EX-10.105






Exhibit 10.105




ERIE INDEMNITY COMPANY

DEFERRED COMPENSATION PLAN

FOR OUTSIDE DIRECTORS




(As Amended and Restated as of January 1, 2009)




BASIC PLAN DOCUMENT




APPENDIX A




APPENDIX B




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ERIE INDEMNITY COMPANY

DEFERRED COMPENSATION PLAN

FOR OUTSIDE DIRECTORS




(As Amended and Restated as of January 1, 2009)




BASIC PLAN DOCUMENT




ARTICLE ONE




INTRODUCTION




This Erie Indemnity Company Deferred Compensation Plan for Outside Directors (the “Plan”) is an
unfunded, non-qualified, deferred compensation arrangement created for outside directors of Erie
Indemnity Company (the “Company”). It is intended that the Plan will aid in retaining and
attracting outside directors of exceptional ability by providing such directors with a vehicle for
deferring director’s compensation and accumulating credits denominated in the Class A shares of the
Company until retirement or other separation from service from the Board of Directors of Erie
Indemnity Company.



The Plan was effective as of May 1, 1997 and has been amended thereafter. 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.



This amendment and restatement of the Plan consists of three primary documents: (i) this Basic Plan
Document, which principally addresses definitions and procedural matters that apply to all amounts
that accumulate under the Plan, (ii) Appendix A, which incorporates provisions of the Plan relating
to Plan accounts that were earned and vested on or before December 31, 2004, and (iii) Appendix B,
which incorporates provisions of the Plan relating to those portions of Plan accounts that are
earned or become vested on or after January 1, 2005.



ARTICLE TWO




DEFINITIONS




When the following words or phrases are used in the Plan document with initial capital letters,
they shall have the following meanings, except where otherwise modified in Appendix A or Appendix
B:



2.1 “Administrator” shall mean the person or committee, appointed by the Board, who shall
be responsible for the administrative functions assigned to it under the Plan.



2.2 “Beneficiary” shall mean the individual(s) or trust(s) selected by a Participant to
receive payment of amounts credited under the Plan in the event of the Participant’s death, as
evidenced by the most recent, properly completed and executed, Beneficiary designation which the
Participant has delivered to the Administrator prior to the Participant’s death. A Participant may
make a single Beneficiary designation to govern the distribution of the Participant’s entire
interest under the Plan (including the total balance of all accounts maintained under both Appendix
A and Appendix B) that shall apply in the event of the Participant’s death before commencement of
payments. Furthermore, the Participant may make a single, but separate, Beneficiary designation to
govern the distribution of any remaining interest under the Plan (including the total balance of
all accounts maintained under both Appendix A and Appendix B) that shall apply in the event of the
Participant’s death after payments have commenced but before all scheduled payments have been made.
A Participant may change either or both of these Beneficiary designations at any time by
delivering a new designation of Beneficiary to the Administrator on such form or forms as may be
satisfactory to the Administrator. A new designation of Beneficiary shall be effective upon
receipt by the Administrator of the completed and executed designation. As of such effective date,
the new designation shall divest any Beneficiary named in a prior designation in that interest
indicated in the prior designation. If no effective Beneficiary designation is in effect on the
death of the Participant, or if all designated



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Beneficiaries have predeceased the Participant, any payments to be made under the Plan on account
of the Participant’s death shall be paid to the estate of the Participant.



2.3 “Board” shall mean the Board of Directors of the Erie Indemnity Company.



2.4 “Code” shall mean the Internal Revenue Code of 1986, as amended.



2.5 “Company” shall mean the Erie Indemnity Company, a Pennsylvania business corporation.



2.6 “Deferred Compensation Account” shall mean such account as defined in Appendix A and/or
Appendix B, as applicable.



2.7 “Deferred Stock Account” shall mean such account as defined in Appendix A and/or
Appendix B, as applicable.



2.8 “Director” shall mean a member of the Board.



2.9 “Employee” shall mean a person engaged in performing services for the Company, or its
affiliates or subsidiaries, as an exempt or non-exempt full-time employee, as defined by the
Company’s Corporate Personnel Manual, as in existence at the time of determination, and not as an
independent contractor.



2.10 “Outside Director” shall mean a Director who is not an Employee or officer of the
Company, its affiliates or subsidiaries.



2.11 “Participant” shall mean each Outside Director who participates in the Plan in
accordance with the terms and conditions of the Plan.



2.12 “Plan” shall mean the Erie Indemnity Company Deferred Compensation Plan for Outside
Directors, as set forth in the provisions of the Basic Plan Document, Appendix A, Appendix B, and
including any amendments, appendices and exhibits to these documents.



2.13 “Retirement Plan Transfer Account” shall mean such account as defined in Appendix A
and/or Appendix B, as applicable.



2.14 “Total Deferred Cash Account” shall mean such account as defined in Appendix A and/or
Appendix B, as applicable.



2.15 “Vested” shall mean, as of any given date, the portion of the Deferred Stock Account
and/or the Total Deferred Cash Account maintained on behalf of a Participant which is then 100%
vested and nonforfeitable, as determined under Appendix A and/or Appendix B, as applicable.



ARTICLE THREE




ADMINISTRATION





	3.1	 	   GENERAL ADMINISTRATION





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 validity of any election or designation as may be
necessary or appropriate hereunder and the right of any Participant or Beneficiary to receive
payment of all or any portion of amounts represented by a Deferred Compensation Account, Deferred
Stock Account and/or Retirement Plan Transfer Account maintained 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 in the administration of the Plan. The Administrator shall



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not be liable to any person for any action taken or omitted in connection with the interpretation
and administration of the Plan unless attributable to willful misconduct. The Administrator 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. 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
Sections 3.2 and 3.3 shall be the exclusive procedures for the disposition of claims for benefits
arising under the Plan.




	3.2	 	   CLAIMS PROCEDURE





Except as otherwise provided in the Plan, payment to a Participant or Beneficiary of any amount
determined under the Plan shall be made by the Company at the time and in the method of payment
elected by the Participant under the terms of the Plan. If the Administrator denies, in whole or
in part, a claim for benefits filed by any person (hereinafter referred to as a “Claimant”), the
Administrator shall transmit a written notice setting forth (i) the specific reasons for the denial
of the claim, (ii) references to the specific provisions of the Plan on which the denial is based,
(iii) a description of any additional material or information that is needed to perfect the claim
and why such material or information is necessary, and (iv) further steps which the Claimant can
take in order to have his claim reviewed (including a statement that the Claimant or his duly
authorized representative may review the Plan document and submit issues and comments regarding the
claim to the Administrator). In addition, the written notice shall contain the date on which the
notice was sent and a statement advising the Claimant that, within ninety (90) days of the date on
which such notice is received, he may request a review of the Administrator’s decision.




	3.3.	 	   CLAIMS REVIEW





Within ninety (90) days of the date on which the notice of denial of claim is received by the
Claimant, the Claimant or his authorized representative may request that the claim denial be
reviewed by filing with the Administrator a written request for review, which request shall contain
the following information:




	 	a)	 	The date on which the notice of denial of claim was received by the
Claimant;	 
	 
	 	b)	 	The date on which the Claimant’s request was filed with the
Administrator; provided, however, that the date on which the Claimant’s
request for review was in fact filed with the Administrator shall control
in the event that the date of the actual filing is later than the date
stated by the Claimant pursuant to this paragraph (b);
	 
	 	c)	 	The specific portions of the claim denial which the Claimant requests
the Administrator to review;
	 
	 	d)	 	A statement by the Claimant setting forth the basis upon which he
believes the Administrator should reverse its previous denial of his claim
for benefits and accept his claim as made;
	 
	 	e)	 	Whether the Claimant desires a hearing on the claim; and
	 
	 	f)	 	Any written material (included as exhibits) which the Claimant desires
the Administrator to examine in its consideration of his position as stated
pursuant to paragraph (d) above.





If the Claimant has requested a hearing on the claim, such hearing shall be held within thirty (30)
days after the date determined pursuant to paragraph (b) above. Within sixty (60) days of the date
determined pursuant to paragraph (b) above (or, if special circumstances or the request for a
hearing require an extension of time, within ninety (90) days of such date), the Administrator
shall conduct a full and fair review of the decision denying the Claimant’s claim for benefits and
shall deliver its decision to the Claimant in writing. Such written decision shall set forth the
specific reasons for the decision, including references to the specific provisions of this Plan
which were relied upon. The decision will be final and binding on all persons concerned.



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ARTICLE FOUR




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 balance of a Participant’s
Deferred Compensation Account, Deferred Stock Account, or Retirement Plan Transfer Account at the
time of amendment or termination. Except as may otherwise be provided by the Company, or as
provided in Appendix B, 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 amounts represented by Vested
Deferred Stock Account balances and Vested Total Deferred Cash Account balances to Participants and
Beneficiaries at such time or times and in such forms as provided under the terms of the Plan.
Nothing herein shall limit the Company’s reserved 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.



ARTICLE FIVE




GENERAL PROVISIONS





	5.1.	 	   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 or Beneficiary any interest in any asset of the Company or any
affiliated company. The Company’s obligation to pay to the Participant 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 affiliated company, 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 the balances credited to a
Participant’s Vested Deferred Compensation Account, Vested Deferred Stock Account and Vested
Retirement Plan Transfer Account have been distributed to the Participant, Beneficiary, or other
person entitled to receipt thereof and which purports to cover in full the benefits hereunder, such
Participant, 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 Vested amounts under the terms of the Plan, the status of the Participant, or 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.




