exv10w125






Exhibit 10.125




ERIE INSURANCE GROUP



EMPLOYEE SAVINGS PLAN



As Amended and Restated

Effective as of January 1, 2010









 









 








INTRODUCTION



The Erie Indemnity Company (the “Company”) adopted the Erie Insurance Group Employee Savings Plan
(the “Plan”) effective January 1, 1989. The Company has subsequently amended the Plan from time to
time and last amended and restated the Plan effective as of January 1, 2006.



This amendment and restatement of the Plan shall constitute an amendment, restatement and
continuation of the Plan. This amendment and restatement is generally effective as of January 1,
2010. 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
January 1, 2010, 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 purpose of the Plan is to provide a pre-tax long term savings vehicle for eligible employees
and to provide participants with an opportunity to contribute toward additional retirement security
according to the provisions of Sections 401(a), 401(k) and 402A of the Internal Revenue Code of
1986, as amended.







 









 









TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	INTRODUCTION 


ARTICLE ONE — DEFINITIONS 
	 	 	 	 
	
1.1 Administrator or Plan Administrator
	 	 	1	 
	1.2 Affiliate
	 	 	1	 
	1.3 Beneficiary
	 	 	1	 
	1.4 Board
	 	 	1	 
	1.5 Catch-Up Contribution
	 	 	1	 
	1.6 Code
	 	 	1	 
	1.7 Company
	 	 	1	 
	1.8 Compensation
	 	 	1	 
	1.9 Covered Employee
	 	 	2	 
	1.10 Elective Deferral
	 	 	2	 
	1.11 Eligible Applicant
	 	 	2	 
	1.12 Employee
	 	 	2	 
	1.13 Employer(s)
	 	 	2	 
	1.14 Erie Indemnity Stock
	 	 	2	 
	1.15 Erie Indemnity Stock Fund
	 	 	2	 
	1.16 ERISA
	 	 	2	 
	1.17 Highly Compensated
	 	 	3	 
	1.18 Hour of Service
	 	 	3	 
	1.29 Interactive Electronic Communication
	 	 	3	 
	1.20 Leased Employee
	 	 	3	 
	1.21 Normal Retirement Date
	 	 	4	 
	1.22 Notice
	 	 	4	 
	1.23 Participant
	 	 	4	 
	1.24 Plan
	 	 	4	 
	1.25 Plan Year
	 	 	4	 
	1.26 Qualified Domestic Relations Order or QDRO
	 	 	4	 
	1.27 Rollover Contribution
	 	 	5	 
	1.28 Roth Catch-Up Contribution
	 	 	5	 
	1.29 Roth Elective Deferral
	 	 	5	 
	1.30 Roth Rollover Contribution
	 	 	5	 
	1.31 Safe Harbor Matching Contribution
	 	 	5	 
	1.32 Spousal Consent
	 	 	5	 
	1.33 Spouse
	 	 	6	 
	1.34 Tax Deferred Catch-Up Contribution
	 	 	6	 
	1.35 Tax Deferred Contribution
	 	 	6	 
	1.36 Test Compensation
	 	 	6	 
	1.37 Total Account
	 	 	6	 
	1.38 Trust Agreement
	 	 	7	 
	1.39 Trust Fund
	 	 	7	 






 









 







	 	 	 	 	 
	 	 	Page	 
	1.40 Trustee
	 	 	8	 
	1.41 Valuation Date
	 	 	8	 
	1.42 Year of Eligibility Service
	 	 	8	 
	 
	 	 	 	 
	ARTICLE TWO
— PARTICIPATION 
	 	 	 	 
	2.1 Participation
	 	 	9	 
	2.2 Rehired Employees
	 	 	9	 
	2.3 Employment Transfers
	 	 	9	 
	 
	 	 	 	 
	ARTICLE THREE — EMPLOYER CONTRIBUTIONS

	 	 	 	 
	3.1 Elective Deferrals
	 	 	11	 
	3.2 Dollar Limitation on Elective Deferrals
	 	 	11	 
	3.3 Catch-Up Contribution
	 	 	13	 
	3.4 Safe Harbor Matching Contributions
	 	 	13	 
	3.5 Source of Employer Contributions
	 	 	15	 
	3.6 Investment of Employer Contributions
	 	 	15	 
	3.7 Recovery of Contributions
	 	 	15	 
	3.8 Other Provisions Relating to Employer Contributions
	 	 	16	 
	 
	 	 	 	 
	ARTICLE FOUR — ROLLOVER CONTRIBUTIONS


	 	 	 	 
	
4.1 Rollover Contributions
	 	 	17	 
	4.2 Vesting of Rollover Contributions
	 	 	17	 
	 
	 	 	 	 
	ARTICLE FIVE — PARTICIPANT ACCOUNTS AND VALUATION OF FUNDS


	 	 	 	 
	
5.1 Establishment of Participant Accounts
	 	 	18	 
	5.2 Valuation Date Adjustments
	 	 	18	 
	5.3 Investment Elections
	 	 	18	 
	5.4 Erie Indemnity Stock Fund
	 	 	20	 
	5.5 Temporary Suspension of Certain Administrative Activities
	 	 	22	 
	 
	 	 	 	 
	ARTICLE SIX — VESTING & DISTRIBUTIONS


	 	 	 	 
	
6.1 Vesting
	 	 	23	 
	6.2 Distributions Upon Retirement, or Other Termination of Employment
	 	 	23	 
	6.3 Payment of Amounts Distributed
	 	 	25	 
	6.4 Direct Rollovers
	 	 	27	 
	 
	 	 	 	 
	ARTICLE SEVEN — WITHDRAWALS AND LOANS

	 	 	 	 
	
7.1 Withdrawals Generally
	 	 	29	 
	7.2 Hardship Withdrawal
	 	 	29	 
	7.3 Safe Harbor Distribution
	 	 	30	 
	7.4 Hardship Withdrawal Priority
	 	 	30	 
	7.5 Modifications to Hardship Withdrawal Standards
	 	 	31	 
	7.6 In-Service Withdrawals for Reasons Other than Hardship
	 	 	31	 
	7.7 Availability of Loans
	 	 	32	 
	7.8 Terms and Conditions of Participant Loans
	 	 	33	 
	7.9 Loan Accounts
	 	 	35	 
	 
	 	 	 	 
	ARTICLE EIGHT — THE TRUST FUND
	 	 	 	 






 









 







	 	 	 	 	 
	 	 	Page	 
	8.1 Trust Agreement
	 	 	36	 
	8.2 Appointment of Independent Accountants
	 	 	36	 
	8.3 Appointment of Investment Manager
	 	 	36	 
	8.4 Role of Administrator in Operation of the Trust Fund
	 	 	36	 
	8.5 Voting of Erie Indemnity Stock
	 	 	37	 
	 
	 	 	 	 
	ARTICLE NINE — ADMINISTRATION OF THE PLAN


	 	 	 	 
	9.1 The Administrator
	 	 	38	 
	9.2 Powers of Administrator
	 	 	38	 
	9.3 Delegation of Duties
	 	 	40	 
	9.4 Conclusiveness of Various Documents
	 	 	40	 
	9.5 Actions to be Uniform
	 	 	40	 
	9.6 Liability and Indemnification
	 	 	41	 
	 
	 	 	 	 
	ARTICLE TEN — CLAIMS PROCEDURE


	 	 	 	 
	
10.1 Claims Review Procedure
	 	 	42	 
	10.2 Original Claim
	 	 	42	 
	10.3 Review of Denied Claim
	 	 	42	 
	10.4 Determination by the Administrator Conclusive
	 	 	43	 
	10.5 Exhaustion of Administrative Remedies
	 	 	43	 
	10.6 Deadline to File Civil Action
	 	 	43	 
	 
	 	 	 	 
	ARTICLE ELEVEN — MISCELLANEOUS

	 	 	 	 
	
11.1 Non-Alienation of Benefits
	 	 	45	 
	11.2 Risk to Participants and Source of Payments
	 	 	46	 
	11.3 Expenses
	 	 	46	 
	11.4 Rights of Participants
	 	 	46	 
	11.5 Statement of Accounts
	 	 	46	 
	11.6 Designation of Beneficiary
	 	 	47	 
	11.7 Payment to Incompetents
	 	 	47	 
	11.8 Authority to Determine Payee
	 	 	48	 
	11.9 Severability
	 	 	48	 
	11.10 Employer Records
	 	 	48	 
	11.11 Limitation on Contributions
	 	 	48	 
	11.12 IRC 414(u) Compliance Provision
	 	 	50	 
	 
	 	 	 	 
	ARTICLE TWELVE — AMENDMENT, TERMINATION OR MERGER OF THE PLAN


	 	 	 	 
	
12.1 Right to Amend
	 	 	52	 
	12.2 Right to Terminate
	 	 	52	 
	12.3 Merger, Transfer of Assets or Liabilities
	 	 	53	 
	 
	 	 	 	 
	ARTICLE THIRTEEN — TOP HEAVY PROVISIONS


	 	 	 	 
	
13.1 Top Heavy Provisions Inapplicable
	 	 	54	 






 









 






ARTICLE ONE




DEFINITIONS


As used in this Plan, the following terms 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 so applicable.





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






	1.2	 	“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.






	1.3	 	“Beneficiary” means 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 such 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.






	1.4	 	“Board” means the Board of Directors of the Company.






	1.5	 	“Catch-Up Contribution” means, with respect to a given Participant, the total amount of the
Participant’s Tax Deferred Catch-Up Contributions and the Participant’s Roth Catch-Up
Contributions.






	1.6	 	“Code” means the Internal Revenue Code of 1986, as amended from time to time.






	1.7	 	“Company” means Erie Indemnity Company, a corporation organized and existing under the laws
of Pennsylvania.






	1.8	 	“Compensation” for any period means the rate of base salary or the wages paid by an Employer
to an Employee during the period. For this purpose, the “rate of base salary or the wages
paid” 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 Sections 125, 132(f)(4) or 401(k) of the Code or resulting
from deferred compensation contracts for the Plan Year 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 




- 1 -









 






	 	 	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. However,
for the sole purpose of computing Plan contributions that are based on an Employee’s
percentage of Compensation election, such adjusted annual limitation may be ignored; provided,
the Employee does not receive a higher allocation of any type of contribution than the
Employee could have received under the Plan had the adjusted annual limitation been
considered.
	 
	1.9	 	“Covered Employee” means any Employee of an Employer, excluding 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.
	 
	 	 	Notwithstanding any provision of the Plan to the contrary, any 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 Employee shall be
considered a Covered Employee only during such period in which the individual satisfies the
requirements defined above.
	 
	1.10	 	“Elective Deferral” means, with respect to a given Participant, the total amount of the
Participant’s Tax Deferred Contributions and the Participant’s Roth Elective Deferrals.






	1.11	 	“Eligible Applicant” means a Participant who is actively employed with the Company or an
Affiliate; provided, however, that for purposes of Sections 7.1 through 7.6, an Eligible
Applicant shall also include a Participant who is on a disability leave of absence.






	1.12	 	“Employee” means any common-law employee of an Employer or an Affiliate; provided, however,
that for purposes of Section 1.17 “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.






	1.13	 	“Employer(s)” means 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.






	1.14	 	“Erie Indemnity Stock” means the Class A common stock of the Company which is a qualifying
employer security within the meaning of Section 407(d)(5) of ERISA.






	1.15	 	“Erie Indemnity Stock Fund” means the investment fund described in Section 5.4.






	1.16	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.






	1.17	 	“Highly Compensated” means 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 lookback




- 2 -









 












	 	 	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).
	 
	1.18	 	“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).






	1.19	 	“Interactive Electronic Communication” means a communication between a Participant or
Beneficiary and the person or entity designated by the Administrator to perform recordkeeping
and other administrative services on behalf of the Plan pursuant to a system maintained by
such person or entity and communicated to each Participant and Beneficiary whereby each such
individual may make elections and exercise options as described herein with respect to all or
a portion of his Total Account through the use of such system and a personal identification
number. If a Participant or Beneficiary (i) consents to participate in Interactive Electronic
Communication procedures adopted by the Administrator and (ii) acknowledges that actions taken
by him through the use of his personal identification number pursuant to the Interactive
Electronic Communication procedure constitute his signature for purposes of initiating
transactions such as investment option changes, and increases, decreases, and suspensions of
Elective Deferrals, the Participant or Beneficiary, as the case may be, will be deemed to have
given his written consent and authorization to any such action resulting from the use of the
Interactive Electronic Communication system by the Participant or Beneficiary.






	1.20	 	“Leased Employee” means 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 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.




- 3 -









 












	 	 	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.
	 
	1.21	 	“Normal Retirement Date” means the first day of the month next following the month in which
the Participant attains age 65 (his “Normal Retirement Age”).






