exv10w124






Exhibit 10.124




Erie Insurance Group



RETIREMENT PLAN FOR EMPLOYEES



As Amended and Restated Effective December 31, 2009



 









 





Erie Insurance Group




RETIREMENT PLAN FOR EMPLOYEES



As Amended and Restated Effective December 31, 2009



Table of Content



	 	 	 	 	 
	ARTICLE I
— INTRODUCTION
	 	 	1	 
	ARTICLE II
— DEFINITIONS
	 	 	2	 
	2.1 “Accrued Pension”
	 	 	2	 
	2.2 “Actuary”
	 	 	2	 
	2.3 “Administrator”
	 	 	2	 
	2.4 “Affiliate”
	 	 	2	 
	2.5 “Anniversary Date”
	 	 	2	 
	2.6 “Annuity Starting Date”
	 	 	2	 
	2.7 “Beneficiary”
	 	 	3	 
	2.8 “Board of Directors” or “Board”
	 	 	3	 
	2.9 “Code”
	 	 	3	 
	2.10 “Company”
	 	 	3	 
	2.11 “Compensation”
	 	 	3	 
	2.12 “Covered Employee”
	 	 	4	 
	2.13 “Credited Service”
	 	 	4	 
	2.14 “Date of Hire”
	 	 	4	 
	2.15 “Date of Severance”
	 	 	4	 
	2.16 “Earliest Retirement Age”
	 	 	5	 
	2.17 “Effective Date”
	 	 	5	 
	2.18 “Employee”
	 	 	5	 
	2.19 “Employer(s)”
	 	 	5	 
	2.20 “ERISA”
	 	 	5	 
	2.21 “Final Average Earnings”
	 	 	5	 
	2.22 “Highly Compensated”
	 	 	6	 
	2.23 “Hour of Service”
	 	 	6	 
	2.24 “Leased Employee”
	 	 	6	 
	2.25 “Maternity or Paternity Absence”
	 	 	7	 
	2.26 “Normal Retirement Age”
	 	 	7	 
	2.27 “Normal Retirement Date”
	 	 	7	 
	2.28 “Participant”
	 	 	7	 
	2.29 “Period of Severance”
	 	 	8	 
	2.30 “Plan” or “Pension Plan”
	 	 	8	 
	2.31 “Plan Year”
	 	 	8	 
	2.32 “Service”
	 	 	8	 
	2.33 “Social Security Covered Compensation”
	 	 	8	 
	2.34 “Spouse”
	 	 	8	 
	2.35 “Test Compensation”
	 	 	8	 
	2.36 “Total and Permanent Disability”
	 	 	9	 
	2.37 “Trust Agreement”
	 	 	9	 






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	2.38 “Trustee”
	 	 	9	 
	2.39 “Trust Fund” or “Fund”
	 	 	9	 
	ARTICLE III
— ADMINISTRATION OF THE PLAN
	 	 	10	 
	3.1 Pension Administrator
	 	 	10	 
	3.2 Powers
	 	 	10	 
	3.3 Delegation of Duties
	 	 	12	 
	3.4 Administrator as Named Fiduciary
	 	 	13	 
	3.5 Conclusiveness of Various Documents
	 	 	13	 
	3.6 Actions to be Uniform
	 	 	13	 
	3.7 Liability and Indemnification
	 	 	13	 
	3.8 Claims Review Procedure
	 	 	14	 
	3.9 Exhaustion of Administrative Remedies
	 	 	15	 
	3.10 Deadline to File Civil Action
	 	 	16	 
	3.11 Waiver of Participation
	 	 	16	 
	ARTICLE IV
— SERVICE PROVISIONS
	 	 	17	 
	4.1 Service
	 	 	17	 
	4.2 Credited Service
	 	 	17	 
	4.3 Loss and Reinstatement of Service
	 	 	17	 
	4.4 Transfer To Other Employment
	 	 	18	 
	4.5 Transfer From Other Employment
	 	 	18	 
	ARTICLE V
— ELIGIBILITY FOR PENSIONS
	 	 	19	 
	5.1 Normal Retirement
	 	 	19	 
	5.2 Early Retirement
	 	 	19	 
	5.3 Disability Retirement
	 	 	19	 
	5.4 Vesting
	 	 	20	 
	ARTICLE VI
— AMOUNT OF PENSIONS
	 	 	21	 
	6.1 Normal Retirement Pension
	 	 	21	 
	6.2 Early Retirement Pension
	 	 	21	 
	6.3 Disability Retirement Pension
	 	 	21	 
	6.4 Deferred Pension Upon Termination of Service
	 	 	22	 
	6.5 Increase in Pension for Certain Retired Participants
	 	 	23	 
	6.6 Offset of Accruals by Plan Distributions
	 	 	23	 
	6.7 Non-Duplication of Benefits
	 	 	23	 
	ARTICLE VII
— COMMENCEMENT AND DURATION OF PENSIONS
	 	 	25	 
	7.1 Normal and Early Retirement Pensions
	 	 	25	 
	7.2 Disability Retirement Pension
	 	 	25	 
	7.3 Deferred Vested Pension
	 	 	26	 
	7.4 Reemployment of a Retired Participant
	 	 	27	 
	7.5 Automatic Surviving Spouse’s Pension
	 	 	28	 
	7.6 Requirement for Spouse Consent
	 	 	30	 
	7.7 Optional Forms of Pensions
	 	 	30	 
	7.8 Payment of Small Pension
	 	 	32	 
	7.9 Repayment of Cashout on Reemployment
	 	 	34	 
	7.10 Delay in Commencement of Pension Payments
	 	 	34	 
	7.11 Direct Rollover of Eligible Rollover Distributions
	 	 	36	 
	7.12 Change to Pension Payments in Connection with Qualifying Event
	 	 	38	 
	ARTICLE VIII
— DEATH BENEFITS
	 	 	42	 
	8.1 Death Prior to Retirement or Severance
	 	 	42	 






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	8.2 Death Prior to Commencement of Early or Disability Pensions
	 	 	42	 
	8.3 Death Prior to Commencement of Vested Pensions
	 	 	43	 
	8.4 Effect of Valid Joint and Survivor Election
	 	 	44	 
	8.5 Death on or After Annuity Starting Date
	 	 	44	 
	8.6 Death Benefit for Vested Participants Who Terminated After September 1, 1974
and Prior to August 23, 1984
	 	 	45	 
	ARTICLE IX
— TRUST FUND AND THE TRUSTEE
	 	 	46	 
	9.1 Trust Fund
	 	 	46	 
	9.2 Irrevocability
	 	 	47	 
	9.3 Contributions by the Company
	 	 	47	 
	9.4 Contributions By Participants
	 	 	48	 
	9.5 Benefits Payable Only From Trust Fund
	 	 	48	 
	9.6 Plan Expenses
	 	 	49	 
	ARTICLE X
— BENEFIT LIMITATIONS
	 	 	50	 
	10.1 Maximum Limitation Under Section 415(b) of the Code (Effective January 1, 2008)
	 	 	50	 
	ARTICLE XI
— MISCELLANEOUS PROVISIONS
	 	 	54	 
	11.1 Plan
Non-Contractual
	 	 	54	 
	11.2 Non-Alienation of Retirement Rights or Benefits
	 	 	54	 
	11.3 Payment of Pension to Others
	 	 	55	 
	11.4 Prohibition Against Reversion
	 	 	55	 
	11.5 Merger, Transfer of Assets or Liabilities
	 	 	55	 
	11.6 Actuarial Equivalence
	 	 	56	 
	11.7 Change of Vesting Schedule
	 	 	56	 
	11.8 Controlled Group
	 	 	56	 
	11.9 Severability
	 	 	57	 
	11.10 Employer Records
	 	 	57	 
	11.11 Application of Plan Provisions
	 	 	57	 
	11.12 Missing Participants and Beneficiaries
	 	 	57	 
	11.13 IRC 414(u) Compliance Provision
	 	 	58	 
	ARTICLE XII
— AMENDMENT AND TERMINATION
	 	 	60	 
	12.1 Amendment and Termination of the Plan
	 	 	60	 
	12.2 Administration of the Plan in Case of Termination
	 	 	60	 
	12.3 Internal Revenue Service Limitations
	 	 	61	 
	ARTICLE XIII
— TOP-HEAVY PROVISIONS
	 	 	62	 
	13.1 General
	 	 	62	 
	13.2
Definitions Relating to Top-Heavy Provisions
	 	 	62	 
	13.3 Top-Heavy Plan Vesting Requirements
	 	 	64	 
	13.4 Top-Heavy Plan Minimum Benefit Requirements
	 	 	64	 
	13.5 Limited Application of this Article
	 	 	66	 
	ARTICLE XIV
— JURISDICTION
	 	 	67	 
	14.1 Jurisdiction
	 	 	67	 











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Erie Insurance Group




RETIREMENT PLAN FOR EMPLOYEES



Effective December 31, 1946

As Amended and Restated Effective December 31, 2009



ARTICLE I — INTRODUCTION




     The Erie Insurance Group adopted a Retirement Plan, effective December 31, 1946. Such
Plan, which has been heretofore amended from time to time by action of the Board of Directors in
accordance with the provisions of the Plan, is herein amended and restated.


This amendment and restatement of the Plan shall constitute an amendment, restatement and
continuation of the Plan. This amendment and restatement is generally effective December 31, 2009.
However, certain provisions of this amendment and restatement are effective as of some other date.
The provisions of this amendment and restatement with stated effective dates prior to December 31,
2009 shall be deemed to amend the corresponding provisions, if any, of the Plan as in effect before
this amendment and restatement and all amendments thereto as of such dates. 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. The object
of the Plan is to provide retirement pensions for eligible employees.









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ARTICLE II — DEFINITIONS



For the purposes of this Retirement Plan for Employees, the following words and phrases shall
have the following meanings unless a different meaning is clearly required by the context. Any
terms herein used in the masculine shall be read and construed in the feminine where they would so
apply, and any terms used in the singular shall be read and construed in the plural if again so
applicable.





	2.1	 	“Accrued Pension” shall mean a pension amount determined with respect to a Participant in
accordance with Section 6.2(a) of the Plan using the date of determination for the date of
early retirement.
	 
	2.2	 	“Actuary” shall mean the actuary or firm of actuaries chosen by, but independent of the
Company, who is, or in the case of a firm one or more of whose members is, an enrolled actuary
under the provisions of Section 3042 of the Employee Retirement Income Security Act of 1974.
	 
	2.3	 	“Administrator” shall mean the administrative committee described in Article III of the Plan.
	 
	2.4	 	“Affiliate” means any other employer which, together with the Company, is a member of a
controlled group of corporations or of a commonly controlled trade or business (as defined in
Code Sections 414(b) and (c) and as modified, where appropriate, by Code Section 415(h)) or of
an affiliated service group (as defined in Code Section 414(m)) or other organization
described in Code Section 414(o). Each such Affiliate shall be treated as an Affiliate only
during such period as it is or was an Affiliate as defined above.
	 
	2.5	 	“Anniversary Date” shall mean any December 31 occurring after the Effective Date.
	 
	2.6	 	“Annuity Starting Date” shall mean the first day of the first period for which an amount is
received as an annuity (whether by reason of retirement or other termination of employment)
or, in the case of a benefit not payable as an annuity, the first day on which all events have
occurred which entitle the Participant, or other distributee, to such benefit. A Participant
whose benefit is suspended under any provision of the Plan shall not be deemed to have reached
a new Annuity Starting Date when such benefit again




2









 






	 	 	becomes payable. The Annuity Starting Date for benefits accrued after an earlier Annuity
Starting Date shall be determined in accordance with Treasury Regulations. The Annuity
Starting Date for a benefit payable under Section 7.10 shall be the applicable date
described therein.
	 
	2.7	 	“Beneficiary” shall mean any person who, by reason of a designation made by a Participant
under Plan procedures or by operation of the Plan, is or will be entitled to receive any
amount or benefit hereunder upon the death of the Participant. Any attempt to designate a
person as Beneficiary hereunder by means other than that permitted under the Plan shall be
void and have no effect.
	 
	2.8	 	“Board of Directors” or “Board” shall mean the Board of Directors of the Company.
	 
	2.9	 	“Code” shall mean the Internal Revenue Code of 1986, as amended.
	 
	2.10	 	“Company” shall mean Erie Indemnity Company, a corporation organized and existing under the
laws of Pennsylvania.
	 
	2.11	 	“Compensation” for any period shall mean the rate of base salary of a Covered Employee from
the Employers during the period. For this purpose, “base salary” shall exclude Form W-2
income in the form of overtime compensation, bonuses, commissions, deferred compensation plan
payments or severance pay under any severance benefit plan, but shall include Form W-2 income
paid as a lump sum in lieu of merit increase and compensation excluded from Form W-2 income
because of salary reduction agreements in connection with plans described in Section 125,
132(f)(4) or 401(k) of the Code, or resulting from deferred compensation contracts for the
period in question. Compensation shall exclude any differential wage payments made on behalf
of a Covered Employee who is on military leave. Effective for each Plan Year beginning on and
after December 31, 1989, in no event shall the amount of Compensation taken into account under
the Plan exceed the adjusted annual limitation permitted under Section 401(a)(17) of the Code
for such Plan Year. Such adjusted annual limitation shall be, for each Plan Year beginning on
and after December 31, 2001, $200,000 (as adjusted for cost-of-living increases in accordance
with Section 401(a)(17)(B) of the Code). For purposes of determining benefit accruals in any
given Plan Year beginning after December 31, 2001, the annual compensation limitation for




3









 






	 	 	any determination period after December 31, 1993 and before December 31, 2001, shall be
$200,000.
	 
	2.12	 	“Covered Employee” shall mean any Employee of an Employer, excluding:






	 	(a)	 	any such Employee whose employment is governed by the terms of a collective
bargaining agreement under which retirement benefits were the subject of good faith
bargaining,
	 
	 	(b)	 	any such Employee who has voluntarily waived participation in the Plan, and
	 
	 	(c)	 	any such Employee who is compensated on an hourly basis.






Notwithstanding any provision of the Plan to the contrary, an individual who an Employer
determines to be a contract employee, independent contractor, leased employee (including a
Leased Employee as defined hereunder), leased owner, leased manager, shared employee or
person working under a similar classification shall not become a Covered Employee
hereunder, regardless of whether any such individual is ultimately determined to be a
common law employee, unless and until the Employer shall otherwise determine. An
individual shall be treated as a Covered Employee only during such period as he is or was
a Covered Employee as defined above.




	2.13	 	“Credited Service” shall mean a Participant’s service determined in accordance with Article
IV hereof for the purpose of calculating the amount of benefit earned under the Plan.
	 
	2.14	 	“Date of Hire” shall mean the date on which an Employee first commences employment or
reemployment and works at least one Hour of Service for an Employer or an Affiliate.
	 
	2.15	 	“Date of Severance” shall mean the earliest to occur of the following dates:






	 	(a)	 	date of retirement,
	 
	 	(b)	 	date of voluntary employment termination,
	 
	 	(c)	 	date of discharge by an Employer unless he is subsequently reemployed and
given pay back to the date of discharge,
	 
	 	(d)	 	date of death,
	 
	 	(e)	 	the first anniversary of a date of absence from active
employment for any other reason; provided, however, that a later Date of Severance
shall apply with respect to a leave of absence which, under Employer policy, provides for a later




4









 






	 	 	 	Date of Severance and, provided further, that the second
anniversary of a date of absence from active employment shall be used
for an Employee who is absent by reason of a Maternity or Paternity
Absence which commenced on or after December 31, 1985, or who is absent by reason of Total and Permanent Disability.






An Employee shall not incur a Date of Severance while he is in the active service of the
 United States Armed Forces if his reemployment rights are protected by law.




	2.16	 	“Earliest Retirement Age” shall mean the earliest date on which, under the Plan, the
Participant could elect to receive retirement benefits in accordance with Section 5.1 or 5.2
hereof.
	 
	2.17	 	“Effective Date” shall mean December 31, 1946.
	 
	2.18	 	“Employee” shall mean any common-law employee of an Employer or an Affiliate; provided,
however, that for purposes of Section 2.22; “Employee” shall include any self-employed
individual performing services for an Employer or Affiliate who is treated as an employee
under Section 401(c)(1) of the Code.
	 