	5.2.	 	   SPENDTHRIFT PROVISIONS





The interest of a Participant 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 or Beneficiary’s actual receipt of amounts
represented by the balances credited under the Plan on his 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 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 affiliated
company by the Participant have been fully paid and satisfied; provided, however, that any such
offset, as applicable to a person’s Plan interest under Appendix B, shall not exceed such offset as
is permitted under Section 409A of the Code. Neither the Company nor any affiliate or subsidiary
of the Company shall be liable in any manner for or subject to the debts, contracts, liabilities,
torts or engagements of any person who has a Deferred Stock Account or a Total Deferred Cash
Account maintained on his behalf under the Plan.



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	5.3.	 	   NO SPOUSAL RIGHTS





Except as required by law or specifically provided by the Plan, no spouse or surviving spouse of a
Participant and no person designated to be a Beneficiary shall have any rights or interest in the
accounts accumulated under the Plan including, but not limited to, the right to be the sole
Beneficiary or to consent to the Participant’s designation of Beneficiary.




	5.4.	 	   INCAPACITY OF RECIPIENT





In the event a Participant 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 Vested
Deferred Stock Account and any Vested Total Deferred Cash Account under the Plan to which such
Participant, 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 or
Beneficiary is unable to manage his financial affairs, the Administrator may direct the Company to
make distribution(s) from the Vested Deferred Stock Account and any Vested Total Deferred Cash
Account maintained on behalf of such Participant or Beneficiary to any one or more of the spouse,
lineal ascendants or descendants or other closest living relatives of such Participant or
Beneficiary who demonstrates to the satisfaction of the Administrator the propriety of making such
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.




	5.5.	 	   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 or Beneficiary’s interest under the Plan resulting from any
misstatement of fact made by the Participant or Beneficiary, directly or indirectly, to the Company
or to the Administrator and used by it in determining the Participant’s or Beneficiary’s Plan
interest. Neither the Company nor the Administrator shall be obligated or required to increase the
Plan interest of any such Participant 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 or Beneficiary which is overstated by reason of any such misstatement shall be reduced
to the amount appropriate in view of accurate facts.




	5.6.	 	   OVERPAYMENTS





If a payment or a series of payments made from the Plan is found to be greater than the payment(s)
to which a Participant 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, suspend or reduce future payments to such Participant or Beneficiary or exercise such
legal or equitable remedies as it deems appropriate to correct the overpayment.




	5.7.	 	   UNCLAIMED BENEFIT





In the event that any amount determined to be payable to a Participant or Beneficiary hereunder
remains unclaimed by such Participant 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 or Beneficiary subsequently appears and files a claim for payment in
accordance with Article Three and such claim is fully or partially successful, the liability under
the Plan for an amount equal to the successful claim shall be reinstated.




	5.8.	 	   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



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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 or
Beneficiary shall be deemed delivered to a Participant 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.




	5.9.	 	     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.




	5.10.	 	   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.




	5.11.	 	   GOVERNING LAW





The Plan is established under and will be construed according to the laws of the Commonwealth of
Pennsylvania.




	5.12.	 	   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.




	5.13.	 	   CONSTRUCTION





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.



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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APPENDIX A




ERIE INDEMNITY COMPANY

DEFERRED COMPENSATION PLAN

FOR OUTSIDE DIRECTORS




Accounts Earned and Vested On or Before December 31, 2004




ARTICLE ONE




INTRODUCTION




This Appendix A incorporates the provisions of the Plan as it relates to Deferred Stock Accounts
and Total Deferred Cash Accounts that were earned and vested on or before December 31, 2004,
without material modifications to the terms of the Plan after October 3, 2004. The provisions of
this Appendix A shall apply in determining the rights and features of such accounts.



ARTICLE TWO




DEFINITIONS




When the following words or phrases are used in this Appendix A with initial capital letters, they
shall have the following meanings:



2.1 “Administrator” is a term that is defined in Article Two of the Basic Plan Document.



2.2 “Amendment Form” shall mean the Amendment Form described in Section 8.3.



2.3 “Annual Share Credit” shall mean the Share Credit addition determined under Section 7.2.



2.4 “Beneficiary” is a term that is defined in Article Two of the Basic Plan Document.



2.5 “Board” is a term that is defined in Article Two of the Basic Plan Document.



2.6 “Board Compensation” shall mean the remuneration, expressed in terms of a cash amount,
earned by a Director for service on the Board including, without limitation, a retainer, meeting
fees and chairperson’s fees.



2.7 “Board Tenure Year” shall mean the period which, in reference to any given calendar
year, begins on the date of the Company’s annual shareholder meeting held in such year and ends on
the day before the Company’s annual shareholder meeting held in the immediately following calendar
year.



2.8 “Committee” shall mean the Executive Compensation and Development Committee of the
Board or its successor, as designated by the Board.



2.9 “Common Stock” shall mean the Class A common stock of the Company.



2.10 “Company” is a term that is defined in Article Two of the Basic Plan Document.



2.11 “Deferred Compensation Account” shall mean the bookkeeping account described in Section 4.2.



2.12 “Deferred Stock Account” shall mean the bookkeeping account described in Article Seven.



2.13 “Director” is a term that is defined in Article Two of the Basic Plan Document.



2.14 “Dividend Equivalent Credit” shall mean the Share Credit addition determined under Section 7.3.



2.15 “Election Form” shall mean the Participation Election Form described in Section 3.2.



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2.16 “Employee” is a term that is defined in Article Two of the Basic Plan Document.



2.17 “Hypothetical Interest” shall mean the gains and losses credited to a Participant’s
Deferred Compensation Account and/or Retirement Plan Transfer Account in accordance with Article
Six.



2.18 “Outside Director” shall mean a Director who was not an Employee or officer of the
Company, its affiliates or subsidiaries.



2.19 “Participant” shall mean each Outside Director who participated in the Plan in
accordance with the terms and conditions of this Appendix A. Participant shall also include a
former Outside Director who had become a Participant during his period of active Board service and
on whose behalf the Administrator is maintaining a Deferred Stock Account and/or a Total Deferred
Cash Account pursuant to the terms of this Appendix A.



2.20 “Plan” is a term that is defined in Article Two of the Basic Plan Document.



2.21 “Retirement Plan” shall mean the Erie Indemnity Company Retirement Plan for Outside
Directors, effective as of January 1, 1991 and as amended thereafter.



2.22 “Retirement Plan Transfer Account” shall mean the bookkeeping account described in
Section 5.3.



2.23 “Retirement Plan Transfer Credit” shall mean the contribution credit determined under
Section 5.1.



2.24 “Retirement Plan Transfer Vesting Date” shall mean the date on which a Participant
officially stops serving on the Board for reasons other than the Participant’s death, provided such
date follows the Participant’s attainment of age 65 and completion of five Years of Board Service.



2.25 “Share Credit” shall mean the separate, identifiable units accumulated within a
Participant’s Deferred Stock Account attributable to Annual Share Credits and Dividend Equivalent
Credits.



2.26 “Share Credit Allocation Date” shall mean, with respect to any Board Tenure Year, the
business day next following the first day of such Board Tenure Year; provided, however, that in
reference to any individual who became an Outside Director on any day other than the first day of a
given Board Tenure year, the Share Credit Allocation Date relative to such year shall mean the
business day next following the day on which the individual became an Outside Director.



2.27 “Total Deferred Cash Account” shall mean the sum of the amounts credited under any
Deferred Compensation Account and any Retirement Plan Transfer Account maintained on behalf of a
Participant.



2.28 “Valuation Date” shall mean the close of business as of each business day.



2.29 “Vested” shall mean, as of any given date, the portion of the Deferred Stock Account
and/or the Total Deferred Cash Account maintained on behalf of a Participant which is then 100%
vested and nonforfeitable, as determined under Sections 4.2, 5.3, and Article Seven.



2.30 “Year of Board Service” shall mean each Board Tenure Year during which a Director has
served on the Board, including, for Directors on the Board as of May 1, 1997, all Years of Board
Service prior to the adoption of the Plan.



ARTICLE THREE




PARTICIPATION





	3.1	 	ELIGIBILITY AND PARTICIPATION






	 	a)	 	Effective as of May 1, 2002, all Outside Directors then in Board service who were not
yet Participants became Participants in the Plan. Any individual who became an Outside
Director after May 1, 2002 and before January 1, 2005 began participation in the Plan as of
the Share Credit Allocation Date next




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	 	 	 	following the date as of which the individual became an Outside Director. As a condition of
participation, each Outside Director delivered to the Administrator properly completed and
executed elections as described in Section 3.2.
	 
	 	b)	 	Each Outside Director was eligible to participate in the Board Compensation deferral
provisions of the Plan and may have chosen to defer Board Compensation in accordance with
the provisions of Section 4.1.






	3.2	 	PARTICIPATION ELECTION FORM





An Outside Director delivered to the Administrator the following elections, to the extent
applicable to such Director, made on such Election Form or Forms as the Administrator, in its
discretion, prescribed:




	 	a)	 	The method by which amounts credited to the Participant’s
Deferred Stock Account and, separately, any Total Deferred Cash Account
are to be paid;	 
	 
	 	b)	 	The date, following the Participant’s official termination of
service on the Board, as of which payment of amounts credited to the
Participant’s Deferred Stock Account and, separately, any Total
Deferred Cash Account is to occur (in the event of a lump sum
distribution) or commence (in the event of distribution in
installments); and
	 
	 	c)	 	The Beneficiary to whom payments of amounts credited to the
Participant’s Deferred Stock Account and any Total Deferred Cash
Account will be made in the event of the Participant’s death.





