CONTACT: Mark Dombrowski, Public and Media Relations
         1-800-458-0811 ext. 2285 or 814/870-2285

               Erie Indemnity Reports Second Quarter 2004 Results;
                   Management Fee Rate Increased to 24 Percent



Erie, Pa., July 28, 2004 - Erie Indemnity Company (Nasdaq: ERIE) today announced
results for the second quarter 2004:
    o  Net income  increased  by 4.6 percent  to $57.0 million,  up  from  $54.5
       million at June 30, 2003.
    o  Net income per share increased by 5.1 percent to $.81 per share, compared
       to $.77 per share in the comparable quarter for 2003.
    o  Net income,  excluding net realized  gains or  losses on investments  and
       related  federal  income  taxes,  increased  by  5.2  percent   to  $55.0
       million, or $.78 per share, up from $52.3 million, or $.74 per share, for
       the same period one year ago.
    o  Management fee revenue grew by 10.0  percent to $256.1 million,  up  from
       $232.7 million  for the same  period one year ago.
    o  The  reported  statutory  combined ratio for the  Property  and  Casualty
       Group decreased to 93.2 for the second quarter of 2004, compared to 105.7
       in the same period in 2003.

"The  improvement  in our combined ratio during the second quarter and first six
months of 2004  demonstrates  that our focus on  underwriting  profitability  is
working," said Jeffrey A. Ludrof,  president and chief executive  officer.  "Our
agents and employees are executing the  strategies we have developed to maintain
our exceptional service and ensure the financial  stability of our company.  Our
growth has moderated as a result of our focus on underwriting profitability, yet
we continue to attract new business  thanks to our  unparalleled  commitment  to
service.  The outlook for our Company to maintain a pattern of profitable growth
looks very positive."

Separately,  at  its  quarterly  July  meeting, the  Company's  board  voted  to
increase the management fee  rate to 24 percent from 23.5 percent. The increased
management fee rate is effective July 1, 2004.

                                       4


Details of Second Quarter 2004 Results
- --------------------------------------

Management operations
- ---------------------
Management  fee  revenue  increased  by 10.0  percent to $256.1  million for the
quarter ended June 30, 2004,  compared to $232.7 million for the same period one
year ago.  Management  fee revenue  grew at a slower rate in the second  quarter
2004  primarily  due to the  reduction  of the fee rate in 2004 and the  reduced
volume of the direct  premium  written by the  Property  & Casualty  Group.  The
management  fee rate  was  reduced  from 24 percent  to 23.5  percent  effective
January 1, 2004.

The property and casualty direct written  premiums of the Erie Insurance  Group,
upon which  management  fee revenue is  calculated  totaled  $1.1 billion in the
second  quarter  2004,  compared to $973.9  million in the second  quarter 2003,
which  represents a growth rate of 10.7  percent in the second  quarter of 2004.
New  written  premium  continues  to  moderate  as a  result  of  the  Company's
concentration on reunderwriting and risk selection.

The average written  premium per policy  increased by 8.7 percent for the twelve
months ended June 30, 2004, to $1,022, as compared to $940 for the twelve months
ended June 30, 2003.  Direct written  premium grew by 10.7 percent in the second
quarter of 2004, compared to the 17.9 percent growth rate for the same period in
2003.  Year-over-year  policy  retention  ratio declined  slightly from 89.8, at
March  31,  2004,  to 89.2 at June 30,  2004.  The  lower  retention  rate is an
expected result of our reunderwriting efforts to improve the quality of our book
of business.

Improving loss experience has resulted in the  modification of anticipated  rate
changes in 2004. The Company's  2004  projection of $308.3 million in additional
written  premium  at the end of the first  quarter  2004 has been  reduced  to a
current  estimate of $302.3 million.  The Company has also reduced the number of
new agent appointments expected in 2004 from about 50 to about 40.

During the second quarter, the Company recorded a change in the estimate for the
allowance for returned  management  fees.  This  adjustment to the  cancellation
allowance  resulted  in a positive  affect on second  quarter net income of $0.9
million net of commission effect, or $.01 per share.

