August 6, 2014

Mr. Keith E. Masser

Chairman of the Board of Trustees
The Pennsylvania State University
205 Old Main
University Park, PA 16802-1571

Dear Mr. Masser:

As consistent with Penn States By-Laws we the undersigned hereby call for a Special Meeting
of the Board of Trustees to be held August 22, 2014 at 11:00 a.m. at the Nittany Lion Inn. We
recognize the inconvenience of such short notice; however the immediacy of the subject matter
requires the Board act before September 1, 2014. To accommodate trustee schedules we will
permit telephonic attendance and will consider holding the meeting any of the dates from
August 18-22, 2014.
The purpose of the meeting is to address settlement discussions that have and will take place
among the Commonwealth of Pennsylvania, the National Collegiate Athletic Association
(NCAA), and the Pennsylvania State University. It is critical to address this issue immediately
because our Board is generally uninformed about these important negotiations and is certainly
divided in its views about the NCAA Consent Decree and related sanctions. The NCAA Consent
Decree and the Freeh Report (which serves as the foundation for the NCAA Consent Decree)
also divide the official university from its alumni. The Board has not sanctioned, nor even
discussed, an official negotiating posture for the University. Therefore, we ask that neither
University nor Board personnel conduct any further conversations with the NCAA until our
direction has been discussed and determined by the full Board and the entire Penn State
Community knows what we are doing.
As you know, on July 23, 2012 certain trustees and President Erickson agreed to the NCAAs
Consent Decree, apparently without full Board approval and under duress of a threatened
death penalty. Unsurprisingly, the soundness of this decision remains at issue. On April 9,
2014, the Commonwealth Appeals Court questioned the very validity of the Consent Decree.
They also questioned the judgment of the Board of Trustees which had fiduciary responsibility
for the financial and reputational well-being of the University. These issues, which speak
directly to the guilt or innocence of the University and the proper functioning of its decision-
making process, are more consequential than any sanction that has emanated from the
Consent Decree.
The Consent Decree document acknowledges its own overreach. But there are other serious
issues that must be addressed. The NCAAs very standing and its failure to conduct its own
objective investigation are also at issue. It adopted the Freeh Report with no oversight
whatever. The NCAAs sanctions have damaged the Universitys reputation, cost the University
at least $125 million; its piling on to The Freeh Reports assertions about our culture
continue to cause pain to our students and alumni worldwide.

The NCAA and the Commonwealth have already begun settlement negotiations to resolve
the validity of the Consent Decree as directed by the court. To date Penn State, as a party
separate from the NCAA, has been absent from these very vital conversations. The
Commonwealth plaintiffs have instructed the Universityin the form of the full board-- to
adopt a position. So too has the Commonwealth Court; it was for this very reason the court
directed that Penn State be added as a party to the suit. Yet to date most of the Board has been
excluded from these conversations. Only secret meetings that you and the legal subcommittee
hold have addressed the subject. We must participate actively and independently. The NCAA
is at serious risk in this, as in other PSU-related litigation and other matters nationwide. It must
find a way to resolve its issues soon. Time is short. We have been told the Board had no
opportunity to dispute the Consent Decree in 2012. Let us not make that mistake again.
Keith, the NCAA no longer holds a death penalty over our heads. We can negotiate from
strength just as Joe Paterno recommended in his Success with Honor approach to life. Rarely
does history provide a do over, but that is just the opportunity now in front of the Trustees.
Regards,

Trustees:



__________________ __ __________________ __ ____________________
Edward B. Brown Barbara L. Doran Hon. Robert C. Jubelirer



____________________ ____________________ ____________________
Albert L. Lord Anthony P. Lubrano Ryan J. McCombie



____________________ ____________________ ____________________
William F. Oldsey Alice W. Pope, PhD Adam J. Taliaferro