continental Insurance Company                                                  New York
Pacific Motor Club                                                                      California
PCIC Canada Holdings, Ltd.                                                              Canada
     Progressive Casualty Insurance Company of Canada                                   Canada
Progny Agency, Inc.                                                                     New York
Progressive Adjusting Company, Inc.                                                     Ohio
Progressive American Insurance Company                                                  Florida
     Bayside Underwriters Insurance Agency, Inc.                                        Florida
     Progressive Gulf Insurance Company                                                 Mississippi
Progressive Classic Insurance Company                                                   Wisconsin
</TABLE>





<PAGE>   2



<TABLE>
<S>                                                                                     <C>
Progressive American Life Insurance Company                                             Ohio
     Progressive Life Insurance, Ltd.                                                   Turks & Caicos Islands
Progressive Auto Pro Insurance Company                                                  Florida
Progressive Bayside Insurance Company                                                   Florida
Progressive Casualty Insurance Company                                                  Ohio
     PC Investment Company                                                              Delaware
     Progressive Specialty Insurance Company                                            Ohio
Progressive Consumers Insurance Company                                                 Florida
Progressive DirecTrac Service Corp.                                                     Texas
Progressive Express Insurance Company                                                   Florida
Progressive Hawaii Insurance Corp.                                                      Hawaii
Progressive Insurance Agency, Inc.                                                      Ohio
Progressive International Holdings Corp.                                                Delaware
Progressive Investment Company, Inc.                                                    Delaware
     RRM Holdings, Inc.                                                                 Ohio
Progressive Max Insurance Company                                                       Ohio
Progressive Michigan Insurance Company                                                  Michigan
Progressive Mountain Insurance Company                                                  Colorado
Progressive Northeastern Insurance Company                                              New York
Progressive Northern Insurance Company                                                  Wisconsin
     Progressive Premier Insurance Company of Illinois                                  Illinois
     Progressive Universal Insurance Company of Illinois                                Illinois
Progressive Northwestern Insurance Company                                              Washington
Progressive Paloverde Insurance Company                                                 Arizona
Progressive Partners, Inc.                                                              New York
Progressive Preferred Insurance Company                                                 Ohio
Progressive Premium Budget, Inc.                                                        Ohio
Progressive Resources Services Company                                                  Ohio
Progressive Security Insurance Company                                                  Louisiana
Progressive Southeastern Insurance Company                                              Florida
Progressive West Insurance Company                                                      California
Silver Key Insurance Agency, Inc.                                                       Nevada
Tampa Insurance Services, Inc.                                                          Florida
The Paradyme Corporation                                                                Ohio
     United Financial Insurance Agency, Inc.                                            Ohio
     United Financial Insurance Agency, Inc.                                            Washington
The Progressive Agency, Inc.                                                            Virginia
United Financial Adjusting Company                                                      Ohio
     Progressive Vehicle Inspection Services, Inc. (50.1% owned)                        California
United Financial Casualty Company                                                       Missouri
Village Transport Corp.                                                                 Delaware
Wilson Mills Land Co.                                                                   Ohio
</TABLE>




Except as indicated, each subsidiary is wholly owned by its parent.




<PAGE>   1

Exhibit 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 1997, 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 24th day of March 1998.


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


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




<PAGE>   2


                                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 1997, 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 20th day of March, 1998.


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


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




<PAGE>   3


                                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 1997, 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 25th day of March, 1998.


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


/s/ Charles B. Chokel
- --------------------------
Charles B. Chokel                    Chief Financial Officer




<PAGE>   4


                                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 1997, 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 20th day of March, 1998.


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


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




<PAGE>   5


                                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 1997, 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 25th day of March, 1998.


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


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




<PAGE>   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 1997, 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 20th day of March, 1998.


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


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




<PAGE>   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 1997, 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 20th day of March, 1998.


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


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




<PAGE>   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 1997, 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 20th day of March, 1998.


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


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




<PAGE>   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 1997, 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 20th day of March, 1998.


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


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






<PAGE>   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 1997, 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 March, 1998.


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


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







<PAGE>   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 1997, 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 25th day of March, 1998.


