##### Table of Contents



[X]
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 (NO FEE REQUIRED)
   [  ]
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 (NO FEE REQUIRED)
 Commission File Number 2-39458 ERIE FAMILY LIFE INSURANCE COMPANY   Pennsylvania
    
    25-1186315(State or other jurisdiction
of incorporation or organization)
    
    (I.R.S. Employer
Identification No.)100 Erie Insurance Place, Erie, Pennsylvania
    
    16530(Address of principal executive offices)
    
    (Zip code)
 Companys telephone number, including area code (814) 870-2000 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.40 par value   Indicate by check mark whether the Company (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Company was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]
    
    No [  ]
 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Companys knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [  ] Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [  ]
    
    No [X]
 Indicate the number of shares outstanding of each of the Companys classes of
common stock, as of the latest practicable date: 9,450,000 shares of Common
Stock outstanding on February 20, 2004. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Companys Annual Report to shareholders for the fiscal year
ended December 31, 2003 (the Annual Report) are incorporated by reference
into Parts II and III of this Form 10-K Report. AMENDMENTS: This Amendment No. 1 to the Companys Annual Report on Form 10-K for the year
ended December 31, 2003 that was originally filed with the Securities and
Exchange Commission on March 8, 2004 (the Original Filing) is being filed to
amend Items 3, 10, 11, 12, 13, 14 and 15. Item 15 has been restated to list as
an exhibit and furnish the Companys proxy statement first delivered to
shareholders on or about March 26, 2004 in connection with the Companys
scheduled April 27, 2004 annual meeting of shareholders that was omitted from
the Original Filing. Items 10, 11, 12, 13 and 14 have been restated to
reference the exhibit added to Item 15. 1




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INDEX ITEM NUMBER AND CAPTION
    
    PAGEPart IItem 1.
    Business
    
    3Item 2.
    Properties
    
    7Item 3.
    Legal Proceedings
    
    7Item 4.
    Submission of Matters to a Vote of Security HoldersExecutive Officers of the Company
    
    7Part IIItem 5.
    Market for the Registrants Common Equity, Related Shareholder Matters
and Issuer Repurchases of Equity Securities
    
    8Item 6.
    Selected Financial Data
    
    8Item 7.
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    8Item 7A.
    Quantitative and Qualitative Disclosures About Market Risk
    
    8Item 8.
    Financial Statements and Supplementary Data
    
    9Item 9.
    Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure

    
    9Item 9A.
    Controls and Procedures
    
    9Part IIIItem 10.
    Directors and Executive Officers of the Registrant
    
    10Item 11.
    Executive Compensation
    
    12Item 12.
    Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters

    
    12Item 13.
    Certain Relationships and Related Transactions
    
    12Item 14.
    Principal Accountant Fees and Services
    
    12Part IVItem 15.
    Exhibits, Financial Statement Schedules and Reports on Form 8-K
    
    13Exhibit 20Exhibit 31.1Exhibit 31.2Exhibit 32
  2




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PART I 
 ITEM 1. BUSINESS  Erie Family Life Insurance Company (hereinafter referred to as the
Company or Erie Family Life) is incorporated in the Commonwealth of
Pennsylvania and is primarily engaged in the business of underwriting and
selling nonparticipating individual and group life insurance policies,
including universal life, annuity and disability income products.The Company is owned 21.6% by the Erie Indemnity Company (EIC), 53.5% by
the Erie Insurance Exchange (Exchange) and the remaining 24.9% by public
shareholders, who are predominantly directors, agents and employees of EIC.
EIC is a Pennsylvania business corporation formed in 1925 to be the
attorney-in-fact for the Policyholders of the Exchange, a
Pennsylvania-domiciled reciprocal insurance exchange. EIC, as
attorney-in-fact, has a fiduciary duty to act in this capacity on behalf of
the Policyholders of the Exchange in addition to a fiduciary duty to its
own shareholders. EIC operates predominantly as a provider of sales,
underwriting and policy issuance services to the Exchange. EIC also is
engaged in the property/casualty insurance business through its wholly
owned subsidiaries, Erie Insurance Company, Erie Insurance Company of New
York and Erie Insurance Property & Casualty Company and through a
subsidiary of the Exchange, Flagship City Insurance Company. The Company,
EIC, the Exchange and its subsidiary and affiliates operate collectively
under the name Erie Insurance Group.Members of the Erie Family Life Board of Directors are the same as those of
EIC. Products  The Companys portfolio of life insurance includes permanent life,
endowment and term policies, including whole life, mortgage and decreasing
term, group, and universal life insurance. In terms of face value, new
life business issued in 2003, 2002 and 2001 had a ratio of 9:1, 11:1 and
8:1, respectively, of term insurance to whole life insurance coverage.
Contributing to this ratio of term insurance issued to whole life insurance
issued has been the introduction of a new generation of insurance products
in recent years. In late 2001, the Company rolled out its two newest
products  ERIE Target TermSM and ERIE Flagship
Term2SM. The ERIE Target
Term product has a minimum face amount of $100,000 and offers rate
guarantees for 10 years on all plans. The ERIE Flagship Term2, now Erie
Family Lifes most comprehensive term insurance plan for individuals
desiring substantial coverage, offers a minimum face amount of $100,000.Life insurance premiums and annuity deposits have been the primary sources
of cash inflows for the Company. Net life insurance premiums by class, as a
percentage of total sales, are as follows: For the year ended December 31,Class
    
    2003
    
    2002
    
    2001
    
    2000
    
    1999Ordinary Life (including Term,
Whole Life and Universal Life)
    
    
    93.1
    %
    
    
    94.0
    %
    
    
    94.0
    %
    
    
    94.2
    %
    
    
    93.7
    %Group Life and Other
    
    
    6.9
    
    
    
    6.0
    
    
    
    6.0
    
    
    
    5.8
    
    
    
