ERIE INDEMNITY CO — Director's Dealing 2011

Nov 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ERIE INDEMNITY CO (ERIE)
CIK: 0000922621
Period of Report: 2011-11-01

Reporting Person: LILLY CLAUDE C III (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-03	Directors' Deferred Compensation Phantom Units	$0.0000	J	13.1760	Acquired		Class A Common Stock (13.1760)	Direct
2011-11-01	Directors' Deferred Compensation Phantom Units	$0.0000	J	139.2170	Acquired		Class A Common Stock (139.2170)	Direct
2011-11-01	Directors' Deferred Compensation Phantom Units	$0.0000	J	13.1760	Acquired		Class A Common Stock (13.1760)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	100.0000	Direct
Class A Common Stock	1197.1620	Indirect

Footnotes

F1: Conversion price is not applicable to shares granted under the Outside Directors' Deferred Compensation Plan.

F2: Acquired under Directors' Deferred Compensation Plan

F3: The shares subject to this reporting are phantom Share Credits which are periodically credited to the accounts of certain Directors of Erie Indemnity Company pursuant to its Outside Directors Stock Plan. These Credit Shares are actually paid to the reporting individual in shares of Erie Indemnity Company Class A Common Stock when their service as a Director of Erie Indemnity Company ends. There is no exercisable date for these securities.

F4: The shares subject to this reporting are phantom Share Credits which are periodically credited to the accounts of certain Directors of Erie Indemnity Company pursuant to its Outside Directors Stock Plan. These Credit Shares are actually paid to the reporting individual in shares of Erie Indemnity Company Class A Common Stock when their service as a Director of Erie Indemnity Company ends. There is no expiration date for these securities.