<PAGE> 1
EXHIBIT 7
[Susan Hirt Hagen Letterhead]
January 12, 2001
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 2001 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 Common
Stock. For further information on my ownership of the Company's securities,
reference should be made to Annex C attached to this Notice.
I hereby notify the Company of five shareholder proposals in respect of
the 2001 Annual Meeting of Shareholders of the Company (the "Annual Meeting"),
tentatively scheduled for April 24, 2001:
(1) I propose the following persons (the "Hagen Nominees") for
consideration by the Nominating Committee of the Company 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
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Louis V. Imundo, Jr., Ph.D.
Hon. Linda S. Kaiser, Esq., CPCU
* Samuel P. Katz
* Claude C. Lilly, III, Ph.D., CLU, CPCU
* Henry N. Nassau, Esq.
Richard J. Pinola, CPA
-----------------
* Current Directors
I believe the Hagen Nominees are appropriate candidates for election at
the Annual Meeting.
(2) If any of the five Hagen Nominees who are current directors and at
least two other Hagen Nominees are not selected by the Nominating Committee when
it announces its slate, this Notice also constitutes my proposal to nominate all
of the Hagen Nominees not included on the Nominating Committee's slate for
election as directors of the Company at the Annual Meeting. I will appear at the
Annual Meeting to nominate such Hagen Nominees for election to the Board. In the
event that the size of the Board is increased beyond 12, I will nominate all the
Hagen Nominees that are not included on the Nominating Committee slate. In
addition, I reserve the right to nominate additional candidates at the Annual
Meeting if the size of the Board is increased above 16, the current maximum
number permitted by the Company's Bylaws.
(3) To permit shareholders sufficient time within which to consider and
propose the nomination of candidates to stand for election to the Company's
Board of Directors, I propose that the advance notice provision adopted in 1999,
which is embodied in Section 2.07(a) of the Bylaws of the Company, be amended to
read as follows (capitalized letters indicate additions; [+] indicates
deletions):
"(a) Shareholder Proposals Relating to Candidates for Election
as Directors. NOMINATIONS OF PERSONS FOR ELECTION TO THE BOARD
OF DIRECTORS MAY BE MADE AT ANY MEETING OF SHAREHOLDERS AT
WHICH DIRECTORS ARE TO BE ELECTED (I) BY OR AT THE DIRECTION
OF THE NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS, OR (II)
BY ANY SHAREHOLDER WHO IS ENTITLED TO VOTE AT ANY MEETING AT
WHICH SUCH DIRECTORS ARE TO BE ELECTED AND WHO COMPLIES WITH
THE NOTICE PROCEDURES SET FORTH IN THIS SECTION 2.07(A) (A
"DIRECTOR NOMINATION").
(1) A Shareholder, whether or not entitled to vote in the
election of Directors, may propose to the Nominating
Committee of the Board of Directors one or more persons
who the Shareholder believes would be appropriate
candidates for election by Shareholders as a Director at
any meeting of Shareholders at which Directors are to be
elected (A "SHAREHOLDER NOMINATION PROPOSAL"). [+]
(2) A SHAREHOLDER NOMINATION PROPOSAL OR DIRECTOR NOMINATION
shall be made by notice in writing, delivered in person or
by first class United States mail
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postage prepaid or by reputable overnight delivery
service, to the Nominating Committee of the Board of
Directors of the corporation to the attention of the
Secretary of the corporation at the principal office of
the corporation, within the time limits specified herein
and otherwise in accordance with this Section 2.07(a).
(3) In the case of an annual meeting of Shareholders, any such
written SHAREHOLDER NOMINATION Proposal must be received
by the Nominating Committee not less than 90 calendar days
nor more than 120 calendar days before the first
anniversary of the date on which the corporation first
mailed its proxy statement to Shareholders for the annual
meeting of Shareholders in the immediately preceding year;
provided, however, that in the case of an annual meeting
of Shareholders that is called for a date which is not
within 30 calendar days before or after the first
anniversary date of the annual meeting of Shareholders in
the immediately preceding year, any such written
SHAREHOLDER NOMINATION Proposal by a Shareholder must be
received by the Nominating Committee within five business
days after the earlier of the date the corporation shall
have mailed notice to its Shareholders that an annual
meeting of Shareholders will be held, issued a press
release, filed a periodic report with the Securities and
Exchange Commission (the "SEC"), or otherwise publicly
disseminated notice that an annual meeting of Shareholders
will be held.
