-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UfYeEkx6Luc3nHhrW+arwgB8ewXKehJG1x9VTpfZhhWuR76lq07zOG+PXvkxq+5K lXejGY8upZGX/d0BQNveEQ== 0000950123-02-012339.txt : 20021230 0000950123-02-012339.hdr.sgml : 20021230 20021230153045 ACCESSION NUMBER: 0000950123-02-012339 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021230 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ERIE INDEMNITY CO CENTRAL INDEX KEY: 0000922621 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 250466020 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44061 FILM NUMBER: 02871866 BUSINESS ADDRESS: STREET 1: 100 ERIE INSURANCE PL CITY: ERIE STATE: PA ZIP: 16530 BUSINESS PHONE: 8148702000 MAIL ADDRESS: STREET 1: 100 ERIE INSURANCE PLACE CITY: ERIE STATE: PA ZIP: 16530 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HAGEN SUSAN HIRT CENTRAL INDEX KEY: 0001100591 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ROGER W RICHARDS STREET 2: 100 STATE STREET - STE 440 CITY: ERIE STATE: PA ZIP: 16507-1456 BUSINESS PHONE: 8144550370 MAIL ADDRESS: STREET 1: C/O ROGER W RICHARDS STREET 2: 100 STATE STREET - STE 440 CITY: ERIE STATE: PA ZIP: 16507-1456 SC 13D/A 1 y67381sc13dza.txt AMENDMENT NO. 5 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) 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, P.C. 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. ROBERT S. REDER, ESQ. MILBANK, TWEED, HADLEY & McCLOY LLP 1 CHASE MANHATTAN PLAZA NEW YORK, NY 10005 December 30, 2002 (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 / /. 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): 38.75% (14) TYPE OF REPORTING PERSON: IN 2 This Amendment No. 5 amends the statement on Schedule 13D originally filed with the Securities and Exchange Commission on December 10, 1999 (as amended, 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. 5 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 30, 2002, Mrs. Hagen delivered a Notice of Shareholder Proposals With Respect to 2003 Annual Meeting (the "Notice") to the Nominating Committee and to the Secretary of the Company in accordance with the advance notice provisions of the Company's Bylaws. The Notice describes several proposals that she intends to submit to shareholders in connection with the 2003 Annual Meeting. The text of the Notice, together with a letter delivered to the Company in connection therewith, are attached hereto as Exhibits and are incorporated herein by reference. The first is a proposal that the individuals named in the Notice (the "Candidates"), including Mrs. Hagen, be considered by the Nominating Committee for inclusion on its slate for election as Directors at the 2003 Annual Meeting. Mrs. Hagen also has indicated that she assumes that the other three independent Directors (as defined by the proposed new NASDAQ listing standards) currently serving on the Board will be renominated by the Nominating Committee to stand for election at the Annual Meeting but, if they are not, she reserves the right to renominate any or all of them at the 2003 Annual Meeting. Mrs. Hagen has further notified the Company that, depending on the slate nominated by the Nominating Committee, as a Class B voting shareholder, she intends to nominate a group of candidates that will include herself and individuals from the list of the Candidates in the Notice and could also include the other independent Directors currently serving on the Board, should that prove necessary. Mrs. Hagen has also indicated that she would expect and support the renomination of President and CEO Jeffrey Ludrof and Board Chairman F. William Hirt, her co-Trustee of the H.O. Hirt Trusts. Mrs. Hagen believes that the Candidates are highly qualified, experienced and genuinely independent individuals committed to advancing the basic business values and standards established and observed by her late father, H.O. Hirt, co-founder of the Erie Indemnity Company and the Erie Insurance Exchange, and to strengthening the long-term health and well-being of all of the companies comprising the Erie Group (including the Erie Insurance Exchange) for the benefit of their shareholders, policyholders and other constituencies. Each Candidate has agreed to be named a nominee for election as Director of the Company at the 2003 Annual Meeting and to serve if nominated and elected as a Director. 3 Mrs. Hagen has indicated to the Company that she believes it is important to increase the number and percentage of independent Directors on the Board. To that end, she believes that the Company should implement the corporate governance principles proposed by the Nasdaq Stock Market by the time of the 2003 Annual Meeting. Rather than increasing the size of the Board to add new independent Directors, she believes that the currently authorized 13 is a workable size for this Board. Mrs. Hagen has indicated to the Company that she believes that larger boards can be unwieldy, encumbering the ability of the board to act effectively and efficiently with the full participation and input of all its members. She believes that the shareholders will have an attractive pool of qualified and independent candidates from which to choose at the 2003 Annual Meeting: the Candidates, the other independent Directors currently serving on the Board and any other appropriate independent candidates who may be nominated by any other voting shareholder or by the Nominating Committee at the 2003 Annual Meeting. The Notice also proposes five amendments to the Company's Bylaws for consideration by the shareholders at the 2003 Annual Meeting. These proposals are intended to give effect to Mrs. Hagen's belief that the Company's voting shareholders, including the H.O. Hirt Trusts, should have the last word on the size and composition of the Board. The FIRST proposal would amend the current advance notice bylaw to require the Company to publicly disclose the names of the