EXHIBIT 10.8 - FIRST AMENDMENT TO
ERIE INSURANCE GROUP EMPLOYEE SAVINGS PLAN
(As Amended And Restated Effective as of January 1, 2001)
WHEREAS, Erie Indemnity Company (the "Company") maintains the Erie Insurance
Group Employee Savings Plan (the "Plan") under an amendment and restatement
effective as of January 1, 2001;
WHEREAS, the Plan provides that the Company may amend the Plan; and
WHEREAS, the Company wishes to amend the Plan as hereinafter set forth. The
purpose of this Amendment is to make changes in connection with recent
legislative and regulatory changes affecting tax-qualified plans. The provisions
of this Amendment shall be effective as of the dates stated herein. Words and
phrases used herein with initial capital letters which are defined in the Plan
are used herein as defined.
NOW THEREFORE, the Company hereby amends the Plan as follows:
1. Effective January 1, 2002, the following provisions shall be added to the
end of the first paragraph of Section 6.3(c) of the Plan:
"With respect to distribution under the Plan made in calendar years
beginning on or after January 1, 2002, the Plan will apply the minimum
distribution requirements of Section 401(a)(9) of the Code in accordance
with the regulations under Section 401(a)(9) that were proposed in January
2001, notwithstanding any provisions of the Plan to the contrary. This
amendment will continue in effect until the end of the last calendar year
beginning before the effective date of final regulations under Section
401(a)(9) of the Code or such other date specified in guidance published
by the Internal Revenue Service."
2. Effective January 1, 2002, Sections 10.1, 10.2 and 10.3 of the Plan shall
be deleted in their entirety and the following shall be inserted in lieu
thereof:
"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.
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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; on and after January 1, 2002,
a statement of the Claimant's right to bring a civil action under
Section 502(a) of ERISA; and an explanation of the Plan's claims
review procedure, including the time limits applicable to such
procedure. If the notice of denial is not furnished within the
required time period specified above, the claim shall be deemed to
be denied and the Claimant shall be permitted to proceed to the
review stage described in Section 10.3.
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 sixty (60) days after the date on which the claim
is deemed denied under Section 10.2), 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 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
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that the Claimant may review, upon request and free of charge,
all documents, records or other information relevant to the
claim and on and after January 1, 2002, will contain a
statement of the Claimant's right to bring a civil action
under Section 502(a) of ERISA. If no decision is made within
the time period specified above, the claim shall be deemed to
be denied on review.
(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."
3. Effective January 1, 2001, a new section shall be added to Article Eleven
of the Plan and such new section shall read as follows:
"8.15 Provision for Community Renewal Tax Relief Act of 2000
For Plan Years and limitation years ending on and after January 1,
2001, the definition of "Test Compensation" shall include elective
amounts that are not includable in the gross income of the Employee
by reason of Section 132(f)(4) of the Code."
4. Effective January 1, 2002, Section 14.2(c) of the Plan shall be deleted in
its entirety and the following shall be inserted in lieu thereof:
"(c) Length of Loan. The Eligible Applicant and the Administrator
shall arrange for the repayment of a Plan loan. The period of
repayment shall not exceed five years from the date the loan
is made. All repayment schedules (whether by payroll
withholding or otherwise) shall commence as of the next
administratively feasible pay period following the
disbursement of the loan
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and shall provide for substantially level amortization of
principal and interest.
An Eligible Applicant on a leave of absence shall be permitted
to extend the term of the loan by the length of the absence;
provided, however, that except with respect to a leave of
absence on account of military service, the term of the loan,
as extended, shall not exceed five years from the date the
loan is made. An Eligible Applicant 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 calender quarter in
which the payment was not made."
Executed at Erie, Pennsylvania, this 10th day of December, 2001.
ERIE INDEMNITY COMPANY
By: /s/ Stephen A. Milne
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Stephen A. Milne
President and CEO
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