Service  agreement revenue decreased for the second quarter 2004 to $5.2 million
from $6.9  million  during  the  second  quarter  of 2003.  Included  in service
agreement  revenue is the service fee income  received  from the Erie  Insurance
Exchange as  compensation  for the  management and  administration  of voluntary
assumed   reinsurance  from  non-affiliated   insurers.   These  fees  decreased
substantially  during the second  quarter 2004 due to the  Company's  previously
announced  decision  to  exit  from  the  assumed  reinsurance  business  by the
Exchange.  Assumed reinsurance  premiums written by the Exchange were negligible
in second quarter 2004 compared to $32.2 million  recorded in the second quarter
of 2003. Also included in the service  agreement revenue are service charges the
Company  collects from  policyholders  for providing  extended  payment plans on
policies.  The  service  charge  revenue  for the second  quarter  2004 was $5.3
million,  compared  to  revenue  of $4.9  million  for the same  quarter  a year
earlier, up 6.5 percent.
                                       5


The total cost of management operations increased 13.3 percent to $192.7 million
in the second quarter of 2004,  from $170.1 million for the same period in 2003.
Commission  costs,  which were  impacted by the growth in policies  and premium,
increased  16.6  percent to $146.1  million,  from $125.3  million in the second
quarter  2003.  Second  quarter  costs  of  management   operations,   excluding
commissions,  increased  4.1 percent to $46.6 million in 2004 from $44.8 million
in 2003.

Insurance underwriting operations
- ---------------------------------
For the second  quarter  2004,  the  reported  statutory  combined  ratio of the
Property & Casualty Group was 93.2,  and when adjusted for the profit  component
of the management fee, the combined ratio was 87.3 for the quarter. The reported
statutory combined ratio of the Property and Casualty Group was 96.7 percent for
the first six  months of 2004.  Catastrophe  experience,  as  classified  by the
Company,  during the first six months of 2004 has been  light,  adding  only 1.5
points to the Property and Casualty Group's reported statutory combined ratio.

The Company's insurance underwriting  operations recorded losses of $4.9 million
and $6.3  million in the second  quarters  of 2004 and 2003,  respectively.  The
underwriting  result for the  quarter  was  reduced by $4.9  million or $.05 per
share due to a  reversal  of  recoveries  recorded  in prior  periods  under the
excess-of-loss  reinsurance  agreement with the Exchange.  This is the result of
positive loss  development  experience on prior  accident  years.  The Company's
share of  catastrophe  losses  totaled  $1.2  million  and $2.1  million for the
three-month periods ended June 30, 2004 and 2003, respectively.

The Company is introducing  insurance scoring as a new underwriting tool. Agents
will begin using insurance  scores in August 2004 in all states except Maryland,
due to  regulatory  constraints  in that  state.  Insurance  scores will be used
during agents' frontline  underwriting,  giving agents increased  flexibility in
applying the Company's underwriting guidelines.

Included in the Company's policy acquisition and other underwriting  expenses is
the property and casualty insurance  subsidiaries' share of software development
costs related to the eCommerce  initiative.  Costs associated with the eCommerce
initiative totaled $0.3 million and $0.8 million for the second quarters of 2004
and 2003, respectively.  These costs will continue to be incurred as the program
develops  through  2004.  The  Company  is working  with  agent  user  groups on
usability  tests and  enhancements  to  ERIEConnection  while a limited  rollout
continues. The system is operational in Ohio, Indiana, Illinois and Wisconsin.

                                       6


Investment operations
- ---------------------
Net revenue from  investment  operations for the second quarter of 2004 reflects
an increase of 20.8 percent to $21.6 million,  compared to $17.9 million for the
same period in 2003.  Net  investment  income  increased by 9.5 percent to $15.6
million for the quarter  ended June 30,  2004,  from $14.2  million for the same
period in 2003.

Net realized  gains on  investments  of $3.0 million  were  recorded  during the
second  quarter of 2004  compared to net realized  gains of $3.4 million for the
second quarter of 2003.

