<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
ERIE INDEMNITY COMPANY
(Name of Issuer)
Class B Common Stock
(Title of Class of Securities)
29530P-201
(CUSIP Number)
SUSAN HIRT HAGEN
c/o ROGER W. RICHARDS, ESQ.
RICHARDS & ASSOCIATES
100 STATE STREET, SUITE 440
ERIE, PENNSYLVANIA 16507-1456
(814) 455-0370
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
LAWRENCE LEDERMAN, ESQ.
MILBANK, TWEED, HADLEY & McCLOY LLP
1 CHASE MANHATTAN PLAZA
NEW YORK, NY 10005
December 29, 1999
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box / /.
Page 1 of 6 Pages
<PAGE> 2
SCHEDULE 13D
CUSIP NO.: 29530P-201
(1) NAME OF REPORTING PERSON: Susan Hirt Hagen
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 12
(8) SHARED VOTING POWER: 1,170
(9) SOLE DISPOSITIVE POWER: 12
(10) SHARED DISPOSITIVE POWER: 1,170
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,182
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /X/
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 38.5%
(14) TYPE OF REPORTING PERSON: IN
Page 2 of 6 Pages
<PAGE> 3
This Amendment No. 1 amends the statement on Schedule 13D
originally filed with the Securities and Exchange Commission on December 10,
1999 (the "Schedule 13D"), with respect to the Class B Common Stock, no par
value (the "Class B Common Stock"), of Erie Indemnity Company, a Pennsylvania
corporation (the "Company"). Other than as set forth herein, there has been no
material change in the information set forth in the Schedule 13D. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Schedule 13D.
This Amendment No. 1 is being filed by Susan Hirt Hagen ("Mrs.
Hagen").
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended to add the
following:
On December 29, 1999, Mrs. Hagen delivered a Notice of
Shareholder Proposals With Respect to 2000 Annual Meeting (the "Notice") to the
Nominating Committee of the Board and the Secretary of the Company. The Notice
describes three shareholder proposals in respect of the 2000 Annual Meeting, and
proposes eleven individuals (the "Hagen Nominees") for consideration by the
Nominating Committee of the Company as part of its slate of directors for
election to the Board at the 2000 Annual Meeting. If so nominated and elected,
the Hagen Nominees would constitute a majority of the directors of the Board.
If the Nominating Committee does not include the Hagen
Nominees in its slate of directors for election to the Board at the 2000 Annual
Meeting, the Notice constitutes a proposal by Mrs. Hagen to nominate the Hagen
Nominees for election as directors of the Company at the 2000 Annual Meeting. If
Mrs. Hagen is not permitted to nominate the Hagen Nominees for election at the
2000 Annual Meeting, the Notice constitutes a proposal for submission to the
shareholders of the Company at the 2000 Annual Meeting (a) to remove all
directors elected at the 2000 Annual Meeting immediately following their
election; (b) to amend the Amendment and Restatement of Bylaws of the Company,
dated August 16, 1999, so as to allow the shareholders to fix the size of the
Board; (c) to reduce and fix the number of directors on the Board to nine (9)
directors; and (d) to nominate the Hagen Nominees for election as directors of
the Company to fill the vacancies so created on the Board.
Mrs. Hagen has agreed to indemnify each other Hagen Nominee
from and against any losses incurred by such Hagen Nominee resulting from,
relating to or arising out of the nomination of such Hagen Nominee for election
as a director of the Company at the 2000 Annual Meeting, each other Hagen
Nominee has agreed to be named as a nominee for election as a director of the
Company at the 2000 Annual Meeting (or at any special meeting of the
shareholders called for that purpose) and not to serve as a nominee for election
as a director of the Company, or to otherwise stand for election as or become a
director of the Company, as part of a slate of nominees proposed by any party
(including the Board or the Nominating Committee) other than Mrs. Hagen unless
such slate includes a number of nominees proposed by Mrs. Hagen sufficient to
constitute a majority of the members of the Board.
Page 3 of 6 Pages
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Except as described above in this Item, Mrs. Hagen has no
present plans or proposals that relate to or would result in any of the actions
enumerated in paragraphs (a) to (j) of Item 4 of Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Letter to Erie Indemnity Company from Susan Hirt
Hagen in relation to Notice of Shareholder Proposals
With Respect to 2000 Annual Meeting, dated December
29, 1999.
2. Notice of Shareholder Proposals With Respect to 2000
Annual Meeting, dated December 29, 1999.
3. Form of Indemnification Agreement by and between Mrs.
Hagen and each Hagen Nominee.
Page 4 of 6 Pages
<PAGE> 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
/s/ Susan Hirt Hagen
--------------------
Susan Hirt Hagen
December 29, 1999
Page 5 of 6 Pages
<PAGE> 6
EXHIBIT INDEX
Exhibit Description
- ------- -----------
1. Letter to Erie Indemnity Company from Susan Hirt Hagen in relation to
Notice of Shareholder Proposals With Respect to 2000 Annual Meeting,
dated December 29, 1999.
2. Notice of Shareholder Proposals With Respect to 2000 Annual Meeting,
dated December 29, 1999.
3. Form of Indemnification Agreement by and between Mrs. Hagen and each
Hagen Nominee.
Page 6 of 6 Pages
<PAGE> 1
EXHIBIT 1
[Susan Hirt Hagen Letterhead]
December 29, 1999
VIA HAND DELIVERY
Erie Indemnity Company
100 Erie Insurance Place
Erie, Pennsylvania 16530
Attention: Jan Van Gorder, Esq., Corporate Secretary
Dear Mr. Van Gorder:
Enclosed is a Notice of Shareholder Proposals with respect to
the 2000 Annual Meeting of Erie Indemnity Company, together with a copy of
Amendment No. 1 to my Schedule 13D which has been filed with the Securities and
Exchange Commission today.
The Notice sets forth several shareholder proposals. At the
outset, the Notice proposes eleven individuals (the "Hagen Nominees") to the
Nominating Committee of the Company to be included as part of its slate of
directors for election to the Board of Directors at the Annual Meeting. Each
nominee (including me) has agreed to be included in the Nominating Committee's
slate or any other slate only so long as all such nominees, if elected, would
constitute a majority of the Board. The Hagen Nominees are individuals of
integrity and experience who are committed to protecting the unique corporate
culture of the Company and furthering the long-term interests of the Company,
its shareholders and its many other constituencies. The Nominating Committee may
select the remaining individuals on its slate, including F. William Hirt.
