Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.




As previously disclosed in a Current Report on Form 8-K filed June 16, 2021,
Robert C. Ingram, III retired as Executive Vice President and Chief Information
Officer of Erie Indemnity Company (the "Company") at the end of 2021. On
December 30, 2021, the Company entered into a Retirement Agreement with Mr.
Ingram (the "Retirement Agreement") addressing various matters following his
separation from the Company effective December 31, 2021 (the "Retirement Date").
The Retirement Agreement provides that, in consideration of the execution and
performance of the Agreement by Mr. Ingram, he will be entitled to receive:

(i) With respect to the Company's Annual Incentive Plan ("AIP") and the 2021
performance period, 100 percent of any award earned based upon (a) the level of
achievement of each Company performance goal under the AIP and (b) target level
of achievement of Mr. Ingram's individual performance goals , in each case for
the 2021 performance period.

(ii) With respect to the Company's Long Term Incentive Plan ("LTIP") and the
2019­2021 performance period under the LTIP, 100 percent of any award earned
based upon the level of achievement of each performance goal for the 2019-2021
LTIP performance period.

(iii) With respect to the Company's LTIP and the 2020-2022 performance period
under the LTIP, 66 2/3 percent of any award earned based upon the level of
achievement of each performance goal during a reduced performance period that is
deemed to end as of the Retirement Date.

(iv) With respect to the Company's LTIP and the 2021-2023 LTIP performance
period under the LTIP, 33 1/3 percent of any award earned based upon the level
of achievement of each performance goal during a reduced performance period that
is deemed to end as of the Retirement Date.

The stated percentages in (iii) and (iv) above reflect the proration for the reduced LTIP performance period.



In accordance with the terms of both the AIP and the LTIP, the payments: (A) are
subject to the exercise of discretion by the Company's Executive Compensation
and Development Committee to reduce or eliminate awards that would otherwise
have been earned; and (B) will be made at the time awards for the 2019-2021 LTIP
are paid to other participants of the LTIP.

The Retirement Agreement further provides for a release of claims in favor of
the Company as well as restrictive covenants and customary confidentiality and
non-disparagement requirements. Additionally, pursuant to the Retirement
Agreement, Mr. Ingram will cooperate with the Company (if his assistance is
needed during the one-year period following his retirement) in connection with
matters that arose while he was employed by the Company.

The foregoing summary of the terms and conditions of the Retirement Agreement is qualified in its entirety by reference to the full text of the Retirement Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.



Exhibit 10.1 Retirement Agreement between Erie Indemnity Company and Robert C.
Ingram, III dated December 30, 2021
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)

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                                 Exhibit Index

Exhibit No.                Description

10.1                         Retirement Agreement between Erie Indemnity Company and Robert     C.
                               Ingram    , III     dated December 30, 2021
104                        Cover Page Interactive Data File (embedded

within the Inline XBRL document)

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