Equity in earnings of limited  partnerships  totaled  $1.5 million in the second
quarter of 2004,  compared to equity in losses of limited  partnerships  of $1.4
million in the second  quarter of 2003.  Private equity and fixed income limited
partnerships  recorded  earnings  of $.1  million in the second  quarter of 2004
compared to losses of $1.4  million in the second  quarter of 2003.  Real estate
limited partnerships  reflected earnings of $1.4 million and $0.1 million in the
second quarters of 2004 and 2003, respectively.

The Company's  earnings from its 21.6 percent equity  ownership of EFL decreased
to $1.5  million for the second  quarter of 2004 from $1.7 million in the second
quarter 2003.

During the second quarter 2004,  the Company  accelerated  its share  repurchase
activity and repurchased  479,015 shares of Class A Erie Indemnity Company stock
at an average  per share cost of $46.11  under the  Company's  share  repurchase
program.  For the first six months of 2004, the Company has  repurchased a total
of  618,074  shares of its  outstanding  Class A stock at a total  cost of $28.4
million, or an average per share cost of $46.00.

Erie Indemnity Company provides  management  services to the member companies of
the Erie Insurance Group, which includes the Erie Insurance  Exchange,  Flagship
City Insurance  Company,  Erie Insurance  Company,  Erie Insurance  Property and
Casualty  Company,  Erie  Insurance  Company  of New York and Erie  Family  Life
Insurance Company.

According  to  A.M.  Best  Company,   Erie  Insurance  Group,   based  in  Erie,
Pennsylvania,  is the 16th largest automobile insurer in the United States based
on direct premiums written and the 22nd largest property/casualty insurer in the
United  States  based on total lines net premium  written.  The Group,  rated A+
(Superior) by A.M. Best  Company,  has almost 3.8 million  policies in force and
operates in 11 states and the District of Columbia.  Erie Insurance Group ranked
368 on the FORTUNE 500 and is included in Forbes Magazine's PLATINUM 400 list of
the best-managed companies in America.

News releases and  more information  about Erie Insurance Group are available at
http://www.erieinsurance.com
- ----------------------------

"Safe Harbor"  Statement Under the Private  Securities  Litigation Reform Act of
1995:  Certain  forward-looking  statements  contained  herein involve risks and
uncertainties.   These  statements  include  certain  discussions   relating  to
management fee revenue, cost of management operations, underwriting, premium and
investment  income  volume,  business  strategies,  profitability  and  business
relationships  and the  Company's  other  business  activities  during  2004 and
beyond. In some cases, you can identify forward-looking statements by terms such
as "may,"  "will,"  "should,"  "could,"  "would,"  "expect,"  "plan,"  "intend,"
"anticipate,"  "believe,"  "estimate,"  "project,"  "predict,"  "potential"  and
similar  expressions.  These  forward-looking  statements  reflect the Company's
current views about future events,  are based on assumptions  and are subject to
known and  unknown  risks and  uncertainties  that may cause  results  to differ
materially from those anticipated in those statements.  Many of the factors that
will determine  future events or achievements  are beyond our ability to control
or predict.



                            STATEMENTS OF OPERATIONS
                  AND FINANCIAL POSITION AND OTHER INFORMATION
                                   WILL FOLLOW
                                       7


ERIE INDEMNITY COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)


                                                        Three months ended June 30,    Six months endedd June30,
                                                                 (unaudited)                (unaudited)
                                                             2004          2003         2004          2003
                                                        ----------------------------   ---------------------------
                                                                                           
