Edgar Filing: QUOTESMITH COM INC

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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Quotesmith.com, Inc.
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QUOTESMITH.COM, INC.
8205 SOUTH CASS AVENUE
DARIEN, ILLINOIS 60561

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 2002

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The 2002 Annual Meeting of Stockholders of Quotesmith.com, Inc., a Delaware
corporation (the "Company"), will be held at the Company's corporate offices,
located at 8205 South Cass Avenue, Suite102, Darien, Illinois, on Thursday, May
16, 2002 at 10:00 a.m., Central Time, for the following purposes:

1. To elect three persons to the Board of Directors of the Company;

2. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the year ending December 31, 2002; and

3. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.

Stockholders of record as of the close of business on April 4, 2002 (the
"Record Date") will be entitled to notice of and to vote at the Annual Meeting
or any adjournment thereof. A list of stockholders entitled to vote at the
Annual Meeting will be available for inspection by stockholders for any purpose
germane to the Annual Meeting at the offices of the Company for the ten days
immediately preceding the Annual Meeting date. The Annual Report of the Company
for the year ended December 31, 2001 is being mailed to all stockholders of
record on the Record Date and accompanies the enclosed Proxy Statement.

Whether or not you plan to attend the Annual Meeting, please complete, sign
and date the enclosed proxy card and return it promptly in the enclosed
envelope. Your proxy may be revoked in the manner described in the Proxy
Statement at any time before it has been voted at the Annual Meeting.

By Order of the Board of Directors,

/s/ ROBERT S. BLAND

Robert S. Bland
Chairman of the Board, President and
Chief Executive Officer
Darien, Illinois
April 16, 2002

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YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN YOUR
PROXY PROMPTLY WHETHER OR NOT YOU PLAN TO ATTEND.

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QUOTESMITH.COM, INC.
8205 CASS AVENUE
DARIEN, ILLINOIS 60561

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PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 2002

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GENERAL INFORMATION

This Proxy Statement is being furnished to the stockholders of
Quotesmith.com, Inc., a Delaware corporation, in connection with the
solicitation of proxies by Quotesmith.com's Board of Directors for use at the
Annual Meeting of Stockholders to be held at the Company's corporate offices,
located at 8205 South Cass Avenue, Suite 102, Darien, Illinois, on Thursday, May
16, 2002 at 10:00 a.m., Central Time, and any adjournments thereof. A
stockholder may revoke a proxy at any time before the meeting is convened by
filing with the Secretary of Quotesmith.com an instrument of revocation or a
duly executed proxy bearing a later date. A proxy also may be revoked by
attending the Annual Meeting and voting in person, although attendance at the
Annual Meeting will not, in and of itself, constitute a revocation of proxy.
This Proxy Statement and the enclosed Notice of Annual Meeting and form of proxy
are first being sent to stockholders on or about April 16, 2002.

Stockholders are urged to sign the accompanying form of proxy and return it
as soon as possible in the envelope provided for that purpose. Returning a proxy
card does not prevent a stockholder from attending the Annual Meeting or from
changing such stockholder's vote. If the enclosed proxy is properly executed and
returned in time for voting with a choice specified thereon, the shares
represented thereby will be voted as indicated on such proxy. If no
specification is made, the proxy will be voted by the person(s) named thereon
(i) for the election of the nominees named herein as directors (or a substitute
therefor if a nominee is unable or refuses to serve), (ii) for the ratification
of Ernst & Young LLP as Quotesmith.com's independent auditors for 2002 and (iii)
in the discretion of such person(s) upon such matters not presently known or
determined that properly may come before the Annual Meeting. A stockholder who
wishes to designate a person or persons to act as his or her proxy at the Annual
Meeting, other than the proxies designated by the Board of Directors, may strike
out the names appearing on the enclosed form of proxy, insert the name of any
other such person or persons, sign the proxy and transmit it directly to such
other designated person or persons for use at the Annual Meeting.