In addition, an Outside Director on whose behalf a Total Deferred Cash Account is being maintained
also completed and delivered to the Administrator the investment designation described in
Section 6.2.



The elections under paragraphs (a) and (b) shall be irrevocable except as provided in Section 8.3.
The election under paragraph (c) may be changed as provided in Section 2.2 of the Basic Plan
Document.



ARTICLE FOUR




BOARD COMPENSATION DEFERRED





	4.1	 	DEFERRED COMPENSATION ELECTION





A Participant who is an Outside Director may have elected to defer Board Compensation for a given
calendar year beginning before January 1, 2005 by delivering a properly completed and executed
Election Form to the Administrator by the end of the calendar year which precedes the given
calendar year in which the election is to be effective. Such Election Form stated, in 10%
increments from 10% to 100%, the percentage of Board Compensation to be deferred. Such deferral
election was irrevocable as of the January 1 of the calendar year to which the election applies.
Such deferral election terminated as to all Board Compensation earned after such calendar year.




	4.2	 	DEFERRED COMPENSATION ACCOUNT





A Deferred Compensation Account was established for each Outside Director who properly completed,
executed, and delivered an Election Form on which he elected to defer Board Compensation. The
Board Compensation which each Participant deferred for calendar years beginning before January 1,
2005 and Hypothetical Interest earned on such Board Compensation (as provided in Section 6.1) is
credited to this Deferred Compensation Account. Board Compensation deferred under this Section 4.2
was credited to the Participant’s Deferred Compensation Account as of the date such compensation
would otherwise have been payable to the Participant. A Participant’s Deferred Compensation
Account shall be kept only for bookkeeping and accounting purposes and no Company funds shall be
transferred or designated to this account. A Participant’s interest in the Deferred Compensation
Account maintained on his behalf shall be Vested at all times.



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ARTICLE FIVE




TRANSFER OF RETIREMENT PLAN CREDIT





	5.1	 	RETIREMENT PLAN TRANSFER ELECTION






	 	a)	 	The Company has recorded a contribution credit under the Plan on behalf of each Outside
Director who satisfied the criteria set forth in paragraph (b) of this Section 5.1. Such
contribution credit is referred to herein as the Retirement Plan Transfer Credit, was
recorded as of December 31, 1997 and, except as provided in Section 6.1(b), was equal to
the amount individually determined under Section 5.2.
	 
	 	b)	 	An Outside Director was entitled to a Retirement Plan Transfer Credit if:






	 	(i)	 	The Outside Director was an Outside Director on May 1, 1997; and
	 
	 	(ii)	 	During the period beginning June 17, 1997 and ending August 1, 1997, the
Outside Director elected to have the Retirement Plan Transfer Credit recorded on his
behalf under the Plan in lieu of any continuing interest under the Retirement Plan.






	5.2	 	RETIREMENT PLAN TRANSFER CREDIT






	 	a)	 	The Retirement Plan Transfer Credit with respect to an Outside Director who satisfied
the criteria set forth in Section 5.1 was the actuarial present value (as defined in
paragraph (b) below) of the retirement benefit accrued by the Outside Director under the
Retirement Plan as of May 1, 1997.
	 
	 	b)	 	For purposes of this Section 5.2, “actuarial present value” shall mean the single sum
value of a retirement benefit, determined as of May 1, 1997, by using the 1983 Group
Annuity Mortality Table (50% male/50% female) and an interest rate of seven percent.






	5.3	 	RETIREMENT PLAN TRANSFER ACCOUNT





A Retirement Plan Transfer Account has been established for each Outside Director described in
Section 5.1(b). The Retirement Plan Transfer Credit and Hypothetical Interest earned on such
Retirement Plan Transfer Credit shall be recorded in this Retirement Plan Transfer Account. A
Participant’s Retirement Plan Transfer Account shall be kept only for bookkeeping and accounting
purposes and no Company funds shall be transferred or designated to this account. Notwithstanding
any provision of the Plan to the contrary, a Participant’s interest in the Retirement Plan Transfer
Account maintained on his behalf shall be forfeited in its entirety in the event the Participant’s
service as a Director is terminated for any reason (including death) prior to the Participant’s
attainment of his Retirement Plan Transfer Vesting Date. Upon attainment of his Retirement Plan
Transfer Vesting Date, a Participant’s interest in such Retirement Plan Transfer Account shall
become Vested. For purposes of this Appendix A, a Retirement Plan Transfer Account shall be
maintained hereunder with respect to any Outside Director described in Section 5.1 who has also
attained his Retirement Plan Transfer Vesting Date on or before December 31, 2004. With respect to
any other Outside Director described in Section 5.1, the Retirement Plan Transfer Account shall be
maintained pursuant to the provisions of Appendix B.



ARTICLE SIX




CREDITS TO PARTICIPANT TOTAL DEFERRED CASH ACCOUNTS

EARNED AND VESTED ON OR BEFORE DECEMBER 31, 2004





	6.1	 	HYPOTHETICAL INTEREST






	 	a)	 	The Total Deferred Cash Account maintained on behalf of a Participant under this
Appendix A is credited with Hypothetical Interest. The Hypothetical Interest is credited
as of each Valuation Date on the amount credited to the Participant’s Total Deferred Cash
Account on such Valuation Date in accordance with the valuation procedure adopted by the
Administrator. The Hypothetical Interest credited to each Total




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	 	 	 	Deferred Cash Account is determined by the Administrator and computed in reference to the
appreciation or depreciation experienced since the immediately preceding Valuation Date by
the hypothetical investment funds which the Administrator may offer to Participants under
Section 6.2. For any given period, Hypothetical Interest may be a positive or a negative
figure. The crediting of Hypothetical Interest shall occur so long as there is a balance in
the Participant’s Total Deferred Cash Account regardless of whether the Participant has
terminated service with the Board or has died. The Administrator may prescribe any
reasonable method or procedure for the accounting of Hypothetical Interest.
	 
	 	b)	 	Notwithstanding any provision of this Article Six to the contrary:






	 	(i)	 	The Retirement Plan Transfer Credit, determined under Section 5.2 and recorded
as of December 31, 1997 on behalf of an Outside Director described in Section 5.1(b),
was increased with Hypothetical Interest for the period beginning on May 1, 1997 and
ending on December 31, 1997; and
	 
	 	(ii)	 	For purposes of subparagraph (i) above, “Hypothetical Interest” was in
reference to the interest, compounded on a daily basis, at the rate or rates in effect
during the period beginning on May 1, 1997 and ending December 31, 1997, as declared by
the Board of Directors of Erie Family Life Insurance Company on the Erie Family Life
Insurance Company deposit administration group annuity contract held by the trustee of
the Erie Insurance Group Employee Savings Plan.






	6.2	 	PARTICIPANT INVESTMENT DESIGNATION






	 	a)	 	A Participant (and any Outside Director first electing to participate in the Plan) may
have designated on such form or forms satisfactory to the Administrator, that portion of
his future deferred compensation and, separately, that portion of any existing Total
Deferred Cash Account maintained on his behalf which were to be credited with Hypothetical
Interest in reference to each of the hypothetical investment funds that were offered by the
Administrator, in the discretion of the Administrator. Such designations specified, in 1%
increments, the percentages to be credited in reference to each of the hypothetical
investment funds offered. Such designations may remain in effect until the Participant
submits a new designation within such times and in accordance with such means as are
designated by the Administrator. New designations are made as to (i) future deferred
compensation and/or (ii) any existing Total Deferred Cash Account, provided that separate
designations as to the crediting of a Deferred Compensation Account and a Retirement Plan
Transfer Account are not available. All new designations are effective as of a given date
specified by the Administrator. In the event a Participant fails to make an effective
designation under this paragraph (a), the Administrator, acting in its discretion, shall
make such designation on behalf of the Participant.
	 
	 	b)	 	In accepting participation in the Plan, a Participant agreed on behalf of himself and
his Beneficiary to assume all risk in connection with any decrease in value of the
hypothetical investment funds in reference to which Hypothetical Interest is credited to
the Participant’s Total Deferred Cash Account. The Company and the Administrator shall not
be liable to any Participant or Beneficiary for the under-performance of any hypothetical
investment fund offered under the Plan.
	 
	 	c)	 	The Administrator may, in its discretion, offer additional hypothetical investment
funds to Participants and may cease to offer any such fund at such time as it deems
appropriate. In the event the Administrator decides to discontinue offering a hypothetical
investment fund under the Plan, those Participants on whose behalf Hypothetical Interest is
then being credited on the basis of the discontinued hypothetical investment fund may be
required, at the discretion of the Administrator, to have affected amounts consolidated
with (or “mapped” to) a replacement hypothetical investment fund selected by the
Administrator or may be required to designate, from such selection of hypothetical funds as
may be offered by the Administrator, a hypothetical fund or funds as a replacement for the
hypothetical investment fund being discontinued. Any such designation by a Participant
shall be made in accordance with paragraph (a) above. Hypothetical Interest credited on
behalf of any Participant who is affected by the discontinuation of a hypothetical
investment fund but who fails to make any replacement designation offered in this paragraph
(c) shall mirror, to the extent of the Participant’s interest in such discontinued fund,
such hypothetical investment fund or funds as the Administrator may choose in its
discretion. Any changes under this paragraph (c) shall take effect at such times and under
such rules as shall be established by the Administrator.