In the event that the Nominating Committee does not include
all of my nominees on its slate, the Notice also sets forth a proposal, which I
would place before the shareholders at the Annual Meeting, for the nomination of
the Hagen Nominees for election as directors of the Company at the Annual
Meeting in opposition to the Nominating Committee's slate. I am aware, given the
positions which the Board has taken in the past, that the Company regards the
<PAGE> 2
Nominating Committee as having the exclusive power to nominate directors for
election to the Board. Consequently, I do not expect the Company to allow me to
propose the electing of the Hagen Nominees to the shareholders at the Annual
Meeting, even though the Company's position is a denial of a fundamental
shareholder right recognized by every major corporation in America of which I am
aware. I have nonetheless complied with the advance notice requirements of the
Company's Bylaws in the enclosed Notice by setting forth complete information
with respect to the Hagen Nominees. Typically, this would be sufficient to
ensure that a shareholder's nominees would be placed before shareholders for
their consideration at an annual meeting. If the Company persists in denying
shareholders such as me the right to nominate candidates for election to the
Board, I will seek a declaratory judgment to vindicate that right as a matter of
Pennsylvania corporate law.
In the event that my right to nominate candidates for election
at the Annual Meeting is not recognized by the Company or affirmed by the courts
on a timely basis, the Notice also sets forth a proposal, which I would place
before the shareholders at the Annual Meeting, to remove the Board following its
election at the Annual Meeting and fill the vacancies created thereby with the
Hagen Nominees. Upon its election, the new Board will consider whether to
increase the size of the Board to include certain of the current directors who
are willing to serve, including F. William Hirt. The right of a shareholder to
bring the foregoing proposal before the shareholders at an annual meeting is
clearly contemplated by the Company's Bylaws, and the Notice complies with the
advance-notice requirements of the Bylaws with respect to such a shareholder
proposal. I of course am prepared to seek judicial recognition of my right to
make this proposal if the Company refuses to permit me to go forward with this
proposal at the Annual Meeting.
Thank you for your attention to this letter and the enclosed
Notice.
Very truly yours,
/s/ Susan Hirt Hagen
--------------------
Susan Hirt Hagen
2
<PAGE> 1
EXHIBIT 2
[Susan Hirt Hagen Letterhead]
December 29, 1999
VIA HAND DELIVERY
Jan Van Gorder, Esq., Corporate Secretary
Erie Indemnity Company
100 Erie Insurance Place
Erie, Pennsylvania 16530
Nominating Committee of the Board of Directors
Erie Indemnity Company
100 Erie Insurance Place
Erie, Pennsylvania 16530
Attention: Jan Van Gorder, Esq., Corporate Secretary
Re: Shareholder Proposals With Respect To 2000 Annual Meeting
Dear Mr. Van Gorder:
I am hereby submitting this notice (the "Notice") to Erie
Indemnity Company (the "Company") in accordance with the requirements of
Sections 2.07(a) and (b) of the Amendment and Restatement of Bylaws of the
Company, dated August 16, 1999 (the "Bylaws"). My business address is 100 State
Street, Suite 440, Erie, Pennsylvania 16507-1456.
I am the owner of 12 shares of Class B Common Stock, no par
value per share, of the Company (the "Class B Common Stock"), and the
beneficiary of one of two trusts under a trust agreement created by my father,
Henry Orth Hirt, co-founder of the Company (the "Trusts"). The Trusts
beneficially own 2,340 shares of Class B Common Stock: I am the beneficiary of
one of the Trusts which holds 1,170 shares of Class B Common Stock; and my
brother, F. William Hirt, is the beneficiary of the other Trust which holds
1,170 shares of Class B
<PAGE> 2
Common Stock. For further information on my ownership of the Company's
securities, reference should be made to Annex A attached to this Notice.
I hereby notify the Company of three shareholder proposals in
respect of the 2000 Annual Meeting of Shareholders of the Company (the "Annual
Meeting"):
(1) I propose the following persons (the "Hagen Nominees") for
consideration by the Nominating Committee of the Company as part of its slate of
directors for election to the Board of Directors of the Company (the "Board") at
the Annual Meeting:
Kenneth B. Frank
Patricia Garrison-Corbin
Susan Hirt Hagen
Samuel P. Katz
Claude C. Lilly, III, Ph.D.; CLU, CPCU
Henry N. Nassau
Mitchell S. Rosenthal, M.D.
Perry M. Smith, Ph.D.; Major General, USAF (Ret.)
Charles D. Snelling
William H. Starbuck, Ph.D.
James M. Trapp
I believe the Hagen Nominees are appropriate candidates for
election at the Annual Meeting. Each Hagen Nominee (including myself) has agreed
to be included in the Nominating Committee's slate or any other slate only so
long as all the Hagen Nominees are included in such slate, and only so long as
the Hagen Nominees, if elected, would constitute a majority of the Board.
(2) If the Nominating Committee does not include the Hagen
Nominees in its slate of directors for election to the Board at the Annual
Meeting, this Notice constitutes my proposal to nominate the Hagen Nominees for
election as directors of the Company at the Annual Meeting. I will appear at the
Annual Meeting to nominate the Hagen Nominees for election to the Board.
(3) If I am not permitted to nominate the Hagen Nominees for
election at the Annual Meeting, this Notice constitutes my proposal for
submission to the shareholders of the Company at the Annual Meeting (a) to
remove all directors elected at the Annual Meeting immediately following their
election; (b) to amend the Bylaws by deleting the first sentence of Section 3.02
and replacing it with a new first sentence, which shall read as follows:
"The Board of Directors shall consist of not less than seven (7), nor
more than sixteen (16), Directors (the exact number to fixed from time
by resolution of the Board or by vote of the Shareholders at any duly
organized annual or special meeting of Shareholders), the majority of
whom shall be citizens and residents of the United States, each of whom
shall be at least eighteen (18) years of age, elected at the Annual
Meeting of Shareholders, to serve until the ensuing Annual Meeting and
until a successor is elected and qualified or until his or her earlier
death, resignation or removal.";
<PAGE> 3
(c) to reduce and fix the number of directors on the Board to eleven (11)
directors; and (d) to nominate the Hagen Nominees for election as directors of
the Company to fill the vacancies on the Board. I will appear at the Annual
Meeting to present this proposal.
