EX-10.103






Exhibit 10.103




SUPPLEMENTAL RETIREMENT PLAN FOR CERTAIN MEMBERS OF THE

ERIE INSURANCE GROUP RETIREMENT PLAN FOR EMPLOYEES

(Amended and Restated as of January 1, 2009)



This Supplemental Retirement Plan for Certain Members of the Erie Insurance Group Retirement Plan
for Employees (the “Plan”) is an unfunded, non-qualified, deferred compensation arrangement created
for a select group of management and highly compensated employees of Erie Indemnity Company (the
“Company”) and its affiliates. It is intended that the Plan will aid in retaining and attracting
qualified executives by providing retirement benefits in addition to the retirement benefits that
may be provided under the tax-qualified Erie Insurance Group Retirement Plan for Employees (the
“Qualified Plan”).



The Plan was established effective as of December 31, 1986, has been amended from time to time and
was last amended and restated effective December 31, 2002. This amendment and restatement of the
Plan shall constitute an amendment, restatement and continuation of the Plan and is generally
effective as of January 1, 2009. However, certain provisions of this amendment and restatement are
effective as of some other date. Events occurring before the applicable effective date of any
provision of this amendment and restatement shall be governed by the applicable provision of the
Plan as in effect on the date of the event.




SECTION 1 - INCORPORATION OF THE QUALIFIED PLAN

AND DEFINITIONS





	1.1	 	The Qualified Plan, with any amendments thereto in effect as of January 1, 2009, shall be
attached hereto as Exhibit I and is hereby incorporated by reference into and shall be a part
of this Plan as fully as if set forth herein verbatim. Any amendment made to the Qualified
Plan shall also be incorporated by reference into, and form a part of, the Plan effective as
of the effective date of such amendment; provided, however, that such incorporation of a
Qualified Plan amendment shall not apply with respect to any term or provision that is
expressly addressed in this Plan document. The Qualified Plan, whenever referred to in the
Plan, shall mean the Qualified Plan existing as of the date the relevant determination is
being made under the Plan. To the extent the provisions of the Qualified Plan, as applicable
to the Supplemental Plan Benefits of Participants hereunder and all persons claiming by or
through such Participants, are inconsistent with the provisions of the Plan, the provisions of
the Plan shall govern. Notwithstanding any provision of the Plan to the contrary, in no event
shall the Supplemental Plan Benefits accrued and payable hereunder be paid from the trust fund
under the Qualified Plan or have any effect whatsoever upon the Qualified Plan or the payment
of benefits from the trust fund under the Qualified Plan. Words and phrases with initial
capital letters which are used in the Qualified Plan and in the Plan shall have the meanings
assigned to them under the provisions of the Qualified Plan unless otherwise specified herein
or as otherwise qualified by the context in which the term is used in the Plan.






	1.2	 	Without limiting the generality of Section 1.1, the following terms shall be given the
meanings described in this Section 1.2:






	 	(a)	 	“Actuarial Equivalent” shall mean a benefit of equivalent value to the
benefit otherwise described as determined on the basis of the actuarial assumptions
specified under the Qualified Plan as of the date of determination; provided, however,
that for purposes of determining the lump sum equivalent to any Supplemental Plan
Benefit, equivalent value shall be determined on the basis of the applicable mortality
table under Section 417(e)(3)(B) of the Code in effect as of the date of determination
(the 1994 Group Annuity Reserving table, as defined in IRS Revenue Ruling 2001-62, with
respect to determinations before December 31, 2008) and an interest rate equal to the
average of the Moody’s Aa corporate bond rates for the second calendar month
immediately preceding the calendar month as of which the lump sum distribution is made.




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	 	(b)	 	“Administrator” shall mean the person or committee, appointed by the
Chief Executive Officer of the Company, who shall be responsible for the administrative
functions assigned to it under the Plan.
	 	(c)	 	“Affiliate” shall mean a corporation or partnership in which more than
50% of the equity is owned directly or indirectly by the Company including, without
limitation, the following: Erie Family Life Insurance Company, Erie Insurance Company,
EI Holding Corp., EI Service Corp., Erie Insurance Company of New York, Erie Insurance
Property & Casualty Company and Flagship City Insurance Company.
	 
	 	(d)	 	“Beneficiary” shall mean a person who is eligible to receive a
Supplemental Plan Benefit as a result of the death of a Participant. A Beneficiary
shall be designated by a Participant, in accordance with such procedures as the
Administrator may provide or, in the absence of such a designation, a Beneficiary shall
be such person as the Administrator, in its discretion, shall determine.
	 
	 	(e)	 	“Board” shall mean the Board of Directors of the Erie Indemnity Company.
	 
	 	(f)	 	“Code” shall mean the Internal Revenue Code of 1986, as amended.
	 
	 	(g)	 	“Company” shall mean the Erie Indemnity Company, a Pennsylvania
business corporation.
	 
	 	(h)	 	“Committee” shall mean the Executive Compensation and Development
Committee of the Board, or its successor, as designated by the Board.
	 
	 	(i)	 	“Controlled Group Member” shall mean any organization which, together
with the Company, is a member of a controlled group of corporations under Sections
414(b), 414(c) and 1563(a) of the Code, applying an 80% test for purposes of Section
1563(a).
	 
	 	(j)	 	“Covered Employee” is a term that is defined in Article II of the
Qualified Plan document.
	 
	 	(k)	 	“Earliest Retirement Date” means the first date on which a Participant
has both attained age 55 years, and completed at least 15 years of Credited Service.
The attainment of age 65 years shall be the Earliest Retirement Date with respect to a
Participant who has incurred a Separation from Service before satisfying the criteria
set forth in the preceding sentence.
	 
	 	(l)	 	“Employer” is a term that is defined in Article II of the Qualified
Plan document.
	 
	 	(m)	 	“ERISA” shall mean the Employee Retirement Income Security Act of 1974,
as amended.
	 