(4) In the case of a special meeting of Shareholders, any such
written SHAREHOLDER NOMINATION Proposal by a Shareholder
must be received by the Nominating Committee within five
business days after the earlier of the date that the
corporation shall have mailed notice to its Shareholders
that a special meeting of Shareholders will be held,
issued a press release, filed a periodic report with the
SEC, or otherwise publicly disseminated notice that a
special meeting of Shareholders will be held.
(5) THE CORPORATION SHALL PUBLICLY ANNOUNCE THE NOMINATING
COMMITTEE'S NOMINEES FOR ELECTION TO THE BOARD OF
DIRECTORS: (I) IN THE CASE OF AN ANNUAL MEETING OF
SHAREHOLDERS, NOT LESS THAN 30 CALENDAR DAYS NOR MORE THAN
90 CALENDAR DAYS BEFORE THE FIRST ANNIVERSARY OF THE DATE
ON WHICH THE CORPORATION FIRST MAILED ITS PROXY STATEMENT
TO SHAREHOLDERS FOR THE ANNUAL MEETING OF SHAREHOLDERS IN
THE IMMEDIATELY PRECEDING YEAR; PROVIDED, HOWEVER, THAT IN
THE CASE OF AN ANNUAL MEETING OF SHAREHOLDERS THAT IS
CALLED FOR A DATE WHICH IS NOT WITHIN 30 CALENDAR DAYS
BEFORE OR AFTER THE FIRST ANNIVERSARY DATE OF THE ANNUAL
MEETING OF SHAREHOLDERS IN THE IMMEDIATELY PRECEDING YEAR,
SUCH PUBLIC ANNOUNCEMENT SHALL BE MADE WITHIN FIVE
BUSINESS DAYS FOLLOWING THE LAST DAY ON WHICH SHAREHOLDER
NOMINATION PROPOSALS MUST BE RECEIVED BY THE NOMINATING
COMMITTEE; OR (II) IN THE CASE OF A SPECIAL MEETING OF
SHAREHOLDERS, IN THE NOTICE MAILED TO SHAREHOLDERS OR
OTHER PUBLICLY DISSEMINATED NOTICE IN ACCORDANCE WITH
PARAGRAPH (4) ABOVE THAT SUCH SPECIAL MEETING WILL BE
HELD.
(6) ANY SUCH WRITTEN DIRECTOR NOMINATION MUST BE RECEIVED BY
THE NOMINATING COMMITTEE: (I) IN THE CASE OF AN ANNUAL
MEETING OF SHAREHOLDERS, NOT MORE
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THAN 30 CALENDAR DAYS FOLLOWING THE CORPORATION'S PUBLIC
ANNOUNCEMENT OF THE NOMINATING COMMITTEE'S NOMINEES FOR
DIRECTOR IN CONNECTION WITH SUCH MEETING, OR (II) IN THE
CASE OF A SPECIAL MEETING OF SHAREHOLDERS, WITHIN FIVE
BUSINESS DAYS AFTER THE EARLIER OF THE DATE THAT THE
CORPORATION SHALL HAVE MAILED NOTICE TO ITS SHAREHOLDERS
THAT A SPECIAL MEETING OF SHAREHOLDERS WILL BE HELD,
ISSUED A PRESS RELEASE, FILED A PERIODIC REPORT WITH THE
SEC, OR OTHERWISE PUBLICLY DISSEMINATED NOTICE THAT A
SPECIAL MEETING OF SHAREHOLDERS WILL BE HELD; PROVIDED
THAT, IN EITHER CASE, IF NO SUCH PUBLIC ANNOUNCEMENT IS
MADE BY THE CORPORATION, ANY SUCH WRITTEN DIRECTOR
NOMINATION MUST BE RECEIVED AT ANY TIME PRIOR TO THE
ANNUAL OR SPECIAL MEETING OF SHAREHOLDERS.