OPERATING REVENUE:
   Management Fee Revenue                               $  242,037       $  219,937    $  451,702      $  415,784
   Premiums Earned                                          51,065           47,219       101,714          92,401
   Service Agreement Revenue                                 5,224            6,863        10,823          13,347
                                                        ----------       ----------    ----------      ----------
      Total operating revenue                              298,326          274,019       564,239         521,532
                                                        ----------       ----------    ----------      ----------
OPERATING EXPENSES:
   Cost of Management Operations                           182,120          160,733       343,941         306,615
   Losses and Loss Expenses Incurred                        40,002           39,364        78,040          76,864
   Policy Acquisition and Other Underwriting Expenses       12,434           10,689        23,752          21,133
                                                        ----------       ----------    ----------      ----------
      Total operating expenses                             234,556          210,786       445,733         404,612
                                                        ----------       ----------    ----------      ----------
OTHER INCOME AND EXPENSES:
   Investment income, net of expenses                       15,567           14,219        30,254          28,538
   Realized Gains on Investments                             3,030            3,376         5,883           3,969
   Equity in Earnings (Losses) of Limited Partnerships       1,503           (1,420)        1,920          (2,746)
                                                        ----------       ----------    ----------      ----------
      Total other income and expenses                       20,100           16,175        38,057          29,761
                                                        ----------       ----------    ----------      ----------
Income before income taxes and equity in earnings of
    Erie Family Life Insurance Company                      83,870           79,408       156,563         146,681

Less:  Provision for Income Taxes                           28,289           26,522        52,724          48,982
    Equity in Earnings of Erie Family Life Insurance
      Company, net of tax                                    1,374            1,572         2,688           2,659
                                                        ----------       ----------    ----------      ----------
               Net income                               $   56,955       $   54,458    $  106,527      $  100,358
                                                        ==========       ==========    ==========      ==========
               Net income per share                     $     0.81       $     0.77    $     1.50      $     1.41
                                                        ==========       ==========    ==========      ==========
               Weighted average shares outstanding          70,623           70,997        70,785          70,997
                                                        ==========       ==========    ==========      ==========

DIVIDENDS DECLARED
- ------------------
Class A non-voting common                               $    0.215       $     0.19    $     0.43      $     0.38
                                                        ----------       ----------    ----------      ----------
Class B common                                          $    32.25       $    28.50    $    64.50      $    57.00
                                                        ----------       ----------    ----------      ----------



                                       8


Erie Indemnity Company
CONSOLIDATED STATEMENTS OF OPERATIONS - SEGMENT BASIS
(Amounts in thousands, except per share data)


                                                                 Three months ended June 30          Six months ended June 30
                                                                         (unaudited)                         (unaudited)
                                                                     2004          2003                  2004          2003
                                                                 --------------------------          ------------------------
                                                                                                       
MANAGEMENT OPERATIONS
Management fee revenue                                           $  256,124    $  232,737            $  477,991    $  439,983
Service agreement revenue                                             5,224         6,863                10,823        13,347
                                                                 ----------    ----------            ----------    ----------
    Total revenue from management operations                        261,348       239,600               488,814       453,330
Cost of management operations                                       192,719       170,087               363,958       324,460
                                                                 ----------    ----------            ----------    ----------
    Income from management operations                                68,629        69,513               124,856       128,870
                                                                 ----------    ----------            ----------    ----------
INSURANCE UNDERWRITING OPERATIONS

Premiums earned                                                      51,065        47,219               101,714        92,401
                                                                 ----------    ----------            ----------    ----------
Losses and loss adjustment expenses incurred                         40,002        39,364                78,040        76,864
Policy acquisition and other underwriting expenses                   15,922        14,135                30,024        27,487
                                                                 ----------    ----------            ----------    ----------
   Total losses and expenses                                         55,924        53,499               108,064       104,351
                                                                 ----------    ----------            ----------    ----------
   Underwriting loss                                                 (4,859)       (6,280)               (6,350)      (11,950)
                                                                 ----------    ----------            ----------    ----------
INVESTMENT OPERATIONS
Net investment income                                                15,567        14,219                30,254        28,538
Net realized gains on investments                                     3,030         3,376                 5,883         3,969
Equity in earnings (losses) of limited partnerships                   1,503        (1,420)                1,920        (2,746)
Equity in earnings of Erie Family Life Insurance Company              1,477         1,690                 2,891         2,859
                                                                 ----------    ----------            ----------    ----------
   Net revenue from investment operations                            21,577        17,865                40,948        32,620

   Income before income taxes                                        85,347        81,098               159,454       149,540
Provision for income taxes                                           28,392        26,640                52,927        49,182
                                                                 ----------    ----------            ----------    ----------
   Net income                                                    $   56,955    $   54,458            $  106,527    $  100,358
                                                                 ==========    ==========            ==========    ==========
   Net income per share                                          $     0.81    $     0.77            $     1.50    $     1.41
                                                                 ==========    ==========            ==========    ==========
 WEIGHTED AVERAGE SHARES OUTSTANDING                                 70,623        70,997                70,785        70,997
                                                                 ==========    ==========            ==========    ==========
Amounts presented on a segment basis are not presented net of intercompany/intersegment items.