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	 	d)	 	Notwithstanding any provision of the Plan to the contrary, the eligibility of a
Participant to make any designation under this Section 6.2 shall not be construed as to
provide any Participant or any other person with a beneficial ownership interest in any
assets of the Company or an affiliated company or subsidiary. Title to and beneficial
ownership of any assets which the Company may earmark to pay the contingent deferred
compensation hereunder shall at all times remain in the Company, affiliated company or
subsidiary. The Participant, his Beneficiary and any heirs, successors or assigns shall
not have any legal or equitable right, interest or control over or any property interest
whatsoever in any specific assets of the Company or any affiliated company or subsidiary on
account of having an interest under the Plan. Any and all of the Company’s assets, and any
life insurance policies, annuity contracts or the proceeds therefrom which may be acquired
by the Company shall be, and remain, the general unpledged, unrestricted assets of the
Company. In no event shall the Company be required to purchase any specific shares or
interest in any investment fund.






	6.3	 	STATEMENTS





Statements will be sent to each Participant as to the balance of his Total Deferred Cash Account at
least once each calendar year.



ARTICLE SEVEN




CREDITING OF DEFERRED STOCK





	7.1	 	DEFERRED STOCK ACCOUNT





A Deferred Stock Account shall be maintained under the terms of this Appendix on behalf of any
applicable Outside Director to reflect the amounts credited on such Director’s behalf under
Sections 7.2 and 7.3 that were earned and vested on or before December 31, 2004, and the future
earnings on such amounts. With respect to amounts credited to an Outside Director that are earned
or become vested on or after January 1, 2005, a Deferred Stock Account shall be maintained pursuant
to the provisions of Appendix B. A Participant’s Deferred Stock Account shall be kept only for
bookkeeping and accounting purposes and no Company funds or property shall be transferred or
designated to this account. Statements will be sent to each Participant as to the balance of his
Deferred Stock Account at least once each calendar year.




	7.2	 	ANNUAL SHARE CREDIT





With respect to each Board Tenure Year during which the Director is an Outside Director, the
Deferred Stock Account maintained on such Participant’s behalf was credited with an Annual Share
Credit, effective as of the Share Credit Allocation Date. For any given Board Tenure Year, the
Annual Share Credit made to an Outside Director’s Deferred Stock Account was equal to the quotient
obtained by dividing a cash amount determined by the Board for the given year by the closing price
of Common Stock on the Share Credit Allocation Date. A Participant’s interest in the Annual Share
Credit attributable to any given Board Tenure Year vested in accordance with the following
schedule:



	 	 	 	 	 	 	 
	 	 	 	 	Vested Percentage in that
	 	 	Date of Retirement or	 	Year’s Annual Share
	 	 	Termination of Board Service	 	Credit
	 
	 	 	 	 	 	 
	 

	 	Before last day of third full month of given Board Tenure Year
	 	 	0	%
	 
	 	 	 	 	 	 
	 

	 	After last day of third full month of given Board Tenure Year
but before last day of sixth full month of given Board Tenure
Year
	 	 	25	%
	 
	 	 	 	 	 	 
	 

	 	After last day of sixth full month of given Board Tenure Year
but before last day of ninth full month of given Board Tenure
Year
	 	 	50	%
	 
	 	 	 	 	 	 
	 

	 	After last day of ninth full month of given Board Tenure Year
but before the earlier of (i) the twelfth full month of given
Board Tenure Year or (ii) the date
	 	 	75	%






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	 	 	 	 	Vested Percentage in that
	 	 	Date of Retirement or	 	Year’s Annual Share
	 	 	Termination of Board Service	 	Credit
	 
	 	 	 	 	 	 
	 

	 	on which begins the
immediately following Board Tenure Year.	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	On or after the earlier of (i) the twelfth full month of
given Board Tenure Year or (ii) the date on which begins the
immediately following Board Tenure Year.
	 	 	100	%







	7.3	 	DIVIDEND EQUIVALENT CREDIT





For each quarterly period (i) with respect to which a dividend is paid on Common Stock, and (ii) in
which there is a balance in the Deferred Stock Account maintained on behalf of a Participant as of
the record date applicable to the dividend paid on Common Stock (regardless of whether the
Participant has terminated service with the Board or has died), a Participant’s Deferred Stock
Account shall be credited with a Dividend Equivalent Credit. The Dividend Equivalent Credit for
any such quarterly period shall be credited as of the date on which the dividend is paid on Common
Stock for such quarterly period. For any such applicable quarterly period, the Dividend Equivalent
Credit made to a Participant’s Deferred Stock Account shall be determined as follows:




	 	a)	 	A dividend credit is determined, expressed in cash, equal to the product of:






	 	(i)	 	The dividend payable by the Company on one share of Common Stock for such
quarterly period; and
	 
	 	(ii)	 	The number of accumulated Share Credits credited to the Participant’s Deferred
Stock Account as of the Common Stock dividend record date applicable to such quarterly
period.






	 	b)	 	The dividend credit determined in paragraph (a) above will immediately be converted
into a Share Credit by dividing such cash dividend credit by the closing price of Common
Stock on the date on which the dividend is paid on Common Stock for such quarterly
period.





A Participant’s interest in the Share Credits attributable to Dividend Equivalent Credits shall be
Vested at all times.




	7.4	 	AGGREGATION OF PARTIAL SHARE CREDITS





Effective as of each Share Credit Allocation Date and each Common Stock dividend record date with
respect to which Dividend Equivalent Credits are made, any partial Share Credits then credited to a
Participant’s Deferred Stock Account shall be aggregated in such manner as the Administrator shall
provide to constitute full Share Credits.




	7.5	 	ADJUSTMENT TO SHARE CREDITS





Share Credits maintained on behalf of a Participant hereunder shall be subject to appropriate
adjustment by the Administrator in the event of changes in the outstanding Common Stock by reason
of stock dividends, stock splits, recapitalizations, reorganizations, mergers, consolidations,
combinations, exchanges, or other relevant changes in capitalization occurring after the date Share
Credits are credited hereunder.



ARTICLE EIGHT




PAYMENT OF DEFERRED STOCK ACCOUNT AND

TOTAL DEFERRED CASH ACCOUNT





	8.1	 	PAYMENT 





The Company shall pay a Participant the amounts represented by the balances credited to the
Participant’s Vested Deferred Stock Account and Vested Total Deferred Cash Account after the
Participant’s termination of services with the Board. Except as otherwise provided in this Article
Eight, such payment shall be made according to the method and at the times selected by the
Participant in his Election Form or, if applicable, in the most recent, properly executed and
effective Amendment Form(s) which the Participant has delivered to the Administrator prior to the
Participant’s termination of Board service. A Participant may make independent elections under
this Article Eight



178









 







applicable to (i) the Vested Deferred Stock Account maintained on his behalf and (ii) the Vested
Total Deferred Cash Account maintained on his behalf.




	8.2	 	METHODS OF PAYMENT






	 	a)	 	A Participant may elect one of the following methods of payment for the amounts
represented by his Vested Deferred Stock Account:






	 	(i)	 	A lump sum distribution; or
	 
	 	(ii)	 	Payments in approximately equal annual installments for a period not
to exceed 10 years.






	 	 	 	Payments of the distributable amount represented by all or a portion of the balance in the
Participant’s Vested Deferred Stock Account will be made in shares of Common Stock equal to
the number of full Share Credits comprising the distributable amount that are then credited
to the Participant’s Vested Deferred Stock Account, with fractional Share Credits comprising
the distributable amount payable in cash.
	 
	 	b)	 	A Participant may elect any one of the following methods of payment for the amounts
represented by his Vested Total Deferred Cash Account:






	 	(i)	 	A lump sum distribution;
	 
	 	(ii)	 	Payment in approximately equal annual installments for a period not to
exceed 10 years; or
	 
	 	(iii)	 	Payment in approximately equal monthly installments for a period not
to exceed 10 years.






	 	 	 	Payments of the distributable amount represented by all or a portion of the balance
in the Participant’s Vested Total Deferred Cash Account shall be made in cash.
	 
	 	c)	 	In the event the Participant dies before receiving the entire distribution to which he
is entitled under the Plan, the provisions of Section 8.4 shall apply.






	8.3	 	AMENDMENT TO PAYMENT ELECTION





A Participant who is an active Director may request to defer the date at which payment of the
amount represented by his Vested Deferred Stock Account and/or Vested Total Deferred Cash Account
will occur (or commence) and may request a change in his elected method of payment by submitting a
properly completed and executed Amendment Form to the Administrator which indicates the period of
additional deferral and/or the desired method of payment; provided, however:




	 	a)	 	Such request of additional deferral or alternative method of payment shall
be subject to the Administrator’s power, to be exercised at the Administrator’s
discretion, to direct that payment of the amount represented by the
Participant’s Vested Deferred Stock Account and/or Vested Total Deferred Cash
Account will occur or commence, or will be paid under a method, in accordance
with the Participant’s election(s) on a previously delivered Amendment Form or
on the Participant’s Election Form; and
	 
	 	b)	 	In no event shall any requested additional deferral or alternative method
of payment become effective unless the Amendment Form evidencing such request
is submitted to, and approved by, the Administrator at least twelve months
prior to the date payment of the amount represented by the Vested Deferred
Stock Account and/or Vested Total Deferred Cash Account would otherwise have
occurred or commenced under the Election Form or Amendment Form in effect on
the date the Participant requests the additional deferral or alternative method
of payment.