(7) Such written SHAREHOLDER NOMINATION Proposal OR DIRECTOR
NOMINATION by a Shareholder shall set forth (A) the name
and address of the Shareholder who has made the proposal,
(B) the name, age, business address and, if known,
residence address of each person so proposed, (C) the
principal occupation or employment for the past five years
of each person so proposed, (D) the number of shares of
capital stock of the corporation beneficially owned within
the meaning of SEC Rule 13d-1 by each person so proposed
and the earliest date of acquisition of any such capital
stock, (E) a description of any arrangement or
understanding between each person so proposed and the
proposing Shareholder with respect to such person's
proposal, election as a Director, and actions to be
proposed or taken by such person if elected as a Director,
(F) the written consent of each person so proposed to
serve as a Director if nominated and elected as a Director
and (G) such other information regarding each such person
as would be required under the proxy solicitation rules of
the SEC if proxies were to be solicited for the election
as a Director of each person so proposed.
(8) If a written SHAREHOLDER NOMINATION Proposal OR A WRITTEN
DIRECTOR NOMINATION by a Shareholder submitted to the
Nominating Committee fails, in the reasonable judgment of
the Nominating Committee, to contain the information
specified in clause (7) hereof or is otherwise deficient,
the Chairperson of the Nominating Committee shall, as
promptly as is practicable under the circumstances,
provide written notice to the Shareholder of such failure
or deficiency in the written SHAREHOLDER NOMINATION
Proposal OR DIRECTOR NOMINATION by a Shareholder and such
Shareholder shall have five business days from receipt of
such notice to submit a revised SHAREHOLDER NOMINATION
Proposal OR DIRECTOR NOMINATION that corrects such failure
or deficiency in all material respects."
I will appear at the Annual Meeting to present this proposal.
(4) To ensure that the Committees of the Board of Directors are composed of
Directors who are sufficiently independent of management and the Company, I
propose that the following sections of the Bylaws of the Company be amended as
indicated below (capitalized letters indicate additions; [+] indicates
deletions) and that a new Section 3.17 be added at the end of Article III of the
Bylaws of the Company as indicated below:
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- Proposed Amendment to Paragraph (a) of Section 3.07.
Executive Committee:
"(a) General Rule. There shall be an Executive
Committee which, except as provided in subsection
(b), shall have and exercise all power and authority
of the Board of Directors between meetings of the
Board. The Executive Committee shall consist of not
fewer than three (3) regular members including the
Chief Executive Officer of the corporation who shall
be Chairman of the Executive Committee, unless
another member shall be designated by resolution of
the Board. All of the regular members shall be
designated by resolution of the Board. Not less than
one-third of the committee must be Directors who are
[+] INDEPENDENT (AS SUCH TERM IS DEFINED IN SECTION
3.17 BELOW). The Executive Committee shall meet at
any time and place designated and at least six hours
oral or written notice given by or on behalf of the
Chairman of the Executive Committee, and shall report
promptly to the entire Board of Directors the
substance of any action taken by the Executive
Committee, which action may be changed by the Board
without prejudice to intervening rights."
- Proposed Amendment to Paragraph (a) of Section 3.08.
Audit Committee and Audit:
"(a) Appointment. The Board of Directors shall
appoint annually an Audit Committee which shall
consist of not less than three (3) Directors who are
[+] INDEPENDENT (AS SUCH TERM IS DEFINED IN SECTION
3.17 BELOW). The Audit Committee shall determine the
nature and extent of the audit of the corporation.
The Audit Committee shall determine the nature and
extent of the audit of the records and of the
verification and certification of the accounts of the
corporation, and not later than at the last meeting
of the Board in a calendar year, shall recommend to
the Board the engagement and compensation of an
independent Certified Public Accountant or firm of
such accountants to audit the said records and
certify the said accounts for the ensuing calendar
year. In making said audit, verification and
certification, said accountant or firm shall be under
the direction of the Audit Committee and shall be
responsible to and shall report to the Board of
Directors and not to the officers of the corporation.
The Chief Executive Officer and the President, if not
also the Chief Executive Officer, shall be
non-voting, ex-officio members of the Audit
Committee."
- Proposed Amendment to Section 3.09. Nominating
Committee:
"The Board of Director shall appoint annually a
Nominating Committee which shall consist of not less
than three (3) Directors who are [+] INDEPENDENT (AS
SUCH TERM IS DEFINED IN SECTION 3.17 BELOW). The
Nominating Committee shall, prior to the Annual
Meeting, determine and nominate candidates for the
office of Directors of the corporation to be elected
by the shareholders to serve terms as established by
the bylaws and until their successors are appointed."