Nominating Committee's nominees for election as Directors at each annual meeting of shareholders in advance of the date of such meeting, and permit the two dozen or so voting shareholders sufficient time thereafter within which to consider and propose the nomination of candidates to stand for election to the Board, while leaving in place the current provisions which permit any shareholder, whether or not entitled to vote, to propose appropriate candidates for the Nominating Committee to consider. The SECOND proposed amendment would give shareholders a better opportunity to submit proposals (other than in connection with the election of Directors) for a vote of shareholders at annual meetings by moving the period during which such proposals may be submitted under the Company's advance notice bylaw to a date closer to the annual meeting, that is, not less than 60 nor more than 120 days prior to the first anniversary of the prior year's annual meeting. The THIRD proposed amendment would fix the size of the Board at its current authorized size of 13 and provide that such number cannot be changed except by a vote of the shareholders. The FOURTH proposed amendment would eliminate the power of the Board to fill any vacancies and newly created directorships and vest such power exclusively in the shareholders. The FIFTH and final proposed amendment would ensure that the foregoing amendments to the Bylaws can only be amended in the future by the shareholders of the Company, for whose benefit such amendments are being proposed. 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. Item 7 of the Schedule 13D is hereby amended to add the following exhibits: 11. Letter to Erie Indemnity Company from Susan Hirt Hagen in relation to Notice of Shareholder Proposals for the 2003 Annual Meeting, dated December 30, 2002. 4 12. Notice of Shareholder Proposals for the 2003 Annual Meeting, dated December 30, 2002. 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 30, 2002 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 (previously filed in Amendment No. 1 to the Schedule 13D dated December 29, 1999). 2. Notice of Shareholder Proposals With Respect to 2000 Annual Meeting, dated December 29, 1999 (previously filed in Amendment No. 1 to the Schedule 13D dated December 29, 1999). 3. Form of Indemnification Agreement by and between Mrs. Hagen and each Hagen Nominee (previously filed in Amendment No. 1 to the Schedule 13D dated December 29, 1999). 4. Complaint, Motion for a Preliminary Injunction and a Supporting Memorandum of Law filed on March 9, 2000 by Susan Hirt Hagen in the Court of Common Pleas, Erie County, Pennsylvania against the Company (previously filed in Amendment No. 2 to the Schedule 13D dated March 9, 2000). 5. Opinion and Order of April 24, 2000 by Hon. William R. Cunningham, President Judge, Court of Common Pleas, Erie County, Pennsylvania, 83 Erie County L.J. 120 (C.P. Erie Cty. 2000) (previously filed in Amendment No. 3 to the Schedule 13D dated January 12, 2001). 6. Letter to Erie Indemnity Company from Susan Hirt Hagen in relation to Notice of Shareholder Proposals With Respect to 2001 Annual Meeting, dated January 12, 2001 (previously filed in Amendment No. 3 to the Schedule 13D dated January 12, 2001). 7. Notice of Shareholder Proposals With Respect to 2001 Annual Meeting, dated January 12, 2001 (previously filed in Amendment No. 3 to the Schedule 13D dated January 12, 2001). 8. Form of Indemnification Agreement by and between Mrs. Hagen and each of the Hagen Nominees who is not currently serving as a director of the Company (previously filed in Amendment No. 3 to the Schedule 13D dated January 12, 2001). 9. Letter to Erie Indemnity Company from Susan Hirt Hagen in relation to Notice of Shareholder Proposals With Respect to 2002 Annual Meeting, dated December 28, 2001 (previously filed in Amendment No. 4 to the Schedule 13D dated December 28, 2001). 7 10. Notice of Shareholder Proposals With Respect to 2002 Annual Meeting, dated December 28, 2001 (previously filed in Amendment No. 4 to the Schedule 13D dated December 28, 2001). 11. Letter to Erie Indemnity Company from Susan Hirt Hagen in relation to Notice of Shareholder Proposals for the 2003 Annual Meeting, dated December 30, 2002. 12. Notice of Shareholder Proposals for the 2003 Annual Meeting, dated December 30, 2002. 8 EX-99.11 3 y67381exv99w11.txt LETTER TO ERIE INDEMNITY COMPANY Exhibit 11 [Susan Hirt Hagen Letterhead] December 30, 2002 VIA HAND DELIVERY Erie Indemnity Company 100 Erie Insurance Place Erie, Pennsylvania 16530 Attention: Jan Van Gorder, Esq., Corporate Secretary The 2003 Annual Meeting of Shareholders of Erie Indemnity Company comes at a pivotal time in the history of the Company, presenting Company shareholders with an opportunity to effect meaningful changes in the composition of the Company's Board and its corporate governance philosophy. In order for the shareholders to be in a position to take advantage of this opportunity, the Company's advance notice bylaw provides for shareholders to submit proposals, including the names of Director candidates, at this time in order for them to be considered at the 2003 Annual Meeting. Accordingly, enclosed please find a Notice of Shareholder Proposals with respect to the 2003 Annual Meeting, together with a copy of Amendment No. 5 to my Schedule 13D which is being filed with the Securities and Exchange Commission today. Developments at both the national level and in the Company's business and operations make the decisions facing us at the 2003 Annual Meeting important to the future success and welfare of both the Company and the Erie Insurance Exchange. Since last year's Annual Meeting, sweeping corporate governance legislation has been signed into law which will profoundly impact the manner in which public corporations manage their affairs and go about their business. The Nasdaq Stock Market ("NASDAQ") has