<PAGE>

                                                                    EXHIBIT 4(d)

        Amended Articles of Incorporation, as amended, of the Registrant


                                   CERTIFICATE
                                       OF
                        AMENDED ARTICLES OF INCORPORATION
                                       OF
                           THE PROGRESSIVE CORPORATION



     PETER B. LEWIS, Chairman of the Board, and DAVID M. SCHNEIDER, Secretary,
of The Progressive Corporation, an Ohio corporation (the "Corporation"), with
its principal office at Mayfield Village, Cuyahoga County, Ohio, do hereby
certify that on April 20, 1984, in order to consolidate the Corporation's
existing Articles of Incorporation and all previously adopted amendments thereto
that were in force at that time, the directors of the Corporation, at a meeting
duly called and held, duly adopted, pursuant to the authority of Ohio Code
Section 1701.72(B), the Amended Articles of Incorporation attached hereto as
Exhibit I, to supersede and take the place of the existing Articles of
Incorporation and all amendments thereto. A true and correct copy of the
resolution as adopted by the directors of the Corporation is attached hereto as
Exhibit II.

     IN WITNESS WHEREOF, said PETER B. LEWIS, Chairman of the Board, and DAVID
M. SCHNEIDER, Secretary, of The Progressive Corporation, acting for and in
behalf of said Corporation, have hereunto subscribed their names this 20th day
of April, 1984.


                                         /s/ Peter B. Lewis
                                         --------------------------------------
                                         Peter B. Lewis, Chairman of the Board


                                         /s/ David M. Schneider
                                         --------------------------------------
                                         David M. Schneider, Secretary



                                      -1-
<PAGE>


                                    EXHIBIT I

                        AMENDED ARTICLES OF INCORPORATION
                                       OF
                           THE PROGRESSIVE CORPORATION

     FIRST: The name of said corporation shall be THE PROGRESSIVE CORPORATION.

     SECOND: The place in the State of Ohio where its principal office is to be
located is Mayfield Village, Cuyahoga County.

     THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be formed under Sections 1701.01 to 1701.98,
inclusive, of the Ohio Revised Code.

     FOURTH: SECTION 1. AUTHORIZED SHARES. The aggregate number of shares which
the corporation shall have authority to issue is 22,000,000 shares, consisting
of 2,000,000 Non-Voting Preferred Shares, without par value, and 20,000,000
Common Shares, $1.00 par value.

     SECTION 2. ISSUANCE OF PREFERRED SHARES. The Board of Directors is
authorized at any time, and from time to time, to provide for the issuance of
Non-Voting Preferred Shares in one or more series, and to determine the
designations, preferences, limitations and relative or other rights of the
Non-Voting Preferred Shares or any series thereof. For each series, the Board of
Directors shall determine, by resolution or resolutions adopted prior to the
issuance of any shares thereof, the designations, preferences, limitations and
relative or other rights thereof, including but not limited to the following
relative rights and preferences, as to which there may be variations among
different series:

     A.   the division of such shares into series and the designation and
          authorized number of shares of each series,

     B.   the dividend rate,

     C.   the dates of payment of dividends and the dates from which they are
          cumulative,

     D.   liquidation price,

     E.   redemption rights and price,

     F.   sinking fund requirements,

     G.   conversion rights, and

     H.   restrictions on the issuance of such shares.

     Prior to the issuance of any shares of a series, but after adoption by the
Board of Directors of the resolution establishing such series, the appropriate
officers of the corporation shall file such documents with the State of Ohio as
may be required by law including, without limitation, an amendment to these
Articles of Incorporation.

     SECTION 3. COMMON SHARES. Each Common Share shall entitle the holder
thereof to one vote, in person or by proxy, at any and all meetings of the
shareholders of the corporation, on all meetings of the shareholders of the
corporation, on all propositions before such meetings. Each Common Share shall
be entitled to participate equally in such dividends as may be declared by the
Board of Directors out of funds legally available therefor, and to participate
equally in all distributions of assets upon liquidation.


                                      -2-

<PAGE>


     FIFTH: No holder of shares of the corporation of any class shall be
entitled as such, as a matter of right, to subscribe for or purchase shares of
any class, now or hereafter authorized, or to subscribe for or purchase
securities convertible into or exchangeable for shares of the corporation or to
which shall be attached or appertain any warrants or rights entitling the holder
thereof to subscribe for or purchase shares, except such rights of subscription
or purchase, if any, for such considerations and upon such terms and conditions
as its Board of Directors from time to time may determine.

     SIXTH: Except as otherwise provided in these Articles of Incorporation or
the Code of Regulations of the corporation, notwithstanding any provisions in
Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code, now or
hereafter in effect, requiring for any purpose the vote, consent, waiver or
release of the holders of a designated proportion (but less than all) of the
share of the corporation or any of particular class or classes of shares, as the
case may be, the vote, consent, waiver or release of the holders of shares
entitling them to exercise a majority of the voting power of the shares of the
corporation or of any class or classes of shares, as the case may be, shall be
required and sufficient for any such purpose, except that the affirmative vote
of the holders of record of 75 percent of the shares having voting power with
respect to any such proposal shall be required to amend, alter, change or repeal
Article NINTH of these Articles or the provisions of this Article SIXTH dealing
with the amendment, alteration, change or repeal of Article NINTH.

     SEVENTH: To the extent permitted by law, the corporation, by action of its
Board of Directors, may purchase or otherwise acquire shares of any class issued
by it at such times, for such considerations and upon such terms and conditions
as its Board of Directors may determine.

     EIGHTH: These Amended Articles of Incorporation shall supersede and take
the place of the heretofore existing Articles of Incorporation of the
corporation and all amendments thereto.

     NINTH: The affirmative vote of the holders of record of 75 percent of the
shares having voting power with respect to any such proposal AND the affirmative
vote of a majority of such holders of record other than shares held or
beneficially owned by a "Related Person" (as hereinafter defined) shall be
required for the approval or authorization of any "Business Combination" (as
hereinafter defined) of the corporation with any Related Person; provided,
however, that the 75 percent voting requirement and the majority voting
requirement of holders of record of shares other than a Related Person shall not
be applicable if:

          1. A majority of the "Continuing Directors" of the Corporation (as
     hereinafter defined) have approved the Business Combination; or

          2. The Business Combination is a merger or consolidation and the cash
     or fair market value of the property, securities or other consideration to
     be received per share by holders of Common Shares of the corporation in the
     Business Combination is not less than the highest per share price (with
     appropriate adjustments for recapitalization and for share splits, share
     dividends and like distributions), paid by the Related Person in acquiring
     any of its holdings of the corporation's Common Shares.

          For the purposes of this Article NINTH:

          (a) The term "Business Combination" shall mean (i) any merger or
     consolidation of the corporation or a subsidiary with or into a Related
     Person, (ii) any sale, lease, exchange, transfer or other disposition,
     including without limitation, a mortgage or any other security device, of
     all or any "Substantial Part" (as hereinafter defined) of the assets either
     of the corporation (including without limitation any voting securities of a
     subsidiary) or of a subsidiary, to a Related Person, (iii) any merger or
     consolidation of a Related Person with or into the


                                      -3-


<PAGE>


     corporation or a subsidiary of the corporation, (iv) any sale, lease,
     exchange, transfer or other disposition of all or any Substantial Part of
     the assets of a Related Person to the corporation or a subsidiary of the
     corporation, (v) the issuance of any securities of the corporation or a
     subsidiary of the corporation to a Related Person, (vi) any
     recapitalization that would have the effect of increasing the voting power
     of a Related Person, and (vii) any agreement, contract or other arrangement
     providing for any of the transactions described in this definition of
     Business Combination.

          (b) The term "Related Person" shall mean and include any individual,
     corporation, partnership or other person or entity which, together with its
     "Affiliates" and "Associates" (as defined on September 1, 1982 at Rule
     12b-2 under the Securities Exchange Act of 1934), "Beneficially Owns" (as
     defined on September 1, 1982 at Rule 13d-3 under the Securities Exchange
     Act of 1934) in the aggregate 20 percent or more of the outstanding Common
     Shares of the corporation, and any Affiliate or Associate of any such
     individual, corporation, partnership or other person or entity.