	2.19	 	“Employer(s)” shall mean the Company, Erie Family Life Insurance Company, Erie Insurance
Exchange, Erie Insurance Company, EI Holding Corp., EI Service Corp., Erie Insurance Company
of New York, Erie Insurance Property & Casualty Company, Flagship City Insurance Company and
any other Affiliate which may adopt this Plan.
	 
	2.20	 	“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.
	 
	2.21	 	“Final Average Earnings” shall mean 1/36th of the Participant’s aggregate Compensation during
the thirty-six consecutive calendar months as a Covered Employee which produces the greatest
aggregate Compensation out of the one hundred twenty calendar month period as a Covered
Employee ending on the earlier of the date on which the Participant retires or terminates
employment with the Employers or the date on which the Participant is no longer considered a
Covered Employee. In the event a Participant does not have thirty-six consecutive calendar
months of Compensation as a Covered Employee (i) months in which the Participant is not a
Covered Employee and months in which the Participant has no Compensation will be excluded for
purposes of




5









 






	 	 	determining consecutive months for the thirty-six and one hundred twenty month periods and
(ii) with respect to a Participant with fewer than thirty-six total calendar months of
Compensation as a Covered Employee, Final Average Earnings will be determined as the
average monthly Compensation over the Participant’s entire period of employment as a
Covered Employee.
	 
	2.22	 	“Highly Compensated” shall mean any Employee who is a more than five percent (5%) owner of an
Employer or earned $110,000 or more in Test Compensation from the Employer in the calendar
year that begins in the twelve month period that precedes the current Plan Year (the “lookback
year”); provided, however, that such $110,000 figure shall be adjusted for cost of living at
the same time and in the same manner as determined under Code Section 415(d).
	 
	2.23	 	“Hour of Service” shall include the following:






	 	(a)	 	each hour for which an Employee is directly or indirectly paid or entitled
to payment from an Employer or an Affiliate as an Employee for the performance of
duties during an applicable computation period (these hours must be credited to the
Employee in the computation period during which the duties were performed and not
when paid, if different); and
	 
	 	(b)	 	each hour for which back pay, irrespective of mitigation of damages, has
been awarded or agreed to by an Employer or an Affiliate (these hours must be
credited in the computation period or periods to which the award or agreement
pertains rather than that in which the payment, award or agreement was made);
and
	 
	 	(c)	 	each hour for which an Employee is directly or indirectly paid or entitled
to payment from an Employer or an Affiliate for reasons, such as vacation, sickness
or disability, other than for the performance of duties (these hours shall be
calculated and credited pursuant to Section 2530.200b-2 of the Department of Labor
regulations which are incorporated herein by reference).






	2.24	 	“Leased Employee” shall mean any person (other than an Employee of an Employer) who pursuant
to an agreement between the Employer and any other person (“leasing organization”) has
performed services for the Employer (or for the Employer and related persons determined in
accordance with Section 414(n)(6) of the Code) on a substantially full-time basis for a period
of at least one year and such services are performed under primary direction or control by the
recipient. Except as provided




6









 






	 	 	below, any person satisfying the foregoing criteria shall be treated as an Employee.
Contributions or benefits provided a Leased Employee by the leasing organization which are
attributable to services performed for the Employer shall be treated as provided by the
Employer.
	 
	 	 	Notwithstanding the foregoing, a Leased Employee shall not be considered an Employee of an
Employer if: (i) such Leased Employee is covered by a money purchase pension plan
providing: (1) a nonintegrated employer contribution rate of at least 10 percent of
compensation, (2) immediate participation, and (3) full and immediate vesting; and (ii)
Leased Employees do not constitute more than 20 percent of the Employer’s non-Highly
Compensated workforce.
	 
	2.25	 	“Maternity or Paternity Absence” shall mean an absence from work by an Employee for any
period:






	 	(a)	 	by reason of pregnancy of the Employee,
	 
	 	(b)	 	by reason of the birth of a child of the Employee,
	 
	 	(c)	 	by reason of the placement of a child with the Employee in connection with
the adoption of such child by such Employee, or
	 
	 	(d)	 	for purposes of caring for such child for a period immediately following such
birth or placement.






An absence will not be considered a “Maternity or Paternity Absence” unless the Employee
provides the Administrator with such timely information as the Administrator may
reasonably require to establish that the absence from work is for one of the four
permitted reasons outlined above. Nothing in this Plan shall require an Employer to grant
a paid leave of absence to any Employee.




	2.26	 	“Normal Retirement Age” of a Participant shall be age 65.
	 
	2.27	 	“Normal Retirement Date” of a Participant shall be the first day of the month next following
the month in which his sixty-fifth birthday occurs.
	 
	2.28	 	“Participant” shall mean any Covered Employee and any former Covered Employee who is entitled
to, or who is receiving, a retirement benefit or deferred vested pension under the Plan.




7









 






	2.29	 	“Period of Severance” shall mean the period of time between an Employee’s Date of Severance
and the date as of which he performs his first Hour of Service following reemployment.
	 
	2.30	 	“Plan” or “Pension Plan” shall mean this “Erie Insurance Group Retirement Plan for Employees”
as herein set forth with all amendments, modifications, appendices, and supplements hereafter
made.
	 
	2.31	 	“Plan Year” shall mean any period of 12 consecutive calendar months next preceding an
Anniversary Date of the Plan.
	 
	2.32	 	“Service” shall mean an Employee’s service determined in accordance with Article IV hereof
for the purposes of meeting the eligibility requirements for a benefit under the Plan.
	 
	2.33	 	“Social Security Covered Compensation” shall mean, for any Plan Year, the average (without
indexing) of the Social Security taxable wage bases in effect for each calendar year during
the 35-year period ending with the last day of the calendar year in which the Participant
attains (or will attain) Social Security Retirement Age (as such term is defined in Section
10.1(a)(iv) hereof). In determining a Participant’s Social Security Covered Compensation for
a Plan Year, the Social Security taxable wage base for the current Plan Year and any
subsequent Plan Year shall be assumed to be the same as in effect for the Plan Year for which
the determination is being made. A Participant’s Social Security Covered Compensation shall
be automatically adjusted for each Plan Year in accordance with these provisions, up to and
including the Plan Year in which the Participant attains Social Security Retirement Age.
	 
	2.34	 	“Spouse” shall mean, with respect to any Participant, an individual who is the Participant’s
spouse as defined under 1 U.S.C. Section 7 or other applicable Federal law.
	 
	2.35	 	“Test Compensation” shall mean, for any Plan Year, an Employee’s compensation, reported under
Sections 6041 and 6051 of the Code on Form W-2, as paid by the Company or other Employer for
the calendar year ending with or within such Plan Year, including any amounts contributed
pursuant to a salary reduction election on behalf of a Covered Employee to a plan described in
Sections 125, 132(f), 402(e)(3),




8









 






	 	 	402(h)(1)(B), 403(b), or 457(b) of the Code for the period in question. Effective January
1, 2009, Test Compensation shall include any differential wage payments, as defined in
Section 3401(h) of the Code, that are paid by an Employer during a period of qualified
military service as defined in Section 414(u) of the Code. Test Compensation in any given
year shall not exceed the adjusted annual limitation in effect for such year (as set forth
in Section 2.11), provided that such limitation shall not be applied in determining the
status of an Employee as a Highly Compensated Employee or Key Employee. To the extent
permitted under regulations and other guidance promulgated by the Internal Revenue
Service, the Company may elect to determine Test Compensation on a basis other than that
provided above.
	 
	2.36	 	“Total and Permanent Disability” shall mean permanent incapacity resulting in the Participant
being unable to engage in any gainful employment or occupation by reason of any medically
demonstrable physical or mental condition, excluding, however, (a) incapacity contracted,
suffered or incurred while the Participant was engaged in or which resulted from having
engaged in a felonious enterprise; and (b) incapacity contracted, suffered or incurred in the
employment of other than an Employer, including self-employment.
	 
	2.37	 	“Trust Agreement” shall mean the trust agreement between the Company and a Trustee as
provided in Section 9.1, together with all amendments, modifications and supplements, thereto.
	 
	2.38	 	“Trustee” shall mean the Trustee or Trustees designated under a Trust Agreement including any
successor or successors.
	 
	2.39	 	“Trust Fund” or “Fund” shall mean the retirement plan trust fund established by the Company
in accordance with Article IX.




9









 











ARTICLE III — ADMINISTRATION OF THE PLAN





	3.1	 	Pension 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 service 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.
	 
	 	 	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 notice of such appointments.
	 
	 	 	Appointment by the Board shall be evidenced by a certified copy of the resolution of the
Board making such appointment, and copies of such certified resolution shall be delivered
to the Trustee and to such other persons as may require such notice.
	 
	3.2	 	Powers
	 
	 	 	The Administrator will have full power to administer the Plan in all of its details,
subject, however, to the requirements of ERISA. This power shall include having the sole
and absolute discretion to interpret and apply the provisions of the Plan to determine the
rights and status hereunder of any individual, to decide disputes arising under the Plan,
and to make any determinations and findings of fact with respect to benefits payable
hereunder and the persons entitled thereto as may be required for any purpose under the
Plan. Without limiting the generality of the above, the Administrator




10









 






	 	 	is granted the following authority which it shall discharge in its sole and absolute
discretion in accordance with Plan provisions as interpreted by the Administrator:






	 	(a)	 	To make and enforce such rules and regulations as it deems necessary or
proper for the efficient administration of the Plan, including the modification of
the claims procedure under Section 3.8 in accordance with any regulations issued
under Section 503 of ERISA.
	 
	 	(b)	 	To interpret the Plan.
	 
	 	(c)	 	To decide all questions concerning the Plan and the eligibility of any
person to participate in the Plan, his period of participation and/or service under
the Plan, his date of birth, his eligibility to accrue a benefit under the Plan and
to receive a distribution from the Plan.
	 
	 	(d)	 	To compute the amount of benefits which will be payable to any Participant
or other person in accordance with the provisions of the Plan, and to determine the
identity of the person or persons to whom such benefits will be paid.
	 
	 	(e)	 	To authorize the payment of Plan benefits and to direct cessation of
benefit payments.
	 
	 	(f)	 	To appoint one or more investment managers to manage the investment and
reinvestment of the Fund and to enter into management contracts on behalf of the
Company with respect to such appointments. Unless and until the Administrator
appoints an investment manager with respect to all or a specific portion of the Fund,
the Trustee shall have exclusive authority to manage and control all or such portion
of the Fund.
	 
	 	(g)	 	To appoint, employ or engage such other agents, counsel accountants,
consultants and actuaries as may be required to assist in administering the Plan.
	 
	 	(h)	 	To establish procedures to determine whether a domestic relations order is
a qualified domestic relations order within the meaning of Section 414(p) of the
Code, to determine under such procedures whether a domestic relations order is a
qualified domestic relations order and whether a putative alternate payee otherwise
qualifies for benefits hereunder, to inform the parties to the order as to the effect
of the order, and to direct the Trustee to hold in escrow or pay any amounts so
directed to be held or paid by the order.
	 
	 	(i)	 	To determine whether the Plan has incurred a partial termination.
	 
	 	(j)	 	To obtain from the Employers, Employees, Participants, Spouses and
Beneficiaries such information as shall be necessary for the proper administration of
the Plan.




11









 






	 	(k)	 	To perform all reporting and disclosure requirements imposed upon the Plan
by ERISA, the Code or any other lawful authority.
	 
	 	(l)	 	To take such steps as it, in its discretion, considers necessary and/or
appropriate to remedy any inequity under the Plan that results from incorrect
information received or communicated or as the consequence of administrative error
including, but not limited to, recouping benefit overpayments.
	 
	 	(m)	 	To correct any defect, reconcile any inconsistency or supply any omission
under the Plan.
	 
	 	(n)	 	To delegate its powers and duties to others in accordance with Section 3.3.
	 
	 	(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.
	 
	 	 	 	The Administrator at its discretion may either request the Company or direct the Fund to
pay for any or all services rendered by the Trustee and by persons appointed, employed or
engaged under Section 3.2(f) or (g) or under the terms of the Trust Agreement.






	 	 	The Administrator’s interpretations, decisions, computations and determinations under this
Section 3.2 which are made in good faith will be final and conclusive upon the Employers,
all Participants and all other persons concerned. Any action taken by the Administrator
with respect to the rights or benefits of any person under the Plan shall be revocable by
the Administrator as to payments or distributions not theretofore made, pursuant to such
action, from the Trust Fund; and appropriate adjustments may be made in future payments or
distributions to a Participant, Spouse or Beneficiary to offset any excess payment or
underpayment previously made to such Participant, Spouse or Beneficiary from the Trust
Fund. No ruling or decision of the Administrator in any one case shall create a basis for
a retroactive adjustment in any other case prior to the date of written filing of each
specific claim.
	 
	3.3	 	Delegation of Duties
	 
	 	 	The Administrator may, from time to time, designate any individual to carry out any of the
responsibilities of the Administrator other than the appointment of an investment
manager(s). The individual so designated will have full authority or such limited




12









 






	 	 	authority as the Administrator may specify, to take such actions as are necessary or
appropriate to carry out the responsibilities assigned by the Administrator.
	 
	3.4	 	Administrator as Named Fiduciary
	 
	 	 	The Administrator will be a “named fiduciary” for purposes of section 402(a)(1) of ERISA
with authority to control and manage the operation and administration of the Plan.
	 
	3.5	 	Conclusiveness of Various Documents
	 
	 	 	The Administrator and the Company and its directors and officers will be entitled to rely
upon all tables, valuations, certificates and reports furnished by any actuary,
accountant, counsel or other expert appointed, employed or engaged by the Administrator or
the Company.
	 
	3.6	 	Actions to be Uniform
	 
	 	 	Any discretionary actions to be taken under the Plan by the Administrator will be
nondiscriminatory and uniform with respect to all persons similarly situated.
	 
	3.7	 	Liability and Indemnification
	 
	 	 	To the full extent allowed by law, the Administrator shall not incur any liability to any
Participant or Beneficiary, or to any other person, by reason of any act or failure to act
on the part of the Administrator if such act or omission is not the result of the
Administrator’s gross negligence, willful misconduct or exercise of bad faith. To the
full extent allowed by law, the Company agrees to indemnify the Administrator against all
liability and expenses (including reasonable attorney’s fees and other reasonable
expenses) occasioned by any act or omission to act if such act or omission is not the
result of the Administrator’s gross negligence, willful misconduct or exercise of bad
faith. Neither this Section 3.7 nor any other provision of this Plan shall be applied to
invalidate, modify, or limit in any respect any contract, agreement, or arrangement for
indemnifying or insuring the Administrator against, or otherwise limiting, such liability
or expense, or for settlement of such liability, to the extent such contract, agreement,
or arrangement is not precluded by the terms of Section 410 of ERISA.




13









 






	3.8	 	Claims Review Procedure
	 
	 	 	The Administrator shall be responsible for the claims procedure under the Plan. An
application for a retirement benefit or other benefit under the Plan shall be considered a
claim for purposes of this Section 3.8.






	 	(a)	 	Original Claim. In the event a claim of any Participant,
Beneficiary, alternate payee, or other person (hereinafter referred to in this
Section as the “Claimant”) for a benefit is partially or completely denied, the
Administrator shall give, within ninety (90) days after receipt of the claim (or if
special circumstances, made known to the Claimant, require an extension of time for
processing the claim, within one hundred eighty (180) days after receipt of the
claim), written notice of such denial to the Claimant. Such notice shall set forth,
in a manner calculated to be understood by the Claimant, the specific reason or
reasons for the denial (with reference to pertinent Plan provisions upon which the
denial is based); an explanation of additional material or information, if any,
necessary for the Claimant to perfect the claim; a statement of why the material or
information is necessary; on and after January 1, 2002, a statement of the Claimant’s
right to bring a civil action under Section 502(a) of ERISA; and an explanation of
the Plan’s claims review procedure, including the time limits applicable to such
procedure.
	 
	 	(b)	 	Review of Denied Claim.