proposed rigorous new listing standards which will require, among other things, boards of directors of NASDAQ-listed companies to include a majority of directors who are truly independent from management. NASDAQ's new rules will also require changes in the make-up of virtually all of the Board's key committees. There is no reason why this Company should not proactively adopt the current "best practices" reflected in the proposed rules at the upcoming Annual Meeting. Clearly, the Company and the Exchange have reached a critical juncture. While the Exchange remains adequately capitalized and has maintained its A.M. Best rating, at least for the time being, the financial trends presented for the Exchange in the Form S-3 Registration Statement filed with the Securities and Exchange Commission in connection with the Company's pending secondary offering are quite alarming. The year 2002 marks the fourth straight year of ever-increasing insurance underwriting losses at the Exchange. From 1999 through September 2002, the Exchange's policyholders' surplus has declined by over $2.5 billion, which was caused by record insurance underwriting and investment losses, bringing the surplus to its lowest level since early 1997. In recognition of these adverse trends, the Board, for the first time since 1996, has reduced the management and service fees charged by the Company to the Exchange starting in 2003. The attached Notice sets forth the names of the individuals who I propose that the Nominating Committee consider for election to the Board. Each of the candidates identified in the Notice is highly qualified and experienced, genuinely independent and committed to advancing the basic business values and standards established and observed by my late father, H.O. Hirt, co-founder of the Company and the Exchange. Also, I have no business or personal relationship with any of these individuals. In addition, I assume that each of the other three current independent Directors, as defined by the proposed new NASDAQ listing standards, will be renominated by the Nominating Committee. If any of these Directors is not selected by the Nominating Committee when it announces its slate, the Notice also indicates that I reserve the right to renominate any or all of them myself. Since each of these individuals currently serves on the Board, the Company should be able to access the requisite information required by the advance notice bylaw in order to update the biographical information contained in the 2002 proxy statement and the recent Form S-3 Registration Statement. Depending on the slate nominated by the Nominating Committee, as a Class B voting shareholder, I intend to nominate a group of Candidates that will include myself and individuals from the list of Candidates named in the attached Notice and could also include the other current independent Directors, should that prove necessary. I also would expect, and support, the renomination of President and CEO Ludrof and Board Chairman Hirt, my co-Trustee of the H.O. Hirt Trusts. Consistent with the requirements of the proposed new NASDAQ listing standards, it is my hope that the shareholders will elect a Board comprised predominantly of Directors who are truly independent of management. I have long been concerned by the presence of so many Directors on the Board having significant personal business and employment relationships with the Company which could call into question their independence and make it less likely that they will challenge management when necessary in performing their Board responsibilities. Of the 12 current Board members, two are current Company executive officers, two are former Company CEO's (one of whom has a lucrative investment consulting contract with the Company) and two others own and operate insurance agencies that receive substantial commissions from the Exchange and the Company's insurance subsidiaries. These Directors, who will not qualify for service on key committees under the proposed new NASDAQ listing standards, now constitute a majority on some of the most important Board committees, including the Nominating Committee (three out of five members), the Executive Compensation Committee (two out of four) and the Executive Committee (four out of six). Indeed, the only Board committee not currently consisting of a majority of these Directors is the Audit Committee, which under current NASDAQ rules must be populated with Directors who are truly free from personal business and employment relationships with the Company. The upcoming Annual Meeting presents the shareholders with an opportunity to improve the Board so that there is a clear majority of independent Directors whose only compensation from the Company and Exchange are their director fees. Rather than simply increasing the size of the Board to add new independent Directors, there should be fewer Directors with business and employment relationships with the Company and the Exchange. It is my feeling that the continued presence of a large tightly-knit group of "insider" Directors on the Board will hamper the ability of independent Directors to guide the Company toward better corporate governance policies and practices, and toward a greater focus and emphasis on the financial health and success of the Exchange as a means, ultimately, of better guaranteeing the success of the Company, no matter how many new Directors are added to the Board. In addition, I intend to propose to my co-Trustees that we elect a Board at the next Annual Meeting consisting of 13 directors, the current authorized size. It is my belief that larger boards can be unwieldy, encumbering the ability of the board to act effectively and efficiently with the full participation and input of all of its members. This is in keeping with the principle that "smaller is better", which has been adopted by a number of prominent U.S. corporations, and was