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- Proposed Amendment to Section 3.10. Executive
Compensation Committee:
"The Board of Directors shall appoint annually an
Executive Compensation Committee which shall consist
of not less than three (3) Directors who are [+]
INDEPENDENT (AS SUCH TERM IS DEFINED IN SECTION 3.17
BELOW). The Executive Compensation Committee shall be
responsible for evaluating the performance of the
principal officers of the corporation and
recommending to the Board of Directors the [+]
compensation of the principal officers. The Executive
Compensation Committee shall also be responsible for
the drafting of reports, disclosures, evaluations and
other documents relating to executive compensation
for filing with State and Federal regulatory
authorities."
- Proposed Amendment to Section 3.12. Other Committees:
"The Board of Directors may designate from time to
time any other committees as the Board may deem
necessary and appropriate. The Board may set the
number of members of any such committee and may
appoint such members. Not less than one-third of any
committee created hereunder must be Directors who are
[+] INDEPENDENT (AS SUCH TERM IS DEFINED IN SECTION
3.17 BELOW)."
- Proposed Addition of Section 3.17. Definition of
Independent:
"SECTION 3.17. DEFINITION OF INDEPENDENT. FOR
PURPOSES OF THIS ARTICLE III, A DIRECTOR SHALL NOT BE
"INDEPENDENT" IF HE OR SHE (I) IS, OR HAS BEEN WITHIN
THE PREVIOUS TWO YEARS, AN EMPLOYEE OR OFFICER OF OR
AN AGENT OR CONSULTANT FOR THE CORPORATION OR ANY
ENTITY CONTROLLING, CONTROLLED BY OR UNDER COMMON
CONTROL WITH THE CORPORATION, (II) HAS DURING THE
CURRENT YEAR, OR HAS HAD DURING EITHER OF THE
PREVIOUS TWO YEARS, ANY BUSINESS RELATIONSHIP WITH
THE CORPORATION OR ANY SUBSIDIARY OF THE CORPORATION
THAT WOULD BE REQUIRED TO BE DISCLOSED UNDER
PARAGRAPH (B) OF ITEM 404 OF REGULATION S-K
PROMULGATED BY THE SEC IF PROXIES WERE TO BE
SOLICITED BY THE CORPORATION FOR THE ELECTION AS A
DIRECTOR OF SUCH PERSON OR (III) IS A BENEFICIAL
OWNER OF A CONTROLLING INTEREST IN THE VOTING STOCK
OF THE CORPORATION OR ANY ENTITY CONTROLLING,
CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
CORPORATION."
I will appear at the Annual Meeting to present this proposal.
(5) One of the most important fiduciary duties of a Board of Directors
is to make sure that plans and procedures are in place for the selection of
highly competent and motivated principal officers and to ensure that there are
appropriate succession plans for those principal officers. In fact, the
Pennsylvania Insurance Holding Company Act requires that the corporation have a
committee consisting of independent directors charged with the responsibility
for recommending to the Board the selection of principal officers. The Company
Bylaws presently provide for the selection of principal officers by the same
small committee which deals with executive compensation issues and does not
provide for the creation of a succession process
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at all. Therefore, in the interest of assuring the implementation of fair and
efficient procedures where none currently exist for selecting the principal
officers of the Company and their successors from time to time, I propose that a
new Section 3.18 be added at the end of Article III of the Bylaws of the Company
as follows, thereby creating a Principal Officers Selection Committee composed
of truly independent directors to deal exclusively with critically important
selection and succession planning issues:
"Section 3.18 Principal Officers Selection Committee. The
Board of Directors shall appoint annually a Principal Officers
Selection Committee consisting of all of the Directors then
serving on the Board who are Independent (as such term is
defined in Section 3.17 above). The Principal Officers
Selection Committee shall (i) meet from time to time to
implement and review procedures for the identification,
selection and employment of the Company's various principal
officers and their successors elected by the Board of
Directors under Section 4.02 of these Bylaws, (ii) appoint an
advisory panel with whom the Committee shall consult on a
regular basis, such panel to consist of any Director who is
not Independent solely by reason of clause (iii) of the
definition of such term, the corporation's Chief Executive
Officer and any other current or former principal officer of
the corporation as the Committee may deem appropriate, (iii)
have the authority to retain a professional search firm as
well as other professional advisors (including independent
legal counsel) and (iv) take such other steps as it believes
are necessary and appropriate to identify principal officers
and their successors for the corporation. In the first year of
its existence, the Principal Officers Selection Committee
shall include in the corporation's second quarter Form 10-Q
and Form 10-K, and thereafter shall include in the
corporation's proxy statement, a report to the Shareholders
describing the Committee's activities since its previous
report to Shareholders, including the number of meetings held,
and the procedures that it has adopted for the identification,
selection and retention of principal officers and their
successors."