	 	(i)	 	A Claimant whose claim is partially or completely denied shall
have the right to request a full and fair review of the denial by a written
request delivered to the Administrator within sixty (60) days of receipt of the
written notice of claim denial, or within such longer time as the
Administrator, under uniform rules, determines. In such review, the Claimant
or his duly authorized representative shall have the right to review, upon
request and free of charge, all documents, records or other information
relevant to the claim and to submit any written comments, documents, or records
relating to the claim to the Administrator.
	 
	 	(ii)	 	The Administrator, within sixty (60) days after the request for
review, or in special circumstances, such as where the Administrator in its
sole discretion holds a hearing, within one hundred twenty (120) days of the
request for review, will submit its decision in writing. Such decision shall




14









 






	 	 	 	take into account all comments, documents, records and other information
properly submitted by the Claimant, whether or not such information was
considered in the original claim determination. The decision on review will
be binding on all parties, will be written in a manner calculated to be
understood by the Claimant, will contain specific reasons for the decision
and specific references to the pertinent Plan provisions upon which the
decision is based, will indicate that the Claimant may review, upon request
and free of charge, all documents, records or other information relevant to
the claim and on and after January 1, 2002, will contain a statement of the
Claimant’s right to bring a civil action under Section 502(a) of ERISA.
	 
	 	(iii)	 	If a Claimant fails to file a claim or request for review in
the manner and in accordance with the time limitations specified herein, such
claim or request for review shall be waived, and the Claimant shall thereafter
be barred from again asserting such claim.






	 	(c)	 	Determination by the Administrator Conclusive. The Administrator’s
determination of factual matter relating to Participants, Beneficiaries and alternate
payees including, without limitation, a Participant’s Credited Service, Service and
any other factual matters, shall be conclusive. The Administrator and the Company
and its respective officers and directors shall be entitled to rely upon all tables,
valuations, certificates and reports furnished by an actuary, any accountant for the
Plan, the Trustee or any investment managers and upon opinions given by any legal
counsel for the Plan insofar as such reliance is consistent with ERISA. The actuary,
the Trustee and other service providers may act and rely upon all information
reported to them by the Administrator and/or the Company and need not inquire into
the accuracy thereof nor shall be charged with any notice to the contrary.






	3.9	 	Exhaustion of Administrative Remedies.

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






	 	(a)	 	No claimant shall be permitted to commence any civil action to recover Plan
benefits or to enforce or clarify rights under the Plan under Section 502 or Section
510 of ERISA or under any other provision of law, whether or not 




15









 






	 	 	 	statutory, until the claims review procedure set forth herein has been exhausted in its entirety; and
	 
	 	(b)	 	In any such civil action all explicit and all implicit determinations by
the Administrator (including, but not limited to, determinations as to whether the
claim, or a request for a review of a denied claim, was timely filed) shall be
afforded the maximum deference permitted by law.






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






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






	3.11	 	Waiver of Participation
	 
	 	 	It is the purpose of this Plan to provide for the accrual of retirement benefits for all
Covered Employees. Notwithstanding the foregoing, any Covered Employee may waive
participation in this Plan by executing a Waiver of Participation on a form provided by
the Administrator for such purpose. Any Waiver of Participation shall be effective for
the Plan Year in which it is executed and shall be irrevocable. During any Plan Year for
which a Waiver of Participation is in effect, no Service, Credited Service or Compensation
shall be recognized under the Plan for the Employee and the Employee shall be considered
as other than a Covered Employee..






16











 





ARTICLE IV — SERVICE PROVISIONS





	4.1	 	Service
	 
	 	 	Service shall be used to determine a Participant’s vested rights under the Plan. An
Employee shall receive Service for the period of time between his Date of Hire and his
Date of Severance, provided that no Service shall be received for the period of continued
absence between the first and second anniversary of the date of first absence from work by
reason of a Maternity or Paternity Absence. Service shall be counted for full years only.
Service shall include any prior periods of Service that are reinstated in accordance with
Section 4.3 below. Service shall include any Period of Severance which has continued for
less than one year.
	 
	 	 	Notwithstanding the foregoing, Service (but not Credited Service) shall include periods of
absence granted under The Family and Medical Leave Act of 1993, to the extent of the
minimum service credit required by said Act.
	 
	4.2	 	Credited Service
	 
	 	 	Credited Service shall be used to compute the amount of a Participant’s benefit and to
determine a Participant’s eligibility for an early retirement and a disability retirement
under the Plan. Credited Service shall be based on Service but shall not include (i) any
period of Service in which a Participant is not a Covered Employee, and (ii) any Period of
Severance; provided, however, that a Participant’s Credited Service shall include that
Credited Service accumulated during the period in which the Participant is eligible for a
disability retirement pension (as determined under Sections 5.3, 6.3 and 7.2 hereof).
Solely for purposes of computing the amount of a Participant’s benefit under Section 6.1
and subject to the foregoing provisions of this Section, Credited Service shall include a
year of credit for any fraction of a year of Service.
	 
	4.3	 	Loss and Reinstatement of Service
	 
	 	 	In the event a Participant incurs a Date of Severance prior to his becoming eligible for a
retirement benefit or deferred vested pension under the Plan, he shall be deemed to
receive a distribution equal to the actuarial equivalent value of the entire vested
pension earned through his Date of Severance. In such a case, the Participant shall lose
his Service and Credited Service and his Accrued Pension shall be forfeited as of such
date of deemed distribution. If such individual is subsequently reemployed as a Covered
Employee, the individual, after again completing one year of Service, shall be




17









 






	 	 	considered a Plan Participant retroactively as of such date of reemployment and have his
forfeited Service, Credited Service and Accrued Pension reinstated if his last Period of
Severance is less than the greater of:






	 	(a)	 	five years, or
	 
	 	(b)	 	the Participant’s forfeited Service (including any periods of Service
previously reinstated under the provisions of this Section 4.3 or its predecessor).






	4.4	 	Transfer To Other Employment
	 
	 	 	Upon the transfer of a Participant covered by the Plan to other employment with an
Employer or Affiliate whereby he ceases to be a Covered Employee hereunder, his Accrued
Pension based on his Credited Service and Final Average Earnings as of the transfer date
shall be frozen and Credited Service shall cease to accrue for purposes of the Plan. In
the event such Participant remains in the employment of an Employer until such time as,
except for such transfer, he would have met the age, service and/or other eligibility
requirements for any pension under the Plan, such frozen Accrued Pension shall become
payable in accordance with the appropriate provisions of the Plan as in effect on the date
of transfer.
	 
	4.5	 	Transfer From Other Employment
	 
	 	 	Upon transfer or retransfer of an individual from other employment with an Employer or
Affiliate such that the individual becomes a Covered Employee hereunder, his years of
Service as otherwise computed under this Article IV will include the period of his
employment with an Employer or Affiliate prior to such transfer or retransfer for the
purpose of meeting the vesting requirements under this Plan; provided, however, that only
years of Credited Service acquired while employed as a Covered Employee covered under this
Plan shall be used to compute the amount of any pension under this Plan.




18









 











ARTICLE V — ELIGIBILITY FOR PENSIONS





	5.1	 	Normal Retirement
	 
	 	 	A Participant whose employment with an Employer and all Affiliates is terminated when or
after he attains Normal Retirement Age shall be eligible for a normal retirement pension
in the amount as provided in Section 6.1 hereof. A Participant’s right to his normal
retirement pension shall be nonforfeitable upon the attainment of his Normal Retirement
Age provided he is an Employee on such date. A Participant continuing in employment with
an Employer after his Normal Retirement Date in a capacity such that he completes 40 or
more Hours of Service per month will be provided with a notice incorporating the substance
of the notification described in Section 2530.203-3(b)(4) of the Code of Federal
Regulations. Such notice shall include a statement that the Participant’s pension will be
suspended and permanently withheld for months in which he completes 40 or more Hours of
Service. Any benefit accrual earned by a Participant for any given Plan Year ending on or
after the date on which the Participant attains Normal Retirement Age shall be reduced
(but not below zero) by the amount of any actuarial adjustment which may be required in
connection with a delay in payment of a Participant’s normal retirement benefit or the
suspension of benefits otherwise payable after the Participant attains Normal Retirement
Age.
	 
	5.2	 	Early Retirement
	 
	 	 	A Participant with 15 or more years of Credited Service whose employment with an Employer
and all Affiliates is terminated when or after he reaches the age of 55 but prior to the
attainment of his Normal Retirement Age, shall be eligible for an early retirement pension
in the amount as provided in Section 6.2 hereof.
	 
	5.3	 	Disability Retirement
	 
	 	 	A Participant whose status as a Covered Employee is terminated due to his Total and
Permanent Disability after 15 or more years of Credited Service and who is eligible for
and receiving disability benefits under the Erie Insurance Group Long Term Disability
Income Benefits Program shall be eligible for a disability retirement pension in an amount
as provided in Section 6.3 hereof beginning at his Normal Retirement Date or later
disability retirement date providing he remains subject to a Total and Permanent
Disability and receives said disability income benefits continuously through his Normal
Retirement Age or later disability retirement date.




19









 












	5.4	 	Vesting
	 
	 	 	A Participant with 5 years or more of Service and whose employment with an Employer and
all Affiliates is terminated at a time when he is ineligible for any retirement pension
under the Plan shall be eligible for a deferred vested pension as computed under Section
6.4.
	 
	 	 	If a Participant is reemployed as a Covered Employee by an Employer after having qualified
for a deferred vested pension in accordance with this Section 5.4, such Participant shall
retain his right to receive such deferred vested pension and he shall be reinstated with
the Service and Credited Service to which he was entitled at the time of his prior
termination of employment. Any benefits to which the Participant may be entitled upon his
subsequent retirement or termination of employment shall be reduced actuarially, as
provided in Section 7.4, to reflect any deferred vested pension benefits paid prior to
reemployment.




20









 











ARTICLE VI — AMOUNT OF PENSIONS





	6.1	 	Normal Retirement Pension
	 
	 	 	Subject to the provisions of Articles VII and X, the monthly pension of a Participant who
is eligible for a normal retirement pension under the provisions of Section 5.1 (as stated
in the form of a life annuity) shall be one-twelfth (1/12) of the result obtained by
multiplying the sum of (a) and (b) by (c), where:






	 	(a)	 	equals 1.0% of the Participant’s Final Average Earnings not in excess of
Social Security Covered Compensation;
	 
	 	(b)	 	equals 1.5% of the Participant’s Final Average Earnings in excess of Social
Security Covered Compensation; and
	 
	 	(c)	 	equals the Participant’s Credited Service not in excess of 30 years.






	 	 	In no event shall the overall permitted disparity limits of Section 1.401(l)-5 of the
Income Tax Regulations be exceeded.
	 
	6.2	 	Early Retirement Pension
	 
	 	 	Subject to the provisions of Articles VII and X, the monthly early retirement pension of a
Participant eligible for an early retirement pension under the provisions of Section 5.2
shall be, at the option of the Participant, either (a) or (b) as set forth below:






	 	(a)	 	A deferred pension, commencing as of the Participant’s Normal Retirement
Date, equal to the amount of pension, determined under Section 6.1, to which he is
entitled based upon his Credited Service and Final Average Earnings as of his date of
early retirement and the level of Social Security Covered Compensation in effect on
such date.
	 
	 	(b)	 	An immediate pension, commencing as of any month following the month in
which such Participant retires early, determined as provided in (a) above, but
reduced by 1/4 of 1 percent for each complete calendar month up to 60 such months and
by 3/8ths of 1 percent for each complete calendar month in excess of 60 months, by
which his early retirement pension commencement date precedes his Normal Retirement
Date.






	6.3	 	Disability Retirement Pension
	 
	 	 	Subject to the provisions of Articles VII and X, a Participant eligible for disability
benefits under the provisions of Section 5.3 shall receive a disability retirement pension
beginning as of his Normal Retirement Date. Such disability retirement pension shall be
in an amount determined in accordance with Section 6.1 assuming that:




21









 












	 	(a)	 	Service and Credited Service are granted for each calendar year (and part
thereof) during which he continues to be subject to a Total and Permanent Disability,
and
	 
	 	(b)	 	his Compensation continues unchanged from the calendar year including his
date of disability to the calendar year including his Normal Retirement Age, and
	 
	 	(c)	 	his Social Security Covered Compensation is based on the level in effect at
the time he becomes disabled.






	6.4	 	Deferred Pension Upon Termination of Service
	 
	 	 	Subject to the provisions of Articles VII and X, the monthly pension, commencing as of
Normal Retirement Date, of a former Covered Employee whose employment with an Employer and
Affiliates has terminated after he has become eligible for a deferred vested pension in
accordance with Section 5.4, shall be equal to the pension such Participant would have
been entitled to under Section 6.2(a) as of his termination of employment, multiplied by a
vesting percentage determined in accordance with the table immediately below:





	 	 	 	 	 
	Years of Service	Vesting Percentage	 
	Less than 5
	 	 	0	%
	5 or more
	 	 	100	%







	 	 	Except as otherwise provided under Section 8.1, any Participant having less than five
years of Service at the time of his death or other termination of employment with the
Employers or an Affiliate shall have no vested rights under this Plan and neither he nor
his Spouse or Beneficiary shall be entitled to any benefits under this Plan.
	 
	 	 	A former Covered Employee who is eligible for a deferred vested pension and who is
credited with 15 or more years of Credited Service may elect (by written application) to
commence his deferred vested pension in a reduced amount at any time between the ages of
55 and 65, in which case the monthly pension amount as determined above shall be reduced
in accordance with the provisions of subsection (b) of Section 6.2 based on the number of
months that his Annuity Starting Date precedes his Normal Retirement Date.




22









 












	6.5	 	Increase in Pension for Certain Retired Participants






	 	(a)	 	Notwithstanding the foregoing provisions of this Article VI and effective
for Plan payments made on or after January 1, 1996, the monthly pension payable to a
Qualified Pensioner (or to the Beneficiary of a Qualified Pensioner) shall be
increased by the greater of five percent (5%) or twenty dollars ($20.00). For
purposes of this subsection (a), a “Qualified Pensioner” means a Participant who
retired under the normal retirement, early retirement, or disability retirement
provisions of the Plan prior to January 1, 1994.
	 
	 	(b)	 	Notwithstanding the foregoing provisions of this Article VI and effective
for Plan payments made on or after January 1, 1999, the monthly pension payable to a
Qualified Pensioner (or to the Beneficiary of a Qualified Pensioner) shall be
increased by the greater of four percent (4%) or fifteen dollars ($15.00). For
purposes of this subsection (b), a “Qualified Pensioner” means a Participant who
retired under the normal retirement, early retirement, or disability retirement
provisions of the Plan and commenced Plan payment prior to January 1, 1997.






	6.6	 	Offset of Accruals by Plan Distributions
	 
	 	 	In the event distribution of benefits commence to an employed Participant pursuant to
Section 7.10 or for any other reason after the employed Participant has attained his
Normal Retirement Age, any increase in the Participant’s monthly benefit which accrues in
any Plan Year in which such distribution is made shall be reduced (but not below zero) by
the Actuarial Equivalent of total Plan benefit distributions made to such Participant by
the close of such Plan Year.
	 
	6.7	 	Non-Duplication of Benefits






	 	(a)	 	There shall be no duplication of any retirement benefit or deferred vested
pension benefit payable under this Plan, and any pension or retirement benefit
payable under any other qualified defined benefit pension, retirement, or similar
plan to which an Employer or predecessor Employer of the particular Participant has
contributed, based upon the same period of service. Unless such other benefits are
clearly intended to be in addition to benefits under this Plan, the Administrator
shall make or cause to be made appropriate adjustments in the retirement benefit or
deferred vested pension benefit payable under this Plan in respect to any Participant
to carry out the provisions of this paragraph.




23









 












	 	(b)	 	No benefit shall be payable to any Participant under more than one Section
of the Plan for the same period of time. No retirement benefit or deferred vested
pension benefit shall be paid to any Participant while he is receiving benefits
under a long-term disability benefit contract or plan to which an Employer or
Affiliate has contributed.




