-----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, Jdfb4kIQSdMI2ynBvUk+CGXN/8POD9Ld/Xje102xUUi/r2FFHRytykia38xl5DNe FmDQkNAZJ91CVc8th0W/Hg== 0000950123-99-011205.txt : 19991230 0000950123-99-011205.hdr.sgml : 19991230 ACCESSION NUMBER: 0000950123-99-011205 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991229 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ERIE INDEMNITY CO CENTRAL INDEX KEY: 0000922621 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 250466020 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44061 FILM NUMBER: 99782957 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 STANDARD INDUSTRIAL CLASSIFICATION: [] 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 AMENDMENT NO. 1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 ) ERIE INDEMNITY COMPANY (Name of Issuer) Class B Common Stock (Title of Class of Securities) 29530P-201 (CUSIP Number) SUSAN HIRT HAGEN c/o ROGER W. RICHARDS, ESQ. RICHARDS & ASSOCIATES 100 STATE STREET, SUITE 440 ERIE, PENNSYLVANIA 16507-1456 (814) 455-0370 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: LAWRENCE LEDERMAN, ESQ. MILBANK, TWEED, HADLEY & McCLOY LLP 1 CHASE MANHATTAN PLAZA NEW YORK, NY 10005 December 29, 1999 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. Page 1 of 6 Pages 2 SCHEDULE 13D CUSIP NO.: 29530P-201 (1) NAME OF REPORTING PERSON: Susan Hirt Hagen I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ (3) SEC USE ONLY (4) SOURCE OF FUNDS: Not Applicable (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / (6) CITIZENSHIP OR PLACE OF ORGANIZATION: United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) SOLE VOTING POWER: 12 (8) SHARED VOTING POWER: 1,170 (9) SOLE DISPOSITIVE POWER: 12 (10) SHARED DISPOSITIVE POWER: 1,170 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,182 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 38.5% (14) TYPE OF REPORTING PERSON: IN Page 2 of 6 Pages 3 This Amendment No. 1 amends the statement on Schedule 13D originally filed with the Securities and Exchange Commission on December 10, 1999 (the "Schedule 13D"), with respect to the Class B Common Stock, no par value (the "Class B Common Stock"), of Erie Indemnity Company, a Pennsylvania corporation (the "Company"). Other than as set forth herein, there has been no material change in the information set forth in the Schedule 13D. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Schedule 13D. This Amendment No. 1 is being filed by Susan Hirt Hagen ("Mrs. Hagen"). ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby amended to add the following: On December 29, 1999, Mrs. Hagen delivered a Notice of Shareholder Proposals With Respect to 2000 Annual Meeting (the "Notice") to the Nominating Committee of the Board and the Secretary of the Company. The Notice describes three shareholder proposals in respect of the 2000 Annual Meeting, and proposes eleven individuals (the "Hagen Nominees") for consideration by the Nominating Committee of the Company as part of its slate of directors for election to the Board at the 2000 Annual Meeting. If so nominated and elected, the Hagen Nominees would constitute a majority of the directors of the Board. If the Nominating Committee does not include the Hagen Nominees in its slate of directors for election to the Board at the 2000 Annual Meeting, the Notice constitutes a proposal by Mrs. Hagen to nominate the Hagen Nominees for election as directors of the Company at the 2000 Annual Meeting. If Mrs. Hagen is not permitted to nominate the Hagen Nominees for election at the 2000 Annual Meeting, the Notice constitutes a proposal for submission to the shareholders of the Company at the 2000 Annual Meeting (a) to remove all directors elected at the 2000 Annual Meeting immediately following their election; (b) to amend the Amendment and Restatement of Bylaws of the Company, dated August 16, 1999, so as to allow the shareholders to fix the size of the Board; (c) to reduce and fix the number of directors on the Board to nine (9) directors; and (d) to nominate the Hagen Nominees for election as directors of the Company to fill the vacancies so created on the Board. Mrs. Hagen has agreed to indemnify each other Hagen Nominee from and against any losses incurred by such Hagen Nominee resulting from, relating to or arising out of the nomination of such Hagen Nominee for election as a director of the Company at the 2000 Annual Meeting, each other Hagen Nominee has agreed to be named as a nominee for election as a director of the Company at the 2000 Annual Meeting (or at any special meeting of the shareholders called for that purpose) and not to serve as a nominee for election as a director of the Company, or to otherwise stand for election as or become a director of the Company, as part of a slate of nominees proposed by any party (including the Board or the Nominating Committee) other than Mrs. Hagen unless such slate includes a number of nominees proposed by Mrs. Hagen sufficient to constitute a majority of the members of the Board. Page 3 of 6 Pages 4 Except as described above in this Item, Mrs. Hagen has no present plans or proposals that relate to or would result in any of the actions enumerated in paragraphs (a) to (j) of Item 4 of Schedule 13D. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Letter to Erie Indemnity Company from Susan Hirt Hagen in relation to Notice of Shareholder Proposals With Respect to 2000 Annual Meeting, dated December 29, 1999. 2. Notice of Shareholder Proposals With Respect to 2000 Annual Meeting, dated December 29, 1999. 3. Form of Indemnification Agreement by and between Mrs. Hagen and each Hagen Nominee. Page 4 of 6 Pages 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. /s/ Susan Hirt Hagen -------------------- Susan Hirt Hagen December 29, 1999 Page 5 of 6 Pages 6 EXHIBIT INDEX Exhibit Description - ------- ----------- 1. Letter to Erie Indemnity Company from Susan Hirt Hagen in relation to Notice of Shareholder Proposals With Respect to 2000 Annual Meeting, dated December 29, 1999. 2. Notice of Shareholder Proposals With Respect to 2000 Annual Meeting, dated December 29, 1999. 