    6.3100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
  The Company reinsures a portion of its business under a number of different
reinsurance agreements. The purpose of this reinsurance is to enable the
Company to write a policy in an amount larger than the Company is willing
to assume for itself. The Company currently reinsures with other insurance
companies the portion of the insurance coverage above desired retentions.
The retention limit on an acceptable risk is generally $300,000 per life
for individual coverage. For its disability income product, the Company
has a 50% coinsurance agreement with a nonaffiliated reinsurer. The
Company has a 50% coinsurance agreement, with a maximum retention of
$300,000, with nonaffiliated reinsurers for its ERIE Flagship
TermSM and
ERIE Flagship Term2SM products. For its Erie Target TermSM product, the
Company has a 90% coinsurance agreement, with a maximum retention of
$300,000, with nonaffiliated reinsurers. 3




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Life insurance in force totaled $27.1 billion, $23.2 billion and $18.9
billion at December 31, 2003, 2002 and 2001, respectively. As of December
31, 2003, 2002 and 2001, $9.8 billion, $7.0 billion and $4.1 billion,
respectively, of life insurance in force was ceded to other companies. The
Companys most significant reinsurance relationship is with Generali USA
Reassurance Company (Generali) (formerly Business Mens Assurance Company
of America), which reinsures a portion of the Companys life and accident
and health business. At December 31, 2003, 2002 and 2001, the amount of in
force life insurance ceded to Generali/BMA totaled approximately $5.6
billion, $4.2 billion and $2.7 billion, respectively.Certain elements of revenue and expense reflect the requirements of
Financial Accounting Standard (FAS) 97. FAS 97 prescribes a uniform method
by which life insurance companies account for certain long-term insurance
contracts, specifically annuities, universal life, and other
interest-sensitive products. This method involves separating the premium
income into the premium portion (shown in revenue), which represents
insurance protection purchased, and the deposit portion, which represents
funds to be held at interest for future uses. Under this standard, the
deposit portion of the premium received is accounted for using methods
applicable to comparable interest bearing obligations of other types of
financial institutions.Annuity product offerings compete with other available investment products
including, but not limited to, common and preferred stocks, bonds, mutual
funds and other instruments. The Companys ability to attract
Policyholders
depends in large part on the relative attractiveness of its products
compared to other investment alternatives available. Factors such as the
interest rate environment and the performance of the stock market influence
this ability.The Erie Insurance Group affiliated property and casualty insurance
companies periodically purchase annuities from the Company in connection
with the structured settlement of claims. Considerations recorded as
annuity deposits in the Companys Statements of Financial Position from
structured settlement annuities sold to affiliated property/casualty
companies totaled $20,883,983, $18,563,579 and $12,878,769 in 2003, 2002
and 2001, respectively. Also included in the annuity deposits are annuity
contracts purchased by the Erie Insurance Group Retirement Plan for
Employees. Due to the current interest rate environment, the Erie
Insurance Group Retirement Plan for Employees did not purchase any
annuities from the Company in 2003. The annuity contracts totaled $148,705
in 2002 and $4,513,441 in 2001.Deposits by class are as follows: For the year ended December 31,(in thousands)Class
    
    2003
    
    2002
    
    2001
    
    2000
    
    1999Universal Life Deposits
    
    $
    13,326
    
    
    $
    12,176
    
    
    $
    12,238
    
    
    $
    11,198
    
    
    $
    11,792Annuity Deposits
    
    
    144,202
    
    
    
    175,509
    
    
    
    69,754
    
    
    
    51,060
    
    
    
    67,115$
    157,528
    
    
    $
    187,685
    
    
    $
    81,992
    
    
    $
    62,258
    
    
    $
    78,907
 Marketing  The Company markets its products through independent agents in eleven
jurisdictions. The 2003 statutory direct premiums and annuity
considerations for those jurisdictions is made up of: Pennsylvania (63.0%),
Virginia (8.5%), Maryland (6.4%), Ohio (6.1%) and North Carolina (4.8%).
West Virginia, Indiana, Tennessee, Illinois, Wisconsin and the District of
Columbia collectively accounted for 9.6% of direct premiums and annuity
considerations. The policies sold are evaluated by the Companys
underwriting department which accepts or declines applicants for insurance.
Premium on policies which are accepted may be standard or rated, depending
on the nature of the risk. 4




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##### Table of Contents



Competition  The Company operates in a highly competitive industry which consists of
numerous stock and mutual life insurance companies. A large number of
established insurance companies compete in states in which the Company
transacts business and many of these companies offer more diversified lines
of insurance coverage and have substantially greater financial resources
than does the Company. Competition is based primarily on price, product
features, availability of insurance products and the financial strength of
the Company. Insurance Liabilities  The Company establishes and maintains actuarial reserves to meet its
obligations on life insurance, disability income and annuity policies.
These reserves are amounts which, with additions from premiums to be
received on outstanding policies and with interest on such reserves
compounded annually at certain assumed rates, are calculated to be
sufficient to meet policy obligations at death, disability or maturity in
accordance with the mortality and morbidity assumptions employed when the
policies are issued.Reserves for life insurance and income-paying annuity future policy
benefits have been computed primarily by the net level premium method with
assumptions as to anticipated mortality, withdrawals, lapses and investment
yields. Disability income reserves are calculated as two-year preliminary
term mid-terminal reserves plus unearned premium reserves plus claim
reserves. Deferred annuity future policy benefit liabilities have been
established at accumulated values without reduction for surrender charges.
Reserves for universal life and deposit contracts are based on the contract
account balance, if future benefit payments in excess of the account
balance are not guaranteed, or the present value of future benefit payments
when such payments are guaranteed. Variations are inherent in such
calculations due to the estimates and assumptions necessary in the
calculations. Interest rate assumptions for non-interest sensitive life
insurance range from 3.50% to 4.00% on policies issued in 1980 and prior
years and 5.00% to 7.25% on policies issued in 1981 and subsequent years.
Mortality and withdrawal assumptions are based on tables typically used in
the industry, modified to reflect actual experience where appropriate.Universal life and annuity deposits are credited with varying interest
rates determined at the discretion of the Company subject to contractual
minimums. During 2003, interest rates credited ranged from 4.25% to 6.00%
on universal life deposits and 3.00% to 4.80% on annuity deposits. Government Regulation  The Company is subject to the corporate governance standards set forth in
the recently enacted Sarbanes-Oxley Act of 2002 and other recent changes to
the federal securities laws, as well as any rules or regulations that may
be promulgated by the Securities and Exchange Commission. Compliance with
these standards, rules and regulations, that have recently been enacted,
impose additional administrative costs and burdens on the Company.The Sarbanes-Oxley Act of 2002 (Act) was designed to better protect
investors by improving the accuracy and reliability of public company
disclosures. Management has implemented what it believes to be the
appropriate process both within the Company and with the Board of Directors
to comply with the requirements.The Company is also subject to supervision and regulation by the insurance
departments of the states in which it does business. Although the extent
of the regulation varies from state to state, generally the supervisory
agencies are vested with broad regulatory powers relating to the granting
and revocation of licenses to transact business, regulation of trade
practices, licensing of agents, approval of policy forms, deposits of
securities as for the benefits of policy owners, and investments and
maintenance of specified reserves and capital, all designed primarily for
the protection of policy owners. In accordance with the rules of the
National Association of Insurance Commissioners (NAIC), the Company is
examined periodically by one or more of the state supervisory agencies. The
last completed examination of the Company was conducted by the Pennsylvania
Insurance Department and covered the five years ended December 31, 2000.The Commonwealth of Pennsylvania follows the statutory accounting practices
minimum risk-based capital requirements on domestic insurance companies
that were developed by the NAIC. Companies below specific trigger points or
ratios are classified within certain levels, each of which requires
specified corrective action. The 5