I hereby advise you that certain information relating to each
of the Hagen Nominees as required by the Bylaws is set forth herein and in
Annexes A through K of this Notice. Except as set forth herein or in any of such
Annexes, to the best of my knowledge (i) no Hagen Nominee, other than myself and
William Starbuck, Ph.D. who purchased one hundred shares of Class A stock on the
open market on December 27, 1999, owns any securities of the Company or any
parent or subsidiary of the Company, directly or indirectly, beneficially or of
record, or has purchased or sold any securities of the Company within the past
two years, and none of their associates beneficially owns, directly or
indirectly, any securities of the Company, (ii) no Hagen Nominee, his or her
associates or any member of his or her immediate family, has any arrangement or
understanding with any person (a) with respect to any future employment by the
Company or its affiliates or (b) with respect to future transactions to which
the Company or any of its affiliates will or may be a party, nor any material
interest, direct or indirect, in any transaction, or series of similar
transactions, that has occurred since January 1, 1998 or any currently proposed
transaction, or series of similar transactions, to which the Company or any of
its subsidiaries was or is a party and in which the amount involved exceeds
$60,000, (iii) no Hagen Nominee is, or was within the past year, a party to any
contract, arrangement or understanding with any person with respect to any
securities of the Company, including, but not limited to, joint ventures, loan
or option arrangements, puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits or the giving or withholding of proxies,
(iv) no Hagen Nominee or any of his or her associates has any arrangement or
understanding with any person pursuant to which he or she was or is to be
selected as a director, nominee or officer of the Company, and (v) there is no
other information with respect to any Hagen Nominee that is required to be
disclosed in solicitations of proxies for election of directors or is otherwise
required by the rules and regulations of the Securities and Exchange Commission
promulgated under the Securities Exchange Act of 1934, as amended. Matters
disclosed in any part of this Notice, including the Annexes, should be deemed
disclosed for all purposes of this Notice. The written consent of each Hagen
Nominee (other than myself) to be nominated and to serve as a director of the
Company is included in the copy of the Indemnification Agreement between myself
and each Hagen Nominee attached to the applicable Annex to this Notice. My
written consent to be nominated and to serve as a director of the Company is
included in the attachment to Annex A to this Notice.
The following is a description of all arrangements or
understandings between myself, and each Hagen Nominee and any other person, with
respect to the proposals contained in this Notice, the election of each Hagen
Nominee as a director, and actions to be proposed or taken by each Hagen Nominee
if elected as a director:
- I have agreed to indemnify each other Hagen Nominee from and
against any losses incurred by such Hagen Nominee resulting from, relating to or
arising out of the nomination of such Hagen Nominee for election as a director
of the Company at the Annual Meeting.
<PAGE> 4
- Each other Hagen Nominee has agreed with me to be named as a
nominee for election as a director of the Company at the Annual Meeting (or at
any special meeting of the shareholders called for that purpose).
- Each other Hagen Nominee has agreed with me that such Hagen
Nominee will not consent to serve as a nominee for election as a director of the
Company, or to otherwise stand for election as or become a director of the
Company, as part of a slate of nominees proposed by any party (including the
Board or the Nominating Committee) other than myself unless such slate includes
a number of nominees proposed by me sufficient to constitute a majority of the
members of the Board. This commitment can be waived only at my election and I
reserve the right to waive such commitment at any time I deem appropriate.
The reason for, and the general effect of, the proposals
included in this Notice is to cause the election of a Board a majority of whose
members are committed to protecting the unique corporate culture of the Company,
being accountable and responsive to the Company's shareholders and implementing
a program to protect the long-term interests of the Company, its shareholders
and its many other constituencies.
Each of the proposals included in this Notice is a proper
matter for shareholder action. This Notice sets forth information which is
equivalent to the information that would be required under the proxy
solicitation rules of the Securities and Exchange Commission if proxies were
solicited for shareholder consideration of the proposals included in this Notice
at a meeting of shareholders, including information required if proxies were
solicited for the election of the Hagen Nominees as directors of the Company. I
do not currently intend to solicit proxies for the Annual Meeting, but will bear
all costs if proxies are solicited.
Sincerely yours,
/s/ Susan Hirt Hagen
--------------------
SUSAN HIRT HAGEN
Enclosures: Annexes A-K
cc: Patricia A. Goldman
Chairperson, Nominating Committee
<PAGE> 5
ANNEX A
Name: SUSAN HIRT HAGEN (the "Nominee")
Age: 64
Business address: 100 State Street, Suite 440
Erie, PA 16507-1456
Set forth below is a brief description of the Nominee's business
experience during the past five years, including the Nominee's principal
occupations and employment during the past five years; the name and principal
business of any corporation or other organization in which such occupations and
employment were carried on and the Nominee's current principal occupation or
employment.
1967-Present: Co-Trustee, H.O. Hirt Trusts
1990-1999: Managing Partner, Hagen Herr & Peppin
(Inactive)
None of the entities listed above is a parent, subsidiary or other
affiliate of Erie Indemnity Company, except for the H.O. Hirt Trusts which hold
76.22% of the controlling Class B stock of Erie Indemnity Company. The Nominee
does not hold any positions or offices with Erie Indemnity Company, except that
of director of Erie Indemnity Company and certain affiliates and subsidiaries.
The Nominee currently is a director of the following companies that
have a class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") or that are subject to
the requirements of Section 15(d) of such Act or that are registered as an
investment company under the Investment Company Act of 1940:
Erie Indemnity Company
Eric Family Life Insurance Company
Set forth below are the number of shares of capital stock of Erie
Indemnity Company beneficially owned by the Nominee within the meaning of SEC
Rule 13d-1 and earliest date of acquisition of such capital stock:
12 shares Class B stock, 1990
1,170 shares Class B stock held by H.O. Hirt Trusts, 1967
6,658,800 shares Class A stock, 1954
10,092,900 shares Class A stock held by Hagen Family Limited
Partnership of which Nominee is a limited partner, 1989.