3. Form of Indemnification Agreement by and between Mrs. Hagen and each Hagen Nominee. Page 6 of 6 Pages EX-99.1 2 LETTER TO ERIE INDEMNITY CO. FROM SUSAN HIRT HAGEN 1 EXHIBIT 1 [Susan Hirt Hagen Letterhead] December 29, 1999 VIA HAND DELIVERY Erie Indemnity Company 100 Erie Insurance Place Erie, Pennsylvania 16530 Attention: Jan Van Gorder, Esq., Corporate Secretary Dear Mr. Van Gorder: Enclosed is a Notice of Shareholder Proposals with respect to the 2000 Annual Meeting of Erie Indemnity Company, together with a copy of Amendment No. 1 to my Schedule 13D which has been filed with the Securities and Exchange Commission today. The Notice sets forth several shareholder proposals. At the outset, the Notice proposes eleven individuals (the "Hagen Nominees") to the Nominating Committee of the Company to be included as part of its slate of directors for election to the Board of Directors at the Annual Meeting. Each nominee (including me) has agreed to be included in the Nominating Committee's slate or any other slate only so long as all such nominees, if elected, would constitute a majority of the Board. The Hagen Nominees are individuals of integrity and experience who are committed to protecting the unique corporate culture of the Company and furthering the long-term interests of the Company, its shareholders and its many other constituencies. The Nominating Committee may select the remaining individuals on its slate, including F. William Hirt. In the event that the Nominating Committee does not include all of my nominees on its slate, the Notice also sets forth a proposal, which I would place before the shareholders at the Annual Meeting, for the nomination of the Hagen Nominees for election as directors of the Company at the Annual Meeting in opposition to the Nominating Committee's slate. I am aware, given the positions which the Board has taken in the past, that the Company regards the 2 Nominating Committee as having the exclusive power to nominate directors for election to the Board. Consequently, I do not expect the Company to allow me to propose the electing of the Hagen Nominees to the shareholders at the Annual Meeting, even though the Company's position is a denial of a fundamental shareholder right recognized by every major corporation in America of which I am aware. I have nonetheless complied with the advance notice requirements of the Company's Bylaws in the enclosed Notice by setting forth complete information with respect to the Hagen Nominees. Typically, this would be sufficient to ensure that a shareholder's nominees would be placed before shareholders for their consideration at an annual meeting. If the Company persists in denying shareholders such as me the right to nominate candidates for election to the Board, I will seek a declaratory judgment to vindicate that right as a matter of Pennsylvania corporate law. In the event that my right to nominate candidates for election at the Annual Meeting is not recognized by the Company or affirmed by the courts on a timely basis, the Notice also sets forth a proposal, which I would place before the shareholders at the Annual Meeting, to remove the Board following its election at the Annual Meeting and fill the vacancies created thereby with the Hagen Nominees. Upon its election, the new Board will consider whether to increase the size of the Board to include certain of the current directors who are willing to serve, including F. William Hirt. The right of a shareholder to bring the foregoing proposal before the shareholders at an annual meeting is clearly contemplated by the Company's Bylaws, and the Notice complies with the advance-notice requirements of the Bylaws with respect to such a shareholder proposal. I of course am prepared to seek judicial recognition of my right to make this proposal if the Company refuses to permit me to go forward with this proposal at the Annual Meeting. Thank you for your attention to this letter and the enclosed Notice. Very truly yours, /s/ Susan Hirt Hagen -------------------- Susan Hirt Hagen 2 EX-99.2 3 NOTICE OF SHAREHOLDER PROPOSALS 1 EXHIBIT 2 [Susan Hirt Hagen Letterhead] December 29, 1999 VIA HAND DELIVERY Jan Van Gorder, Esq., Corporate Secretary Erie Indemnity Company 100 Erie Insurance Place Erie, Pennsylvania 16530 Nominating Committee of the Board of Directors Erie Indemnity Company 100 Erie Insurance Place Erie, Pennsylvania 16530 Attention: Jan Van Gorder, Esq., Corporate Secretary Re: Shareholder Proposals With Respect To 2000 Annual Meeting Dear Mr. Van Gorder: I am hereby submitting this notice (the "Notice") to Erie Indemnity Company (the "Company") in accordance with the requirements of Sections 2.07(a) and (b) of the Amendment and Restatement of Bylaws of the Company, dated August 16, 1999 (the "Bylaws"). My business address is 100 State Street, Suite 440, Erie, Pennsylvania 16507-1456. I am the owner of 12 shares of Class B Common Stock, no par value per share, of the Company (the "Class B Common Stock"), and the beneficiary of one of two trusts under a trust agreement created by my father, Henry Orth Hirt, co-founder of the Company (the "Trusts"). The Trusts beneficially own 2,340 shares of Class B Common Stock: I am the beneficiary of one of the Trusts which holds 1,170 shares of Class B Common Stock; and my brother, F. William Hirt, is the beneficiary of the other Trust which holds 1,170 shares of Class B 2 Common Stock. For further information on my ownership of the Company's securities, reference should be made to Annex A attached to this Notice. I hereby notify the Company of three shareholder proposals in respect of the 2000 Annual Meeting of Shareholders of the Company (the "Annual Meeting"): (1) I propose the following persons (the "Hagen Nominees") for consideration by the Nominating Committee of the Company as part of its slate of directors for election to the Board of Directors of the Company (the "Board") at the Annual Meeting: Kenneth B. Frank Patricia Garrison-Corbin Susan Hirt Hagen Samuel P. Katz Claude C. Lilly, III, Ph.D.; CLU, CPCU Henry N. Nassau Mitchell S. Rosenthal, M.D. Perry M. Smith, Ph.D.; Major General, USAF (Ret.) Charles D. Snelling William H. Starbuck, Ph.D. James M. Trapp I believe the Hagen Nominees are appropriate candidates for election at the Annual Meeting. Each Hagen Nominee (including myself) has agreed to be included in the Nominating Committee's slate or any other slate only so long as all the Hagen Nominees are included in such slate, and only so long as the Hagen Nominees, if elected, would constitute a majority of the Board. (2) If the Nominating Committee does not include the Hagen Nominees in its slate of directors for election to the Board at the Annual Meeting, this Notice constitutes my proposal to nominate the Hagen Nominees for election as directors of the Company at the Annual Meeting. I will appear at the Annual Meeting to nominate the Hagen Nominees for election to the Board. (3) If I am not permitted to nominate the Hagen Nominees for election at the Annual Meeting, this Notice constitutes my proposal for submission to the shareholders of the Company at the Annual Meeting (a) to remove all directors elected at the Annual Meeting immediately following their election; (b) to amend the Bylaws by deleting the first sentence of Section 3.02 and replacing it with a new first sentence, which shall read as follows: "The Board of Directors shall consist of not less than seven (7), nor more than sixteen (16), Directors (the exact number to fixed from time by resolution of the Board or by vote of the Shareholders at any duly organized annual or special meeting of Shareholders), the majority of whom shall be citizens and residents of the United States, each of whom shall be at least eighteen (18) years of age, elected