Stockholders of record on April 4, 2002 (the "Record Date") are entitled to
notice of and to vote at the Annual Meeting. As of the Record Date, 4,934,229
shares of Common Stock were outstanding and entitled to one vote each on all
matters to be considered at the Annual Meeting. Stockholders do not have the
right to cumulate their votes in the election of directors. A majority of the
shares entitled to vote at and present, in person or by proxy, at the Annual
Meeting will constitute a quorum. If a quorum is present, the affirmative vote
of a plurality of the shares that are present, in person or by proxy, at the
Annual Meeting and entitled to vote will be sufficient to elect a director. The
affirmative vote of a majority of such shares will be sufficient to ratify the
appointment of the independent auditors. Abstentions and broker non-votes will
be treated as present at the Annual Meeting for purposes of reaching a quorum.
Abstentions shall have no effect on the election of a

director but shall be treated as a vote against the ratification of the
independent auditors. Broker non-votes will have no effect on the outcome of the
vote on any of the proposals.

All common share and per share information in this annual proxy statement
has been retroactively adjusted to reflect a one-for-three reverse stock split
that became effective March 7, 2001.

The cost of soliciting proxies will be borne by Quotesmith.com. In addition
to solicitation by mail, directors, officers and employees of the Company may
solicit proxies in person or by telephone. Brokers, nominees, fiduciaries and
other custodians will be requested to forward soliciting materials to the
beneficial owners of shares of Common Stock and will be reimbursed by us for
their reasonable expenses in forwarding such materials.

PROPOSAL 1. ELECTION OF DIRECTORS

Our Board of Directors is currently comprised of six directors divided into
three classes serving staggered three-year terms. Each year, the directors of
one class will stand for election as their terms of office expire. Messrs.
Gretsch and Rueben are designated as Class I directors, with their terms of
office expiring in 2003, Admiral Denton is designated as a Class II director
with his term of office expiring in 2004, and Messrs. Bland, Shannon and Thoms
are designated as Class III directors with their terms of office expiring in
2002.

The Board has nominated Robert S. Bland, William V. Thoms, and Timothy F.
Shannon for re-election to the Board at the Annual Meeting, each of whom has
indicated his willingness to serve if elected. In the event that a nominee
should become unwilling or unable to serve as a director, all duly executed
proxies shall be voted for the election of such other person as may be
designated by the Board of Directors. Unless authority to vote for a nominee is
withheld, all votes represented by a properly executed proxy will be cast in
favor of the nominees.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR.

The following table sets forth information regarding our Board of
Directors, including the nominees to the Board:

NAME AGE POSITION
---- --- --------

* Robert S. Bland .......... 48 Chairman of the Board, President, Chief
Executive Officer
* William V. Thoms ......... 49 Executive Vice President, Chief Operating
Officer, Director
Bruce J. Rueben .......... 49 Director
* Timothy F. Shannon ....... 48 Director
Jeremiah A. Denton, Jr. .. 76 Director
Richard F. Gretsch ....... 48 Director

* Nominee for election.

Robert S. Bland has served as our Chairman of the Board, President and
Chief Executive Officer since he founded Quotesmith.com in 1984. Mr. Bland holds
a B.S. in marketing from the University of Colorado.

William V. Thoms has served as our Executive Vice President since 1994. Mr.
Thoms is a founding stockholder of Quotesmith.com.

Bruce J. Rueben became a director of Quotesmith.com in January 1998. He has
been president of the Minnesota Hospital and Health Care Partnership,
Minnesota's hospital association, since November 1998. From January 1994 to
November 1998, Mr. Rueben was president of the Maine Hospital Association. From
1989 to 1994, Mr. Rueben was senior vice president and assistant treasurer of
the Virginia Hospital Association. Mr. Rueben holds a B.S. from the Virginia
Commonwealth University School of Business and a M.B.A. from the University of
South Carolina.