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##### Table of Contents



formulas for determining the amount of risk-based capital specify various weighing
factors that are applied to financial balances or various levels of
activity based on the perceived degree of risk. These formulas determine a
ratio of the companys regulatory total adjusted capital to its authorized
control level risk-based capital, as defined by the NAIC.The NAIC levels and ratios are as follows: Ratio of Total Adjusted Capital toNAIC Required
    
    Authorized Control Level Risk-BasedRegulatory Event
    
    Capital (Less Than or Equal to)Company action level
    
    2.0 (or 2.5 with negative trends)Regulatory action level
    
    1.5Authorized control level
    
    1.0Mandatory control level
    
    0.7
  Erie Family Life has regulatory total adjusted capital of almost $128.0
million and a ratio of total adjusted capital to authorized control level
risk-based capital of more than 7:1 at December 31, 2003. The Companys
ratios significantly exceed the minimum NAIC risk-based capital
requirements.The NAIC adopted the Codification of Statutory Accounting Practices
(Codification), effective January 1, 2001, as the NAIC-supported basis of
accounting. The Codification was approved with a provision allowing for
prescribed or permitted accounting practices to be determined by each
states insurance commissioner. Accordingly, such discretion will continue
to allow prescribed or permitted accounting practices that may differ from
state to state. The Company follows complete NAIC statutory accounting
practices, with no permitted or prescribed deviations from the Pennsylvania
Insurance Department. Employees  Services of 151 full-time employees are provided through EIC. Five of the
employees are officers. Employee expenses along with other operating
expenses are paid by EIC and reimbursed by the Company on a monthly basis.
None of the employees are covered by collective bargaining agreements and
the Company believes its employee relations are good. Website Access to Company Reports  The Companys annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and all amendments to those reports are
available free of charge on the Companys website at
http://www.erieinsurance.com as soon as reasonably practicable after such
material is electronically filed with or furnished to the Securities and
Exchange Commission.  Also copies of the Companys annual report will be made available, free of
charge, upon written request. Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995: Certain forward-looking statements contained herein involve risks and
uncertainties. These statements include certain discussions relating to
underwriting, premium and investment income volume, business strategies,
profitability and business relationships and the Companys other business
activities during 2003 and beyond. In some cases, you can identify
forward-looking statements by terms such as may, will, should, could,
would, expect, plan, intend, anticipate, believe, estimate,
project, predict, potential and similar expressions. These
forward-looking statements reflect the Companys current views about future
events, are based on assumptions and are subject to known and unknown risks and
uncertainties that may cause results to differ materially from those
anticipated in those statements. Many of the factors that will determine
future events or achievements are beyond our ability to control or predict. 6




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##### Table of Contents



ITEM 2. PROPERTIES  The Company owns real property for investment purposes as provided in Schedule
I Summary of Investments Other Than Investments in Related Parties. This
investment property, located in Allentown, Pennsylvania, is leased to EIC and a
nonaffiliated business. Rental income for 2003 was $392,340. The executive
and administrative offices of the Company are located in the headquarters
office of Erie Insurance Group in Erie, Pennsylvania. The Company pays other
members of the Erie Insurance Group an amount determined by an agreement for
office space and for the use of facilities, equipment and services. 
 ITEM 3. LEGAL PROCEEDINGS  The Company is not involved in any material pending legal proceedings other
than ordinary routine litigation incidental to its business. 
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  There were no matters submitted for a vote to shareholders during the fourth
quarter of 2003. 
 EXECUTIVE OFFICERS OF THE REGISTRANT  Incorporated by reference from information with respect to executive officers
of the Erie Insurance Group set forth in Item 10 in Part III of this Annual
Report on Form 10-K. 7




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##### Table of Contents



PART II 
 ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDER MATTERS
AND ISSUER REPURCHASES OF EQUITY SECURITIES The information set forth in the Market for the Registrants Common Stock and
Related Shareholder Matters section of the Companys 2003 Annual Report with
respect to dividends declared to shareholders, is incorporated herein by
reference. The Companys common stock is traded on the OTC Bulletin Board (OTCBB) under
the symbol ERIF. The following sets forth the range of high and low closing prices of the
Companys stock by quarter: 2003
    
    2002Low
    
    High
    
    Low
    
    HighFirst Quarter
    
    
    18

1/2
    
    
    22
    
    
    
    20
    
    
    
    21

3/4Second Quarter
    
    
    22
    
    
    
