ERIE INDEMNITY CO
EXHIBIT 10.46
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>exh10_46.txt
<DESCRIPTION>EXHIBIT 10.46
<TEXT>




                  EXHIBIT 10.46 - ADDENDUM TO EMPLOYMENT AGREEMENT


         This Addendum (the "Addendum") is made effective as of the 12th day  of
December,  2001 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  11, 2001 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, 2003.

          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/  Sheila M. Hirsch                       /s/  Jeffrey A. Ludrof
     Sheila M. Hirsch                            Jeffrey A. Ludrof
     Executive Secretary                         170 Gateway Drive
                                                 Fairview, PA   16415


                                       45

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