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


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





<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF INCOME AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               DEC-31-1997
<DEBT-HELD-FOR-SALE>                         3,891,400
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                     969,600
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                               5,270,400
<CASH>                                          23,300
<RECOVER-REINSURE>                             317,500
<DEFERRED-ACQUISITION>                         259,600
<TOTAL-ASSETS>                               7,559,600
<POLICY-LOSSES>                              2,146,600
<UNEARNED-PREMIUMS>                          1,980,100
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                775,900
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        72,300
<OTHER-SE>                                   2,063,600
<TOTAL-LIABILITY-AND-EQUITY>                 7,559,600
<PREMIUMS>                                   4,189,500
<INVESTMENT-INCOME>                            265,000
<INVESTMENT-GAINS>                              98,500
<OTHER-INCOME>                                  45,300
<BENEFITS>                                   2,967,500
<UNDERWRITING-AMORTIZATION>                    607,800
<UNDERWRITING-OTHER>                           336,000
<INCOME-PRETAX>                                578,500
<INCOME-TAX>                                   178,500
<INCOME-CONTINUING>                            400,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   400,000
<EPS-PRIMARY>                                     5.56
<EPS-DILUTED>                                     5.31
<RESERVE-OPEN>                               1,532,900
<PROVISION-CURRENT>                          3,070,800
<PROVISION-PRIOR>                            (103,300)
<PAYMENTS-CURRENT>                           1,971,500
<PAYMENTS-PRIOR>
                               743,600
<RESERVE-CLOSE>                              1,867,500
<CUMULATIVE-DEFICIENCY>                      (103,300)
        

</TABLE>




<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF INCOME AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<RESTATED>
<MULTIPLIER>      1,000
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<DEBT-HELD-FOR-SALE>                         3,509,000
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                   1,079,300
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                               5,281,300
<CASH>                                          20,700
<RECOVER-REINSURE>                             362,200
<DEFERRED-ACQUISITION>                         268,200
<TOTAL-ASSETS>                               7,574,000
<POLICY-LOSSES>                              2,140,900
<UNEARNED-PREMIUMS>                          1,979,800
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                775,900
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        72,200
<OTHER-SE>                                   1,991,600
<TOTAL-LIABILITY-AND-EQUITY>                 7,574,000
<PREMIUMS>                                   2,982,200
<INVESTMENT-INCOME>                            198,400
<INVESTMENT-GAINS>                              67,700
<OTHER-INCOME>                                  34,500
<BENEFITS>                                   2,116,900
<UNDERWRITING-AMORTIZATION>                    433,600
<UNDERWRITING-OTHER>                           223,000
<INCOME-PRETAX>                                426,600
<INCOME-TAX>                                   131,800
<INCOME-CONTINUING>                            294,800
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   294,800
<EPS-PRIMARY>                                     4.10<F1>
<EPS-DILUTED>                                     3.92<F1>
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>
                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0
<FN>
<F1>Represents basic and diluted earnings per share as required by SFAS 128,
"Earnings per Share," which replaces primary and fully diluted earnings per
share as previously reported.
</FN>
        

</TABLE>




<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF INCOME AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<RESTATED>
<MULTIPLIER>     1,000
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<DEBT-HELD-FOR-SALE>                         3,335,700
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                     993,800
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                               4,969,500
<CASH>                                          18,600
<RECOVER-REINSURE>                             362,100
<DEFERRED-ACQUISITION>                         255,900
<TOTAL-ASSETS>                               7,138,200
<POLICY-LOSSES>                              2,082,000
<UNEARNED-PREMIUMS>                          1,863,400
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                775,900
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        72,000
<OTHER-SE>                                   1,830,000
<TOTAL-LIABILITY-AND-EQUITY>                 7,138,200
<PREMIUMS>                                   1,904,100
<INVESTMENT-INCOME>                            129,300
<INVESTMENT-GAINS>                              26,300
<OTHER-INCOME>                                  22,400
<BENEFITS>                                   1,360,000
<UNDERWRITING-AMORTIZATION>                    276,200
<UNDERWRITING-OTHER>                           133,500
<INCOME-PRETAX>                                256,900
<INCOME-TAX>                                    78,300
<INCOME-CONTINUING>                            178,600
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   178,600
<EPS-PRIMARY>                                     2.49<F1>
<EPS-DILUTED>                                     2.39<F1>
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>
                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0
<FN>
<F1>Represents basic and diluted earnings per share as required by SFAS 128,
"Earnings per Share," which replaces primary and fully diluted earnings per
share as previously reported.
</FN>
        

</TABLE>




<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF INCOME AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<RESTATED>
<MULTIPLIER>     1,000
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<DEBT-HELD-FOR-SALE>                         3,589,200
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                     940,400
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                               4,677,800
<CASH>                                          28,300
<RECOVER-REINSURE>                             376,800
<DEFERRED-ACQUISITION>                         230,300
<TOTAL-ASSETS>                               6,704,800
<POLICY-LOSSES>                              1,999,000
<UNEARNED-PREMIUMS>                          1,671,300
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                775,800
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        71,800
<OTHER-SE>                                   1,669,300
<TOTAL-LIABILITY-AND-EQUITY>                 6,704,800
<PREMIUMS>                                     894,300
<INVESTMENT-INCOME>                             62,600
<INVESTMENT-GAINS>                             (3,300)
<OTHER-INCOME>                                  11,400
<BENEFITS>                                     635,200
<UNDERWRITING-AMORTIZATION>                    128,600
<UNDERWRITING-OTHER>                            65,800
<INCOME-PRETAX>                                108,100
<INCOME-TAX>                                    31,600
<INCOME-CONTINUING>                             76,500
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    76,500
<EPS-PRIMARY>                                     1.07<F1>
<EPS-DILUTED>                                     1.02<F1>
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>
                                      0
<CUMULATIVE-DEFICIENCY>                              0
<FN>
<F1>Represents basic and diluted earnings per share as required by SFAS 128,
"Earnings per Share," which replaces primary and fully diluted earnings per
share as previously reported.
</FN>
        