	1.22	 	“Notice” means, unless otherwise specifically provided herein, (i) written Notice on an
appropriate form provided by the Administrator that is, in the discretion of the
Administrator, properly completed and executed by the party giving such Notice and which is
delivered by hand or by mail to the Administrator or to such party designated by the terms of
the Plan or by the Administrator to receive the Notice, or (ii) Notice by Interactive
Electronic Communication to the person or entity designated by the Administrator to perform
recordkeeping and other administrative services on behalf of the Plan. The form of Notice
satisfactory in any given circumstance under the Plan shall be determined by the
Administrator, in its discretion, and shall be applied uniformly to all Participants and
Beneficiaries. Notice to any party as provided herein shall be deemed to be given when it is
actually received (either physically or by Interactive Electronic Communication, as the case
may be) by the party to whom such Notice is given.






	1.23	 	“Participant” means any Covered Employee who participates in the Plan as provided in Section
3.1 (an “active” Participant) or Section 4.1, and further, shall include any current or former
Covered Employee who has suspended his Elective Deferrals or has terminated or retired if such
individual has a vested Total Account balance maintained on his behalf under the Plan.






	1.24	 	“Plan” means this Erie Insurance Group Employee Savings Plan as herein set forth with all
amendments, modifications and supplements hereafter made.






	1.25	 	“Plan Year” means the calendar year.






	1.26	 	“Qualified Domestic Relations Order” or “QDRO” means any judgment, decree or order (including
approval of a property settlement agreement) which is made pursuant to a State Domestic
Relations Law (including a community property law) and which:






	 	(a)	 	relates to provision of child support, alimony payments, or marital property
rights of a Spouse, former Spouse, child or other dependent of a Participant;






	 	(b)	 	recognizes or creates an alternate payee’s right to, or assigns to an alternate
payee the right to receive all or a portion of the benefits payable with respect to a
Participant under this Plan; and






	 	(c)	 	clearly specifies:






	 	(i)	 	name and last known address of the Participant and of each
alternate payee;





- 4 -









 











	 	(ii)	 	the amount, percentage, or manner in which such could be
determined, of the Participant’s benefits to be paid to such alternate payee by
the Plan;






	 	(iii)	 	the number of payments or time periods the QDRO covers; and






	 	(iv)	 	each plan to which the QDRO applies.






	 	 	A QDRO cannot require the Plan to provide a type or form of benefit, or any option not
otherwise provided by the Plan, nor can it require the Plan to provide increased benefits.
A QDRO cannot require payment to an alternate payee by virtue of a previous QDRO.
	 
	 	 	A written procedure will be established to determine the qualified status of domestic
relations orders and to administer distributions thereunder.
	 
	1.27	 	“Rollover Contribution” means the Rollover Contribution or Roth Rollover Contribution made by
a Covered Employee pursuant to Section 4.1.






	1.28	 	“Roth Catch-Up Contribution” means, effective with respect to pay periods ending on or after
January 1, 2007, or such later date as the Administrator shall determine, that portion of the
Employer contribution made pursuant to Section 3.3 that is, at the election of the
Participant, includible in the Participant’s gross income at the time the contribution is
made.






	1.29	 	“Roth Elective Deferral” means, effective with respect to pay periods ending on or after
January 1, 2007, or such later date as the Administrator shall determine, the Employer
contribution made pursuant to a Participant’s election under Section 3.1(a) to contribute a
stated percentage, from one percent (1%) to one hundred percent (100%) of his future
Compensation in lieu of receiving such amount directly in cash and to have such amount
contributed to a Designated Roth Account maintained on his behalf under the Plan. A Roth
Elective Deferral shall be includible in the Participant’s gross income at the time of
deferral and shall be irrevocably designated as a Roth Elective Deferral by the Participant in
his election.






	1.30	 	“Roth Rollover Contribution” means that portion of a Covered Employee’s Rollover Contribution
that is attributable to a designated Roth account under an eligible retirement plan.






	1.31	 	“Safe Harbor Matching Contribution” means the Employer contribution made pursuant to Section
3.4.






	1.32	 	“Spousal Consent” means a written consent given by a Participant’s Spouse to a Participant’s
designation of a specified Beneficiary or Beneficiaries (including the designation of any
class of Beneficiaries or any contingent Beneficiaries) under Section 11.6(a). Any Spousal
Consent shall be effective only with respect to such Spouse. Such consent shall be duly
witnessed by a Plan representative or a notary public and shall acknowledge the effect on the
Spouse of the Participant’s election. The Participant may revoke, without limitation, any
such designation without the need for Spousal Consent. Any new designation will require a new Spousal Consent.
The requirement for Spousal Consent may be waived by the Administrator if it is established
that there is no Spouse, the Spouse cannot be located, the Participant has a court order
evidencing a




- 5 -









 












	 	 	legal separation from or abandonment by the Spouse, or for such other
circumstances as shall be prescribed by applicable law.
	 
	1.33	 	“Spouse” means, 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.






	1.34	 	“Tax Deferred Catch-Up Contribution” means that portion of the Employer contribution made
pursuant to Section 3.3 that is, at the election of the Participant, not includible in the
Participant’s gross income at the time the contribution is made.






	1.35	 	“Tax Deferred Contribution” means the Employer contribution made pursuant to a Participant’s
election under Section 3.1(a) to reduce his future taxable Compensation by a stated
percentage, from one percent (1%) to one hundred percent (100%), in lieu of receiving such
amount directly in cash and to have such amount contributed to a Tax Deferred Account
maintained on his behalf under the Plan. A Tax Deferred Contribution shall not be includable
in the Participant’s gross income at the time of deferral.






	1.36	 	“Test Compensation” means, for any Plan Year, an Employee’s compensation, reported under
Sections 6041 and 6051 of the Code on Form W-2, as paid by an Employer or an Affiliate 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)(4), 402(e)(3), 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 1.8), provided that such limitation shall not be applied in
determining the status of an Employee as a Highly Compensated 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.






	1.37	 	“Total Account” means the total amounts held under the Plan for a Participant, consisting of
the following accounts:






	 	(a)	 	“Designated Roth Account” the portion of the Participant’s Total Account
consisting of Roth Elective Deferrals plus (minus) any investment earnings (losses) on
such contributions and less any distributions or withdrawals made from this account in
accordance with Articles Six and Seven, respectively.






	 	(b)	 	“Employer Account” the portion of the Participant’s Total Account consisting of
employer matching contributions made under the Plan with respect to Plan Years
beginning before January 1, 2001, plus (minus) any investment earnings (losses) on such
contributions and less any distributions or withdrawals made from this account in
accordance with Articles Six and Seven, respectively.






	 	(c)	 	“Rollover Account” the portion of the Participant’s Total Account consisting of
Rollover Contributions other than that portion of any Rollover Contribution that is
attributable to a






- 6 -









 











	 	 	 	Roth Rollover Contribution plus (minus) any investment earnings
(losses) on such contributions and less any distributions or withdrawals made from this
account in accordance with Articles Six and Seven, respectively.
	 
	 	(d)	 	“Roth Catch-Up Account” the portion of the Participant’s Total Account
consisting of Roth Catch-Up Contributions plus (minus) any investment earnings (losses)
on such contributions and less any distributions or withdrawals made from this account
in accordance with Article Six and Seven, respectively.






	 	(e)	 	“Roth Rollover Account” the portion of the Participant’s Total Account
consisting of Roth Rollover Contributions plus (minus) any investment earnings (losses)
on such contributions and less any distributions or withdrawals made from this account
in accordance with Article Six and Seven, respectively.






	 	(f)	 	“Safe Harbor Matching Account” the portion of the Participant’s Total Account
consisting of Safe Harbor Matching Contributions, plus (minus) any investment earnings
(losses) on such contributions and less any distributions made from this account in
accordance with Article Six.






	 	(g)	 	“Tax Deferred Account” the portion of the Participant’s Total Account
consisting of Tax Deferred Contributions plus (minus) any investment earnings (losses)
on such contributions and less any distributions or withdrawals made from this account
in accordance with Articles Six and Seven, respectively.






	 	(h)	 	“Tax Deferred Catch-Up Account” the portion of the Participant’s Total Account
consisting of Tax Deferred Catch-Up Contributions plus (minus) any investment earnings
(losses) on such contributions and less any distributions or withdrawals made from this
account in accordance with Article Six and Seven, respectively






	1.38	 	“Trust Agreement” means the Trust Agreement between the Company and a Trustee as provided in
Section 8.1, together with all amendments, modifications and supplements thereto.






	1.39	 	“Trust Fund” means the fund established under the terms of the Trust Agreement for the
purpose of holding and investing the assets of the Plan. The Trust Fund shall consist of such
investment funds or vehicles as the Administrator may, in its discretion, designate from time
to time and may include such investments as may be selected by a Participant or Beneficiary
under a self-directed “open option” arrangement authorized by the Administrator.
	 
	 	 	Nothing herein shall prohibit the Trust Fund from holding reasonable amounts of Plan assets in
cash or cash equivalents in any fund or vehicle offered under the Plan. The portion of the
Trust Fund to be invested in the various funds or vehicles shall be determined by Participant
investment elections made pursuant to Article Five. The Administrator may, in its discretion, offer
additional investment funds or vehicles to all Participants and may cease to offer any
investment fund or vehicle at such time as it deems appropriate.
	 
	 	 	For period prior to June 1, 2009 or such later date as the Administrator, in its discretion,
shall provide, and except as otherwise indicated, the Trust Fund shall be deemed to include
that portion




- 7 -









 












	 	 	of a Total Account which a Participant and Beneficiary elects to invest in a
group annuity contract provided by the Erie Family Life Insurance Company.
	 
	1.40	 	“Trustee” means the Trustee or Trustees acting as such under the Trust Agreement, including
any successor or successors.






	1.41	 	“Valuation Date” means the close of business as of each business day.






	1.42	 	“Year of Eligibility Service” means an “Eligibility Computation Period” in which an Employee
completes at least 1,000 Hours of Service.
	 
	 	 	The “Eligibility Computation Period” with respect to an Employee shall mean the 12 consecutive
month period that begins on the first day on which the Employee is credited with an Hour of
Service in the employment of an Employer or Affiliate (“Employment Commencement Date”) and
ends on the first anniversary thereof, and each Plan Year thereafter beginning with the Plan
Year that includes the first anniversary of the Employee’s Employment Commencement Date. In
the event an Employee completes 1,000 Hours of Service during the Eligibility Computation
Period that begins on his Employment Commencement Date and completes 1,000 Hours of Service
during the Eligibility Computation Period that begins on the January 1 that next follows his
Employment Commencement Date, such Employee shall be credited with two Years of Eligibility
Service.




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ARTICLE TWO




PARTICIPATION




	2.1	 	Participation






	 	(a)	 	Any Employee shall be eligible to participate in the Plan on the first day of a
pay period, provided he is a Covered Employee and is actively employed by an Employer
on such date and, provided further, that he makes proper application for participation
within a reasonable time prior to the start of such pay period by furnishing Notice in
accordance with procedures established by the Administrator and communicated to Covered
Employees.






	 	(b)	 	Notwithstanding the foregoing, any Covered Employee who is compensated on an
hourly basis and who is classified by an Employer as other than a regular hourly
employee shall be eligible to participate in the Plan on the January 1 or July 1
coincident with or next following such Employee’s completion of each of the following
requirements, provided he remains a Covered Employee as of such January 1 or July 1:






	 	(i)	 	His attainment of age 21 years; and






	 	(ii)	 	His completion of one Year of Eligibility Service.






	 	 	 	If the Employee is not a Covered Employee on the date he otherwise would have become
eligible to participate in the Plan, such Employee shall automatically become
eligible to participate in the Plan upon his return to employment as a Covered
Employee.






	2.2	 	Rehired Employees
	 
	 	 	An Employee who had been an “active” Participant in the Plan, who terminates his employment
and is subsequently re-employed may become eligible to participate in the Plan under Section
3.1 on the first day of any pay period following re-employment, provided he is a Covered
Employee and is actively employed by an Employer on such date and, provided further, that he
makes proper application for participation within a reasonable time prior to the start of
such pay period by furnishing Notice in accordance with procedures established by the
Administrator and communicated to Covered Employees.






	2.3	 	Employment Transfers






	 	(a)	 	Upon the transfer of a Covered Employee to other employment with an Employer or
Affiliate whereby he ceases to be a Covered Employee hereunder, such individual’s
ability to have Elective Deferrals made to the Plan on his behalf (and to receive Safe
Harbor Matching Contributions) with respect to Compensation earned on and after this
date of transfer shall cease and such Participant shall be considered an “inactive”
Participant under the Plan.




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	 	(b)	 	Upon the transfer of an individual from other employment with an Employer or
Affiliate such that the individual becomes a Covered Employee hereunder, such
individual shall be eligible to participate in the Plan as provided in Section 2.1
hereof.






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ARTICLE THREE




EMPLOYER CONTRIBUTIONS




	3.1	 	Elective Deferrals






	 	(a)	 	Each Covered Employee who is eligible to participate in the Plan and who has
elected to become a Participant (in accordance with Article Two) may, at the time of
making application to become a Participant, elect to make Elective Deferrals in a
fixed, whole percentage, from one percent (1%) to one hundred percent (100%) of
Compensation otherwise payable to such Covered Employee in future pay periods. Such
election shall be made in accordance with procedures adopted by the Administrator and
communicated to Participants. In all events, a Participant will be permitted to (i)
begin making Elective Deferrals, (ii) change an existing election to made Elective
Deferrals, and (iii) cease making Elective Deferrals at least once each Plan Year.
	 
