Erie Indemnity (ERIE) 10-Q 2010 Q2 Quarterly report

Exhibit 3.1B

[200135-812 stamp]

Microfilm Number	Filed with the Department of State on MAY 04 2001
Entity Number 112672	/s/ Kim Pizzingrilli
	Secretary of the Commonwealth

ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB:15-1915 (Rev 91)

     In compliance with the requirements of 15 Pa.C.S. § 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that:

1.	Thenameof the corporation is:Erie Indemnity Company
2.	The (a)addressof this corporation’s current registered office in this Commonwealth or (b)name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)	100 Erie Insurance Place		Erie	Pennsylvania		16530	Erie
	Number and Street		City	State	Zip		county
(b)	c/o:
		Name of Commercial Registered Office Provider					county

     For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

3.	Thestatute by or under which it was incorporated is:An act to provide for the incorporation and regulation of certain corporations approved April 29, 1874
4.	Thedate of its incorporation is:April 17, 1925
5.	(Check, and if appropriate complete, one of the following):

     þ The amendment shall be effective upon filing these Articles of Amendment in the Department of State.

     o The amendment shall be effective on:                         at                         
Date                    Hour

6. (Check one of the following):

     þ The amendment was adopted by the shareholders or members) pursuant to 15 Pa.C.S. § 1914(a) and (b).

     o The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 1914(c).

7. (Check, and if appropriate complete, one of the following):

     o The amendment adopted by the corporation, set forth in full, is as follows:

     þ The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.

[200135-813 stamp]

DSCB: 15-1915 (Rev 91)-2

8. (Check if the amendment restates the Articles):

     o The restated Articles of Incorporation supersede the original Articles and all amendments thereto.

     IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this27thday ofApril 2001

Erie Indemnity Company (Name of Corporation)
By:	/s/ Jan R. Van Gorder
		(Signature)
	TITLE:	Jan R. Van Gorder, Senior Executive Vice President, Secretary and General Counsel

[200135-814 stamp]

EXHIBIT A
TO
ARTICLES OF AMENDMENT—DOMESTIC BUSINESS CORPORATION

ERIE INDEMNITY COMPANY

     Article 7 of the Articles of Incorporation of Erie Indemnity Company (the “Corporation”) is hereby amended to add new subsection (g), the full text of which reads as follows:

     “(g) Special meetings of the shareholders of the Corporation may be called at any time by shareholders entitled to cast at least twenty percent (20%) of the votes that all shareholders are entitled to cast at the particular meeting. Any such special meeting shall be called, notice given to the shareholders and held in accordance with the provisions of Article II of the Corporation’s Bylaws. No provisions of the Corporation’s Bylaws inconsistent with this subparagraph may be adopted by the Board of Directors of the Corporation.”