179









 












	 	 	A Participant may make separate requests under this Section 8.3 applicable to the Vested
Deferred Stock Account maintained on his behalf and to any Total Deferred Cash Account
maintained on his behalf.
	 
	8.4	 	PAYMENT UPON DEATH OF PARTICIPANT






	 	a)	 	In the event of a Participant’s death prior to his Retirement Plan Transfer Vesting
Date, the amount represented by the Participant’s Deferred Compensation Account and the
amount represented by the Participant’s Vested Deferred Stock Account (or, if the
Participant had begun payment prior to death, the remaining balance of such accounts) shall
be paid by the Company to the Participant’s Beneficiary or Beneficiaries as soon as
practicable in the form of a lump sum. Any amount represented by the balance credited to
the Participant’s Retirement Plan Transfer Account shall be forfeited upon the
Participant’s death.
	 
	 	b)	 	In the event of a Participant’s death on or after his Retirement Plan Transfer Vesting
Date, the amount represented by the Participant’s Vested Deferred Stock Account and the
amount represented by the Participant’s Vested Total Deferred Cash Account (or, if the
Participant had begun payment prior to death, the remaining balance of such accounts) shall
be paid by the Company to the Participant’s Beneficiary or Beneficiaries as soon as
practicable in the form of a lump sum.
	 
	 	c)	 	Payment of the distributable amount represented by the deceased Participant’s Vested
Deferred Stock Account will be made in shares of Common Stock equal to the number of full
Share Credits credited to such account as of the payment date, with fractional Share
Credits payable in cash.






	8.5	 	EMERGENCY CIRCUMSTANCES





Notwithstanding any other provision of this Plan, if the Committee determines, after consideration
of a Participant’s application, that the Participant has a financial necessity of such a
substantial nature that a current payment of compensation deferred under this Plan is warranted,
the Committee may in its sole and absolute discretion direct that all or a portion of the
Participant’s Vested Deferred Compensation Account balance be paid to him. The payment shall be
made in the manner and at the times specified by the Committee for payment; provided, however, such
payment shall not be in excess of that amount which is, in the discretion of the Committee,
required to satisfy the financial necessity. In making determinations under this Section 8.5, no
member of the Committee shall vote with respect to any application made by the Committee member
under this Section.



ARTICLE NINE




CONSTRUCTION




This Appendix A is intended to memorialize the provisions of the Plan as it pertains to
grandfathered amounts within the meaning of guidance promulgated by the Internal Revenue Service
pursuant to Section 409A of the Internal Revenue Code of 1986, as amended. As a result, the
Administrator shall interpret and construe the terms of this Appendix A so as to preserve the
status of these amounts as grandfathered amounts under such guidance. References, or cross
references to an identified Article, Section, or specific part thereof, shall refer to such
Article, Section (or part) of this Appendix A, unless otherwise qualified by the context.




180











 





APPENDIX B




ERIE INDEMNITY COMPANY

DEFERRED COMPENSATION PLAN

FOR OUTSIDE DIRECTORS




Accounts Not Earned and Vested On or Before December 31, 2004




ARTICLE ONE




INTRODUCTION



This Appendix B incorporates the provisions of the Plan as it relates to Deferred Stock Accounts
and Total Deferred Cash Accounts other than such accounts that were earned and vested on or before
December 31, 2004, without material modifications to the terms of the Plan after October 3, 2004.
The provisions of this Appendix B shall apply in determining the rights and features of such
accounts and is generally effective as of January 1, 2009.




ARTICLE TWO




DEFINITIONS



When the following words or phrases are used in this Appendix B with initial capital letters, they
shall have the following meanings:



2.1 “Administrator” is a term that is defined in Article Two of the Basic Plan Document.



2.2 “Affiliate” 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).



2.3 “Amendment Form” shall mean the Amendment Form described in Section 8.6. An Amendment
Form may be in paper and/or electronic form, as designated by the Administrator.



2.4 “Annual Share Credit” shall mean the Share Credit addition determined under Section 7.2.



2.5 “Beneficiary” is a term that is defined in Article Two of the Basic Plan Document.



2.6 “Board” is a term that is defined in Article Two of the Basic Plan Document.



2.7 “Board Compensation” shall mean the remuneration, expressed in terms of a cash amount,
earned by a Director for service on the Board including, without limitation, a retainer, meeting
fees and chairperson’s fees.



2.8 “Board Tenure Year” shall mean the period which, in reference to any given calendar
year, begins on the date of the Company’s annual shareholder meeting held in such year and ends on
the day before the Company’s annual shareholder meeting held in the immediately following calendar
year.



2.9 “Committee” shall mean the Executive Compensation and Development Committee of the
Board, or its successor, as designated by the Board.



2.10 “Common Stock” shall mean the Class A common stock of the Company.



2.11“Company” is a term that is defined in Article Two of the Basic Plan Document.



2.12 “Deferred Compensation Account” shall mean the bookkeeping account described in Section 4.2.





181









 







2.13 “Deferred Stock Account” shall mean the bookkeeping account described in Article Seven.



2.14 “Director” is a term that is defined in Article Two of the Basic Plan Document.



2.15 “Dividend Equivalent Credit” shall mean the Share Credit addition determined under Section 7.3.



2.16 “Election Form” shall mean the Participation Election Form described in Section 3.2.
An Election Form may be in paper and/or electronic form, as designated by the Administrator.



2.17 “Employee” is a term that is defined in Article Two of the Basic Plan Document.



2.18 “Hypothetical Interest” shall mean the gains and losses credited to a Participant’s
Deferred Compensation Account and/or Retirement Plan Transfer Account in accordance with Article
Six.



2.19 “Outside Director” shall mean a Director who is not an Employee or officer of the
Company or an Affiliate.



2.20 “Participant” shall mean each Outside Director who participates in the Plan in
accordance with the terms and conditions of this Appendix B. Participant shall also include a
former Outside Director who had become a Participant during his period of active Board service and
on whose behalf the Administrator is maintaining a Deferred Stock Account and/or a Total Deferred
Cash Account pursuant to the terms of this Appendix B.



2.21 “Plan” is a term that is defined in Article Two of the Basic Plan Document.



2.22 “Retirement Plan” shall mean the Erie Indemnity Company Retirement Plan for Outside
Directors, effective as of January 1, 1991 and as amended thereafter.



2.23 “Retirement Plan Transfer Account” shall mean the bookkeeping account described in
Section 5.3.



2.24 “Retirement Plan Transfer Credit” shall mean the contribution credit determined under
Section 5.1.



2.25 “Retirement Plan Transfer Vesting Date” shall mean the date on which a Participant
officially stops serving on the Board for reasons other than the Participant’s death, provided such
date follows the Participant’s attainment of age 65 and completion of five Years of Board Service.



2.26 “Separation from Board Service” shall mean the complete cessation of services as a
member of the Board and of the board of directors of any Affiliate.



2.27 “Share Credit” shall mean the separate, identifiable units accumulated within a
Participant’s Deferred Stock Account attributable to Annual Share Credits and Dividend Equivalent
Credits.



2.28 “Share Credit Allocation Date” shall mean, with respect to any Board Tenure Year, the
business day next following the first day of such Board Tenure Year; provided, however, that in
reference to any individual who becomes an Outside Director on any day other than the first day of
a given Board Tenure year, the Share Credit Allocation Date relative to such year shall mean the
business day next following the day on which the individual becomes an Outside Director.



2.29 “Total Deferred Cash Account” shall mean the sum of the amounts credited under any
Deferred Compensation Account and any Retirement Plan Transfer Account maintained on behalf of a
Participant.



2.30 “Valuation Date” shall mean the close of business as of each business day.



2.31 “Vested” shall mean, as of any given date, the portion of the Deferred Stock Account
and/or the Total Deferred Cash Account maintained on behalf of a Participant which is then 100%
vested and nonforfeitable, as determined under Sections 4.2, 5.3, and Article Seven.




182









 







2.32 “Year of Board Service” shall mean each Board Tenure Year during which a Director has
served on the Board, including, for Directors on the Board as of May 1, 1997, all Years of Board
Service prior to the adoption of the Plan.




ARTICLE THREE




PARTICIPATION





	3.1	 	ELIGIBILITY AND PARTICIPATION






	 	a)	 	Any individual who becomes an Outside Director shall participate in the Plan as of the
Share Credit Allocation Date next following the date as of which the individual becomes an
Outside Director. As a condition of participation, each Outside Director shall deliver to
the Administrator properly completed and executed elections as described in Section 3.2.
	 
	 	b)	 	Each Outside Director is eligible to participate in the Board Compensation deferral
provisions of the Plan and may choose to defer Board Compensation in accordance with the
provisions of Section 4.1.