<PAGE> 6
Mrs. Hagen has entered into an Indemnification Agreement with each
Hagen Nominee. Each Indemnification Agreement includes the written consent of
each Hagen Nominee to serve as director of Erie Indemnity Company if nominated
and elected as a director. For a description of the arrangements and
understanding between Mrs. Hagen and each Hagen Nominee contained within an
Indemnification Agreement with respect to the proposals contained in the Notice,
the election of the Hagen Nominee as a director, and actions to be proposed or
taken by the Hagen Nominee if elected as director, see the Notice to which this
Annex is attached.
<PAGE> 7
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee
for election as a director of the Company at the Annual Meeting (or any special
meeting of the stockholders of Erie Indemnity Company (the "Company") called for
that purpose) in any materials submitted by on or behalf of myself to the
Company or filed by on or behalf of myself or the Company with the Securities
and Exchange Commission, and further consents to serve as a director of the
Company if elected at the Annual Meeting (or at any special meeting of
stockholders of the Company called for that purpose.)
Dated: December 29, 1999
/s/ Susan Hirt Hagen
--------------------
<PAGE> 8
ANNEX B
Name: Kenneth B. Frank (the "Nominee")
Age: 55
Business address: The Technology Group, Inc.
36 South Charles Street
Baltimore, MD 21209
Residence address: 1808 Dixon Road
Baltimore, MD 21209
Set forth below is a brief description of the Nominee's business
experience during the past five years, including the Nominee's principal
occupations and employment during the past five years; the name and principal
business of any corporation or other organization in which such occupations and
employment were carried on and the Nominee's current principal occupation or
employment.
1989-Present: Founder, President and CEO
The Technology Group, Inc.
Baltimore, MD
(Software development company)
The corporation listed above is not a parent, subsidiary or other
affiliate of Erie Indemnity Company. The Nominee does not hold any positions or
offices with Erie Indemnity Company.
The Nominee currently is a director of the following companies that
have a class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") or that are subject to
the requirements of Section 15(d) of such Act or that are registered as an
investment company under the Investment Company Act of 1940:
None
Set forth below are the number of shares of capital stock of Erie
Indemnity Company beneficially owned by the Nominee within the meaning of SEC
Rule 13d-1 and earliest date of acquisition of such capital stock.
None
The Nominee and Mrs. Hagen have entered into an Indemnification
Agreement, a copy of which is attached hereto. The Indemnification Agreement
includes the written consent of the Nominee to serve as director of Erie
Indemnity Company if nominated and elected as a director. For a description of
the arrangements and understanding between the Nominee and Mrs. Hagen
<PAGE> 9
contained within the Indemnification Agreement with respect to the proposals
contained in the Notice, the election of the Nominee as a director, and actions
to be proposed or taken by the Nominee if elected as director, see the Notice to
which this Annex is attached.
<PAGE> 10
ANNEX C
Name: PATRICIA GARRISON-CORBIN (the "Nominee")
Age: 52
Business address: P.C. Corbin & Company, Inc.
Two Commerce Square, Suite 3420
2001 Market Street
Philadelphia, PA 19103
Residence address: 1828 Delancey Street
Philadelphia, PA 19103
Set forth below is a brief description of the Nominee's business
experience during the past five years, including the Nominee's principal
occupations and employment during the past five years; the name and principal
business of any corporation or other organization in which such occupations and
employment were carried on and the Nominee's current principal occupation or
employment.
1986-Present: Founder, President and CEO
P.G. Corbin & Company, Inc.,
Philadelphia, PA
(Financial advisory and investment
management services for municipalities)
The corporation listed above is not a parent, subsidiary or other
affiliate of Erie Indemnity Company. The Nominee does not hold any positions or
offices with Erie Indemnity Company.
The Nominee currently is a director of the following companies that
are registered as an investment company under the Investment Company Act of
1940:
Sole stockholder/director of P.G. Corbin
Asset Management, Inc.
Sole stockholder of company which is
managing partner of The Delancey
Capital Group
The Nominee currently is a director of the following companies that
have a class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") or that are subject to
the requirements of Section 15(d) of such Act:
None
Set forth below are the number of shares of capital stock of Erie
Indemnity Company beneficially owned by the Nominee within the meaning of SEC
Rule 13d-1 and earliest date of acquisition of such capital stock.
None
The Nominee and Mrs. Hagen have entered into an Indemnification
Agreement, a copy of which is attached hereto. The Indemnification Agreement
includes the written consent of the Nominee to serve as director of Erie
Indemnity Company if nominated and elected as a director. For a description of
the arrangements and understanding between the Nominee and Mrs. Hagen contained
within the Indemnification Agreement with respect to the proposals contained in
the
<PAGE> 11
Notice, the election of the Nominee as a director, and actions to be proposed or
taken by the Nominee if elected as director, see the Notice to which this Annex
is attached.
<PAGE> 12
ANNEX D
Name: SAMUEL P. KATZ (the "Nominee")
Age: 50
Business address: Enter Sport Capital Advisors, Inc.
One Bala Avenue, Suite 320
Bala Cynwyd, PA 19004
Residence address: 325 West Allens Lane
Philadelphia, PA 19119
Set forth below is a brief description of the Nominee's business
experience during the past five years, including the Nominee's principal
occupations and employment during the past five years; the name and principal
business of any corporation or other organization in which such occupations and
employment were carried on and the Nominee's current principal occupation or
employment.
1997-Present: Founder, President and CEO
Enter Sport Capital Advisors, Inc.
Bala Cynwyd, PA
(Private investment development and
consulting firm)
1994-1997: Partner, Stafford Capital Partners, L.P.
Philadelphia, PA
(Investment company and developer)
1976-1994: Co-Founder, President and Co-CEO
Public Financial Management, Inc.
Philadelphia, PA
(Specialists in capital formation for
state and local governments)
None of the entities listed above is a parent, subsidiary or other
affiliate of Erie Indemnity Company. The Nominee does not hold any positions or
offices with Erie Indemnity Company.
The Nominee currently is a director of the following companies that
have a class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") or that are subject to
the requirements of Section 15(d) of such Act or that are registered as an
investment company under the Investment Company Act of 1940:
None
<PAGE> 13
Set forth below are the number of shares of capital stock of Erie
Indemnity Company beneficially owned by the Nominee within the meaning of SEC
Rule 13d-1 and earliest date of acquisition of such capital stock.