	 	 	 	Subject to the limitations set forth in Sections 3.2 and 11.11, Elective Deferrals
shall be made pursuant to the Participant’s election and shall be designated as
either Tax Deferred Contributions or Roth Elective Deferrals in accordance with such
election; providing however, that the Administrator, in its discretion may authorize
at any time a suspension or reduction of Elective Deferrals, or any part thereof,
with respect to any Participant. Elective Deferrals shall be withheld by the
Participant’s Employer each pay period by regular payroll deduction in accordance
with the Employer’s payroll withholding procedures and shall be credited to the
Participant’s Tax Deferred Account or Designated Roth Account as of the date the
contributions are received by the Trustee or otherwise deposited in the Trust Fund.
Such contributions shall be deposited in the Trust Fund as soon as such amounts can
reasonably be segregated from the Employer’s general assets.
	 
	 	(b)	 	Elective Deferrals constitute Employer contributions under the Plan and are
intended to qualify as elective contributions under Sections 401(k) and 402A of the
Code. Elective Deferrals may be made only with respect to an amount which the
Participant could otherwise elect to receive in cash and which is not currently
available to the Participant as of the date an election specified in this Section 3.1
is made. In the event a Participant has no Compensation for any payroll period, no
Elective Deferral may be made for such period.






	3.2	 	Dollar Limitation on Elective Deferrals






	 	(a)	 	Any provision of this Plan to the contrary notwithstanding, no Employer shall
be permitted, during any calendar year, to make, with respect to such calendar year,
Elective Deferrals on behalf of a Participant under the Plan (when combined with the
Participant’s elective deferrals under any other plans, contracts, or arrangements)
that will exceed the limitation in affect for such year under Section 402(g)(1) of the
Code, as adjusted in accordance with Section 402(g)(4) of the Code. Make-up
contributions on account of qualified military service under Section 414(u) of the Code
shall not be recognized as elective deferrals for purposes of this section.




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	 	(b)	 	In the event any amount of Elective Deferrals for a calendar year exceeds the
limitation applicable under this Section 3.2 for such calendar year, such excess amount
(hereafter described for purposes of this Section, as “Excess Deferrals”), as adjusted
for any income or loss allocable thereto in accordance with regulations, shall to the
extent possible be distributed to such Participant, as provided in subparagraphs (i),
(ii), (iii) and (iv) below:






	 	(i)	 	At a date not later than the March 1st of the calendar year
immediately following the calendar year to which such Excess Deferrals are
attributable, any Participant to whom this Section 3.2 applies may notify, in
writing, the Administrator by submitting a form as may be provided by the
Administrator which shall specify the amount of the Participant’s Excess
Deferrals for the given calendar year and shall contain a certified statement by
the Participant indicating that if such amount is not distributed, such Excess
Deferrals will exceed the limit imposed on the Participant by Section 402(g) of
the Code for the year in which the Elective Deferrals occurred.
	 
	 	 	 	Notwithstanding the foregoing and solely for the purpose of facilitating a
distribution of Excess Deferrals as required by regulation, in the event a
Participant has Excess Deferrals in a given year calculated by taking into
account his Elective Deferrals hereunder and his elective deferrals under any
other plan, contract, or arrangement maintained by an Employer or Affiliate,
the Participant will be deemed to have notified the Administrator in the
manner provided in this subparagraph.
	 
	 	(ii)	 	At a date not later than the April 15 of the calendar year
immediately following the calendar year to which such Excess Deferrals are
attributable, the Plan may distribute to the Participant the amount of the
Excess Deferrals allocated to the Plan as adjusted for any income or loss
allocable to such excess. Any Excess Deferrals distributed pursuant to this
subparagraph that have not previously been included in income are to be included
in the gross income of the Participant for the year to which such Excess
Deferrals relate. Any income that is allocable to Excess Deferrals (as
determined in accordance with rules promulgated by the Secretary of the Treasury
or his delegate) that is distributed pursuant to this subparagraph is to be
included in the gross income of the Participant for the year in which such
amount is distributed. In making a distribution as permitted under this
Section, the Administrator shall first allocate the Excess Deferral to any Roth
Elective Deferrals for such year and shall allocate the Excess Deferral to Tax
Deferred Contributions only to the extent the Excess Deferral exceeds such Roth
Elective Deferrals. The Administrator shall designate the distribution as that
consisting of Excess Deferrals within the meaning of Section 402(g)(1) of the
Code. Any distribution of less than the entire amount of Excess Deferrals plus
income or loss attributable to such deferral contributions shall be treated as a
pro rata distribution of such excess deferral contributions and income/loss. No
corrective distribution under this Section shall be recognized for purposes of
determining whether the minimum distribution requirements of Section 401(a)(9)
of the Code are satisfied with respect to any Participant.




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	 	(iii)	 	Any distribution in accordance with this Section 3.2 shall be
made without regard to any notice or consent otherwise required under Sections
411(a)(11) or 417 of the Code.






	3.3	 	Catch-Up Contributions






	 	(a)	 	A Participant who is a Covered Employee and who is age 50 or older at any time
during a given Plan Year shall be eligible to elect to make a Tax Deferred Catch-Up
Contribution for such Plan Year or, for Plan Years beginning on and after January 1,
2007, a Roth Catch-Up Contribution for such Plan Year. Such election shall be made,
and may be changed prospectively, in accordance with procedures adopted by the
Administrator and communicated to Covered Employees.
	 
	 	(b)	 	A Catch-Up Contribution is an Employer contribution that is actually made on
behalf of a Participant described in Section 3.3(a) whose Elective Deferrals for the
give Plan Year are otherwise limited as provided in Section 3.2. and that is in an
amount that does not exceed the dollar limit under Section 414(v)(2)(B)(i) of the Code,
as adjusted in accordance with Section 414(v)(2)(C) of the Code. A Catch-Up
Contribution is not taken into account for purposes of the limitations provided in
Sections 3.2 and 11.11 of the Plan and the Plan shall not be treated as failing the
requirements identified in Section 414(v)(3) of the Code, as applicable, by reason of
such Catch-Up Contributions.






	3.4	 	Safe Harbor Matching Contributions






	 	(a)	 	The Employer shall contribute an amount to the Trust Fund equal to the sum of
those amounts individually determined with respect to each Participant, as follows:






	 	(i)	 	One hundred percent (100%) of the Elective Deferrals made with
respect to the Participant during such pay period which do not exceed three
percent (3%) of the Participant’s Compensation during such pay period; and
	 
	 	(ii)	 	Fifty percent (50%) of the Elective Deferrals made with respect
to the Participant during such pay period which exceed three percent (3%), but
do not exceed five percent (5%), of the Participant’s Compensation during such
pay period.






	 	 	 	Such contributions shall be designated as Safe Harbor Matching Contributions and
shall be 100% vested and nonforfeitable when made. The Employer shall make Safe
Harbor Matching Contributions as soon as practicable following the end of the pay
period to which they relate and such contributions shall be credited to Participants’
Safe Harbor Matching Accounts as of the date they are received by the Trustee or
otherwise deposited in the Trust Fund. Notwithstanding the foregoing provisions,
Catch-Up Contributions shall be treated as Elective Deferrals under this Section 3.4
solely to the extent a Participant’s Elective Deferrals (exclusive of Catch-Up
Contributions) for a given Plan Year do not equal or exceed five percent (5%) of the
Participant’s Compensation during the Plan Year and provided that any such inclusion
of Catch-Up Contributions in Elective Deferrals will not cause the amount of Elective
Deferrals that are recognized for purposes




 - 13 - 









 






	 	 	 	of the Safe Harbor Matching Contribution formula to exceed five percent (5%) of
the Participant’s Compensation during the Plan Year. The Safe Harbor Matching
Contribution made on behalf of each Participant shall be adjusted as of the last day
of a Plan Year to ensure that the actual Safe Harbor Matching Contribution made
equals the appropriate percentages set forth in this Section 3.4(a), as determined on
the Plan Year basis.






	 	(b)	 	Effective with respect to each Plan Year in which the provisions of Section 3.4
are applicable, the Administrator shall provide Notice during the “Safe Harbor Notice
Period” (as hereinafter defined) to each Covered Employee who is eligible to
participate in the Plan during such Plan Year. Such Notice shall describe the
following:






	 	(i)	 	The formula used to determine the Safe Harbor Matching
Contribution to be made on behalf of such Employee for such Plan Year;
	 
	 	(ii)	 	Any requirements that such Employee must satisfy to become
entitled to receive such contributions;
	 
	 	(iii)	 	The type and amount of Compensation that may be deferred under
the Plan as Elective Deferrals and Catch-Up Contributions;
	 
	 	(iv)	 	The procedures for making or changing an election to make
Elective Deferrals and Catch-Up Contributions, including the periods available
for making or changing such elections;
	 
	 	(v)	 	The withdrawal and vesting provisions applicable to contributions
under the Plan; and
	 
	 	(vi)	 	A means by which Covered Employees may easily obtain additional
information about the Plan.






	 	 	 	For purposes hereof, the “Safe Harbor Notice Period” shall mean a period beginning 90
days before the first day of the applicable Plan Year and ending 30 days before the
first day of the applicable Plan Year; provided, however, with respect to a Covered
Employee who becomes eligible to participate in the Plan during a given Plan Year in
which the provisions of Section 3.4 are applicable, the “Safe Harbor Notice Period”
shall begin 90 days before the day such Employee may first participate in the Plan
and shall end on the day such Employee may first participate in the Plan.
	 
	 	(c)	 	The Employer elects to treat the Plan as automatically satisfying the
nondiscrimination in amount of employer contribution requirements of Section 401(a)(4)
of the Code. Notwithstanding any provision of this Section 3.4 to the contrary, the
Employer reserves the right to suspend future Safe Harbor Matching Contributions at any
time provided that the procedures for implementing such suspension are consistent with
Section 1.401(k)-3(g) of the Income Tax Regulations.






	3.5	 	Source of Employer Contributions




 - 14 - 









 












	 	(a)	 	The Employer shall make all contributions to the Plan without regard to current
or accumulated net profits. Notwithstanding the foregoing, for purposes of Sections
401(a)(27) and 401(k) of the Code, the Plan shall continue to be considered a profit
sharing plan. Effective January 1, 2007, this Plan is also intended to be a qualified
Roth contribution program under Section 402A of the Code. All Employer contributions
shall be made in cash and shall be conditioned on the deductibility of the
contribution.
	 
	 	(b)	 	Any provision of the Plan to the contrary notwithstanding, the total Employer
contribution made with respect to any Plan Year, when added to any other contributions
made by the Employer to a plan qualified under Section 401(a) of the Code, shall not
exceed such amount which is deductible for such Plan Year pursuant to Sections
404(a)(3) or 404(a)(7) of the Code. In any event, all contributions for a Plan Year
shall be paid within the regular or extended time for filing the Employer’s federal
income tax return for the fiscal year which includes the Plan Year end.






	3.6	 	Investment of Employer Contributions
	 
	 	 	The Employer contributions made on behalf of a Participant shall be invested by the Trustee
in accordance with the Participant’s election under Sections 5.3(a) and 5.4(a).
	 
	3.7	 	Recovery of Contributions
	 
	 	 	Except as provided in this Section 3.7, the assets of the Plan shall never inure to the
benefit of an Employer or Affiliate and shall be held for the exclusive purpose of providing
benefits under the Plan and defraying reasonable expenses of the Plan. However, no
provision of this Plan shall:






	 	(a)	 	prohibit the return of a contribution to an Employer or a Participant within
one year after payment if such contribution was made by a mistake of fact; or
	 
	 	(b)	 	prohibit the return of a contribution that is determined to be nondeductible
(to the extent disallowed as a deduction);






	 	 	provided, however, in the case of the return of a contribution which was made as a result of
a mistake of fact, the amount which shall be returned is the excess of the amount
contributed over the amount which would have been contributed had the mistake of fact not
occurred. Further, in the case of the return of a contribution that is determined to be
nondeductible, and in the case of a contribution made as the result of a mistake of fact,
earnings attributable to the excess contribution may not be returned, but losses
attributable thereto must reduce the amount to be returned. Further, in both such cases, if
the withdrawal of the amount attributable to the mistaken or nondeductible contribution
would cause the balance of the account of any Participant to be reduced to less than the
balance which would have been in the account had the mistaken or nondeductible amount not
been contributed, then the amount to be returned to the Employer will be limited so as to
avoid such reduction.
	 
