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EXHIBIT 10.47

INSURANCE BONUS AGREEMENT

Erie Indemnity Company, a Pennsylvania business corporation (the Employer),
and Thomas B. Morgan (the Executive) intending to be legally bound hereby
agree as follows:



| | 1. |  | The Employer agrees to pay all premiums on life insurance
Policy No.
16 343 631 insuring Executives life issued by the Northwestern Mutual
Life Insurance Company of Milwaukee, Wisconsin, and owned by Executive
as long as Executive remains employed by the Employer. No
contributions toward the payment of premiums by the Executive are
required.                                                                                                                            
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | 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, or (e) change insured. The
Employer shall not be entitled to receive any benefits under the
policy.                                                                        
|
| |    |  | Employer shall release the endorsement after fifteen (15) years have
passed if Executive was continuously employed by the Employer
throughout that time. If Executives employment is terminated for any
reason by either party during that fifteen (15) year period, the
Employer is under no obligation to release the endorsement. However,
if employment is terminated prior to that time, the Executive retains
the right to convert the policy to a plan of paid up insurance.
|
| | 3. |  | The Executive will recognize the premium paid hereunder as
additional compensation for federal income tax
purposes.                                                                                                                                                                                                                                                                                                                                                                 
|
| | 4. |  | 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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| | 5. |  | 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.
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 6. |  | 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/ Douglas F. Ziegler                   
|                 |  |         |  |                                          
|(Corporate Seal) |  |         |  | Douglas F. Ziegler, Senior Vice President
|                 |  |         |  |                                          
|                 |  | Attest: |  | /s/ Jan R. Van Gorder                    
|                 |  |         |  |                                          
|                 |  |         |  | J. R. Van Gorder, Secretary              
|                 |  |         |  |                                          
|                 |  |         |  | /s/ Thomas B. Morgan                     
|                 |  |         |  |                                          
|                 |  |         |  | Thomas B. Morgan                         

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