          (c) The term "Substantial Part" shall mean more than 30 percent of the
     fair market value of the total assets of the corporation in question, as of
     the end of its most recent fiscal year ending prior to the time the
     determination is being made.

          (d) Without limitation, any Common Shares of the corporation that any
     Related Person has the right to acquire pursuant to any agreement, or upon
     exercise of conversion rights, warrants or options, or otherwise, shall be
     deemed beneficially owned by the Related Person.

          (e) For the purposes of sub-paragraph (2) of this Article NINTH, the
     term "other consideration to be received" shall include, without
     limitation, Common Shares of the corporation retained by its existing
     public shareholders in the event of a Business Combination in which the
     corporation is the surviving corporation.

          (f) The term "Continuing Director" shall mean a director who was a
     member of the Board of Directors of the corporation immediately prior to
     the time that the Related Person involved in a Business Combination became
     a Related Person.


                                      -4-


<PAGE>


                                   EXHIBIT II
                           THE PROGRESSIVE CORPORATION
                              DIRECTORS RESOLUTION

     RESOLVED, that to consolidate the Company's existing Articles of
Incorporation and all previously adopted amendments thereto, the Amended
Articles of Incorporation presented to this meeting are hereby adopted to
supersede and take the place of the existing Articles and all amendments
thereto.



                                       -5-


<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       TO
                      THE AMENDED ARTICLES OF INCORPORATION
                                       OF
                           THE PROGRESSIVE CORPORATION


     PETER B. LEWIS, Chairman of the Board, and DAVID M. SCHNEIDER, Secretary,
of The Progressive Corporation, an Ohio corporation for profit with its
principal office at Mayfield Village, Cuyahoga County, Ohio (the "Company"),do
hereby certify that a meeting of the shareholders of the Company was duly called
and held on April 25, 1986, at which meeting a quorum of the shareholders was
present in person or by proxy, and by the affirmative vote of the holders of
shares entitling them to exercise a majority of the voting power of the Company
on proposals to amend the Company's Amended Articles of Incorporation, the
following resolution was adopted:

          RESOLVED, that Article FOURTH of the Company's Amended Articles of
     Incorporation be, and the same hereby is, amended to be and read in its
     entirety as follows:

               FOURTH: SECTION 1. AUTHORIZED SHARES. The aggregate number of
          shares which the corporation shall have authority to issue is
          52,000,000 shares, consisting of 2,000,000 Non-Voting Preferred
          Shares, without par value, and 50,000,000 Common Shares, $1.00 par
          value.

               SECTION 2. ISSUANCE OF PREFERRED SHARES. The Board of Directors
          is authorized at any time, and from time to time, to provide for the
          issuance of Non-Voting Preferred Shares in one or more series, and to
          determine the designations, preferences, limitations and relative or
          other rights of the Non-Voting Preferred Shares or any series thereof.
          For each series, the Board of Directors shall determine, by resolution
          or resolutions adopted prior to the issuance of any shares thereof,
          the designations, preferences, limitations and relative or other
          rights thereof, including but not limited to the following relative
          rights and preferences, as to which there may be variations among
          different series:

          A.   the division of such shares into series and the designation and
               authorized number of shares of each series,

          B.   the dividend rate,

          C.   the dates of payment of dividends and the dates from which they
               are cumulative,

          D.   liquidation price,

          E.   redemption rights and price,

          F.   sinking fund requirements,

          G.   conversion rights, and

          H.   restrictions on the issuance of such shares.

          Prior to the issuance of any shares of a series, but after adoption by
          the Board of Directors of the


                                      -6-

<PAGE>


          resolution establishing such series, the appropriate officers of the
          corporation shall file such documents with the State of Ohio as may be
          required by law including, without limitation, an amendment to these
          Amended Articles of Incorporation.

               SECTION 3. COMMON SHARES. Each Common Share shall entitle the
          holder hereof to one vote, in person or by proxy, at any and all
          meetings of the shareholders of the corporation, on all propositions
          before such meetings. Each Common Share shall be entitled to
          participate equally in such dividends as may be declared by the Board
          of Directors out of funds legally available therefor, and to
          participate equally in all distributions of assets upon liquidation.

     IN WITNESS WHEREOF, said PETER B. LEWIS, Chairman of the Board, and DAVID
M. SCHNEIDER, Secretary, of The Progressive Corporation, acting for and in
behalf of said corporation, have hereunto subscribed their names this 25th day
of April, 1986.


                                             /s/ Peter B. Lewis
                                             --------------------------------
                                             Peter B. Lewis, Chairman


                                             /s/ David M. Schneider
                                             --------------------------------
                                             David M. Schneider, Secretary



                                      -7-


<PAGE>



                            CERTIFICATE OF AMENDMENT
                                       TO
                      THE AMENDED ARTICLES OF INCORPORATION
                                       OF
                           THE PROGRESSIVE CORPORATION


     PETER B. LEWIS, Chairman of the Board, and DAVID M. SCHNEIDER, Secretary,
of The Progressive Corporation, an Ohio corporation for profit with its
principal office at 6300 Wilson Mills Road, Mayfield Village, Cuyahoga County,
Ohio (the "Company"), do hereby certify that a meeting of the shareholders of
the Company was duly called and held on April 24, 1987, at which meeting a
quorum of the shareholders was present in person or by proxy, and by the
affirmative vote of the holders of shares entitling them to exercise a majority
of the voting power of the Company on proposals to amend the Company's Amended
Articles of incorporation, the following resolution was adopted:

          RESOLVED, that Article FOURTH of the Company's Amended Articles of
     Incorporation be, and the same hereby is, amended to be and read in its
     entirety as follows:

               FOURTH: SECTION 1. AUTHORIZED SHARES. The aggregate number of
          shares which the corporation shall have authority to issue is
          110,000,000 shares, consisting of 10,000,000 Non-Voting Preferred
          Shares, without par value, and 100,000,000 Common Shares, $1.00 par
          value.

               SECTION 2. ISSUANCE OF PREFERRED SHARES. The Board of Directors
          is authorized at any time, and from time to time, to provide for the
          issuance of Non-Voting Preferred Shares in one or more series, and to
          determine the designations, preferences, limitations and relative or
          other rights of the Non-Voting Preferred Shares or any series thereof.
          For each series, the Board of Directors shall determine, by resolution
          or resolutions adopted prior to the issuance of any shares thereof,
          the designations, preferences, limitations and relative or other
          rights thereof, including but not limited to the following relative
          rights and preferences, as to which there may be variations among
          different series:

          A.   the division of such shares into series and the designation and
               authorized number of shares of each series,

          B.   the dividend rate,

          C.   the dates of payment of dividends and the dates from which they
               are cumulative,

          D.   liquidation price,

          E.   redemption rights and price,

          F.   sinking fund requirements,

          G.   conversion rights, and

          H.   restrictions on the issuance of such shares.


                                      -8-

<PAGE>


          Prior to the issuance of any shares of a series, but after adoption by
          the Board of Directors of the resolution establishing such series, the
          appropriate officers of the corporation shall file such documents with
          the State of Ohio as may be required by law including, without
          limitation, an amendment to these Amended Articles of Incorporation.

               SECTION 3. COMMON SHARES. Each Common Share shall entitle the
          holder thereof to one vote, in person or by proxy, at any and all
          meetings of the shareholders of the corporation, on all propositions
          before such meetings. Each Common Share shall be entitled to
          participate equally in such dividends as may be declared by the Board
          of Directors out of funds legally available therefor, and to
          participate equally in all distributions of assets upon liquidation.