24









 











ARTICLE VII — COMMENCEMENT AND DURATION OF PENSIONS





	7.1	 	Normal and Early Retirement Pensions






	 	(a)	 	Any normal or early retirement pension shall be payable to a retired
Participant who has applied therefor in accordance with the rules established by the
Administrator, commencing as of the later of the Participant’s Normal Retirement Date
or the first day of the month next following the date as of which the Participant
makes proper application to commence retirement payments. A Participant who is
eligible for an early retirement pension may elect payment prior to Normal Retirement
Date and receive a reduced pension under the provisions of Section 6.2. Subject to
Sections 7.10(b) and 11.12, a Participant who fails to elect such payment as provided
in this Section 7.1 will be deemed to have made an election to defer distribution.
	 
	 	(b)	 	Subject to Sections 7.8 and 7.10, a normal or early retirement pension
shall be payable monthly for the remaining life of such retired Participant. The
last payment to the retired Participant under this form shall be for the month in
which the death of such retired Participant occurs. However, if the retired
Participant duly accepted the Automatic Surviving Spouse’s Pension as set forth in
Section 7.5 or elected an optional form of pension in Section 7.7 and is receiving
his retirement pension pursuant to such election, then any pension payments to him
and his surviving Spouse or Beneficiary shall be as set forth in Section 7.5 or 7.7,
whichever applicable.






	7.2	 	Disability Retirement Pension
	 
	 	 	A disability retirement pension shall be payable to a disabled Participant who has applied
therefor in accordance with the rules established by the Administrator, commencing as of
the Participant’s Normal Retirement Date or later disability retirement date (or, if
later, commencing as of the first day of the month next following the date as of which
application for the disability retirement pension was made), provided the Participant has
remained continuously disabled (within the meaning of Section 5.3) up to his Normal
Retirement Date or later disability retirement date.
	 
	 	 	To ascertain whether a Participant retains his eligibility for a disability retirement
pension, the Participant may be required by the Administrator to submit to a medical
examination at any time prior to his Normal Retirement Age, but not more often than
semi-annually. If it is determined by the Administrator that the Participant is no longer




25









 






	 	 	disabled (within the meaning of Section 5.3) on the basis of such an examination, or that
he has engaged or is engaging in gainful employment (except for purposes of rehabilitation
approved by the Administrator), or that prior to his Normal Retirement Age he ceases to be
eligible for disability benefits under the Social Security Act, then his eligibility for a
disability retirement pension will end and, his Credited Service accumulated to that time
shall be reinstated, whether or not the Participant returns to employment as a Covered
Employee. Such Participant shall be eligible for a retirement or deferred vested
pension, based on such Credited Service, under the provisions of Section 5.1, 5.2, or 5.4.
	 
	 	 	If a participant who is disabled (within the meaning of Section 5.3) chooses to begin a
retirement or deferred vested pension prior to his Normal Retirement Date and prior to a
determination by the Administration that he is no longer disabled, the retirement or
deferred vested pension shall be based on the Participant’s Credited Service as of his
termination of employment due to disability.
	 
	 	 	In the event a Participant who is otherwise eligible for a disability retirement pension
refuses to submit to a medical examination as required by the Administrator, all his
rights to a disability retirement pension hereunder shall cease until he submits to such
examination.
	 
	 	 	Subject to Section 7.8, a disability pension shall be payable monthly for the remaining
life of such retired Participant. The last payment to the retired Participant under this
form shall be for the month in which the death of such retired Participant occurs.
However, if the Participant duly accepted the Automatic Surviving Spouse’s Pension as set
forth in Section 7.5 or elected an optional form of pension in Section 7.7 and is
receiving his retirement pension pursuant to such election, then any pension payments to
him and his surviving Spouse or Beneficiary shall be as set forth in Section 7.5 or 7.7,
whichever applicable.






	7.3	 	Deferred Vested Pension
	 
	 	 	A deferred vested pension shall be payable to a Participant who has met the criteria
provided in Section 5.4 and who has applied therefore in accordance with rules established
by the Administrator, commencing as of the later of the Participant’s Normal Retirement
Date, or the first day of the month next following the date as of which the Participant
makes proper application to commence payment. A Participant




26









 






	 	 	who has at least 15 years of Credited Service as of his termination of employment may
elect to commence payment as of the first day of any month between the age of 55 and his
Normal Retirement Date in accordance with an eligible Participant’s election to receive a
reduced amount under the provisions of Section 6.4. Subject to Sections 7.10(b) and
11.12, a Participant who fails to elect payment as provided in this Section 7.3 will be
deemed to have made an election to defer distribution. Subject to Section 7.8, a deferred
vested pension shall be payable monthly for the remaining life of the Participant. The
last payment to the Participant under this form shall be for the month in which the death
of such Participant occurs. However, if the Participant duly elected the Automatic
Surviving Spouse’s Pension as set forth in Section 7.5 or elected an optional form of
pension in Section 7.7 and is receiving his deferred vested pension pursuant to such
election, then any pension payments to him and his surviving Spouse or Beneficiary shall
be as set forth in Section 7.5 or 7.7, whichever applicable.
	 
	7.4	 	Reemployment of a Retired Participant
	 
	 	 	The pension payable to any Participant receiving retirement benefits or deferred vested
pension benefits shall cease and be permanently withheld if and when such Participant is
reemployed by an Employer; provided, however, that no pension shall be withheld by the
Plan pursuant to this Section 7.4 for any month during which such reemployed Participant
has been employed in a classification which is not covered under the Plan or during which
such Participant fails to complete 40 or more Hours of Service. In addition, no payment
shall be withheld by the Plan pursuant to this Section 7.4 unless the Plan notifies the
reemployed Participant that his benefits are suspended by personal delivery or first class
mail before or during the first calendar month in which the Plan withholds payments. Such
notification shall contain a description of the specific reasons why benefit payments are
being suspended, a general description of the Plan provisions relating to the suspension
of payments, a copy of such provisions, and a statement to the effect that applicable
Department of Labor regulations may be found in Section 2530.203-3 of the Code of Federal
Regulations. In addition, the suspension notification shall inform the reemployed
Participant of the Company’s procedure for affording a review of the suspension of
benefits.
	 
	 	 	The retirement or deferred vested pension shall resume with the month following subsequent
retirement or termination of employment. Any retirement or deferred vested pension
payable upon such subsequent retirement or termination shall be determined as provided in
Article VI on the basis of the Participant’s Credited Service, Final Average




27









 






	 	 	Earnings and Social Security Covered Compensationat the time of his subsequent retirement
or termination; provided, however, that such retirement or deferred vested pension shall
be reduced by the actuarial equivalent of the retirement or deferred vested pension
benefits, if any, that the Participant received prior to the suspension of payment as
provided hereunder. Notwithstanding the foregoing, in no event shall a Participant’s
retirement or deferred vested pension payable following his subsequent retirement or
termination be less than that retirement or deferred vested pension payable to the
Participant prior to his reemployment. In the determination of the Final Average Earnings
of a Participant who is reemployed and who again becomes an active Participant, the
thirty-six month period to be considered shall be the number of months in such period of
reemployment prior to his subsequent date of retirement or termination, plus such number
of months immediately prior to his earlier retirement or termination as shall total
thirty-six months.
	 
	7.5	 	Automatic Surviving Spouse’s Pension
	 
	 	 	A married Participant who is eligible to commence payments pursuant to the normal, early
or disability retirement provisions of the Plan or pursuant to the deferred vested pension
provisions of the Plan and whose benefit may not be paid under the provisions of Section
7.8 shall automatically be deemed to have elected, at the commencement dates otherwise
specified herein, an immediate monthly pension during his lifetime with the provision
that, following his death, a monthly survivor’s pension equal to 50 percent of his reduced
pension shall be payable to his surviving Spouse during the further lifetime of the Spouse
(the “Automatic Surviving Spouse’s Pension”). Such pension shall be actuarially
equivalent to an immediate single life annuity. The automatic election provided in this
Section 7.5 shall become effective as of the Participant’s Annuity Starting Date.
	 
	 	 	An unmarried Participant who retires pursuant to the normal, early or disability
retirement provisions of the Plan or pursuant to the deferred vested pension provisions of
the Plan and whose benefit may not be paid under the provisions of Section 7.8 shall
automatically be deemed to have elected a monthly pension payable for his lifetime as a
single life annuity.
	 
	 	 	A Participant may prevent the automatic election provided in this Section 7.5 at any time
within the “applicable election period” (as hereafter defined) by executing a specific
written rejection of such an election on a form approved by the Administrator




28









 






	 	 	and filing it with the Administrator; provided that such rejection shall not take effect
unless the Participant’s Spouse, if applicable, consents to such rejection in accordance
with Section 7.6 of the Plan. Any election to revoke the Automatic Surviving Spouse’s
Pension and any Spouse’s consent thereto must specify the particular optional form of
benefit elected by the Participant and, if applicable, must state the specific non-Spouse
Beneficiary or Beneficiaries (including any class of Beneficiaries or any contingent
Beneficiaries) who may be entitled to any benefits upon the Participant’s death. Any
subsequent change in optional form of benefit or in a non-Spouse Beneficiary selected
shall be valid only if accompanied by the written and witnessed consent of the
Participant’s Spouse in the manner described in Section 7.6.
	 
	 	 	During the period beginning no more than 180 days and ending no less than 30 days prior to
the Participant’s Annuity Starting Date, the Administrator shall furnish to the
Participant a written general description of the automatic election provided in this
Section 7.5. The general description shall include a written explanation of the
Participant’s and Spouse’s rights under the Automatic Surviving Spouse’s Pension,
including the availability and effect of the election to reject the Automatic Surviving
Spouse’s Pension. Such description shall also provide information as to the material
features of the optional forms of benefit as well as a brief explanation of their relative
values as compared to the Automatic Surviving Spouse’s Pension. In addition, in the event
the Participant’s Annuity Starting Date is prior to his attainment of Normal Retirement
Age, such description shall inform the Participant of his right to defer commencement of
the Plan distribution (including, for Plan Years beginning after December 31, 2006, a
description of the consequences of failing to defer commencement). A Participant may make
and revoke his written rejection of an Automatic Surviving Spouse’s Option at any time and
any number of times within the “applicable election period”. The “applicable election
period” shall commence 180 days prior to the Participant’s Annuity Starting Date and shall
end on the Participant’s Annuity Starting Date. Distribution to the Participant may
commence after seven days have elapsed from the date the Administrator provides the
written description provided that the Participant has received information that clearly
indicates his right to at least 30 days to consider the contents of the description, the
Participant affirmatively elects distribution and any required spousal consent is
satisfied.
	 
	 	 	A Participant who retires pursuant to the normal, early or disability retirement
provisions of the Plan or pursuant to the deferred vested pension provisions of the Plan




29









 






	 	 	and who is entitled, under such provisions, to a pension with a lump sum actuarial
equivalent value not in excess of $5,000 shall receive his pension in accordance with
Section 7.8 hereof.






	7.6	 	Requirement for Spouse Consent
	 
	 	 	Any election of a married Participant under Sections 7.5 and 7.7 (other than an election
to revoke a rejection of the Automatic Surviving Spouse’s Pension under Section 7.5) shall
require the consent of the Participant’s Spouse unless it is established to the
satisfaction of the Administrator that the consent required under this Section 7.6 may not
be obtained:






	 	(a)	 	because there is no Spouse or because the Spouse cannot be located,
	 
	 	(b)	 	because the Participant is legally separated from the Spouse,
	 
	 	(c)	 	because the Participant has been abandoned by his Spouse (within the
meaning of local law) and such Participant has a court order to that effect, or
	 
	 	(d)	 	because of such other circumstances as the Secretary of the Treasury may by
regulations prescribe.






	 	 	Any consent by a Spouse shall be in writing acknowledging the effect of such election or
revocation and witnessed by a notary public or such Plan representatives as may be
designated for this purpose by the Administrator. Any Spouse’s consent (or establishment
that the Spouse’s consent may not be obtained) shall be effective only with respect to
such Spouse.






	7.7	 	Optional Forms of Pensions
	 
	 	 	In lieu of a benefit in the form of payment determined in Section 7.5, a Participant may,
with the consent of his Spouse as described in Section 7.6, elect an actuarially
equivalent benefit described below. This election is effective as of a Participant’s
Annuity Starting Date.






	 	(a)	 	Option A: 10-Year Certain and Life Option — A reduced
monthly retirement income is payable to the Participant during his remaining
lifetime, and upon his death prior to receiving payment for a period equivalent to
120 months, monthly payments of the same reduced amount will be made to his
Beneficiary until the number of monthly payments made to the Beneficiary, when added
to the number of monthly payments made to the Participant, is equivalent to 120
monthly payments.
	 
	 	(b)	 	Option B: 15-year Certain and Life Option — A reduced
monthly retirement income is payable to the Participant during his remaining
lifetime, and upon his




30









 






	 	 	 	death prior to receiving payment for a period equivalent to 180 months, monthly
payments of the same reduced amount will be made to his Beneficiary until the
number of monthly payments made to the Beneficiary, when added to the number of
monthly payments made to the Participant, is equivalent to 180 monthly payments.
	 
	 	(c)	 	Option C: 50% Joint and Survivor Option — a reduced monthly
retirement income is payable to the Participant for his remaining lifetime, and upon
his death, monthly income of 50% of such reduced monthly income previously paid to
the Participant shall be paid to his Beneficiary for as long thereafter as that
person shall live.
	 
	 	(d)	 	Option D: 75% Joint and Survivor Option — effective for
Plan Years beginning after December 31, 2007, a reduced monthly retirement income is
payable to the Participant for his remaining lifetime, and upon his death, monthly
income of 75% of such reduced monthly income previously paid to the Participant shall
be paid to his Beneficiary for as long thereafter as that person shall live.
	 
	 	(e)	 	Option E: 100% Joint and Survivor Option — a reduced
monthly retirement income is payable to the Participant for his remaining lifetime,
and upon his death, monthly income of 100% of such reduced monthly income previously
paid to the Participant shall be paid to his Beneficiary for as long thereafter as
that person shall live.
	 
	 	(f)	 	Option F: Joint and Survivor Pop-Up Option — a reduced
monthly retirement income is payable to the Participant for his remaining lifetime,
and upon his death, monthly income of either 50% or 100% (as elected by the
Participant) of such reduced monthly income previously paid to the Participant shall
be paid to the Participant’s Spouse for as long thereafter as such Spouse shall live;
provided, however, that in the event the Spouse of the Participant predeceases the
Participant and such Spouse’s death occurs within 60 months of the Participant’s
Annuity Starting Date, the provisions of Section 7.12 shall apply. Notwithstanding
any provision of the Plan to the contrary (i) the Joint and Survivor Pop-Up Option
shall be available only with respect to a Participant who has retired under the
normal retirement provisions of Section 5.1 or the early retirement provisions of
Section 5.2, and (ii) actuarial equivalence of a benefit payable under the Joint and
Survivor Pop-Up Option shall be determined under Section 11.6; provided, however,
that in the event an annuity contract is purchased from an insurance company with
respect to such benefit, actuarial equivalence shall thereafter be determined by
reference to the specific annuity




31









 






	 	 	 	contract which will be purchased by the Plan to provide the monthly retirement
income payable under this form of payment.






	 	 	Election of these options must be made during the applicable election period described in
Section 7.5. Except to the extent otherwise provided under Section 8.4, if either the
Participant or his Beneficiary dies after the election of an option is made but before the
Annuity Starting Date such option will not become effective. If the Beneficiary shall die
after commencement of the joint and survivor pension, but before the death of the retired
Participant, the Participant shall continue to receive the reduced pension payable in
accordance with such option. An option may be cancelled by the Participant prior to the
Annuity Starting Date. The effect of such cancellation shall be to reinstate the life
annuity specified in Section 7.1, 7.2 or 7.3, whichever applicable, or, if the Participant
is married, the Automatic Surviving Spouse’s Pension under Section 7.5 (in which case any
subsequent option election must satisfy the requirements of Section 7.5). Except to the
extent expressly permitted under the Plan, no election regarding an optional form of
payment may be made by a Participant following the Participant’s Annuity Starting Date.
If the Beneficiary designated by a Participant in connection with the election of an
optional form of benefit is not the Spouse of the Participant, then the election shall be
effective only if the minimum distribution incidental benefit requirements of Section
1.401(a)(9)-6 of the Income Tax Regulations are satisfied with respect to such
distribution.






