X0306 4 2017-10-23 0000922621 ERIE INDEMNITY CO ERIE 0001396809 Hagen Thomas B 230 WEST 6TH STREET ERIE PA 16507-1319 1 Class A Common Stock 5100 D Class A Common Stock 12230 I Estate of Susan H. Hagen Class A Common Stock 10086059 I Family L.P. Class A Common Stock 6658800 I Non-Exempt Marital Trust Directors' Deferred Compensation Phantom Units 0 2017-10-23 4 J 0 61.443 123.84 A Class A Common Stock 61.443 9423.84 D Class B Common Stock 0 Class A Common Stock 9600 4 D Class B Common Stock 0 Class A Common Stock 367200 153 I Family L.P. Class B Common Stock 0 Class A Common Stock 28800 12 I Non-Exempt Marital Trust These shares were owned by Erie Indemnity Company director and reporting person, Susan Hirt Hagen who died 6/15/15. By operation of law, her 6,658,800 Class A shares and 12 Class B shares held in a revocable trust passed to an irrevocable trust of which this reporting person became co-trustee, sharing voting and investment powers. The 12,230 Class A shares from Mrs. Hagen's Directors' Deferred Compensation Plan account were subsequently transferred by the Company to her estate for which this reporting person is co-executor, sharing voting and investment powers. These shares are held by the Hagen FLP of which the reporting person is a Limited Partner and the General Partner with the sole powers of investment and voting. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose. Conversion price is not applicable to shares granted under the Outside Directors' Deferred Compensation Plan. Acquired under dividend reinvestment for Directors' Deferred Compensation Plan 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 are no exercisable or expiration dates for these securities. 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. Chandra M. Burns, Power of Attorney 2017-10-24