    23

1/2
    
    
    20

1/4
    
    
    22

5/8Third Quarter
    
    
    19

1/4
    
    
    23

1/2
    
    
    21

1/4
    
    
    22
    1/8Fourth Quarter
    
    
    22
    5/8
    
    
    29

3/4
    
    
    21

1/5
    
    
    22

1/2
 The amount of dividends the Company can pay to its shareholders without the
prior approval of the Pennsylvania Insurance Commissioner is limited by statute
to the greater of: (a) 10 percent of its statutory surplus as regards
Policyholders as shown on its last annual statement on file with the
commissioner, or (b) the net income as reported for the period covered by such
annual statement, but shall not include pro rata distribution of any class of
the insurers own securities. Accordingly, the maximum dividend payout which
may be made in 2004 without prior Pennsylvania Commissioner approval is
$15,404,485. Dividends declared to shareholders totaled $7,938,000 in both
2003 and 2002. 
 ITEM 6. SELECTED FINANCIAL DATA The information set forth in the Selected Financial Data section of the
Companys 2003 Annual Report is incorporated herein by reference. 
 ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS The information set forth in the Managements Discussion and Analysis of
Financial Condition and Results of Operations section of the Companys 2003
Annual Report is incorporated herein by reference. 
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information set forth in the Managements Discussion and Analysis of
Financial Condition and Results of Operations section of the Companys 2003
Annual Report is incorporated herein by reference. 8




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##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The 2003 Financial Statements and the Companys Independent Auditors Report
set forth in the Report of Management section of the Companys 2003 Annual
Report are incorporated herein by reference, as is the unaudited information
set forth in the Notes to the Financial Statements under the caption Quarterly
Results of Operations (Unaudited). 
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE As previously reported in the Registrants Form 10-K annual report for the year
ended December 31, 2002 that was filed with the Commission on March 27, 2003,
the Company appointed Ernst & Young, LLP to be the Companys independent
accountants for the Companys 2003 Financial Statements. On March 27, 2003,
Malin, Bergquist & Company, LLP was dismissed as the Companys independent
auditors. The Audit Committee of the Company annually considers the selection
of the Companys independent auditors. The Audit Committee has the sole
authority to engage the Companys independent auditors. 
 ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures As of December 31, 2003, the Company carried out an evaluation, under the
supervision and with the participation of the Companys management, including
its Chief Executive Officer and Chief Financial Officer, the effectiveness of
the design and operation of the Companys disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on
this evaluation, the Companys Chief Executive Officer and Chief Financial
Officer concluded that, except as described in the following paragraph, the
Companys disclosure controls and procedures as of December 31, 2003 are
effective for gathering, analyzing and disclosing the information the Company
is required to disclose in reports it files under the Securities Exchange Act
of 1934, within the time periods specified in the Securities and Exchange
Commissions rules and forms. The Company has identified a weakness in internal control over the processes
used to determine the recorded amount of its Deferred Acquisition Costs asset
(DAC) and related DAC amortization. In their financial statement audit, the
Companys Independent Auditors, Ernst & Young, have characterized this weakness
as a Material Weakness, as defined under Statement on Auditing Standards No.
60, which they have communicated to Company management and the Audit Committee
of the Board. Company management, under the direction of the Chief Executive
Officer and Chief Financial Officer, and in collaboration with the Companys
Audit Committee, has developed a plan to correct this weakness in internal
control in 2004. The plan entails implementation of improved procedures and
controls over periodic DAC computations and balances, ongoing evaluation of
underlying assumptions, monitoring of DAC trends and ratios, and the
installation of improved valuation systems. The plan has been reviewed with
Ernst & Young and progress will be monitored by Ernst & Young, the Audit
Committee of the Board, and Company management including the Chief Executive
Officer and Chief Financial Officer. Changes in Internal Control Over Financial Reporting There have been no significant changes in the Companys internal controls or in
other factors that could significantly affect disclosure controls subsequent to
the date of this evaluation. 9




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##### Table of Contents



PART III 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information with respect to directors, executive officers, audit committee,
and audit committee financial experts of the Company and Section 16(a)
beneficial ownership reporting compliance, is incorporated herein by reference
to the Companys definitive Proxy Statement relating to the Companys Annual
Meeting of Shareholders to be held on April 27, 2004, which is filed as Exhibit
20 to this Form 10-K/A. The Company has adopted a Code of Conduct that applies to all of its directors,
officers (including its Chief Executive Officer, Chief Financial Officer, Chief
Accounting Officer, Controller and any person performing similar functions) and
employees. The Company has filed a copy of this Code of Conduct as Exhibit 14
to this Form 10K. The Company has also made the Code of Conduct available on
its website at http://www.erieinsurance.com. Age
    
    Present Principal Position with Erieas of
    
    Family Life and Other MaterialName
    
    12/31/03
    
    Positions Held During the Last Five YearsPresident and Chief
Executive OfficerJeffrey A. Ludrof
    
    
    44
    
    
    Director since July 23, 2002; President and Chief Executive Officer
of the Company, Erie Insurance Company, Erie Indemnity Company, Flagship City Insurance
Company, Erie Insurance Property & Casualty Company, and Erie Insurance Company of New
York since May 8, 2002; Executive Vice PresidentInsurance Operations of the Company
1999May 8, 2002; Senior Vice President of the Company 19941999. Directorthe Company,
Erie Insurance Company, Erie Insurance Company of New York, Erie Insurance Property &
Casualty Company, Flagship City Insurance Company and Erie Indemnity Company.Executive Vice PresidentsJan R. Van Gorder
    
    
    56
    
    
    Director since 1990. Senior Executive Vice President, Secretary and
General Counsel of the Company, Erie Indemnity Company, and Erie Insurance Company
since 1990 and of Flagship City Insurance Company and Erie Insurance Property &
Casualty Company since 1992 and 1993, respectively and of Erie Insurance Company of New
York since 1994. Acting President and Chief Executive Officer of the Company, Erie
Indemnity Company, Erie Insurance Company, Flagship City Insurance Company, Erie
Insurance Property & Casualty Company and Erie Insurance Company of New York from
January 19, 2002May 8, 2002; Directorthe Company, Erie Insurance Company, Flagship
City Insurance Company, Erie Insurance Property & Casualty Company, Erie Insurance
Company of New York and Erie Indemnity Company.
 10




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Age
    
    Present Principal Position with Erieas of
    
    Family Life and Other MaterialName
    
    12/31/03
    
    Positions Held During the Last Five YearsJohn J. Brinling, Jr.
    