Timothy F. Shannon became a director of Quotesmith.com in January 1998.
Since 1991, he has been President of Bradner Smith & Company, a subsidiary of
Bradner Central Company. In 1995, he was appointed to the Bradner Central
Company Board of Directors. Bradner Central Company, headquartered in Elk Grove
Village, Illinois, is a wholesale paper distribution company with annual
revenues that exceed $300 million. Mr. Shannon holds a B.S. in Business
Administration from the University of Illinois.

Admiral Jeremiah A. Denton, Jr. became a director of Quotesmith.com in
August 1999. He currently serves as president of the National Forum Foundation.
Admiral Denton was elected as a United States Senator from Alabama in 1980, and
served from 1981 to 1987. From 1987 to 1989, Admiral Denton, after being
appointed by President Reagan, served as chairman of the presidential Commission
on Merchant Marine and Defense. Admiral Denton holds a B.S. from the United
States Naval Academy and an M.A. in international affairs from George Washington
University.

Richard F. Gretsch became a director of Quotesmith.com in August 1999. He
currently serves as global offering manager for AT&T Global Network Services and
has held this position since AT&T purchased the IBM global network. Mr. Gretsch
had been global offering manager for IBM Internet Connection Service since 1995.
Mr. Gretsch holds a B.S. in finance and accounting from the University of
Arizona and a M.B.A. from the University of Notre Dame.

BOARD COMMITTEES AND MEETINGS

Our Board of Directors met six times during 2001, pursuant to scheduled
quarterly Board meetings and two special Board meetings.

Our Board of Directors has an executive committee, an audit committee and a
compensation committee.

Our executive committee consists of Messrs. Bland and Thoms. The executive
committee is authorized to exercise, between meetings of our Board of Directors,
all of the powers and authority of our Board of Directors in the direction and
management of our Company, except to the extent prohibited by applicable law or
our certificate of incorporation, or another committee shall have been accorded
authority over the matter.

Our audit committee consists of Messrs. Gretsch, Shannon and Rueben. The
audit committee is composed of three independent directors for which information
regarding the functions performed by the committee, its membership, and the
number of meetings held during the year, is set forth in the "Report of the
Audit Committee," included in this annual proxy statement. The audit committee
is governed by a written charter approved by the Board of Directors. The audit
committee met one time during 2001. Each member of the audit

committee satisfies the independence requirements established by Rule
4200(a)(15) of the NASD listing standards.

Our compensation committee consists of Messrs. Gretsch, Shannon and Rueben.
The compensation committee makes recommendations to the Board of Directors
concerning salaries and incentive compensation for our executive officers and
administers our employee benefit plans. The compensation committee met one time
during 2001.

During 2001, all members of the Board attended at least 75% of the Board
meetings and their respective committee meetings except Admiral Jeremiah A.
Denton, Jr.

DIRECTOR COMPENSATION

Directors who are also employees of Quotesmith.com receive no compensation
for serving on our Board of Directors. Non-employee directors receive an annual
stipend of $12,000 and $500 per committee meeting attended. In addition, we
reimburse non-employee directors for all reasonable travel and other expenses
incurred in connection with attending Board and committee meetings. Non-employee
directors are also eligible to receive stock option grants under the
Quotesmith.com, Inc. 1997 Stock Option Plan. No stock options were granted to
non-employee directors in 2001.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of our compensation committee members is an officer or employee of
Quotesmith.com. None of our executive officers serves as a member of the Board
of Directors or compensation committee of any entity that has one or more of its
executive officers serving on our compensation committee.

OWNERSHIP OF SECURITIES

The following table sets forth information with respect to beneficial
ownership of our common stock as of April 4, 2002:

- each stockholder that is known to us to beneficially own more than 5%
of our common stock;

- each of our directors;

- our chief executive officer and each of the executive officers named
in the summary compensation table appearing elsewhere in this proxy
statement; and

- all of our executive officers and directors as a group.

The mailing address for each of the below named individuals is c/o
Quotesmith.com, Inc., 8205 South Cass Avenue, Suite 102, Darien, Illinois 60561.