	 	(n)	 	“Normal Retirement Date” shall be the first day of the month next
following the month in which a Participant attains age 65 years.
	 
	 	(o)	 	“Participant” shall mean a Covered Employee who participates in the
Plan in accordance with the terms and conditions of this Plan document. Participant
shall also include a former Covered Employee who had become a Participant as a Covered
Employee and who is, at the time of determination, receiving a benefit (or entitled to
receive a benefit) payable from the Company pursuant to the terms of the Plan.
	 
	 	(p)	 	“Plan” shall mean this Supplemental Retirement Plan for Certain Members
of the Erie Insurance Group Retirement Plan for Employees, including any amendments
hereto.
	 
	 	(q)	 	“Qualified Plan” shall mean the Erie Insurance Group Retirement Plan
for Employees, as in effect as of the date the relevant determination is being made
under the Plan.
	 
	 	(r)	 	“Restoration Benefit” shall mean the benefit provided under
Section 4.2. A Restoration Benefit shall be expressed in the form of a single life
annuity.
	 
	 	(s)	 	“Separation from Service” shall mean an individual’s complete cessation
of all services as an Employee for the Company and all Controlled Group Members or as
otherwise set forth below:






	 	(i)	 	A Separation from Service shall not be considered to have
occurred if the individual’s employment relationship is treated by an Employer
as continuing while the individual is on military leave, sick leave, or other
bona fide leave of absence if such period of leave does not exceed six months
or, if longer, so long as the individual’s right to reemployment is provided by
statute or by contract. If the period of leave exceeds six months and such
reemployment rights are not provided, the employment relationship is deemed to
cease on the first date immediately following such six-month period.

	 
	 	(ii)	 	A Separation from Service shall also not be considered to have
occurred if the individual’s employment relationship is treated by an Employer
as continuing while the individual is on a leave of absence due to any
medically determinable physical or mental impairment that can be expected to
result in death or to last for a continuous period of not less than six months,
where such impairment causes the individual to be unable to perform the duties
of his position or any substantially similar position, provided that, for
purposes of the Plan, the employment relationship shall be considered to
continue no





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	 	 	 	longer than 29 months or, if longer, so long as the individual’s right to
reemployment is provided by statute or by contract. If the period of leave
exceeds 29 months and such reemployment rights are not provided, the
employment relationship is deemed to cease on the first date immediately
following such 29-month period.

	 	(iii)	 	A Separation from Service shall also not be considered to have
occurred, regardless of the level of services anticipated or provided by the
individual as an employee, if the individual continues to provide services to
the Employer in a capacity other than as an employee of the Employer at a rate
that is fifty percent (50%) or more of the level of services rendered, on
average, during the immediately preceding 36-month period (or the full period
of such services, if less than 36 months) and the remuneration for such
services is fifty percent (50%) or more of the average remuneration earned
during the 36-month period (or the full period of such services, if less than
36 months).

	 
	 	(iv)	 	Otherwise, a Separation from Service is presumed to have
occurred if the facts and circumstances indicate that (A) an Employer and the
individual reasonably anticipated that no further services would be performed
after a certain date or that the level of bona fide services the individual
would perform after such date would permanently decrease to 20% or less of the
average level of bona fide services over the immediately preceding 36-month
period (or the full period of such services, if less than 36 months) or (B) the
level of bona fide services the individual performs after a given date
decreases to a level equal to 20% or less of the average level of bona fide
services performed by the individual over the immediately preceding 36-month
period (or the full period of such services, if less than 36 months).







	 	(t)	 	“Specified Employee” shall mean, for any period during which the
Company remains publicly traded, an individual who is included in the group of
employees who are determined to be “key employees” under Section 416(i)(1)(A)(i), (ii),
or (iii) of the Code (as applied in accordance with regulations thereunder and
disregarding Section 416(i)(5) of the Code), identified in the manner and under the
procedures specified in a writing adopted by the Committee.
	 
	 	(u)	 	“Supplemental Plan Benefit” shall mean, to the extent applicable to any
given Participant, the Restoration Benefit or the Supplemental Retirement Income
Benefit.
	 
	 	(v)	 	“Supplemental Plan Service” shall mean the greater of:






	 	(i)	 	An Employee’s period of employment with an Employer as both a
Covered Employee and an Executive Vice President or higher-ranking executive;
and
	 
	 	(ii)	 	An Employee’s period of employment with an Employer during
which he is both a Covered Employee and a Participant in the Plan.






	 	 	 	Supplemental Plan Service shall be measured in consecutive twelve-month periods,
including leaves of absence. Notwithstanding the foregoing, the Committee, in a
separate writing, may provide that a given Participant’s Supplemental Plan Service
be determined in a manner that is different than that set forth above.
	 
	 	(w)	 	“Supplemental Retirement Income Benefit” shall mean the benefit
provided under Section 4.1. A Supplemental Retirement Income Benefit shall be
expressed in the form of a ten-year certain and life thereafter annuity.





SECTION 2 - ADMINISTRATION





	2.1	 	The Administrator shall be charged with the administration of the Plan. The Administrator
shall have all such powers as may be necessary to discharge its duties relative to the
administration of the Plan, including by way of illustration and not limitation, discretionary
authority to interpret and construe the Plan, to determine and decide all questions of fact,
and all disputes arising under the Plan including, but not limited to, the eligibility of any
employee to participate in the Plan, the validity of any election or designation as may be
necessary or appropriate hereunder and the right of any Participant, surviving spouse or
Beneficiary to receive payment of all or any portion of a Supplemental Plan Benefit otherwise
determined hereunder. The Administrator shall have all power necessary to adopt, alter and
repeal such administrative rules, regulations and practices governing the operation of the
Plan as it, in its sole discretion, may from time to time deem advisable and shall have the
power to make equitable adjustments to remedy any mistakes or errors made in the
administration of the Plan. The Administrator shall not be liable to any person for any
action taken or omitted in connection with the interpretation and administration of the Plan
unless




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	 	 	attributable to willful misconduct. The Administrator, the Company and its respective
officers and directors shall be entitled to conclusively rely upon all tables, valuations,
certificates, opinions and reports furnished by any actuary, accountant, controller, counsel
or other person employed or engaged by the Company with respect to the Plan insofar as such
reliance is consistent with ERISA and other applicable law. The service providers to the
Plan may act and rely upon all information reported to them by the Administrator and/or the
Company and need not inquire into the accuracy thereof nor shall be charged with any notice
to the contrary. Any individual serving as Administrator shall not participate in any
action or determination regarding solely his own benefits payable hereunder. Decisions of
the Administrator made in good faith shall be final, conclusive and binding upon all
parties. Until modified by the Administrator, the claims and review procedures set forth in
Section 2.2 shall be the exclusive procedures for the disposition of claims for benefits
arising under the Plan.
	 
