Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On December 9, 2008, incumbent directory Claude C. Lilly, III informed the
Board of Directors of Erie Indemnity Company (Company) that he does not intend
to stand for re-election to the Company's Board of Directors when his current
term expires at the 2009 Annual Meeting of Shareholders because of demands on
his time. Mr. Lilly did not express any disagreement with the Company on any
matter relating to the Company's operations, policies or practices.
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