affirmed in a recent survey that revealed that 89% of boards of directors have less than 12 members. In fact, the ERIE's immediate past CEO wrote in July 2000 that "the ideal size for our Board would probably be 12 or slightly less." In any event, the shareholders will have an attractive pool of qualified and independent candidates from which to choose at the 2003 Annual Meeting: the Candidates identified in the enclosed Notice, other current independent Directors and any other appropriate independent candidates who may be nominated by any other voting shareholder or by the Nominating Committee at the 2003 Annual Meeting. The Notice also contains five shareholder proposals that I intend to bring before the shareholders for a vote at the 2003 Annual Meeting. These proposals would amend the Company's Bylaws to: 1. Revise the current advance notice bylaw to provide that direct nominations of candidates for director by the Class B voting shareholders are not due until after the Nominating Committee announces its slate in connection with annual meetings of shareholders, while leaving in place the current provisions which permit any shareholder, whether or not entitled to vote for the election of directors, the ability to propose appropriate candidates to the Nominating Committee for its consideration; 2. Revise the current advance notice bylaw to provide that other shareholder proposals in connection with annual meetings of shareholders must be submitted not less than 60 nor more than 120 days prior to the first anniversary of the prior year's annual meeting; 3. Fix the size of the Board at 13, which is the current authorized number; 4. Provide that midterm vacancies on the Board may only be filled by the shareholders; and 5. Provide that the bylaws referred to in items 1 through 4 above cannot be amended without a vote of the shareholders. These proposed Bylaw amendments reflect my continuing concern that the Company does not provide its voting shareholders, including the H.O. Hirt Trusts, with an adequate opportunity to meaningfully participate in the process of nominating Directors to serve on the Board. As currently structured, the Company's advance notice bylaw as adopted by the Board in 1999 is based on the erroneous proposition that only the Nominating Committee - and not the Company's shareholders - has the right to nominate candidates for election as Directors, and that shareholders may only suggest Board candidates to the Nominating Committee. In April 2000, President Judge William Cunningham of the Erie County Common Pleas Court affirmed the position taken by me and supported by the corporate Trustee of the H.O. Hirt Trusts that voting shareholders have an inherent right to nominate candidates for election as Directors. Though the Company later stipulated to the Court's findings, the Board has never amended its advance notice bylaw to correct the defective assumption upon which it was based. Although I have never agreed that the current advance notice bylaw applies to direct nominations of Directors by Class B voting shareholders, in the spirit of cooperation, I have always attempted to accommodate its provisions by submitting my nominations in accordance with the provisions of that bylaw. Those provisions require submission of candidates long before the Nominating Committee announces its slate each year. It is my firm belief that the two dozen or so voting shareholders, including the H.O. Hirt Trusts, should have the last word on both the size and composition of the Board. My proposed Bylaw amendments are designed to accomplish this goal. I truly believe that these proposals are in the best interests of the Company and the Exchange and their many constituencies. What I seek is a truly independent Board that can act as an honest and objective advisor to and overseer of our young management team; a Board that is sensitive to the needs and perspectives of the shareholders; a Board that represents an adherence to the best current practices in corporate governance; and a Board that can help guide the Company, and particularly the Exchange, through the difficult and challenging times that we now face. Thank you for your consideration of this letter and the enclosed Notice and Schedule 13D amendment. Sincerely, /s/ Susan Hirt Hagen -------------------- Susan Hirt Hagen Enclosures EX-99.12 4 y67381exv99w12.txt NOTICE OF SHAREHOLDER PROPOSALS Exhibit 12 [Susan Hirt Hagen Letterhead] December 30, 2002 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 for the 2003 Annual Meeting I am hereby submitting this notice (the "Notice") to Erie Indemnity Company (the "Company") in accordance with the provisions of Sections 2.07(a) and (b) of the Amendment and Restatement of Bylaws of the Company, dated September 9, 2002 (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 (the "Trusts") under a trust agreement created by my late father, Henry Orth Hirt, co-founder of the Company and the Erie Insurance Exchange (the "Exchange"). The Trusts beneficially own 2,340 shares (76.72% based on the stated number of shares outstanding in the last Form 10-Q filing) 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. In addition, my immediate family is the largest holder of the Company's Class A Common Stock. I hereby notify the Company of the following shareholder proposals that I intend to bring before the 2003 Annual Meeting of Shareholders of the Company (the "Annual Meeting"): (1) NOMINATION OF CANDIDATES FOR DIRECTOR I propose the following persons named below (the "Candidates") for consideration by the Nominating Committee of the Company (the "Nominating Committee") for election to the Board of Directors of the Company (the "Board") at the Annual Meeting. Should the Candidates not be selected by the Nominating Committee, and depending upon the slate of candidates nominated by the Nominating Committee, this Notice constitutes my