     IN WITNESS WHEREOF, said PETER B. LEWIS, Chairman of the Board, and DAVID
M. SCHNEIDER, Secretary, of The Progressive Corporation, acting for and in
behalf of said corporation, have hereunto subscribed their names this 24th day
of April, 1987.



                                            /s/ Peter B. Lewis
                                            --------------------------------
                                            Peter B. Lewis, Chairman

                                            /s/ David M. Schneider
                                            --------------------------------
                                            David M. Schneider, Secretary


                                      -9-


<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       TO
                        AMENDED ARTICLES OF INCORPORATION
                                       OF
                           THE PROGRESSIVE CORPORATION

     PETER B. LEWIS, President, and DAVID M. SCHNEIDER, Secretary, of The
Progressive Corporation, an Ohio corporation for profit with its principal
office at Mayfield Village, Cuyahoga County, Ohio (the "Company"), do hereby
certify that a meeting of the Shareholders of the Company was duly called and
held on April 19, 1991, at which meeting a quorum of the shareholders was
present in person or by proxy, and by the affirmative vote of the holders of
shares entitling them to exercise a majority of the voting power of the Company
on a proposal to amend the Company's Amended Articles of Incorporation, the
following resolution was adopted:

     RESOLVED, that Article Fourth of the Company's Amended Articles of
Incorporation be, and the same hereby is, deleted in its entirety and there is
substituted therefor the following:

     Article Fourth. The authorized number of shares of the corporation is
     125,000,000, consisting of 20,000,000 Serial Preferred Shares, without par
     value (hereinafter called "Serial Preferred Shares"), 5,000,000 Voting
     Preference Shares, without par value (hereinafter called "Voting Preference
     Shares"), and 100,000,000 Common Shares, $1.00 par value (hereinafter
     called "Common Shares").

                                   DIVISION A

     The Serial Preferred Shares shall have the following express terms:

     Section 1. Series. The Serial Preferred Shares may be issued from time to
time in one or more series. All shares of Serial Preferred Shares shall be of
equal rank and shall be identical, except in respect of the matters that may be
fixed by the Board of Directors as hereinafter provided, and each share of a
series shall be identical with all other shares of such series, except as to the
dates from which dividends shall accrue and be cumulative. All Serial Preferred
Shares shall rank on a parity with and be identical to all Voting Preference
Shares except in respect of (i) the matters that may be fixed by the Board of
Directors as provided in clauses (a) through (i), both inclusive, of this
Section and (ii) the voting rights and provisions for consents relating to
Serial Preferred Shares as fixed and determined by Section 5 of this Division.
Subject to the provisions of Sections 2 through 7, both inclusive, of this
Division, which provisions shall apply to all Serial Preferred Shares, the Board
of Directors hereby is authorized to cause such shares to be issued in one or
more series and with respect to each such series to determine and fix prior to
the thereof (and thereafter, to the extent provided in clause (b) of this
Section) the following:

          (a) The designation of the series, which may be by distinguishing
     number, letter or title;

          (b) The authorized number of shares of the series, which number the
     Board of Directors may (except where otherwise provided in the creation of
     the series) increase or decrease from time to time before or after the
     issuance thereof (but not below the number of shares thereof then
     outstanding);

          (c) The dividend rate or rates of the series;

          (d) The dates on which and the period or periods for which dividends,
     if declared, shall be payable and the date or dates from which dividends
     shall accrue and be cumulative;


                                      -10-

<PAGE>


          (e) The redemption rights and price or prices, if any, for shares of
     the series;

          (f) The terms and amount of the sinking fund, if any, for the purchase
     or redemption of shares of the series;

          (g) The amounts payable on shares of the series in the event of any
     voluntary or involuntary liquidation, dissolution or winding up of the
     affairs of the corporation;

          (h) Whether the shares of the series shall be convertible into Common
     Shares or shares of any other class and, if so, the conversion rate or
     rates or price or prices, any adjustments thereof and all other terms and
     conditions upon which such conversion may be made; and

          (i) Restrictions (in addition to those set forth in Subsection 5(c) of
     this Division) on the issuance of shares of the same series or of any other
     class or series.

     The Board of Directors is authorized to adopt from time to time amendments
to the Amended Articles of Incorporation fixing, with respect to each such
series, the matters described in clauses (a) through (i), both inclusive, of
this Section and is authorized to take such actions with respect thereto as may
be required by law in order to effect such amendments.

     Section 2. Dividends.

          (a) The holders of Serial Preferred Shares of each series, in
     preference to the holders of Common Shares and of any other class of shares
     ranking junior to the Serial Preferred Shares, shall be entitled to receive
     out of any funds legally available for Serial Preferred Shares and Voting
     Preference Shares and when and as declared by the Board of Directors,
     dividends in cash at the rate or rates for such series fixed in accordance
     with the provisions of Section 1 of this Division and no more, payable on
     the dates fixed for such series. Such dividends shall accrue and be
     cumulative, in the case of shares of each particular series, from and after
     the date or dates fixed with respect to such series. No dividends shall be
     paid upon or declared or set apart for any series of the Serial Preferred
     Shares for any dividend period unless at the same time.

               (1) a like proportionate dividend for the dividend periods
          terminating on the same or any earlier date, ratably in proportion to
          the respective dividend rates fixed therefor, shall have been paid
          upon or declared or set apart for all Serial Preferred Shares of all
          series then issued and outstanding and entitled to receive such
          dividend and

               (2) the dividends payable for the dividend periods terminating on
          the same or any earlier date, ratably in proportion to the respective
          dividend rates fixed therefor, shall have been paid upon or declared
          or set apart for all Voting Preference Shares of all series then
          issued and outstanding and entitled to receive such dividend.

          (b) So long as any Serial Preferred Shares shall be outstanding no
     dividend, except a dividend payable in Common Shares or other shares
     ranking junior to the Serial Preferred Shares, shall be paid or declared or
     any distribution be made, except as aforesaid, in respect of the Common
     Shares or any other shares ranking junior to the Serial Preferred Shares,
     nor shall any Common Shares or any other shares ranking junior to the
     Serial Preferred Shares be purchased, retired or otherwise acquired by the
     corporation, except out of the proceeds of the sale of Common Shares or
     other shares of the corporation ranking junior to the Serial Preferred
     Shares received by the corporation subsequent to the date of first issuance
     of Serial Preferred Shares of any series, unless:


                                      -11-

<PAGE>


               (1) All accrued and unpaid dividends on Serial Preferred Shares,
          including the full dividends for all current dividend periods, shall
          have been declared and paid or a sum sufficient for payment thereof
          set apart; and

               (2) There shall be no arrearages with respect to the redemption
          of Serial Preferred Shares of any series from any sinking fund
          provided for shares of such series in accordance with the provisions
          of Section 1 of this Division.

     Section 3. Redemption.

          (a) Subject to the express terms of each series and to the provisions
     of Subsection 5(c)(3) of this Division, the corporation:

               (1) May, from time to time at the option of the Board of
          Directors, redeem all or any part of any redeemable series of Serial
          Preferred Shares at the time outstanding at the applicable redemption
          price for such series fixed in accordance with the provisions of
          Section 1 of this Division; and

               (2) Shall, from time to time, make such redemptions of each
          series of Serial Preferred Shares as may be required to fulfill the
          requirements of any sinking fund provided for shares of such series at
          the applicable sinking fund redemption price fixed in accordance with
          the provisions of Section 1 of this Division;

     and shall in each case pay all accrued and unpaid dividends to the
     redemption date.