    
    56
    
    
    Executive Vice President of the Company since December 1990. Division Officer
1984present. Director-Erie Insurance Company of New York.Philip A. Garcia
    
    
    47
    
    
    Executive Vice President and Chief Financial Officer of the Company, Erie Insurance
Company, Erie Indemnity Company, Flagship City Insurance Company, Erie Insurance
Property & Casualty Company and Erie Insurance Company of New York since October 1997.
Senior Vice President and Controller 19931997. Director-Flagship City Insurance
Company, Erie Insurance Property & Casualty Company and Erie Insurance Company of New
York.Michael J. Krahe
    
    
    50
    
    
    Executive Vice PresidentHuman Development and Leadership since January 2003; Senior
Vice President 1999December 2002; Vice President 19941999.Thomas B. Morgan
    
    
    40
    
    
    Executive Vice PresidentInsurance Operations since January 2003; Senior Vice President
October 2001 December 2003; Assistant Vice President and Branch Manager 1997October
2001; Independent Insurance Agent 19881997; Director Erie Insurance Company of New
York, Erie Insurance Property & Casualty Company and Flagship City Insurance Company.Senior Vice PresidentDouglas F. Ziegler
    
    
    53
    
    
    Senior Vice President, Treasurer and Chief Investment Officer of the Company since
1993. Senior Vice President, Treasurer and Chief Investment Officer of the Erie
Insurance Company, Erie Indemnity Company, Flagship City Insurance Company, Erie
Insurance Property & Casualty Company and Erie Insurance Company of New York.
Director-Erie Insurance Company of New York.
 11




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ITEM 11. EXECUTIVE COMPENSATION The answer to this item is incorporated by reference to the Companys
definitive Proxy Statement relating to the Annual Meeting of Shareholders to be
held on April 27, 2004, which is filed as Exhibit 20 to this Form 10-K/A. 
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS The information with respect to security ownership of certain beneficial owners
and management and securities authorized for issuance under equity compensation
plans, is incorporated by reference to the Companys definitive Proxy Statement
relating to the Annual Meeting of Shareholders to be held on April 27, 2004,
which is filed as Exhibit 20 to this Form 10-K/A. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information with respect to certain relationships with Company directors is
incorporated by reference to the Companys definitive Proxy Statement relating
to the Annual Meeting of Shareholders to be held on April 27, 2004, which is
filed as Exhibit 20 to this Form 10-K/A. 
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item is incorporated by reference to the
Companys definitive Proxy Statement relating to the Annual Meeting of
Shareholders to be held on April 27, 2004, which is filed as Exhibit 20 to this
Form 10-K/A. 12




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##### Table of Contents



Part IV 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a)
    
    
    (1
    )
    
    The following financial statements of the Company and the report of
independent certified public accountants are incorporated herein by
reference to pages 35 through 53 in the Companys Annual Report to
Shareholders for the year ended December 31, 2003.Independent Auditors ReportStatements of Financial Position - December 31, 2003 and 2002Statements of Operations for the years ended December 31, 2003, 2002 and 2001Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001Statements of Shareholders Equity for the years ended December 31, 2003, 2002 and 2001Notes to Financial Statements(2
    )
    
    The following financial statement schedules are included herein:
 PageReport of Independent Auditors  2002 and 2001
    
    
    15Schedule I - Summary of Investments Other Than
Investments in Related Parties
    
    
    16Schedule III - Supplementary Insurance Information
    
    
    17Schedule IV - Reinsurance
    
    
    18
  All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and
therefore, have been omitted.(3)
    
    Exhibits:See Exhibit Index on Page 19 hereof.All exhibits for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable, and therefore, have
been omitted.(b)
    
    Reports on Form 8-K.On October 29, 2003, the Company filed a report on Form 8-K, reporting
under Item 12, that a press release had been issued reporting the
Companys earnings for the quarter ended September 30, 2003. 13




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##### Table of Contents



SIGNATURES Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized. Date: March 31, 2004
    ERIE FAMILY LIFE INSURANCE COMPANY(Registrant)Principal Officers/s/ Jeffrey A. LudrofJeffrey A. Ludrof, President and Chief Executive Officer/s/ Philip A. GarciaPhilip A. Garcia, Executive Vice President & CFO 14




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##### Table of Contents



INDEPENDENT AUDITORS REPORT To The Board of Directors and Shareholders
Erie Family Life Insurance Company We have audited the Statements of Financial Position of Erie Family Life Insurance Company (Company) as of December 31, 2002 and the related Statements of Operations, Shareholders Equity and Cash Flows for each of the two years in the period ended December 31, 2002. In connection with our audits of the financial statements, we also have audited the 2002 and 2001 financial statement schedules. These financial statements and financial statement schedules are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial statement schedules are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Erie Family Life Insurance Company as of December 31, 2002, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related 2002 and 2001 financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. /s/  Malin, Bergquist & Company, LLPMalin, Bergquist & Company, LLP Erie, Pennsylvania
February 7, 2003 15




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##### Table of Contents



SCHEDULE I - SUMMARY OF INVESTMENTS OTHER THAN INVESTMENTS IN RELATED PARTIES December 31, 2003Cost or
    
    
    
    
    
    Amount at whichAmortized
    
    Market
    
    Shown in theType of Investment
    
    Cost
    
    Value
    
    Balance Sheet(In thousands)Fixed Maturities Available-for-SaleU. S. Treasuries and Government Agency
    
    $
    61,176
    
    
    $
    62,682
    
    
    $
    62,682Public Utilities
    
    
    141,154
    
    
    
    151,003
    
    
    
    151,003U. S. Banks, Trusts, and Insurance Companies
    
    
    158,731
    
    
    
    167,253
    
    
    
    167,253U. S. Industrial and Miscellaneous
    
    
    554,379
    
    
    
    595,071
    
    
    
    595,071Mortgage Backed
    
    
    145,394
    
    
    
    148,834
    
    
    
    148,834Asset Backed
    
    
    5,032
    
    
    