	7.8	 	Payment of Small Pension






	 	(a)	 	Notwithstanding any provision of the Plan to the contrary, if the actuarial
equivalent present value of any retirement benefit, deferred vested pension or
survivor benefit does not exceed $5,000 such benefit shall be paid as soon as
practicable in a lump sum equal to such present value. No lump sum payments shall be
made if the actuarial equivalent present value of the benefit is in excess of this
threshold.
	 
	 	(b)	 	Effective for any distribution to a Participant under this Section 7.8 on
and after March 28, 2005, the lump sum payment described above shall be made on the
conditions that the Participant is alive as of the applicable Annuity Starting Date
and, except as otherwise provided in this subsection (b), that the Participant
affirmatively elects payment in cash or as a Direct Rollover (as defined in Section
7.11). No further election or consent shall be required or permitted with respect to
such distribution. Effective for any distribution to a Participant under this
Section 7.8 on and after February 1, 2006, if the Participant fails to affirmatively




32









 






	 	 	 	elect payment in cash or as a Direct Rollover within the 60-day period following the
Administrator’s distribution of the Direct Rollover explanation and election, as
applicable to a benefit with an actuarial equivalent present value in excess of
$1,000, the Administrator shall direct distribution of the lump sum payment in the
form of a Direct Rollover to an individual retirement plan or annuity selected by
the Administrator. If the actuarial equivalent present value of the retirement
benefit or deferred vested pension does not exceed $1,000 as of the applicable
Annuity Starting Date and the Participant fails to make a cash/Direct Rollover
election within such 60-day period, the Plan shall pay such benefit in the form of
an actuarial equivalent cash lump sum as soon as practicable following the
expiration of such 60-day period.
	 
	 	(c)	 	The actuarial equivalent present value of a retirement benefit, deferred
vested pension or survivor benefit shall be calculated and paid on the basis of the
“applicable mortality table”, as defined in Section 417(e)(3)(B) of the Code, and the
“applicable interest rate”, as defined in Section 417(e)(3)(C) of the Code, for the
second calendar month preceding the month in which the distribution is payable (and,
for Plan Years beginning before December 31, 2012, reflecting the phase-in applicable
under Section 417(e)(3)(D) of the Code); provided, however, that in the event the
Alternative Present Value (as hereinafter defined) of the applicable benefit is a
larger amount, such larger amount shall be paid (provided such Alternative Present
Value calculation does not exceed $5,000). For purposes of this Section 7.8, the
“Alternative Present Value” of a retirement benefit, deferred vested pension or
survivor benefit shall be based on the Accrued Pension earned by the Participant at
the earlier of his termination of employment, or December 30, 1995, determined by
using the UP-1984 mortality table (reflecting a one-year setback for Participants and
a two-year setback for Beneficiaries) and a 6% interest rate.
	 
	 	(d)	 	The provisions of this Section 7.8 shall likewise apply to any Participant
who terminates his employment with an Employer and all Affiliates prior to his
completion of such period of Service as is required for a deferred vested pension
under the Plan. In such case the terminated Participant shall be deemed to receive a
lump sum distribution of the actuarial equivalent present value of his entire vested
pension as of his date of termination of employment. Subject to Section 7.9 hereof,
a Participant who receives a distribution (or deemed distribution) under this Section
7.8 shall lose his Credited Service (and Service, in the case of a deemed
distribution) under the Plan, shall forfeit his nonvested Accrued Pension




33









 






	 	 	 	and shall no longer be considered a Participant hereunder after such date of
distribution (or deemed distribution).






	7.9	 	Repayment of Cashout on Reemployment
	 
	 	 	Notwithstanding any provision of Section 7.8 to the contrary, in the event a Participant
described in Section 7.8 receives a distribution described thereunder and is subsequently
reemployed by an Employer as a Covered Employee, such Participant’s Credited Service and
Accrued Pension earned before his termination of employment shall be reinstated for all
purposes of the Plan if the Participant repays to the Plan the full amount of his
distribution with interest, compounded annually from the date of distribution to December
30, 1988 at the rate of five percent (5%) per annum and from December 31, 1988 to the date
of repayment at the rate determined for each Plan Year within such period under Section
411(c)(2)(C) of the Code. With respect to a former Participant who has been deemed to
receive a distribution of his entire vested pension upon his termination of employment in
accordance with Section 7.8(d), such individual shall be deemed to have repaid such
distribution, with interest, as of his date of rehire and such Participant’s Service,
Credited Service and Accrued Pension earned before his termination of employment shall be
reinstated as of such date. For purposes of the foregoing, the period in which the
Participant’s repayment or deemed repayment must occur shall end on the earlier of the
fifth anniversary of the Participant’s reemployment or the date on which the Participant’s
Period of Severance extends to five consecutive years.
	 
	7.10	 	Delay in Commencement of Pension Payments






	 	(a)	 	Unless the Participant otherwise elects, payment of any pension under the
provisions of this Article VII shall commence as of a date that is no later than 60
days after the later of the close of the Plan Year during which a Participant: (i)
attains his Normal Retirement Age or, (ii) terminates his employment with an Employer
and Affiliates. A Participant who has terminated employment with an Employer and
Affiliates may not affirmatively elect to defer payment of any retirement or deferred
vested benefit beyond the Participant’s Normal Retirement Date. Notwithstanding the
foregoing and subject to Sections 7.10(b) and 11.12, the failure of a Participant,
surviving Spouse or Beneficiary to properly complete and file the required
application materials shall be deemed to be an election to defer commencement of
payment. No payment under the Plan will be increased on account of any delay in
payment due to a Participant’s or Beneficiary’s failure




34









 






	 	 	 	to properly file the required application forms or to otherwise accept such payment.
No payment to an alternate payee under a qualified domestic relations order may be
made before the affected Participant’s earliest retirement age under the Code.






	 	(b)	 	Notwithstanding any inconsistent provision of the Plan and effective
January 1, 2003, all distributions under the Plan shall be made in accordance with
Code Section 401(a)(9), including the incidental death benefit requirement of Code
Section 401(a)(9)(G), and Sections 1.401(a)(9)-1 through 1.401(a)(9)-9 of the Income
Tax Regulations. Specifically, distribution of the Participant’s interest shall:






	 	(i)	 	be completed no later than the Required Beginning Date; or
	 
	 	(ii)	 	commence not later than the Required Beginning Date with
distribution to the Participant made over the life of the Participant or joint
lives of the Participant and a designated Beneficiary or a period not longer
than the life of the Participant or joint lives of the Participant and a
designated Beneficiary.






	 	 	 	For purposes of this Section 7.10, Required Beginning Date shall mean April 1 of the
calendar year following the later of the calendar year in which the Participant
attains age 701/2 or the calendar year in which the Participant terminates employment
or retires; provided, however, if the Participant is a five-percent owner (as
defined in Section 416 of the Code), the Required Beginning Date shall be April 1 of
the calendar year following the calendar year in which the Participant attains age
701/2, regardless of the date that the five-percent owner terminates employment or
retires. In the case of a Participant who terminates employment or retires in a
calendar year after the calendar year in which he attains age 701/2 and who has not
commenced payments as of the first day of such later calendar year, the Plan benefit
accrued by the Participant shall be actuarially increased, to the extent required by
regulations, to take into account the period (commencing on the April 1st
of the calendar year following the calendar year in which the Participant attains
age 701/2 and ending on the date payment commences) during which the Participant did
not receive any benefits under the Plan; provided, however, that such actuarial
increase, to the extent permitted by regulations, shall reduce the benefit accrual
otherwise occurring during such period.






	 	(c)	 	In the event that a Participant dies prior to the date that distribution
commences:




35









 












	 	(i)	 	any portion of the Participant’s interest that is not payable
to a designated Beneficiary shall be distributed not later than the end of the
calendar year which includes the fifth anniversary of the date of the
Participant’s death; and
	 
	 	(ii)	 	any portion of the Participant’s interest that is payable to a
designated Beneficiary shall be distributed in accordance with subsection (i)
above or over the life of the designated Beneficiary (or over a period not
extending beyond the life expectancy of the Beneficiary), commencing not later
than the end of the calendar year following the calendar year of the
Participant’s death or, if the Beneficiary is the Participant’s surviving
Spouse, commencing not later than the last day of the later of the calendar
year in which the Participant would have attained age 701/2 or the calendar year
following the calendar year which includes the date of the Participant’s death.






	 	(d)	 	In the event that a Participant dies after distribution of his interest has
begun, but prior to distribution of his entire interest, the remaining portion of such
interest shall be distributed in a method that is at least a rapid as the method in
effect at the date of the Participant’s death.






	7.11	 	Direct Rollover of Eligible Rollover Distributions.






	 	 	Notwithstanding any provision of the Plan to the contrary, a Distributee may elect,
subject to provisions adopted by the Administrator which shall be consistent with income
tax regulations, to have any portion of an Eligible Rollover Distribution paid directly to
an Eligible Retirement Plan specified by the Distributee in a Direct Rollover to such
plan. The Administrator shall notify a Distributee of his right to elect a Direct
Rollover. Such notice shall be provided to the Distributee between 30 days and 180 days
prior to the Distributee’s Annuity Starting Date. A Distributee’s affirmative election to
make or not make a Direct Rollover may be implemented by the Administrator less than 30
days after the Distributee receives such notice of his Direct Rollover rights, but only if
the Administrator notifies the Distributee that he has the right to consider the decision
of whether or not to elect a Direct Rollover for up to 30 days. For purposes of this
Section:






	 	(a)	 	The term “Distributee” shall mean an Employee or former Employee. In
addition, such an individual’s surviving Spouse or such an individual’s Spouse or
former Spouse who is an alternate payee within the meaning of Section 414(p)(8) of
the Code are Distributees with respect to the interest of the Spouse or former
Spouse.




36









 






	 	 	 	With respect to distributions made on or after December 31, 2009, a Distributee
shall also include an Employee’s or former Employee’s Beneficiary who is not the
Employee’s or former Employee’s Spouse.
	 
	 	(b)	 	The term “Eligible Rollover Distribution” shall mean any distribution of
all or any portion of the balance to the credit of the Distributee other than: (i)
any distribution that is one of a series of substantially equal periodic payments
made for the life (or life expectancy) of the Distributee or the joint lives (or
joint life expectancies) of the Distributee and his Beneficiary, or for a specified
period of ten years or more; (ii) any distribution to the extent such distribution is
required under Section 401(a)(9) of the Code; and, (iii) any portion of a hardship
withdrawal. In addition, a portion of a distribution shall not fail to be an
Eligible Rollover Distribution merely because the portion consists of after-tax
employee contributions which are not includible in gross income. However, such
portion may be paid only to an individual retirement account or annuity described in
Section 408(a) or (b) of the Code, respectively, or (for distributions on and after
January 1, 2008) to a Roth IRA described in Section 408A of the Code, to a qualified
trust defined in Section 401(a) of the Code, or to an annuity contract described in
Section 403(b) of the Code provided such account, annuity, IRA, trust or annuity
contract agrees to separately account for amounts so transferred, including
separately accounting for the portion of such distribution which is includible in
gross income and the portion of such distribution which is not so includible.
	 
	 	 	 	An Eligible Rollover Distribution with respect to a Distributee who is not the
Employee’s or former Employee’s Spouse must be made by a direct trustee-to-trustee
transfer.
	 
	 	(c)	 	The term “Eligible Retirement Plan” shall mean an individual retirement account
described in Section 408(a) of the Code, an individual retirement annuity described
in Section 408(b) of the Code, an annuity described in Section 403(a) of the Code, an
annuity described in Section 403(b) of the Code, an eligible plan under Section
457(b) of the Code which is maintained by a state or a political subdivision of a
state and which agrees to separately account for amounts transferred, a qualified
trust described in Section 401(a) of the Code, and for periods on and after January
1, 2008, a Roth IRA under Section 408A of the Code, that accepts the Distributee’s
Eligible Rollover Distribution. However, in the case of an Eligible Rollover
Distribution: (i) that includes after-tax employee contributions, an Eligible
Retirement Plan is an individual retirement account or






37












 






	 	 	 	annuity described in Section 408(a) or (b) of the Code,
or a qualified defined contribution plan or annuity described in Section 401(a)
or 403(a) of the Code that agrees to separately account for such Eligible
Rollover Distributions, including separately accounting for the portion of such
distribution which is includible in gross income and the portion of such
distribution which is not so includible, (ii) that includes a Designated Roth
Account, an Eligible Retirement Plan is an individual retirement plan described
in Section 408A of the Code or a qualified defined contribution plan described
in Section 401(a) of the Code that agrees to separately account for such
Eligible Rollover Distribution, including separately accounting for the portion
of such distribution which is includible in gross income and the potion of such
distribution which is not so includible, and (iii) that is made on behalf of a
Distributee who is not the Employee’s or former Employee’s Spouse, an Eligible
Retirement Plan shall mean an individual retirement account described in Section
408(a) of the Code or an individual retirement annuity described in Section
408(b) of the Code established for the purpose of receiving a distribution on
behalf of a Beneficiary, which will be treated as an inherited IRA pursuant to
Section 402(c)(11) of the Code.
	 
	 	(d)	 	The term “Direct Rollover” shall mean a payment by the Plan to the Eligible
Retirement Plan specified by the Distributee.






	7.12	 	Change to Pension Payments in Connection with Qualifying Event.






	 	(a)	 	In the event an Eligible Retiree (as hereinafter defined) experiences a
Qualifying Event (as hereinafter defined), the provisions of this Section 7.12 shall
apply, provided that the Eligible Retiree furnishes the Administrator with reasonable
notice of the Qualifying Event within 120 days of the Qualifying Event and provides
such further information applicable hereunder as the Administrator may reasonably
require. For purposes of this Section:






	 	(i)	 	“Eligible Retiree” shall mean a Participant
who has retired under the normal retirement provisions of
Section 5.1 or the early retirement provisions of Section 5.2
and who, as of his Annuity Starting Date, was either:






	 	(A)	 	legally married and commencing
receipt of his retirement income in the form of an
Automatic Surviving Spouse’s Pension (as defined in
Section 7.5), under the 100% Joint and Survivor Option
(with




38









 






	 	 	 	his Spouse as Beneficiary thereunder) or under the Joint
and Survivor Pop-Up Option; or
	 
	 	(B)	 	unmarried and commencing receipt
of his retirement income in the normal form of benefit
provided under Section 7.1 (a life annuity).






	 	(ii)	 	“Qualifying Event” shall mean an event
described in (A), (B) or (C) below:






	 	(A)	 	The Spouse of an Eligible Retiree
who is receiving retirement income under the Joint and
Survivor Pop-Up Option under Section 7.7(e) predeceases
the Eligible Retiree and such Spouse’s death occurs within
60 months of the Eligible Retiree’s Annuity Starting Date;
	 
	 	(B)	 	The marital status of an Eligible
Retiree who is receiving retirement income under any of
the forms of payment described in subparagraph (a)(i)(A)
of this Section 7.12 changes within 120 months of his
Annuity Starting Date due to the Eligible Retiree’s
divorce, marital dissolution, or legal separation; or
	 
	 	(C)	 	The marital status of an Eligible
Retiree who is described under subparagraph (a)(i)(B) of
this Section 7.12 changes and within 120 months of his
Annuity Starting Date due to the Eligible Retiree’s
marriage.






	 	(iii)	 	“Qualifying Event Election Period” shall mean
the 90-day period beginning on the date on which the Eligible
Retiree timely notifies the Administrator of a Qualifying Event,
as provided in Section 7.12(a) above.
	 
	 	(iv)	 	The determination of an Eligible Retiree’s
marital status and the determination of whether a divorce,
marital dissolution or legal separation has occurred shall be
made on the basis of the laws of the Commonwealth of
Pennsylvania unless preempted by federal law.