	2.2	 	Claims Review Procedure. The Administrator shall be responsible for the claims
procedure under the Plan.






	 	(a)	 	Original Claim. In the event a claim of any Participant, surviving
spouse, Beneficiary, or other person (hereinafter referred to in this Section as the
“Claimant”) for a benefit is partially or completely denied, the Administrator shall
give, within ninety (90) days after receipt of the claim (or if special circumstances,
made known to the Claimant, require an extension of time for processing the claim,
within one hundred eighty (180) days after receipt of the claim), written notice of
such denial to the Claimant. Such notice shall set forth, in a manner calculated to be
understood by the Claimant, the specific reason or reasons for the denial (with
reference to pertinent Supplemental Plan provisions upon which the denial is based); an
explanation of additional material or information, if any, necessary for the Claimant
to perfect the claim; a statement of why the material or information is necessary; a
statement of the Claimant’s right to bring a civil action under Section 502(a) of
ERISA; and an explanation of the Supplemental Plan’s claims review procedure, including
the time limits applicable to such procedure.
	 
	 	(b)	 	Review of Denied Claim.






	 	(i)	 	A Claimant whose claim is partially or completely denied shall
have the right to request a full and fair review of the denial by a written
request delivered to the Administrator within sixty (60) days of receipt of the
written notice of claim denial, or within such longer time as the
Administrator, under uniform rules, determines. In such review, the Claimant
or his duly authorized representative shall have the right to review, upon
request and free of charge, all documents, records or other information
relevant to the claim and to submit any written comments, documents, or records
relating to the claim to the Administrator.
	 
	 	(ii)	 	The Administrator, within sixty (60) days after the request for
review, or in special circumstances, such as where the Administrator in its
sole discretion holds a hearing, within one hundred twenty (120) days of the
request for review, will submit its decision in writing. Such decision shall
take into account all comments, documents, records and other information
properly submitted by the Claimant, whether or not such information was
considered in the original claim determination. The decision on review will be
binding on all parties, will be written in a manner calculated to be understood
by the Claimant, will contain specific reasons for the decision and specific
references to the pertinent Supplemental Plan provisions upon which the
decision is based, will indicate that the Claimant may review, upon request and
free of charge, all documents, records or other information relevant to the
claim and will contain a statement of the Claimant’s right to bring a civil
action under Section 502(a) of ERISA.
	 
	 	(iii)	 	If a Claimant fails to file a claim or request for review in
the manner and in accordance with the time limitations specified herein, such
claim or request for review shall be waived, and the Claimant shall thereafter
be barred from again asserting such claim.






	 	(c)	 	Determination by the Administrator is Conclusive. The Administrator’s
determination of factual matter relating to Participants, surviving spouses,
Beneficiaries and other persons including, without limitation, a Participant’s
compensation, years of service credit and any other factual matters, shall be
conclusive.






	2.3	 	Exhaustion of Administrative Remedies. The exhaustion of the claims review procedure
is mandatory for resolving every claim and dispute arising under the Plan. As to such claims
and disputes:




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	 	(a)	 	No claimant shall be permitted to commence any civil action to recover Plan
benefits or to enforce or clarify rights under the Plan under Section 502 or Section
510 of ERISA or under any other provision of law, whether or not statutory, until the
claims review procedure set forth herein has been exhausted in its entirety; and
	 
	 	(b)	 	In any such civil action all explicit and all implicit determinations by the
Administrator (including, but not limited to, determinations as to whether the claim,
or a request for a review of a denied claim, was timely filed) shall be afforded the
maximum deference permitted by law.






	2.4	 	Deadline to File Civil Action. No civil action to recover Plan benefits or to
enforce or clarify rights under the Plan under Section 502 or Section 510 of ERISA or under
any other provision of law, whether or not statutory, may be brought by any claimant on any
matter pertaining to the Plan unless the civil action is commenced in the proper forum before
the earlier of:






	 	(a)	 	Thirty months after the claimant knew or reasonably should have known of the
principal facts on which the claim is based; or
	 
	 	(b)	 	Six months after the claimant has exhausted the claims review procedure.





SECTION 3 - ELIGIBILITY AND PARTICIPATION





	3.1	 	A Covered Employee shall be eligible to participate in the Plan only as provided under
Sections 3.2 and 3.3 and only if such Covered Employee is considered management or highly
compensated.
	 