          (b) (1) Notice of every such redemption shall be mailed, postage
          prepaid, to the holders of record of the Serial Preferred Shares to be
          redeemed at their respective addresses then appearing on the books of
          the corporation, not less than 30 days nor more than 60 days prior to
          the date fixed for such redemption, or such other time prior thereto
          as the Board of Directors shall fix for any series pursuant to Section
          1 of this Division prior to the issuance thereof. At any time after
          notice as provided above has been deposited in the mail, the
          corporation may deposit the aggregate redemption price of Serial
          Preferred Shares to be redeemed, together with accrued and unpaid
          dividends thereon to the redemption date, with any bank or trust
          company in Cleveland, Ohio or New York, New York, having capital and
          surplus of not less than $100,000,000, named in such notice and direct
          that there be paid to the respective holders of the Serial Preferred
          Shares so to be redeemed amounts equal to the redemption price of the
          Serial Preferred Shares so to be redeemed, together with such accrued
          and unpaid dividends thereon, on surrender of share certificate or
          certificates held by such holders; and upon the deposit of such notice
          in the mail and the making of such deposit of money with such bank or
          trust company, such holders shall cease to be shareholders with
          respect to such shares; and from and after the time such notice shall
          have been so deposited and such deposit of money shall have been so
          made, such holders shall have no rights or claim against the
          corporation with respect to such shares, except only the right to
          receive such money from such bank or trust company without interest or
          to exercise before the redemption date any unexpired privileges of
          conversion. In the event less than all of the outstanding Serial
          Preferred Shares are to be redeemed, the corporation shall select by
          lot the shares so to be redeemed in such manner as shall be prescribed
          by the Board of Directors.

               (2) If the holders of Serial Preferred Shares which have been
          called for redemption shall not within six years after such deposit
          claim the amount deposited for the redemption thereof, any such bank
          or trust company shall, upon demand, pay over to


                                      -12-

<PAGE>


          the corporation such unclaimed amounts and thereupon such bank or
          trust company and the corporation shall be relieved of all
          responsibility in respect thereof and to such holders.

          (c) Any Serial Preferred Shares which are (1) redeemed by the
     corporation pursuant to the provisions of this Section, (2) purchased and
     delivered in satisfaction of any sinking fund requirements provided for
     shares of such series, (3) converted in accordance with the express terms
     thereof, or (4) otherwise acquired by the corporation, shall resume the
     status of authorized but unissued Serial Preferred Shares without serial
     designation.

     Section 4. Liquidation.

          (a) (1) In the event of any voluntary or involuntary liquidation,
          dissolution or winding up of the affairs of the corporation, the
          holders of Serial Preferred Shares of any series shall be entitled to
          receive in full out of the assets of the corporation, including its
          capital, before any amount shall be paid or distributed among the
          holders of the Common Shares or any other shares ranking junior to the
          Serial Preferred Shares, the amounts fixed with respect to shares of
          such series in accordance with Section 1 of this Division, plus an
          amount equal to all dividends accrued and unpaid thereon to the date
          of payment of the amount due pursuant to such liquidation, dissolution
          or winding up of the affairs of the corporation. In the event the net
          assets of the corporation legally available therefor are insufficient
          to permit the payment upon all outstanding Serial Preferred Shares and
          Voting Preference Shares of the full preferential amount to which they
          are respectively entitled, then such net assets shall be distributed
          ratably upon all outstanding Serial Preferred Shares and Voting
          Preference Shares in proportion to the full preferential amount to
          which each such share is entitled.

               (2) After payment to the holders of Serial Preferred Shares of
          the full preferential amounts as aforesaid, the holders of Serial
          Preferred Shares, as such, shall have no right or claim to any of the
          remaining assets of the corporation.

          (b) The merger or consolidation of the corporation into or with any
     other corporation, the merger of any other corporation into it, or the
     sale, lease or conveyance of all or substantially all the assets of the
     corporation, shall not be deemed to be a dissolution, liquidation or
     winding up for the purposes of this Section.

     Section 5. Voting.

          (a) The holders of Serial Preferred Shares shall have no voting
     rights, except as provided in this Section or required by law.

          (b) (1) If, and so often as, the corporation shall be in default in
          the payment of the equivalent of the full dividends on any series of
          Serial Preferred Shares at the time outstanding, whether or not earned
          or declared, for a number of dividend payment periods (whether or not
          consecutive) which in the aggregate contain at least 540 days, the
          holders of Serial Preferred Shares of all series, voting separately as
          a class, shall be entitled to elect, as herein provided, two members
          of the Board of Directors of the corporation; provided, however, that
          the holders of Serial Preferred Shares shall not have or exercise such
          special class voting rights except at meetings of such shareholders
          for the election of directors at which the holders of not less than
          50% of the outstanding Serial Preferred Shares of all series then
          outstanding are present in person or by proxy; and provided further
          that the special class voting rights provided for in this paragraph
          when the same shall have become vested shall remain so vested until
          all accrued and

                                      -13-

<PAGE>


          unpaid dividends on the Serial Preferred Shares of all series then
          outstanding shall have been paid, whereupon the holders of Serial
          Preferred Shares shall be divested of their special class voting
          rights in respect of subsequent elections of directors, subject to the
          revesting of such special class voting rights in the event above
          specified in this paragraph.

               (2) In the event of default entitling the holders of Serial
          Preferred Shares to elect two directors as specified in paragraph (1)
          of this Subsection, a special meeting of such holders for the purpose
          of electing such directors shall be called by the Secretary of the
          corporation upon written request of, or may be called by, the holders
          of record of at least 10% of the Serial Preferred Shares of all series
          at the time outstanding, and notice thereof shall be given in the same
          manner as that required for the annual meeting of shareholders;
          provided, however, that the corporation shall not be required to call
          such special meeting if the annual meeting of shareholders shall be
          called to be held within 120 days after the date of receipt of the
          foregoing written request from the holders of Serial Preferred Shares.
          At any meeting at which the holders of Serial Preferred Shares shall
          be entitled to elect directors, the holders of 50% of the Serial
          Preferred Shares of all series at the time outstanding, present in
          person or by proxy, shall be sufficient to constitute a quorum, and
          the vote of the holders of a majority of such shares so present at any
          such meeting at which there shall be such a quorum shall be sufficient
          to elect the members of the Board of Directors which the holders of
          Serial Preferred Shares are entitled to elect as herein provided.
          Notwithstanding any provision of these Amended Articles of
          Incorporation or the Code of Regulations of the corporation or any
          action taken by the holders of any class of shares fixing the number
          of directors of the corporation, the two directors who may be elected
          by the holders of Serial Preferred Shares pursuant to this Subsection
          shall serve in addition to any other directors then in office or
          proposed to be elected otherwise than pursuant to this Subsection.
          Nothing in this Subsection shall prevent any change otherwise
          permitted in the total number of directors of the corporation nor
          require the resignation of any director elected otherwise than
          pursuant to this Subsection. Notwithstanding any classification of the
          other directors of the corporation, the two directors elected by the
          holders of Serial Preferred Shares shall be elected annually for terms
          expiring at the next succeeding annual meeting of shareholders.

               (3) Upon any divesting of the special class voting rights of the
          holders of the Serial Preferred Shares in respect of elections of
          directors as provided in this Subsection, the terms of office of all
          directors then in office elected by such holders shall terminate
          immediately thereupon. If the office of any director elected by such
          holders voting as a class becomes vacant by reason of death,
          resignation, removal from office or otherwise, the remaining director
          elected by such holders voting as a class may elect a successor who
          shall hold office for the unexpired term in respect of which such
          vacancy occurred.