Applicable percentage ownership in the table below is based upon 4,934,229
shares of common stock outstanding as of April 4, 2002. Beneficial ownership is
determined in accordance with the rules of the SEC. Shares of common stock
subject to options presently exercisable or exercisable within 60 days as of
April 4, 2002,

are deemed to be outstanding for the purpose of computing the percentage
ownership of the person or entity holding options, but are not treated as
outstanding for the purpose of computing the percentage ownership for any other
person or entity.

SHARES BENEFICIALLY OWNED
-------------------------
NUMBER PERCENT
------ -------
OUR CEO, NAMED EXECUTIVE OFFICERS AND DIRECTORS
Robert S. Bland (1) .............................. 2,382,556 48.28%
William V. Thoms (2) ............................. 721,611 14.62
Burke A. Christensen ............................. 2,892 *
Timothy F. Shannon (3) ........................... 15,555 *
Bruce J. Rueben (3) .............................. 10,111 *
Admiral Jeremiah A. Denton, Jr. (3) .............. 10,111 *
Richard F. Gretsch (3) ........................... 9,444 *

ALL EXECUTIVE OFFICERS AND DIRECTORS AS A
GROUP (7 PERSONS) (4) ............................. 3,152,280 63.37

* Less than 1%.

(1) Includes 1,162,389 shares owned by Mr. Bland as a tenant in common with
his wife, Maureen A. Bland, and 1,219,055 shares owned by Southcote
Partners, L.P., a limited partnership whose sole general partners are Mr.
and Mrs. Bland. Also includes options to purchase 1,111 shares of common
stock that are exercisable within 60 days of April 4, 2002.

(2) Includes options to purchase 1,111 shares of common stock that are
exercisable within 60 days of April 4, 2002.

(3) Includes options to purchase 9,444 shares of common stock that are
exercisable within 60 days of April 4, 2002.

(4) Includes options to purchase 39,998 shares of common stock that are
exercisable within 60 days of April 4, 2002.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a)of the Securities Exchange Act of 1934, as amended requires
directors, executive officers and beneficial owners of more than ten percent of
our common stock to file initial reports of ownership and reports of changes in
ownership with the Securities and Exchange Commission and to provide the Company
with copies of such reports. Based solely on a review of the copies provided to
the Company and written representations from such reporting persons, the Company
believes that all applicable Section 16(a) filing requirements have been met for
such reporting persons.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth all compensation paid for services rendered
to Quotesmith.com during our last three years in all capacities by (i) our Chief
Executive Officer, and (ii) the Company's other highest paid executive officers
during 2001 with cash compensation in excess of $100,000, collectively the
"Named Executive Officers."

Long-Term
Compensation
Awards
------
Annual Compensation Securities
------------------- Underlying All Other
Name and Principal Position Year Salary Bonus Options Compensation
--------------------------- ---- ------ ----- ------- ------------

Robert S. Bland 2001 $300,000 $ -- -- $ --
President, Chief Executive Officer 2000 242,308 -- 3,333 --
1999 200,000 -- -- --

William V. Thoms 2001 247,115 -- -- --
Executive Vice President, Chief 2000 224,334 -- 3,333 --
Operating Officer 1999 200,000 -- -- --

Burke A. Christensen(1) 2001 179,038 10,500 -- --
Vice President of Operations, 2000 167,866 10,500 2,500 --
General Counsel 1999 147,969 20,000 33,333 --

(1) Burke A. Christensen resigned from the Company effective December 31, 2001.

OPTION GRANTS IN 2001

There were no grants of stock options to the Named Executive Officers in
2001.

2001 YEAR END OPTION VALUES

The following table sets forth certain information regarding the number and
value of unexercised options held by the Named Executive Officers as of December
31, 2001. No stock options were exercised during 2001 by the Named Executive
Officers.

