INDEMNIFICATION AGREEMENT

Exhibit 10.108

INDEMNIFICATION AGREEMENT

          This INDEMNIFICATION AGREEMENT is made as of                      , 2008, by and between ERIE INDEMNITY COMPANY , a Pennsylvania business corporation (the “Company”), and                                          (the “Indemnified Person”).

INTRODUCTION

          It is essential to the Company to attract and retain as directors and officers the most capable persons available.

          The Company wishes the Indemnified Person to continue to serve as [a director/an officer] of the Company and the Indemnified Person is willing to continue in such position with the indemnification and other rights provided hereby.

          In recent years, litigation seeking to impose liability on directors and officers of publicly-held corporations has become more frequent. Such litigation is extremely expensive to defend. The possibility of liability for extremely large sums is a deterrent to persons accepting positions of responsibility with a public corporation.

          The Indemnified Person is deeply concerned regarding this situation, as well as the adequacy of the indemnification available under the Company’s bylaws. It is therefore of critical importance to the Indemnified Person that adequate provisions be made for advancing costs and expenses of legal defense.

          In recognition of the foregoing, the Company wishes to provide in this Agreement for the indemnification of, and the advancement of expenses to, the Indemnified Person to the fullest extent (whether partial or complete) permitted by Pennsylvania law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of the Indemnified Person under the Company’s directors’ and officers’ liability insurance policies.

          NOW, THEREFORE, in consideration of the premises and of the Indemnified Person continuing to serve the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE ONE
INTERPRETIVE RULES; DEFINITIONS

      Section 1.1. General Interpretive Rules.

          For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; (ii) references herein to “Sections” without reference to a document are to designated Sections of this Agreement; (iii) “including” means “including but not limited to;” and (iv) “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision.

      Section 1.2. Definitions.

           Agreement means this Indemnification Agreement as executed by the parties hereto as of the date first written above or, if amended, as amended.

           Board means the Board of Directors of the Company.

           Derivative Proceeding means a Proceeding brought by or in the right of the Company or one of its subsidiaries to procure a judgment in its favor.

           Entity means a corporation, business, general or limited partnership, limited liability partnership, limited liability company, reciprocal insurance exchange, joint venture, trust, employee benefit plan or trust, or other enterprise.

           Fine means any fine, penalty or, with respect to an employee benefit plan, any excise tax or penalty assessed with respect thereto.

           Litigation Costs means reasonable costs, charges and expenses, including attorneys’ fees, reasonably incurred in the investigation, defense or prosecution of or other involvement in any Proceeding and any appeal therefrom, and the reasonable costs of appeal, attachment and similar bonds.

           Losses means the total amount which the Indemnified Person becomes legally obligated to pay in connection with any Proceeding, including judgments, Fines, amounts paid in settlement and Litigation Costs.

           Proceeding means any threatened, pending or completed action, suit, proceeding or investigation, whether of a civil, criminal, administrative or investigative (whether external or internal to the Company) nature, and whether formal or informal, in which the Indemnified Person is or was a director, officer or employee of the Company, or is or was serving at the request of the Company as a director, officer, partner, member, employee, agent or trustee of another Entity.

ARTICLE TWO
INDEMNIFICATION

      Section 2.1. Proceedings by Third Parties.

          The Company shall indemnify the Indemnified Person if he or she was or is a party or is threatened to be made a party to a Proceeding (other than a Derivative Proceeding) against Losses incurred in connection with such Proceeding to the fullest extent permitted by Pennsylvania law.

      Section 2.2. Derivative Proceedings.

          (a) Except as provided in Section 2.2(b), the Company shall indemnify the Indemnified Person if he or she was or is a party to, or is threatened to be made a party to, or otherwise involved in, a Derivative Proceeding against amounts paid in settlement and Litigation Costs incurred in connection with the defense or settlement of such Derivative Proceeding to the fullest extent permitted by Pennsylvania law.

          (b) No indemnification under Section 2.2(a) shall be made in respect of any claim, issue or matter in a Derivative Proceeding as to which the Indemnified Person shall have been adjudged to be liable to the Company unless and only to the extent that a court of competent jurisdiction or the court in which such Proceeding was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnified Person is fairly and reasonably entitled to indemnity for the expenses that a court of competent jurisdiction or other court deems proper.

      Section 2.3. No Presumptions Based on Manner Proceeding is Terminated.

          The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person is not entitled to indemnification or the advancement of Litigation Costs to the fullest extent permitted by Pennsylvania law.

          Notwithstanding any other provision hereof, to the extent that the Indemnified Person has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter therein, he or she shall be indemnified against Litigation Costs actually and reasonably incurred by the Indemnified Person in connection therewith.

      Section 2.5. Advances of Litigation Costs.

          At the request of the Indemnified Person, Litigation Costs incurred by the Indemnified Person in any Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding to the fullest extent permitted by Pennsylvania law with the undertaking of the Indemnified Person, which undertaking is hereby given, to repay the amount if it is ultimately determined that he or she is not entitled to be indemnified by the Company as authorized by Pennsylvania law.

          (a) Indemnification under Sections 2.1 and 2.2 shall be made promptly, and in any event within 90 days of the Indemnified Person’s written request therefore, unless a determination is made reasonably and within such 90-day period by the Company, in the manner provided in Section 2.6(b), that the Indemnified Person is not entitled to indemnification under Pennsylvania law.

          (b) The determination to be made by the Company under Section 2.6(a) shall be based on the facts known at the time and shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the Proceeding (“disinterested directors”); (ii) if such a quorum is not obtainable, by independent legal counsel in a written opinion; or (iii) if such a quorum is obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (iv) by the shareholders of the Company.

          (c) The right to indemnification hereunder shall be enforceable by the Indemnified Person in any court of competent jurisdiction if the