	3.2	 	PARTICIPATION ELECTION FORM




An Outside Director shall deliver to the Administrator the following elections, to the extent
applicable to such Director, to be made on such Election Form or Forms as the Administrator, in its
discretion, shall prescribe:





	 	a)	 	The method by which amounts credited to the Participant’s Deferred
Stock Account are to be paid;	 
	 
	 	b)	 	The date, following the Participant’s Separation from Board Service, as
of which payment of amounts credited to the Participant’s Deferred Stock
Account is to occur (in the event of a lump sum distribution) or commence
(in the event of distribution in installments);
	 
	 	c)	 	The Beneficiary to whom payments of amounts credited to the
Participant’s Deferred Stock Account will be made in the event of the
Participant’s death; and
	 
	 	d)	 	If the Outside Director chooses to defer Board Compensation in
accordance with the provisions of Section 4.1:






	 	(i)	 	The percentage of Board Compensation to be deferred for
the calendar year to which the election applies;	 
	 
	 	(ii)	 	The method by which amounts credited to the
Participant’s Total Deferred Cash Account are to be paid;
	 
	 	(iii)	 	The date, following the Participant’s Separation from
Board Service, as of which payment of amounts credited to the
Participant’s Total Deferred Cash Account is to occur (in the event
of a lump sum distribution) or commence (in the event of a
distribution in installments);
	 
	 	(iv)	 	The Beneficiary to whom payments of amounts credited to
the Participant’s Total Deferred Cash Account will be made in the
event of the Participant’s death; and
	 
	 	(v)	 	The investment designation described in Section 6.2.




The elections under paragraphs (a) and (b) above shall be delivered to the Administrator within 30
days after first becoming a Participant under Section 3.1(a) and shall be irrevocable except as
provided in Section 8.6. The elections under paragraph (c) and subparagraph (d)(iv) above are
subject to the provisions of Section 2.2 of the


183









 






Basic Plan Document. The election under subparagraph (d)(i) shall be delivered to the
Administrator within 30 days after first becoming a Participant under Section 3.1(a) and shall be
irrevocable for the calendar year of the election, except as provided in Section 4.1(c) or 4.1(d).
The elections under subparagraphs (d)(ii) and (d)(iii) above shall be delivered to the
Administrator within 30 days after first becoming a Participant under Section 3.1(a) and shall be
irrevocable except as provided in Section 8.6. The election under subparagraph (d)(v) above may be
made and changed as provided in Section 6.2.




ARTICLE FOUR




BOARD COMPENSATION DEFERRED





	4.1	 	DEFERRED COMPENSATION ELECTION






	 	a)	 	Initial Deferral Election. A Participant who is an Outside Director may
elect to defer Board Compensation for a given calendar year by delivering a properly
completed and executed Election Form to the Administrator as provided in Section
3.2(d)(i). Such Election Form shall state, in 10% increments from 0% to 100%, the
percentage of Board Compensation the Outside Director chooses to defer that is
attributable to services performed after the election is delivered. Except as provided in
paragraphs (c) and (d) below, such deferral election shall be irrevocable as of the date
the election is delivered to the Administrator, as applicable to such future Board
Compensation attributable to the calendar year to which the election applies. Such
deferral election shall automatically terminate as to all Board Compensation after such
calendar year.
	 
	 	b)	 	Subsequent Deferral Elections. With respect to any calendar years beginning
after the year an Outside Director first becomes a Participant under Section 3.1(a), the
Participant may elect to defer Board Compensation attributable to services performed in
such year by delivering a properly completed and executed Election Form to the
Administrator by the end of the calendar year which immediately precedes the calendar year
for which the election is to be effective. Such Election Form shall state, in 10%
increments from 0% to 100%, the percentage of Board Compensation the Outside Director
chooses to defer that is attributable to services performed in the calendar year for which
the election is to be effective. Except as provided in paragraphs (c) or (d) below, such
deferral election shall be irrevocable as of the December 31 of the calendar year that
immediately precedes the calendar year to which the election applies. Such deferral
election shall automatically terminate as to all Board Compensation attributable to
services after such calendar year.
	 
	 	c)	 	If a Participant makes a withdrawal due to an unforeseeable emergency under Section
8.5, all remaining deferrals of Board Compensation under the Plan for the calendar year in
which such withdrawal is made shall be cancelled. Such Participant shall not be permitted
to make any further deferral of Board Compensation until the Participant again satisfies
the procedures set forth in paragraph (b) above.
	 
	 	d)	 	Participant deferrals of Board Compensation under the Plan shall be cancelled in 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 to the application of such events
or conditions to his individual circumstances.






	4.2	 	DEFERRED COMPENSATION ACCOUNT




A Deferred Compensation Account shall be established for each Outside Director who properly
completes, executes and delivers an Election Form on which he elects to defer Board Compensation.
The Board Compensation which each Participant defers for calendar years beginning on and after
January 1, 2005 and Hypothetical Interest earned on such Board Compensation (as provided in Section
6.1) shall be credited to this Deferred Compensation Account. Board Compensation deferred under
this Section 4.2 shall be credited to the Participant’s Deferred Compensation Account as of the
date such compensation would otherwise have been payable to the Participant. A Participant’s
Deferred Compensation Account shall be kept only for bookkeeping and accounting purposes and no
Company




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funds shall be transferred or designated to this account. A Participant’s interest in the Deferred
Compensation Account maintained on his behalf shall be Vested at all times.




ARTICLE FIVE




TRANSFER OF RETIREMENT PLAN CREDIT





	5.1	 	RETIREMENT PLAN TRANSFER ELECTION






	 	a)	 	The Company has recorded a contribution credit under the Plan on behalf of each Outside
Director who satisfied the criteria set forth in paragraph (b) of this Section 5.1. Such
contribution credit is referred to herein as the Retirement Plan Transfer Credit, was
recorded as of December 31, 1997 and, except as provided in Section 6.1(b), was equal to
the amount individually determined under Section 5.2.
	 
	 	b)	 	An Outside Director was entitled to a Retirement Plan Transfer Credit if:






	 	(i)	 	The Outside Director was an Outside Director on May 1, 1997; and
	 
	 	(ii)	 	During the period beginning June 17, 1997 and ending August 1, 1997, the
Outside Director elected to have the Retirement Plan Transfer Credit recorded on his
behalf under the Plan in lieu of any continuing interest under the Retirement Plan.






	5.2	 	RETIREMENT PLAN TRANSFER CREDIT






	 	a)	 	The Retirement Plan Transfer Credit with respect to an Outside Director who satisfied
the criteria set forth in Section 5.1 was the actuarial present value (as defined in
paragraph (b) below) of the retirement benefit accrued by the Outside Director under the
Retirement Plan as of May 1, 1997.
	 
	 	b)	 	For purposes of this Section 5.2, “actuarial present value” shall mean the single sum
value of a retirement benefit, determined as of May 1, 1997, by using the 1983 Group
Annuity Mortality Table (50% male/50% female) and an interest rate of seven percent.






	5.3	 	RETIREMENT PLAN TRANSFER ACCOUNT




A Retirement Plan Transfer Account has been established for each Outside Director described in
Section 5.1(b). The Retirement Plan Transfer Credit and Hypothetical Interest earned on such
Retirement Plan Transfer Credit shall be recorded in this Retirement Plan Transfer Account. A
Participant’s Retirement Plan Transfer Account shall be kept only for bookkeeping and accounting
purposes and no Company funds shall be transferred or designated to this account. Notwithstanding
any provision of the Plan to the contrary, a Participant’s interest in the Retirement Plan Transfer
Account maintained on his behalf shall be forfeited in its entirety in the event the Participant’s
service as a Director ends for any reason (including death) prior to the Participant’s attainment
of his Retirement Plan Transfer Vesting Date. Upon attainment of his Retirement Plan Transfer
Vesting Date, a Participant’s interest in such Retirement Plan Transfer Account shall become
Vested. A Retirement Plan Transfer Account shall be maintained under the terms of this Appendix B
on behalf of any Outside Director described in Section 5.1 who had not attained his Retirement Plan
Transfer Vesting Date on or before December 31, 2004. With respect to an Outside Director who had
attained his Retirement Plan Transfer Vesting Date on or before December 31, 2004, a Retirement
Plan Transfer Account shall be maintained pursuant to the provisions of Appendix A.




ARTICLE SIX




CREDITS TO PARTICIPANT TOTAL DEFERRED CASH ACCOUNTS

NOT EARNED AND VESTED ON OR BEFORE DECEMBER 31, 2004




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	6.1	 	HYPOTHETICAL INTEREST






	 	a)	 	The Total Deferred Cash Account maintained on behalf of a Participant under this
Appendix B will be credited with Hypothetical Interest. The Hypothetical Interest shall be
credited as of each Valuation Date on the amount credited to the Participant’s Total
Deferred Cash Account on such Valuation Date in accordance with the valuation procedure
adopted by the Administrator. The Hypothetical Interest to be credited to each Total
Deferred Cash Account shall be determined by the Administrator and computed in reference to
the appreciation or depreciation experienced since the immediately preceding Valuation Date
by the hypothetical investment funds which the Administrator may offer to Participants
under Section 6.2. For any given period, Hypothetical Interest may be a positive or a
negative figure. The crediting of Hypothetical Interest shall occur so long as there is a
balance in the Participant’s Total Deferred Cash Account regardless of whether the
Participant has terminated service with the Board or has died. The Administrator may
prescribe any reasonable method or procedure for the accounting of Hypothetical Interest.
	 
	 	b)	 	Notwithstanding any provision of this Article Six to the contrary:






	 	(i)	 	The Retirement Plan Transfer Credit, determined under Section 5.2 and recorded
as of December 31, 1997 on behalf of an Outside Director described in Section 5.1(b),
was increased with Hypothetical Interest for the period beginning on May 1, 1997 and
ending on December 31, 1997; and
	 
	 	(ii)	 	For purposes of subparagraph (i) above, “Hypothetical Interest” was in
reference to the interest, compounded on a daily basis, at the rate or rates in effect
during the period beginning on May 1, 1997 and ending December 31, 1997, as declared by
the Board of Directors of Erie Family Life Insurance Company on the Erie Family Life
Insurance Company deposit administration group annuity contract held by the trustee of
the Erie Insurance Group Employee Savings Plan.