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options at December 31, 2001 December 31, 2001
---------------------------- -----------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------

Robert S. Bland 1,111 2,222 $ -- $ --

William V. Thoms 1,111 2,222 -- --

Burke A. Christensen 34,167 -- -- --

EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL ARRANGEMENTS

We have entered into employment agreements with Messrs. Bland, Thoms, and
Moeller. These agreements set forth each executive's base annual compensation
level, eligibility for salary increases, bonuses and options and level of
benefits.

In addition, each of the agreements provides for separation benefits if one
of these executives is terminated without cause or if the executive terminates
his employment for good reason, including, in the case of Messrs. Bland and
Thoms, a change of control of our Company. In the event of a termination without
cause or for good reason, each of Messrs. Bland and Thoms is entitled to receive
a lump sum payment equal to two times his base annual salary. In the event of a
separation payment, Messrs. Bland and Thoms are entitled to gross up payments
for any excise taxation incurred. In the event of a termination without cause or
for good reason, Mr. Moeller is entitled to receive the aggregate amount of
compensation to which he would have been entitled had his employment not been
terminated without cause or for good reason prior to December 31,2003, the
termination date of his employment agreement. The aggregate amount of
compensation to which Mr. Moeller would be entitled includes base salary,
bonuses and benefits. In addition, all of Mr. Moeller's unvested stock options
would become immediately 100% vested and fully exercisable.

STOCK PERFORMANCE GRAPH

The graph below compares the annual percentage changes in Quotesmith.com's
cumulative total stockholder return from August 3, 1999 (the date of our initial
public offering) through December 31, 2001, with the cumulative total return of
the CRSP Total Return Index for the Nasdaq Stock Market and the CRSP Total
Return Index for Nasdaq Insurance Stocks for the same period. The Insurance
Stock Index includes insurance companies, brokers, agents, and related services.
The graph assumes the investment of $100 and the reinvestment of all dividends.
The stock price performance shown on the graph below is not necessarily
indicative of future stock price performance.

[PERFORMANCE GRAPH]

8/3/99 12/31/99 12/31/00 12/31/01
------ -------- -------- --------
Quotesmith.com, Inc. ....... $ 100 $103.409 $ 6.536 $ 6.455
Nasdaq Stock Market
(U.S. Companies) ......... 100 157.238 95.461 75.364
Nasdaq
(Insurance Index) ........ 100 84.426 97.653 104.584

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors determined the
compensation of our Chief Executive Officer and our other executives in 2001. To
ensure that our executive compensation program is administered in an objective
manner, the Compensation Committee is composed entirely of directors who are
neither executive officers nor employees of the Company. In addition to
determining the salary and bonus compensation for all of our executive officers,
the Compensation Committee determines the nature, timing and amount of awards
and grants under Quotesmith.com's stock option plans and makes recommendations
as to the administration of other compensation plans and programs as they relate
to executive officers.

This report is intended to describe the philosophy that underlies the cash
and equity-based components of our intended executive pay program in 2002. It
also describes the details of each element of the program, as well as the
rationale for compensation paid to our Chief Executive Officer and executive
officers in general in 2001.

Compensation of Executive Officers Generally

The compensation philosophy of the Company is to (i) provide a competitive
total compensation package that enables the Company to attract and retain key
executive and employee talent needed to accomplish the Company's goals and
(ii) directly link compensation to improvements in Company financial and
operational performance.

The Company's compensation program for all executive offices emphasizes
variable compensation, primarily through performance-based grants of
equity-based incentives in the form of stock options. Salaries of all executive
officers are generally targeted at median market levels.

The Committee will continue to monitor the Company's compensation program
in order to maintain the proper balance between cash compensation and
equity-based incentives and may consider further revisions in the future.

Components of Compensation

Salary. The Compensation Committee will review each executive officer's
salary annually. Objective and subjective performance goals are set each year
for each executive officer which will vary depending upon the specific position
or role of the executive within the Company. The Compensation Committee's review
will take into consideration both the Company's performance with respect to
revenue growth and operating margins, together with the duties and performance
of each executive. The Compensation Committee also considers provisions relating
to salary set forth in employment agreements with certain of our executive
officers.