	 	(b)	 	In the event of the occurrence of a Qualifying Event described in
subparagraphs (a)(ii)(A) or (a)(ii)(B) of this Section 7.12, and contingent upon the
Eligible Retiree’s timely notification to the Administrator, the retirement income
payable




39









 






	 	 	 	to the affected Eligible Retiree shall revert to the normal form of benefit provided
under Section 7.1 (a life annuity) as of the first day of the month following the
expiration of the Qualifying Event Election Period; provided, however, that:






	 	(i)	 	The amount of such monthly life annuity shall
be the actuarial equivalent of the Eligible Retiree’s benefit,
determined as of the time of calculation hereunder, under the
form of payment in effect as of his Annuity Starting Date;
provided, however, that such monthly amount shall not exceed the
amount of the monthly life annuity which the Eligible Retiree
was entitled to as of his Annuity Starting Date; and
	 
	 	(ii)	 	In the case of a Qualifying Event described in
subparagraph (a)(ii)(B) of this Section 7.12, the Spouse or
ex-Spouse of the Eligible Retiree, as part of the division of
marital property (or other determination which is not subject to
modification under state law), expressly waives all interest in
the Eligible Retiree’s pension under the Plan and such waiver is
incorporated into a document which satisfies the formal
requirements of a “Qualified Domestic Relations Order” as
defined in Section 414(p) of the Code; and
	 
	 	(iii)	 	In the case of a Qualifying Event described
in subparagraph (a)(ii)(B) of this Section 7.12, the Spouse or
ex-Spouse of the Eligible Retiree shall secure such proof of
insurability as the Administrator may require, in its
discretion.






	 	(c)	 	In the case of any Qualifying Event described in subparagraph (a)(ii)(C) of
this Section 7.12 and contingent upon the Eligible Retiree’s timely notification to
the Administrator, the affected Eligible Retiree shall be permitted to elect, within
the Qualifying Event Election Period, to receive his future retirement income from
the Plan in one of the forms of payment described in paragraphs (c), (d), or (e) of
Section 7.7 (a 50% or 100% Joint and Survivor Option or a 50% or 100% Joint and
Survivor Pop-Up Option) with his Spouse as Beneficiary thereunder; provided, however,
that:






	 	(i)	 	Payments under any elected form of payment shall
commence as of the first day of the month next following the
month in which the Eligible Retiree makes full and complete
application to the Administrator in accordance with rules
established by the Administrator (such




40









 






	 	 	 	commencement date referred to herein as the “Adjusted
Commencement Date”); and
	 
	 	(ii)	 	Payments under any elected form of payment shall
be the actuarial equivalent of the Eligible Retiree’s benefit,
determined as of the time of calculation hereunder, under the
form of payment in effect as of his Annuity Starting Date;
provided, however, that such monthly amount shall not exceed the
amount of the monthly benefit under the elected form of payment
which the Eligible Retiree was entitled to as of his Annuity
Starting Date; and
	 
	 	(iii)	 	The Eligible Retiree shall secure such proof of
insurability of the Eligible Retiree and/or the Eligible
Retiree’s Spouse as the Administrator may require, in its
discretion; and
	 
	 	(iv)	 	The provisions of Sections 7.5 and 7.6 hereof
shall apply with respect to any Eligible Retiree who is married
as of the Adjusted Commencement Date and, for purposes of such
Sections and Section 7.7, the Adjusted Commencement Date shall be
deemed the Annuity Starting Date for the elected form of payment
described in this Section 7.12(c); and
	 
	 	(v)	 	In no event shall more than one election be made
under this Section 7.12(c) by an Eligible Retiree with respect to
any single Qualifying Event nor shall this Section 7.12 be
applicable more than twice with respect to any Eligible Retiree,
Section 7.12(c), irrespective of the number of Qualifying Events
affecting such Eligible Retiree; and
	 
	 	(vi)	 	A Participant’s status as an Eligible Retiree
must be independently satisfied with respect to each Qualifying
Event (substituting, where applicable, the Adjusted Commencement
Date for the Annuity Starting Date under Section 7.12(a)(i)).




41









 











ARTICLE VIII — DEATH BENEFITS





	8.1	 	Death Prior to Retirement or Severance
	 
	 	 	Upon the death of a Participant prior to his Date of Severance, his surviving Spouse, if
any, shall receive a monthly surviving Spouse’s benefit under the assumption that the
Participant had retired the day prior to his death with an Accrued Pension under the Plan
as determined in accordance with the provisions of Section 6.2(a), and under the further
assumption that the automatic election of a surviving Spouse’s benefit pursuant to
subsection 7.5 was in effect at the time of death. Such surviving Spouse benefit shall
commence as of the first day of the month following the Participant’s death, shall be
unreduced for early commencement and shall be payable for the lifetime of the surviving
Spouse.
	 
	 	 	For purposes of Sections 8.1, 8.2 and 8.3, the interest that is payable to the
Participant’s surviving Spouse shall be distributed over a period not in excess of the
life expectancy of such surviving Spouse and shall commence no later than the December 31
of the calendar year in which the Participant would have attained age 65 (or the December
31 of the calendar year immediately following the calendar year of the Participant’s
death, if later).
	 
	8.2	 	Death Prior to Commencement of Early or Disability Pensions
	 
	 	 	Upon the death of a Participant after his Date of Severance, and prior to his Annuity
Starting Date and while the Participant is awaiting the commencement of payment of either:
(1) an early retirement pension pursuant to Section 6.2(a) above, or (2) a disability
pension after attainment of age 55 but prior to the attainment of his Normal Retirement
Date, his surviving Spouse, if any, shall receive a monthly surviving Spouse’s benefit
under the assumption that the Participant had retired the day prior to his death with an
Accrued Pension under the Plan as determined in accordance with the provisions of Section
6.2(a), and under the further assumption that the automatic election of a surviving
Spouse’s benefit pursuant to subsection 7.5 was in effect at the time of death. Following
proper application, such surviving Spouse’s benefit shall commence as of the first day of
the month following the Participant’s death unless the surviving Spouse elects a later
commencement date. Subject to Sections 7.10(c) and 11.12, a surviving Spouse who fails to
make proper application for payment will be deemed to have made an election to defer
distribution. Such surviving Spouse’s benefit




42









 






	 	 	shall be reduced for early commencement in accordance with the provisions of Section
6.2(b) and shall be payable for the lifetime of the surviving Spouse.
	 
	 	 	Upon the death of a disabled Participant who is awaiting commencement of his pension at
his Normal Retirement Date and who has not incurred his Date of Severance at the time of
his death, his surviving Spouse, if any, shall receive a monthly surviving Spouse’s
benefit determined under the provisions of Section 8.1.
	 
	 	 	If a Participant incurs his Date of Severance when eligible for a disability retirement
pension under Section 5.3 and at a time during which he is receiving long term disability
benefits under the Erie Insurance Group Long Term Disability Income Benefits Program, then
service to date of death will be included for benefit purposes.
	 
	8.3	 	Death Prior to Commencement of Vested Pensions
	 
	 	 	If a vested former Participant who has at least one Hour of Service on or after December
31, 1976, and who has been married for at least one year on his date of death, dies on or
after August 23, 1984 but prior to his Annuity Starting Date, then his surviving Spouse
shall be provided with a preretirement survivor annuity determined as follows:






	 	(a)	 	in the case of a Participant who dies after the date on which the
Participant attained his Earliest Retirement Age as though such Participant had
retired on the day before the Participant’s date of death, with an immediate benefit
determined under the provisions of Section 6.2(a) and payable under the Automatic
Surviving Spouse’s Pension in Section 7.5 of the Plan, or
	 
	 	(b)	 	in the case of a Participant who dies on or before the date on which the
Participant would have attained his Earliest Retirement Age, as though such
Participant had:






	 	(i)	 	separated from Service on his Date of Severance,
	 
	 	(ii)	 	survived to his Earliest Retirement Age,
	 
	 	(iii)	 	retired with an immediate benefit determined under the
provisions of Section 6.4 and payable under the Automatic Surviving Spouse’s
Option in Section 7.5 of the Plan at the Earliest Retirement Age, and
	 
	 	(iv)	 	died on the day after the day on which such Participant would
have attained the Earliest Retirement Age.






	 	 	Following proper application, a monthly surviving Spouse’s benefit shall commence under
this Section 8.3 as of the first day of the month following the later of the month of




43









 






	 	 	the Participant’s death or the month in which the Participant would have attained his
Earliest Retirement Age under the Plan unless the surviving Spouse elects a later
commencement date (which shall not be later than the Participant’s Normal Retirement Date.
Subject to Section 7.10(a) and 11.12, a surviving Spouse who fails to make proper
application for payment will be deemed to have made an election to defer distribution.
Such surviving Spouse’s benefit shall be reduced for early commencement in accordance with
Section 6.2(b) and shall be payable thereafter for the remainder of the surviving Spouse’s
lifetime.
	 
	8.4	 	Effect of Valid Joint and Survivor Election
	 
	 	 	Notwithstanding the foregoing, in the event a Participant described in Section 8.1, 8.2 or
8.3 above has made a valid election of either Option D or Option E under Section 7.7 and
names his Spouse as Beneficiary thereunder, or a valid election of a 100% Joint and
Survivor Pop-Up Option under Section 7.7, the amount of the surviving Spouse’s benefit
under Section 8.1, 8.2 or 8.3 shall be based on the survivor percentage applicable to the
Participant’s elected option.
	 
	8.5	 	Death on or After Annuity Starting Date
	 
	 	 	Upon the death of a Participant on or after his Annuity Starting Date, payments, if any,
to a Beneficiary shall be made in accordance with the form of benefit in effect on the
date of the Participant’s death. If the Beneficiary of the deceased Participant is
entitled to receive the remaining certain period payments from the 10-Year or 15-Year
Certain and Life forms of payment, the Administrator shall instruct the Trustee to pay to
such Beneficiary the actuarial equivalent value of the monthly payments to which the
Beneficiary is entitled in a single sum. Actuarial equivalence for this purpose shall be
determined under the assumptions set forth in Section 7.8. If the Beneficiary under such
form of payment is the surviving Spouse of the deceased Participant, then any amounts
payable may be converted to an actuarially equivalent life annuity to such Spouse provided
the Spouse requests payment in such form. Notwithstanding the foregoing, in all events
the deceased Participant’s remaining interest in the Plan shall be distributed at least as
rapidly as under the form of distribution in operation as of the date of the Participant’s
death.




44









 






	8.6	 	Death Benefit for Vested Participants Who Terminated After September 1, 1974 and Prior to
August 23, 1984
	 
	 	 	Any vested former Participant who terminated after September 1, 1974 and prior to August
23, 1984 and whose benefits are not in pay status as of August 23, 1984 is to be provided
with the right to elect to receive such benefits reduced and payable in the form of a
qualified 50% joint and survivor annuity as defined by ERISA and the Internal Revenue Code
as in effect prior to August 23, 1984, including the right to revoke such coverage without
spousal consent if such former Participant:






	 	(a)	 	completed at least one Hour of Service under the Plan after September 1,
1974, and
	 
	 	(b)	 	survives to his Annuity Starting Date.




45









 











ARTICLE IX — TRUST FUND AND THE TRUSTEE





	9.1	 	Trust Fund






	 	(a)	 	The Company has executed a Trust Agreement with a Trustee under the terms
of which a Trust Fund will be established for the purpose of receiving and holding
contributions made by the Company as well as interest and other income on investments
of such funds, and for the purpose of paying the pensions and other benefits provided
by the Plan and paying any expenses incident to the operation of the Plan or Trust
Fund as otherwise provided herein. The Trustee is to manage and operate the Trust
Fund and to receive, hold, invest and reinvest the funds of the Trust.
	 
	 	(b)	 	The Company may modify the Trust Agreement as provided therein to
accomplish the purpose of the Plan. The Administrator may remove any Trustee and may
select any successor trustee. Pensions under the Plan may alternatively be provided
through the purchase of annuity contracts issued by an insurance company. In lieu of
a Trust Agreement and Trust Fund, the Company may utilize a contract or contracts of
insurance for the purpose of receiving and holding contributions made by the Company
and for the purpose of paying pensions and other benefits provided by the Plan, and
in such event the references hereunder to “Trust Agreement”, “Trustee” and “Trust
Fund” shall be deemed to be references to “Insurance Contract”, “Insurance Carrier”
and “Insured Fund” respectively.
	 
	 	(c)	 	The Administrator may select an independent investment manager to invest
any portion of the Trust Fund in each of the various funds. Such investment manager
shall be either registered as an investment manager under the Investment Adviser’s
Act of 1940, a bank, a mutual fund, or an insurance company, and as required by the
Administrator, shall acknowledge in writing that he is a fiduciary with respect to
the Plan.
	 
	 	(d)	 	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 9.1.
	 
	 	 	 	The Administrator shall have the following responsibilities:






	 	(i)	 	to appoint and remove Trustees;
	 
	 	(ii)	 	to appoint investment managers;
	 
	 	(iii)	 	to select investment funds or other investments under the
Plan;
	 
	 	(iv)	 	to allocate the duties and procedures for the Trustee and
investment managers;




46









 






	 	(v)	 	to establish an investment philosophy and goals for each of the
investment managers;
	 
	 	(vi)	 	to monitor the Trustee with respect to servicing the Trust Fund
in a fiduciary capacity; and
	 
	 	(vii)	 	to monitor the investment 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 9.1. 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.






	9.2	 	Irrevocability
	 
	 	 	The Trust Fund shall be used to pay pensions and other benefits as provided in the Plan
and, as provided in Section 9.6, those reasonable expenses, taxes and fees incurred in the
administration of the Plan and Trust Fund which are not paid directly by the Company. No
part of the principal or income of the fund shall be used for or diverted to purposes
other than those provided in the Plan and no part of the Trust Fund shall revert to the
Company for the benefit of the Company, except as permitted under Sections 9.3, 11.4 and
12.2 hereof.
	 
	9.3	 	Contributions by the Company
	 
	 	 	The Company will pay to the Trustee, subject to all the other provisions of the Plan, such
amounts as its Board determines, authorizes and directs; provided that as a minimum
contribution, the Company intends to pay to the Trustee such amounts as may be necessary
to meet the minimum funding standards established under the Employee Retirement Income
Security Act of 1974. The Company also intends to pay all expenses incident to the
operation of the Plan that are not paid directly from the Trust Fund. Any forfeitures
arising from the severance of employment or death of a Participant, or for any other
reason, shall be used to reduce the contributions of the Company under the Plan and shall
not be applied to increase the pensions or benefits any Participant would otherwise
receive under the Plan at any time prior to the termination of the Plan.
	 
	 	 	Payments made to meet the minimum funding standards established under ERISA shall, to the
maximum extent permitted by valid provisions of ERISA, be in complete




47









 






	 	 	discharge of the financial obligation of the Company under this Plan. The pension
benefits of the Plan shall, subject to valid provisions of ERISA, be only such as can be
provided by the assets of the Trust and there shall be no further liability or obligation
on any Employer to make any further contributions to the Trust for any reason. Except as
prescribed by valid provisions of ERISA, the Company does not guarantee continuity of
payment of any benefits under the Plan. The Company does not, in any event, guarantee
that its contributions or the Trust Fund will be sufficient to provide the benefits
hereunder. All rights of Participants and Beneficiaries, and of any person claiming under
any Participant or Beneficiary, shall be enforceable only against the Trust Fund, except
as ERISA may otherwise provide.
	 
	 	 	Notwithstanding any provisions of the Plan to the contrary, each contribution made by the
Company shall be conditioned upon the deductibility of the contribution under Section 404
of the Code. If the deduction of all or part of the contribution is disallowed, the
contribution shall, to the extent disallowed, be repaid to the Company within one year
after the date of disallowance. A contribution also may be repaid to the Company, within
one year after the date made, to the extent it exceeded the full funding limitation or
otherwise was made in error because of a mistake in fact. Amounts returned under this
Section 9.3 shall recognize any net losses attributable to the returned contribution but
shall not include any net earnings thereon.
	 
	9.4	 	Contributions By Participants
	 
	 	 	No Participant shall be required or allowed to make any contribution to the Trust Fund
established under the Plan.
	 
	9.5	 	Benefits Payable Only From Trust Fund
	 
	 	 	Payment of benefits under the Plan to Participants and Beneficiaries will be made only by
the Trustee from the funds or securities held by the Trust and/or the annuity contract or
contracts held by the Trust. Except as may be provided by law, no liability for the
payment of benefits to Participants or their Beneficiaries hereunder shall be imposed upon
the Company, any Employer or the officers or shareholders of the Company or any Employer,
and there shall be no liability or obligation on the part of the Company or any Employer,
to make any further contributions in the event of termination of the Plan.