	6.2	 	PARTICIPANT INVESTMENT DESIGNATION






	 	a)	 	A Participant (and any Outside Director first electing to participate in the Plan) may
designate, within such times and in accordance with such means as are designated by the
Administrator, that portion of his future deferred compensation under Section 4.1 and,
separately, that portion of any existing Total Deferred Cash Account maintained on his
behalf which shall be credited with Hypothetical Interest in reference to each of the
hypothetical investment funds that may be offered by the Administrator, in the discretion
of the Administrator. Such designations may specify, in 1% increments, the percentages to
be credited in reference to each of the hypothetical investment funds offered. Such
designations may remain in effect until the Participant submits a new designation within
such time and in accordance with such means as are designated by the Administrator. New
designations may be made as to (i) future deferrals of Board Compensation and/or (ii) any
existing Total Deferred Cash Account, provided that separate designations as to the
crediting of a Deferred Compensation Account and a Retirement Plan Transfer Account shall
not be available. All new designations shall be effective as of a given date specified by
the Administrator. In the event a Participant fails to make an effective designation under
this paragraph (a), the Administrator, acting in its discretion, shall make such
designation on behalf of the Participant.
	 
	 	b)	 	In accepting participation in the Plan, a Participant agrees on behalf of himself and
his Beneficiary to assume all risk in connection with any decrease in value of the
hypothetical investment funds in reference to which Hypothetical Interest is credited to
the Participant’s Total Deferred Cash Account. The Company, the Affiliates and the
Administrator shall not be liable to any Participant or Beneficiary for the
under-performance of any hypothetical investment fund offered under the Plan.
	 
	 	c)	 	The Administrator may, in its discretion, offer additional hypothetical investment
funds to Participants and may cease to offer any such fund at such time as it deems
appropriate. In the event the Administrator decides to discontinue offering a hypothetical
investment fund under the Plan, those Participants on whose behalf Hypothetical Interest is
then being credited on the basis of the discontinued hypothetical investment fund may be
required, at the discretion of the Administrator, to have affected amounts consolidated
with (or “mapped” to) a replacement hypothetical investment fund selected by the
Administrator or may be required to designate, from such selection of hypothetical funds as
may be offered by the Administrator, a




186









 






	 	 	 	hypothetical fund or funds as a replacement for the hypothetical investment fund being
discontinued. Any such designation by a Participant shall be made in accordance with
paragraph (a) above. Hypothetical Interest credited on behalf of any Participant who is
affected by the discontinuation of a hypothetical investment fund but who fails to make any
replacement designation offered in this paragraph (c) shall mirror, to the extent of the
Participant’s interest in such discontinued fund, such hypothetical investment fund or funds
as the Administrator may choose in its discretion. Any changes under this paragraph (c)
shall take effect at such times and under such rules as shall be established by the
Administrator.
	 
	 	d)	 	Notwithstanding any provision of the Plan to the contrary, the eligibility of a
Participant to make any designation under this Section 6.2 shall not be construed as to
provide any Participant or any other person with a beneficial ownership interest in any
assets of the Company or an Affiliate. Title to and beneficial ownership of any assets
which the Company or an Affiliate may earmark to pay the contingent deferred compensation
hereunder shall at all times remain in the Company or Affiliate. The Participant, his
Beneficiary and any heirs, successors or assigns shall not have any legal or equitable
right, interest or control over or any property interest whatsoever in any specific assets
of the Company or any Affiliate or related entity on account of having an interest under
the Plan. Any and all of the Company’s assets, and any life insurance policies, annuity
contracts or the proceeds therefrom which may be acquired by the Company shall be, and
remain, the general unpledged, unrestricted assets of the Company. In no event shall the
Company or any Affiliate be required to purchase any specific shares or interest in any
investment fund.






	6.3	 	STATEMENTS




Statements will be sent to each Participant as to the balance of his Total Deferred Cash Account at
least once each calendar year.




ARTICLE SEVEN




CREDITING OF DEFERRED STOCK





	7.1	 	DEFERRED STOCK ACCOUNT




A Deferred Stock Account shall be maintained under the terms of this Appendix B on behalf of any
applicable Outside Director to reflect the amounts credited on such Director’s behalf under Article
Seven other than such amounts, if any, that were earned and vested on or before December 31, 2004
and the future earnings on such amounts. With respect to amounts credited to an Outside Director
that were earned and vested on or before December 31, 2004, and applicable earnings on such
amounts, a Deferred Stock Account shall be maintained pursuant to the provisions of Appendix A. A
Participant’s Deferred Stock Account shall be kept only for bookkeeping and accounting purposes and
no Company funds or property shall be transferred or designated to this account. Statements will
be sent to each Participant as to the balance of his Deferred Stock Account at least once each
calendar year.




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	7.2	 	ANNUAL SHARE CREDIT




With respect to each Board Tenure Year during which the Director is an Outside Director, the
Deferred Stock Account maintained on such Participant’s behalf shall be credited with an Annual
Share Credit, effective as of the Share Credit Allocation Date. For any given Board Tenure Year,
the Annual Share Credit made to an Outside Director’s Deferred Stock Account shall be equal to the
quotient obtained by dividing a cash amount determined by the Board for the given year by the
closing price of Common Stock on the Share Credit Allocation Date. A Participant’s interest in the
Annual Share Credit attributable to any given Board Tenure Year shall vest in accordance with the
following schedule:

 




	 	 	 	 	 
	 	 	Vested Percentage in that
	Date of Retirement or	 	Year’s Annual Share
	Termination of Board Service	 	Credit
	 
	 	 	 	 
	Before last day of third full month of given Board Tenure Year

	 	 	0	%
	 
	 	 	 	 
	After last day of third full month of given Board Tenure Year
but before last day of sixth full month of given Board Tenure
Year

	 	 	25	%
	 
	 	 	 	 
	After last day of sixth full month of given Board Tenure Year
but before last day of ninth full month of given Board Tenure
Year

	 	 	50	%
	 
	 	 	 	 
	After last day of ninth full month of given Board Tenure Year
but before the earlier of (i) the twelfth full month of given
Board Tenure Year or (ii) the date on which begins the
immediately following Board Tenure Year

	 	 	75	%
	 
	 	 	 	 
	On or after the earlier of (i) the twelfth full month of
given Board Tenure Year or (ii) the date on which begins the
immediately following Board Tenure Year

	 	 	100	%







	7.3	 	DIVIDEND EQUIVALENT CREDIT




For each quarterly period (i) with respect to which a dividend is paid on Common Stock, and (ii) in
which there is a balance in the Deferred Stock Account maintained on behalf of a Participant as of
the record date applicable to the dividend paid on Common Stock (regardless of whether the
Participant has terminated service with the Board or has died), a Participant’s Deferred Stock
Account shall be credited with a Dividend Equivalent Credit. The Dividend Equivalent Credit for
any such quarterly period shall be credited as of the date on which the dividend is paid on Common
Stock for such quarterly period. For any such applicable quarterly period, the Dividend Equivalent
Credit made to a Participant’s Deferred Stock Account shall be determined as follows:





	 	a)	 	A dividend credit is determined, expressed in cash, equal to the product of:






	 	(i)	 	The dividend payable by the Company on one share of Common Stock for such
quarterly period; and
	 
	 	(ii)	 	The number of accumulated Share Credits credited to the Participant’s Deferred
Stock Account as of the Common Stock dividend record date applicable to such quarterly
period.






	 	b)	 	The dividend credit determined in paragraph (a) above will immediately be converted
into a Share Credit by dividing such cash dividend credit by the closing price of Common
Stock on the date on which the dividend is paid on Common Stock for such quarterly period.





A Participant’s interest in the Share Credits attributable to Dividend Equivalent Credits shall be
Vested at all times.




188









 









	7.4	 	AGGREGATION OF PARTIAL SHARE CREDITS




Effective as of each Share Credit Allocation Date and each Common Stock dividend record date with
respect to which Dividend Equivalent Credits are made, any partial Share Credits then credited to a
Participant’s Deferred Stock Account shall be aggregated in such manner as the Administrator shall
provide to constitute full Share Credits.





	7.5	 	ADJUSTMENT TO SHARE CREDITS




Share Credits maintained on behalf of a Participant hereunder shall be subject to appropriate
adjustment by the Administrator in the event of changes in the outstanding Common Stock by reason
of stock dividends, stock splits, recapitalizations, reorganizations, mergers, consolidations,
combinations, exchanges, or other relevant changes in capitalization occurring after the date Share
Credits are credited hereunder.




ARTICLE EIGHT




PAYMENT OF DEFERRED STOCK ACCOUNT AND

TOTAL DEFERRED CASH ACCOUNT





	8.1	 	PAYMENT 




Except as otherwise provided in this Article Eight, the Company shall pay a Participant the amounts
represented by the balances credited to the Participant’s Vested Deferred Stock Account and Vested
Total Deferred Cash Account after the Participant’s Separation from Board Service and such payment
shall be made according to the method and at the time(s) permitted under Section 8.2 and elected by
the Participant in his Election Form or, if applicable, in the most recent, properly executed and
effective Amendment Form(s) which the Participant has delivered to the Administrator prior to the
Participant’s Separation from Board Service. If a Participant has not delivered to the
Administrator a properly completed and effective Election Form with respect to a Deferred Stock
Account and/or a Total Deferred Cash Account or, if for any reason the Administrator determines
that any Election Form or Amendment Form is materially deficient, payment of the affected Vested
accounts shall be made in a lump sum during the month next following the month of the Participant’s
Separation from Board Service except as otherwise provided in this Article Eight. For all purposes
of the Plan and effective until such time as the Participant delivers to the Administrator a
properly completed and effective Election Form or Amendment Form that includes a method and time of
payment election, such default method and time of payment shall be treated as the Participant’s
elected method and time of payment with respect to any Deferred Stock Account and/or Total Deferred
Cash Account to which the default applies.