                                       9


Erie Indemnity Company
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Amounts in thousands, except per share data)


                                                               June 30     December 31
                                                                 2004           2003
                                                              (unaudited)
                                                              -----------   -----------
                                                                       
ASSETS
Investments
Fixed maturities                                              $  911,462     $   879,361
Equity securities
    Preferred stock                                              147,909         148,952
    Common stock                                                  41,151          40,451
Other invested assets                                            125,504         116,400
                                                              ----------     -----------
    Total investments                                          1,226,026       1,185,164


Cash and cash equivalents                                         71,265          87,192
Equity in Erie Family Life Insurance Company                      52,475          56,072
Premiums receivable from policyholders                           287,129         266,957
Receivables from affiliates                                    1,054,743         984,146
Other assets                                                     179,511         175,076
                                                              ----------     -----------
   Total assets                                               $2,871,149     $ 2,754,607
                                                              ==========     ===========


LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Unpaid losses and loss adjustment expenses                    $  893,873     $   845,536
Unearned premiums                                                479,126         449,606
Other liabilities                                                303,484         295,295
                                                              ----------     -----------
   Total liabilities                                           1,676,483       1,590,437
   Total shareholders' equity                                  1,194,666       1,164,170
                                                              ----------     -----------
   Total liabilities and shareholders' equity                 $2,871,149     $ 2,754,607
                                                              ==========     ===========
Book value per share                                              $16.97          $16.40
Shares outstanding                                                70,379          70,997


                                       10


Management  fee revenue by line of  business - segment basis:



                                    Three months ended June 30        %         Six months ended June 30          %
                                        2004           2003         Change          2004           2003         Change
(In thousands)                     -----------------------------------------   -----------------------------------------
                                                                                              
Private passenger auto              $ 122,938      $ 117,549         4.6%       $ 235,948      $ 222,755         5.9%
Commercial auto                        21,407         20,110         6.4           41,369         39,107         5.8
Homeowners                             48,317         39,718        21.7           82,653         67,530        22.4
Commercial multi-peril                 28,556         26,392         8.2           55,110         51,445         7.1
Workers' compensation                  21,243         20,247         4.9           43,828         42,628         2.8
All other lines of business            10,863          9,721        11.7           20,183         17,918        12.6
                                   -----------------------------------------   -----------------------------------------
     Total                            253,324        233,737         8.4%         479,091        441,383         8.5%

Allowance for management
  fee returned on cancelled
  policies                             (2,800)         1,000          N/A           1,100          1,400          N/A
                                    ----------------------------------------    ----------------------------------------
Total management fee revenue        $ 256,124      $ 232,737        10.0%       $ 477,991      $ 439,983         8.6%
                                    ========================================    ========================================



                                       11



Growth rate of policies in force for Property and Casualty Group insurance operations:

                                                             All other
               Private     12-mth.                 12-mth.   lines of     12-mth.    Total       12-mth.
              passenger    growth                  growth    personal     growth    Personal     growth
    Date        auto        rate     Homeowners     rate     business      rate       Lines       rate
- ------------------------------------------------------------------------------------------------------
                                                                                          