    5,362
    
    
    
    5,362Foreign
Governments - Agency
    
    
    7,961
    
    
    
    8,046
    
    
    
    8,046Foreign Banks, Trusts, and Insurance Companies
    
    
    20,038
    
    
    
    20,151
    
    
    
    20,151Foreign Industrial and Miscellaneous
    
    
    101,130
    
    
    
    112,033
    
    
    
    112,033Foreign Public Utilities
    
    
    8,612
    
    
    
    9,892
    
    
    
    9,892Total Fixed Maturities Available-for-Sale
    
    $
    1,203,607
    
    
    $
    1,280,327
    
    
    $
    1,280,327Equity SecuritiesNonredeemable Preferred Stocks:Public Utilities
    
    $
    1,864
    
    
    $
    2,000
    
    
    $
    2,000U. S. Banks, Trusts, and Insurance Companies
    
    
    13,909
    
    
    
    15,830
    
    
    
    15,830U. S. Industrial and Miscellaneous
    
    
    17,119
    
    
    
    18,874
    
    
    
    18,874Foreign Banks, Trusts and Insurance Companies
    
    
    20,716
    
    
    
    22,652
    
    
    
    22,652Foreign Industrial and Miscellaneous
    
    
    3,000
    
    
    
    3,592
    
    
    
    3,592Total Equity Securities
    
    $
    56,608
    
    
    $
    62,948
    
    
    $
    62,948Real Estate Investment Property
    
    $
    1,127
    
    
    $
    1,127
    
    
    $
    1,127Policy Loans
    
    
    9,951
    
    
    
    9,951
    
    
    
    9,951Mortgage Loans
    
    
    6,305
    
    
    
    6,305
    
    
    
    6,305Limited Partnerships
    
    
    12,203
    
    
    
    12,241
    
    
    
    12,241Total Investments
    
    $
    1,289,801
    
    
    $
    1,372,899
    
    
    $
    1,372,899
 16




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##### Table of Contents



SCHEDULE III  SUPPLEMENTARY INSURANCE INFORMATION At December 31,
    
    For the Years Ended December 31,Deferred
    
    Future
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AmortizationPolicy
    
    Policy
    
    
    
    
    
    Other
    
    
    
    
    
    Net
    
    Life &
    
    of Deferred
    
    OtherAcquisition
    
    Benefits &
    
    Unearned
    
    Policy
    
    Policy
    
    Investment
    
    Annuity
    
    Acquisition
    
    OperatingSegment
    
    Costs
    
    Deposits
    
    Premium
    
    Claims
    
    Revenues (a)
    
    Income
    
    Benefits
    
    Costs
    
    Expenses(In thousands)2003Ordinary Life Insurance
    
    $
    95,281
    
    
    $
    255,843
    
    
    $
    251
    
    
    $
    3,406
    
    
    $
    52,045
    
    
    $
    14,784
    
    
    $
    27,906
    
    
    $
    5,922
    
    
    $
    14,823Accident & Health
    
    
    0
    
    
    
    338
    
    
    
    0
    
    
    
    0
    
    
    
    254
    
    
    
    7
    
    
    
    123
    
    
    
    0
    
    
    
    149Group Life & Other
    
    
    0
    
    
    
    2,908
    
    
    
    5
    
    
    
    247
    
    
    
    3,628
    
    
    
    158
    
    
    
    2,670
    
    
    
    0
    
    
    
    303Annuities
    
    
    8,593
    
    
    
    932,553
    
    
    
    0
    
    
    
    0
    
    
    
    5
    
    
    
    53,289
    
    
    
    42,109
    
    
    
    604
    
    
    
    3,441Corporate
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    8,728
    
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    $
    103,874
    
    
    $
    1,191,642
    
    
    $
    256
    
    
    $
    3,653
    
    
    $
    55,932
    
    
    $
    76,966
    
    
    $
    72,808
    
    
    $
    6,526
    
    
    $
    18,7162002Ordinary Life Insurance
    
    $
    89,031
    
    
    $
    228,032
    
    
    $
    202
    
    
    $
    2,111
    
    
    $
    48,070
    
    
    $
    13,111
    
    
    $
    29,265
    
    
    $
    6,820
    
    
    $
    16,267Accident & Health
    
    
    0
    
    
    
    148
    
    
    
    0
    
    
    
    0
    
    
    
    167
    
    
    
    3
    
    
    
    62
    
    
    
    0
    
    
    
    87Group Life & Other
    
    
    0
    
    
    
    2,239
    
    
    
    2
    
    
    
    251
    
    
    
    2,889
    
    
    
    144
    
    
    
    1,852
    
    
    
    0
    
    
    
    279Annuities
    
    
    15,034
    
    
    
    803,675
    
    
    
    0
    
    
    
    0
    
    
    
    3
    
    
    
    43,627
    
    
    
    39,684
    
    
    
    1,607
    
    
    
    2,823Corporate
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    9,401
    
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    $
    104,065
    
    
    $
    1,034,094
    
    
    $
    204
    
    
    $
    2,362
    
    
    $
    51,129
    
    
    $
    66,286
    
    
    $
    70,863
    
    
    $
    8,427
    
    
    $
    19,4562001Ordinary Life Insurance
    
    $
    82,423
    
    
    $
    205,267
    
    
    $
    212
    
    
    $
    1,729
    
    
    $
    43,693
    
    
    $
    13,500
    
    
    $
    25,044
    
    
    $
    4,618
    
    
    $
    14,142Accident & Health
    
    
    0
    
    
    
    39
    
    
    
    0
    
    
    
    0
    
    
    
    35
    
    
    
    1
    
    
    
    21
    
    
    
    0
    
    
    
    (13
    )Group Life & Other
    
    
    0
    
    
    
    2,532
    
    
    
    0
    
    
    
    221
    
    
    
    2,760
    
    
    
    161
    
    
    
    3,246
    
    
    
    0
    
    
    
    260Annuities
    
    
    9,592
    
    
    
    636,849
    
    
    
    0
    
    
    
    0
    
    
    
    3
    
    
    
    42,318
    
    
    
    35,210
    
    
    
    1,200
    
    
    