proposal to nominate a number of the Candidates at the Annual Meeting. The Candidates are: Kenneth B. Frank Susan Hirt Hagen Michael H. Hershock Louis V. Imundo, Jr., Ph.D. Claude C. Lilly, Ph.D., CPCU, CLU Henry N. Nassau, Esq. Ajay Patel Richard J. Pinola, CPA William Schwartz, Esq. William Starbuck, Ph.D. Richard Stover Daniel J. Whelan In addition to myself, I am proposing a pool of candidates who are truly independent, as defined by the proposed new NASDAQ listing standards, for the shareholders to consider at the 2003 Annual Meeting in order to increase the number and percentage of independent Directors on the Board. I believe that all the individuals listed are appropriate candidates for election at the Annual Meeting. I assume that each of the Company's other three current independent Directors, as defined by the proposed new NASDAQ listing standards, will be renominated by the Nominating Committee to stand for re-election at the Annual Meeting. However, if any of these other independent Directors is not selected by the Nominating Committee when it announces its slate, I hereby reserve the right to renominate any or all of them at the Annual Meeting. Since each of those individuals currently serves on the Board, the Company should be able to access the requisite information required by Section 2.07(a)(4) of the Bylaws in order to update the biographical information contained in the Company's 2002 proxy statement and its recent Form S-3 Registration Statement. In addition, if the number of Directors constituting the entire Board is expanded by the Board beyond the currently authorized size of 13 members, I hereby reserve the right to propose additional candidates for the consideration of the Nominating Committee and the shareholders. I will appear at the Annual Meeting to make these nominations. (2) ADVANCE NOTICE OF DIRECTOR NOMINATIONS To permit the two dozen or so voting shareholders of the Company, including the H.O. Hirt Trusts, sufficient time within which to consider and propose the direct nomination of candidates to stand for election to the Board, I propose that Section 2.07 of the Bylaws be amended, effective upon adoption at the Annual Meeting, to (a) add a new paragraph (c) to read as follows: "(c) Nomination of 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 (a "Director Nomination") and who complies with the applicable notice procedures set forth in this Section 2.07(c). (1) A Director Nomination shall be made by notice in writing, delivered in person or by first class United States mail 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(c). (2) The corporation shall publicly announce the Nominating Committee's nominees for election to the Board of Directors, in the case of an annual meeting of Shareholders, not less than 60 calendar days nor more than 120 calendar days before the first anniversary of the date of the annual meeting of Shareholders in the immediately preceding year by mailing notice of such nominees to its Shareholders, issuing a press release, filing a periodic report with the SEC, or otherwise publicly disseminating notice of such nominees. (3) Any Director Nomination must be received by the Nominating Committee, in the case of an annual meeting of Shareholders, not more than 30 calendar days following the corporation's public announcement of the Nominating Committee's nominees for Director in connection with such meeting as provided in clause (2) of this Section 2.07(c). (4) Any Director Nomination submitted in connection with an annual meeting of Shareholders in accordance with clause (3) of this Section 2.07(c) shall set forth, with respect to each nominee, the information specified in clause (4) of Section 2.07(a). (5) If a Director Nomination submitted to the Nominating Committee fails, in the reasonable judgment of the Nominating Committee, to contain the information specified in clause (4) of Section 2.07(a) 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 Director Nomination and such Shareholder shall have five business days from receipt of such notice to submit a revised Director Nomination that corrects such failure or deficiency in all material respects. (6) Notwithstanding anything to the contrary contained in this Section 2.07(c), no Shareholder entitled to vote for Directors shall be required to submit a prior written notice of any Director Nomination that such Shareholder intends to make (i) in the case of an annual meeting of Shareholders, if timely announcement of the Nominating Committee's nominees for Director in connection with such meeting shall not have been made in accordance with clause (2) of this Section 2.07(c), or (ii) in the case of any special meeting of Shareholders at which one or more Directors are to be elected, in either of which cases the Director Nomination may be made at such annual or special meeting."; and (b) amend the first sentence of clause (1) of Section 2.07(b) of the Bylaws in its entirety to read as follows: "(1) A Shareholder of the corporation may bring a matter (other than a proposal to the Nominating Committee of a candidate for election as a Director which is covered by subsection (a) or subsection (c) of this Section 2.07) before a meeting of Shareholders only if (A) such matter is a proper matter for Shareholder action and such Shareholder shall have provided notice in writing, delivered in person or by first class United States mail postage prepaid or by reputable overnight delivery service, to the Secretary of the corporation at the principal office of the corporation, within the time limits specified herein or (B) the Shareholder complies with the provisions of Rule 14a-8 under the Securities Exchange Act of 1934 (as amended) relating to inclusion of Shareholder proposals in the corporation's proxy statement." I will appear at the Annual Meeting to present this proposal. (3) OTHER SHAREHOLDER PROPOSALS In order