at the Annual Meeting of Shareholders, to serve until the ensuing Annual Meeting and until a successor is elected and qualified or until his or her earlier death, resignation or removal."; 3 (c) to reduce and fix the number of directors on the Board to eleven (11) directors; and (d) to nominate the Hagen Nominees for election as directors of the Company to fill the vacancies on the Board. I will appear at the Annual Meeting to present this proposal. I hereby advise you that certain information relating to each of the Hagen Nominees as required by the Bylaws is set forth herein and in Annexes A through K of this Notice. Except as set forth herein or in any of such Annexes, to the best of my knowledge (i) no Hagen Nominee, other than myself and William Starbuck, Ph.D. who purchased one hundred shares of Class A stock on the open market on December 27, 1999, owns any securities of the Company or any parent or subsidiary of the Company, directly or indirectly, beneficially or of record, or has purchased or sold any securities of the Company within the past two years, and none of their associates beneficially owns, directly or indirectly, any securities of the Company, (ii) no Hagen Nominee, his or her associates or any member of his or her immediate family, has any arrangement or understanding with any person (a) with respect to any future employment by the Company or its affiliates or (b) with respect to future transactions to which the Company or any of its affiliates will or may be a party, nor any material interest, direct or indirect, in any transaction, or series of similar transactions, that has occurred since January 1, 1998 or any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is a party and in which the amount involved exceeds $60,000, (iii) no Hagen Nominee is, or was within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits or the giving or withholding of proxies, (iv) no Hagen Nominee or any of his or her associates has any arrangement or understanding with any person pursuant to which he or she was or is to be selected as a director, nominee or officer of the Company, and (v) there is no other information with respect to any Hagen Nominee that is required to be disclosed in solicitations of proxies for election of directors or is otherwise required by the rules and regulations of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934, as amended. Matters disclosed in any part of this Notice, including the Annexes, should be deemed disclosed for all purposes of this Notice. The written consent of each Hagen Nominee (other than myself) to be nominated and to serve as a director of the Company is included in the copy of the Indemnification Agreement between myself and each Hagen Nominee attached to the applicable Annex to this Notice. My written consent to be nominated and to serve as a director of the Company is included in the attachment to Annex A to this Notice. The following is a description of all arrangements or understandings between myself, and each Hagen Nominee and any other person, with respect to the proposals contained in this Notice, the election of each Hagen Nominee as a director, and actions to be proposed or taken by each Hagen Nominee if elected as a director: - I have agreed to indemnify each other Hagen Nominee from and against any losses incurred by such Hagen Nominee resulting from, relating to or arising out of the nomination of such Hagen Nominee for election as a director of the Company at the Annual Meeting. 4 - Each other Hagen Nominee has agreed with me to be named as a nominee for election as a director of the Company at the Annual Meeting (or at any special meeting of the shareholders called for that purpose). - Each other Hagen Nominee has agreed with me that such Hagen Nominee will not consent to serve as a nominee for election as a director of the Company, or to otherwise stand for election as or become a director of the Company, as part of a slate of nominees proposed by any party (including the Board or the Nominating Committee) other than myself unless such slate includes a number of nominees proposed by me sufficient to constitute a majority of the members of the Board. This commitment can be waived only at my election and I reserve the right to waive such commitment at any time I deem appropriate. The reason for, and the general effect of, the proposals included in this Notice is to cause the election of a Board a majority of whose members are committed to protecting the unique corporate culture of the Company, being accountable and responsive to the Company's shareholders and implementing a program to protect the long-term interests of the Company, its shareholders and its many other constituencies. Each of the proposals included in this Notice is a proper matter for shareholder action. This Notice sets forth information which is equivalent to the information that would be required under the proxy solicitation rules of the Securities and Exchange Commission if proxies were solicited for shareholder consideration of the proposals included in this Notice at a meeting of shareholders, including information required if proxies were solicited for the election of the Hagen Nominees as directors of the Company. I do not currently intend to solicit proxies for the Annual Meeting, but will bear all costs if proxies are solicited. Sincerely yours, /s/ Susan Hirt Hagen -------------------- SUSAN HIRT HAGEN Enclosures: Annexes A-K cc: Patricia A. Goldman Chairperson, Nominating Committee 5 ANNEX A Name: SUSAN HIRT HAGEN (the "Nominee") Age: 64 Business address: 100 State Street, Suite 440 Erie, PA 16507-1456 Set forth below is a brief description of the Nominee's business experience during the past five years, including the Nominee's principal occupations and employment during the past five years; the name and principal business of any corporation or other organization in which such occupations and employment were carried on and the Nominee's current principal occupation or employment. 1967-Present: Co-Trustee, H.O. Hirt Trusts 1990-1999: Managing Partner, Hagen Herr & Peppin (Inactive) None of the entities listed above is a parent, subsidiary or other affiliate of Erie Indemnity Company, except for the H.O. Hirt Trusts which hold 76.22% of the controlling Class B stock of Erie Indemnity Company. The Nominee does not hold any positions or offices with Erie Indemnity Company, except that of director of Erie Indemnity Company and certain affiliates and subsidiaries. The Nominee currently is a director of the following companies that have a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or that are subject to the requirements of Section 15(d) of such Act or that are registered as an investment company under the Investment Company Act of 1940: Erie Indemnity Company Eric Family Life Insurance Company Set forth below are the number of shares of capital stock of Erie Indemnity Company beneficially owned by the Nominee within the meaning of SEC Rule 13d-1 and earliest date of acquisition of such capital stock: 12 shares Class B stock, 1990 1,170 shares Class B stock held by H.O. Hirt Trusts, 1967 6,658,800 shares Class A stock, 1954 10,092,900 shares Class A stock held by Hagen Family Limited Partnership of which Nominee is a limited partner, 1989. 