EXHIBIT 10.2
SUPPLEMENTAL RETIREMENT PLAN FOR CERTAIN MEMBERS OF THE
ERIE INSURANCE GROUP RETIREMENT PLAN FOR EMPLOYEES
(Amended and Restated as of December 31, 1995)
The following are the provisions of the SUPPLEMENTAL RETIREMENT PLAN FOR
CERTAIN MEMBERS OF THE ERIE INSURANCE GROUP RETIREMENT PLAN FOR EMPLOYEES
(hereinafter referred to as the "Supplemental Plan") which was established
effective as of December 31, 1986 by the ERIE INDEMNITY COMPANY (hereinafter
referred to as the "Company") to provide for the payment of certain pension and
pension-related benefits to certain employees of the Company and affiliated
companies who are Participants under the ERIE INSURANCE GROUP RETIREMENT PLAN
FOR EMPLOYEES (hereinafter referred to as the "Basic Plan"). The Company intends
and desires by its adoption of the original Supplemental Plan and by its
adoption of the amendments reflected herein, to recognize the value to the
Company and affiliated companies of the past and present services of employees
covered by the Supplemental Plan, to encourage their continued service to the
Company and affiliated companies and to be able to attract and retain superior
management personnel by making more adequate provision for their future
retirement security than the Basic Plan provides.
This document is intended to constitute a complete restatement of the
Supplemental Plan and is effective December 31. 1995.
SECTION 1 - INCORPORATION OF THE QUALIFIED PLAN
1.1 The Basic Plan with any amendments thereto in effect as of December 31,
1995, shall be attached hereto as Exhibit I and is hereby incorporated by
reference into and shall be a part of this Supplemental Plan as fully as
if set forth herein verbatim. Any amendment
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made to the Basic Plan shall also be incorporated by reference into, and
form a part of this Supplemental Plan effective as of the effective date
of such amendment. The Basic Plan, whenever referred to in this
Supplemental Plan, shall mean the Basic Plan existing as of the date the
relevant determination is being made under this Supplemental Plan. To the
extent the provisions of the Basic Plan, as applicable to the Supplemental
Plan Benefits of Participants hereunder and all persons claiming by or
through such Participants, are inconsistent with the provisions of this
Supplemental Plan, the provisions of this Supplemental Plan shall govern.
Notwithstanding any provision of this Supplemental Plan to the contrary,
in no event shall the Supplemental Plan Benefits accrued and payable
hereunder be paid from the Trust Fund under the Basic Plan or have any
effect whatsoever upon the Basic Plan or the payment of benefits from the
Trust Fund under the Basic Plan. Words and phrases with initial capital
letters which are used in the Basic Plan and in this Supplemental Plan
shall have the meanings assigned to them under the provisions of the Basic
Plan unless otherwise specified herein or as otherwise qualified by the
context in which the term is used in this Supplemental Plan.
1.2 Without limiting the generality of Section 1.1, the following terms shall
be given the meanings described in this Section 1.2:
(a) "Actuarial Equivalent" shall mean a benefit of equivalent value to
the benefit otherwise described as determined on the basis of the
actuarial assumptions specified under the Basic Plan as of the date
of determination.
(b) "Administrator" shall mean the Pension Administrator named by the
Board of Directors of the Company under the Basic Plan.
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(c) "Basic Plan" shall mean the Erie Insurance Group Retirement Plan for
Employees, as in effect as of the date the relevant determination is
being made under this Supplemental Plan.
(d) "Executive Service" shall mean employment with an Employer as both a
Covered Employee and a Senior Vice President or higher-ranking
executive.
(e) "Participant" shall mean a Covered Employee who has become a
Participant in accordance with Section 3. Participant shall also
include a former Covered Employee who had met the foregoing criteria
as an Employee and who is, at the time of determination, receiving a
benefit (or entitled to receive a benefit) payable from the Company
pursuant to the terms of this Supplemental Plan.
(f) "Restoration Benefit" shall mean the benefit provided under Section
42.