	3.8	 	Other Provisions Relating to Employer Contributions




 - 15 - 









 












	 	(a)	 	Except as otherwise provided in accordance with procedures adopted by the
Administrator and communicated to applicable Participants, a Participant may as of any
time:






	 	(i)	 	suspend the Elective Deferrals and/or Catch-Up Contributions
being made on his behalf;
	 
	 	(ii)	 	increase or decrease the rate of Elective Deferrals and/or
Catch-Up Contributions made on his behalf or have such contributions resumed
after a period of suspension;
	 
	 	(iii)	 	change the allocation of the Elective Deferrals made on his
behalf from Tax Deferred Contributions to Roth Elective Deferrals, or vice
versa; or
	 
	 	(iv)	 	change the allocation of the Catch-Up Contributions made on his
behalf from Tax Deferred Catch-Up Contributions to Roth Catch-Up Contributions,
or vice versa.






	 	 	 	Such suspension or change in rate or allocation shall be effective as of the first
day of the pay period next following the date the Participant delivers Notice of the
same to the Administrator, provided such Notice is delivered to the Administrator in
such time as to allow the Administrator a reasonable period within which to act on
the election contained therein.
	 
	 	 	 	During any period of suspension, regardless of the length of its duration, the
Participant’s Account shall be maintained in accordance with the procedure set forth
in Article Five.
	 
	 	(b)	 	In the event Safe Harbor Matching Contributions have been made with respect to
Elective Deferrals that are subsequently determined to fail to meet the annual dollar
limitation specified in Section 3.2(a) (and if such Excess Deferrals are distributed
pursuant to Section 3.2(b)), such Safe Harbor Matching Contributions (and any income or
loss attributable thereto determined in accordance with regulations) shall be forfeited
and applied to reduce future Safe Harbor Matching Contributions.




 - 16 - 









 











ARTICLE FOUR




ROLLOVER CONTRIBUTIONS




	4.1	 	Rollover Contributions






	 	(a)	 	Under such rules and procedures as the Administrator may establish, any Covered
Employee may make a cash Rollover Contribution to this Plan of all or a portion of the
amount received by the Covered Employee in the form of an eligible rollover
distribution from an eligible retirement plan (as such terms are defined in Section
6.4); provided, however, that the Plan shall not accept (i) a rollover of after-tax
employee contributions; (ii) a rollover from an individual retirement account or
annuity that is other than a conduit IRA, as determined by the Administrator, or (iii)
a rollover from such other source, and/or under such circumstances, as the
Administrator, in its discretion, shall determine to be ineligible. Effective January
1, 2007, that portion of a Rollover Contribution that is attributable to a designated
Roth account under an eligible retirement plan shall be accepted provided it meets the
other requirements of this section and is made as a direct rollover to a Roth Rollover
Account hereunder. Such Roth Rollover Contribution shall be subject to separate
accounting, including accounting for the amount of such contribution not includable in
income. Any portion of a Rollover Contribution that is not a Roth Rollover
Contribution and that is accepted by the Administrator shall be allocated to a Rollover
Account established on behalf of the Covered Employee. No Rollover Contribution may be
made to the Plan unless the Covered Employee had demonstrated to the Administrator’s
satisfaction that the contribution satisfies the conditions for tax-free rollover
treatment under the applicable provisions of the Code.
	 
	 	(b)	 	In the event the Administrator has reasonably concluded that an amount may be
accepted by the Plan as a Rollover Contribution under Section 4.1(a) but later
determines that all or a portion of such amount fails to satisfy the provisions of
Section 4.1(a), the Administrator shall cause such ineligible amount and related
investment earnings to be distributed to the Covered Employee (or, if applicable,
Beneficiary) as soon as administratively feasible.






	4.2	 	Vesting of Rollover Contributions






	 	 	Amounts contributed under Section 4.1 hereof shall at all times be 100% vested.




 - 17 - 









 











ARTICLE FIVE




PARTICIPANT ACCOUNTS AND VALUATION OF FUNDS




	5.1	 	Establishment of Participant Accounts






	 	(a)	 	There shall be established and maintained for each Participant a Total Account.
A Total Account may consist of the following accounts:






	 	(i)	 	a Tax Deferred Account;
	 
	 	(ii)	 	a Safe Harbor Matching Account;
	 
	 	(iii)	 	an Employer Account;
	 
	 	(iv)	 	a Rollover Account;
	 
	 	(v)	 	a Tax Deferred Catch-Up Account;
	 
	 	(vi)	 	for periods on and after January 1, 2007, a Designated Roth Account;
	 
	 	(vii)	 	for periods on and after January 1, 2007, a Roth Catch-Up Account; and
	 
	 	(viii)	 	for periods on and after January 1, 2007, a Roth Rollover Account.






	 	(b)	 	Within each of the accounts listed in Section 5.1(a) that are applicable to a
given Participant, separate records shall be kept of the portion, if any, of each
account invested in each investment fund or vehicle then offered under the Plan. The
Administrator may adopt rules, consistent with income tax regulations, that designate
certain accounts as constituting a separate contract for purposes of Section 72 of the
Code.






	5.2	 	Valuation Date Adjustments
	 
	 	 	As of each Valuation Date, each Participant’s balance in his various accounts shall be
adjusted in accordance with the valuation procedure adopted by the Administrator.
	 
	5.3	 	Investment Elections






	 	(a)	 	When a Covered Employee submits his application to become a Participant, he
shall give Notice regarding the investment of contributions to be made on his behalf
under the Plan. Such Notice shall be provided to the Administrator or its designee
within such time and in accordance with such means as are designated by the
Administrator and communicated to Participants and Covered Employees. Subject to such
procedural rules as may be established by the Administrator from time-to-time, such
Notice shall specify, in 1% increments from 0% to 100%, the percentage of each
applicable contribution source which is to be invested in each investment option then
made available.




 - 18 - 









 






	 	 	 	A Participant may change the investment elections made under this Section 5.3(a) at
any time by giving Notice to the Administrator or its designee within such time and
in accordance with such means as are designated by the Administrator and communicated
to Participants and Covered Employees. Such Notice of change shall be subject to the
procedural specifications set forth above (and, if applicable, subject to the
limitations set forth in Section 5.4) and, except as may otherwise be provided in the
Trust Agreement, shall be effective with respect to contributions received by the
Trustee (or otherwise deposited into the Trust Fund) as of the Valuation Date on
which the Notice is received or as of the next following Valuation Date, in
accordance with procedures established by the Administrator, and communicated to
Participants and Covered Employees.
	 
	 	 	 	A Covered Employee making a Rollover Contribution shall give Notice regarding the
investment of such contribution. Such Notice shall be delivered on or prior to the
date the Rollover Contribution is effective and shall specify, in 1% increments from
0% to 100%, the percentage of the Rollover Contribution to be invested in each
investment option which is then made available for the investment of Rollover
Contributions.
	 
	 	(b)	 	Each Participant and Beneficiary shall have the opportunity to change the
manner in which the Total Account maintained on his behalf under the Plan is invested.
Such opportunity shall be exercised by giving Notice to the Administrator or its
designee within such time and in accordance with such means as are designated by the
Administrator and communicated to Participants, Covered Employees and affected
Beneficiaries. Subject to such procedural rules as may be established by the
Administrator from time-to-time, such Notice shall specify, in a whole dollar amount or
in 1% increments from 0% to 100%, the dollar amount, or percentage, of the Total
Account maintained on behalf of the Participant or Beneficiary which is to be invested
in each investment option then made available. Except as may otherwise be set forth in
the Trust Agreement, such Notice shall be effective as of the Valuation Date on which
the Notice is received by the Trustee or as of the next following Valuation Date, in
accordance with procedures established by the Administrator and communicated to
Participants, Covered Employees and affected Beneficiaries. Notwithstanding any
provision of this paragraph (b) to the contrary, (i) the election under this Section
5.3(b) shall be subject to any contractual limitations imposed on the direct transfer
of assets between given investment funds or such other reasonable limitation on
exchanges as may be agreed to between the Administrator and the person or entity
designated by the Administrator to perform administrative services on behalf of the
Plan (ii) the election under this Section 5.3(b) shall be subject to any regulatory
restrictions on transfers, as determined by the Administrator, in its discretion, (iii)
prior to March 1, 2009 or such later date as the Administrator, in its discretion shall
provide, in no event shall any portion of the Total Account maintained on behalf of a
Participant or Beneficiary in the Erie Family Life Group Annuity Fund be transferred to
any other investment fund and (iv) in no event shall any portion of the Total Account
maintained on behalf of a Participant be transferred to the Erie Indemnity Stock Fund.
	 
	 	(c)	 	Any investment elections or changes in elections under this Section 5.3 may be
limited or delayed by the Administrator or Trustee, if, in the judgment of such party,
giving




 - 19 - 









 







	 	 	 	immediate effect to such elections would adversely affect the Total Account balances of a
significant number of Participants.
	 
	 	(d)	 	In the event a Participant’s, Covered Employee’s or Beneficiary’s investment
election under the Plan is incomplete, the Participant, Covered Employee or Beneficiary
will be deemed to have chosen to invest in such default fund as is set forth in the
Trust Agreement or as otherwise determined by the Administrator.
	 
	 	(e)	 	Any investment election or deemed investment election under the Plan shall
remain in effect until changed by an election under this Section. Notwithstanding any
provision of this Article Five to the contrary, the Administrator, in its discretion,
may offer such investment options to Participants and Beneficiaries as it deems
appropriate and may cease to offer any such options as it deems appropriate. In the
event the Administrator decides to discontinue offering an investment option under the
Plan, those Participants on whose behalf Total Accounts are being maintained that are
invested in the discontinued investment option may be required, at the discretion of
the Administrator, to have affected amounts consolidated with (or “mapped” to) a
replacement investment option selected by the Administrator or may be provided an
opportunity to designate, from such selection of investment options as may be offered
by the Administrator, an investment option or options as a replacement for the
investment option being discontinued. Any such designation by a Participant shall be
made in accordance with paragraph (b) above. If a Participant who is affected by the
discontinuation of an investment option fails to make any replacement designation
offered in this paragraph (e), the Participant’s interest in such discontinued fund,
shall be consolidated with (or “mapped” to) such replacement investment option selected
by the Administrator, in its discretion. Any changes under this paragraph (e) shall
take effect as of such times and under such rules as shall be established by the
Administrator.
	 
	 	(f)	 	Each Participant, Covered Employee and Beneficiary is solely responsible for
the selection of his investment option. The Trustee, the Administrator, the Employer,
and the directors, officers, supervisors and other employees of the Employer are not
empowered to advise a Participant, Covered Employee or Beneficiary as to the manner in
which any portion of his Total Account shall be invested. The fact that an investment
option is available under the Plan shall not be construed as a recommendation for
investment in that investment option.






	5.4	 	Erie Indemnity Stock Fund
	 
	 	 	The provisions of this Section shall become applicable to the extent to which Participants’
and Beneficiaries’ Employer Accounts and/or Safe Harbor Matching Accounts under the Plan are
invested in the Erie Indemnity Stock Fund.






	 	(a)	 	The Administrator shall make available under the Plan an investment fund which
shall consist exclusively of Erie Indemnity Stock; provided, however, that in the
discretion of the Trustee, within guidelines set by the Administrator, a portion of
such fund may be held in short-term interest-bearing investments or cash pending
purchase of Erie Indemnity Stock and to provide sufficient liquidity for exchanges out
of the fund,




 - 20 - 









 







	 	 	 	withdrawals and loans. Such investment fund shall be referred to as the “Erie
Indemnity Stock Fund.” Except as otherwise provided in this Section 5.4, a Participant
shall be permitted to invest all or a portion of the Safe Harbor Matching
Contributions, made on his behalf in the Erie Indemnity Stock Fund in accordance with
the provisions of Section 5.3. A Participant shall not be permitted to invest any
portion of the Elective Deferrals or Catch-Up Contributions made on his behalf in the
Erie Indemnity Stock Fund nor shall any Participant or Covered Employee be permitted to
invest any portion of a Rollover Contribution in the Erie Indemnity Stock Fund. No
Participant, Covered Employee or Beneficiary may transfer any portion of the Total
Account maintained on his behalf to the Erie Indemnity Stock Fund. For purposes of
implementing Participant investment elections under Section 5.3, or a Participant’s or
Beneficiary’s distribution election under Section 6.3, the Trustee may, in its
discretion, purchase or sell Erie Indemnity Stock on the open market or by
privately-negotiated transaction; provided however, that any such purchase or sale
shall be made only in exchange for fair market value as determined by the Trustee and,
provided further that, no commission shall be charged to or paid by the Plan with
respect to any purchase or sale of Erie Indemnity Stock between the Plan and a party in
interest (as defined in Section 3(14) of ERISA). Any distributions, dividends or other
income received by the Trustee with respect to the Erie Indemnity Stock Fund shall be
reinvested by the Trustee in the Erie Indemnity Stock Fund.
	 
	 	(b)	 	The restrictions contained in this paragraph (b) shall apply to that portion of
the Employer Accounts and/or Safe Harbor Matching Accounts maintained on behalf of
Participants or Beneficiaries which are invested in the Erie Indemnity Stock Fund and,
if and to the extent necessary, any election made by a Participant or Beneficiary under
the Plan shall be deemed modified to be consistent with this paragraph (b).
	 