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 I 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, current director Henry N.
Nassau (who purchased 1,000 shares of Class A stock on the open market on June
9, 2000) and current director Claude C. Lilly, III (who purchased 200 shares of
Class A stock on the open market on May 26, 2000 and 500 shares of Class A stock
on the open market on November 20, 2000), 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
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transaction, or series of similar transactions, that has occurred since January
1, 1999 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 (the "SEC") promulgated under the
Securities Exchange Act of 1934, as amended. Although not specifically required
to be disclosed by the proxy solicitation rules promulgated by the SEC, in the
interest of full disclosure, I do want to point out that one of the Hagen
Nominees, current director Henry N. Nassau, along with my husband, serve as
directors of Bliley Technologies, Inc., a private company owned by Roger W.
Richards, Esq., who serves as legal counsel for my family. 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 to be
nominated and to serve as a director of the Company is attached to each such
Hagen Nominee's Annex to this Notice.
There are no arrangements or understandings between myself and any
Hagen Nominee and any other person with respect to the proposals contained in
this Notice, the election of each Hagen Nominee as a director, or any actions to
be proposed or taken by any Hagen Nominee if elected as a director, except that
I have agreed to indemnify each Hagen Nominee who is not currently serving as a
director of the Company 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.
The reason for, and the general effect of, the proposals relating to
the nomination of candidates for director included in this Notice is to cause
the election of a Board a majority of whose members are dedicated to
safeguarding the core principles practiced by my father, H.O. Hirt, the
Company's co-founder, and to responding to the long-range goals and needs of the
Company, its shareholders and its other constituencies. The reasons for, and the
general effect of, the other proposals included in this Notice are to permit
voting shareholders sufficient time within which to consider the Nominating
Committee's proposed Board candidates before they are required to present
nominees of their own; to impose a higher standard for independence to qualify
for service on Board committees in order to ensure the independence of Board
members from the influence of management; and to appoint a committee
specifically responsible for creating and implementing selection and succession
plans and procedures for the Company's principal officers where none currently
exist.
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
SEC 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
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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,
/s/ Susan Hirt Hagen
-------------------------------
Susan Hirt Hagen
Enclosures: Annexes A-I
cc: John M. Petersen
Chairperson, Nominating Committee
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ANNEX A
<TABLE>
<CAPTION>
Name: KENNETH B. FRANK (the "Nominee")
<S> <C>
Age: 56
Business address: The Technology Group, Inc.
One North Charles Street, Suite 1300
Baltimore, MD 21201
Residence address: 1808 Dixon Road
Baltimore, MD 21209
</TABLE>
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.
<TABLE>
<S> <C>
1989-Present: Founder, President and CEO
The Technology Group, Inc.
Baltimore, MD
(Software development company)
</TABLE>
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. Also attached hereto is the
written consent of the Nominee to be named as a nominee for election as a
director of Erie Indemnity Company and to serve 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.
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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: January 5, 2001
/s/ Kenneth B. Frank
-------------------------
Kenneth B. Frank
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ANNEX B
Name: PATRICIA GARRISON-CORBIN (the "Nominee"), a current
Director
Age: 53
Business address: P.G. 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 "Company"). The Nominee does not hold
any positions or offices with the Company, except that of director of the
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:
Sole stockholder/director of P.G. Corbin Asset Management, Inc.
Sole stockholder of company which is managing partner of The Delancey
Capital Group
Erie Indemnity Company
Erie Family Life Insurance Company
Set forth below are the number of shares of capital stock of the Company
beneficially owned by the Nominee within the meaning of SEC Rule 13d-1 and
earliest date of acquisition of such capital stock.
None
Attached is the written consent of the Nominee to be named as a nominee
for election as a director of Erie Indemnity Company and to serve if nominated
and elected as a director. For a description of the arrangements and
understanding between the Nominee and Mrs. Hagen 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.