to give shareholders a better opportunity to submit proposals (other than in connection with the election of Directors) for a vote of shareholders at annual meetings, I propose that clause (2) of Section 2.07(b) of the Bylaws be amended, effective upon adoption at the Annual Meeting, in its entirety to read as follows: "(2) In the case of an annual meeting of Shareholders, any such written notice of presentation of a matter by a Shareholder must be received by the Secretary of the corporation not less than 60 calendar days nor more than 120 calendar days before the first anniversary of the date of 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 notice of presentation by a Shareholder of a matter must be received by the Secretary of the corporation 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 SEC, or otherwise publicly disseminated that an annual meeting of Shareholders will be held." I will appear at the Annual Meeting to present this proposal. (4) FIXING THE SIZE OF THE BOARD To fix the number of Directors serving on the Board and to provide that such number cannot be changed except by a vote of the shareholders, I propose that the first sentence of Section 3.02 of the Bylaws be amended, effective upon adoption at the Annual Meeting, in its entirety to read as follows: "The Board of Directors shall consist of thirteen (13) Directors, 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." I will appear at the Annual Meeting to present this proposal. (5) FILLING BOARD VACANCIES To eliminate the power of the Board to fill any vacancies and newly created directorships and to vest such power exclusively in the shareholders, I propose that Section 3.14 of the Bylaws be amended, effective upon adoption at the Annual Meeting, in its entirety to read as follows: "Section 3.14. Vacancies. Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of Directors, may be filled only by Shareholders entitled to vote thereon at a meeting duly called and held for such purpose, and each person so selected shall be a director to serve for the balance of the unexpired term, and until a successor has been selected and qualified or until his or her earlier death, resignation or removal." I will appear at the Annual Meeting to present this proposal. (6) BYLAW AMENDMENTS To ensure that the foregoing amendments to the Bylaws can only be amended in the future by the shareholders of the Company, for whose benefit such amendments are being proposed, I propose that Section 8.01 of the Bylaws be amended, effective upon adoption at the Annual Meeting, in its entirety to read as follows: "Section 8.01. Amendments. These bylaws may be altered, amended or repealed and new bylaws adopted, either (i) by vote of the Shareholders at any duly organized annual or special meeting of Shareholders, or (ii) with respect to those matters that are not by statute committed expressly to the Shareholders and regardless of whether the Shareholders have previously adopted or approved the bylaw being amended or repealed, by vote of a majority of the Board of Directors of the corporation in office at any regular or special meeting of Directors; provided, however, that a vote of the Shareholders shall be required to amend, repeal or adopt any provision inconsistent with Section 2.07, the first sentence of Section 3.02, Section 3.14 or this Section 8.01 of these bylaws. Any change in these bylaws shall take effect when adopted unless otherwise provided in the resolution affecting the change." I will appear at the Annual Meeting to present this proposal. * * * I hereby advise you that certain information relating to each of the Candidates as required by the Bylaws is set forth herein and in Annexes A through L of this Notice. Except as set forth herein or in any of such Annexes, to the best of my knowledge (i) no Candidate 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 such Candidate's associates beneficially owns, directly or indirectly, any securities of the Company; (ii) no Candidate, his associates or any member of his 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, 2001 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 Candidate 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 Candidate or any of his associates has any arrangement or understanding with any person pursuant to which he 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 Candidate 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 Candidates, Richard L. Stover, along with my husband and current Director Henry N. Nassau, 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 Candidate to be nominated and to serve as a Director of the Company is attached to each such Candidate's Annex to this Notice. There are no arrangements or understandings between myself and any Candidate and any other person with respect to the proposals contained in this Notice, the election of each Candidate as a Director, or any actions to be proposed or taken by any Candidate if elected as a Director. 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 Candidates 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 by me or on my behalf. Finally, In the event that the Nominating Committee (in the case of my proposal contained in this Notice to nominate candidates for election to the Board at the Annual Meeting) or the Board of Directors (in the case of my other proposals contained in this Notice) determines in accordance with clause (5) of Section 2.07(a) of the Bylaws or clause (5) of Section 2.07(b) of the Bylaws, as the case may be, that this Notice in any way fails to present the required information or is in any other way deficient with respect to the nomination of either any of the Candidates or any of the other current independent Directors, I understand that I will be provided with written notice of such failure or deficiency "as promptly as is practicable under the circumstances" and, in