	 	 	 	Notwithstanding the provisions of Section 5.4 and Articles Seven and Fourteen:






	 	(i)	 	No Participant or Beneficiary shall, on the basis of material
nonpublic information with respect to the Company or its affiliates, make an
election permitted by that Section or those Articles if (1) such election
would result in an exchange into or out of, loans from, withdrawals from, or
an increase or decrease in the amount of contributions to the Erie Indemnity
Stock Fund, and (2) the transaction resulting from such election is prohibited
by Rule 10b-5.
	 
	 	(ii)	 	No officer shall make an election permitted by that Section
or those Articles if such election would result in a transaction involving the
Erie Indemnity Stock Fund which is not an exempt transaction pursuant to Rule
16b-3.






	 	 	 	For purposes of this paragraph (b), the terms “Rule 10b-5” and “Rule 16b-3” shall
mean the rules, as amended, having those designations promulgated by the United
States Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended, and the terms “affiliate” and “officer” shall have the meanings set
forth in Rule 12b-2 and Rule 16a-1(f), respectively, both as so promulgated and
amended.




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	 	(c)	 	Notwithstanding anything in this Article Five to the contrary, Participants and
Beneficiaries shall have the right, and be notified of such right, to diversify the
portions of their Total Account which are invested in the Erie Indemnity Stock Fund, as
required under Section 401(a)(35) of the Code and Section 101(m) of ERISA. Any
limitations established by the Administrator related to contributions and/or transfers
into or out of the Erie Indemnity Stock Fund shall comply with the divestiture
requirements of Section 401(a)(35) of the Code and related guidance.






	5.5	 	Temporary Suspension of Certain Administrative Activities
	 
	 	 	In the event of a change in the investment options available under the Plan, a change in
vendors providing services to the Plan, or a change in the Plan’s administrative procedures,
the Administrator may establish procedures for temporarily suspending certain activities
under the Plan, as the Administrator may determine are necessary or appropriate, in its
discretion. Such temporary suspension shall be conditioned upon any notification to
Participants required by law. The activities that may be suspended include, but are not
limited to, changes in Elective Deferrals, Rollover Contributions, investment elections or
transfers, distributions, in-service withdrawals and loans.




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ARTICLE SIX




VESTING & DISTRIBUTIONS




	6.1	 	Vesting
	 
	 	 	A Participant shall be fully vested in all contributions made and investment earnings
credited under the provisions of the Plan.
	 
	6.2	 	Distributions Upon Retirement or Other Termination of Employment






	 	(a)	 	Subject to the provisions of paragraph (b) below, upon the termination of a
Participant’s employment with the Company and Affiliates for any reason, the
Participant (or, if the Participant is deceased, his Beneficiary) shall be paid the
entire vested Total Account maintained on behalf of the Participant as provided in
subparagraph (i), (ii) or (iii) below:






	 	(i)	 	If the vested Total Account exceeds $3,500 as of the determination
date chosen by the Administrator or its designee, the Participant (or Beneficiary)
may elect, in such manner as provided by the Administrator or its designee, to
either take or commence an immediate distribution of such vested Total Account in
a form permitted under Section 6.3 or to defer receipt of the same until a later
date, but not beyond the end of the calendar year in which the Participant attains
age 70-1/2 and not beyond such other required commencement date under Section
401(a)(9) of the Code. The failure of any terminated Participant (or terminated
Participant’s Beneficiary) to make an election with respect to a vested Total
Account in excess of the $3,500 threshold shall be deemed an election by the
Participant (or Beneficiary) to defer receipt of such vested Total Account. A
Participant or Beneficiary who elects (or is deemed to have elected) to defer
receipt of the vested Total Account may request a distribution of the vested Total
Account in a form permitted under Section 6.3 at a subsequent date permitted under
Section 401(a)(9) of the Code. Pending distribution of his Total Account, such
Participant or Beneficiary shall be permitted to change the manner in which such
Total Account is invested in accordance with Section 5.3(b).
	 
	 	(ii)	 	If the vested Total Account does not exceed $3,500 as of the
determination date chosen by the Administrator or its designee and such
determination date precedes January 1, 2007, such vested Total Account shall be
paid in a lump sum to the Participant or Beneficiary. Such payment shall be made
as soon as practicable following the Participant’s (or Beneficiary’s) election to
take payment in cash or as a direct rollover and shall be made in accordance with
such election. If a Participant fails to make an affirmative election to receive
cash or make a direct rollover within 60 days of being apprised of his
distribution 
options, distribution of the lump sum shall be made as a direct rollover to an
individual retirement account selected by the Administrator unless the vested
Total Account as of the determination date is $1,000 or less, in which case
distribution of the lump sum shall be made to the Participant in cash. If a
Beneficiary fails to make an affirmative election to receive cash or, if
eligible, make a direct rollover within 60 days of being apprised of his
distribution





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	 		 	options, distribution of the lump sum shall be made to the
Beneficiary in cash.
	 
	 	(iii)	 	If the vested Total Account does not exceed $3,500 as of the
determination date chosen by the Administrator or its designee and such
determination date is on or after January 1, 2007, such vested Total Account shall
be paid in a lump sum to the Participant (or Beneficiary) on the conditions that
the Participant (or Beneficiary) is alive as of the applicable payment date and,
except as otherwise provided in this subparagraph (iii), that the Participant (or
Beneficiary) affirmatively elects payment in cash or as a direct rollover. If the
vested Total Account maintained on behalf of the Participant (or Beneficiary) does
not exceed $1,000 as of the applicable determination date and the Participant (or
Beneficiary) fails to make an affirmative election to receive cash or make a
direct rollover within 60 days of being apprised of his distribution options, the
Plan shall pay such vested Total Account to the Participant (or Beneficiary) as a
lump sum in cash.
	 
	 	(iv)	 	For purposes of this Section 6.2(a), the value of a vested Total
Account shall be determined with regard to that portion, if any, that is
attributable to a Rollover Contribution (and earnings allocated thereon).






	 	(b)	 	The Administrator or its designee shall notify a Participant or Beneficiary of
his election right under Section 6.2(a) and, in the case of a Participant who may defer
payment of the vested portion of his Total Account in accordance with Section 6.2(a),
of his right to defer payment and, for Plan Years beginning after December 31, 2006, a
description of the consequences of a failure to defer payment. Such notification shall
be provided to the Participant or Beneficiary not less than 30 days and not more than
180 days before payment is made; provided, however, that a Participant or Beneficiary
may affirmatively elect to be paid the vested Total Account being maintained on his
behalf within 30 days after the Participant or Beneficiary received the notice
described in this Section 6.2(b).
	 
	 	(c)	 	A Participant who returns to employment with the Employer on a full or
part-time basis prior to distribution of his vested Total Account under paragraph (a)
shall be deemed to have cancelled his distribution election as of his date of
reemployment.
	 
	 	(d)	 	All payments made pursuant to this Article Six shall be based on the
Participant’s vested Total Account balance on the Valuation Date as of which payment is
made. Payment shall be made from the accounts comprising the Participant’s (or
Beneficiary’s) Total Account and from the investment funds in which such Total Account
is invested in such order of priority as the Administrator, pursuant to a uniform and
nondiscriminatory policy, shall direct.




 - 24 - 









 












	6.3	 	Payment of Amounts Distributed






	 	(a)	 	Distributions to a Participant or Beneficiary may be paid in the form of:






	 	(i)	 	a lump sum;
	 
	 	(ii)	 	monthly, quarterly or annual installments that will provide a fixed
amount per pay period; or
	 
	 	(iii)	 	monthly, quarterly or annual installments that will provide
substantially equal payments over a fixed period that is not in excess of the
lesser of fifteen (15) years or the recipient’s life expectancy, as determined by
the Administrator as of the date the payments begin.
	 
	 	 	 	A Participant or Beneficiary who has elected payment in an installment form under
Section 6.3(a)(ii) or (iii) may elect, at some future date, to have the balance of the
vested Total Account maintained on his behalf paid in the form of a lump sum. Except
as provided in the preceding sentence, a Participant or Beneficiary may not change his
elected form of distribution following the date Plan payments begin. A Participant who
returns to employment with the Employer on a full or part-time basis following
commencement of an installment form of distribution shall be deemed to have cancelled
his distribution election as of his date of reemployment. In no event may
distributions from the Plan be made in the form of an annuity.






	 	(b)	 	A distributee who is receiving payment in the form of a lump sum shall elect to
have that portion of his Employer Account and Safe Harbor Matching Account which is
invested in the Erie Indemnity Stock Fund paid either (i) in whole units of Erie
Indemnity Stock (with fractional units being distributed in cash) or (ii) in cash. The
election of a Participant or Beneficiary under this Section 6.3(b) shall be made in
connection with the Participant’s or Beneficiary’s lumps sum election under Section
6.2. In the event distribution is made in the form of installments or is made in the
form of a lump sum, but such lump sum is paid in the absence of a Participant’s or
Beneficiary’s distribution election, that portion of an Employer Account and Safe
Harbor Matching Account which is invested in the Erie Indemnity Stock Fund at the time
of distribution shall be paid in cash.
	 
	 	(c)	 	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 Treasury Regulations Sections 1.401(a)(9)-1 through 1.401(a)(9)-9.
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.




 - 25 - 









 






	 	 	 	For purposes of this Section 6.3, “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
Code Section 416), 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.
	 
	 	 	 	Notwithstanding the foregoing, unless the Participant elects otherwise, distribution of
benefits under Section 6.2 will begin no later than the 60th day after the
latest of the close of the Plan Year in which:






	 	(i)	 	the Participant attains age 65;
	 
	 	(ii)	 	occurs the fifth anniversary of the Plan Year in which the
Participant commenced participant in the Plan; or
	 
	 	(iii)	 	the Participant terminated employment with the Company and
Affiliates.







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






	 	(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 subparagraph (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.






	 	(e)	 	In the event 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, at the election of the Participant’s Beneficiary, in a
lump sum or in a method that is at least as rapid as the method being used at the date
of the Participant’s death.
	 
	 	(f)	 	Notwithstanding Sections 6.3(c), (d) or (e) of the Plan, a Participant or
Beneficiary who would have been required to receive required minimum distributions for
2009 but for the enactment of Section 401(a)(9)(H) of the Code (“2009 RMDs”), and who
would have satisfied that requirement by receiving distributions that are (i) equal to
the 2009 RMDs or (ii) one or more payments in a series of substantially equal
distributions (that include the 2009 RMDs) made at least annually and expected to last
for the life (or life expectancy) of




 - 26 - 









 






	 	 	 	the Participant, the joint lives (or life expectancy) of the Participant and the
Participant’s Beneficiary, or for a period of at least 10 years (“Extended 2009 RMDs”),
will receive those distributions for 2009 unless the Participant or Beneficiary chooses
not to receive such distributions. Participants and Beneficiaries described in the
preceding sentence will be given the opportunity to elect to stop receiving the
distributions described in the preceding sentence.
	 
	 	 	 	For purposes of Section 6.4 of the Plan, 2009 RMDs and Extended 2009 RMDs will also be
treated as eligible rollover distributions in 2009.






	6.4	 	Direct Rollovers






	 	(a)	 	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. The Administrator shall notify a distributee
of his right to elect a direct rollover; such notice shall be furnished to the
distributee between 30 days and 180 days prior to the date as of which the distributee
is to receive a distribution from the Plan, provided that the distributee may
affirmatively elect a distribution or direct rollover to occur within 30 days after the
furnishing of such notice.
	 
	 	(b)	 	Definitions.






	 	(i)	 	Eligible Rollover Distribution: An eligible rollover distribution is
any distribution of all or any portion of the balance to the credit of the
distributee other than (A) 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 designated Beneficiary, or for a specified period of ten (10) years or
more; (B) any distribution to the extent such distribution is required under Code
Section 401(a)(9); and (C) 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 Code Sections 408(a) or (b),
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.




 - 27 - 









 






	 	(ii)	 	Eligible Retirement Plan: An eligible retirement plan is an
individual retirement account described in Code Section 408(a), an individual
retirement annuity described in Code Section 408(b), an annuity described in Code
Section 403(a), an annuity contract described in Code Section 403(b), an eligible
plan under Code Section 457(b) 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 Code Section 401(a), and for periods
on and after January 1, 2008, a Roth IRA under Code Section 408A, that accepts the
distributee’s eligible rollover distribution. However, in the case of an eligible
rollover distribution: (A) that includes after-tax employee contributions, an
eligible retirement plan is an individual retirement account or annuity described
in Code Section 408(a) or (b), or a qualified defined contribution plan described
in Code Sections 401(a) or 403(a) 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, (B) that includes a Designated Roth
Account, an eligible retirement plan is an individual retirement plan described in
Code Section 408A or a qualified defined contribution plan described in Code
Section 401(a) 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 portion of such distribution which is
part not so includible, and (C) that is made on behalf of a distributee that is
not the Employee’s or former Employee’s Spouse, an eligible retirement plan shall
mean an individual retirement account described in Code Section 408(a) or an
individual retirement annuity described in Code Section 408(b) established for the
purpose of receiving a distribution on behalf of a Beneficiary, which will be
treated as an inherited IRA pursuant to Code Section 402(c)(11).
	 