          (c) The affirmative vote or consent of the holders of at least
     two-thirds of the Serial Preferred Shares at the time outstanding, voting
     or consenting separately as a class, given in person or by proxy either in
     writing or at a meeting called for the purpose, shall be necessary to
     effect any one or more of the following (but so far as the holders of
     Serial Preferred Shares are concerned, such action may be effected with
     such vote or consent):

               (1) Any amendment, alteration or repeal, whether by merger,
          consolidation or otherwise, of any of the provisions of the Amended
          Articles of Incorporation or of the Code of Regulations of the
          corporation which affects adversely the preferences or voting or other
          rights of the holders of Serial Preferred Shares; provided, however,
          neither the amendment of the Amended Articles of Incorporation so as
          to authorize, create or change


                                      -14-

<PAGE>


          the authorized or outstanding number of Serial Preferred Shares or of
          any shares ranking on a parity with or junior to the Serial Preferred
          Shares nor the amendment of the provisions of the Code of Regulations
          so as to change the number of directors of the corporation shall be
          deemed to affect adversely the preferences or voting or other rights
          of the holders of Serial Preferred Shares; and provided further, that
          if such amendment, alteration or repeal affects adversely the
          preferences or voting or other rights of one or more but not all
          series of Serial Preferred Shares at the time outstanding, only the
          affirmative vote or consent of the holders of at least two-thirds of
          the number of the shares at the time outstanding of the series so
          affected shall be required;

               (2) The authorization, creation or the increase in the authorized
          number of any shares, or any security convertible into shares, in
          either case ranking prior to the Serial Preferred Shares; or

               (3) The purchase or redemption (for sinking fund purposes or
          otherwise) of less than all of the Serial Preferred Shares then
          outstanding except in accordance with a stock purchase offer made to
          all holders of record of Serial Preferred Shares, unless all dividends
          on all Serial Preferred Shares then outstanding for all previous
          dividend periods shall have been declared and paid or funds therefor
          set apart and all accrued sinking fund obligations applicable thereto
          shall have been complied with.

     Section 6. Pre-emptive Rights. No holder of Serial Preferred Shares as
such, shall have any pre-emptive right to purchase, have offered to him for
purchase or subscribe for any of the corporation's shares or other securities of
any class, whether now or hereafter authorized.

     Section 7. Definitions. For the purposes of this Division:

          (a) Whenever reference is made to shares "ranking prior to the Serial
     Preferred Shares," such reference shall mean and include all shares of the
     corporation in respect of which the rights of the holders thereof as to the
     payment of dividends or as to distributions in the event of a voluntary or
     involuntary liquidation, dissolution or winding up of the affairs of the
     corporation are given preference over the rights of the holders of Serial
     Preferred Shares;

          (b) Whenever reference is made to shares "on a parity with the Serial
     Preferred Shares," such reference shall mean and include all Voting
     Preference Shares and all other shares of the corporation in respect of
     which the rights of the holders thereof as to the payment of dividends or
     as to distributions in the event of a voluntary or involuntary liquidation,
     dissolution or winding up of the affairs of the corporation rank equally
     (except as to the amounts fixed therefor) with the rights of the holders of
     Serial Preferred Shares; and

          (c) Whenever reference is made to shares "ranking junior to the Serial
     Preferred hares," such reference shall mean and include all shares of the
     corporation other than those defined under Subsections (a) and (b) of this
     Section as shares "ranking prior to" or "on a parity with" the Serial
     Preferred Shares.

                                   DIVISION B

     The Voting Preference Shares shall have the following express terms:

     Section 1. Series. The Voting Preference Shares may be issued from time to
time in one or more series. All shares of Voting Preference Shares shall be of
equal rank and shall be identical, except in respect of the matters that maybe
fixed by the Board of Directors as hereinafter provided, and each share of a
series shall be identical with all other shares of such series, except as to the
dates from which

                                      -15-


<PAGE>


dividends shall accrue and be cumulative. All Voting Preference Shares shall
rank on a parity with and be identical to all Serial Preferred Shares except in
respect of (i) the matters that may be fixed by the Board of Directors as
provided in clauses (a) through (i), both inclusive, of this Section and (ii)
the voting rights and provisions for consents relating to Voting Preference
Shares as fixed and determined by Section 5 of this Division. Subject to the
provisions of Sections 2 through 7, both inclusive, of this Division, which
provisions shall apply to all Voting Preference Shares, the Board of Directors
hereby is authorized to cause such shares to be issued in one or more series and
with respect to each such 20series to determine and fix prior to the issuance
thereof (and thereafter, to the extent provided in clause (b) of this Section)
the following:

          (a) The designation of the series, which may be by distinguishing
     number, letter or title;

          (b) The authorized number of shares of the series, which number the
     Board of Directors may (except where otherwise provided in the creation of
     the series) increase or decrease from time to time before or after the
     issuance thereof (but not below the number of shares thereof then
     outstanding);

          (c) The dividend rate or rates of the series;

          (d) The dates on which and the period or periods for which dividends,
     if declared, shall be payable and the date or dates from which dividends
     shall accrue and be cumulative;

          (e) The redemption rights and price or prices, if any, for shares of
     the series;

          (f) The terms and amount of the sinking fund, if any, for the purchase
     or redemption of shares of the series;

          (g) The amounts payable on shares of the series in the event of any
     voluntary or involuntary liquidation, dissolution or winding up of the
     affairs of the corporation;

          (h) Whether the shares of the series shall be convertible into Common
     Shares or shares of any other class and, if so, the conversion rate or
     rates or price or prices, any adjustments thereof and all other terms and
     conditions upon which such conversion may be made; and

          (i) Restrictions (in addition to those set forth in Subsection 5(c) of
     this Division) on the issuance of shares of the same series or of any other
     class or series.

     The Board of Directors is authorized to adopt from time to time amendments
to the Amended Articles of Incorporation fixing, with respect to each such
series, the matters described in clauses (a) through (i), both inclusive, of
this Section and is authorized to take such actions with respect thereto as may
be required by law in order to effect such amendments.

     Section 2. Dividends.

          (a) The holders of Voting Preference Shares of each series, in
     preference to the holders of Common Shares and of any other class of shares
     ranking junior to the Voting Preference Shares, shall be entitled to
     receive out of any funds legally available for Voting Preference Shares and
     Serial Preferred Shares and when and as declared by the Board of Directors,
     dividends in cash at the rate or rates for such series fixed in accordance
     with the provisions of Section 1 of this Division and no more, payable on
     the dates fixed for such series. Such dividends shall accrue and be
     cumulative, in the case of shares of each particular series, from and after
     the date or dates fixed with respect to such series. No dividends shall be
     paid upon


                                      -16-

<PAGE>


     or declared or set apart for any series of the Voting Preference Shares for
     any dividend period unless at the same time (1) a like proportionate
     dividend for the dividend periods terminating on the same or any earlier
     date, ratably in proportion to the respective annual dividend rates fixed
     therefor, shall have been paid upon or declared or set apart for all Voting
     Preference Shares of all series then issued and outstanding and entitled to
     receive such dividend and (2) the dividends payable for the dividend
     periods terminating on the same or any earlier date, ratably in proportion
     to the respective dividend rates fixed therefor, shall have been paid upon
     or declared or set apart for all Serial Preferred Shares of all series then
     issued and outstanding and entitled to receive such dividend.

          (b) So long as any Voting Preference Shares shall be outstanding no
     dividend, except a dividend payable in Common Shares or other shares
     ranking junior to the Voting Preference Shares, shall be paid or declared
     or any distribution be made, except as aforesaid, in respect of the Common
     Shares or any other shares ranking junior to the Voting Preference Shares,
     nor shall any Common Shares or any other shares ranking junior to the
     Voting Preference Shares be purchased, retired or otherwise acquired by the
     corporation, except out of the proceeds of the sale of Common Shares or
     other shares of the corporation ranking junior to the Voting Preference
     Shares received by the corporation subsequent to the date of first issuance
     of Voting Preference Shares of any series, unless:

               (1) All accrued and unpaid dividends on Voting Preference Shares,
          including the full dividends for all current dividend periods, shall
          have been declared and paid or a sum sufficient for payment thereof
          set apart; and

               (2) There shall be no arrearages with respect to the redemption
          of Voting Preference Shares of any series from any sinking fund
          provided for shares of such series in accordance with the provisions
          of Section 1 of this Division.

     Section 3. Redemption.

          (a) Subject to the express terms of each series and the provisions of
     Subsection 5(c)(6) of this Division, the corporation:

               (1) May, from time to time at the option of the Board of
          Directors, redeem all or any part of any redeemable series of Voting
          Preference Shares at the time outstanding at the applicable redemption
          price for such series fixed in accordance with the provisions of
          Section 1 of this Division; and

               (2) Shall, from time to time, make such redemptions of each
          series of Voting Preference Shares as may be required to fulfill the
          requirements of any sinking fund provided for shares of such series at
          the applicable sinking fund redemption price fixed in accordance with
          the provisions of Section 1 of this Division;

     and shall in each case pay all accrued and unpaid dividends to the
     redemption date.