- ---------------------------------------------------------------------------------------------------------------------------
03/31/2003   1,623,429     10.5      1,263,118     14.3       257,327      15.9      3,143,874    12.4
06/30/2003   1,650,225      9.1      1,293,575     12.8       264,423      14.0      3,208,223    11.0
09/30/2003   1,666,285      7.2      1,316,775     10.6       269,640      12.2      3,252,700     9.0
12/31/2003   1,672,621      5.1      1,327,842      7.9       272,547       9.2      3,273,010     6.6
03/31/2004   1,678,496      3.4      1,335,763      5.8       275,970       7.2      3,290,229     4.7
06/30/2004   1,686,524      2.2      1,347,409      4.2       278,547       5.3      3,312,480     3.3

                                                                                     All other
                           12-mth.       CML*     12-mth.                 12-mth.       CML*     12-mth.      Total   12-mth.
                  CML*     growth       multi-    growth      Workers'    growth     lines of    growth        CML*   growth
    Date          auto      rate        peril      rate         comp.      rate       business     rate       Lines    rate
- ----------------------------------------------------------------------------------------------------------------------------
03/31/2003     109,963     11.2        194,911     13.8        60,104      12.7         81,356    10.9        446,334   12.4
06/30/2003     112,911     10.2        201,614     12.2        61,932      11.4         83,826    10.5        460,283   11.3
09/30/2003     114,339      8.5        205,127     10.5        62,396       8.8         85,789     9.8        467,651    9.7
12/31/2003     115,171      6.6        206,533      8.3        62,282       5.7         86,409     8.3        470,395    7.5
03/31/2004     115,760      5.3        206,937      6.2        61,378       2.1         86,344     6.1        470,419    5.4
06/30/2004     117,060      3.7        209,795      4.1        60,735      (1.9)        87,172     4.0        474,762    3.1

                          12-mth.
               Total      growth
 Date        All lines     rate
- -------------------------------
03/31/2003   3,590,208     12.4
06/30/2003   3,668,506     11.0
09/30/2003   3,720,351      9.0
12/31/2003   3,743,405      6.7
03/31/2004   3,760,648      4.7
06/30/2004   3,787,242      3.2

*CML = Commercial


                                       12






                   Private                                                                      All other
                  passenger         CML*                           CML*         Workers'         lines of
  Date              auto            auto       Homeowners      multi-peril        comp.         business      Total
- -------------------------------------------------------------------------------------------------------------------
                                                                                          
03/31/2003          92.5            91.3           90.6            89.1           90.2            88.5         91.2
06/30/2003          92.2            91.1           90.5            88.4           89.4            88.4         91.0
09/30/2003          91.9            90.4           90.1            88.0           88.9            88.4         90.6
12/31/2003          91.6            89.8           89.5            87.5           88.1            88.2         90.2
03/31/2004          91.2            89.7           89.0            87.6           88.1            87.5         89.8
06/30/2004          90.7            89.0           88.4            86.7           86.7            86.8         89.2



Selected financial data of Erie Insurance Exchange:

The selected financial data below is derived from the Erie Insurance  Exchange's
financial   statements   prepared  in  accordance   with  Statutory   Accounting
Principles.  In the opinion of management,  all  adjustments  consisting only of
normal recurring  accruals,  considered  necessary for a fair  presentation have
been included. The financial data set forth below is only a summary.


                                                       Three months ended               Six months ended
                                                   --------------------------       --------------------------
                                                                                      
(In thousands)                                        June 30,      June 30,           June 30,      June 30,
Statutory Accounting Basis                              2004          2003               2004          2003
                                                           (unaudited)                      (unaudited)
                                                   --------------------------       --------------------------
Premiums earned                                    $   914,360   $   832,147        $ 1,804,603  $  1,634,794
                                                   --------------------------       ---------------------------
Losses and loss adjustment expenses                    600,610       643,028          1,257,382     1,322,883
Insurance underwriting and other expenses*             274,128       266,195            519,100       508,865
                                                   --------------------------       ---------------------------
Net underwriting gain (loss)                            39,622       (77,076)            28,121      (196,954)
                                                   --------------------------       ---------------------------
Net investment income                                   68,765        57,110            131,494       111,175
Net realized gains (losses)                             14,023       111,569             31,179        78,214
Federal income tax expense (benefit)                    38,180        (5,151)            56,200       (46,681)
                                                   --------------------------       ---------------------------
Net income (loss)                                  $    84,230   $    96,754        $   134,594  $     39,116
                                                   ==========================       ===========================