None
The Nominee and Mrs. Hagen have entered into an Indemnification
Agreement, a copy of which is attached hereto. The Indemnification Agreement
includes the written consent of the Nominee to serve as director of Erie
Indemnity Company if nominated and elected as a director. For a description of
the arrangements and understanding between the Nominee and Mrs. Hagen contained
within the Indemnification Agreement with respect to the proposals contained in
the Notice, the election of the Nominee as a director, and actions to be
proposed or taken by the Nominee if elected as director, see the Notice to which
this Annex is attached.
<PAGE> 14
ANNEX E
Name: CLAUDE C. LILLY, III, Ph.D.; CLU, CPCU
(the "Nominee")
Age: 53
Business address: Belk College of Business Administration
University of North Carolina Charlotte
9201 University City Boulevard
Charlotte, NC 28223
Residence address: 10700 Tavernay Parkway
Charlotte, NC 28262
Set forth below is a brief description of the Nominee's business
experience during the past five years, including the Nominee's principal
occupations and employment during the past five years; the name and principal
business of any corporation or other organization in which such occupations and
employment were carried on and the Nominee's current principal occupation or
employment.
July 1998-Present: Interim Dean
Belk College of Business
Administration University of
North Carolina Charlotte
August 1997-Present: James H. Harris Chair of Risk
Management and Insurance
Belk College of Business
Administration University of
North Carolina Charlotte
August 1995-January 1996: CEO
Quinstone, Inc.
Quincy, FL
(Manufacturing - on leave from
Florida State University)
August 1981-August 1997: Professor of Risk Management
and Insurance, Florida State
University Tallahassee, FL
None of the entities listed above is a parent, subsidiary or other
affiliate of Erie Indemnity Company. The Nominee does not hold any positions or
offices with Erie Indemnity Company.
The Nominee currently is a director of the following companies that
have a class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended,
<PAGE> 15
(the "Exchange Act") or that are subject to the requirements of Section 15(d) of
such Act or that are registered as an investment company under the Investment
Company Act of 1940:
None
Set forth below are the number of shares of capital stock of Erie
Indemnity Company beneficially owned by the Nominee within the meaning of SEC
Rule 13d-1 and earliest date of acquisition of such capital stock.
None
The Nominee and Mrs. Hagen have entered into an Indemnification
Agreement, a copy of which is attached hereto. The Indemnification Agreement
includes the written consent of the Nominee to serve as director of Erie
Indemnity Company if nominated and elected as a director. For a description of
the arrangements and understanding between the Nominee and Mrs. Hagen contained
within the Indemnification Agreement with respect to the proposals contained in
the Notice, the election of the Nominee as a director, and actions to be
proposed or taken by the Nominee if elected as director, see the Notice to which
this Annex is attached.
<PAGE> 16
ANNEX F
Name: HENRY N. NASSAU (the "Nominee")
Age: 45
Business address: Internet Capital Group, Inc.
435 Devon Park Drive, Suite 803
Wayne, PA 19087
Residence address: Wilson Farm
113A Swedesford Road
Malvern, PA 19355
Set forth below is a brief description of the Nominee's business
experience during the past five years, including the Nominee's principal
occupations and employment during the past five years; the name and principal
business of any corporation or other organization in which such occupations and
employment were carried on and the Nominee's current principal occupation or
employment.
May 1999-Present: Managing Director, General Counsel &
Secretary Internet Capital Group,
Inc. (NASDAQ: ICGE)
(Internet holding company)
1999-Present: Director, CourtLink and JusticeLink,
Inc.
(ICGE backed legal internet companies)
1999-Present: Director, Bliley Electric Company
(Electronics component manufacturer)
1999-Present: Director, Albert Abela Corporation
(Large international food and
hospitality corporation)
September 1987-May 1999: Partner and Chairman of the Business
Department (5/97-1/98)
Dechert Price & Rhoades,
Philadelphia, PA (Law firm)
None of the entities listed above is a parent, subsidiary or other
affiliate of Erie Indemnity Company. The Nominee does not hold any positions or
offices with Erie Indemnity Company.
The Nominee currently is a director of the following companies that
have a class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended,
<PAGE> 17
(the "Exchange Act") or that are subject to the requirements of Section 15(d) of
such Act or that are registered as an investment company under the Investment
Company Act of 1940:
None
Set forth below are the number of shares of capital stock of Erie
Indemnity Company beneficially owned by the Nominee within the meaning of SEC
Rule 13d-1 and earliest date of acquisition of such capital stock.
None
The Nominee and Mrs. Hagen have entered into an Indemnification
Agreement, a copy of which is attached hereto. The Indemnification Agreement
includes the written consent of the Nominee to serve as director of Erie
Indemnity Company if nominated and elected as a director. For a description of
the arrangements and understanding between the Nominee and Mrs. Hagen contained
within the Indemnification Agreement with respect to the proposals contained in
the Notice, the election of the Nominee as a director, and actions to be
proposed or taken by the Nominee if elected as director, see the Notice to which
this Annex is attached.
<PAGE> 18
ANNEX G
Name: MITCHELL S. ROSENTHAL, M.D.
(the "Nominee")
Age: 65
Business address: Phoenix House
164 West 74th Street
New York, NY 10023
Residence address: 211 East 70th Street
New York, NY 10021-5205
Set forth below is a brief description of the Nominee's business
experience during the past five years, including the Nominee's principal
occupations and employment during the past five years; the name and principal
business of any corporation or other organization in which such occupations and
employment were carried on and the Nominee's current principal occupation or
employment.
1967-Present: President & CEO
Phoenix House Foundation
(Operates substance abuse programs)
The entity listed above is not a parent, subsidiary or other affiliate
of Erie Indemnity Company. The Nominee does not hold any positions or offices
with Erie Indemnity Company.
The Nominee currently is a director of the following companies that
have a class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") or that are subject to
the requirements of Section 15(d) of such Act or that are registered as an
investment company under the Investment Company Act of 1940:
INAMED Corporation
(NASDAQ: IMDC)
Santa Barbara, CA
Set forth below are the number of shares of capital stock of Erie
Indemnity Company beneficially owned by the Nominee within the meaning of SEC
Rule 13d-1 and earliest date of acquisition of such capital stock.
