ERIE INDEMNITY CO — Director's Dealing 2012

Jul 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ERIE INDEMNITY CO (ERIE)
CIK: 0000922621
Period of Report: 2012-07-23

Reporting Person: HAGEN SUSAN HIRT (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-23	Directors' Deferred Compensation Phantom Units	$0	J	72.164	Acquired		Class A Common Stock (72.164)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	6658800	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0		Class A Common Stock (28800)	12	Direct
Class B Common Stock	$0		Class A Common Stock (2808000)	1170	Indirect
Class B Common Stock	$0		Class A Common Stock (2808000)	1170	Indirect

Footnotes

F1: (a) 6,658,500 of these shares are held in a Grantor and Beneficiary, Revocable Trust (b) The reporting person's husband, Thomas B. Hagen, an ERIE Director, disclaims beneficial ownership of these shares, and the reporting person herself disclaims beneficial ownership of any Class A and Class B shares owned directly or indirectly by her husband, including any Class A and Class B shares held by the Hagen FLP of which the reporting person is a limited partner.

F2: Conversion price is not applicable to shares granted under the Outside Directors' Deferred Compensation Plan.

F3: Acquired under dividend reinvestment for Directors' Deferred Compensation Plan

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 exercisable date for these securities.

F5: 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.

F6: The reporting person's husband, Thomas B. Hagen, an ERIE Director, disclaims beneficial ownership of these shares, and the reporting person herself disclaims beneficial ownership of any Class A and Class B shares owned directly or indirectly by her husband, including any Class A and Class B shares held by the Hagen FLP of which the reporting person is a limited partner.

F7: Pursuant to the Articles of Incorporation of the Company, as amended, shares of Class B Common Stock (voting) of Erie Indemnity Company are convertible at any time to shares of Class A Common Stock (non-voting) at a conversion rate of 2,400 shares of Class A Stock for each share of Class B Stock. There are no exercise or expiration dates associated with this conversion feature and no specific exercise price when a Class B share is converted into Class A shares.

F8: (a) The reporting person's husband, Thomas B. Hagen, an ERIE Director, disclaims beneficial ownership of these shares, and the reporting person herself disclaims beneficial ownership of any Class A and Class B shares owned directly or indirectly by her husband, including any Class A and Class B shares held by the Hagen FLP of which the reporting person is a limited partner. (b) Pursuant to the Articles of Incorporation of the Company, as amended, shares of Class B Common Stock (voting) of Erie Indemnity Company are convertible at any time to shares of Class A Common Stock (non-voting) at a conversion rate of 2,400 shares of Class A Stock for each share of Class B Stock. There are no exercise or expiration dates associated with this conversion feature and no specific exercise price when a Class B share is converted into Class A shares.