EX-10.102









Exhibit 10.102




ERIE INDEMNITY COMPANY




EMPLOYEE BENEFITS ADMINISTRATION COMMITTEE




UNANIMOUS WRITTEN CONSENT OF COMMITTEE MEMBERS




All of the Members in office of the Erie Indemnity Company Employee Benefits Administration
Committee (“EBAC”) hereby consent in writing to the adoption of the following resolution, with the
same effect as if that resolution had been duly proposed and adopted at a meeting of the EBAC duly
called and held in accordance with its charter.



This Unanimous Written Consent of Committee Members shall become binding when executed by all of
the Committee Members.



The undersigned Members have executed this Unanimous Written Consent of Committee Members and have
filed same with the Chairman of the Committee.



ERIE INDEMNITY COMPANY EMPLOYEE BENEFITS ADMINISTRATION COMMITTEE




Amendment of Erie Insurance Group Employee Savings Plan (As Amended and Restated Effective 
January
1, 2006)




WHEREAS, Erie Indemnity Company (the “Company”) maintains the Erie Insurance Group Employee Savings
Plan under an amendment and restatement effective as of January 1, 2006 (the “Plan”);



WHEREAS, the Plan provides that the Company may amend the Plan; and




WHEREAS, the Company has given authority to make certain amendments to its ERISA plans to the Erie
Indemnity Company Employee Benefits Administration Committee (“EBAC”); and



WHEREAS, the EBAC wishes to amend the Plan as hereinafter set forth. The purpose of this Amendment
is to reflect recent changes in Plan governance procedures and to make changes in connection with
recent regulatory changes affecting tax-qualified plans. The provisions of this Amendment shall be
effective as of the dates stated herein. Words and phrases used herein with initial capital
letters which are defined in the Plan are used herein as defined.



NOW, THEREFORE, the EBAC hereby amends the Plan as set forth below:



 



	 	 	 	 	 
	December 29, 2008

	 	     /s/ William D. Gheres
	 	 
	
	 	Member	 	 
	 
	 	 	 	 
	December 29, 2008

	 	     /s/ Christina Marsh
	 	 
	
	 	Member	 	 
	 
	 	 	 	 
	December 29, 2008

	 	     /s/ Barbara Stapf
	 	 
	
	 	Member	 	 






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FIRST AMENDMENT TO




ERIE INSURANCE GROUP EMPLOYEE SAVINGS PLAN




(As Amended and Restated Effective January 1, 2006)





	1.	 	Effective January 1, 2008, Section 1.1 of the Plan shall be deleted in its entirety and the
following shall be inserted in lieu thereof:






	 	“1.1  	 	‘Administrator’ or ‘Plan Administrator’ means the administrative committee
described in Article Nine.”






	2.	 	Effective January 1, 2009, the final sentence of Section 1.38 of the Plan shall be deleted in
its entirety and the following shall be inserted in lieu thereof:
	 
	 	 	“For periods prior to June 1, 2009 or such later date as the Administrator, in its
discretion, shall provide, and except as otherwise indicated, the Trust Fund shall be deemed
to include that portion of a Total Account which a Participant or beneficiary elects to
invest in a group annuity contract provided by the Erie Family Life Insurance Company.”






	3.	 	Effective January 1, 2009, Section 5.3(b) of the Plan shall be deleted in its entirety and
the following shall be inserted in lieu thereof:






	 	“(b) 	 	 Each Participant and beneficiary shall have the opportunity to change the
manner in which the Total Account maintained on his behalf under the Plan is invested.
Such opportunity shall be exercised by giving Notice to the Administrator or its
designee within such time and in accordance with such means as are designated by the
Administrator and communicated to Participants, Covered Employees and affected
beneficiaries. Subject to such procedural rules as may be established by the
Administrator from time-to-time, such Notice shall specify, in a whole dollar amount or
in 1% increments from 0% to 100%, the dollar amount, or percentage, of the Total
Account maintained on behalf of the Participant or beneficiary which is to be invested
in each investment option then made available. Except as may otherwise be set forth in
the Trust Agreement, such Notice shall be effective as of the Valuation Date on which
the Notice is received by the Trustee or as of the next following Valuation Date, in
accordance with procedures established by the Administrator and communicated to
Participants, Covered Employees and affected beneficiaries. Notwithstanding any
provision of this paragraph (b) to the contrary, (i) the election under this Section
5.3(b) shall be subject to any contractual limitations imposed on the direct transfer
of assets between given investment funds or such other reasonable limitation on
exchanges as may be agreed to between the Administrator and the person or entity
designated by the Administrator to perform administrative services on behalf of the
Plan (ii) the election under this Section 5.3(b) shall be subject to any regulatory
restrictions on transfers, as determined by the Administrator, in its discretion, (iii)
prior to March 1, 2009 or such later date as the Administrator, in its discretion,
shall provide, in no event shall any portion of the Total Account maintained on behalf
of a Participant or beneficiary in the Erie Family Life Group Annuity Fund be
transferred to any other investment fund and (iv) in no event shall any portion of the
Total Account maintained on behalf of a Participant be transferred to the Erie
Indemnity Stock Fund.”






	4.	 	Effective January 1, 2008, Section 5.3(e) of the Plan shall be deleted in its entirety and
the following shall be inserted in lieu thereof:






	 	“(e) 	 	 Any investment election or deemed investment election under the Plan shall
remain in effect until changed by an election under this Section. Notwithstanding any
provision of this Article Five to the contrary, the Administrator, in its discretion,
may offer such investment options to Participants and beneficiaries as it deems
appropriate and may cease to offer any such options as it deems appropriate. In the
event the Administrator decides to discontinue offering an investment option




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	 	 	 	under the Plan, those Participants on whose behalf Total Accounts are being
maintained that are invested in the discontinued investment option may be required,
at the discretion of the Administrator, to have affected amounts consolidated with
(or “mapped” to) a replacement investment option selected by the Administrator or
may be provided an opportunity to designate, from such selection of investment
options as may be offered by the Administrator, an investment option or options as a
replacement for the investment option being discontinued. Any such designation by a
Participant shall be made in accordance with paragraph (b) above. If a Participant
who is affected by the discontinuation of an investment option fails to make any
replacement designation offered in this paragraph (e), the Participant’s interest in
such discontinued fund, shall be consolidated with (or “mapped” to) such replacement
investment option selected by the Administrator, in its discretion. Any changes
under this paragraph (e) shall take effect as of such times and under such rules as
shall be established by the Administrator.”






	5.	 	Effective January 1, 2008, Section 8.1 of the Plan shall be deleted in its entirety and the
following shall be inserted in lieu thereof:






	 	“8.1  	 	Trust Agreement
	 
	 	 	 	The Company has entered into a Trust Agreement for the purpose of holding assets of
the Trust Fund other than assets attributable to amounts invested in a group annuity
contract provided by the Erie Family Life Insurance Company. The Trust Agreement
provides, among other things, that all funds received by the Trustee thereunder
shall be held, administered, invested and distributed by the Trustee, and that no
part of the corpus or income of the Trust Fund held by the Trustee shall be used
for, or diverted to, purposes other than for the exclusive benefit of Participants
or their beneficiaries. The Administrator may remove such Trustee or any successor
Trustee, and any Trustee or any successor Trustee may resign. Upon removal or
resignation of a Trustee, the Administrator shall appoint a successor Trustee.
	 
	 	 	 	The Administrator shall have authority to direct that there shall be more than one
Trustee under the Trust Agreement and to determine the portion of the assets under
the Trust Agreement to be held by each such Trustee. If such action is taken, the
Administrator shall designate the additional Trustee or Trustees, and each Trustee
shall hold and invest and keep records with respect to the portion of such assets
held by it.”






	6.	 	Effective January 1, 2008, Section 8.4 of the Plan shall be deleted in its entirety and the
following shall be inserted in lieu thereof:






	 	“8.4 	 	 Role of Administrator in Operation of the Trust Fund
	 
	 	 	 	The Administrator shall perform such duties relating to the operation of the Trust
Fund as it deems appropriate and shall perform the duties specified in this Section
8.4.
	 