None
The Nominee and Mrs. Hagen have entered into an
Indemnification Agreement, a copy of which is attached hereto. The
Indemnification Agreement includes the written consent of the Nominee to serve
as director of Erie Indemnity Company if nominated and elected as a director.
For a description of the arrangements and understanding between the Nominee and
<PAGE> 19
Mrs. Hagen contained within the Indemnification Agreement with respect to the
proposals contained in the Notice, the election of the Nominee as a director,
and actions to be proposed or taken by the Nominee if elected as director, see
the Notice to which this Annex is attached.
<PAGE> 20
ANNEX H
Name: PERRY M. SMITH Ph.D.; Major General,
USAF (Ret.)
Age: 65
Business address: Visionary Leadership, Ltd.
P.O. Box 15666
Augusta, GA 30919-1666
Residence address: 3007 Cedar Hill Lane
Augusta, GA 30909
Set forth below is a brief description of the Nominee's business
experience during the past five years, including the Nominee's principal
occupations and employment during the past five years; the name and principal
business of any corporation or other organization in which such occupations and
employment were carried on and the Nominee's current principal occupation or
employment.
1986-Present: President and CEO
Visionary Leadership, Ltd.
Augusta, GA
(Noted author, lecturer and consultant in
leadership, strategic planning and ethics)
1991-1998: Military Analyst; Special Consultant to
CNN
1998-Present: Contributing Editor, U.S. News & World
Report
None of the entities listed above is a parent, subsidiary or other
affiliate of Erie Indemnity Company. The Nominee does not hold any positions or
offices with Erie Indemnity Company.
The Nominee currently is a director of the following companies that
have a class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") or that are subject to
the requirements of Section 15(d) of such Act or that are registered as an
investment company under the Investment Company Act of 1940:
None
Set forth below are the number of shares of capital stock of Erie
Indemnity Company beneficially owned by the Nominee within the meaning of SEC
Rule 13d-1 and earliest date of acquisition of such capital stock.
None
<PAGE> 21
The Nominee and Mrs. Hagen have entered into an Indemnification
Agreement, a copy of which is attached hereto. The Indemnification Agreement
includes the written consent of the Nominee to serve as director of Erie
Indemnity Company if nominated and elected as a director. For a description of
the arrangements and understanding between the Nominee and Mrs. Hagen contained
within the Indemnification Agreement with respect to the proposals contained in
the Notice, the election of the Nominee as a director, and actions to be
proposed or taken by the Nominee if elected as director, see the Notice to which
this Annex is attached.
<PAGE> 22
ANNEX I
Name: CHARLES D. SNELLING (the "Nominee")
Age: 68
Business address: The Snelling Company
711 Hamilton Mall
Allentown, PA 18101-2407
Residence Address: 1280 Church Street
Fogelsville, PA 18051
Set forth below is a brief description of the Nominee's business
experience during the past five years, including the Nominee's principal
occupations and employment during the past five years; the name and principal
business of any corporation or other organization in which such occupations and
employment were carried on and the Nominee's current principal occupation or
employment.
1987-Present: President and Director, Western Lehigh
Valley Corp.
1985-Present: Trustee, NEPA Management Business Trust
1999-Present: Director, Bliley Electric Company
1997-Present: Director, Axicon Technologies, Inc.
1986-Present: President and CEO
The Snelling Company
(Real estate and venture capital
interests)
None of the entities listed above is a parent, subsidiary or other
affiliate of Erie Indemnity Company. The Nominee does not hold any positions or
offices with Erie Indemnity Company.
The Nominee currently is a director of the following companies that
have a class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") or that are subject to
the requirements of Section 15(d) of such Act or that are registered as an
investment company under the Investment Company Act of 1940:
None
Set forth below are the number of shares of capital stock of Erie
Indemnity Company beneficially owned by the Nominee within the meaning of SEC
Rule 13d-1 and earliest date of acquisition of such capital stock.
<PAGE> 23
None
The Nominee and Mrs. Hagen have entered into an Indemnification
Agreement, a copy of which is attached hereto. The Indemnification Agreement
includes the written consent of the Nominee to serve as director of Erie
Indemnity Company if nominated and elected as a director. For a description of
the arrangements and understanding between the Nominee and Mrs. Hagen contained
within the Indemnification Agreement with respect to the proposals contained in
the Notice, the election of the Nominee as a director, and actions to be
proposed or taken by the Nominee if elected as director, see the Notice to which
this Annex is attached.
<PAGE> 24
ANNEX J
Name: WILLIAM H. STARBUCK, Ph.D. (the "Nominee")
Age: 61
Business address: Stern School of Business
New York University
44 West 4th Street
New York, NY 10012-1126
Residence address: 2 Washington Square Village
Apartment PHG
New York, NY 10012-1711
Set forth below is a brief description of the Nominee's business
experience during the past five years, including the Nominee's principal
occupations and employment during the past five years; the name and principal
business of any corporation or other organization in which such occupations and
employment were carried on and the Nominee's current principal occupation or
employment.
1985-Present: ITT Professor of Creative Management
Stern School of Business Administration
New York University
New York, NY
1994-Present: President (1997-98) and Member, Board of
Governors Academy of Management (a
professional association)
None of the entities listed above is a parent, subsidiary or other
affiliate of Erie Indemnity Company. The Nominee does not hold any positions or
offices with Erie Indemnity Company.
The Nominee currently is a director of the following companies that
have a class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") or that are subject to
the requirements of Section 15(d) of such Act or that are registered as an
investment company under the Investment Company Act of 1940:
None
Set forth below are the number of shares of capital stock of Erie
Indemnity Company beneficially owned by the Nominee within the meaning of SEC
Rule 13d-1 and earliest date of acquisition of such capital stock.
100 shares of Class A stock, December 27, 1999
<PAGE> 25
The Nominee and Mrs. Hagen have entered into an
Indemnification Agreement, a copy of which is attached hereto. The
Indemnification Agreement includes the written consent of the Nominee to serve
as director of Erie Indemnity Company if nominated and elected as a director.