6 Mrs. Hagen has entered into an Indemnification Agreement with each Hagen Nominee. Each Indemnification Agreement includes the written consent of each Hagen Nominee to serve as director of Erie Indemnity Company if nominated and elected as a director. For a description of the arrangements and understanding between Mrs. Hagen and each Hagen Nominee contained within an Indemnification Agreement with respect to the proposals contained in the Notice, the election of the Hagen Nominee as a director, and actions to be proposed or taken by the Hagen Nominee if elected as director, see the Notice to which this Annex is attached. 7 CONSENT OF NOMINEE The undersigned hereby consents to being named as a nominee for election as a director of the Company at the Annual Meeting (or any special meeting of the stockholders of Erie Indemnity Company (the "Company") called for that purpose) in any materials submitted by on or behalf of myself to the Company or filed by on or behalf of myself or the Company with the Securities and Exchange Commission, and further consents to serve as a director of the Company if elected at the Annual Meeting (or at any special meeting of stockholders of the Company called for that purpose.) Dated: December 29, 1999 /s/ Susan Hirt Hagen -------------------- 8 ANNEX B Name: Kenneth B. Frank (the "Nominee") Age: 55 Business address: The Technology Group, Inc. 36 South Charles Street Baltimore, MD 21209 Residence address: 1808 Dixon Road Baltimore, MD 21209 Set forth below is a brief description of the Nominee's business experience during the past five years, including the Nominee's principal occupations and employment during the past five years; the name and principal business of any corporation or other organization in which such occupations and employment were carried on and the Nominee's current principal occupation or employment. 1989-Present: Founder, President and CEO The Technology Group, Inc. Baltimore, MD (Software development company) The corporation listed above is not a parent, subsidiary or other affiliate of Erie Indemnity Company. The Nominee does not hold any positions or offices with Erie Indemnity Company. The Nominee currently is a director of the following companies that have a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or that are subject to the requirements of Section 15(d) of such Act or that are registered as an investment company under the Investment Company Act of 1940: None Set forth below are the number of shares of capital stock of Erie Indemnity Company beneficially owned by the Nominee within the meaning of SEC Rule 13d-1 and earliest date of acquisition of such capital stock. None The Nominee and Mrs. Hagen have entered into an Indemnification Agreement, a copy of which is attached hereto. The Indemnification Agreement includes the written consent of the Nominee to serve as director of Erie Indemnity Company if nominated and elected as a director. For a description of the arrangements and understanding between the Nominee and Mrs. Hagen 9 contained within the Indemnification Agreement with respect to the proposals contained in the Notice, the election of the Nominee as a director, and actions to be proposed or taken by the Nominee if elected as director, see the Notice to which this Annex is attached. 10 ANNEX C Name: PATRICIA GARRISON-CORBIN (the "Nominee") Age: 52 Business address: P.C. Corbin & Company, Inc. Two Commerce Square, Suite 3420 2001 Market Street Philadelphia, PA 19103 Residence address: 1828 Delancey Street Philadelphia, PA 19103 Set forth below is a brief description of the Nominee's business experience during the past five years, including the Nominee's principal occupations and employment during the past five years; the name and principal business of any corporation or other organization in which such occupations and employment were carried on and the Nominee's current principal occupation or employment. 1986-Present: Founder, President and CEO P.G. Corbin & Company, Inc., Philadelphia, PA (Financial advisory and investment management services for municipalities) The corporation listed above is not a parent, subsidiary or other affiliate of Erie Indemnity Company. The Nominee does not hold any positions or offices with Erie Indemnity Company. The Nominee currently is a director of the following companies that are registered as an investment company under the Investment Company Act of 1940: Sole stockholder/director of P.G. Corbin Asset Management, Inc. Sole stockholder of company which is managing partner of The Delancey Capital Group The Nominee currently is a director of the following companies that have a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or that are subject to the requirements of Section 15(d) of such Act: None Set forth below are the number of shares of capital stock of Erie Indemnity Company beneficially owned by the Nominee within the meaning of SEC Rule 13d-1 and earliest date of acquisition of such capital stock. None The Nominee and Mrs. Hagen have entered into an Indemnification Agreement, a copy of which is attached hereto. The Indemnification Agreement includes the written consent of the Nominee to serve as director of Erie Indemnity Company if nominated and elected as a director. For a description of the arrangements and understanding between the Nominee and Mrs. Hagen contained within the Indemnification Agreement with respect to the proposals contained in the 11 Notice, the election of the Nominee as a director, and actions to be proposed or taken by the Nominee if elected as director, see the Notice to which this Annex is attached. 12 ANNEX D Name: SAMUEL P. KATZ (the "Nominee") Age: 50 Business address: Enter Sport Capital Advisors, Inc. One Bala Avenue, Suite 320 Bala Cynwyd, PA 19004 Residence address: 325 West Allens Lane Philadelphia, PA 19119 Set forth below is a brief description of the Nominee's business experience during the past five years, including the Nominee's principal occupations and employment during the past five years; the name and principal business of any corporation or other organization in which such occupations and employment were carried on and the Nominee's current principal occupation or employment. 