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Underwriting Agreement

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Date:
2002
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106K
ID:
#113741

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                             Erie Indemnity Company

                              Class A Common Stock

                                 _____________

                             Underwriting Agreement

                                                             _____________, 2002

Goldman, Sachs & Co.,
Credit Suisse First Boston Corporation,
Advest, Inc.,
Legg Mason Walker Wood, Incorporated,
Cochran, Caronia Securities LLC,
     As representatives of the several Underwriters
         named in Schedule I hereto,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.

Ladies and Gentlemen:

     The shareholder named in Schedule II hereto (the "Selling Shareholder") of
Erie Indemnity Company, a Pennsylvania corporation (the "Company"), proposes,
subject to the terms and conditions stated herein, to sell to the Underwriters
named in Schedule I hereto (the "Underwriters") an aggregate of _________ shares
(the "Firm Shares") and, at the election of the Underwriters, up to __________
additional shares (the "Optional Shares") of Class A Common Stock ("Stock") of
the Company (the Firm Shares and the Optional Shares which the Underwriters
elect to purchase pursuant to Section 2 hereof are herein collectively called
the "Shares").

     1.   (a) The Company represents and warrants to, and agrees with, each of
the Underwriters that:

          (i) A registration statement on Form S-3 (File No. 333-99943) (the
     "Initial Registration Statement") in respect of the Shares has been filed
     with the Securities and Exchange Commission (the "Commission"); the Initial
     Registration Statement and any post-effective amendment thereto, each in
     the form heretofore delivered to you, and, excluding exhibits thereto but
     including all documents incorporated by reference in the prospectus
     contained therein, to you for each of the other Underwriters, have been
     declared effective by the Commission in such form; other than a
     registration statement, if any, increasing the size of the offering (a
     "Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b) under
     the Securities Act of 1933, as amended (the "Act"), which became effective
     upon filing, no other document with respect to the Initial Registration
     Statement or document incorporated by reference therein has



     heretofore been filed with the Commission; and no stop order suspending the
     effectiveness of the Initial Registration Statement, any post-effective
     amendment thereto or the Rule 462(b) Registration Statement, if any, has
     been issued and no proceeding for that purpose has been initiated or
     threatened by the Commission (any preliminary prospectus included in the
     Initial Registration Statement or filed with the Commission pursuant to
     Rule 424(a) of the rules and regulations of the Commission under the Act is
     hereinafter called a "Preliminary Prospectus"; the various parts of the
     Initial Registration Statement and the Rule 462(b) Registration Statement,
     if any, including all exhibits thereto and including (i) the information
     contained in the form of final prospectus filed with the Commission
     pursuant to Rule 424(b) under the Act in accordance with Section 5(a)
     hereof and deemed by virtue of Rule 430A under the Act to be part of the
     Initial Registration Statement at the time it was declared effective and
     (ii) the documents incorporated by reference in the prospectus contained in
     the Initial Registration Statement at the time such part of the Initial
     Registration Statement became effective, each as amended at the time such
     part of the Initial Registration Statement became effective or such part of
     the Rule 462(b) Registration Statement, if any, became or hereafter becomes
     effective, are hereinafter collectively called the "Registration
     Statement"; such final prospectus, in the form first filed pursuant to Rule
     424(b) under the Act, is hereinafter called the "Prospectus"; any reference
     herein to any Preliminary Prospectus or the Prospectus shall be deemed to
     refer to and include the documents incorporated by reference therein
     pursuant to Item 12 of Form S-3 under the Act, as of the date of such
     Preliminary Prospectus or Prospectus, as the case may be; any reference to
     any amendment or supplement to any Preliminary Prospectus or the Prospectus
     shall be deemed to refer to and include any documents filed after the date
     of such Preliminary Prospectus or Prospectus, as the case may be, under the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
     incorporated by reference in such Preliminary Prospectus or Prospectus, as
     the case may be; and any reference to any amendment to the Registration
     Statement shall be deemed to refer to and include any annual report of the
     Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after
     the effective date of the Initial Registration Statement that is
     incorporated by reference in the Registration Statement;

          (ii)  No order preventing or suspending the use of any Preliminary
     Prospectus has been issued by the Commission, and each Preliminary
     Prospectus, at the time of filing thereof, conformed in all material
     respects to the requirements of the Act and the rules and regulations of
     the Commission thereunder, and did not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading; provided,
     however, that this representation and warranty shall not apply to any
     statements or omissions made in reliance upon and in conformity with
     information furnished in writing to the Company by an Underwriter through
     you expressly for use therein or by the Selling Shareholder expressly for
     use in the preparation of the answers therein to Item 7 of Form S-3;

          (iii) The documents incorporated by reference in the Prospectus, when
     they became effective or were filed with the Commission, as the case may


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