</TABLE>




<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF INCOME AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<RESTATED>
<MULTIPLIER>     1,000
<S>                             <C>
<PERIOD-TYPE>                   YEAR 
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<DEBT-HELD-FOR-SALE>                         3,409,200
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                     881,700
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                               4,450,600
<CASH>                                          15,400
<RECOVER-REINSURE>                             310,000
<DEFERRED-ACQUISITION>                         200,100
<TOTAL-ASSETS>                               6,183,900
<POLICY-LOSSES>                              1,800,600
<UNEARNED-PREMIUMS>                          1,467,300
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                775,700
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        71,500
<OTHER-SE>                                   1,605,400
<TOTAL-LIABILITY-AND-EQUITY>                 6,183,900
<PREMIUMS>                                   3,199,300
<INVESTMENT-INCOME>                            219,700
<INVESTMENT-GAINS>                               7,100 
<OTHER-INCOME>                                  46,200
<BENEFITS>                                   2,236,100
<UNDERWRITING-AMORTIZATION>                    482,600
<UNDERWRITING-OTHER>                           208,500
<INCOME-PRETAX>                                441,700
<INCOME-TAX>                                   128,000
<INCOME-CONTINUING>                            313,700
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   313,700
<EPS-PRIMARY>                                     4.29<F1>
<EPS-DILUTED>                                     4.14<F1>
<RESERVE-OPEN>                               1,314,400
<PROVISION-CURRENT>                          2,341,900
<PROVISION-PRIOR>                             (105,800)
<PAYMENTS-CURRENT>
                           1,424,700
<PAYMENTS-PRIOR>                               592,900
<RESERVE-CLOSE>                              1,532,900
<CUMULATIVE-DEFICIENCY>                       (105,800)
<FN>
<F1>Represents basic and diluted earnings per share as required by SFAS 128,
"Earnings per Share," which replaces primary and fully diluted earnings per
share as previously reported.
</FN>
        

</TABLE>




<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF INCOME AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<RESTATED>
<MULTIPLIER>     1,000
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<DEBT-HELD-FOR-SALE>                         3,350,000
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                     774,300
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                               4,249,000
<CASH>                                           9,300
<RECOVER-REINSURE>                             319,300
<DEFERRED-ACQUISITION>                         196,900
<TOTAL-ASSETS>                               5,987,200
<POLICY-LOSSES>                              1,764,100
<UNEARNED-PREMIUMS>                          1,449,400
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                775,600
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        71,400
<OTHER-SE>                                   1,478,400
<TOTAL-LIABILITY-AND-EQUITY>                 5,987,200
<PREMIUMS>                                   2,344,000
<INVESTMENT-INCOME>                            158,600
<INVESTMENT-GAINS>                               1,200 
<OTHER-INCOME>                                  32,600
<BENEFITS>                                   1,636,700
<UNDERWRITING-AMORTIZATION>                    359,500
<UNDERWRITING-OTHER>                           153,900
<INCOME-PRETAX>                                310,100
<INCOME-TAX>                                    88,100
<INCOME-CONTINUING>                            222,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   222,000
<EPS-PRIMARY>                                     3.01<F1>
<EPS-DILUTED>                                     2.91<F1>
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0 
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>
                                      0
<CUMULATIVE-DEFICIENCY>                              0 
<FN>
<F1>Represents basic and diluted earnings per share as required by SFAS 128,
"Earnings per Share," which replaces primary and fully diluted earnings per
share as previously reported.
</FN>
        