          (b) (1) Notice of every such redemption shall be mailed, postage
          prepaid, to the holders of record of the Voting Preference Shares to
          be redeemed at their respective addresses then appearing on the books
          of the corporation, not less than 30 days nor more than 60 days prior
          to the date fixed for such redemption, or such other time prior
          thereto as the Board of Directors shall fix for any series pursuant to
          Section 1 of this Division prior to the issuance thereof. At any time
          after notice as provided above has been deposited in the mail, the
          corporation may deposit the aggregate redemption price of Voting
          Preference Shares to be redeemed, together with accrued and unpaid
          dividends


                                      -17-

<PAGE>


          thereon to the redemption date, with any bank or trust company in
          Cleveland, Ohio or New York, New York, having capital and surplus of
          not less than $100,000,000, named in such notice and direct that there
          be paid to the respective holders of the Voting Preference Shares so
          to be redeemed amounts equal to the redemption price of the Voting
          Preference Shares so to be redeemed, together with such accrued and
          unpaid dividends thereon, on surrender of the share certificate or
          certificates held by such holders; and upon the deposit of such notice
          in the mail and the making of such deposit of money with such bank or
          trust company, such holders shall cease to be shareholders with
          respect to such shares; and from and after the time such notice shall
          have been so deposited and such deposit of money shall have been so
          made, such holders shall have no rights or claim against the
          corporation with respect to such shares, except only the right to
          receive such money from such bank or trust company without interest or
          to exercise before the redemption date any unexpired privileges of
          conversion. In the event less than all of the outstanding Voting
          Preference Shares are to be redeemed, the corporation shall select by
          lot the shares so to be redeemed in such manner as shall be prescribed
          by the Board of Directors.

               (2) If the holders of Voting Preference Shares which have been
          called for redemption shall not within six years after such deposit
          claim the amount deposited for the redemption thereof, any such bank
          or trust company shall, upon demand, pay over to the corporation such
          unclaimed amounts and thereupon such bank or trust company and the
          corporation shall be relieved of all responsibility in respect thereof
          and to such holders.

          (c) Any Voting Preference Shares which are (1) redeemed by the
     corporation pursuant to the provisions of this Section, (2) purchased and
     delivered in satisfaction of any sinking fund requirements provided for
     shares of such series, (3) converted in accordance with the express terms
     thereof, or (4) otherwise acquired by the corporation, shall resume the
     status of authorized but unissued Voting Preference Shares without serial
     designation.

     Section 4. Liquidation.

          (a) (1) In the event of any voluntary or involuntary liquidation,
          dissolution or winding up of the affairs of the corporation, the
          holders of Voting Preference Shares of any series shall be entitled to
          receive in full out of the assets of the corporation, including its
          capital, before any amount shall be paid or distributed among the
          holders of the Common Shares or any other shares ranking junior to the
          Voting Preference Shares, the amounts fixed with respect to shares of
          such series in accordance with Section 1 of this Division, plus an
          amount equal to all dividends accrued and unpaid thereon to the date
          of payment of the amount due pursuant to such liquidation, dissolution
          or winding up of the affairs of the corporation. In the event the net
          assets of the corporation legally available therefor are insufficient
          to permit the payment upon all outstanding Voting Preference Shares
          and Serial Preferred Shares of the full preferential amount to which
          they are respectively entitled, then such net assets shall be
          distributed ratably upon all outstanding Voting Preference Shares and
          Serial Preferred Shares in proportion to the full preferential amount
          to which each such share is entitled.

               (2) After payment to the holders of Voting Preference Shares of
          the full preferential amounts as aforesaid, the holders of Voting
          Preference Shares, as such, shall have no right or claim to any of the
          remaining assets of the corporation.

          (b) The merger or consolidation of the corporation into or with any
     other corporation, the merger of any other corporation into it, or the
     sale, lease or conveyance of all or


                                      -18-

<PAGE>


     substantially all the assets of the corporation, shall not be deemed to be
     a dissolution, liquidation or winding up for the purposes of this Section.

     Section 5. Voting.

          (a) The holders of Voting Preference Shares shall be entitled at all
     times to one vote for each share and, except as otherwise provided in this
     Section or required by law, the holders of Voting Preference Shares and the
     holders of Common Shares shall vote together as a class on all matters
     presented, subject, however, to the special voting rights of the holders of
     Serial Preferred Shares as provided in Section 5 of Division A hereof.

          (b) (1) If, and so often as, the corporation shall be in default in
          the payment of the equivalent of the full dividends on any series of
          Voting Preference Shares at the time outstanding, whether or not
          earned or declared, for a number of dividend payment periods (whether
          or not consecutive) which in the aggregate contain at least 540 days,
          the holders of Voting Preference Shares of all series, voting
          separately as a class, shall be entitled to elect, as herein provided,
          two members of the Board of Directors of the corporation; provided,
          however, that the holders of Voting Preference Shares shall not have
          or exercise such special class voting rights except at meetings of
          such shareholders for the election of directors at which the holders
          of not less than 50% of the outstanding Voting Preference Shares of
          all series then outstanding are present in person or by proxy; and
          provided further that the special class voting rights provided for in
          this paragraph when the same shall have become vested shall remain so
          vested until all accrued and unpaid dividends on the Voting Preference
          Shares of all series then outstanding shall have been paid, whereupon
          the holders of Voting Preference Shares shall be divested of their
          special class voting rights in respect of subsequent elections of
          directors, subject to the revesting of such special class voting
          rights in the event above specified in this paragraph.

               (2) In the event of default entitling the holders of Voting
          Preference Shares to elect two directors as specified in paragraph (1)
          of this Subsection, a special meeting of such holders for the purpose
          of electing such directors shall be called by the Secretary of the
          corporation upon written request of, or may be called by, the holders
          of record of at least 10% of the Voting Preference Shares of all
          series at the time outstanding, and notice thereof shall be given in
          the same manner as that required for the annual meeting of
          shareholders; provided, however, that the corporation shall not be
          required to call such special meeting if the annual meeting of
          shareholders shall be called to be held within 120 days after the date
          of receipt of the foregoing written request from the holders of Voting
          Preference Shares. At any meeting at which the holders of Voting
          Preference Shares shall be entitled to elect directors, the holders of
          50% of the Voting Preference Shares of all series at the time
          outstanding, present in person or by proxy, shall be sufficient to
          constitute a quorum, and the vote of the holders of a majority of such
          shares so present at any such meeting at which there shall be such a
          quorum shall be sufficient to elect the members of the Board of
          Directors which the holders of Voting Preference Shares are entitled
          to elect as herein provided. Notwithstanding any provision of these
          Amended Articles of Incorporation or the Code of Regulations of the
          corporation or any action taken by the holders of any class of shares
          fixing the number of directors of the corporation, the two directors
          who may be elected by the holders of Voting Preference Shares pursuant
          to this Subsection shall serve in addition to any other directors then
          in office or proposed to be elected otherwise than pursuant to this
          Subsection. Nothing in this Subsection shall prevent any change
          otherwise permitted in the total number of directors of the
          corporation or require the resignation of any director elected
          otherwise than pursuant to this Subsection. Notwithstanding any
          classification of the other


                                      -19-

<PAGE>


          directors of the corporation, the two directors elected by the holders
          of Voting Preference Shares shall be elected annually for terms
          expiring at the next succeeding annual meeting of shareholders.

               (3) Upon any divesting of the special class voting rights of the
          holders of the Voting Preference Shares in respect of elections of
          directors as provided in this Subsection, the terms of office of all
          directors then in office elected by such holders shall terminate
          immediately thereupon. If the office of any director elected by such
          holders voting as a class becomes vacant by reason of death,
          resignation, removal from office or otherwise, the remaining director
          elected by such holders voting as a class may elect a successor who
          shall hold office for the unexpired term in respect of which such
          vacancy occurred.