    1,598Corporate
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    5,201
    
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    $
    92,015
    
    
    $
    844,687
    
    
    $
    212
    
    
    $
    1,950
    
    
    $
    46,491
    
    
    $
    61,181
    
    
    $
    63,521
    
    
    $
    5,818
    
    
    $
    15,987
 (a) Net of reinsurance ceded 17




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##### Table of Contents



SCHEDULE IV - REINSURANCE PercentageCeded to
    
    Assumed
    
    
    
    
    
    of AmountGross
    
    Other
    
    From Other
    
    Net
    
    AssumedAmount
    
    Companies
    
    Companies
    
    Amount
    
    to Net(In thousands)December 31, 2003Life Insurance in force
    
    $
    27,077,945
    
    
    $
    9,788,882
    
    
    $
    0
    
    
    $
    17,289,063
    
    
    
    0.00
    %Premiums for the year:Life Insurance
    
    
    68,777
    
    
    
    16,732
    
    
    
    0
    
    
    
    52,045
    
    
    
    0.00
    %Annuities
    
    
    5
    
    
    
    0
    
    
    
    0
    
    
    
    5
    
    
    
    0.00
    %Accident & Health
    
    
    537
    
    
    
    283
    
    
    
    0
    
    
    
    254
    
    
    
    0.00
    %Group Life & Other
    
    
    3,628
    
    
    
    0
    
    
    
    0
    
    
    
    3,628
    
    
    
    0.00
    %Total Premiums
    
    $
    72,947
    
    
    $
    17,015
    
    
    $
    0
    
    
    $
    55,932
    
    
    
    0.00
    %December 31, 2002Life Insurance in force
    
    $
    23,198,178
    
    
    $
    7,043,035
    
    
    $
    0
    
    
    $
    16,155,143
    
    
    
    0.00
    %Premiums for the year:Life Insurance
    
    
    60,132
    
    
    
    12,063
    
    
    
    0
    
    
    
    48,069
    
    
    
    0.00
    %Annuities
    
    
    3
    
    
    
    0
    
    
    
    0
    
    
    
    3
    
    
    
    0.00
    %Accident & Health
    
    
    402
    
    
    
    234
    
    
    
    0
    
    
    
    168
    
    
    
    0.00
    %Group Life & Other
    
    
    2,889
    
    
    
    0
    
    
    
    0
    
    
    
    2,889
    
    
    
    0.00
    %Total Premiums
    
    $
    63,426
    
    
    $
    12,297
    
    
    $
    0
    
    
    $
    51,129
    
    
    
    0.00
    %December 31, 2001Life Insurance in force
    
    $
    18,903,134
    
    
    $
    4,112,150
    
    
    $
    0
    
    
    $
    14,790,984
    
    
    
    0.00
    %Premiums for the year:Life Insurance
    
    
    51,644
    
    
    
    7,951
    
    
    
    0
    
    
    
    43,693
    
    
    
    0.00
    %Annuities
    
    
    3
    
    
    
    0
    
    
    
    0
    
    
    
    3
    
    
    
    0.00
    %Accident & Health
    
    
    142
    
    
    
    107
    
    
    
    0
    
    
    
    35
    
    
    
    0.00
    %Group Life & Other
    
    
    2,760
    
    
    
    0
    
    
    
    0
    
    
    
    2,760
    
    
    
    0.00
    %Total Premiums
    
    $
    54,549
    
    
    $
    8,058
    
    
    $
    0
    
    
    $
    46,491
    
    
    
    0.00
    %
 18




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##### Table of Contents



EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K) SequentiallyExhibit
    
    
    
    NumberedNumber
    
    Description of Exhibit
    
    Page3.1*
    
    Amended and Restated By-laws of Registrant10.1**
    
    1997 Annual Incentive Plan of Erie Indemnity Company10.2**
    
    Erie Indemnity Company Long-Term Incentive Plan10.3**
    
    Employment Agreement effective December 16, 1997 by and
between Erie Indemnity Company and Stephen A. Milne10.4**
    
    Employment Agreement effective December 16, 1997 by and
between Erie Indemnity Company and Jan R. Van Gorder10.5**
    
    Employment Agreement effective December 16, 1997 by and
between Erie Indemnity Company and Philip A. Garcia10.6**
    
    Employment Agreement effective December 16, 1997 by and
between Erie Indemnity Company and John J. Brinling, Jr.10.7***
    
    Employment Agreement effective June 30, 1999 by and
between Erie Indemnity Company and Jeffrey A. Ludrof10.8***
    
    Employment Agreement effective December 15, 1999 by and
between Erie Indemnity Company and Douglas F. Ziegler10.9***
    
    Addendum to Employment Agreement effective December 15, 1999
by and between Erie Indemnity Company and Stephen A. Milne10.10***
    
    Addendum to Employment Agreement effective December 15, 1999
by and between Erie Indemnity Company and Jan R. Van Gorder10.11***
    
    Addendum to Employment Agreement effective December 15, 1999
by and between Erie Indemnity Company and Philip A. Garcia10.12***
    
    Addendum to Employment Agreement effective December 15, 1999
by and between Erie Indemnity Company and John J. Brinling, Jr.10.13***
    
    Addendum to Employment Agreement effective December 15, 1999
by and between Erie Indemnity Company and Jeffrey A. Ludrof10.14****
    
    Addendum to Employment Agreement effective December 15, 2000
by and between Erie Indemnity Company and Stephen A. Milne10.15****
    
    Addendum to Employment Agreement effective December 15, 2000
by and between Erie Indemnity Company and Jan R. Van Gorder10.16****
    
    Addendum to Employment Agreement effective December 15, 2000
by and between Erie Indemnity Company and Philip A. Garcia
 19




---



##### Table of Contents



EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K) SequentiallyExhibit
    
    
    
    NumberedNumber
    
    Description of Exhibit
    
    Page10.17****
    
    Addendum to Employment Agreement effective December 15, 2000
by and between Erie Indemnity Company and John J. Brinling, Jr.10.18****
    
    Addendum to Employment Agreement effective December 15, 2000
by and between Erie Indemnity Company and Jeffrey A. Ludrof10.19****
    