	 	 	 	The Administrator shall have the following responsibilities:






	 	(a)	 	to appoint and remove Trustees;
	 
	 	(b)	 	to appoint investment and fund managers;
	 
	 	(c)	 	to allocate the duties and procedures for the Trustee and
investment fund managers;
	 
	 	(d)	 	to select investment funds or other investments to offer under
the Plan;
	 
	 	(e)	 	to establish an investment philosophy and goals for each of the
investment and fund managers;
	 
	 	(f)	 	to monitor the Trustee with respect to servicing the Trust Fund
in a fiduciary capacity; and




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	 	(g)	 	to monitor the investment and fund managers including, without
limitation, their investment philosophies, goals, and rates of return.






	 	 	 	The Administrator may, from time-to-time, designate another person to carry out any
of the Administrator’s responsibilities under this Section 8.4. The person so
designated will have full authority, or such limited authority as the Administrator
may specify, to take such actions as are necessary or appropriate to carry out the
duties delegated by the Administrator.”






	7.	 	Effective January 1, 2008, Section 9.1 of the Plan shall be deleted in its entirety and the
following shall be inserted in lieu thereof:






	 	“9.1 	 	 The Administrator
	 
	 	 	 	The Plan shall be administered by a committee that shall act as Plan Administrator.
The initial members of the administrative committee have been appointed by the
Board, effective January 1, 2008; provided, however, that such initial members, and
any subsequent members of the administrative committee shall serve at the pleasure
of the Executive Council of the Company. Any individual who is a member of the
administrative committee may resign by delivering his written resignation to the
Executive Council of the Company. In the event of the death, resignation or removal
of a member of the administrative committee, such Executive Council shall fill the
vacancy. In making the appointment, the Executive Council shall not be limited to
any particular person or group, and nothing herein contained shall be construed to
prevent any Participant, director, officer, employee or shareholder of the Employers
from serving as a member of the administrative committee. Members of the
administrative committee will not be compensated from the Trust Fund for services
performed in such capacity, but the Company will reimburse such individuals for
expenses reasonably and necessarily incurred by them in such capacity. The
Administrator shall be the “named fiduciary” for purposes of ERISA; provided,
however, that Participants and beneficiaries with Employer Accounts under the Plan
shall be considered “named fiduciaries” solely to the extent of those fiduciary
duties and responsibilities which are directly related to the exercise of voting
rights with respect to Plan interests invested in the Erie Indemnity Stock Fund (and
not to other aspects of Plan operation and/or administration).
	 
	 	 	 	Initial appointment by the Board is evidenced by a resolution of the Board.
Appointment by the Executive Council of the Company shall be evidenced in a writing
executed on behalf of the Executive Council. Copies of such writings shall be
delivered to the Trustee and to such other persons as may require such notice.”






	8.	 	Effective January 1, 2008, Section 9.2(o) of the Plan shall be deleted in its entirety and
the following shall be inserted in lieu thereof:






	 	“(o) 	 	 To exercise such other authority and responsibility as is specifically assigned
to it under the terms of the Plan or the provisions of the Administrator’s charter and
to perform any other acts necessary to the performance of its powers and duties.”






	9.	 	Effective January 1, 2008, Sections 11.11(b) and (c) of the Plan shall be deleted in their
entirety and the following shall be inserted in lieu thereof:






	 	“(b) 	 	 In the event that a Participant’s total Annual Additions for any limitation
year exceeds the limitations of Section 11.11(a) because of a reasonable error in
estimating a Participant’s Compensation, a reasonable error in determining the amount
of Elective Deferrals that a Participant may make within the limitations of paragraph
(a) above or due to other facts and circumstances as the Commissioner of Internal
Revenue finds justifiable, the excess amount shall be eliminated and/or the error
corrected in a manner prescribed under the IRS Employee Plans Compliance Resolution
System.
	 