<FN>
* Includes management fees incurred
</FN>




                                                               As of
(In thousands)                                       June 30,     December 31,
Statutory Accounting Basis                             2004            2003
                                                   (unaudited)
                                                   ------------    ------------
Cash and invested assets                           $ 6,988,364     $ 7,024,796
Other assets                                         1,135,801       1,020,830
                                                   -----------     -----------
 Total assets                                      $ 8,124,165     $ 8,045,626
                                                   ===========     ===========
Claims and unearned premium reserves               $ 4,855,013     $ 4,616,687
Other liabilities                                      678,803         999,854
                                                   -----------     -----------
 Total liabilities                                   5,533,816       5,616,541
Policyholders' surplus                               2,590,349       2,429,085
                                                   -----------     -----------
 Total liabilities and policyholders' surplus      $ 8,124,165     $ 8,045,626
                                                   ===========     ===========
                                       13


Erie Indemnity Company
RECONCILIATION OF OPERATING INCOME TO NET INCOME
(Amounts in thousands, except per share data)


Definition on Non-GAAP and Operating Measures
- ---------------------------------------------
Operating income, a non-GAAP measure, is income excluding realized capital gains
and losses,  after tax. Realized capital  gains and losses which are included in
the  Company's  equity in  earnings  of Erie  Family Life  Insurance Company and
equity in earnings of limited partnerships are  not  excluded from net income to
compute operating income.  Net income is the GAAP measure that is most  directly
comparable to operating income. The Company's method of calculating this measure
may differ from those used by other companies and therefore comparability may be
limited.

The Company uses operating  income to evaluate  their results of operations.  It
reveals trends in the Company's management services,  insurance underwriting and
investment  operations  that may be  obscured  by the net  effects  of  realized
capital gains and losses. These items may vary significantly between periods and
are generally  driven by business  decisions and economic  developments  such as
capital  market  conditions,  the  timing of which is  unrelated  to  management
services  and  insurance  underwriting  processes  of the  Company.  The Company
believes  operating  income is useful for investors to evaluate these components
separately and in the aggregate when  reviewing the Company's  performance.  The
Company is aware that the price to earnings  multiple commonly used by investors
as  a  forward-looking   valuation   technique  uses  operating  income  as  the
denominator.  Operating  income should not be considered as a substitute for net
income and does not reflect the overall profitability of the Company's business.

The following table reconciles operating income and net income for the three and
six months ended June 30, 2004 and 2003.




                                                         Three months ended June 30    Six months ended June 30
                                                                 (unaudited)                   (unaudited)
(In thousands)                                               2004           2003            2004        2003
                                                         --------------------------   ---------------------------
                                                                                         
Operating income                                         $  54,985      $  52,264        $ 102,703   $  97,778

   Net realized gains on investments                         3,030          3,376            5,883       3,969
   Income tax expense on realized gains                     (1,060)        (1,182)          (2,059)      1,389)
                                                         --------------------------   ---------------------------
      Realized gains net of income tax expense               1,970          2,194            3,824       2,580
                                                         --------------------------------------------------------
Net income                                               $  56,955      $  54,458        $ 106,527   $ 100,358
                                                         ========================================================




                                                          Per share information         Per share information
                                                        Three months ended June 30   Six months ended June 30
                                                                 (unaudited)                    (unaudited)
                                                            2004           2003            2004        2003
                                                         --------------------------   ---------------------------
                                                                                         
Operating income                                         $    0.78      $    0.74        $  1.45     $  1.38

   Net realized gains on investments                          0.04           0.05           0.08        0.05
   Income tax expense on realized gains                      (0.01)         (0.02)         (0.03)      (0.02)
                                                         --------------------------   ---------------------------
      Realized gains net of income tax expense                0.03           0.03           0.05        0.03
                                                         --------------------------------------------------------
Net income                                               $    0.81      $    0.77       $   1.50     $  1.41
                                                         ========================================================



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