    Addendum to Employment Agreement effective December 15, 2000
by and between Erie Indemnity Company and Douglas F. Ziegler10.20*****
    
    Addendum to Employment Agreement effective December 12, 2001
by and between Erie Indemnity Company and Stephen A. Milne10.21*****
    
    Addendum to Employment Agreement effective December 12, 2001
by and between Erie Indemnity Company and Jan R. Van Gorder10.22*****
    
    Addendum to Employment Agreement effective December 12, 2001
by and between Erie Indemnity Company and Philip A. Garcia10.23*****
    
    Addendum to Employment Agreement effective December 12, 2001
by and between Erie Indemnity Company and John J. Brinling, Jr.10.24*****
    
    Addendum to Employment Agreement effective December 12, 2001
by and between Erie Indemnity Company and Jeffrey A. Ludrof10.25*****
    
    Addendum to Employment Agreement effective December 12, 2001
by and between Erie Indemnity Company and Douglas F. Ziegler10.26*****
    
    Summary of termination benefits provided Stephen A. Milne upon
voluntary termination from active employment on January 18, 200210.27#
    
    Employment Agreement effective May 9, 2002 by and between
Erie Indemnity Company and Jeffrey A. Ludrof10.28#
    
    Addendum to Employment Agreement effective December 12, 2002
by and between Erie Indemnity Company and Jan R. Van Gorder10.29#
    
    Addendum to Employment Agreement effective December 12, 2002
by and between Erie Indemnity Company and Philip A. Garcia10.30#
    
    Addendum to Employment Agreement effective December 12, 2002
by and between Erie Indemnity Company and John J. Brinling, Jr.10.31#
    
    Addendum to Employment Agreement effective December 12, 2002
by and between Erie Indemnity Company and Douglas F. Ziegler10.32#
    
    Employment Agreement effective December 15, 2002 by and
between Erie Indemnity Company and Michael J. Krahe
 20




---



##### Table of Contents



EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K) Exhibit
    
    
    
    SequentiallyNumberedNumber
    
    Description of Exhibit
    
    Page10.33#
    
    Employment Agreement effective December 15, 2002 by and
between Erie Indemnity Company and Thomas B. Morgan10.34##
    
    Addendum to Employment Agreement effective December 12, 2003
by and between Erie Indemnity Company and Jeffrey A. Ludrof10.35##
    
    Addendum to Employment Agreement effective December 12, 2003
by and between Erie Indemnity Company and Jan R. Van Gorder10.36##
    
    Addendum to Employment Agreement effective December 12, 2003
by and between Erie Indemnity Company and Philip A. Garcia10.37##
    
    Addendum to Employment Agreement effective December 12, 2003
by and between Erie Indemnity Company and John J. Brinling, Jr.10.38##
    
    Addendum to Employment Agreement effective December 12, 2003
by and between Erie Indemnity Company and Douglas F. Ziegler10.39##
    
    Addendum to Employment Agreement effective December 12, 2003
by and between Erie Indemnity Company and Michael J. Krahe10.40##
    
    Addendum to Employment Agreement effective December 12, 2003
by and between Erie Indemnity Company and Thomas B. Morgan10.41##
    
    Insurance bonus agreement effective December 23, 2003 by
and between Erie Indemnity Company and Jeffrey A. Ludrof10.42##
    
    Insurance bonus agreement effective December 23, 2003 by
and between Erie Indemnity Company and Jeffrey A. Ludrof10.43##
    
    Insurance bonus agreement effective December 23, 2003 by
and between Erie Indemnity Company and Jan R. Van Gorder10.44##
    
    Insurance bonus agreement effective December 23, 2003 by
and between Erie Indemnity Company and Philip A. Garcia10.45##
    
    Insurance bonus agreement effective December 23, 2003 by
and between Erie Indemnity Company and John J. Brinling, Jr.10.46##
    
    Insurance bonus agreement effective December 23, 2003 by
and between Erie Indemnity Company and Michael J. Krahe10.47##
    
    Insurance bonus agreement effective December 23, 2003 by
and between Erie Indemnity Company and Thomas B. Morgan13##
    
    2003 Annual Report to Shareholders. Reference is made to the
Annual Report furnished to the Commission, herewith.14##
    
    Code of Conduct
 21




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##### Table of Contents



EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)


SequentiallyExhibit
    
    
    
    NumberedNumber
    
    Description of Exhibit
    
    Page 16#
    
    Letter Regarding Change in Certifying Accountant20
    
    Other Documents or Statements to Shareholders
    
    
    2323##
    
    Independent Auditors Consent and Report on Schedules31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
    
    
    6231.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
    
    
    6332
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes - Oxley Act of 2002
    
    
    6499.1****
    
    Audit Committee Charter
  *
    
    Such exhibit is incorporated by reference to the like titled exhibit in
the Registrants Form 10-K Annual Report for the year ended December 31,
1998 that was filed with the Commission on March 9, 1999.**
    
    Such exhibit is incorporated by reference to the like titled exhibit in
the Registrants Form 10-K Annual Report for the year ended December 31,
1997 that was filed with the Commission on March 11, 1998.***
    
    Such exhibit is incorporated by reference to the like titled exhibit in
the Registrants Form 10-K Annual Report for the year ended December 31,
1999 that was filed with the Commission on March 28, 2000.****
    
    Such exhibit is incorporated by reference to the like titled exhibit in
the Registrants Form 10-K Annual Report for the year ended December 31,
2000 that was filed with the Commission on March 19, 2001.*****
    
    Such exhibit is incorporated by reference to the like titled exhibit in
the Registrants Form 10-K Annual Report for the year ended December 31,
2001 that was filed with the Commission on March 15, 2002.#
    
    Such exhibit is incorporated by reference to the like titled exhibit
in the Registrants Form 10-K Annual Report for the year ended
December 31, 2002 that was filed with the Commission on March 27,
2003.##
    
    Such exhibit is incorporated by reference to the like titled exhibit
in the Registrants Original Form 10-K Annual Report for the year
ended December 31, 2003 that was filed with the Commission on March 8,
2004. 22