Bonus. Certain employees of the Company who perform significant management
and decision-making functions are eligible to receive a performance bonus.
Messrs. Bland and Thoms did not participate in the 2001 bonus program. Awards to
executives may be made by the Compensation Committee after considering the
recommendation of our Chief Executive Officer (except for awards granted to the
Chief Executive Officer) and the financial performance of Quotesmith.com as
measured by revenue growth and operating margins, or any other factors that the
Compensation Committee deems relevant. Bonuses for fiscal 2001 were awarded
based on Quotesmith.com's financial performance, as measured by the factors
listed above. The bonus component of the executive compensation package is
designed to be less than industry averages.

Stock Options. The Compensation Committee believes that the granting of
stock options is an important method of rewarding and motivating management by
aligning management's interests with those of our stockholders on a long-term
basis. In addition, the Compensation Committee recognizes that we conduct our
business in an increasingly competitive industry and that, in order for the
Company to remain highly competitive and at the same time pursue a high-growth
strategy, it must employ the best and most talented executives and managers who
possess demonstrated skills and experience. We believe that stock options can
play an important role in attracting and retaining such employees. For these
reasons, the Company previously adopted the Quotesmith.com, Inc. 1997 Stock
Option Plan (the "Plan") as a stock-based incentive program for our employees,
executive officers and directors. The Committee believes the Plan is an
important feature of our executive compensation package. Under the Plan, the
Compensation Committee may grant options to executive officers who are expected
to contribute materially to Quotesmith.com's future success. In determining the
size of stock option grants, the Compensation Committee will focus primarily on
the Company's performance and the perceived role of each executive in
accomplishing such performance objectives, as well as the satisfaction of
individual performance objectives. All non-officer employees will be granted 150
options after 90 days of full time employment. The value of the stock options is
directly tied to the value of a share of our Common Stock.

Compensation of the Chief Executive Officer. Mr. Robert Bland currently
serves as Chief Executive Officer and President. Mr. Bland was compensated
during the 2001 fiscal year using the same general philosophy and criteria used
for other executive officers as described above.

Tax Considerations. The Compensation Committee has determined that it is
unlikely that the Company would pay any amounts for 2001 that would result in a
loss of the federal income tax deduction under Section 162(m)of the Internal
Revenue Code of 1986, as amended, and, accordingly, has not recommended that any
special actions be taken or that any plans or programs be revised at this time.

The foregoing report has been approved by all of the members of the
Compensation Committee.

The Compensation Committee

Richard F. Gretsch
Bruce J. Rueben
Timothy F. Shannon

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Since the date of the Company's initial public offering in August 1999,
Richard F. Gretsch, Bruce J. Rueben and Timothy F. Shannon have served on the
Compensation Committee of the Board of Directors. None of these individuals have
been employees of the Company.

THE FOLLOWING REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS SHALL
NOT BE DEEMED TO BE SOLICITING MATERIAL OR TO BE INCORPORATED BY REFERENCE BY
ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT OR ANY
PORTION HEREOF INTO ANY FILING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT TO THE EXTENT THE
COMPANY SPECIFICALLY INCORPORATES THIS REPORT THEREIN, AND SHALL NOT OTHERWISE
BE DEEMED FILED UNDER SUCH ACTS.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. In 2000, the Board of Directors adopted a
written charter of the Audit Committee. A copy of the Audit Committee Charter
was attached as Exhibit A to the Proxy statement for the Company's 2001 Annual
Meeting of Stockholders. Management has the primary responsibility for the
financial statements and the reporting process including the systems of internal
controls. In fulfilling its oversight responsibilities, the Committee reviewed
the audited financial statements in the Company's Annual Report on Form 10-K,
with management including a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness of significant
judgments, and the clarity of disclosures in the financial statements.