48









 






	9.6	 	Plan Expenses
	 
	 	 	All reasonable expenses, taxes and fees of the Plan, the Administrator and the Trustee
incurred in the administration of the Plan and Trust Fund shall be paid from the Trust
Fund; provided, however, that the obligation of the Trust Fund to pay such expenses, taxes
and fees shall cease to exist to the extent that the same are paid, at the discretion of
the Company, by the Employers.






49












 





ARTICLE X — BENEFIT LIMITATIONS





	10.1	 	Maximum Limitation Under Section 415(b) of the Code (Effective January 1, 2008)
This Section 10.1 is intended to comply with Section 415(b) of the Code, the terms of
which are incorporated herein by reference and this Section shall be so construed. Any
provisions of the Plan to the contrary notwithstanding, benefits accrued and benefits
payable under the Plan shall be subject to the following limitations, effective for
limitation years on or after July 1, 2007:






	 	(a)	 	In no event shall the annual benefit accrued, distributed or otherwise
payable to any Participant exceed the Section 415 limit described in subsection (b).
To the extent necessary to comply with Section 411(b) of the Code, if the benefit the
Participant would otherwise accrue in a limitation year would produce an annual
benefit in excess of the Section 415 limit described in subsection (b), the benefit
will be limited (or the rate of accrual reduced) to a benefit that does not exceed
such limit.






	 	(b)	 	The Section 415 limit is the lesser of (i) and (ii) below:






	 	(i)	 	The dollar limitation set forth in Section 415(b)(1)(A) of the
Code, or
	 
	 	(ii)	 	100% of the Participant’s average annual Test Compenstion for
the three consecutive calendar years (or, if his period of employment is less
than three years, for his entire period of employment) as a Participant during
which he received the greatest aggregate Test Compensation.






	 	(c)	 	In no event shall the limitations in subsection (b) be less than $10,000 if
the Participant has not at any time participated in a defined contribution plan
maintained by the Employer.
	 
	 	(d)	 	For purposes of the maximum limitation of this Article, all qualified
defined benefit plans (whether or not terminated) maintained by an Employer or any
Affiliate shall be treated as a single plan. For purposes of applying the
limitations of Section 415, the terms “Employer” and “Affiliate” shall be construed
in light of Sections 414(b) and 414(c) of the Code, as modified by Section 415(h) of
the Code.
	 
	 	(e)	 	The dollar limitation described in paragraph (b)(i) above shall be
increased by the cost of living adjustment factor prescribed by the Secretary of the
Treasury under Section 415(d) of the Code. Such adjustment factor shall be applied
to Participants and to such items as the Secretary of the Treasury shall prescribe.
	 
	 	(f)	 	If the benefit payable to a Participant commences prior to age 62, the
dollar limitation specified under paragraph (b)(i) above as adjusted by subsection
(e)




50









 






	 	 	 	shall be the lesser of: (A) the dollar limitation specified under paragraph (b)(i)
above as adjusted by subsection (e) multiplied by the ratio of the annual amount of
the straight life annuity commencing at his Annuity Starting Date, over the annual
amount of the straight life annuity commencing at age 62 (both determined without
regard to the limitations of Section 415 of the Code), or (B) such limit, after the
application of an actuarially equivalent reduction from age 62 to his age as of his
Annuity Starting Date, using a 5% interest rate assumption and the applicable
mortality table under Section 417(e)(3)(B) of the Code. No adjustment shall be made
to reflect the probability of a Participant’s death after the Annuity Starting Date
and before age 62.






	 	(g)	 	If the benefit payable to a Participant commences after age 65, the dollar
limitation specified under paragraph (b)(i) above as adjusted by subsection (e) shall
be the lesser of : (A) the dollar limitation specified under paragraph (b)(i) above
as adjusted by subsection (e) multiplied by the ratio of the annual amount of the
immediately commencing straight life annuity payable to the Participant (ignoring
accruals after age 65) using the actuarial adjustments in Section 11.6 over the
annual amount of the straight life annuity that would have been payable at age 65, or
(B) the dollar limitation specified under paragraph (b)(i) above as adjusted by
subsection (e) actuarially increased using a 5% interest rate assumption and the
applicable mortality table under Section 417(e)(3)(B) of the Code. The probability
of the Participant dying after age 65 and before the age at which the payment of
benefits would commence shall not be taken into account in increasing the dollar
limitation under this subsection (g).
	 
	 	(h)	 	The annual benefit is a retirement benefit under the Plan which is payable
annually in the form of a single life annuity.






	 	(i)	 	If the benefit payable to a Participant is not in the normal
form of payment nor in the form of a qualified joint and survivor annuity, and
it is not payable in a form to which Section 417(e)(3) of the Code applies,
then the maximum annual amount determined under subsection (b) above shall be
adjusted such that it is the greater of:






	 	(A)	 	the actuarially equivalent straight life
annuity commencing at the same Annuity Starting Date as the form of
benefit payable to the Participant using the Plan’s factors for
determining actuarial equivalence, and
	 
	 	(B)	 	the actuarially equivalent straight life
annuity commencing at the same Annuity Starting Date as the form of
benefit payable to the Participant using an interest rate of 5% and the applicable mortality
table under Section 417(e)(3)(B) of the Code.




51









 








	 	(ii)	 	If the benefit is payable in a form to which Code Section
417(e)(3) applies, the actuarially equivalent straight life annuity benefit
shall be the greatest of:






	 	(A)	 	the annual amount of the straight life annuity
commencing at the Annuity Starting Date that has the same actuarial
present value as the particular form of benefit payable, computed using
the Plan’s factors for determining actuarial equivalence;
	 
	 	(B)	 	the annual amount of the straight life annuity
commencing at the Annuity Starting Date that has the same actuarial
present value as the particular form of benefit payable, computed using
a 5.5% interest assumption and the applicable mortality table under
Section 417(e)(3)(B) of the Code; or
	 
	 	(C)	 	the annual amount of the straight life annuity
commencing at the Annuity Starting Date that has the same actuarial
present value as the particular form of benefit payable, computed using
the applicable interest rate under Section 417(e)(3)(C) of the Code and
the applicable mortality table specified in Revenue Ruling 2001-62,
divided by 1.05.






	 	(iii)	 	Notwithstanding the foregoing, for a benefit that has an
Annuity Starting Date in 2004 or 2005, the actuarially equivalent straight life
annuity benefit shall be the greater of:






	 	(A)	 	the annual amount of the straight life annuity
commencing at the Annuity Starting Date that has the same actuarial
present value as the particular form of benefit payable, computed using
the Plan’s actuarial equivalence factors; or
	 
	 	(B)	 	the annual amount of the straight life annuity
commencing at the Annuity Starting Date that has the same actuarial
present value as the particular form of benefit payable, computed using
a 5.5% interest assumption and the applicable mortality table for the
distribution under Treasury Regulation Section 1.417(e)-1(d)(2).
Benefits with an Annuity Starting Date in 2004 shall be calculated in
accordance with the requirements of Notice 2004-78, the terms of
which are hereby incorporated by reference.




52









 












	 	(i)	 	If the Participant has completed less than 10 years of Plan participation,
the dollar limitation determined under paragraph (b)(i) above shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the Participant’s
number of years of Plan participation (or parts thereof) and the denominator of which
is 10.






	 	(j)	 	If the Participant has completed less than 10 years of Credited Service,
the maximum amount determined under paragraph (b)(ii) and subsection (c) (without
regard to paragraph (b)(i) above) shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the Participant’s number of years of Credited
Service (or parts thereof) and the denominator of which is 10.
	 
	 	(k)	 	In no event shall the provisions of subsection (i) or subsection (j) above
reduce the limitations in subsection (b) to an amount less than one tenth of such
limitations, determined without regard to the provisions of subsection (i) and (j).
	 
	 	(l)	 	For purposes of applying the benefit limitations set forth herein, the
“limitation year” shall be the calendar year.




53









 











ARTICLE XI — MISCELLANEOUS PROVISIONS





	11.1	 	Plan Non-Contractual
	 
	 	 	No Participant or Beneficiary shall have any right or interest under the Plan unless and
until he becomes entitled thereto as provided in the Plan. The adoption and maintenance
of the Plan shall not be deemed to constitute a contract between an Employer and any
Employee. Inclusion in the Plan will not affect an Employer’s right to discharge or
otherwise discipline Employees and membership in the Plan will not give any Employee the
right to be retained in the service of an Employer nor any right or claim to a pension or
other benefit unless such right is specifically granted under the terms of the Plan.






	11.2	 	Non-Alienation of Retirement Rights or Benefits






	 	(a)	 	Except as provided in Section 11.2(b) or 11.2(c), no benefit payable under
the Plan shall be subject in any manner to anticipation, sale, transfer, assignment,
pledge, encumbrance, security interest or charge, and any action by way of
anticipating, alienating, selling, transferring, assigning, pledging, encumbering,
charging or granting a security interest in the same shall be void and of no effect;
nor shall any such benefit be in any manner liable for or subject to the debts,
contracts, liabilities, engagements or torts of the person entitled to such benefit.






	 	(b)	 	Section 11.2(a) shall not apply to the creation, assignment, or recognition
of a right to any benefit payable pursuant to a qualified domestic relations order as
defined in Section 414(p) of the Code. The Administrator shall establish reasonable
procedures to determine the status of domestic relations orders and to administer
distributions under such orders which are deemed to be qualified domestic relations
orders. Such procedures shall be in writing shall comply with the provisions of
Section 414(p) of the Code and shall be incorporated into this plan document. To the
extent that, because of a qualified domestic relations order, more than one
individual is to be treated as a surviving Spouse, the total amount payable from the
Plan as a result of the death of a Participant shall not exceed the amount that would
be payable from the Plan if there were only one surviving Spouse.
	 
	 	(c)	 	Notwithstanding the provisions of Section 11.2(a), the Plan may offset any
portion of the Accrued Pension of a Participant or the Participant’s Beneficiary
against a claim of the Plan arising:




54









 












	 	(i)	 	as a result of the Participant’s or Beneficiary’s conviction of
a crime involving the Plan; or
	 
	 	(ii)	 	with regard to the Participant’s or Beneficiary’s violation of
ERISA’s fiduciary provisions upon:






	 	(A)	 	the entry of any civil judgment, consent order,
or decree against the Participant or Beneficiary; or
	 
	 	(B)	 	the execution of any settlement agreement
between the Participant or Beneficiary and the Department of Labor or
Pension Benefit Guaranty Corporation.






	11.3	 	Payment of Pension to Others
	 
	 	 	In the event that the Administrator shall find that any Participant or Beneficiary to whom
a pension is payable, is unable to care for his affairs because of illness, accident or
incapacity, any payment due (unless prior claim therefor shall have been made by a duly
qualified guardian or other legal representative) may, in the discretion of the
Administrator, be paid to the Spouse, parent, child, brother or sister of such Participant
or Beneficiary or to any other person deemed by the Administrator to be maintaining or
responsible for the maintenance of such Participant or Beneficiary. Any such payment
shall be a payment for the account of the Participant or Beneficiary and shall be a
complete discharge of any liability of the Plan and any Employer therefor.






	11.4	 	Prohibition Against Reversion
	 
	 	 	Except as provided in Section 9.2 hereof, in no event shall any funds held in the Trust
Fund revert to the Company or be diverted to purposes other than the exclusive benefit of
Participants or their Beneficiaries prior to the satisfaction of all liabilities under the
Plan; provided, however, that in the event the Plan is terminated, if, after all plan
liabilities are satisfied, there remains a balance in the Fund as a result of actuarial
error, such balance shall be returned to the Company.






	11.5	 	Merger, Transfer of Assets or Liabilities
	 
	 	 	The Company may merge or consolidate the Plan with, transfer assets and liabilities of the
Plan to, or receive a transfer of assets and liabilities from, any other plan without the
consent of any other Employer or other person, if such transfer is effected in accordance
with applicable law and if such other plan meets the requirements of Code Sections 401(a)
and 501(a), permits such transfer or the receipt of such transfer and, with respect to
liabilities to be transferred from this Plan to such other plan, satisfies the




55









 






	 	 	requirements of Code Sections 411(d)(6) and 417. This Plan may not be merged or
consolidated with any other plan, nor may any assets or liabilities of this Plan be
transferred to any other plan, unless the terms of the merger, consolidation or transfer
are such that each Participant in the Plan would, if the Plan were terminated immediately
after such merger, consolidation or transfer, receive a pension having a value equal to or
greater than the pension he would have been entitled to receive if this Plan had
terminated immediately prior to the merger, consolidation or transfer.






	11.6	 	Actuarial Equivalence
	 
	 	 	Any determination of actuarial equivalence required by the provisions of this Plan, when
not otherwise specified in the Plan, shall be made on the basis of the mortality table
referenced in IRS Revenue Ruling 2001-62, (GAR ’94) with an annual interest rate of 6%.






	11.7	 	Change of Vesting Schedule
	 
	 	 	If the Plan’s vesting schedule is amended or if the Plan is deemed amended by an automatic
change to or from a Top-Heavy Plan vesting schedule (Section 13.3), each Participant with
at least three years of Service with an Employer may elect, within a reasonable period
after the adoption of the amendment or change, to have his nonforfeitable pension computed
under the Plan without regard to such amendment or change.
	 
	 	 	The period during which the election may be made shall commence at the date the amendment
is adopted or deemed to be made and shall end on the latest of:






	 	(a)	 	60 days after the amendment is adopted;
	 
	 	(b)	 	60 days after the amendment becomes effective; or






	 	(c)	 	60 days after the Participant is issued written notice of the amendment by
the Administrator.






	 	 	Notwithstanding the foregoing provisions of this Section 11.7, the vested interest of any
Participant on the date such amendment is effective shall not be less than his vested
interest under the Plan as in effect immediately prior to the effective date of such
change.






	11.8	 	Controlled Group
	 
	 	 	For purposes only of determining eligibility to participate in the Plan and eligibility
for any pension (but not the amount thereof) under the Plan, all employment with an




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	 	 	Employer or an Affiliate shall be deemed to be employment with an Employer in computing
Hours of Service and Service.
	 
	11.9	 	Severability
	 
	 	 	If any provision of this Plan is held to be invalid or unenforceable, such
determination shall not affect the other provisions of this Plan. In such event, this
Plan shall be construed and enforced as if such provision had not been included herein.
	 
	11.10	 	Employer Records
	 
	 	 	The records of a Participant’s Employer shall be presumed to be conclusive of the facts
concerning his employment or non-employment, Service, Credited Service and Compensation
unless shown beyond a reasonable doubt to be incorrect.
	 
	11.11	 	Application of Plan Provisions
	 
	 	 	This Plan shall be binding on all Participants and their Spouses and Beneficiaries and
upon heirs, executors, administrators, successors, and assigns of all persons having an
interest herein. The provisions of the Plan in no event shall be considered as giving any
such person any legal or equitable right against the Company, an Employer or an Affiliate,
any of its officers, employees, directors, or shareholders, or against the Trustee, except
such rights as are specifically provided for in the Plan or hereafter created in
accordance with the terms of the Plan.
	 
	11.12	 	Missing Participants and Beneficiaries.
	 
	 	 	Notwithstanding Section 7.10, if a Participant who has left employment with the Company
and Affiliates (or a surviving Spouse or Beneficiary who is eligible for a death benefit
or survivor benefit) has failed to file an application for benefits within 120 days after
attainment of the Participant’s Normal Retirement Date, the Administrator shall treat the
Participant’s retirement benefit and vested Accrued Pension (or the surviving Spouse’s or
Beneficiary’s death benefit or survivor benefit) as forfeited; provided, however, that
such retirement benefit, Accrued Pension, death benefit or survivor benefit shall be
reinstated retroactive to the commencement date set forth below upon the subsequent filing
of a completed application with the Administrator and shall commence within ninety (90)
days after such application is filed. For purposes of this Section 11.12, the
commencement date shall be the later of:






	 	(a)	 	the Participant’s Normal Retirement Date; and




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	 	(b)	 	the date on which the Participant terminated employment with the Employer
and Affiliates.






	 	 	No payment under the Plan will be increased on account of any delay in payment due to a
Participant’s, surviving Spouse’s or Beneficiary’s failure to properly file the required
application forms furnished by the Administrator or to otherwise accept such payments.