1997-Present: Founder, President and CEO Enter Sport Capital Advisors, Inc. Bala Cynwyd, PA (Private investment development and consulting firm) 1994-1997: Partner, Stafford Capital Partners, L.P. Philadelphia, PA (Investment company and developer) 1976-1994: Co-Founder, President and Co-CEO Public Financial Management, Inc. Philadelphia, PA (Specialists in capital formation for state and local governments) None of the entities listed above is a parent, subsidiary or other affiliate of Erie Indemnity Company. The Nominee does not hold any positions or offices with Erie Indemnity Company. The Nominee currently is a director of the following companies that have a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or that are subject to the requirements of Section 15(d) of such Act or that are registered as an investment company under the Investment Company Act of 1940: None 13 Set forth below are the number of shares of capital stock of Erie Indemnity Company beneficially owned by the Nominee within the meaning of SEC Rule 13d-1 and earliest date of acquisition of such capital stock. None The Nominee and Mrs. Hagen have entered into an Indemnification Agreement, a copy of which is attached hereto. The Indemnification Agreement includes the written consent of the Nominee to serve as director of Erie Indemnity Company if nominated and elected as a director. For a description of the arrangements and understanding between the Nominee and Mrs. Hagen contained within the Indemnification Agreement with respect to the proposals contained in the Notice, the election of the Nominee as a director, and actions to be proposed or taken by the Nominee if elected as director, see the Notice to which this Annex is attached. 14 ANNEX E Name: CLAUDE C. LILLY, III, Ph.D.; CLU, CPCU (the "Nominee") Age: 53 Business address: Belk College of Business Administration University of North Carolina Charlotte 9201 University City Boulevard Charlotte, NC 28223 Residence address: 10700 Tavernay Parkway Charlotte, NC 28262 Set forth below is a brief description of the Nominee's business experience during the past five years, including the Nominee's principal occupations and employment during the past five years; the name and principal business of any corporation or other organization in which such occupations and employment were carried on and the Nominee's current principal occupation or employment. July 1998-Present: Interim Dean Belk College of Business Administration University of North Carolina Charlotte August 1997-Present: James H. Harris Chair of Risk Management and Insurance Belk College of Business Administration University of North Carolina Charlotte August 1995-January 1996: CEO Quinstone, Inc. Quincy, FL (Manufacturing - on leave from Florida State University) August 1981-August 1997: Professor of Risk Management and Insurance, Florida State University Tallahassee, FL None of the entities listed above is a parent, subsidiary or other affiliate of Erie Indemnity Company. The Nominee does not hold any positions or offices with Erie Indemnity Company. The Nominee currently is a director of the following companies that have a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, 15 (the "Exchange Act") or that are subject to the requirements of Section 15(d) of such Act or that are registered as an investment company under the Investment Company Act of 1940: None Set forth below are the number of shares of capital stock of Erie Indemnity Company beneficially owned by the Nominee within the meaning of SEC Rule 13d-1 and earliest date of acquisition of such capital stock. None The Nominee and Mrs. Hagen have entered into an Indemnification Agreement, a copy of which is attached hereto. The Indemnification Agreement includes the written consent of the Nominee to serve as director of Erie Indemnity Company if nominated and elected as a director. For a description of the arrangements and understanding between the Nominee and Mrs. Hagen contained within the Indemnification Agreement with respect to the proposals contained in the Notice, the election of the Nominee as a director, and actions to be proposed or taken by the Nominee if elected as director, see the Notice to which this Annex is attached. 16 ANNEX F Name: HENRY N. NASSAU (the "Nominee") Age: 45 Business address: Internet Capital Group, Inc. 435 Devon Park Drive, Suite 803 Wayne, PA 19087 Residence address: Wilson Farm 113A Swedesford Road Malvern, PA 19355 Set forth below is a brief description of the Nominee's business experience during the past five years, including the Nominee's principal occupations and employment during the past five years; the name and principal business of any corporation or other organization in which such occupations and employment were carried on and the Nominee's current principal occupation or employment. May 1999-Present: Managing Director, General Counsel & Secretary Internet Capital Group, Inc. (NASDAQ: ICGE) (Internet holding company) 1999-Present: Director, CourtLink and JusticeLink, Inc. (ICGE backed legal internet companies) 1999-Present: Director, Bliley Electric Company (Electronics component manufacturer) 1999-Present: Director, Albert Abela Corporation (Large international food and hospitality corporation) September 1987-May 1999: Partner and Chairman of the Business Department (5/97-1/98) Dechert Price & Rhoades, Philadelphia, PA (Law firm) None of the entities listed above is a parent, subsidiary or other affiliate of Erie Indemnity Company. The Nominee does not hold any positions or offices with Erie Indemnity Company. The Nominee currently is a director of the following companies that have a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, 17 (the "Exchange Act") or that are subject to the requirements of Section 15(d) of such Act or that are registered as an investment company under the Investment Company Act of 1940: None Set forth below are the number of shares of capital stock of Erie Indemnity Company beneficially owned by the Nominee within the meaning of SEC Rule 13d-1 and earliest date of acquisition of such capital stock. None The Nominee and Mrs. Hagen have entered into an Indemnification Agreement, a copy of which is attached hereto. The Indemnification Agreement includes the written consent of the Nominee to serve as director of Erie Indemnity Company if nominated and elected as a director. For a description of the arrangements and understanding between the Nominee and Mrs. Hagen contained within the Indemnification Agreement with respect to the proposals contained in the Notice, the election of the Nominee as a director, and actions to be proposed or taken by the Nominee if elected as director, see the Notice to which this Annex is attached. 18 ANNEX G Name: MITCHELL S. ROSENTHAL, M.D. (the "Nominee") Age: 65 Business address: Phoenix House 164 West 74th Street New York, NY 10023 Residence address: 211 East 70th Street New York, NY 10021-5205 Set forth below is a brief description of the Nominee's business experience during the past five years, including the Nominee's principal occupations and employment during the past five years; the name and principal business of any corporation or other organization in which such occupations and employment were carried on and the Nominee's current principal occupation or employment. 