	 	(iii)	 	Distributee: A distributee includes an Employee or former Employee.
In addition, the Employee’s or former Employee’s surviving Spouse and the
Employee’s or former Employee’s Spouse or former Spouse who is the alternate payee
under a qualified domestic relations order, as defined in Code Section 414(p), are
distributees with regard to the interest of the Spouse or former Spouse. With
respect to distributions made on or after July 1, 2007, a distributee shall also
include an Employee’s Beneficiary who is not the Employee’s Spouse.
	 
	 	(iv)	 	Direct Rollover: A direct rollover is a payment by the Plan to the
eligible retirement plan specified by the distributee.






 - 28 - 











 





ARTICLE SEVEN




WITHDRAWALS AND LOANS




	7.1	 	Withdrawals Generally






	 	 	An Eligible Applicant may make written application to the Administrator for withdrawal of a
portion of his account balance without terminating his employment, but only in such amounts
and under such conditions as specified in this Article Seven. All such applications for a
withdrawal made by an Eligible Applicant shall be approved or denied by the Administrator in
accordance with a uniform, non-discriminatory policy and such action by the Administrator
shall be final.






	7.2	 	Hardship Withdrawal






	 	 	Upon proper written application of an Eligible Applicant in such form as the Administrator
may specify, the Administrator may permit the Eligible Applicant to withdraw in cash the
portion of the balance of his Total Account representing his Rollover Account (if
applicable), his Roth Rollover Account (if applicable), his Employer Account and his
Elective Deferrals and Catch-Up Contributions without earnings thereon, provided that the
reason for such withdrawal is to enable the Eligible Applicant to meet unusual or special
situations in his financial affairs resulting in immediate and heavy financial needs of the
Eligible Applicant and, provided further, that the Administrator must be satisfied that any
withdrawal hereunder is not in excess of the amount necessary to meet the immediate and
heavy financial need and that such need cannot be met from other resources of the Eligible
Applicant. The amount available for withdrawal shall be based on the balances of the
applicable accounts (and the Elective Deferrals made) as of the Valuation Date on which
payment is made. Amounts required to meet the following items are deemed to be for
immediate and heavy financial needs:






	 	(a)	 	payments necessary to prevent the eviction of the Eligible Applicant from, or
foreclosure of the mortgage on, his principal residence;






	 	(b)	 	expenses for medical care described in Code Section 213(d) incurred by the
Eligible Applicant, his Spouse, his children, or his dependents as defined in Code
Section 152, or necessary for these persons to obtain medical care described in Section
213(d) of the Code;
	 
	 	(c)	 	costs directly related to the purchase of an Eligible Applicant’s principal
residence;
	 
	 	(d)	 	payment of tuition, related educational fees and room and board expenses, for
the next 12 months of post-secondary education for the Eligible Applicant, his Spouse,
his children, or his dependents (as defined in Code Section 152 without regard to Code
Sections 152(b)(1), (b)(2), and (d)(1)(B)); or
	 
	 	(e)	 	payments for burial or funeral expenses for the Eligible Applicant’s deceased
parent, his Spouse, his children, or his dependents as defined in Code Section 152,
without regard to




- 29 -









 












	 	 	 	Code Section 152(d)(1)(B) of the Code; or
	 
	 	(f)	 	expenses for the repair of damage to the Eligible Applicant’s principal
residence that would qualify for a casualty deduction under Code Section 165
(determined without regard to whether the loss exceeds 10% of adjusted gross income).






	7.3	 	Safe Harbor Distribution






	 	 	 	A distribution shall be deemed necessary to satisfy an immediate and heavy financial need of
an Eligible Applicant if all of the following requirements are satisfied:
	 
	 	(a)	 	the distribution is not in excess of the amount of the immediate and heavy
financial need of the Eligible Applicant including any amounts necessary to pay any
federal, state or local income taxes or penalties reasonably anticipated to result from
such distribution;
	 
	 	(b)	 	the Eligible Applicant has obtained all other forms of distribution and
nontaxable loans currently available from all plans maintained by an Employer; and
	 
	 	(c)	 	the Eligible Applicant is suspended from making Elective Deferrals to the Plan
until the first day of the pay period occurring six full months after the effective
date of the withdrawal.






	7.4	 	Hardship Withdrawal Priority






	 	(a)	 	A hardship withdrawal pursuant to Section 7.2 shall be made from the Total
Account maintained on behalf of an Eligible Applicant in the order of priority set
forth in this Section 7.4. That portion of a Eligible Applicant’s Total Account which
is of a lower priority shall be withdrawn only after those portions of the Total
Account which are of higher priority have been completely withdrawn:






	 	(i)	 	Designated Roth Account (excluding earnings);
	 
	 	(ii)	 	Roth Catch-Up Account (excluding earnings);
	 
	 	(iii)	 	Roth Rollover Account;
	 
	 	(iv)	 	Rollover Account;
	 
	 	(v)	 	Employer Account;
	 
	 	(vi)	 	Tax-Deferred Catch-Up Account (excluding earnings); and
	 
	 	(vii)	 	Tax-Deferred Account (excluding earnings).






	 	 	 	In no event shall a hardship withdrawal be taken from the Safe Harbor Matching
Account maintained on behalf of an Eligible Applicant.




- 30 -









 












	 	(b)	 	Subsequent to the determination under paragraph (a), withdrawals shall be made
out of those investment options in which the applicable account is invested according
to the withdrawal hierarchy designated by the Administrator and communicated to
Participants.






	7.5	 	Modifications to Hardship Withdrawal Standards






	 	 	The Company shall have full discretionary authority to modify the provisions of Sections
7.2, 7.3 and 7.4 provided that any modifications shall be evidenced by a writing approved by
the Plan Administrator, shall be consistently applied to all pending and future applications
as of the date of the modification and shall not operate so as to reduce or eliminate any
benefit protected under Section 411(d)(6) of the Code that has accrued as of the date of
such modifications.






	7.6	 	In-Service Withdrawals for Reasons Other than Hardship






	 	 	Upon proper written application of an Eligible Applicant in such form as the Administrator
may specify, the Administrator shall permit the Eligible Applicant to withdraw all or a
portion of the Total Account maintained on his behalf as provided in this Section 7.6.






	 	(a)	 	Subject to the provisions of paragraphs (c) through (f) below, an Eligible
Applicant on whose behalf a Rollover Account is maintained may elect to withdraw all or
a portion of such account without regard to whether the Eligible Applicant has attained
a given age or completed a given period of service with the Company or other Employer.
	 
	 	(b)	 	Subject to the provisions of paragraph (c) through (f) below, an Eligible
Applicant who has attained age 59-1/2 may elect to withdraw all or a portion of the
Total Account maintained on his behalf.
	 
	 	(c)	 	A withdrawal under this Section 7.6 shall be effective as of the date set forth
in the Eligible Applicant’s application for withdrawal, as approved by the Plan
Administrator. The Administrator shall endeavor to cause the payment of the withdrawal
to be made on, or as soon as practicable following, such effective date.






	 	(i)	 	The amount available for withdrawal will be based on the
balance(s) of the Eligible Applicant’s applicable accounts or sub-accounts on
the Valuation Date as of which the payment of the withdrawal is made.
	 
	 	(ii)	 	Withdrawals shall be made from the applicable accounts and
sub-accounts maintained under the Plan on behalf of the Eligible Applicant in
such order as the Administrator, pursuant to a uniform and nondiscriminatory
policy, shall direct and communicate to Eligible Applicants.
	 
	 	(iii)	 	Withdrawals shall be made from the investment funds maintained
under the Plan in such order as the Administrator, pursuant to a uniform and
nondiscriminatory policy, shall direct and communicate to Eligible Applicants.
	 
	 	(iv)	 	Withdrawals may be paid in the form of a cash payment and/or as a
direct rollover at the election of the Eligible Applicant. However, to the
extent all or a portion of




- 31 -









 












	 	 	 	the applicable account(s) of an Eligible Applicant
subject to the withdrawal election are invested in the Erie Indemnity Stock
Fund, the Eligible Applicant may elect to receive the withdrawal either (A) in
whole units of Erie Indemnity Stock (with fractional units distributed in cash)
or (B) in cash.
	 
	 	(v)	 	The minimum amount of withdrawal under this Section 7.6 shall be
the lesser of (A) $500 and (B) the balance(s) of the applicable account(s) of
the Eligible Applicant from which a withdrawal is requested under paragraphs (a)
and/or (b) above.






	 	(d)	 	Notice shall be provided to an Eligible Applicant in connection with any
withdrawal and such Notice shall be consistent with rules promulgated by the Secretary
of the Treasury or his delegate.
	 
	 	(e)	 	The Administrator, in its discretion, may provide that a reasonable
administrative fee be charged to an Eligible Applicant who elects a withdrawal under
this Section 7.6. Any such administrative fee shall be pursuant to a uniform and
nondiscriminatory policy that is communicated to Eligible Applicants.
	 
	 	(f)	 	The Company shall have full discretionary authority to modify the provisions of
this Section 7.6 provided that any modification shall be evidenced by a writing
approved by the Administrator, shall be consistently applied to all pending and future
applications as of the date of the modification and shall not operate so as to reduce
or eliminate any benefit protected under Section 411(d)(6) of the Code that has accrued
as of the date of such modification.






	7.7	 	Availability of Loans






	 	 	Subject to the provisions of Sections 7.7, 7.8 and 7.9, an Eligible Applicant may apply for
a loan from the Plan. Any such application shall be approved or denied by the Administrator
in accordance with a uniform, non-discriminatory policy and such action by the Administrator
shall be final. All loans approved shall be effective as of the “loan effective date” (as
hereinafter defined) provided the loan application was submitted to the Administrator within
a reasonable time (as determined by the Administrator) prior to the loan effective date.
All loans shall be made only in consideration of adequate security. For purposes hereof the
term “loan effective date” shall mean the date, mutually agreed upon by the Participant and
the Administrator, on which the loan shall be considered effective.






	 	 	The Administrator may establish rules governing the granting of loans, provided (i) that
such rules are not inconsistent with the provisions of Sections 7.7, 7.8 and 7.9, (ii) that
any such rules adopted by the Administrator shall be described in the documents supporting
the loan transaction and (iii) that loans are made available to all Eligible Applicants on a
reasonably equivalent basis and are not made available to Eligible Applicants who are Highly
Compensated in an amount greater than the amount made available to other Eligible
Applicants.




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	7.8	 	Terms and Conditions of Participant Loans






	 	(a)	 	Amount of Loan. At the time the loan is made, the principal amount of the
loan, when added to all other outstanding loans of the Participant from the Plan and
any other qualified plan of an Employer and Affiliates, shall not exceed the lesser of:






	 	(i)	 	$50,000, as reduced by the excess, if any, of the Eligible
Applicant’s highest outstanding loan balance from the Plan during the one-year
period ending on the day before the date such new loan is secured over the
outstanding balance of loans from the Plan on the date such loan is made; or






	 	(ii)	 	one-half of the current value of the Total Account maintained on
behalf of the Eligible Applicant under the Plan.






	 	 	 	The current value of a Total Account shall be determined as of the Valuation Date on
which the Eligible Applicant initiates the loan process by providing Notice to the
Administrator or its designee. No loan shall be made in an amount less than $1,000.
Any loan amount shall be made in accordance with Section 7.9.
	 
	 	(b)	 	Application for Loan. The Eligible Applicant must give the Administrator
adequate written notice, as determined by the Administrator, of the requested amount
and desired time for receiving a loan.
	 
	 	(c)	 	Length of Loan. The Eligible Applicant and the Administrator shall arrange for
the repayment of a Plan loan. The period of repayment shall not exceed five years from
the date the loan is made. All repayment schedules (whether by payroll withholding or
otherwise) shall commence as of the next administratively feasible pay period following
the disbursement of the loan and shall provide for substantially level amortization of
principal and interest. An Eligible Applicant who is on a military leave of absence
may elect to extend the term of the loan by the length of such absence. In all other
cases, an Eligible Applicant who is on a leave of absence or who terminates employment
with the Company and Affiliates must make principal and interest payments in the amount
and on such dates as otherwise due. In the event such payments are not made the
maturity of the loan shall be accelerated and the outstanding principal amount of the
loan, together with all accrued interest, shall be deemed immediately due and
distributable at such date or dates as the Administrator deems reasonable and as may be
specified by applicable law and regulation. Except as otherwise permitted in Income
Tax Regulations, in no event shall the date of deemed distribution extend beyond the
end of the calendar quarter next following the calendar quarter in which the payment
was not made.
	 
	 	(d)	 	Prepayment. The Eligible Applicant shall be permitted to repay the loan in
total as of any date prior to maturity without penalty.
	 
	 	(e)	 	Note. The loan shall be evidenced by a promissory note executed by the
Eligible Applicant and delivered to the Administrator. The Eligible Applicant will
agree to execute any other
documents (e.g., payroll withholding forms) that may be necessary or appropriate to
effect the loan.