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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: January 8, 2001
/s/ Patricia Garrison-Corbin
----------------------------
Patricia Garrison-Corbin
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ANNEX C
Name: SUSAN HIRT HAGEN (the "Nominee"), a current Director
Age: 65
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
None of the entities listed above is a parent, subsidiary or other
affiliate of the Erie Indemnity Company (the "Company"), except for the H.O.
Hirt Trusts which hold 76.22% of the controlling Class B stock of the Company.
The Nominee does not hold any positions or offices with the Company, except that
of director of the 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 the 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
Mrs. Hagen has entered into an Indemnification Agreement with each Hagen
Nominee who is not currently serving as a director of the Company. Mrs. Hagen
also has obtained the written consent of each Hagen Nominee to be named as a
nominee for election as a director of the Company and to serve if nominated and
elected as a director. For a description of the arrangements and understanding
between Mrs. Hagen and each Hagen Nominee 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.
34
<PAGE> 15
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: January 5, 2001
/s/ Susan Hirt Hagen
--------------------
Susan Hirt Hagen
35
<PAGE> 16
ANNEX D
Name: LOUIS V. IMUNDO, JR., Ph.D.
Age: 58
Business address: 6116 Old Spanish Trail
Dayton, OH 45459
Residence address: 6116 Old Spanish Trail
Dayton, OH 45459
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.
1990-Present: President
Louis V. Imundo, Inc.
Dayton, OH
(Arbitration and mediation services)
None of the entities listed above is a parent, subsidiary or other
affiliate of Erie Indemnity Company (the "Company"). The Nominee does not hold
any positions or offices with the 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 the 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. Also attached is the written consent of the
Nominee to be named as a nominee for election as a director of the Company and
to serve 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.
36
<PAGE> 17
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: January 7, 2001
/s/ Louis V. Imundo, Jr.
----------------------------
Louis V. Imundo, Jr.
37
<PAGE> 18
] ANNEX E
Name: HON. LINDA SUSAN KAISER, ESQ., CPCU
(the "Nominee")
Age: 44
Business address: Saul Ewing LLP
Centre Square West
1500 Market Street - 38th Floor
Philadelphia, PA 19102
Residence address: 313 Monroe Street
Philadelphia, PA 19147
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.
June 2000-Present: Partner, Saul Ewing LLP
Philadelphia, PA
July 1997-June 2000: Senior Vice President, General Counsel and
Secretary
Reliance Insurance Company
Philadelphia, PA
January 1995-June 1997: Insurance Commissioner, Commonwealth of
Pennsylvania
Harrisburg, PA
None of the entities listed above is a parent, subsidiary or other
affiliate of Erie Indemnity Company (the "Company"). The Nominee does not hold
any positions or offices with the 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 the Company
beneficially owned by the Nominee within the meaning of SEC Rule 13d-1 and
earliest date of acquisition of such capital stock.
None
38
<PAGE> 19
The Nominee and Mrs. Hagen have entered into an Indemnification Agreement,
a copy of which is attached hereto. Also attached is the written consent of the
Nominee to be named as a nominee for election as a director of the Company and
to serve 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.
39
<PAGE> 20
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: January 5, 2001
/s/ Linda Susan Kaiser
----------------------------
Linda Susan Kaiser
40
<PAGE> 21
ANNEX F
Name: SAMUEL P. KATZ (the "Nominee"), a current Director
Age: 51
Business address: Enter Sport Capital Advisors, Inc.
One Presidential Boulevard, Suite 422
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.
2000-Present: President and CEO
Greater Philadelphia First Foundation
Philadelphia, PA
(Non-profit corporation)
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)
None of the entities listed above is a parent, subsidiary or other
affiliate of Erie Indemnity Company (the "Company"). The Nominee does not hold
any positions or offices with the Company, except that of director of the
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
Erie Family Life Insurance Company
Set forth below are the number of shares of capital stock of the Company
beneficially owned by the Nominee within the meaning of SEC Rule 13d-1 and
earliest date of acquisition of such capital stock.
None
41
<PAGE> 22
Attached is the written consent of the Nominee to be named as a nominee
for election as a director of Erie Indemnity Company and to serve if nominated
and elected as a director. For a description of the arrangements and
understanding between the Nominee and Mrs. Hagen 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.
42
<PAGE> 23
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: January 4, 2001
/s/ Samuel P. Katz
-----------------------
Samuel P. Katz
43
<PAGE> 24
ANNEX G
Name: CLAUDE C. LILLY, III, Ph.D., CLU, CPCU
(the "Nominee"), a current Director
Age: 54
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.