1967-Present: President & CEO Phoenix House Foundation (Operates substance abuse programs) The entity listed above is not a parent, subsidiary or other affiliate of Erie Indemnity Company. The Nominee does not hold any positions or offices with Erie Indemnity Company. The Nominee currently is a director of the following companies that have a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or that are subject to the requirements of Section 15(d) of such Act or that are registered as an investment company under the Investment Company Act of 1940: INAMED Corporation (NASDAQ: IMDC) Santa Barbara, CA Set forth below are the number of shares of capital stock of Erie Indemnity Company beneficially owned by the Nominee within the meaning of SEC Rule 13d-1 and earliest date of acquisition of such capital stock. None The Nominee and Mrs. Hagen have entered into an Indemnification Agreement, a copy of which is attached hereto. The Indemnification Agreement includes the written consent of the Nominee to serve as director of Erie Indemnity Company if nominated and elected as a director. For a description of the arrangements and understanding between the Nominee and 19 Mrs. Hagen contained within the Indemnification Agreement with respect to the proposals contained in the Notice, the election of the Nominee as a director, and actions to be proposed or taken by the Nominee if elected as director, see the Notice to which this Annex is attached. 20 ANNEX H Name: PERRY M. SMITH Ph.D.; Major General, USAF (Ret.) Age: 65 Business address: Visionary Leadership, Ltd. P.O. Box 15666 Augusta, GA 30919-1666 Residence address: 3007 Cedar Hill Lane Augusta, GA 30909 Set forth below is a brief description of the Nominee's business experience during the past five years, including the Nominee's principal occupations and employment during the past five years; the name and principal business of any corporation or other organization in which such occupations and employment were carried on and the Nominee's current principal occupation or employment. 1986-Present: President and CEO Visionary Leadership, Ltd. Augusta, GA (Noted author, lecturer and consultant in leadership, strategic planning and ethics) 1991-1998: Military Analyst; Special Consultant to CNN 1998-Present: Contributing Editor, U.S. News & World Report None of the entities listed above is a parent, subsidiary or other affiliate of Erie Indemnity Company. The Nominee does not hold any positions or offices with Erie Indemnity Company. The Nominee currently is a director of the following companies that have a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or that are subject to the requirements of Section 15(d) of such Act or that are registered as an investment company under the Investment Company Act of 1940: None Set forth below are the number of shares of capital stock of Erie Indemnity Company beneficially owned by the Nominee within the meaning of SEC Rule 13d-1 and earliest date of acquisition of such capital stock. None 21 The Nominee and Mrs. Hagen have entered into an Indemnification Agreement, a copy of which is attached hereto. The Indemnification Agreement includes the written consent of the Nominee to serve as director of Erie Indemnity Company if nominated and elected as a director. For a description of the arrangements and understanding between the Nominee and Mrs. Hagen contained within the Indemnification Agreement with respect to the proposals contained in the Notice, the election of the Nominee as a director, and actions to be proposed or taken by the Nominee if elected as director, see the Notice to which this Annex is attached. 22 ANNEX I Name: CHARLES D. SNELLING (the "Nominee") Age: 68 Business address: The Snelling Company 711 Hamilton Mall Allentown, PA 18101-2407 Residence Address: 1280 Church Street Fogelsville, PA 18051 Set forth below is a brief description of the Nominee's business experience during the past five years, including the Nominee's principal occupations and employment during the past five years; the name and principal business of any corporation or other organization in which such occupations and employment were carried on and the Nominee's current principal occupation or employment. 1987-Present: President and Director, Western Lehigh Valley Corp. 1985-Present: Trustee, NEPA Management Business Trust 1999-Present: Director, Bliley Electric Company 1997-Present: Director, Axicon Technologies, Inc. 1986-Present: President and CEO The Snelling Company (Real estate and venture capital interests) None of the entities listed above is a parent, subsidiary or other affiliate of Erie Indemnity Company. The Nominee does not hold any positions or offices with Erie Indemnity Company. The Nominee currently is a director of the following companies that have a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or that are subject to the requirements of Section 15(d) of such Act or that are registered as an investment company under the Investment Company Act of 1940: None Set forth below are the number of shares of capital stock of Erie Indemnity Company beneficially owned by the Nominee within the meaning of SEC Rule 13d-1 and earliest date of acquisition of such capital stock. 23 None The Nominee and Mrs. Hagen have entered into an Indemnification Agreement, a copy of which is attached hereto. The Indemnification Agreement includes the written consent of the Nominee to serve as director of Erie Indemnity Company if nominated and elected as a director. For a description of the arrangements and understanding between the Nominee and Mrs. Hagen contained within the Indemnification Agreement with respect to the proposals contained in the Notice, the election of the Nominee as a director, and actions to be proposed or taken by the Nominee if elected as director, see the Notice to which this Annex is attached. 24 ANNEX J Name: WILLIAM H. STARBUCK, Ph.D. (the "Nominee") Age: 61 Business address: Stern School of Business New York University 44 West 4th Street New York, NY 10012-1126 Residence address: 2 Washington Square Village Apartment PHG New York, NY 10012-1711 Set forth below is a brief description of the Nominee's business experience during the past five years, including the Nominee's principal occupations and employment during the past five years; the name and principal business of any corporation or other organization in which such occupations and employment were carried on and the Nominee's current principal occupation or employment. 1985-Present: ITT Professor of Creative Management Stern School of Business Administration New York University New York, NY 1994-Present: President (1997-98) and Member, Board of Governors Academy of Management (a professional association) None of the entities listed above is a parent, subsidiary or other affiliate of Erie Indemnity Company. The Nominee does not hold any positions or offices with Erie Indemnity Company. The Nominee currently is a director of the following companies that have a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or that are subject to the requirements of Section 15(d) of such Act or that are registered as an investment company under the Investment Company Act of 1940: None Set forth below are the number of shares of capital stock of Erie Indemnity Company beneficially owned by the Nominee within the meaning of SEC Rule 13d-1 and earliest date of acquisition of such capital stock. 