	11.13	 	IRC 414(u) Compliance Provision






	 	 	Notwithstanding any provision of the Plan to the contrary, contributions, benefits and
service credit with respect to qualified military service shall be provided in accordance
with Section 414(u) of the Code.






	 	(a)	 	As provided by Section 414(u) of the Code, “qualified military service”
means service in the uniformed services (as defined in Chapter 54 of Title 38, United
Stated Code) by an individual if the individual is qualified under such chapter to
reemployment rights with the Company or an Affiliate following such military service.






	 	(b)	 	“USERRA” means the Uniformed Services Employment and Reemployment Rights
Act of 1994 as amended.
	 
	 	(c)	 	If an individual returns to employment with the Company or an Affiliate
following a period of qualified military service under circumstances such that the
individual has reemployment rights under USERRA, and the individual reports for said
reemployment within the time frame required by USERRA, the following provisions
shall apply:






	 	(i)	 	The qualified military service shall be recognized as Credited
Service and Service to the same extent as it would have been if the individual
had remained continuously employed with the Company or an Affiliate rather than
leaving active employment to go into qualified military service.
	 
	 	(ii)	 	Compensation shall be determined by the Company consistent with
the requirements of USERRA, and shall reflect the Company’s best estimate of
the earnings the individual would have received but for the qualified military
service.






	 	(d)	 	If a Participant fails to return to employment with the Company or an
Affiliate on account of the Participant’s death in qualified military service on or
after January 1, 2007, the surviving Spouse of such Participant shall be eligible to
receive any death benefit provided under the Plan as if the Participant had returned
to employment as a Covered Employee immediately prior to his death and then
terminated employment on account of his death.




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	 	(e)	 	If a Participant fails to return to employment with the Company or an
Affiliate on account of either the Participant’s incurring a disability in qualified
military service or the Participant’s death in qualified military service, the
Participant (or the surviving Spouse of the Participant, in the event of the
Participant’s death) shall be eligible for a benefit under the Plan determined by
using the Credited Service the Participant would have had hereunder had the
Participant returned to employment as a Covered Employee immediately prior to his
date of disability or death and then terminated employment on the date of his
disability or death.
	 
	 	(f)	 	The foregoing provisions are intended to provide the benefits required by
USERRA and the Heroes Earnings Assistance and Relief Tax Act of 2008, and are not
intended to provide any other benefits. This section shall be construed consistently
with said intent.




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ARTICLE XII — AMENDMENT AND TERMINATION





	12.1	 	Amendment and Termination of the Plan
	 
	 	 	The Company hopes and expects to continue the Plan, but expressly reserves the right at
any time and from time to time, without the consent of Participants:






	 	(a)	 	to reduce or discontinue payments to the Plan;
	 
	 	(b)	 	to terminate the Plan;
	 
	 	(c)	 	to amend the Plan, retroactively or otherwise, in such manner as it may
deem necessary or advisable in order to qualify the Plan and any trust established in
conjunction therewith under the provisions of Sections 401(a) and 501(a) of the Code,
or any similar Code provisions from time to time in effect;
	 
	 	(d)	 	to amend the Plan in any other respect, provided, however, that no such
amendment shall forfeit or diminish the interest of any Participant in the Trust Fund
to the extent that such interest has become vested in such Participant, except as may
be permitted under the Code or ERISA.






	 	 	Any such amendment to or termination of this Plan shall be evidenced by a written
instrument adopted by the Board; provided, however, that the Administrator may adopt such
amendments as shall fall within the limited amendment authority contained in the
Administrator’s charter. Any such written instrument shall recite at which time the
amendments contained therein shall become effective.






	 	 	Promptly after an amendment of this Plan shall have become effective, the Company, or
Administrator, as the case may be, shall cause a copy of such amendment to be filed with
the Administrator and with the Trustee. The Administrator shall take such steps as it may
deem appropriate and reasonable to communicate the amendment to Participants.






	12.2	 	Administration of the Plan in Case of Termination
	 
	 	 	Upon termination of the Plan, as determined by the Pension Benefit Guaranty Corporation,
the assets of the Trust Fund shall be liquidated and distributed in accordance with
Section 4044 of ERISA and applicable regulations issued thereunder. In the event of the
termination of the Plan or a partial termination of the Plan, the rights of all affected
Participants to Accrued Pensions determined as of the date of such termination or partial
termination, to the extent funded, or as further adjusted by the Pension Benefit Guaranty
Corporation as of such date, shall be nonforfeitable. Notwithstanding the foregoing, upon
Plan termination, the benefit of any Highly




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	 	 	Compensated Employee shall be limited to a benefit that is nondiscriminatory under Section
401(a)(4) of the Code.






	 	 	Upon termination of the Plan, after the satisfaction of all liabilities of the Plan to its
Participants, Beneficiaries and surviving Spouses, the Company shall receive any remaining
amount resulting from any variations between actual requirements and actuarially expected
requirements.






	12.3	 	Internal Revenue Service Limitations






	 	(a)	 	Except in such cases where the circumstances described in subsection (b)
apply, the annual payments under the Plan to any one (1) of the twenty-five (25)
highest paid Highly Compensated Employees (and Highly Compensated former Employees),
ranked by Test Compensation, shall not exceed the sum of:






	 	(i)	 	those payments that would be made on behalf of such Employee
under a single life annuity that is the Actuarial Equivalent of the sum of the
Employee’s Accrued Pension and the Employee’s Other Benefits (as defined in
subsection (c) below) under the Plan; and
	 
	 	(ii)	 	those payments the Employee is entitled to receive under a
social security supplement.






	 	(b)	 	The provisions of subsection (a) above shall not apply if:






	 	(i)	 	after payment of all such benefits to an Employee described in
subsection (a), the value of Plan assets equals or exceeds 110% of the value of
current liabilities (as defined in Code Section 412(l)(7) under the Plan;
	 
	 	(ii)	 	the value of all such benefits to an Employee described in
subsection (a) above is less than one percent of the value of current
liabilities under the Plan prior to the payment of all such benefits to such
Employee; or
	 
	 	(iii)	 	the value of all such benefits to an Employee described in
subsection (a) does not exceed $5,000 or such other amount as may be prescribed
under Section 411(a)(11)(A) of the Code as the maximum amount that may be paid
out without the Participant’s consent.






	 	(c)	 	For purposes of this Section 12.3, “Other Benefits” shall include any loan
in excess of the amounts set forth in Code Section 72(p)(2)(A), any periodic income,
any withdrawal values payable to a living Employee and any death benefits not
provided for by insurance on the Employee’s life. “Other Benefits” for this purpose
shall not include any social security supplements.




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ARTICLE XIII — TOP-HEAVY PROVISIONS





	13.1	 	General
	 
	 	 	Notwithstanding any provision of this Plan to the contrary, the provisions of this Article
XIII shall apply with respect to any Plan Year provided the Plan is a Top-Heavy Plan (as
defined in Section 13.2(c) below) for such Plan Year.






	13.2	 	Definitions Relating to Top-Heavy Provisions
	 
	 	 	For purposes of this Article XIII:






	 	(a)	 	“Key Employee” means any Employee (including any deceased Employee) who at
any time during the Plan Year that includes the determination date was an officer of
the Employer having annual Test Compensation greater than $130,000 (as adjusted under
Section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002), a
five percent (5%) owner of the Employer, or a one percent (1%) owner of the Employer
having annual Test Compensation of more than $150,000 (as adjusted under Section
416(i)(1) of the Code for Plan Years beginning after December 31, 2002). The
determination of who is a key employee will be made in accordance with Section
416(i)(1) of the Code and the applicable regulations and other guidance of general
applicability issued thereunder.
	 
	 	(b)	 	“Determination Date” means, with respect to any Plan Year, the last day of
the immediately preceding Plan Year.
	 
	 	(c)	 	“Top-Heavy Plan” means a plan where, as of the Determination Date, the
present value of the cumulative accrued benefits (including any part of any accrued
benefit distributed in the five-year period ending on the Determination Date) under
the Plan for Key Employees exceeds sixty percent (60%) of the present value of the
cumulative accrued benefits (including any part of any accrued benefit distributed in
the five-year period ending on the Determination Date) under the Plan for all
Employees. The present values of accrued benefits and the amounts of account
balances of an Employee as of the Determination Date shall be increased by the
distributions made with respect to the Employee under the Plan and any plan
aggregated with the Plan under Section 416(g)(2) of the Code during the one-year
period ending on the Determination Date. The preceding sentence shall also apply to
distributions under a terminated plan which, had it not been terminated, would have
been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code. In the case
of a distribution made for




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	 	 	 	a reason other than severance from employment, death or disability, this provisions
shall be applied by substituting “five-year period” for “one-year period”.
However, the accrued benefits of any individual who has not performed services for
the Employer or any Affiliate during the one-year period ending on the
Determination Date shall not be taken into account.






	 	(i)	 	If this Plan is in a Required Aggregation Group, each Plan of
an Employer required to be in such group will be a Top-Heavy Plan if such
group is a Top-Heavy Group.
	 
	 	(ii)	 	If this Plan is in a Permissive Aggregation Group which is
not a Top-Heavy Group, no Plan of an Employer in such group will be a
Top-Heavy Plan.






	 	(d)	 	“Required Aggregation Group” means:






	 	(i)	 	each plan of an Employer in which a Key Employee is a
participant (regardless of whether the plan has terminated), and
	 
	 	(ii)	 	each other plan of an Employer which enables a plan in which
a Key Employee is a participant to meet the requirements of Internal Revenue
Code Sections 401(a)(4) or 410.






	 	(e)	 	“Permissive Aggregation Group” means any plan of an Employer which is not
part of the Required Aggregation Group, but is treated as if it were at the option of
the Company, provided such group continues to meet the requirements of Internal
Revenue Code Sections 401(a)(4) and 410.
	 
	 	(f)	 	“Top-Heavy Group” means any Required or Permissive Aggregation Group, if as
of the Determination Date, the sum of the present value of cumulative accrued
benefits for Key Employees under all defined benefit plans included in such Group and
the aggregate of the accounts of Key Employees under all defined contribution plans
included in such Group exceeds sixty percent (60%) of the similar sum determined for
all Employees.






	 	(g)	 	“Present Value of Accrued Benefits” shall be determined as of the most
recent valuation date within a twelve-month period ending on the Determination Date,
but for the purposes of determining whether this Plan is a Top-Heavy Plan, shall not
include:






	 	(i)	 	Any rollover contribution initiated by the Employee.
	 
	 	(ii)	 	Any accrued benefit or account attributable to an Employee
who is not a Key Employee, but who was a Key Employee in any prior Plan Year.
To the extent that a Key Employee is deemed to be a Key Employee if he meets
the definition of Key Employee within any of the four (4)




63









 






	 	 	 	preceding Plan Years, this provision shall apply following the end of
such period of time.






	 	(iii)	 	Any accrued benefit or account attributable to any
individual who has not performed any services for an Employer at any time
during the five-year period ending on the Determination Date.






	 	 	Solely for purposes of determining if the Plan is a Top Heavy Plan as described
above, the Present Value of Accrued Benefits shall be determined by using the
single accrual method which is used for all plans of the Company and of any
Affiliate. If no such single method exists, benefits shall be determined as if
they accrued not more rapidly than the lowest accrued rate permitted under Section
411(b)(1)(C) of the Code.






	 	(h)	 	“Valuation Date” means December 31.







	 	(i)	 	 	“Non-Key Employee” means any Employee who is not a Key Employee.






	 	13.3	 	Top-Heavy Plan Vesting Requirements






	 	(a)	 	For any Plan Year in which the Plan is a Top-Heavy Plan, the following
vesting schedule will apply to benefits derived from Employer contributions. The
nonforfeitable interest in a Participant’s accrued benefit will be determined as
follows:





	 	 	 	 	 
	Years of Service	 	Nonforfeitable Percentage of Accrued Benefit	 
	0 but less than 2
	 	 	0	%
	2 but less than 3
	 	 	20	%
	3 but less than 4
	 	 	40	%
	4 but less than 5
	 	 	60	%
	5 or more
	 	 	100	%







	 	 	This Section 13.3 does not apply to any Participant who does not have an Hour of
Service after the Plan becomes a Top-Heavy Plan.






	 	(b)	 	If the vesting schedule under the Plan shifts in or out of the above
schedule due to determination of whether or not the Plan is a Top-Heavy Plan, such
shift shall be an amendment to the vesting schedule and Section 11.7 shall apply.






	13.4	 	Top-Heavy Plan Minimum Benefit Requirements






	 	(a)	 	For any Plan Year in which the Plan is determined to be a Top-Heavy Plan,
each Non-Key Employee Participant who has completed a year of service will accrue a
minimum annual benefit (derived from Employer contributions and expressed




64









 






	 	 	 	as a life annuity beginning at Normal Retirement Age and determined without regard
to any Social Security contribution or benefit).






	 	(b)	 	Such accrual of a minimum annual benefit will be the lesser of:






	 	(i)	 	Two percent (2%) of the Participant’s highest average
compensation for the five consecutive years during which the Participant had
the greatest compensation from the Employer multiplied by the years of service
as defined in (c) below, or






	 	(ii)	 	Twenty percent (20%) times the Participant’s highest average
compensation for the five consecutive years during which the Participant had
the greatest compensation from an Employer.






	 	(c)	 	(i) For the purpose of the accrual of minimum annual benefit, year of
service shall mean a year of Credited Service as defined in Article IV, but will
exclude years when the Plan was not a Top-Heavy Plan for any Plan Year ending during
such year of Credited Service, as well as years of Credited Service in a Plan Year
beginning before December 31, 1984. Notwithstanding the above, each Non-Key Employee
Participant who has completed 1,000 Hours of Service in a year in which the Plan is a
Top-Heavy Plan shall be entitled to the minimum annual benefit regardless of the
level of such Non-Key Employee’s compensation.






	 	(ii)	 	The compensation required to be taken into account for
purposes of this Section 13.4 is Test Compensation; provided, however, that
such compensation shall not exceed the adjusted annual limitation in effect
for the given year (as set forth in Section 2.11) and compensation in years
after the close of the last Plan Year in which the Plan is a Top-Heavy Plan
shall be disregarded.






	 	(d)	 	Notwithstanding any other provision of the Plan, an Employee shall be a
Participant for the purposes of this Section 13.4, and a Participant shall be
entitled to an accrual under this Section 13.4, even if he would not otherwise be
entitled to receive an accrual or would have received a lesser accrual for the year
because the Non-Key Employee Participant is not employed on a specified date.
	 
	 	(e)	 	If the annual retirement pension payable under the Plan to a Participant
who has accrued a minimum annual benefit under this Article XIII commences at a date
other than at Normal Retirement Age, such Participant shall receive at least an
amount that is the actuarial equivalent of the minimum annual benefit commencing at
Normal Retirement Age as provided under this Section 13.4 using a five percent (5%)
interest rate assumption for such determination. If the




65









 






	 	 	 	annual retirement pension payable to a Participant who has accrued a minimum annual
benefit under this Article XIII is in a form other than a single life annuity, such
Participant shall receive an amount that is not less than the minimum annual
benefit as otherwise provided in this Section 13.4 adjusted to be the actuarial
equivalent of a single life annuity commencing at the same age using the provisions
of Section 11.6 of the Plan for such determination.
	 
	 	(f)	 	In the case of Employees covered under both this Plan and any other plan
maintained by an Employer, this Plan will provide the top heavy minimum benefit which
shall be offset by the benefit, if any, provided under such other plans.






	13.5	 	Limited Application of this Article.
	 
	 	 	The sole purpose of this Article is to comply with Section 416 of the Code and the terms
of this Article 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 416 of the
Code and the regulations promulgated with respect thereto.




66









 











ARTICLE XIV — JURISDICTION





	14.1	 	Jurisdiction
	 
	 	 	The provisions of the Plan shall be construed in accordance with ERISA, the Code, and,
where not superseded by ERISA, the laws of the Commonwealth of Pennsylvania.




Executed at Erie, Pennsylvania, this 23 day of December
, 2010.




	 	 	 	 	 
	 	ERIE INDEMNITY COMPANY

 	 
	 	By:  	/s/ Terrence W. Cavanaugh 
 	 
	 	 	 	 
	 	 	Title:  	President & CEO 	 
	 




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