such event, I will have five business days from receipt of such notice to correct such failure or deficiency in all material respects. Sincerely, /s/ Susan Hirt Hagen -------------------- Susan Hirt Hagen Enclosures: Annexes A-L ANNEX A Name: KENNETH B. FRANK (the "Nominee") Age: 58 Business address: LawOnTheWeb, L.P. iInfoTech, L.L.C. Suite 400 PO Box 65530 901 Dulaney Valley Road Baltimore, MD 21209 Baltimore, MD 21204 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. Sept. 2001-Present Founder, Member LawOnTheWeb, L.P. Baltimore, MD (Software development and consulting company) 2001-Present: Founder, President and CEO iInfoTech, L.L.C. Baltimore, MD (Software development and consulting company) 1989-2001: 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 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 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. CONSENT OF NOMINEE The undersigned hereby consents to being named as a nominee for election as a director of the Company at the 2003 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 2003 Annual Meeting (or at any special meeting of stockholders of the Company called for that purpose.) Dated: December 15, 2002 /s/ Kenneth B. Frank ----------------------------------------- Kenneth B. Frank ANNEX B Name: SUSAN HIRT HAGEN (the "Nominee") Age: 67 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 78.52% 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. Except for Directors' Deferred Compensation Phantom Units acquired pursuant to the Directors' Compensation Plan, there are no transactions by the Nominee in the securities of Erie Indemnity Company over the last two years. 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 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. CONSENT OF NOMINEE The undersigned hereby consents to being named as a nominee for election as a director of the Company at the 2003 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 2003 Annual Meeting (or at any special meeting of stockholders of the Company called for that purpose.) Dated: December 17, 2002 /s/ Susan Hirt Hagen ------------------------- Susan Hirt Hagen 2 ANNEX C Name: MICHAEL H. HERSHOCK (the "Nominee") Age: 57 Business address: 1200 North Seventh Street Harrisburg, PA 17102-1444 Residence address: 1282 Kuhn Road Boiling Springs, PA 17007 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. September 1994 - December 27, 2002: President and CEO American Education Services 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 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 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. CONSENT OF NOMINEE The undersigned hereby consents to being named as a nominee for election as a director of the Company at the 2003 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 2003 Annual Meeting (or at any special meeting of stockholders of the Company called for that purpose.) Dated: December 19, 2002 /s/ Michael H. Hershock ----------------------------------------- Michael H. Hershock ANNEX D Name: LOUIS V. IMUNDO, JR., Ph.D. (the "Nominee") Age: 60 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 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 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. CONSENT OF NOMINEE The undersigned hereby consents to being named as a nominee for election as a director of the Company at the 2003 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 2003 Annual Meeting (or at any special meeting of stockholders of the Company called for that purpose.) Dated: December 13, 2002 /s/ Louis V. Imundo, Jr., Ph.D. ----------------------------------------- Louis V. Imundo, Jr., Ph.D. ANNEX E Name: CLAUDE C. LILLY, III, Ph.D., CLU, CPCU (the "Nominee") Age: 56 Business address: Belk College of Business Administration University of North Carolina Charlotte 9201 University City Boulevard Charlotte, NC 28223 Residence address: 10315 Pineshadow Drive, Apt. #207 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
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. 500 shares of Class A stock Except for Directors' Deferred Compensation Phantom Units acquired pursuant to the Directors' Compensation Plan, the following is a summary of all transactions by the Nominee in the securities of Erie Indemnity Company over the last two years.
Amount of Class A Common Stock Date of Transaction Purchased (P) or Sold (S) ------------------- ------------------------------ 11/20/00 500 (P) 05/26/00 200 (P) 01/03/02 200 (S)
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. CONSENT OF NOMINEE The undersigned hereby consents to being named as a nominee for election as a director of the Company at the 2003 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 2003 Annual Meeting (or at any special meeting of stockholders of the Company called for that purpose.) Dated: December 15, 2002 /s/ Claude C. Lilly, III ---------------------------------------- Claude C. Lilly, III, Ph.D., CLU, CPCU ANNEX F Name: HENRY N. NASSAU, ESQ. (the "Nominee") Age: 48 Business address: Internet Capital Group, Inc. 435 Devon Park Drive, Building 600 Wayne, PA 19087 Residence address: Wilson Farm 1695 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, Bliley Technologies, Inc. (Electronics component manufacturer) 1999-Present: Director, various companies associated with Albert Abela Corporation (Large international food and hospitality corporation) September 1987-May 1999: Partner and Chairman of the Business Department (1/98 - 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: 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. 600 shares of Class A stock Except for Directors' Deferred Compensation Phantom Units acquired pursuant to the Directors' Compensation Plan, the following is a summary of all transactions by the Nominee in the securities of Erie Indemnity Company over the last two years.