	 	(c)	 	Notwithstanding anything herein to the contrary, in no event shall Test
Compensation, for purposes of this Section 11.11, include severance pay. However, the
following types of




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	 	 	 	remuneration, if includible for purposes of Test Compensation as described in
paragraph (a) above, shall be taken into account only if paid by the later of the
date that is 2-1/2 months after the date of severance from employment with an
Employer or the end of the limitation year that includes the date of severance from
employment with the Employer, if the amounts would have been included in
compensation had they been paid before the severance from employment date:






	 	(i)	 	Regular Pay After Severance from Employment. The payment for
services rendered during the Participant’s regular working hours, or for
services outside of the Participant’s regular working hours such as overtime or
shift differential, commissions, bonuses or other similar payments that would
have been paid had the Participant not incurred a severance from employment.
	 
	 	(ii)	 	Leave Cash Outs and Deferred Compensation. Payments of unused
accrued bona fide sick, vacation or other leave provided the Participant would
have been able to use the leave if employment had continued, or payments from a
nonqualified unfunded deferred compensation plan, provided the payment would
have been paid had the Participant not incurred a severance from employment and
such payment would have been includible in gross income had such payment been
made.
	 
	 	(iii)	 	Post-Severance from Employment Salary Continuation Payments.
If the Employer continues to provide remuneration to a Participant due to the
Participant’s disability or to a Participant who is not performing services
because of qualified military service, as defined in Code Section 414(u), in an
amount that is not in excess of that which would have been payable to the
Participant as compensation had the Participant not entered qualified military
service, such amounts will be included in Test Compensation for purposes of
this Section.






	 	(d)	 	The sole purpose of this Section is to comply with the formal requirements of
Section 415(c) of the Code and the terms of this Section shall be interpreted, applied,
and if and to the extent necessary, shall be deemed modified so as to satisfy solely
the minimum requirements of Section 415(c) of the Code and the regulations promulgated
with respect thereto.”






	10.	 	Effective July 1, 2008, Section 14.2(c) of the Plan shall be deleted in its entirety and the
following shall be inserted in lieu thereof:






	 	“(c) 	 	 Length of Loan. The Eligible Applicant and the Administrator shall arrange for
the repayment of a Plan loan. The period of repayment shall not exceed five years from
the date the loan is made. All repayment schedules (whether by payroll withholding or
otherwise) shall commence as of the next administratively feasible pay period following
the disbursement of the loan and shall provide for substantially level amortization of
principal and interest. An Eligible Applicant who is on a military leave of absence
may elect to extend the term of a loan by the length of such absence. In all other
cases, an Eligible Applicant who is on a leave of absence or who terminates employment
with the Company and Affiliates must make principal and interest payments in the amount
and on such dates as otherwise due. In the event such payments are not made the
maturity of the loan shall be accelerated and the outstanding principal amount of the
loan, together with all accrued interest, shall be deemed immediately due and
distributable at such date or dates as the Administrator deems reasonable and as may be
specified by applicable law and regulation. Except as otherwise permitted in Income
Tax Regulations, in no event shall the date of deemed distribution extend beyond the
end of the calendar quarter next following the calendar quarter in which the payment
was not made.”






	11.	 	Effective July 1, 2008, Section 14.3 of the Plan shall be deleted in its entirety and the
following shall be inserted in lieu thereof:






	 	“14.3 	 	 Loan Accounts




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	 	 	 	A loan made by the Plan to a Eligible Applicant in accordance with Sections 14.1 and
14.2 shall be from the Total Account maintained on behalf of such Eligible Applicant
and from the investment funds in which such Total Account is invested in such order
of priority as the Administrator, pursuant to a uniform and nondiscriminatory
policy, shall direct. Payments of principal and interest on loans shall be paid
over to the Trustee as soon as possible after each payroll deduction or other
repayment and shall be credited to the Total Account of the Eligible Applicant as of
the date the repayments are received by the Trustee. An Eligible Applicant’s loan
repayments will be credited to such individual’s Total Account in such manner as
determined by the Administrator and communicated to Eligible Applicants. The
Administrator shall have the authority to establish other reasonable rules, not
inconsistent with the provisions of the Plan, governing the establishment and
maintenance of loan accounts.”





Executed at Erie, Pennsylvania, this 29th day of December, 2008.




ERIE INDEMNITY COMPANY




By: /s/ James J. Tanous




Title: Executive Vice President, Secretary and General
Counsel





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