          (c) The affirmative vote or consent of the holders of at least
     two-thirds of the Voting Preference Shares at the time outstanding, voting
     or consenting separately as a class, given in person or by proxy either in
     writing or at a meeting called for the purpose, shall be necessary to
     effect any one or more of the following (but so far as the holders of
     Voting Preference Shares are concerned, such action may be effected with
     such vote or consent):

               (1) The sale, lease or conveyance by the corporation of all or
          substantially all of its assets;

               (2) The merger or consolidation of the corporation into or with
          any other corporation or the merger of any other corporation into it;

               (3) The voluntary liquidation, dissolution or winding up of the
          affairs of the corporation;

               (4) Any amendment, alteration or repeal, whether by merger,
          consolidation or otherwise, of any of the provisions of the Amended
          Articles of Incorporation or of the Code of Regulations of the
          corporation which affects adversely the preferences or voting or other
          rights of the holders of Voting Preference Shares; provided, however,
          that for the purpose of this paragraph only, neither the amendment of
          the Amended Articles of Incorporation so as to authorize, create or
          change the authorized or outstanding number of Voting Preference
          Shares or of any shares ranking on a parity with or junior to the
          Voting Preference Shares nor the amendment of the provisions of the
          Code of Regulations so as to change the number of directors of the
          corporation shall be deemed to affect adversely the preferences or
          voting or other rights of the holders of Voting Preference Shares; and
          provided further, that if such amendment, alteration or repeal affects
          adversely the preferences or voting or other rights of one or more but
          not all series of Voting Preference Shares at the time outstanding,
          only the affirmative vote or consent of the holders of at least
          two-thirds of the number of the shares at the time outstanding of the
          series so affected shall be required;

               (5) The authorization, creation or the increase in the authorized
          amount of any shares, or any security convertible into shares, in
          either case ranking prior to the Voting Preference Shares; or

               (6) The purchase or redemption (for sinking fund purposes or
          otherwise) of less than all of the Voting Preference Shares then
          outstanding except in accordance with a stock purchase offer made to
          all holders of record of Voting Preference Shares, unless all
          dividends on all Voting Preference Shares then outstanding for all
          previous dividend


                                      -20-

<PAGE>


          periods shall have been declared and paid or funds therefore set apart
          and all accrued sinking fund obligations applicable thereto shall have
          been complied with.

     Section 6. Pre-emptive Rights. No holder of Voting Preference Shares as
such shall have any preemptive right to purchase or subscribe for any of the
corporation's shares or other securities of any class, whether now or hereafter
authorized.

     Section 7. Definitions. For the purposes of this Division:

          (a) Whenever reference is made to shares "ranking prior to the Voting
     Preference Shares," such reference shall mean and include all shares of the
     corporation in respect of which the rights of the holders thereof as to the
     payment of dividends or as to distributions in the event of a voluntary or
     involuntary liquidation, dissolution or winding up of the affairs of the
     corporation are given preference over the rights of the holders of Voting
     Preference Shares;

          (b) Whenever reference is made to shares "on a parity with the Voting
     Preference Shares," such reference shall mean and include all Serial
     Preferred Shares and all other shares of the corporation in respect of
     which the rights of the holders thereof as to the payment of dividends or
     as to distributions in the event of a voluntary or involuntary liquidation,
     dissolution or winding up of the affairs of the corporation rank equally
     (except as to the amounts fixed therefor) with the rights of the holders of
     Voting Preference Shares; and

          (c) Whenever reference is made to shares "ranking junior to the Voting
     Preference Shares," such reference shall mean and include all shares of the
     corporation other than those defined under Subsections (a) and (b) of this
     Section as shares "ranking prior to" or "on a parity with" the Voting
     Preference Shares.

                                   DIVISION C

     The Common Shares shall have the following express terms:

     The Common Shares shall be subject to the express terms of the Serial
Preferred Shares and any series thereof and to the express terms of the Voting
Preference Shares and any series thereof. Each Common Share shall be equal to
every other Common Share and the holders thereof shall be entitled to one vote
for each Common Share on all matters presented. No holder of Common Shares shall
have any pre-emptive right to purchase or subscribe for any of the corporation's
shares or other securities of any class, whether now or hereafter authorized.

     IN WITNESS WHEREOF, Peter B. Lewis, President, and David M. Schneider,
Secretary, of The Progressive Corporation, acting for and on its behalf do
hereunto subscribe their names this 19th day of April, 1991.


                                           /s/ Peter B. Lewis
                                           --------------------------------
                                           Peter B. Lewis, President

                                           /s/ David M. Schneider
                                           --------------------------------
                                           David M. Schneider, Secretary


                                      -21-

<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       TO
                        AMENDED ARTICLES OF INCORPORATION
                                       OF
                           THE PROGRESSIVE CORPORATION

     PETER B. LEWIS, President, and DAVID M. SCHNEIDER, Secretary, of The
Progressive Corporation, an Ohio corporation for profit with its principal
office in Mayfield Village, Cuyahoga County, Ohio (the "Company"), do hereby
certify that a Written Action Taken Without A Meeting of the Executive Committee
of the Board of Directors of the Company was duly executed by all members of the
Executive Committee of the Board of Directors and that the following resolution
to amend the Amended Articles of Incorporation of the Company was adopted
pursuant to said Written Action Taken Without A Meeting by the Executive
Committee of the Board of Directors of the Company pursuant to the authority of
Section 1701.70(B)(1) and 1701.73(A) of the Ohio Revised Code and Section 1 of
Division A of Article Fourth of said Amended Articles of Incorporation:

     RESOLVED, that the Amended Articles of Incorporation of the Company be and
they hereby are amended by adding at the end of Division A of Article FOURTH
thereof a new Section 8 reading as follows:

          Section 8. 9 3/8% Serial Preferred Shares, Series A. Of the 20,000,000
     authorized Serial Preferred Shares, without par value, 4,600,000 shares are
     designated as a series entitled "9 3/8% Serial Preferred Shares, Series A"
     (hereinafter called "Series A Shares"). The Series A Shares shall have the
     express terms set forth in this Division as being applicable to all Serial
     Preferred Shares as a class and, in addition, the following express terms
     applicable to all Series A Share as a series of Serial Preferred Shares:

          (a)  The annual dividend rate of the Series A Shares shall be 9-3/8%
               of the liquidation preference of $25.00 per share.

          (b)  Dividends on Series A Shares shall be payable, if declared,
               quarterly on March 31, June 30, September 30 and December 31 of
               each year, the first quarterly dividend being payable, if
               declared, on June 30, 1991. The dividends payable for each full
               quarterly dividend period on each Series A Share shall be
               $.5859375.

               Dividends for the initial dividend period on the Series A Shares,
               or for any period shorter or longer than a full dividend period
               on the Series A Shares, shall be computed on the basis of 30-day
               months and a 360-day year. The aggregate dividend payable
               quarterly to 29 each holder of Series A Shares shall be rounded
               to the nearest one cent with $.005 being rounded upward. Each
               dividend shall be payable to the holders of record on such record
               date, not less than 15 nor more than 30 days preceding the
               payment date thereof, as shall be fixed from time to time by the
               corporation's Board of Directors.

          (c)  Dividends on Series A Shares shall be cumulative as follows:

               (1)  With respect to shares included in the initial issue of
                    Series A Shares and shares issued any time thereafter up to
                    and including the record date for the payment of the first
                    dividend on the initial issue of series A Shares, dividends
                    shall be cumulative from the date of the initial issue of
                    Series A Shares; and


                                      -22-

<PAGE>

               (2)  With respect to shares issued any time after the aforesaid
                    record date, dividends shall be cumulative from the dividend
                    payment date next preceding the date of issue of such
                    shares, except that if such shares are issued during the
                    period commencing the day after the record date for the
                    payment of a dividend on Series A Shares and ending on the
                    payment date of that dividend, dividends with respect to
                    such shares shall be cumulative from that dividend payment
                    date.