	3.2	 	Except as the Committee may provide in a separate writing, each Covered Employee who was
considered an eligible Employee under the Plan as of December 31, 2008 and each former Covered
Employee who is receiving a Supplemental Plan Benefit (or entitled to receive a Supplemental
Plan Benefit) as of December 31, 2008 shall be considered a Participant as of January 1, 2009.
Effective on and after January 1, 2009, any Covered Employee shall become a Participant in
the Plan (if not already a Participant under Section 3.3) as of the January 1 of the calendar
year with respect to which the Committee selects the Covered Employee for participation in the
Supplemental Retirement Income Benefit provisions of the Plan. The Administrator shall be
responsible for identifying those Covered Employees who participate in the Plan pursuant to
the foregoing provisions of this Section 3.2. Except as may otherwise be provided in an
individual agreement between the Company and a Participant, a Participant (or his surviving
spouse or Beneficiary) will be eligible for a Supplemental Retirement Income Benefit only in
the event that:






	 	(a)	 	Such Participant is vested under the Qualified Plan; and
	 
	 	(b)	 	Such Participant (or his surviving spouse or Beneficiary) is entitled to
receive a benefit under the Qualified Plan; and
	 
	 	(c)	 	Prior to his Separation from Service, such Participant has become vested in the
Supplemental Retirement Income Benefit pursuant to the following schedule:





	 	 	 	 	 
	Supplemental Plan Service	 	Vested Percentage
	Less than 1 year
	 	 	0	%
	1 but less than 2 years
	 	 	20	%
	2 but less than 3 years
	 	 	40	%
	3 but less than 4 years
	 	 	60	%
	4 but less than 5 years
	 	 	80	%
	5 years or more
	 	 	100	%







	 	 	Notwithstanding the foregoing provisions of this Section 3.2 or any provision of the Plan to
the contrary, the Committee, at any time and for any reason, may determine that a
Participant shall cease active participation in the Supplemental Retirement Income Benefit
provisions of the Plan. Except as may otherwise be provided by the Committee in a separate
writing, a cessation of a Participant’s active participation in the Supplemental Retirement
Income Benefit provisions of the Plan shall freeze the Participant’s Supplemental Retirement
Income Benefit as of the effective date determined by the Committee with the result that
periods of the Participant’s employment and compensation earned by the Participant on and
after such effective date shall not be recognized in computing the amount of the
Participant’s Supplemental Retirement Income Benefit nor in determining the Participant’s
vested percentage under this Section 3.2.




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	3.3	 	Any Covered Employee whose benefit under the Qualified Plan is limited on account of
restrictions imposed for any year by Sections 401(a)(17) and/or 415 of the Code shall become a
Participant in the Plan (if not already a Participant under Section 3.2) as of the later of
the December 31 of the Plan Year in which his Qualified Plan benefit is first so limited or
January 1, 1996. Notwithstanding his status as a Participant or non-Participant under
Section 3.2, a Covered Employee who satisfies the foregoing criteria of this Section 3.3 shall
participate in the Restoration Benefit provisions of the Plan. The Administrator shall be
responsible for identifying those Covered Employees whose Qualified Plan benefits are limited
in accordance with the foregoing provisions of this Section 3.3, the time at which such
limitations first apply to said Employees and the extent to which such limitations do apply.
Except as may otherwise be provided in an individual agreement between the Company and a
Participant, a Participant (or his surviving spouse or Beneficiary) will be eligible for a
Restoration Benefit only in the event that:






	 	(a)	 	Such Participant is vested under the Qualified Plan; and
	 
	 	(b)	 	Such Participant (or his surviving spouse or Beneficiary) is entitled to
receive a benefit under the Qualified Plan; and
	 
	 	(b)	 	Payment of such Qualified Plan benefit is restricted by the application of
Section 401(a)(17) and/or Section 415 of the Code; and
	 
	 	(d)	 	Such individual is not entitled to a Supplemental Retirement Income Benefit
hereunder.






	 	 	Notwithstanding the foregoing provisions of this Section 3.3 or any provision of the Plan to
the contrary, the Committee, at any time and for any reason, may determine that a
Participant shall cease active participation in the Restoration Benefit provisions of the
Plan. Except as may otherwise be provided by the Committee in a separate writing, a
cessation of a Participant’s active participation in the Restoration Benefit provisions of
the Plan shall freeze the Participant’s Restoration Benefit as of the effective date
determined by the Committee with the result that periods of the Participant’s employment and
compensation earned by the Participant on and after such effective date shall not be
recognized in computing the amount of the Participant’s Restoration Benefit. However, for
purposes of the Participant’s Qualified Plan accrued benefit, adjustments to the limitations
of Section 401(a)(17) and/or Section 415 of the Code that occur on or after such effective
date shall be recognized and such adjustments may result in a reduced Restoration Benefit.





SECTION 4 - AMOUNT OF SUPPLEMENTAL PLAN BENEFITS





	4.1	 	Except as otherwise specifically provided herein or in an individual agreement between the
Company and a Participant, the Supplemental Retirement Income Benefit determined with respect
to a Participant who satisfies the provisions of Section 3.2 hereof, and which is paid in
accordance with Section 5, shall be the Actuarial Equivalent of the product of (1) the excess,
if any, of the amount determined under paragraph (a) below over the amount determined under
paragraph (b) below, and (2) the percentage determined under (c) below, where:






	 	(a)	 	Equals the monthly benefit which would have been payable to such Participant
(or on his behalf to his surviving spouse or other Beneficiary) under the Qualified
Plan, assuming for this purpose that the following modifications were a part of the
Qualified Plan:






	 	(i)	 	“Compensation” shall be as defined in the Qualified Plan on the
date of determination provided that:






	 	(A)	 	All otherwise current base salary which is
deferred at the Participant’s election under any qualified or
nonqualified deferred compensation plan or annuity arrangement shall be
includable in “Compensation”; and
	 
	 	(B)	 	“Compensation” (as defined in accordance with
the foregoing) shall be determined without regard to the annual
limitation on compensation set forth in Section 401(a)(17) of the Code;
and






	 	(ii)	 	“Final Average Earnings” shall be equal to 1/24th of the
aggregate Compensation received by the Participant during the twenty-four
consecutive calendar months as a Covered Employee which produces the greatest
aggregate Compensation out of the one hundred twenty calendar month period
ending on the earlier of (A) the date on which the Participant incurs a
Separation from Service or (B) the date on which the Participant is no longer
considered a Covered Employee; and
	 
	 	(iii)	 	The monthly benefit under the Qualified Plan shall be equal to
60% of Final Average Earnings, reduced proportionately if the Participant’s
years of Credited Service are less




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	 	 	 	than 30 years or 25 years, whichever limitation applied to the Participant
under the provisions of Section 6.1 of the Qualified Plan as in effect on
December 30, 1989; and
	 	(iv)	 	The monthly benefit under the Qualified Plan is accrued in the
normal form of a ten-year certain and life thereafter annuity.






