Third Amendment to Credit Agreement by and between Erie Indemnity Company and PNC Bank, National Association, dated as of November 13, 2018

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment") is dated as of this 13th day of November, 2018, by and between ERIE INDEMNITY COMPANY, a Pennsylvania corporation (the "Borrower") and PNC BANK, NATIONAL ASSOCIATION, (the "Lender").

WHEREAS, the Borrower and the Lender entered into that certain CREDIT AGREEMENT, dated November 7, 2016, as amended by that certain: (i) First Amendment to Credit Agreement, dated as of December 13, 2016, and (ii) Second Amendment to Credit Agreement, dated as of January 22, 2018, by and between the Borrower and the Lender (as may be further amended, modified, supplemented, extended, renewed or restated from time to time, the "Credit Agreement"); and

WHEREAS, the Borrower desires to amend certain provisions of the Credit Agreement, and the Lender agrees to permit such amendments pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

"Net Worth" shall mean, on any date of determination, all amounts which would be included under total shareholders’ equity excluding any accumulated other comprehensive income (gain or loss) relating to pension and other postretirement plans on a balance sheet of Borrower and its Subsidiaries, determined in accordance with GAAP as at such date.

7.1.10    Collateral Value. The Borrower shall maintain (a) at all times during the Draw Period, Collateral Value of not less than one hundred five percent (105%) of the Commitment, and (b) at all times after the expiration of the Draw Period, Collateral Value of not less than one hundred eight percent (108%) of the outstanding principal amount of the Term Loan; provided that, (1) if at any time during the Draw Period (A) the Debt Service Coverage Ratio of the Borrower and its Subsidiaries is less than 1.00 to 1.00 and (B) the

Cash Ratio of the Borrower and its Subsidiaries is less than 2.50 to 1.00 (each such event referred to herein as a "Collateral Value Increase Event"), then the Borrower shall be required to maintain Collateral Value of not less than one hundred fifteen percent (115%) of the Commitment, and (2) if a Collateral Value Increase Event occurs after the expiration of the Draw Period, then the Borrower shall be required to maintain Collateral Value of not less than one hundred fifteen percent (115%) of the outstanding principal amount of the Term Loan; provided further that, if at any time the Collateral Value is less than the amount required above (the amount of such shortage, the "Collateral Shortfall"), an Event of Default shall occur unless within three (3) Business Days of the date the Collateral Shortfall occurred no Collateral Shortfall exists as a result of (i) a change in the Collateral Value due to market fluctuations, and/or (ii) a deposit of additional securities comprising Eligible Collateral into the Collateral Account.

7.1.11    Eligible Collateral Requirements. The Borrower shall cause the Eligible Collateral to consist of investment property or other assets having an applicable rating at all times equal to or greater than Baa2 or BBB. For purposes of this Section 7.1.11, the rating of any specific investment property or other assets will be determined as follows: (i) such rating shall be based upon the higher of (a) the rating of such underlying investment property or other asset provided by Moody's and Standard & Poor's or (b) the credit enhanced rating of such investment property or other asset provided by Moody's and Standard & Poor's; (ii) if a difference exists in the ratings of Moody's and Standard & Poor's and the difference is only one level, such rating shall be based upon the higher of Moody's and Standard & Poor's (for example, if Moody's rating is Aa3 and Standard & Poor's rating is AA, Standard & Poor's rating would apply); and (iii) if a difference exists in the ratings of Moody's & Standard & Poor's and the difference is two or more levels then the rating will be based upon the lower of Moody's and Standard & Poor's (for example, if Moody's rating is A2 and Standard & Poor's rating is AA-, Moody's rating would apply). Notwithstanding anything to the contrary contained herein, at no time shall the underlying investment property or other assets comprising the Eligible Collateral unenhanced Moody's or Standard & Poor's rating of less than Baa2 or BBB.

(viii)    Indebtedness in respect of capitalized leases within the limitations set forth in Section 7.2.2(xii); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $100,000,000; and

(xii)    Liens securing Indebtedness permitted under Section 7.2.1(viii) provided that (A) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (B) the Indebtedness secured thereby does not exceed the cost of the property being acquired on the date of acquisition.

7.2.15    Minimum Net Worth. The Borrower shall maintain at all times a minimum Net Worth in an amount not less than $600,000,000 plus an amount equal to 50% of all proceeds of any new issuance of equity excluding any issuance of restricted stock to designated employees as part of their compensation package after the Closing Date.

(a)     the execution and delivery to the Lender of this Third Amendment by the Borrower and the Lender; and

(b)     payment of all fees and expenses owed to the Lender and the Lender's counsel in connection with this Third Amendment.

(a)    all representations and warranties made by it under the Loan Documents are true, correct and complete in all respects (in the case of any representation or warranty containing a materiality modification) or in all material respects (in the case of any representation or warranty not containing a materiality modification), on and as of even date herewith

or, in the case of a representation or warranty stated to be made as of an earlier date, such earlier date;

(b)    the Borrower has the full power to enter into, execute, deliver and carry out this Third Amendment and all such actions have been duly authorized by all necessary proceedings on its part;

(c)    neither the execution and delivery of this Third Amendment by the Borrower nor the consummation of the transactions herein contemplated or compliance with the terms and provisions hereof by it will conflict with, constitute a default under or result in any breach of the terms and conditions of its certificate or articles of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents or any material Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which it is a party or by which it is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower;

(d)    this Third Amendment has been duly and validly executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent that enforceability of this Third Amendment may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforceability of creditors' rights generally or limiting the right of specific performance and general concepts of equity; and

(e)    on and as of the date hereof, no Event of Default exists immediately prior to or after giving effect to the amendments contemplated hereby.

of the Credit Agreement and the other Loan Documents shall remain in full force and effect. This Third Amendment amends the Credit Agreement and is not a novation thereof.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, by their officers thereunto duly authorized, have executed this Third Amendment on the day and year first above written.