Addendum to Employment Agreement between Erie Indemnity Company and Jeffrey A. Ludrof

Summary

This addendum extends the employment agreement between Erie Indemnity Company and Jeffrey A. Ludrof by one year, now set to expire on December 15, 2002. All other terms of the original agreement remain unchanged. The extension was approved by the company's Board of Directors and agreed to by Mr. Ludrof. The purpose is to ensure Mr. Ludrof's continued employment with the company.

EX-10.39 6 0006.txt ADDENDUM TO EMPLOYMENT AGREEMENT This Addendum (the "Addendum") is made effective as of the 15th day of December, 2000 and is intended to amend a certain Employment Agreement (the "Agreement") by and between Erie Indemnity Company and Jeffrey A. Ludrof effective as of June 30, 1999. WHEREAS, the Company has determined that it is in the best interest of the Company and its Shareholders to secure the continued employment of the Executive in accordance with the terms of the Agreement; and WHEREAS, the Board of Directors of the Company has previously considered and agreed to extend the term of the Agreement from its original term; and WHEREAS, the Board of Directors of the Company at its meeting of December 12, 2000 has again agreed to extend the term of the Agreement for a period of one (1) additional year as contained herein; and WHEREAS, the Executive is agreeable to the extension of the Agreement. NOW, THEREFORE, intending to be legally bound hereby, the parties agree as follows: 1. Paragraph 1 of the Agreement with respect to the Term is hereby amended by extending the Term to expire on December 15, 2002. 2. All other terms and conditions of the Agreement remain in full force and effect. ATTEST: ERIE INDEMNITY COMPANY /s/ Jan R. Van Gorder By: /s/ F. William Hirt Jan R. Van Gorder F. William Hirt Secretary Chairman of the Board WITNESS: /s/ Debra J. Miller /s/ Jeffrey A. Ludrof Debra J. Miller Jeffrey A. Ludrof Executive Secretary 170 Gateway Drive Fairview, PA 16415 43