	 	(b)	 	Equals the monthly benefit payable to such Participant (or on his behalf to his
surviving spouse or other Beneficiary) under the Qualified Plan and under any other
qualified or nonqualified (funded or unfunded) defined benefit retirement plan
sponsored by the Company or an Affiliate; provided, however, that for purposes of this
offset, such a monthly benefit which is expressed in a form of payment other than a
ten-year certain and life thereafter annuity shall be converted to a monthly benefit
which is the Actuarial Equivalent of a ten-year certain and life thereafter annuity.
	 
	 	(c)	 	Equals the Participant’s vested percentage as of his Separation from Service,
determined in accordance with Section 3.2(c) hereof.






	4.2	 	The monthly Restoration Benefit determined with respect to a Participant who satisfies the
provisions of Section 3.3 hereof, and which is paid in accordance with Section 5, shall be the
Actuarial Equivalent of the excess, if any, of the amount determined under paragraph (a) below
over the amount determined under paragraph (b) below, where:






	 	(a)	 	Equals the monthly benefit which would have been payable under the form of a
single life annuity to such Participant (or on his behalf to his surviving spouse or
other Beneficiary) under the Qualified Plan, if the provisions of the Qualified Plan
were administered without regard to the annual limitation on compensation set forth in
Section 401(a)(17) of the Code and without regard to the limitations on benefits set
forth in Section 415 of the Code; and
	 
	 	(b)	 	Equals the monthly benefit which is payable under the form of a single life
annuity to such Participant (or on his behalf to his surviving spouse or other
Beneficiary) under the Qualified Plan.






	 	 	The Restoration Benefits payable under the Plan to, or on behalf of, a Participant shall be
computed in accordance with the foregoing and with the objective that the Participant, his
surviving spouse or other Beneficiary should receive under the Supplemental Plan and the
Qualified Plan, the total amount which would otherwise have been payable to that recipient
solely under the Qualified Plan, as of the date payment is made, had the provisions of
Section 401(a)(17) and Section 415 of the Code not been applicable thereto.
	 
	4.3	 	Except as otherwise specifically provided herein or in an individual agreement between the
Company and a Participant, any Supplemental Plan Benefit payable before a Participant’s Normal
Retirement Date shall be reduced for early commencement under the same terms and conditions
applicable to a payment commencing as of the same date under the Qualified Plan.
	 
	4.4	 	Notwithstanding any provision of the Plan to the contrary, the Supplemental Plan Benefits
provided under the foregoing provisions of this Section 4 shall be determined and coordinated
by the Administrator so as to prevent any duplication of Supplemental Plan Benefits or
duplication of benefits provided by any other plan or program sponsored by the Company or an
Affiliate which is intended to supplement the Qualified Plan or any individual agreement
between the Participant and an Employer providing for retirement benefits. For purposes of
this Section 4.4, any benefits provided by, or in reference to, a Participant’s salary and/or
bonus deferral under individual deferred compensation contracts and annuities, the Erie
Insurance Group Employee Savings Plan or the Deferred Compensation Plan of Erie Indemnity
Company are not intended to supplement the Qualified Plan.
	 
	4.5	 	Unless otherwise specifically provided in the Plan or in an individual agreement between the
Company and a Participant:






	 	(a)	 	A Participant who retired or terminated employment under the provisions of the
Plan as in effect prior to this amendment and restatement and who has commenced payment
of the Supplemental Plan Benefit accrued on his behalf prior to January 1, 2009 shall
continue to receive such benefits in accordance with the provisions of the Plan as in
effect at the time of commencement; and
	 
	 	(b)	 	A Participant who retired or terminated employment under the provisions of the
Plan as in effect prior to this amendment and restatement and who has not commenced
payment of the Supplemental Plan Benefit accrued on his behalf prior to January 1, 2009
shall be eligible to receive payment of such benefits in accordance with the provisions
of the Plan as in effect on and after January 1, 2009.




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SECTION 5 - COMMENCEMENT AND FORM OF

SUPPLEMENTAL PLAN BENEFITS TO PARTICIPANT





	5.1	 	Except as specifically provided herein or in an individual agreement between the Company and
a Participant, any Supplemental Plan Benefit payable to a Participant hereunder shall be:






	 	(a)	 	Distributed as of the later of:






	 	(i)	 	The first day of the first month that follows the date that is
six months after the Participant’s Separation from Service; and
	 
	 	(ii)	 	The first day of the month next following the Participant’s
attainment of the Earliest Retirement Date; and






	 	(b)	 	Distributed in the form of a cash lump sum in the amount determined under
Section 5.2






	5.2	 	Except as specifically provided herein or in an individual agreement between the Company and
a Participant, the lump sum payment of any Supplemental Plan Benefit to a Participant shall be
determined as follows:






	 	(a)	 	With respect to a Participant to whom a Supplemental Plan Benefit is payable in
accordance with Section 5.1(a)(i), the lump sum distribution shall be equal to the sum
of (i) and (ii) where:






	 	(i)	 	equals the lump sum Actuarial Equivalent of the Supplemental
Plan Benefit earned by the Participant under Section 4 as of the date the
Participant incurred a Separation from Service, determined as the greater of
the annuity payable as of the first day of the month that next follows the
Participant’s Separation from Service or the annuity payable as of the
Participant’s Normal Retirement Date; and
	 
	 	(ii)	 	interest on the amount determined under subparagraph (i) above,
calculated from the first day of the month that follows the Participant’s
Separation from Service through the date described in Section 5.1(a)(i), based
on the interest rate applicable for lump sum determinations as of the date the
Participant incurred a Separation from Service.