Amount of Class A Common Stock Date of Transaction Purchased (P), or Sold (S) ------------------- --------------------------- 06/09/2000 600(P)
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. CONSENT OF NOMINEE The undersigned hereby consents to being named as a nominee for election as a director of the Company at the 2003 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 2003 Annual Meeting (or at any special meeting of stockholders of the Company called for that purpose.) Dated: December 15, 2002 /s/ Henry N. Nassau, Esq. ------------------------------- Henry N. Nassau, Esq. ANNEX G Name: AJAY PATEL (the "Nominee") Age: 39 Business address: Clear Lake Partners 153 E. 53 St., Suite 4800 New York, NY 10022 Residence address: 130 E. 75 St. #7D New York, NY 10021 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. 2002: Managing Partner Clear Lake Partners New York, NY (asset management) 2001: Managing Partner Merrill Lynch New York, NY (high yield capital markets) 1999-2000: Managing Director Donaldson, Lufkin & Jenrette New York, NY (leveraged finance) 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 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 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. CONSENT OF NOMINEE The undersigned hereby consents to being named as a nominee for election as a director of the Company at the 2003 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 2003 Annual Meeting (or at any special meeting of stockholders of the Company called for that purpose.) Dated: December 19, 2002 /s/ Ajay Patel ----------------------------------------- Ajay Patel ANNEX H Name: RICHARD J. PINOLA, CPA (the "Nominee") Age: 56 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. (NYSE: RHT) 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. (NYSE: RHT) 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 the Company and to serve if nominated and elected as a director. For a description of 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. CONSENT OF NOMINEE The undersigned hereby consents to being named as a nominee for election as a director of the Company at the 2003 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 2003 Annual Meeting (or at any special meeting of stockholders of the Company called for that purpose.) Dated: December 17, 2002 /s/ Richard J. Pinola, CPA ----------------------------------------- Richard J. Pinola, CPA ANNEX I Name: WILLIAM SCHWARTZ (the "Nominee") Age: 69 Business address: Cadwalader, Wickersham & Taft 100 Maiden Lane New York, NY 10038 Residence address: 860 Fifth Avenue, Apt. 4F New York, NY 10021 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. 1998-Present: Counsel Cadwalader, Wickersham & Taft New York, NY 1998-Present: University Professor of Law Cardozo Law School New York, NY 1993-1998: Vice President for Academic Affairs Yeshiva University New York, NY 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: Director, Viacom and Viacom International 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 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 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. CONSENT OF NOMINEE The undersigned hereby consents to being named as a nominee for election as a director of the Company at the 2003 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 2003 Annual Meeting (or at any special meeting of stockholders of the Company called for that purpose.) Dated: December 14, 2002 /s/ William Schwartz, Esq. ----------------------------------------- William Schwartz, Esq. ANNEX J Name: WILLIAM H. STARBUCK (the "Nominee") Age: 68 Business address: New York University Stern School of Business 40 West Fourth St. Suite 722 New York, NY 10012-1118 Residence address: Penthouse G 2 Washington Square Village New York, NY 10012-1117 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 New York University, Stern School of Business New York, NY 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 following is a summary of all transactions by the Nominee in the securities of Erie Indemnity Company over the last two years.
Amount of Class A Common Stock Date of Transaction Purchased (P), or Sold (S) ------------------- ------------------------------ 12/27/1999 100 (P) 05/17/2001 100 (S)
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 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. CONSENT OF NOMINEE The undersigned hereby consents to being named as a nominee for election as a director of the Company at the 2003 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 2003 Annual Meeting (or at any special meeting of stockholders of the Company called for that purpose.) Dated: December 12, 2002 /s/ William H. Starbuck, Ph.D. ----------------------------------------- William H. Starbuck, Ph.D. ANNEX K Name: RICHARD L. STOVER (the "Nominee") Age: 60 Business address: Birchmere Capital L.L.C. 5000 Stonewood Drive, Suite 220 Wexford, PA 15090 Residence address: 1203 Deering Bay Court Gibsonia, PA 15044 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. October 2000-Present: Managing Principal Birchmere Capital L.L.C. Wexford, PA (Private equity fund) August 1999 - October 2000: Principal Stover & Associates Wexford, PA (Financial consulting) November 1996 - August 1999: President and COO First Western Bancorp, Inc. New Castle, PA (Financial services) 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 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 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. CONSENT OF NOMINEE The undersigned hereby consents to being named as a nominee for election as a director of the Company at the 2003 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 2003 Annual Meeting (or at any special meeting of stockholders of the Company called for that purpose.) Dated: December 16, 2002 /s/ Richard L. Stover ----------------------------------------- Richard L. Stover ANNEX L Name: DANIEL J. WHELAN (the "Nominee") Age: 57 Business address: 1717 Arch St., 17th Floor Philadelphia, PA 19103 Residence address: 247 S. 7th St. 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. 1997 - present: President of Verizon, PA Philadelphia, PA (telecommunications) 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: Verizon, PA Verizon, MD Compaq Computer Board of Advisors 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 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 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. CONSENT OF NOMINEE The undersigned hereby consents to being named as a nominee for election as a director of the Company at the 2003 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 2003 Annual Meeting (or at any special meeting of stockholders of the Company called for that purpose.) Dated: December 19, 2002 /s/ Daniel J. Whelan ----------------------------------------- Daniel J. Whelan -----END PRIVACY-ENHANCED MESSAGE-----