Exhibit 10.41



 



EXHIBIT 10.41


INSURANCE BONUS AGREEMENT



This Agreement (“Agreement”) made this 23rd day of December, 2003 by and
between Erie Indemnity Company, a Pennsylvania business corporation (the
“Employer”), and
Jeffrey A. Ludrof (the “Executive”).


WHEREAS, The Company and the Executive had previously entered into a Split
Dollar Insurance Agreement, a copy of which is attached to this Agreement; and


WHEREAS, under the terms of the Split Dollar Insurance Agreement, the parties
may mutually agree to terminate such contract; and


WHEREAS, the Employer and the Executive believe it is in their mutual interests
to terminate the Split Dollar Agreement because of specific but separate
provisions of the Sarbanes-Oxley Act of 2002 with respect to the prohibition of
loans to officers or directors of a public company, and U. S. Department of
Treasury regulations (published September 17, 2003) with respect to the
taxation of split dollar arrangements; and


WHEREAS, based on consideration of the Sarbanes-Oxley Act and Department of
Treasury regulations, it was the recommendation of the Executive Compensation
and Development Committee of Erie Indemnity Company’s Board of Directors to
terminate the Split Dollar Agreement and replace it with this Insurance Bonus
Agreement, which recommendation was accepted and approved by the Board of
Directors of Erie Indemnity Company at its meeting of December 9, 2003; and


NOW, THEREFORE, intending to be legally bound hereby, the Employer and the
Executive agree as follows:



	 	1.	 	The Split Dollar Agreement as attached to this policy is hereby
mutually agreed to be terminated effective upon the execution of this
Agreement. The life insurance policy issued with respect to the Split
Dollar Agreement shall remain in full force and effect, and the
Executive shall remain the owner of such policy. Any premium loans due
and owing to the Employer by the Executive shall be paid in full from
the accumulated cash value in the policy as soon as practicable after
the execution of this Agreement by the parties.



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	 	2.	 	The Employer agrees to pay all premiums on life insurance Policy
No.
15-145-189 insuring Executive’s life issued by the Northwestern Mutual
Life Insurance Company of Milwaukee,
Wisconsin necessary to pay up the policy such that no further premium
would be required under current dividend assumptions which contemplate
that the policy would be paid up fifteen (15) years after its issuance
date; provided, that in the event the Employee remains continuously
employed with the Employer for at least fifteen (15) years from the
date of the policy issuance, dividends at that point in time should be
sufficient to pay all future premiums; and no further premium payments
would be required by the Employer. In the event that dividends are
not sufficient to pay future premium at the end of the fifteen (15)
year period, then the Employer shall continue making such premium
payments as are necessary to continue the policy in force so long as
Employee remains employed with Employer. No contributions toward the
payment of premiums by the Executive are required.
	 
	 	3.	 	The Executive will execute an endorsement on the policy restricting
the Executive’s right to (a) surrender the policy for its cash value,
(b) obtain a policy loan from the insurance company, (c) assign the
policy as collateral, (d) change the ownership of the policy by
endorsement or assignment, except for a change in ownership to a trust
or similar entity for estate tax planning purposes for the benefit of
Executive, his heirs or assigns, or (e) change insured. Such
endorsement shall remain in effect for the benefit of the Employer so
long as the Executive remains continuously employed with Employer for
fifteen (15) years from the date of policy issuance at which time the
Company shall execute a release of such endorsement. If employment is
terminated, the Executive shall have all rights under the policy
without restriction and the Company shall execute a release of such
endorsement.
	 
	 	4.	 	The Employer shall not be entitled to receive any benefits under
the policy.
	 
	 	5.	 	The Executive shall recognize the premium paid hereunder as
additional compensation for federal income tax purposes.
	 
	 	6.	 	The Employer shall, in addition to the premium payment, annually
increase the Executive’s normal compensation by an amount determined by
the following formula: P/1-X where P equals premium paid by the
Employer on the policy pursuant to this Agreement and X equals the
Executive’s marginal Federal income tax bracket for such year plus the
tax rate for any of the following that may be applicable:




	 	 	 
	 	 	
i. Pennsylvania income tax;
	 	 	 
	 	 	
ii. Employee portion of Pennsylvania
unemployment tax;
	 	 	 
	 	 	
iii. Local income tax;
	 	 	 
	 	 	
iv. Employee portion of FICA OASDI; and
	 	 	 
	 	 	
v. Employee portion of FICA Medicare.



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	 	7.	 	This Agreement is being delivered and is intended to be performed
in Pennsylvania and shall be construed and enforced in accordance with
the laws of Pennsylvania.
	 
	 	8.	 	This Agreement is the entire understanding among the parties and
may be altered, amended or revoked only by subsequent written
instrument executed by all parties.



WITNESS WHEREOF the parties have executed this Agreement this 23rd day of
December, 2003.



	 	 	 	 	 
	 	 	
By:
	 	/s/ Philip A. Garcia
	 	 	 	 	

	(Corporate Seal)	 	 	 	  Philip A. Garcia, Executive Vice President
	 	 	 	 	 
	 	 	
Attest:
	 	/s/ Jan R. Van Gorder
	 	 	 	 	

	 	 	 	 	  Jan R. Van Gorder, Secretary
	 	 	 	 	 
	 	 	 	 	/s/ Jeffrey A. Ludrof
	 	 	 	 	

	 	 	 	 	  Jeffrey A. Ludrof



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