THE NEW HOWARD HUGHES

"The Aviator," last year's hit film on Howard Hughes, traces the role of
the "bashful billionaire" in politics. From a guarded Las Vegas hotel
suite, the reclusive Hughes schemes to defeat his political enemies in
Washington.

Few people meet him face to face as, behind the scenes, he cultivates
Capitol Hill contacts and dispenses large sums of money to achieve his
goals. That's how Hughes exercised a strong but hidden hand in American
politics in the 1950s and '60s.

There has been no one quite like Howard Hughes for a long time. But if
anyone qualifies as a reclusive power broker these days it is Peter B.
Lewis. A graduate of Princeton University and chairman of Progressive
Corp., based in Cleveland, Lewis oversees America's third-largest
automobile insurer and is worth an estimated $1.6 billion, according to
Forbes Magazine, which makes him the 356th richest person in the world.

Lewis, 70, holds the distinction of being the second largest single donor
in the 2004 election cycle to the nonparty groups known as 527s. (The name
comes from the section of the tax code that permits unlimited donations to
such groups.) Lewis donated $16 million to the Joint Victory Committee (the
name given to the three largest 527s, which combined in an attempt to
defeat George W. Bush). He also gave nearly $3 million to America Coming
Together (ACT) -- a group that allowed the AFL-CIO, Sierra Club and
pro-abortion Emily's List to come together -- and $2.5 million to the
anti-war MoveOn.org.

Lewis' aggregate donations of $22.9 million to 527 groups rival those of
his friend, financier George Soros, who was the top 527 donor with gifts
totaling $23.5 million. Soros and Lewis are far ahead of third-ranked
Hollywood producer Stephen Bing ($13.9 million).

But while Soros and Bing are the high-profile subjects of scores of
newspaper profiles, Lewis remains a little-known figure. He is a political
newcomer. In the 1990s he was giving mainly to art museums and
universities. His donations to political candidates were of relatively
small amounts to both Republicans and Democrats: In 2000, he gave $2,000 to
Green Party nominee Ralph Nader and even sent $500 to Republican George W.
Bush. Yet within four years, Lewis had become a premier contributor to the
effort to defeat Bush.

Change of Heart

Whatever motivated Peter Lewis to change his mind remains unclear. Along
with his Bush-bashing, financial reports show Lewis' favorite causes in
2004 included decriminalization of marijuana, gay rights and the
environment. The cause of marijuana legalization particularly interests
Lewis, who openly acknowledges using marijuana and hashish and was arrested
in New Zealand in 2000 for possessing them.

In addition, Lewis made significant donations last year to the Young
Democrats of America and PunkVoter Inc., both identified with the "hard
left" of the Democratic Party. During the year before John Kerry secured
the Democrats' nomination, Lewis gave a maximum individual $1,000 donation
to the presidential bid of former Vermont Gov. Howard Dean, now chairman of
the Democratic National Committee.

The bulk of Lewis' seven-figure contributions to causes and candidates
occurred during the past five years. Lewis apparently makes decisions about
contributions on his own. But he and George Soros apparently do discuss
their joint political largess. "They were doing what rich old guys should
do when they think things have gone awry," Lewis' son, Miami businessman
Jonathan Lewis, told The New Yorker magazine.

Having succeeded his father at the helm of the family insurance business at
age 32, Lewis helped guide the Progressive Corp. from a relatively small
operation into the third-largest auto insurer in the nation.

Nearly 40 years later, Lewis estimates that, thus far, he has given away
$250 million, with nearly half ($115 million) to Princeton, his alma mater.

Lewis' first six-figure donation was to Case Western Reserve University in
Cleveland to establish a chair in memory of his father. In this gift, one
could see the eccentric side of Peter Lewis: The lone "string attached" to
this donation was that the chair never be held by a tenured professor
because, Lewis strongly believes, the concept of tenure is "ridiculous."
Lewis' first million-dollar gift was to Princeton to create an art gallery.

Pot Politics

Whatever controversy and irritation Peter Lewis' private philanthropy
causes is dwarfed by the uproar engendered by his political activities --
most notably his effort to legalize marijuana.

In 2000, Lewis made the kind of news uncommon among billionaires: He was
arrested after customs agents found 1.7 ounces of marijuana and 2 ounces of
hashish in his luggage at a New Zealand airport. He later admitted to three
charges of importing drugs. He also freely admitted that he was a regular
marijuana smoker. The charges were dropped when the insurance magnate
agreed to make a donation to a drug rehabilitation center.