For a description of the arrangements and understanding between the Nominee and
Mrs. Hagen contained within the Indemnification Agreement with respect to the
proposals contained in the Notice, the election of the Nominee as a director,
and actions to be proposed or taken by the Nominee if elected as director, see
the Notice to which this Annex is attached.
<PAGE> 26
ANNEX K
Name: JAMES M. TRAPP (the "Nominee")
Age: 65
Business address: McDermott, Will & Emery
227 West Monroe Street, Suite 3100
Chicago, IL 60606-5096
Residence address: 382 Ridge Avenue
Winnetka, IL 60093
Set forth below is a brief description of the Nominee's business
experience during the past five years, including the Nominee's principal
occupations and employment during the past five years; the name and principal
business of any corporation or other organization in which such occupations and
employment were carried on and the Nominee's current principal occupation or
employment.
1997-Present: Of Counsel (Retired Partner)
McDermott, Will & Emery
Chicago, IL
(Leading Trusts and Estates Lawyer,
retired)
1961-1997 President, James M. Trapp, P.C.
Partner or associate, McDermott, Will &
Emery
The entity listed above is not a parent, subsidiary or other affiliate
of Erie Indemnity Company. The Nominee does not hold any positions or offices
with Erie Indemnity Company.
The Nominee currently is a director of the following companies that
have a class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") or that are subject to
the requirements of Section 15(d) of such Act or that are registered as an
investment company under the Investment Company Act of 1940:
None
Set forth below are the number of shares of capital stock of Erie
Indemnity Company beneficially owned by the Nominee within the meaning of SEC
Rule 13d-1 and earliest date of acquisition of such capital stock.
None
The Nominee and Mrs. Hagen have entered into an Indemnification
Agreement, a copy of which is attached hereto. The Indemnification Agreement
includes the written consent of the
<PAGE> 27
Nominee to serve as director of Erie Indemnity Company if nominated and elected
as a director. For a description of the arrangements and understanding between
the Nominee and Mrs. Hagen contained within the Indemnification Agreement with
respect to the proposals contained in the Notice, the election of the Nominee as
a director, and actions to be proposed or taken by the Nominee if elected as
director, see the Notice to which this Annex is attached.
<PAGE> 1
EXHIBIT 3
INDEMNIFICATION AGREEMENT
AGREEMENT dated as of December __, 1999 between Susan Hirt
Hagen ("Mrs. Hagen") and the undersigned nominee (the "Indemnitee").
WHEREAS, Mrs. Hagen has asked and the Indemnitee has agreed to
be a nominee for election to the Board of Directors of Erie Indemnity Company
(the "Company") at the 2000 annual meeting of stockholders of the Company (the
"Annual Meeting"); and
WHEREAS, Mrs. Hagen and/or her affiliates may, in appropriate
circumstances, solicit proxies from the stockholders of Erie Indemnity Company
in support of the Indemnitee's election as a director of Erie Indemnity Company
at the Annual Meeting;
NOW, THEREFORE, in consideration of the foregoing and with the
understanding on the part of Mrs. Hagen that the Indemnitee is relying on this
Agreement in agreeing to be a nominee as aforesaid and for other and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Certain Definitions. As used in this Agreement, the
following defined terms have the meanings indicated below:
"Claim" means any threatened, pending or completed action,
suit or proceeding (whether civil, criminal, administrative,
formal or informal investigative or other), whether instituted
by Mrs. Hagen, any stockholder of the Company, the Company or
any other party, or any inquiry or investigation that the
Indemnitee in good faith believes might lead to the
institution of any such action, suit or proceeding.
"Expenses" means all reasonable attorney's fees and all other
reasonable fees, costs, expenses and obligations paid or
incurred in connection with the election of directors at the
Annual Meeting or related matters, including without
limitation, investigating, defending or participating (as a
party, witness or otherwise) in (including on appeal), or
preparing to defend or participate in, any Claim relating to
any Indemnifiable Event.
"Indemnifiable Event" means any event or occurrence relating
to or directly or indirectly arising out of, or any action
taken or omitted to be taken in connection with the election
of directors at the Annual Meeting or related matters, but not
in the Indemnitee's capacity as a director of the Company if
the Indemnitee is so elected.
<PAGE> 2
"Loss" means any and all damages, judgments, fines, penalties,
amounts paid or payable in settlement, deficiencies, losses
and Expenses (including all interest, assessments, and other
charges paid or payable in connection with or respect of such
Losses).
2. Agreement to Serve as a Nominee. (a) The Indemnitee hereby
consents to being named as a nominee for election as a director of the Company
at the Annual Meeting (or any special meeting of the stockholders of the Company
called for that purpose) in any materials submitted by on or behalf of Mrs.
Hagen to the Company or filed by on or behalf of Mrs. Hagen or the Company with
the Securities and Exchange Commission, and further consents to serve as a
director of the Company if elected at the Annual Meeting (or any special meeting
of the stockholders of the Company called for that purpose).
(b) Notwithstanding anything to the contrary contained in
paragraph (a) above, the Indemnitee hereby agrees with Mrs. Hagen that the
Indemnitee does not and will not (unless previously approved by Mrs. Hagen in
writing) consent to serve as a nominee for election as a director of the
Company, or to otherwise stand for election as or become a director of the
Company, as part of a slate of nominees proposed by any party (including the
Board of Directors of the Company or its Nominating Committee) other than Mrs.
Hagen unless such slate includes a number of nominees proposed by Mrs. Hagen
sufficient to constitute a majority of the members of the Board of Directors of
the Company.
3. Indemnification. (a) In the event the Indemnitee in his
capacity as nominee for election to the Company's Board of Directors at the
Annual Meeting was, is or becomes a party to or other participant in, or is
threatened to be made a party to or other participant in, a Claim by reason of
(or arising or allegedly arising in any manner out of or relating to in whole or
in part) an Indemnifiable Event or Idemnitee's being a nominee for election to
the Company's Board of Directors at the Annual Meeting, Mrs. Hagen to the
fullest extent permitted by applicable law shall indemnify and hold harmless the
Indemnitee from and against any and all Losses suffered, incurred or sustained
by the Indemnitee or to which the Indemnitee becomes subject, resulting from,
arising out of or relating to such Claim (it being understood that except as
provided in Section 3(c) with respect to Expenses, reimbursements of any such
Losses shall be made as soon as practicable but in any event no later than 15
days after written request (a "Claim Notice") is made to Mrs. Hagen accompanied
by supporting documentation). The Indemnitee shall give Mrs. Hagen written
notice of any Claim (accompanied by such reasonable supporting documentation as
may be in the Indemnitee's possession) as soon as practicable after the
Indemnitee becomes aware thereof; provided that the failure of the Indemnitee
give such notice shall not relieve Mrs. Hagen of her indemnification obligations
under this Agreement, except to the extent that such failure materially
prejudices the rights of Mrs. Hagen.