	8.2	 	METHODS AND TIMES OF PAYMENT






	 	a)	 	A Participant may elect one of the following methods of payment for the amounts
represented by his Vested Deferred Stock Account:






	 	(i)	 	A lump sum distribution; or
	 
	 	(ii)	 	Payments in approximately equal annual installments for a period not
to exceed 10 years.






	 	 	 	Payments of the distributable amount represented by all or a portion of the balance in the
Participant’s Vested Deferred Stock Account will be made in shares of Common Stock equal to
the number of full Share Credits comprising the distributable amount that are then credited
to the Participant’s Vested Deferred Stock Account, with fractional Share Credits comprising
the distributable amount payable in cash.
	 
	 	b)	 	A Participant may elect any one of the following methods of payment for the amounts
represented by his Vested Total Deferred Cash Account:






	 	(i)	 	A lump sum distribution;




189









 






	 	(ii)	 	Payment in approximately equal annual installments for a period not to
exceed 10 years; or
	 
	 	(iii)	 	Payment in approximately equal monthly installments for a period not
to exceed 10 years.






	 	 	 	Payments of the distributable amount represented by all or a portion of the balance
in the Participant’s Vested Total Deferred Cash Account shall be made in cash.
	 
	 	c)	 	A Participant may elect to have the amount represented by his Vested Deferred Stock
Account, and separately, the amount represented by his Vested Total Deferred Cash Account
distributed to him (or, in the case of an installment distribution, commence to be
distributed to him) as of the month next following the month of the Participant’s
Separation from Board Service or as of any later month that follows his Separation from
Board Service. Except as provided in Sections 8.3, 8.4 or 8.5, no distribution shall
commence before or after such elected distribution date; provided, however, that if the
Company makes a distribution within the permitted distribution period (as defined below)
and the actual date of distribution is not within the direct or indirect control of the
Participant, such distribution shall be treated as having been made on such elected
distribution date. The “permitted distribution period” for this purpose shall begin on the
thirtieth day before the Participant’s elected distribution date and shall end on the later
of (i) the last day of the calendar year that includes the Participant’s elected
distribution date, and (ii) the fifteenth day of the third month following the
Participant’s elected distribution date.
	 
	 	d)	 	In the event the Participant dies before receiving the entire distribution to which he
is entitled under the Plan, the provisions of Section 8.7 shall apply.






	8.3	 	ACCELERATION OF PAYMENTS




Notwithstanding the provisions of Sections 8.1 and 8.2 and any Participant election thereunder, the
Company shall pay a Participant the amounts represented by the balances credited to a Participant’s
Vested Deferred Stock Account and Vested Total Deferred Cash Account in a lump sum as of the first
Valuation Date that 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. Payments shall draw from, and exhaust, amounts represented by the balance of
the Participant’s Vested Total Deferred Cash Account before any amounts that are represented by the
Participant’s Vested Deferred Stock Account. The events or conditions to which this Section 8.3
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 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.
	 
	 	d)	 	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.




Any payment under this Section 8.3 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 8.3 is made and such payment is less than an amount that represents the
entire Vested Deferred Stock Account and Vested Total Deferred Cash Account maintained on the
Participant’s behalf, the amount of such payment shall offset any future payment from the Plan to
the Participant or any Beneficiary or other person who claims through the Participant.




190









 









	8.4	 	DELAY OF PAYMENTS




Notwithstanding the provisions of Sections 8.1 and 8.2 and any Participant election thereunder, the
Company may delay the payment of amounts represented by the balances credited to a Participant’s
Vested Deferred Stock Account and Vested Total Deferred Cash Account 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 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.
	 
	 	b)	 	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.






	8.5	 	EMERGENCY CIRCUMSTANCES




Notwithstanding any other provision of this Plan, if the Administrator determines, after
consideration of a Participant’s application, that the Participant has incurred a severe financial
hardship (as defined below) the Administrator may in its sole and absolute discretion direct that
all or a portion of the Participant’s Vested Deferred Compensation Account balance be paid to him.
The payment shall be made in the manner and at the times specified by the Administrator for
payment; provided, however, such payment shall not be in excess of that amount which is, in the
discretion of the Administrator, reasonably necessary to satisfy the financial hardship.



For purposes of this Section 8.5, a “severe financial hardship” shall mean a financial hardship
resulting from (i) an illness or accident of the Participant, the Participant’s spouse, beneficiary
or dependent, (ii) the Participant’s loss of property due to casualty, or (iii) any other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond the control of
the Participant; provided, however, that such financial hardship is not or may not be relieved
through reimbursement or compensation from insurance or otherwise, by cessation of deferrals of
Board Compensation in future years, or by liquidation of the Participant’s assets to the extent
such liquidation would not cause severe financial hardship.





	8.6	 	AMENDMENT TO PAYMENT ELECTION






	 	a)	 	A Participant who is a Director who has not incurred a Separation from Board Service
may elect to defer the date at which payment of the amount represented by his Vested
Deferred Stock Account and/or Vested Total Deferred Cash Account will occur (or commence)
and may elect a change in his elected method of payment (or the default form of payment
under Section 8.1) by submitting a properly completed and executed Amendment Form to the
Administrator which indicates the period of additional deferral and/or the desired method
of payment; provided that:






	 	(i)	 	Such election shall not be effective until 12 months after it is
submitted to the Administrator;
	 
	 	(ii)	 	Such election shall require that the payment with respect to which
the election is made shall be delayed for a period of not less than five
years from the date payment would have been made (or commence) absent the
elected change; and
	 
	 	(iii)	 	If the election pertains to a delay in the payment of a Vested
Deferred Stock Account or Vested Total Deferred Cash Account from a
specific year and month that the Participant previously elected in his
Election Form or a subsequent Amendment Form (or to which the Participant
has defaulted under Section 8.1) such election cannot be made less than 12
months before the date the payment was otherwise scheduled to be made (or
commence).




191









 






	 	 	 	For purposes of this Article Eight, installment payments shall be treated as a
single payment.






	 	b)	 	A Participant may make separate requests under this Section 8.6 applicable to the
Vested Deferred Stock Account maintained on his behalf and to any Total Deferred Cash
Account maintained on his behalf.






	8.7	 	PAYMENT UPON DEATH OF PARTICIPANT






	 	a)	 	In the event of a Participant’s death prior to his Retirement Plan Transfer Vesting
Date, the amount represented by the Participant’s Vested Deferred Compensation Account and
the amount represented by the Participant’s Vested Deferred Stock Account (or, if the
Participant began payment prior to death, the remaining balance of such accounts) shall be
paid by the Company to the Participant’s Beneficiary in the form of a lump sum during the
month next following the month of the Participant’s death. Any amount represented by the
balance credited to the Participant’s Retirement Plan Transfer Account shall be forfeited
upon the Participant’s death. Except as provided in Sections 8.3 or 8.4, no payment to a
Beneficiary under this paragraph (a) shall be made before or after such identified payment
date; provided, however, that if the Company makes a payment within the permitted payment
period (as defined below) and the actual date of payment is not within the direct or
indirect control of the Beneficiary, such payment shall be treated as having been made on
such identified payment date. The “permitted payment period” for this purpose shall begin
on the day of the Participant’s death and shall end on the later of (i) the last day of the
calendar year that includes the identified payment date, and (ii) the fifteenth day of the
third month following the identified payment date.
	 
	 	b)	 	In the event of a Participant’s death on or after his Retirement Plan Transfer Vesting
Date, the amount represented by the Participant’s Vested Deferred Stock Account and the
amount represented by the Participant’s Vested Total Deferred Cash Account (or, if the
Participant began payment prior to death, the remaining balance of such accounts) shall be
paid by the Company to the Participant’s Beneficiary in the form of a lump sum during the
month next following the month of the Participant’s death. Except as provided in Sections
8.3 or 8.4, no payment to a Beneficiary under this paragraph (b) shall be made before or
after such identified payment date; provided, however, that if the Company makes a payment
within the permitted payment period identified in paragraph (a) above and the actual date
of payment is not within the direct or indirect control of the Beneficiary, such payment
shall be treated as having been made on such identified payment date.
	 
	 	c)	 	Payment of the distributable amount represented by the deceased Participant’s Vested
Deferred Stock Account will be made in shares of Common Stock equal to the number of full
Share Credits credited to such account as of the payment date, with fractional Share
Credits payable in cash.





ARTICLE NINE




CONSTRUCTION



This Appendix B is intended to memorialize the provisions of the Plan as it pertains to amounts
other than grandfathered amounts within the meaning of guidance promulgated by the Internal Revenue
Service pursuant to Section 409A of the Code. As a result, the Administrator shall interpret and
construe the terms of this Appendix B so as to be consistent with such Internal Revenue Service
guidance. References or cross references to an identified Article, Section or specific part
thereof, shall refer to such Article, Section (or part) of this Appendix B, unless otherwise
qualified by the context.





192