	 	(b)	 	With respect to a Participant to whom a Supplemental Plan Benefit is payable in
accordance with Section 5.1(a)(ii), the lump sum distribution shall be the lump sum
Actuarial Equivalent of the Supplemental Plan Benefit earned by the Participant under
Section 4 as of the date the Participant incurred a Separation from Service, determined
at the time of payment as the greater of the annuity payable as of the Participant’s
Earliest Retirement Date or the annuity payable as of the Participant’s Normal
Retirement Date. No interest adjustment shall be made to such lump sum amount.






	5.3	 	Notwithstanding the provisions of Sections 5.1 and 5.2 but subject to the terms of an
individual agreement between the Company and a Participant, the Company shall pay a
Participant all or any portion of the Supplemental Plan Benefit accrued on the Participant’s
behalf in a lump sum as soon as is administratively reasonable following the occurrence of any
of the events or conditions identified below. Such lump sum payment shall be equal to the
amount, as determined by the Administrator, as is reasonably estimated to be required to
satisfy the purpose of the accelerated payment. The events or conditions to which this
Section 5.3 applies are:






	 	(a)	 	The Participant needs to avoid a violation of an applicable federal, state,
local, or foreign ethics law or conflicts of interest law.
	 
	 	(b)	 	The Participant incurs state, local, or foreign tax obligations arising from
participation in the Plan that apply to a Plan interest before such interest is
otherwise payable from the Plan.
	 
	 	(c)	 	The Participant incurs federal employment tax obligations under Sections 3101,
3121(a), or 3121(v)(2) of the Code with respect to a Supplemental Plan Benefit and any
federal, state, local, or foreign tax obligations arising from such employment tax
obligations.
	 
	 	(d)	 	The Plan is terminated and liquidated in accordance with generally applicable
guidance prescribed by the Commissioner of Internal Revenue and published in the
Internal Revenue Bulletin.
	 
	 	(e)	 	Such other events or conditions as the Commissioner of Internal Revenue may
prescribe in generally applicable guidance published in the Internal Revenue Bulletin
which the Administrator, in its discretion, chooses to apply under the Plan; provided,
however, that a Participant shall have




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	 	 	 	no direct or indirect election as to the application of such events or conditions to
his individual circumstances.






	 	 	Any payment under this Section 5.3 shall be contingent upon the Administrator’s decision
that a Participant has satisfied all material elements of an applicable event or condition
and that the Participant produces evidence to that effect that is satisfactory to the
Administrator. If any payment under this Section 5.3 is made and such payment is less than
the entire Supplemental Plan Benefit accrued on the Participant’s behalf, the Actuarial
Equivalent of such payment shall offset any future payment of the Supplemental Plan Benefit
to the Participant or any surviving spouse, Beneficiary or other person.
	 
	5.4	 	Notwithstanding the provisions of Sections 5.1 and 5.2 but subject to the terms of an
individual agreement between the Company and a Participant, the Company may delay the payment
of all or any portion of the Supplemental Plan Benefit accrued on the Participant’s behalf in
connection with any of the events or conditions identified below; provided, however that, with
respect to any given event or condition, the Administrator shall treat Plan payments to all
similarly-situated Participants in a reasonably consistent manner:






	 	(a)	 	The Administrator reasonably anticipates that if Plan payments were to be made
as scheduled, the Company’s deduction with respect to such payments would not be
permitted under Section 162(m) of the Code; provided such scheduled payments are then
made during the Participant’s first taxable year in which the Administrator reasonably
anticipates that the Company’s deduction will not be barred by application of Section
162(m) of the Code.
	 
	 	(b)	 	The Administrator reasonably anticipates that making scheduled Plan payments
will violate federal securities laws or other applicable law; provided that the
scheduled payments are then made at the earliest date at which the Administrator
reasonably contemplates that making the scheduled payments will not cause such a
violation.
	 
	 	(c)	 	Such other events or conditions as the Commissioner of Internal Revenue may
prescribe in generally applicable guidance published in the Internal Revenue Bulletin
which the Administrator, in its discretion, chooses to apply under the Plan; provided,
however, that a Participant shall have no direct or indirect election as to the
application of such events or conditions to his individual circumstances.





SECTION 6 - COMMENCEMENT AND FORM OF

SUPPLEMENTAL PLAN BENEFITS TO SURVIVING SPOUSE

OR BENEFICIARY





	6.1	 	Except as specifically provided herein or in an individual agreement between the Company and
a Participant, any Supplemental Plan Benefit payable as a result of the Participant’s death
shall be paid to the Participant’s surviving spouse or Beneficiary as provided in this
Section 6. Any such payment shall be made as soon as administratively practicable following
the Participant’s death; provided, however, that payment of a Supplemental Plan Benefit to a
surviving spouse as a result of a Participant’s death prior to commencement of a benefit
hereunder shall not be made before the first day such spouse could commence payment of a
surviving spouse’s benefit under the Qualified Plan. Except as provided in Section 6.3, a
Supplemental Plan Benefit payable as a result of a Participant’s death shall be paid in the
form of a cash lump sum equal to the lump sum Actuarial Equivalent of the surviving spouse’s
benefit that would be payable under the Qualified Plan if such benefit was derived from the
Supplemental Plan Benefit accrued by the Participant as of his date of death.






	6.2	 	Except as provided in Section 6.3 or in an individual agreement between an Employer and a
Participant, payments of Supplemental Plan Benefits to a surviving spouse or Beneficiary shall
be subject to the same eligibility conditions and reductions for early commencement as are
applied to corresponding benefits under the Qualified Plan. Without limiting the generality
of the above, a Supplemental Plan Benefit shall be payable in the event of a Participant’s
death prior to his commencement of a Supplemental Plan Benefit hereunder only if the
Participant has satisfied all requirements of either Section 3.2 or Section 3.3 and is
survived by a spouse who herself survives until the date a surviving spouse’s benefit would
otherwise be payable under the Qualified Plan.