</TABLE>




<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF INCOME AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<RESTATED>
<MULTIPLIER>     1,000
<S>                             <C>
<PERIOD-TYPE>                   6-MOS       
<FISCAL-YEAR-END>                          DEC-31-1996                  
<PERIOD-START>                             JAN-01-1996            
<PERIOD-END>                               JUN-30-1996           
<DEBT-HELD-FOR-SALE>                         3,091,200
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                     680,100
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                               4,069,000
<CASH>                                          11,200
<RECOVER-REINSURE>                             315,800
<DEFERRED-ACQUISITION>                         193,900
<TOTAL-ASSETS>                               5,793,700
<POLICY-LOSSES>                              1,693,300
<UNEARNED-PREMIUMS>                          1,399,400
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                775,600
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        71,300
<OTHER-SE>                                   1,388,200
<TOTAL-LIABILITY-AND-EQUITY>                 5,793,700
<PREMIUMS>                                   1,516,500
<INVESTMENT-INCOME>                            103,000
<INVESTMENT-GAINS>                               4,700 
<OTHER-INCOME>                                  19,800
<BENEFITS>                                   1,064,100
<UNDERWRITING-AMORTIZATION>                    239,500
<UNDERWRITING-OTHER>                            92,200
<INCOME-PRETAX>                                197,300
<INCOME-TAX>                                    55,500
<INCOME-CONTINUING>                            141,800
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   141,800
<EPS-PRIMARY>                                     1.89<F1>
<EPS-DILUTED>                                     1.83<F1>
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0 
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>
                                      0
<CUMULATIVE-DEFICIENCY>                              0 
<FN>
<F1>Represents basic and diluted earnings per share as required by SFAS 128,
"Earnings per Share," which replaces primary and fully diluted earnings per
share as previously reported.
</FN>
        

</TABLE>




<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF INCOME AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER>     1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<DEBT-HELD-FOR-SALE>                         3,120,400
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                     698,500
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                               4,067,400
<CASH>                                          13,900
<RECOVER-REINSURE>                             333,700
<DEFERRED-ACQUISITION>                         186,200
<TOTAL-ASSETS>                               5,686,700
<POLICY-LOSSES>                              1,653,800
<UNEARNED-PREMIUMS>                          1,295,800
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                675,900
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                     78,400
<COMMON>                                        72,200
<OTHER-SE>                                   1,356,000
<TOTAL-LIABILITY-AND-EQUITY>                 5,686,700
<PREMIUMS>                                     732,000
<INVESTMENT-INCOME>                             50,900
<INVESTMENT-GAINS>                               4,900 
<OTHER-INCOME>                                   9,400
<BENEFITS>                                     525,400
<UNDERWRITING-AMORTIZATION>                    120,100
<UNDERWRITING-OTHER>                            41,000
<INCOME-PRETAX>                                 87,100
<INCOME-TAX>                                    23,800
<INCOME-CONTINUING>                             63,300
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    63,300
<EPS-PRIMARY>                                      .85<F1>
<EPS-DILUTED>                                      .82<F1>
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0 
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>
                                      0
<CUMULATIVE-DEFICIENCY>                              0 
<FN>
<F1>Represents basic and diluted earnings per share as required by SFAS 128,
"Earnings per Share," which replaces primary and fully diluted earnings per
share as previously reported.
</FN>
        

</TABLE>




<TABLE> <S> <C>


<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF INCOME AND IS QUALIFIED IN ITS 
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<DEBT-HELD-FOR-SALE>                         2,772,900
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                     692,300
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                               3,768,000
<CASH>                                          16,200
<RECOVER-REINSURE>                             338,100
<DEFERRED-ACQUISITION>                         181,900
<TOTAL-ASSETS>                               5,352,500
<POLICY-LOSSES>                              1,610,500
<UNEARNED-PREMIUMS>                          1,209,600
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                675,900
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                     83,600
<COMMON>                                        72,100
<OTHER-SE>                                   1,320,100
<TOTAL-LIABILITY-AND-EQUITY>                 5,352,500
<PREMIUMS>                                   2,727,200
<INVESTMENT-INCOME>                            191,000
<INVESTMENT-GAINS>                              46,700
<OTHER-INCOME>                                  38,900
<BENEFITS>                                   1,943,800
<UNDERWRITING-AMORTIZATION>                    459,600
<UNDERWRITING-OTHER>                           167,200
<INCOME-PRETAX>                                345,900
<INCOME-TAX>                                    95,400
<INCOME-CONTINUING>                            250,500
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   250,500
<EPS-PRIMARY>                                     3.37<F1>
<EPS-DILUTED>                                     3.26<F1>
<RESERVE-OPEN>                               1,098,700
<PROVISION-CURRENT>                          2,002,100
<PROVISION-PRIOR>                             (56,600)
<PAYMENTS-CURRENT>
                           1,204,500
<PAYMENTS-PRIOR>                               525,300
<RESERVE-CLOSE>                              1,314,400
<CUMULATIVE-DEFICIENCY>                       (56,600)
<FN>
<F1>Represents basic and diluted earnings per share as required by SFAS 128, 
"Earnings per Share," which replaces primary and fully diluted earnings per
share as previously reported.                         
</FN>
        

</TABLE>