100 shares of Class A stock, December 27, 1999 25 The Nominee and Mrs. Hagen have entered into an Indemnification Agreement, a copy of which is attached hereto. The Indemnification Agreement includes the written consent of the Nominee to serve as director of Erie Indemnity Company if nominated and elected as a director. For a description of the arrangements and understanding between the Nominee and Mrs. Hagen contained within the Indemnification Agreement with respect to the proposals contained in the Notice, the election of the Nominee as a director, and actions to be proposed or taken by the Nominee if elected as director, see the Notice to which this Annex is attached. 26 ANNEX K Name: JAMES M. TRAPP (the "Nominee") Age: 65 Business address: McDermott, Will & Emery 227 West Monroe Street, Suite 3100 Chicago, IL 60606-5096 Residence address: 382 Ridge Avenue Winnetka, IL 60093 Set forth below is a brief description of the Nominee's business experience during the past five years, including the Nominee's principal occupations and employment during the past five years; the name and principal business of any corporation or other organization in which such occupations and employment were carried on and the Nominee's current principal occupation or employment. 1997-Present: Of Counsel (Retired Partner) McDermott, Will & Emery Chicago, IL (Leading Trusts and Estates Lawyer, retired) 1961-1997 President, James M. Trapp, P.C. Partner or associate, McDermott, Will & Emery The entity listed above is not a parent, subsidiary or other affiliate of Erie Indemnity Company. The Nominee does not hold any positions or offices with Erie Indemnity Company. The Nominee currently is a director of the following companies that have a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or that are subject to the requirements of Section 15(d) of such Act or that are registered as an investment company under the Investment Company Act of 1940: None Set forth below are the number of shares of capital stock of Erie Indemnity Company beneficially owned by the Nominee within the meaning of SEC Rule 13d-1 and earliest date of acquisition of such capital stock. None The Nominee and Mrs. Hagen have entered into an Indemnification Agreement, a copy of which is attached hereto. The Indemnification Agreement includes the written consent of the 27 Nominee to serve as director of Erie Indemnity Company if nominated and elected as a director. For a description of the arrangements and understanding between the Nominee and Mrs. Hagen contained within the Indemnification Agreement with respect to the proposals contained in the Notice, the election of the Nominee as a director, and actions to be proposed or taken by the Nominee if elected as director, see the Notice to which this Annex is attached. EX-99.3 4 FORM OF INDEMNIFICATION AGREEMENT 1 EXHIBIT 3 INDEMNIFICATION AGREEMENT AGREEMENT dated as of December __, 1999 between Susan Hirt Hagen ("Mrs. Hagen") and the undersigned nominee (the "Indemnitee"). WHEREAS, Mrs. Hagen has asked and the Indemnitee has agreed to be a nominee for election to the Board of Directors of Erie Indemnity Company (the "Company") at the 2000 annual meeting of stockholders of the Company (the "Annual Meeting"); and WHEREAS, Mrs. Hagen and/or her affiliates may, in appropriate circumstances, solicit proxies from the stockholders of Erie Indemnity Company in support of the Indemnitee's election as a director of Erie Indemnity Company at the Annual Meeting; NOW, THEREFORE, in consideration of the foregoing and with the understanding on the part of Mrs. Hagen that the Indemnitee is relying on this Agreement in agreeing to be a nominee as aforesaid and for other and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Certain Definitions. As used in this Agreement, the following defined terms have the meanings indicated below: "Claim" means any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative, formal or informal investigative or other), whether instituted by Mrs. Hagen, any stockholder of the Company, the Company or any other party, or any inquiry or investigation that the Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding. "Expenses" means all reasonable attorney's fees and all other reasonable fees, costs, expenses and obligations paid or incurred in connection with the election of directors at the Annual Meeting or related matters, including without limitation, investigating, defending or participating (as a party, witness or otherwise) in (including on appeal), or preparing to defend or participate in, any Claim relating to any Indemnifiable Event. "Indemnifiable Event" means any event or occurrence relating to or directly or indirectly arising out of, or any action taken or omitted to be taken in connection with the election of directors at the Annual Meeting or related matters, but not in the Indemnitee's capacity as a director of the Company if the Indemnitee is so elected. 2 "Loss" means any and all damages, judgments, fines, penalties, amounts paid or payable in settlement, deficiencies, losses and Expenses (including all interest, assessments, and other charges paid or payable in connection with or respect of such Losses). 2. Agreement to Serve as a Nominee. (a) The Indemnitee hereby consents to being named as a nominee for election as a director of the Company at the Annual Meeting (or any special meeting of the stockholders of the Company called for that purpose) in any materials submitted by on or behalf of Mrs. Hagen to the Company or filed by on or behalf of Mrs. Hagen or the Company with the Securities and Exchange Commission, and further consents to serve as a director of the Company if elected at the Annual Meeting (or any special meeting of the stockholders of the Company called for that purpose). (b) Notwithstanding anything to the contrary contained in paragraph (a) above, the Indemnitee hereby agrees with Mrs. Hagen that the Indemnitee does not and will not (unless previously approved by Mrs. Hagen in writing) consent to serve as a nominee for election as a director of the Company, or to otherwise stand for election as or become a director of the Company, as part of a slate of nominees proposed by any party (including the Board of Directors of the Company or its Nominating Committee) other than Mrs. Hagen unless such slate includes a number of nominees proposed by Mrs. Hagen sufficient to constitute a majority of the members of the Board of Directors of the Company. 