          (d)  Subject to the provisions of Subsection 5(c)(3) of this Division,
               the Series A Shares shall be redeemable in the manner provided in
               Subsections 3(b)(1) and (2) of this Division as follows:

               (1)  Except as provided in clause (2) of this Subsection (d), the
                    Series A Shares may not be redeemed prior to May 31, 1996.
                    At any time or from time to time on and after May 31, 1996,
                    the corporation, at its option, may redeem all or any part
                    of the Series A Shares at a redemption price of $25.00 per
                    share plus, in each case, an amount equal to all dividends
                    accrued and unpaid thereon to the redemption date.

               (2)  Prior to May 31, 1996, the corporation, at its option, may
                    redeem all, but not less than all, of the outstanding Series
                    A Shares if the holders of such shares shall be entitled to
                    vote upon or consent to any amendment, alteration or repeal,
                    whether by merger, consolidation or otherwise, of any of the
                    provisions of the Amended Articles of Incorporation or of
                    the Code of Regulations of the corporation which affects
                    adversely the preferences or voting or other rights of the
                    holders of Series A Shares, as specified under Subsection
                    5(c)(1) of this Division, and all of the following
                    conditions have been satisfied: (a) the corporation shall
                    have requested the vote or consent of the holders of the
                    Series A Shares to such amendment, alteration or repeal,
                    stating in such request that failing the requisite favorable
                    vote or consent the corporation will have the option to
                    redeem such shares, (b) the corporation shall not have
                    received the requisite favorable vote or consent within 60
                    days after making such request (which shall be deemed to
                    have been made upon the mailing of the notice of any meeting
                    of holders of Series A Shares to vote upon such approval or
                    grant such consent) and (c) such amendment, alteration or
                    repeal, whether in connection with a merger, consolidation
                    or otherwise, shall be effected on the date fixed for such
                    redemption, which date shall be no more than one year after
                    such request is made. Any such redemption shall be on notice
                    as aforesaid at a redemption price of 425.00 per Series A
                    Share plus an amount equal to all dividends accrued and
                    unpaid thereon to the redemption date.

          (e)  The amount payable per Series A Share in the event of any
               voluntary or involuntary liquidation, dissolution or winding up
               of the affairs of the corporation shall be $25.00, plus an amount
               equal to all dividends accrued and unpaid thereon to the date of
               payment.


                                      -23-

<PAGE>


     IN WITNESS WHEREOF, Peter B. Lewis, President, and David M. Schneider,
Secretary, of The Progressive Corporation, acting for and on its behalf do
hereunto subscribe their names this fourteenth day of May, 1991.

                                            /s/ Peter B. Lewis
                                            --------------------------------
                                            Peter B. Lewis, President

                                            /s/ David M. Schneider
                                            --------------------------------
                                            David M. Schneider, Secretary



                                      -24-

<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       TO
                        AMENDED ARTICLES OF INCORPORATION
                                       OF
                           THE PROGRESSIVE CORPORATION

PETER B. LEWIS, President, and DAVID M. SCHNEIDER, Secretary, of The Progressive
Corporation, an Ohio corporation for profit with its principal office at
Mayfield Village, Cuyahoga County, Ohio (the "Company"), do hereby certify that
a meeting of the Shareholders of the Company was duly called and held on
April23, 1993 at which meeting a quorum of the shareholders was present in
person, or by proxy, and by the affirmative vote of the holders of shares
entitling them to exercise a majority of the voting power of the Company on a
proposal to amend the Company's Amended Articles of Incorporation, the following
resolution was adopted:

     RESOLVED, that the first paragraph of Article FOURTH of the Company's
     Amended Articles of Incorporation, which precedes DIVISION A thereof be,
     and the same is, hereby amended and restated in its entirety to provide as
     follows:

          FOURTH. The authorized number of shares of the corporation is
          225,000,000, consisting of 20,000,000 Serial Preferred Shares, without
          par value (hereinafter called "Serial Preferred Shares"), 5,000,000
          Voting Preference Shares, without par value (hereinafter called
          "Voting Preference Shares"), and 200,000 Common Shares, $1.00 par
          value (hereinafter called "Common Shares).

IN WITNESS WHEREOF, Peter B. Lewis, President, and David M. Schneider, Secretary
of The Progressive Corporation, acting for and on its behalf do hereunto
subscribe their names this 23rd day of April, 1993.


                                       /s/ Peter B. Lewis
                                       --------------------------------
                                       Peter B. Lewis, President

                                        /s/ David M. Schneider
                                       --------------------------------
                                       David M. Schneider, Secretary


                                      -25-


<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       TO
                        AMENDED ARTICLES OF INCORPORATION
                                       OF
                           THE PROGRESSIVE CORPORATION

DAVID M. SCHNEIDER, Secretary of the Progressive Corporation, an Ohio
corporation for profit with its principal office at Mayfield Village, Cuyahoga
County, Ohio (the "Company"), does hereby certify that a meeting of the
Shareholders of the Company was duly called and held on April 24, 1998, at which
meeting a quorum of the Shareholders was present in person or by proxy, and by
the affirmative vote of the holders of shares entitling them to exercise a
majority of the voting power of the Company on a proposal to amend the Company's
Amended Articles of Incorporation, the following resolution was adopted:

RESOLVED, that the first paragraph of Article FOURTH of the Company's Amended
Articles of Incorporation, which precedes DIVISION A thereof be, and the same
is, hereby amended and restated in its entirety to provide as follows:

     FOURTH. The authorized number of shares of the corporation is 325,000,000,
     consisting of 20,000,000 Serial Preferred Shares, without par value
     (hereinafter called "Serial Preferred Shares"), 5,000,000 Voting Preference
     Shares, without par value (hereinafter called "Voting Preference Shares"),
     and 300,000,000 Common Shares, $1.00 par value (hereinafter called "Common
     Shares").

IN WITNESS WHEREOF, David M. Schneider, Secretary of The Progressive
Corporation, acting for and on behalf of said corporation, does hereunto
subscribe his name this 24th day of April, 1998.

                                          /s/ David M. Schneider
                                          --------------------------------
                                          David M. Schneider, Secretary


                                      -26-

<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       TO
                        AMENDED ARTICLES OF INCORPORATION
                                       OF
                           THE PROGRESSIVE CORPORATION


     CHARLES E. JARRETT, Secretary of The Progressive Corporation, an Ohio
corporation for profit with its principal office at Mayfield Village, Cuyahoga
County, Ohio (the "Company"), does hereby certify that a meeting of the
Shareholders of the Company was duly called and held on April 18, 2003, at which
meeting a quorum of the Shareholders was present in person or by proxy, and by
the affirmative vote of the holders of shares entitling them to exercise a
majority of the voting power of the Company on a proposal to amend the Company's
Amended Articles of Incorporation, the following resolution was adopted:

     RESOLVED, that the first paragraph of Article FOURTH of the Company's
     Amended Articles of Incorporation, which precedes DIVISION A thereof be,
     and the same is, hereby amended and restated in its entirety to provide as
     follows:

          Article FOURTH. The authorized number of shares of the corporation is
          625,000,000, consisting of 20,000,000 Serial Preferred Shares, without
          par value (hereinafter called "Serial Preferred Shares"), 5,000,000
          Voting Preference Shares, without par value (hereinafter called
          "Voting Preference Shares"), and 600,000,000 Common Shares, $1.00 par
          value (hereinafter called "Common Shares").

     IN WITNESS WHEREOF, Charles E. Jarrett, Secretary of The Progressive
Corporation, acting for and on behalf of said corporation, does hereunto
subscribe his name this 18th day of April, 2003.



                                            /s/ Charles E. Jarrett
                                            ----------------------------------
                                            Charles E. Jarrett, Secretary





                                      -27-