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	 	(f)	 	Interest. All loans shall be considered investments of the Trust and interest
shall be charged on the loan at the rate set by the Administrator as of the loan
effective date. Such rate, applicable to loans effective in a given calendar quarter,
shall be the prime lending rate as determined by the Administrator as of the last
business day of the previous calendar quarter, plus 100 basis points, provided that
such interest rate may be limited in accordance with law during a period of qualifying
military service.
	 
	 	(g)	 	Security. Subject to the extent required under regulations promulgated by the
Secretary of Labor or his delegate, a Plan loan shall be secured by an assignment of
the Eligible Applicant’s right, title and interest in that portion of his Total Account
under the Plan as shall adequately secure the loan, provided such security shall not
exceed one-half of the current value of the Eligible Applicant’s vested Total Account.
The Administrator may also require such additional collateral as may be deemed
necessary to adequately secure repayment of the loan.
	 
	 	(h)	 	Default. The Administrator shall take reasonable steps to secure repayment of
any loan granted hereunder in accordance with its terms; however, when the
Administrator declares a loan to an Eligible Applicant to be in default, the
outstanding balance of the loan, together with unpaid, accrued interest, shall be
deemed a lien against the Total Account maintained on behalf of the Eligible Applicant.
The Administrator shall take such reasonable steps as it shall deem necessary or
appropriate to eliminate the default before causing an offset distribution to be made
with respect to the Eligible Applicant for the purpose of fully amortizing the loan
outstanding; however, should the loan remain in default after these administrative
procedures are taken, the Administrator will consider the entire amount of the loan
outstanding (including all accrued interest to date) as a distribution as of the first
date, on or following the administrative procedures, on which the Eligible Applicant
has a distributable event and will process the Total Account of the Eligible Applicant
accordingly.
	 
	 	(j)	 	Other Terms and Conditions. The Administrator shall fix such other terms and
conditions of the loan as it deems necessary to comply with legal requirements, to
maintain the qualification of the Plan and Trust Fund under Code Section 401(a), to
exempt the loan transaction from the prohibited transaction rules of under Code Section
4975, or to prevent the treatment of the loan for tax purposes as a distribution to the
Eligible Participant. The Administrator may fix other terms and conditions of the
loan, not inconsistent with the provisions of this Article Fourteen.
	 
	 	(k)	 	No Prohibited Transactions. No loan shall be made unless such loan is exempt
from the tax imposed on prohibited transactions by Code Section 4975 or would be exempt
from such tax (if the Eligible Participant were a disqualified person as defined in
Section 4975(e)(2) of the Code) by reason of Code Section 4975(d)(1).




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	7.9	 	Loan Accounts






	 	 	A loan made by the Plan to a Eligible Applicant in accordance with Sections 7.7 and 7.8
shall be from the Total Account maintained on behalf of such Eligible Applicant and from the
investment funds in which such Total Account is invested in such order of priority as the
Administrator, pursuant to a uniform and nondiscriminatory policy, shall direct. Payments
of principal and interest on loans shall be paid over to the Trustee as soon as possible
after each payroll deduction or other repayment and shall be credited to the Total Account
of the Eligible Applicant as of the date the repayments are received by the Trustee. An
Eligible Applicant’s loan repayments will be credited to such individual’s Total Account in
such manner as determined by the Administrator and communicated to Eligible Applicants. The
Administrator shall have the authority to establish other reasonable rules, not inconsistent
with the provisions of the Plan, governing the establishment and maintenance of loan
accounts.




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ARTICLE EIGHT




THE TRUST FUND




	8.1	 	Trust Agreement






	 	 	The Company has entered into a Trust Agreement for the purpose of holding assets of the
Trust Fund. The Trust Agreement provides, among other things, that all funds received by
the Trustee thereunder shall be held, administered, invested and distributed by the Trustee,
and that no part of the corpus or income of the Trust Fund held by the Trustee shall be used
for, or diverted to, purposes other than for the exclusive benefit of Participants or their
Beneficiaries. The Administrator may remove such Trustee or any successor Trustee, and any
Trustee or any successor Trustee may resign. Upon removal or resignation of a Trustee, the
Administrator shall appoint a successor Trustee.






	 	 	The Administrator shall have authority to direct that there shall be more than one Trustee
under the Trust Agreement and to determine the portion of the assets under the Trust
Agreement to be held by each such Trustee. If such action is taken, the Administrator shall
designate the additional Trustee or Trustees, and each Trustee shall hold and invest and
keep records with respect to the portion of such assets held by it.






	8.2	 	Appointment of Independent Accountants






	 	 	The Company may select a firm of independent public accountants to examine and report on the
financial position and the results of the operations of the Trust Fund created under the
Plan, at such times as it deems proper and/or necessary.






	8.3	 	Appointment of Investment Manager






	 	 	The Administrator may select an independent investment manager to invest the 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.






	8.4	 	Role of Administrator in Operation of the Trust Fund






	 	 	The Administrator shall perform such duties relating to the operation of the Trust Fund as
it deems appropriate and shall perform the duties specified in this Section 8.4.






	 	 	The Administrator shall have the following responsibilities:






	 	(a)	 	to appoint and remove Trustees;
	 
	 	(b)	 	to appoint investment and fund managers;




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	 	(c)	 	to allocate the duties and procedures for the Trustee and investment fund
managers;
	 
	 	(d)	 	to select investment funds or other investments to offer under the Plan;
	 
	 	(e)	 	to establish an investment philosophy and goals for each of the investment and
fund managers;
	 
	 	(f)	 	to monitor the Trustee with respect to servicing the Trust Fund in a fiduciary
capacity; and
	 
	 	(g)	 	to monitor the investment and fund managers including, without limitation,
their investment philosophies, goals, and rates of return.






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






	8.5	 	Voting of Erie Indemnity Stock






	 	(a)	 	Each Participant or Beneficiary who has an Employer Account or Safe Harbor
Matching Account maintained under the Plan on his behalf with an investment in the Erie
Indemnity Stock Fund shall have the powers and responsibilities set forth in this
Section 8.5.
	 
	 	(b)	 	Prior to each meeting of the Class A shareholders of the Company during which a
vote of Class A shares is to be taken, the Company shall cause to be sent to each
person described in Section 8.5(a), a copy of the proxy solicitation material for such
meeting, together with a form requesting confidential voting instructions for the
voting of Erie Indemnity Stock held in the Erie Indemnity Stock Fund in proportion to
the number of shares or units of the Erie Indemnity Stock Fund held in such person’s
Employer Account. Upon receipt of such a person’s instructions, the Trustee shall then
vote in person, or by proxy, such Erie Indemnity Stock as so instructed.
	 
	 	(c)	 	Instructions received from the persons described in Section 8.5(a) by the
Trustee regarding the voting of Erie Indemnity Stock held in the Erie Indemnity Stock
Fund shall be held in strictest confidence and shall not be divulged to any other
person, including directors, officers or employees of the Company, or any Affiliate,
except as otherwise required by law.
	 
	 	(d)	 	Except as otherwise set forth in the Trust Agreement, the Trustee shall vote
Erie Indemnity Stock which represents those shares or units of the Erie Indemnity Stock
Fund for which the Trustee does not receive affirmative direction from Participants and
Beneficiaries in the same proportion as the Trustee votes those shares of Erie
Indemnity Stock held in the Erie Indemnity Stock Fund for which it has received voting
instructions.




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ARTICLE NINE




ADMINISTRATION OF THE PLAN




	9.1	 	The Administrator






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






	 	 	Appointment by the Executive Council of the Company shall be evidenced in writing executed
on behalf of the Executive Council. Copies of such writings shall be delivered to the
Trustee and to such other persons as may require such notice.






	9.2	 	Powers of Administrator






	 	 	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 is hereby 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 Article Ten in accordance with any regulations issued under Section 503
of ERISA.
	 
	 	(b)	 	To interpret the Plan.




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	 	(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, the value of the Total Account, or any part thereof, maintained on
behalf of the person and the rights of any person to receive a distribution from the
Plan and the amount of such distribution.
	 
	 	(d)	 	To determine the character and amount of Tax Deferred Contributions, Roth
Elective Deferrals, Tax Deferred Catch-Up Contributions, Roth Catch-Up Contributions
and Safe Harbor Matching Contributions to be made on behalf of any Participant in
accordance with the provisions of the Plan.
	 
	 	(e)	 	To identify the proper payee of any portion of a Total Account, to authorize
the payment of Plan benefits and to direct cessation of benefit payments.
	 
	 	(f)	 	To appoint, employ or engage such other agents, counsel, accountants,
consultants and actuaries as may be required to assist in administering the Plan.
	 
	 	(g)	 	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.
	 
	 	(h)	 	To obtain from the Employers, Employees, Participants, Spouses and
Beneficiaries such information as shall be necessary for the proper administration of
the Plan.
	 
	 	(i)	 	To perform all reporting and disclosure requirements imposed upon the Plan by
ERISA, the Code or any other lawful authority.
	 
	 	(j)	 	To ensure that procedures are established which are sufficient to safeguard the
confidentiality of information relating to the purchase, holding, and sale of Erie
Indemnity Stock held in the Erie Indemnity Stock Fund and the exercise of shareholder
rights with respect to Erie Indemnity Stock held in the Erie Indemnity Stock Fund and
to ensure such procedures are being followed.
	 
	 	(k)	 	To appoint and remove an independent fiduciary for the purpose of carrying out
activities relating to any situations which the Administrator determines involves an
unreasonable potential for undue Employer influence with regard to the direct or
indirect exercise of shareholder rights with respect to Erie Indemnity Stock holdings
in the Erie Indemnity Stock Fund.
	 
	 	(l)	 	To take such steps as it, in its discretion, considers necessary and/or
appropriate to remedy an 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.




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	 	(n)	 	To delegate its powers and duties to others in accordance with Section 9.3.
	 
	 	(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.
	 
	 	(p)	 	To determine if and when Participants and Beneficiaries must be notified of any
temporary suspension, limitation or restriction of their ability to execute various
transactions under the Plan (including any notice required by Section 101(i) of ERISA)
and to determine the content and method of distribution of any such notification.






	 	 	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, any investment manager, and by persons
appointed, employed or engaged under Section 9.2(f) or under the terms of the Trust
Agreement.






	 	 	The Administrator’s interpretations, decisions, computations and determinations under this
Section 9.2 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 a written filing of each
specific claim.






	9.3	 	Delegation of Duties






	 	 	The Administrator may, from time to time, designate any person to carry out any of the
responsibilities of the Administrator. 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.






	9.4	 	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.






	9.5	 	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.





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	9.6	 	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 9.6 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.




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ARTICLE TEN




CLAIMS PROCEDURE




	10.1	 	Claims Review Procedure






	 	 	The Administrator shall be responsible for the claims procedure under the Plan. An
application for a distribution, withdrawal or loan under the Plan shall be considered a
claim for purposes of this Article Ten.






	10.2	 	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; 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
	 
	10.3	 	Review of Denied Claim






	 	(a)	 	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.
	 
	 	(b)	 	The Administrator, within sixty (60) days after the request for review, or in
special circumstances, such as where the Administrator in its sole discretion holds a
hearing, within one hundred twenty (120) days of the request for review, will submit
its decision in writing. Such decision shall take into account all comments,
documents, records and other information properly submitted by the Claimant, whether or
not such information was considered in the original claim determination. The decision
on review will be




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	 	 	 	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 will contain a statement of the
Claimant’s right to bring a civil action under Section 502(a) of ERISA.






	 	(c)	 	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.






	10.4	 	Determination by the Administrator Conclusive
	 
	 	 	The Administrator’s determination of factual matters relating
to Participants, Beneficiaries and alternate payees 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 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
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.







	10.5	 	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 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.






	10.6	 	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





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	 	 	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.






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ARTICLE ELEVEN




MISCELLANEOUS




	11.1	 	Non-Alienation of Benefits






	 	(a)	 	Except as provided in Section 11.1(b) or 11.1(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 11.1(a) shall not apply to the creation, assignment, or recognition of
a right to any benefit payable pursuant to a Qualified Domestic Relations Order. 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 and shall
comply with the provisions of Section 414(p) of the Code. 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 11.1(a), the Plan may offset any
portion of the Total Account maintained on behalf of a Participant or Beneficiary
against a claim of the Plan arising:






	 	(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 and the Department of Labor or Pension Benefit Guaranty
Corporation.






	 	 	The provisions of this Section 11.1(c) shall apply only to orders, judgments, decrees
and settlements issued or entered into which expressly provide for such offset.




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	11.2	 	Risk to Participants and Source of Payments
	 
	 	 	Each Participant assumes all risk in connection with any decrease in the value of any
investment fund in the Trust Fund, and the Trust Fund shall be the sole source of any
payments to be made to Participants or their Beneficiaries as a result of any right
specifically granted under the terms of the Plan.
	 
