The opinion
DISSENTING OPINION BY
BENDER, J.:
111 I respectfully dissent. As noted by the Majority, subparagraph 4.03(C) of the Hirt Trust Agreement states, in part, that:
The Trustees will therefore maintain and preserve ownership of all shares of class B capital stock of ERIE INDEMNITY COMPANY unless and until they shall determine, subject to the specific provisions of paragraph 4.04, that the sale, exchange in a corporate combination or reorganization, or other disposition by the Trust of such ownership will best serve said purpose, in which event they are authorized to sell, exchange in a corporate combination or reorganization, or otherwise dispose of the ownership of all, but not less than all, of said shares, for whatever consideration and upon whatever terms they may determine.
¶ 2 I believe that the language, “dispose of the ownership of all, but not less than all,” is not ambiguous. It clearly states that all the shares of the class B capital stock are to be sold if any shares of the class B capital stock are sold. I cannot fathom how the Trustees, the trial court and the majority can support the order in question in light of this language.
¶ 3 The disregard of the Trust’s primary purpose of maintaining unified family control of Erie Indemnity Company is even more remarkable given that the amount necessary to compensate the corporate trustee and pay administrative expenses is at most $300,000 per year. Recognizing the Majority’s stated valuation of the Trust principal at $200,000,000, see Majority Opinion at footnote 6, the $300,000 is only 0.15% of the entire $200,000,000 principal. Thus, I note that the clear language of the Trust is being ignored solely to raise 0.15% of the value of the entire Trust principal on an annual basis.
¶ 4 I first question why the Trustees/Beneficiaries of the Trust withdrew or permitted the withdrawal of all Trust assets with the exception of the class B shares. Paragraph 5 of the trial court opinion indicates that at one time the Trust possessed, in addition to 76.22% of class B shares, 50% of the Company’s class A shares. Although the record before this Court does not reveal the value of 50% of *456 the Company’s class A shares, given that 76.22% of the class B shares are valued at more than $200,000,000, I can assume that 50% of the class A shares have substantial value. The -withdrawal of all Trust assets except the B shares caused the situation, which currently is being addressed. Had the Beneficiaries left a small percentage of A shares in the Trust, those A shares would have paid dividends and could have been sold to pay trust expenses as they arose. Given the amounts of money involved, I must assume that the Beneficiaries were represented by counsel and were aware of the consequences of their actions. By stripping the Trust of all assets which could be sold, they have intentionally created the present situation.
¶ 5 Subparagraph 4.03(b) of the Hirt Trust Agreement states that:
The Settlor hereby declares that the purpose of this Trust is to create and preserve unified ownership and control of ERIE INDEMNITY COMPANY as a means of preserving the existence of ERIE INSURANCE EXCHANGE and ERIE INDEMNITY COMPANY as viable entities capable of furnishing insurance to subscribers at the Exchange and employment to loyal employees of the Exchange and the Company. The Set-tlor further declares that in his experience in the insurance business over half a century, including the Great Depression of the 1930’s, World War II, and the Korean and Vietnam wars and several recessions, he has never lost sight of the fact that ERIE INSURANCE EXCHANGE, as a reciprocal insurer, was organized and exists primarily for the benefit of its subscribers or policyholders and that therefore the interests of the people who put their trust in the Exchange for the protection of their personal business affairs must come first. However, when the Exchange is healthy, its managing attorney-in-fact, ERIE INDEMNITY COMPANY, will necessarily be prosperous and healthy, to the benefit of the stockholders of the latter. The Settlor therefore urges that the Trustees familiarize themselves with the nature of reciprocal insurers in general and that the ERIE INSURANCE EXCHANGE in particular; that in the discharge of their trust duties they concentrate, in cooperation with the Board of Directors of ERIE INSURANCE COMPANY and the individual whom the Board designates from time to time as “Manager” of the Exchange and Company, to keep ERIE INSURANCE EXCHANGE in the best of health; and that only when the task proves impossible shall they consider what then appears to them to be a logical change to prevent deterioration and possible disaster to the interests of all concerned.
¶ 6 Is the action of taking all marketable assets, which could have paid administration expenses from the Trust, an action which accrues to “the benefit of its subscribers or policyholders?” Was the action putting first the interest of people who put their trust in the Exchange for the protection of their personal business affairs? I do not think so. The Settlor urged the Trustees to familiarize themselves with the nature of reciprocal insurers in general and the Erie Insurance Exchange in particular. Can it be argued at this time that the Trustees/Beneficiaries did not know what the removal of the Trust’s marketable assets would mean? If only class B shares remain and the sale of one class B share requires the sale of all class B shares, that is what must be done. The import of both subparagraph 4.03(B) and 4.03(C) leads one to believe that the Set-tlor envisioned a time when the best interest of the Exchange would not be served by the current arrangement. He set forth a procedure to end the current arrange *457 ment. However, it is apparent that he did not intend the piecemeal dismantlement of the Exchange at the expense of subscribers or policyholders.
¶7 There are alternative methods to avoid the sale of all class B shares, even given the removal of all marketable assets from the Trust. One method would entail the return of sufficient assets to supply a fund for the payment of administrative expenses. Since the Trust currently has annual dividend and interest income of about $220,000, that income could be supplemented by such a fund or by annual contributions.
¶ 8 Another alternative would be to simply require Erie Indemnity Company to pay more dividends to the class B shares. While there might be some corporate restriction to such a plan, the Articles or Bylaws could be amended to eliminate such a restriction. Obviously, the sale of all class B shares could have a very dramatic impact on Erie Indemnity Company, one I am sure the family members would want to avoid.
¶ 9 Finally, we must not lose sight of the fact that the Trust owns 76.22% of the class B voting shares, thus, the Trust controls, admittedly indirectly, Erie Indemnity Company. The Settlor intended to create and preserve unified ownership and control of Erie Indemnity Company. The granting of 76.22% of the class B shares to the Trust, coupled with the prohibition of the partial sale of said shares, was the technique used by the Settlor to achieve that goal.
¶ 10 I believe that the order on appeal disregards the general intention of the Settlor and, more specifically, overlooks the unambiguous language of subsection 4.03(C) of the Trust. Therefore, I cannot join the Majority’s decision to affirm. Rather, for the reasons stated above, I would vacate the May 17, 2002 order and remand for further proceedings.