The Committee reviewed with the independent auditors, who are responsible
for expressing an opinion on the conformity of those audited financial
statements with accounting principles generally accepted in the United States,
their judgments as to the quality, not just the acceptability, of the Company's
accounting principles and such other matters as are required to be discussed
with the Committee under auditing standards generally accepted in the United
States. In addition, the Committee has discussed with the independent auditors
the auditors' independence from management and the Company including the matters
in the written disclosures required by the Independence Standards Board and
considered the compatibility of nonaudit services with the auditors'
independence.

The Committee discussed with the independent auditors the overall scope and
plans for their audit. The Committee meets with the auditors, with and without
management present, to discuss the results of their examination, their
evaluation of the Company's internal controls, and the overall quality of the
Company's financial reporting. The Committee held one meeting during 2001.

In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors (and the Board has approved) that the
audited financial statements be included in the Annual Report on Form 10-K for
the year ended December 31, 2001 for filing with the Securities and Exchange
Commission. The Committee and the Board have also recommended, subject to
shareholder approval, the selection of the Company's independent auditors.

The Audit Committee

Richard F. Gretsch
Bruce J. Rueben
Timothy F. Shannon

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On January 25, 2001, we acquired from Intuit Ventures, Inc. 399,109 shares
of Quotesmith.com, Inc. common stock for an aggregate of $718,396 or $1.80 per
share. These shares represent their entire ownership of Quotesmith.com, Inc.
common stock. The closing price of the common stock as reflected on Nasdaq on
such date was $2.625. The foregoing information has been adjusted to reflect the
3:1 reverse stock split implemented by the Company on March 7, 2001.

PROPOSAL 2. RATIFICATION OF INDEPENDENT AUDITORS

Upon recommendation of the Audit Committee, the Board of Directors has
selected Ernst & Young LLP as independent auditors to audit the 2002
consolidated financial statements of Quotesmith.com, and has directed that this
selection be presented to the stockholders for approval at the Annual Meeting.
Ernst & Young LLP has audited Quotesmith.com's financial statements since 1996.
Fees for 2001 were: Annual audit - $146,000, audit related services - $5,300,
and all other nonaudit services - $6,600.

It is anticipated that representatives of Ernst & Young LLP will attend the
Annual Meeting, will have the opportunity to make a statement and will be
available to respond to questions from stockholders.

The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting will
be required to ratify the selection of Ernst & Young LLP. In the event
stockholders fail to ratify the appointment of Ernst & Young LLP, the Board of
Directors will reconsider its selection. Even if the selection is ratified, the
Board of Directors, in its discretion, may direct the appointment of a different
independent auditor at any time if the Board determines that such a change would
be in the best interests of Quotesmith.com and its stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF ERNST &
Young LLP as the Company's independent auditors.

OTHER MATTERS

The Board of Directors is not aware of any matters to be presented at the
Annual Meeting other than those listed in the notice of the meeting. If any
other matters do come before the Annual Meeting, it is intended that the holders
of proxies solicited by the Board of Directors will vote on such other matters
in their discretion in accordance with their best judgment.

ADDITIONAL INFORMATION

A COPY OF OUR ANNUAL REPORT ON FORM 10-K, FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST ADDRESSED
TO THE CORPORATE SECRETARY OF QUOTESMITH.COM, INC., 8205 SOUTH CASS AVENUE,
SUITE 102, DARIEN, ILLINOIS 60561.

2003 STOCKHOLDER PROPOSALS

Stockholders of the Company may submit proposals to be voted upon at the
Annual Meeting of Stockholders or nominate persons for election to the Board of
Directors. Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, some stockholder proposals may be eligible for inclusion in the
Company's 2003 Proxy Statement. Any such stockholder proposals must be submitted
in writing to the Secretary of the Company no later than December 26, 2002.
Stockholders interested in submitting such a proposal are advised to review the
detailed requirements of applicable securities laws. The submission of a
stockholder proposal does not ensure that it will be included in the Company's
Proxy Statement.

