ERIE INDEMNITY CO — Director's Dealing 2012

May 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ERIE INDEMNITY CO (ERIE)
CIK: 0000922621
Period of Report: 2012-05-10

Reporting Person: LILLY CLAUDE C III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-10	Class A Common Stock	P	100	$70.6077	Acquired	1314.659	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	100	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Directors' Deferred Compensation Phantom Units	$0		Class A Common Stock (8739.0191)	8739.0191	Direct

Footnotes

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

F2: 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.

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 expiration date for these securities.