3. Indemnification. (a) In the event the Indemnitee in his capacity as nominee for election to the Company's Board of Directors at the Annual Meeting was, is or becomes a party to or other participant in, or is threatened to be made a party to or other participant in, a Claim by reason of (or arising or allegedly arising in any manner out of or relating to in whole or in part) an Indemnifiable Event or Idemnitee's being a nominee for election to the Company's Board of Directors at the Annual Meeting, Mrs. Hagen to the fullest extent permitted by applicable law shall indemnify and hold harmless the Indemnitee from and against any and all Losses suffered, incurred or sustained by the Indemnitee or to which the Indemnitee becomes subject, resulting from, arising out of or relating to such Claim (it being understood that except as provided in Section 3(c) with respect to Expenses, reimbursements of any such Losses shall be made as soon as practicable but in any event no later than 15 days after written request (a "Claim Notice") is made to Mrs. Hagen accompanied by supporting documentation). The Indemnitee shall give Mrs. Hagen written notice of any Claim (accompanied by such reasonable supporting documentation as may be in the Indemnitee's possession) as soon as practicable after the Indemnitee becomes aware thereof; provided that the failure of the Indemnitee give such notice shall not relieve Mrs. Hagen of her indemnification obligations under this Agreement, except to the extent that such failure materially prejudices the rights of Mrs. Hagen. (b) In the case of the commencement of any action against the Indemnitee in respect of which the Indemnitee may seek indemnification from Mrs. 2 3 Hagen hereunder, Mrs. Hagen will be entitled to participate therein, including, without limitation, the negotiation and approval of any settlement of such action and, to the extent that Mrs. Hagen may wish to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee, and after notice from Mrs. Hagen to the Indemnitee of Mrs. Hagen's election so to assume the defense thereof, together with Mrs. Hagen's written acknowledgement and agreement that she will fully indemnify the Indemnitee under the terms of this Agreement with regard to such Claim, Mrs. Hagen will not be liable to the Indemnitee under this Agreement for any Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation and preparation therefor (including, without limitation, appearing as a witness and reasonable fees and expenses of legal counsel in connection therewith). If in any action for which indemnity may be sought hereunder Mrs. Hagen shall not have timely assumed the defense thereof with counsel reasonably satisfactory to the Indemnitee, or the Indemnitee shall have been advised by counsel that it would constitute a conflict of interest for the same counsel to represent both the Indemnitee and Mrs. Hagen in such action, or if the Indemnitee may have separate or additional defenses with regard to such action, the Indemnitee shall have the right to employ counsel for the Indemnitee reasonably satisfactory to Mrs. Hagen in such action, in which event Mrs. Hagen shall reimburse the Indemnitee for all reasonable legal fees and expenses incurred by the Indemnitee in connection with the defense thereof. Mrs. Hagen shall in no event be liable for any settlement of any action effected without her prior written consent (which consent shall not be unreasonably withheld). Mrs. Hagen shall not settle any Claim in any manner that would impose any expense, penalty, obligation or limitation on the Indemnitee, or would contain language other than a recitation of any amounts to be paid in settlement, that could reasonably be viewed as an acknowledgement of wrongdoing on the part of the Indemnitee or as materially detrimental to the reputation of the Indemnitee, without the Indemnitee's prior written consent (which consent shall not be unreasonably withheld). (c) The Indemnitee's right to indemnification in Section 3 of this Agreement shall include the right of the Indemnitee to be advanced by Mrs. Hagen any Expenses incurred in connection with any Indemnifiable Event as such Expenses are incurred by the Indemnitee; provided, however, that all amounts advanced in respect of such Expenses shall be repaid to Mrs. Hagen by the Indemnitee if it shall ultimately be determined in a final judgment without further right to appeal by a court of appropriate jurisdiction that the Indemnitee is not entitled to be indemnified for such Expenses because their Loss arose as a result of the Indemnitee's gross negligence or willful misconduct. 4. Partial Indemnity, etc. If the Indemnitee is entitled under any provision of this Agreement to indemnification by Mrs. Hagen for some or a portion of any Loss, but not for all of the total amount thereof, Mrs. Hagen shall nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter 3 4 therein, including dismissal without prejudice, the Indemnitee shall be indemnified against all Expenses incurred in connection therewith. 5. No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval), or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. 6. Nonexclusivity, etc. The rights of the Indemnitee hereunder shall be in addition to any other rights the Indemnitee may have under any bylaw, insurance policy, Pennsylvania corporate law or otherwise. To the extent that a change in applicable law (whether by statute or judicial decision) would permit greater indemnification by agreement than would be afforded currently under this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. 7. Amendment, etc. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. 8. Subrogation. In the event of any payment under this Agreement, Mrs. Hagen shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, and the Indemnitee shall execute all papers reasonably required and shall take such action that may be reasonably necessary to secure such rights, including the execution of such documents necessary to enable Mrs. Hagen effectively to bring suit to enforce such rights. 9. No Duplication of Payments. Mrs. Hagen shall not be liable under this Agreement to make any payment in connection with a Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, bylaw or otherwise) of the amounts otherwise indemnifiable hereunder; provided that, if the Indemnitee for any reason is required to disgorge any payment actually received, Mrs. Hagen shall be obligated to pay such amount to the Indemnitee in accordance with the other terms of this Agreement (i.e., disregarding the terms of this Section 9). 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to principles of conflicts of laws. 4 5 11. Counterparts. This Agreement may be executed in one or more counterparts for the convenience of the parties hereto, all of which together shall constitute one and the same instrument. 5 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. ------------------------------- Susan Hirt Hagen ------------------------------- 6 -----END PRIVACY-ENHANCED MESSAGE-----