Alternatively, under the Company's By-laws, a proposal or nomination that
the stockholder does not seek to include in the Company's 2003 Proxy Statement
pursuant to Rule 14a-8 may be submitted in writing to the Secretary of the
Company for the 2003 Annual Meeting of Stockholders not less than 120 days prior
to the date on which the Company first mails its proxy materials for the 2002
Annual Meeting, unless the date of the 2003 Annual Meeting of Stockholders is
advanced by more than 30 days or delayed by 30 days from the anniversary of the
2002 Annual Meeting. For the Company's 2003 Annual Meeting of Stockholders, any
such proposal or nomination must be submitted no later than December 26, 2002.
If the date of the 2003 Annual Meeting of Stockholders is advanced by more than
30 days or delayed by more than 30 days from the anniversary of the 2002 Annual
Meeting, the deadline for a stockholder to submit any such proposal or
nomination is a reasonable time before the Company begins to print and mail its
proxy materials. The stockholder's submission must include certain specified
information concerning the proposal or nominee, as the case may be, and
information as to the stockholder's ownership of common stock of the Company.
Proposals or nominations not meeting these requirements will not be entertained
at the 2003 Annual Meeting of Stockholders. If the stockholder does not also
comply with the requirements of Rule 14a-4 under the Securities Exchange Act of
1934, as amended, the Company may exercise discretionary voting authority under
proxies it solicits to vote in accordance with its best judgment on any such
proposal or nomination submitted by a stockholder. Stockholders should contact
the Secretary of the Company in writing at 8205 South Cass Avenue, Suite 102,
Darien, Illinois 60561 to make any submission or to obtain additional
information as to the proper form and content of submissions.

By Order of the Board of Directors

/s/ ROBERT S. BLAND

Robert S. Bland
Chairman of the Board, President and
Chief Executive Officer

Darien, Illinois
April 16, 2002

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Quotesmith.com, Inc. 000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext
MR A SAMPLE 000000000.000 ext
DESIGNATION (IF ANY) 000000000.000 ext
ADD 1
ADD 2 HOLDER ACCOUNT NUMBER
ADD 3 C 1234567890 J N T
ADD 4
ADD 5
ADD 6

Use a black pen. Mark with [ ] Mark this box with an X if you have
an X inside the grey areas [X] made changes to your name or address
as shown in this example. details above.

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ANNUAL MEETING PROXY CARD
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A Election of Directors

1. The Board of Directors recommends a vote FOR the listed nominees.

FOR WITHHOLD

01 - Robert S. Bland [ ] [ ]

02 - William V. Thoms [ ] [ ]

03 - Timothy F. Shannon [ ] [ ]

B Proposal

The Board of Directors recommends a vote FOR the following proposal.

FOR AGAINST ABSTAIN

2. Proposal to ratify Ernst & Young LLP as the [ ] [ ] [ ]
Company's independent auditors for the 2002 year.

In accordance with their discretion upon such other
matters as may properly come before the meeting and
any adjournment thereof. When properly executed,
this proxy will be voted in the manner directed by
the undersigned stockholder.

C AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR INSTRUCTIONS TO BE EXECUTED.

Please sign exactly as name appears on stock certificate. Where stock is registered jointly, all owners must sign. Corporate owners
should sign full corporate name by an authorized person. Executors, administrators, trustees or guardians, should indicate their
status when signing.

Signature 1 - Please keep signature within the box Signature 2 - Please keep signature within the box Date (dd/mm/yyyy)
/ /
-------------------------------------------------- -------------------------------------------------- -------------------

1 U P X A721

001CD40001 007Y8B

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PROXY - QUOTESMITH.COM, INC.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Robert S. Bland and William V. Thoms jointly and individually, as proxies, each with full power of
substitution, and hereby authorizes them to represent and to vote, as directed below, all shares of Common Stock, par value $.03 per
share, of Quotesmith.com, Inc., a Delaware corporation (the "Company"), that the undersigned would be entitled to vote if personally
present at the Annual Meeting of Stockholders of the Company to be held on Thursday, May 16, 2002 or any adjournment or postponement
thereof, as follows.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH HEREIN.

YOUR VOTE IS IMPORTANT!

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)