May 2000-Present: Dean
Belk College of Business
Administration, University of
North Carolina Charlotte
July 1998-April 2000: 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
44
<PAGE> 25
None of the entities listed above is a parent, subsidiary or other
affiliate of Erie Indemnity Company (the "Company"). The Nominee does not hold
any positions or offices with the Company, except that of director of the
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
Erie Family Life Insurance Company
Set forth below are the number of shares of capital stock of the Company
beneficially owned by the Nominee within the meaning of SEC Rule 13d-1 and
earliest date of acquisition of such capital stock.
700 shares of Class A stock, 2000
Attached is the written consent of the Nominee to be named as a nominee
for election as a director of Erie Indemnity Company and to serve if nominated
and elected as a director. For a description of the arrangements and
understanding between the Nominee and Mrs. Hagen 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.
45
<PAGE> 26
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: January 8, 2001
/s/ Claude C. Lilly, III
---------------------------
Claude C. Lilly, III
46
<PAGE> 27
ANNEX H
Name: HENRY N. NASSAU, ESQ. (the "Nominee"), a current
Director
Age: 46
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.
2000-Present: Director, Higher Mountain, Inc.
(Internet procurement company)
2000-Present Director, PaperExchange, Inc.
(ICGE backed vertical exchange for the paper
industry)
May 1999-Present: Managing Director, General Counsel & Secretary
Internet Capital Group, Inc. (NASDAQ: ICGE)
(Internet holding company)
1999-Present: Director, CourtLink, Inc.
(ICGE backed legal internet companies)
1999-Present: Director, Bliley Technologies, Inc.
(Electronics component manufacturer)
September 1987-May 1999: Partner and Chairman of the Business
Department (5/97-5/99)
Dechert Price & Rhoads
Philadelphia, PA (Law firm)
None of the entities listed above is a parent, subsidiary or other
affiliate of Erie Indemnity Company (the "Company"). The Nominee does not hold
any positions or offices with the Company, except that of director of the
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:
47
<PAGE> 28
Erie Indemnity Company
Erie Family Life Insurance Company
Set forth below are the number of shares of capital stock of the Company
beneficially owned by the Nominee within the meaning of SEC Rule 13d-1 and
earliest date of acquisition of such capital stock.
1,000 shares of Class A stock, 2000
Attached is the written consent of the Nominee to be named as a nominee
for election as a director of Erie Indemnity Company and to serve if nominated
and elected as a director. For a description of the arrangements and
understanding between the Nominee and Mrs. Hagen 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.
48
<PAGE> 29
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: January 8, 2001
/s/ Henry N. Nassau
-----------------------
Henry N. Nassau
49
<PAGE> 30
ANNEX I
Name: RICHARD J. PINOLA, CPA
Age: 54
Business address: 1818 Market Street
Thirty-Third Floor
Philadelphia, PA 19103-3614
Residence address: 1322 N. Tulip Drive
West Chester, PA 19380
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.
1994-Present: Director
K-Tron International, Inc. (NASDAQ: KTII)
Pitman, NJ
(Producer of process control and material handling
equipment)
1992-Present: Chairman and CEO
Right Management Consultants, Inc. (NASDAQ: RMCI)
Philadelphia, PA
(Career management and human resource consulting)
1968-1991 President and Chief Operating Officer
Penn Mutual Life Insurance Company
Philadelphia, PA
(Diversified financial services)
None of the entities listed above is a parent, subsidiary or other
affiliate of Erie Indemnity Company (the "Company"). The Nominee does not hold
any positions or offices with the 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:
K-Tron International, Inc. (NASDAQ: KTII)
Right Management Consultants, Inc. (NASDAQ: RMCI)
Set forth below are the number of shares of capital stock of the Company
beneficially owned by the Nominee within the meaning of SEC Rule 13d-1 and
earliest date of acquisition of such capital stock.
None
50
<PAGE> 31
The Nominee and Mrs. Hagen have entered into an Indemnification Agreement,
a copy of which is attached hereto. Also attached is the written consent of the
Nominee to be named as a nominee for election as a director of the Company and
to serve 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.
51
<PAGE> 32
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: January 5, 2001
/s/ Richard J. Pinola
------------------------
Richard J. Pinola
52