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	6.3	 	Notwithstanding the foregoing provisions of this Section 6 but subject to the terms of an
individual agreement between the Company and a Participant, a lump sum death benefit shall be
payable from the Plan with respect to a Participant who incurs a Separation from Service on or
after his Earliest Retirement Date and who thereafter dies before the Supplemental Plan
Benefit accrued on his behalf is otherwise paid to him. Such death benefit shall be paid to
the Participant’s surviving spouse, if the Participant is married at death, or to the
Participant’s Beneficiary, if the Participant is unmarried at death. The amount of the death
benefit under this Section 6.3 shall be equal to the lump sum amount that would have been paid
to the Participant on the date the death benefit is paid had the Participant survived to
receive payment on such date, applying the principles of Section 5.2(a).





SECTION 7 - AMENDMENT AND TERMINATION





	 	 	The Company expects to continue the Plan indefinitely, but reserves the right to amend or
terminate the Plan at any time, if, in its sole judgment, such amendment or termination is
necessary or desirable. Any such amendment or termination shall be made pursuant to a
resolution of the Board and shall be effective as of the date specified in such resolution.
Without consent of the Participant, no amendment or termination of the Plan shall reduce the
amount of any Participant’s Supplemental Plan Benefit earned as of the time of amendment or
termination. For purposes of this limitation, an amendment that changes the assumptions
used to determine Actuarial Equivalent optional forms of benefit (including, without
limitation, lump sum payments) shall not be considered to reduce the amount of any
Participant’s Supplemental Plan Benefit. Except as may otherwise be provided by the
Company, in the event of a termination of the Plan, the Company (or any transferee, or
successor entity of the Company) shall be obligated to pay Supplemental Plan Benefits to
Participants, surviving spouses and Beneficiaries at such time or times and in such forms as
provided under the terms of the Plan. Notwithstanding the foregoing provisions of this
Section 7, the Company reserves the right to terminate and liquidate the Plan in accordance
with generally applicable guidance prescribed by the Commissioner of Internal Revenue and
published in the Internal Revenue Bulletin.





SECTION 8 - MISCELLANEOUS





	8.1	 	NO EFFECT ON EMPLOYMENT RIGHTS

Nothing contained herein shall be construed as creating any contract of employment between
the Company or any Affiliate and any Participant nor shall any provision hereof confer upon
any Participant the right to be retained in the service of the Company or any Affiliate nor
limit the right of the Company or any Affiliate to discharge or otherwise deal with
Participants without regard to the existence of the Plan.
	 
	8.2	 	GENERAL CONTRACTUAL OBLIGATION

It is the intent of this Plan, and each Participant understands, that no trust has been
created for his or her benefit in connection with this Plan and that eligibility and
participation in this Plan does not grant any Participant, surviving spouse or Beneficiary
any interest in any asset of the Company or any Affiliate. The Company’s obligation to pay
to the Participant, surviving spouse or Beneficiary the amounts credited hereunder is a
general contract obligation and shall be satisfied solely from the general assets of the
Company. Nothing contained in the Plan shall constitute a guaranty by the Company, any
Affiliate, or any other entity or person that the assets of the Company will be sufficient
to pay amounts determined in accordance with the Plan. The obligation of the Company under
the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay
amounts in the future. In each case in which amounts represented by a Participant’s
Supplemental Retirement Benefit have been distributed to the Participant, surviving spouse,
Beneficiary, or other person entitled to receipt thereof and which purports to cover in full
the benefits hereunder, such Participant, surviving spouse, Beneficiary or other person
shall have no further right or interest in the other assets of the Company on account of
participation in the Plan. Notwithstanding a Participant’s entitlement to any amounts under
the terms of the Plan, the status of the Participant, or of any person claiming by or
through the Participant, is that of an unsecured general creditor to the extent of his
entire interest under the Plan as herein described.
	 
	8.3	 	BINDING ON COMPANY, PARTICIPANTS AND THEIR SUCCESSORS





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	 	 	The Plan shall be binding upon and inure to the benefit of the Company and Affiliates, their
successors and assigns and Participants and their heirs, executors, administrators and legal
representatives. In the event of the merger or consolidation of the Company with or into
any other corporation, or in the event substantially all of the assets of the Company shall
be transferred to another corporation, the successor corporation resulting from the merger
or consolidation, or the transferee of such assets, as the case may be, shall, as a
condition to the consummation of the merger, consolidation or transfer, assume the
obligations of the Company hereunder and shall be substituted for the Company hereunder.






	8.4	 	SPENDTHRIFT PROVISIONS

The interest of a Participant, or of his surviving spouse or Beneficiary, under the Plan
shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, or charge, either voluntarily or involuntarily, prior to the
Participant’s, spouse’s or Beneficiary’s actual receipt of amounts represented by the
Supplemental Plan Benefits credited under the Plan on his or her behalf; any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any such interest
prior to such receipt shall be void. Amounts credited hereunder and not paid to a
Participant, surviving spouse or Beneficiary shall not be subject to garnishment, attachment
or other legal or equitable process nor shall they be an asset in bankruptcy.
Notwithstanding the preceding sentence, no amount shall be payable from this Plan to a
Participant, or any person claiming by or through a Participant, unless and until any and
all amounts representing debts or other obligations owed to the Company or any Affiliate by
the Participant have been fully paid and satisfied; provided, however, that any such offset,
as applicable to a person’s Plan interest, shall not exceed such offset as is permitted
under Section 409A of the Code. The Company shall not be liable in any manner for or
subject to the debts, contracts, liabilities, torts or engagements of any person on whose
behalf a Supplemental Plan Benefit is being maintained under the Plan.
	 
	8.5	 	DISCLOSURE

Each Participant, upon his written request, shall received a copy of the Plan and the
Administrator will make available for inspection by any Participant a copy of any written
rules and regulations used by the Administrator in administering the Plan.
	 