This incident may have helped to raise Lewis' political consciousness, as
they say. A year later he became the largest single donor to the American
Civil Liberties Union. Significantly, there were minor "strings attached"
to his $7 million gift -- namely, that $5 million be earmarked for the
ACLU's drug-policy litigation project, which challenges laws on drug
testing in schools and on the medicinal use of marijuana.

In 2003, Lewis' foundation, the Place Fund, gave 4,122 shares of
Progressive Corp. stock valued at $293,432 to the Marijuana Policy Project
and 665 shares of the stock valued at $49,965 to the Drug Policy Foundation
of Washington.

In 2002 Progressive shares valued at about $199,000 went to the Marijuana
Policy Project and 6,633 shares of Progressive valued at $998,598 went to
the Drug Policy Alliance. The Tides Foundation, a major funder of leftist
causes, also received 6,633 shares of Progressive stock.

Since 1996, seven states have passed ballot initiatives permitting the
medical use of marijuana. According to The Political Arena, "the measures
are financed by what might be deemed the holy trinity of drug policy
reform: George Soros, Peter B. Lewis, and John Sperling (founder of the
for-profit University of Phoenix). All three of these exceptionally rich
men may have given to a wide range of philanthropic causes, but changing
pot laws is apparently high on their list."

At times, Lewis and his two political amigos have funded measures that go
well beyond permitting mere medicinal use of marijuana. In 2002, Lewis
financed through the Marijuana Policy Project a Nevada initiative known as
Question 9, which would legalize marijuana outright. Nevadans rejected the
measure by 2-to-1. Lewis, Soros and Sperling also were the major financial
forces behind Ohio's State Issue 1. Again, the purpose was to take a step
toward decriminalizing marijuana by mandating treatment rather than jail
for first-time offenders -- something judges already were doing. The
measure was soundly defeated.

Political Late Bloomer

The political association of Lewis with Soros and Sperling existed well
before the 2004 election. But it was something of a surprise to find the
Ohio man -- easily the quietest and most reclusive of the group -- taking
the lead in organizing his fellow financiers behind the 527s, the political
groups that revolutionized political giving in 2004.

One week after the Democratic National Convention, Jane Mayer reported in
The New Yorker that "a clandestine summit meeting took place at the Aspen
Institute, in Colorado's Rocky Mountains. ... Five billionaires joined
half-a-dozen liberal leaders in a lengthy conversation about the future of
progressive politics in America (and) they shared a common goal: to use
their fortunes to engineer the defeat of President George W. Bush in the
2004 election."

The meeting's organizer was Lewis; the other billionaires were Soros,
Sperling and Herb and Marion Sandler. The Sandlers are a California couple
who founded the Golden West Financial Corp., a savings and loan company
worth $17 billion. With total gifts of $13 million, they ranked fourth in
527 donations in 2004, right after Soros, Lewis and Stephen Bing.

Out of this seminal meeting came Lewis' $23 million financial commitment to
anti-Bush 527s. It was as if a geyser of cash had suddenly erupted,
drenching the American political landscape.

As a nominal past contributor to Ohio Democrat candidates and to the
occasional Republican, Lewis was on no one's political radar screen until
2003. That was when Ohio reporters quoted him as saying he was trying to
figure out how a "man with money" could help defeat President Bush. The
527s -- with their television broadsides, voter registration drives and
get-out-the-vote efforts -- provided him the weaponry he sought.

"He is very upset about Bush and believes that change is essential," said
Lewis' friend, occasional sailing companion and former U.S. Sen. Bob Kerrey
of Nebraska. What upsets Lewis most? Kerrey told the Boston Globe: "It is
largely the assault on individual liberties."

But when asked by the same publication what he hoped his money would buy,
Lewis responded cryptically. "It is a reasonable question, and I have
chosen throughout this cycle not to comment. Let me continue not to
comment, but you are asking me a fair question."

More 'Plotting'

President Bush's re-election has not deterred America's left-wing
billionaires from political plotting. According to The Financial Times of
London, following the election Lewis met with George Soros, Soros' son
Jonathan and with savings and loan moguls Herb and Marion Sandler at a
closed-door meeting in San Francisco last December.

They mutually resolved to invest heavily in building an intellectual
infrastructure for the left to match what they perceived to be the vast
network of think tanks and policy advocacy groups that assist conservatives.

The Times said Hollywood producer Stephen Bing and Andrew Stern, president
of the Service Employees International Union (SEIU), were expected to join
the venture, and that the Center for American Progress -- headed by former
Clinton White House chief of staff John Podesta -- would be involved in
dispensing funds. A former aide to Sen. John Kerry was told, "Money is not
a problem."

Indeed. Like Howard Hughes before him, Peter Lewis seems determined to
maintain his silence but let his money talk.