	11.3	 	Expenses
	 
	 	 	Subject to any restriction applicable under Section 5.4(a), brokerage fees, transfer taxes
and other expenses incurred by the Trustee in connection with the purchase or sale of
securities may be added to the cost of such securities or deducted from the proceeds
thereof, as the case may be. Earnings credited to accounts invested in mutual funds shall
be net of direct fund management expenses. Pursuant to a uniform and nondiscriminatory
policy adopted by the Administrator in its discretion and communicated to eligible
Participants and Beneficiaries, fees and other expenses associated with specific voluntary
Plan transactions may be assessed directly against the Total Account maintained on behalf of
the Participant or Beneficiary participating in such transaction.
	 
	 	 	All other costs and expenses incurred in administering the Plan shall be paid by the Company
or an Employer, unless the Administrator authorizes the payment of such expenses from the
Trust Fund.
	 
	11.4	 	Rights of Participants
	 
	 	 	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
or Participant. 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 benefit
unless such right is specifically granted under the terms of the Plan.
	 
	 	 	The 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 created in accordance with the terms
of the Plan.
	 
	11.5	 	Statement of Accounts
	 
	 	 	As soon as practicable after the last day of March, June, September and December, or such
other time or times as the Administrator shall designate, the Administrator shall cause to
be sent to each current or former Participant a written statement of his account.




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	11.6	 	Designation of Beneficiary






	 	(a)	 	Each Participant shall file with the Administrator, on such form as may be
provided by the Administrator, a written designation of a Beneficiary or Beneficiaries
who shall receive payment of the Participant’s interest under the Plan in the event of
his death. If the Participant is married, the Participant’s Beneficiary must be his
Spouse (in accordance with Code Section 401(a)(11)(B)(iii)) unless Spousal Consent
requirements are satisfied. In the event a Participant dies and there is no properly
designated Beneficiary then living, the interest of the Participant under the Plan
shall be paid in a lump sum to his surviving Spouse, or, if there is no surviving
Spouse, to his estate or other successor, all as the Administrator may determine.
	 
	 	(b)	 	A Beneficiary entitled to a payment of all or a portion of a Participant’s
Total Account due to the death of the Participant may disclaim his interest therein
subject to the following requirements. To be eligible to disclaim, a Beneficiary must
be a natural person, must not have received a distribution of all or any portion of
said Total Account at the time such disclaimer is executed and delivered, and must have
attained at least age twenty-one (21) years as of the date of the Participant’s death.
Any disclaimer must be in writing and must be executed personally by the Beneficiary
before a notary public. A disclaimer shall state that the Beneficiary’s entire
interest is disclaimed or shall specify what portion thereof is disclaimed. To be
effective, an original executed copy of the disclaimer must be both executed and
actually delivered to the Administrator after the date of the Participant’s death but
not later than one hundred eighty (180) days after the date of the Participant’s death.
A disclaimer shall be irrevocable when delivered to the Administrator. A disclaimer
shall be considered to be delivered to the Administrator only when actually received by
the Administrator. The Administrator shall be the sole judge of the content,
interpretation and validity of a purported disclaimer. Upon the filing of a valid
disclaimer, the Beneficiary shall be considered not to have survived the Participant as
to the interest disclaimed. A disclaimer by a Beneficiary shall not be considered to
be a transfer of an interest or an assignment or alienation of benefits in violation of
Section 11.1 hereof. No other form of attempted disclaimer shall be recognized by the
Administrator.






	11.7	 	Payment to Incompetents
	 
	 	 	If any person entitled to receive any benefits hereunder is a minor, or is in the judgment
of the Administrator, legally, physically, or mentally incapable of personally receiving and
receipting for any distribution, the Administrator may instruct the Trustee to make
distribution to such other person, persons or institutions who, in the judgment of the
Administrator, are then maintaining or have custody of such distributee. As a condition to
the issuance of such instruction for the distribution to such other person or institution,
the Administrator may require such person or institution to exhibit or to secure an order,
decree or judgment of a court of competent jurisdiction with respect to the incapacity of
the person who would otherwise be entitled to receive the benefits.
	 




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	11.8	 	Authority to Determine Payee
	 
	 	 	The determination of the Administrator as to the identity of the proper payee of any benefit
under the Plan and the amount of such benefit properly payable shall be conclusive, and
payment in accordance with such determination shall constitute a complete discharge of all
obligations on account of such benefit.
	 
	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, periods of service and Compensation unless
shown beyond a reasonable doubt to be incorrect.
	 
	11.11	 	Limitation on Contributions






	 	(a)	 	In no event shall the total annual additions on behalf of a Participant under
this Plan and under any other defined contribution plan or plans maintained by the
Employer with respect to any limitation year exceed the lesser of $40,000 (or such
dollar figure, as increased in accordance with Section 415(d) of the Code for years up
to and including the given limitation year) or 100% of the Test Compensation, paid to
the Participant by an Employer within such limitation year. All amounts contributed to
any defined contribution plan maintained by an Employer or an Affiliate (taking into
account Section 415(h) of the Code) other than any rollover contribution and any salary
reduction contribution to a simplified employee pension shall be aggregated with
contributions made by an Employer under this Plan in computing any Employee’s total
annual additions limitation. For purposes hereof, the limitation year shall be the
calendar year.
	 
	 	 	 	For purposes of this section, “total annual additions” for any limitation year shall
mean the sum of the following:






	 	(i)	 	Employer contributions under this Plan and under any other defined
contribution plan maintained by an Employer or Affiliate;
	 
	 	(ii)	 	Reallocated forfeitures under any defined contribution plan
maintained by an Employer or Affiliate;
	 
	 	(iii)	 	After-tax contributions under any other defined contribution plan
maintained by an Employer or Affiliate; and
	 
	 	(iv)	 	Amounts allocated to an individual medical account, as defined in
Section 415(1)(2) of the Code, as part of a pension or annuity plan and amounts




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	 	 	 	derived from contributions paid or accrued which are attributable to
post-retirement medical benefits described in Section 419A(d) of the Code, under a
welfare benefit fund (as defined in Section 419(e) of the Code) maintained by an
Employer or Affiliate.






	 	 	 	Catch-Up Contributions under Section 3.3, make-up contributions on account of
qualified military service under Section 414(u) of the Code and loan repayments under
Section 7.8 shall not be recognized as annual additions for purposes of this section.
	 
	 	(b)	 	In the event that a Participant’s total annual additions for any limitation
year exceed the limitations of Section 11.11(a) because of a reasonable error in
estimating the Participant’s Compensation, a reasonable error in determining the amount
of Elective Deferrals that a Participant may make within the limitations of paragraph
(a) above or due to such other facts and circumstances as the Commissioner of Internal
Revenue finds justifiable, the excess amount shall be eliminated and/or the error
corrected in a manner prescribed under the IRS Employee Plans Compliance Resolution
System.
	 
	 	(c)	 	Notwithstanding anything herein to the contrary, in no event shall Test
Compensation, for purposes of this Section 11.11, include severance pay. However, the
following types of remuneration, if includible for purposes of Test Compensation as
described in paragraph (a) above, shall be taken into account only if paid by the later
of the date that is 2-1/2 months after the date of severance from employment with an
Employer or the end of the limitation year that includes the date of severance from
employment with the Employer, if the amounts would have been included in compensation
had they been paid before the severance from employment date:






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






	 	(d)	 	The sole purpose of this Section is to comply with the formal requirements of
Section 415(c) of the Code and the terms of this Section shall be interpreted, applied
and if and to




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	 	 	 	the extent necessary, shall be deemed modified so as to satisfy solely
the minimum requirements of Section 415(c) of the Code and the regulations promulgated
with respect thereto.






	11.12	 	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 (as hereinafter defined) 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 43 of Title 38, United States
Code) by an individual if he 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 he has
reemployment rights under USERRA, and the individual reports for said reemployment
within the time frame required by USERRA, the following provisions apply:






	 	(i)	 	The Employee may elect to have “make up” Elective Deferrals made
on his behalf following his period of qualified military service to the extent
he could have made Elective Deferrals had he remained a Covered Employee under
the Plan during his qualified military service. To the extent such “make up”
Elective Deferrals are made by the Employee within such period as provided by
law, such contributions shall be matched under this Plan according to the same
conditions and at the same rate as the Elective Deferrals would have been
matched had they actually been made during the period of qualified military
service.
	 
	 	(ii)	 	The period of qualified military service shall be recognized for
purposes of determining Years of Eligibility Service under the Plan to the same
extent it would have been had the Employee remained continuously employed with
the Company or an Affiliate rather than leaving active employment to go into
qualified military service.
	 
	 	(iii)	 	Compensation and Test Compensation shall be determined for the
individual during the period of qualified military service. The amount of
Compensation and Test Compensation shall be determined by the Company consistent
with the requirements of the USERRA, and shall reflect the Company’s best
estimate of
the earnings the individual would have received but for the qualified military
service.




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	 	(iv)	 	Notwithstanding the foregoing, investment earnings or losses
applicable to any contributions hereunder shall be credited only with respect to
periods following the actual deposit of such contributions.






	 	(d)	 	The Plan shall comply with the provisions of the Heroes Earnings Assistance and
Relief Tax Act of 2008 (the “HEART Act”), which amended certain provisions of USERRA.






	 	(i)	 	If a Participant dies while performing qualified military service
and such death occurs on or after January 1, 2007, the Participant’s Beneficiary
shall receive the same benefits 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.
	 
	 	(ii)	 	A Participant performing qualified military service on or after
March 1, 2009 for a period of at least 30 days and who has not incurred a
severance from employment may elect to withdraw in cash all or a portion of his
Tax Deferred Account. Such a Participant shall be suspended from making
Elective Deferrals to the Plan until the first day of the pay period occurring
six full months after the effective date of the withdrawal.
	 
	 	(iii)	 	Effective March 1, 2011, a Participant who is called to
qualified military service for a period in excess of 179 days, or for an
indefinite period, and who has not incurred a severance from employment, may
elect to withdraw in cash all or a portion of his Tax Deferred Account.
	 
	 	(iv)	 	A withdrawal under this Section 11.12(d) must be effective during
a Participant’s period of qualified military service and before the Participant
has otherwise incurred a severance from employment with the Employer and
Affiliates.
	 
	 	(v)	 	The provisions of Sections 7.6(c) through 7.6(f) shall apply to
the withdrawals under this Section 11.12(d), substituting “Participant” for
“Eligible Applicant” thereunder.






	 	(e)	 	The foregoing provisions are intended to provide the benefits required by
USERRA and the HEART Act, and are not intended to provide any other benefits. This
Section shall be construed consistent with said intent.




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ARTICLE TWELVE




AMENDMENT, TERMINATION OR MERGER OF THE PLAN




	12.1	 	Right to Amend
	 
	 	 	The Company reserves the right at any time or times to modify or amend the Plan; provided,
however, that no such modification or amendment shall be made which would:






	 	(a)	 	increase the duties or liabilities of the Trustee without its written consent;
or
	 
	 	(b)	 	impermissibly divest a Participant of any portion of his Total Account
hereunder that has accrued to him prior to the effective date of such amendment; or
	 
	 	(c)	 	cause or permit any portion of the Trust Fund to be converted to or become the
property of the Company; or
	 
	 	(d)	 	cause any portion of the Trust Fund to be used for purposes other than the
exclusive benefit of the Participants or their Beneficiaries;






	 	 	unless such modification or amendment is necessary or appropriate to enable the Plan or
Trust Fund to qualify under Section 401 of the Code, as amended from time to time, or to
retain for the Plan or Trust Fund such qualified status.
	 
	 	 	Any such modification or amendment to 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 to 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	 	Right to Terminate






	 	(a)	 	Although it is the expectation of the Company that it will continue the Plan as
a permanent retirement program for the benefit of the Employees eligible hereunder, the
Company reserves the right at any time, by action of its Board, at its sole discretion,
to terminate the Plan in whole or in part. There shall be no liability or obligation
on the part of an Employer to make any further contributions to the Trust Fund in the
event of the termination of the Plan.
	 
	 	(b)	 	Notwithstanding anything to the contrary contained herein, Trustee’s fees and
other expenses incident to the operation and management of the Plan incurred after the




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	 	 	 	termination of the Plan may, at the discretion of the Company, be paid from assets of
the Trust Fund that are not part of any Participant’s Total Account.
	 
	 	(c)	 	In the event of the termination of the Plan in whole or in part or in the event
of the complete discontinuance of Employer contributions under the Plan, each affected
Participant’s interest in the Trust Fund shall become 100% vested and shall be
nonforfeitable.






	12.3	 	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 requirements
of Code Sections 411(d)(6). 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 benefit equal to or greater than the benefit he would have been entitled
to receive if this Plan had terminated immediately prior to the merger, consolidation or
transfer.




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ARTICLE THIRTEEN




TOP HEAVY PROVISIONS




	13.1	 	Top Heavy Provisions Inapplicable
	 
	 	 	The Plan is a cash or deferred arrangement described in Section 416(g)(4)(H) of the Code
and, as a result, is deemed to not be a top heavy plan.




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	 	 	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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