	8.6	 	INCAPACITY OF RECIPIENT

In the event a Participant, surviving spouse or Beneficiary is declared incompetent and a
guardian, conservator or other person legally charged with the care of his person or of his
estate is appointed, any Supplemental Plan Benefit to which such Participant, surviving
spouse or Beneficiary is entitled shall be paid to such guardian, conservator or other
person legally charged with the care of his person or his estate. Except as provided in the
preceding sentence, when the Administrator, in its sole discretion, determines that a
Participant, surviving spouse or Beneficiary is unable to manage his financial affairs, the
Administrator may direct the Company to make a distribution(s) of all or a portion of the
Supplemental Plan Benefit maintained on behalf of such Participant, surviving spouse or
Beneficiary to any one or more of the spouse, lineal ascendants or descendants or other
closest living relatives of such Participant, surviving spouse or Beneficiary who
demonstrates to the satisfaction of the Administrator the propriety of making such a
distribution(s). Any payment so made shall not exceed such amount as is permitted under
Section 409A of the Code and shall be in complete discharge of any liability of the Company
and Administrator under the Plan for such payment. The Administrator shall not be required
to see to the application of any such distribution made as provided above.
	 
	8.7	 	INFORMATION FURNISHED BY PARTICIPANTS AND BENEFICIARIES

Neither the Company nor the Administrator shall be liable or responsible for any error in
the computation of a Participant’s, surviving spouse’s or Beneficiary’s interest under the
Plan resulting from any misstatement of fact made by the Participant, surviving spouse or
Beneficiary, directly or indirectly, to the Company or to the Administrator and used by it
in determining any benefit under the Plan to the Participant, surviving spouse or
Beneficiary. Neither the Company nor the Administrator shall be obligated or required to
increase the Plan interest of any such Participant, surviving spouse or Beneficiary which,
on discovery of the misstatement, is found to be understated as a result of such
misstatement. However, the Plan interest of any Participant, surviving spouse or
Beneficiary which is overstated by reason of any such misstatement shall be reduced to the
amount appropriate in view of accurate facts.










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	8.8	 	OVERPAYMENTS

If a payment made from the Plan is found to be greater than the payment to which a
Participant, surviving spouse or Beneficiary is entitled due to factual errors, mathematical
errors or otherwise, the Administrator may, in its discretion and to the extent consistent
with Section 409A of the Code, exercise such legal or equitable remedies as it deems
appropriate to correct the overpayment.
	 
	8.9	 	UNCLAIMED BENEFIT

In the event that any amount determined to be payable to a Participant, surviving spouse or
Beneficiary hereunder remains unclaimed by such Participant, surviving spouse or Beneficiary
for a period of four years after the whereabouts or existence of such person was last known
to the Administrator, the Administrator may direct that all rights of such person to such
amounts be terminated absolutely; provided, however, that if such Participant, surviving
spouse or Beneficiary subsequently appears and files a claim for payment in accordance with
Section 2 and such claim is fully or partially successful, the liability under the Plan for
an amount equal to the successful claim shall be reinstated.
	 
	8.10	 	ELECTIONS, APPLICATIONS, NOTICES

Every designation, direction, election, revocation or notice authorized or required under
the Plan which is to be delivered to the Company or the Administrator shall be deemed
delivered to the Company or the Administrator as the case may be: (a) on the date it is
personally delivered to the Administrator at the Company’s executive offices at 100 Erie
Insurance Place, Erie, Pennsylvania 16530 or (b) three business days after it is sent by
registered or certified mail, postage prepaid, addressed to the Administrator at the offices
indicated above. Every such item which is to be delivered to a person or entity designated
by the Administrator to perform recordkeeping and other administrative services on behalf of
the Plan shall be deemed delivered to such person or entity when it is actually received
(either physically or through interactive electronic communication) by such person or
entity. Every designation, direction, election, revocation or notice authorized or required
which is to be delivered to a Participant, surviving spouse or Beneficiary shall be deemed
delivered to a Participant, surviving spouse or Beneficiary: (a) on the date it is
personally delivered to such individual (either physically or through interactive electronic
communication), or (b) three business days after it is sent by registered or certified mail,
postage prepaid, addressed to such individual at the last address shown for him on the
Company’s records. Any notice required under the Plan may be waived by the person entitled
thereto.
	 
	8.11	 	COUNTERPARTS

This Plan may be executed in any number of counterparts, each of which shall be considered
as an original, and no other counterparts need be produced.
	 
	8.12	 	SEVERABILITY

In the event any provision of this Plan shall be held illegal or invalid for any reason,
such illegality or invalidity shall not affect the remaining provisions of the Plan. This
Plan shall be construed and enforced as if such illegal or invalid provision had never been
contained herein.
	 
	8.13	 	GOVERNING LAW

The Plan is established under and will be construed according to the laws of the
Commonwealth of Pennsylvania to the extent that such laws are not preempted by ERISA and
regulations promulgated thereunder.
	 
	8.14	 	HEADINGS

The headings of Sections of this Plan are for convenience of reference only and shall have
no substantive effect on the provisions of this Plan.
	 
	8.15	 	CONSTRUCTION






	 	(a)	 	The masculine gender, where appearing in this Plan, shall be deemed to also
include the feminine gender. The singular shall also include the plural, where
appropriate.
	 
	 	(b)	 	This document is intended to memorialize the provisions of the Plan as amended
to comply with guidance promulgated by the Internal Revenue Service pursuant to Section
409A of the Code. As




135









 






	 	 	 	a result, the Administrator shall interpret and construe the terms of the document
to be consistent with such Internal Revenue Service guidance. No Plan interest is
treated as “grandfathered” within the meaning of such Internal Revenue Service
guidance.





Executed at Erie, Pennsylvania this 23rd day of December, 2008, effective as of January 1,
2009.




	 	 	 	 	 	 	 
	 	 	ERIE INDEMNITY COMPANY	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James J. Tanous	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Executive
Vice President, Secretary and General 

    Counsel
	 	 
	 
	ATTEST:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	/s/ Brian Bolash
	 	 	 	 	 	 
	 
	 	 	 	 	 	 






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