(b) In the case of the commencement of any action against the
Indemnitee in respect of which the Indemnitee may seek indemnification from Mrs.
2
<PAGE> 3
Hagen hereunder, Mrs. Hagen will be entitled to participate therein, including,
without limitation, the negotiation and approval of any settlement of such
action and, to the extent that Mrs. Hagen may wish to assume the defense
thereof, with counsel reasonably satisfactory to the Indemnitee, and after
notice from Mrs. Hagen to the Indemnitee of Mrs. Hagen's election so to assume
the defense thereof, together with Mrs. Hagen's written acknowledgement and
agreement that she will fully indemnify the Indemnitee under the terms of this
Agreement with regard to such Claim, Mrs. Hagen will not be liable to the
Indemnitee under this Agreement for any Expenses subsequently incurred by the
Indemnitee in connection with the defense thereof other than reasonable costs of
investigation and preparation therefor (including, without limitation, appearing
as a witness and reasonable fees and expenses of legal counsel in connection
therewith). If in any action for which indemnity may be sought hereunder Mrs.
Hagen shall not have timely assumed the defense thereof with counsel reasonably
satisfactory to the Indemnitee, or the Indemnitee shall have been advised by
counsel that it would constitute a conflict of interest for the same counsel to
represent both the Indemnitee and Mrs. Hagen in such action, or if the
Indemnitee may have separate or additional defenses with regard to such action,
the Indemnitee shall have the right to employ counsel for the Indemnitee
reasonably satisfactory to Mrs. Hagen in such action, in which event Mrs. Hagen
shall reimburse the Indemnitee for all reasonable legal fees and expenses
incurred by the Indemnitee in connection with the defense thereof. Mrs. Hagen
shall in no event be liable for any settlement of any action effected without
her prior written consent (which consent shall not be unreasonably withheld).
Mrs. Hagen shall not settle any Claim in any manner that would impose any
expense, penalty, obligation or limitation on the Indemnitee, or would contain
language other than a recitation of any amounts to be paid in settlement, that
could reasonably be viewed as an acknowledgement of wrongdoing on the part of
the Indemnitee or as materially detrimental to the reputation of the Indemnitee,
without the Indemnitee's prior written consent (which consent shall not be
unreasonably withheld).
(c) The Indemnitee's right to indemnification in Section 3 of
this Agreement shall include the right of the Indemnitee to be advanced by Mrs.
Hagen any Expenses incurred in connection with any Indemnifiable Event as such
Expenses are incurred by the Indemnitee; provided, however, that all amounts
advanced in respect of such Expenses shall be repaid to Mrs. Hagen by the
Indemnitee if it shall ultimately be determined in a final judgment without
further right to appeal by a court of appropriate jurisdiction that the
Indemnitee is not entitled to be indemnified for such Expenses because their
Loss arose as a result of the Indemnitee's gross negligence or willful
misconduct.
4. Partial Indemnity, etc. If the Indemnitee is entitled under
any provision of this Agreement to indemnification by Mrs. Hagen for some or a
portion of any Loss, but not for all of the total amount thereof, Mrs. Hagen
shall nevertheless indemnify the Indemnitee for the portion thereof to which the
Indemnitee is entitled. Moreover, notwithstanding any other provision of this
Agreement, to the extent that the Indemnitee has been successful on the merits
or otherwise in defense of any or all Claims relating in whole or in part to an
Indemnifiable Event or in defense of any issue or matter
3
<PAGE> 4
therein, including dismissal without prejudice, the Indemnitee shall be
indemnified against all Expenses incurred in connection therewith.
5. No Presumptions. For purposes of this Agreement, the
termination of any claim, action, suit or proceeding, by judgment, order,
settlement (whether with or without court approval), or upon a plea of nolo
contendere, or its equivalent, shall not create a presumption that the
Indemnitee did not meet any particular standard of conduct or have any
particular belief or that a court has determined that indemnification is not
permitted by applicable law.
6. Nonexclusivity, etc. The rights of the Indemnitee hereunder
shall be in addition to any other rights the Indemnitee may have under any
bylaw, insurance policy, Pennsylvania corporate law or otherwise. To the extent
that a change in applicable law (whether by statute or judicial decision) would
permit greater indemnification by agreement than would be afforded currently
under this Agreement, it is the intent of the parties hereto that the Indemnitee
shall enjoy by this Agreement the greater benefits so afforded by such change.
7. Amendment, etc. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.
8. Subrogation. In the event of any payment under this
Agreement, Mrs. Hagen shall be subrogated to the extent of such payment to all
of the rights of recovery of the Indemnitee, and the Indemnitee shall execute
all papers reasonably required and shall take such action that may be reasonably
necessary to secure such rights, including the execution of such documents
necessary to enable Mrs. Hagen effectively to bring suit to enforce such rights.
9. No Duplication of Payments. Mrs. Hagen shall not be liable
under this Agreement to make any payment in connection with a Claim made against
the Indemnitee to the extent the Indemnitee has otherwise actually received
payment (under any insurance policy, bylaw or otherwise) of the amounts
otherwise indemnifiable hereunder; provided that, if the Indemnitee for any
reason is required to disgorge any payment actually received, Mrs. Hagen shall
be obligated to pay such amount to the Indemnitee in accordance with the other
terms of this Agreement (i.e., disregarding the terms of this Section 9).
10. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania,
without giving effect to principles of conflicts of laws.
4
<PAGE> 5
11. Counterparts. This Agreement may be executed in one or
more counterparts for the convenience of the parties hereto, all of which
together shall constitute one and the same instrument.
5
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
-------------------------------
Susan Hirt Hagen
-------------------------------
6