(g) "Supplemental Plan" shall mean this Supplemental Retirement Plan for
Certain Members of the Erie Insurance Group Retirement Plan for
Employees, including any amendments hereto.
(h) "Supplemental Plan Benefits" shall mean, to the extend applicable to
any given Participant, the Restoration Benefit and the Supplemental
Retirement Income Benefit.
(i) "Supplemental Retirement Income Benefit" shall mean the benefit
provided under Section 4 I.
(j) "Years of Executive Service" shall mean each consecutive
twelve-month period during which a Covered Employee has been
employed in Executive Service, including leaves of absence.
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1.3 Any terms used in this Supplemental Plan 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.
SECTION 2 - ADMINISTRATION
2.1 The Administrator shall be charged with the administration of the
Supplemental Plan. The Administrator shall have all such powers as may be
necessary to discharge its duties relative to the administration of the
Supplemental Plan, including by way of illustration and not limitation,
discretionary authority to interpret and construe the Supplemental Plan,
to determine and decide all questions of fact, and all disputes arising
under the Supplemental Plan including, but not limited to, the eligibility
of any employee to participate hereunder, the validity of any election as
may be necessary or appropriate hereunder and the right of any
Participant, surviving spouse or Beneficiary to benefits payable
hereunder. The Administrator shall have all power necessary to adopt,
alter and repeal such administrative rules, regulations and practices
governing the operation of the Supplemental Plan as it, in its sole
discretion, may from time to time deem advisable. The Administrator shall
not be liable to any person for any action taken or omitted in connection
with the interpretation and administration of the Supplemental Plan unless
attributable to willful misconduct. The Administrator shall be entitled to
conclusively rely upon all tables, valuations, certificates, opinions and
reports furnished by any actuary, accountant, controller, counsel or other
person employed or engaged by the Company with respect to the Supplemental
Plan. Any individual serving as Administrator shall not participate in any
action or determination regarding solely his own benefits payable
hereunder. Except as provided in Section 2.3, decisions of the
Administrator made in good faith shall be final, conclusive and binding
upon all parties.
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2.2 Whenever the Administrator denies, in whole or in part, a claim for
benefits filed by any person (hereinafter referred to as a "Claimant"),
the Administrator shall transmit a written notice setting forth (i) the
specific reasons for the denial of the claim, (ii) references to the
specific provisions of the Supplemental Plan on which the denial is based,
(iii) a description of any additional needed material or information and
why such material or information is necessary, and (iv) further steps
which the Claimant can take in order to have his claim reviewed (including
a statement that the Claimant or his duly authorized representative may
review the Supplemental Plan document and submit issues and comments
regarding the claim to the Administrator). In addition, the written notice
shall contain the date on which the notice was sent and a statement
advising the Claimant that within ninety (90) days of the date on which
such notice is received, he may request a review of the Administrator's
decision.
2.3 Within ninety (90) days of the date on which the notice of denial of claim
is received by the Claimant, the Claimant or his authorized representative
may request that the claim denial be reviewed by filing with the
Administrator a written request therefor, which request shall contain the
following information:
(a) the date on which the notice of denial of claim was received by the
Claimant;
(b) the date on which the Claimant's request was filed with the
Administrator; provided, however, that the date on which the
Claimant's request for review was fact filed with the Administrator
shall control in the event that the date of the actual filing is
later than the date stated by the Claimant pursuant to this clause
b);
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(c) the specific portions of the denial of his claim which the Claimant
requests the Administrator to review;
(d) a statement by the Claimant setting forth the basis upon which he
believes the Administrator should reverse its previous denial of his
claim for benefits and accept his claim as made;
(e) whether the Claimant desires a hearing on the claim; and
(f) any written material (included as exhibits) which the Claimant
desires the Administrator to examine in its consideration of his
position as stated pursuant to clause (d).
If the Claimant has requested a hearing on the claim, such hearing shall
be held within thirty (30) days after the date determined pursuant to clause (b)
hereof. Within sixty (60) days of the date determined pursuant to clause (b)
hereof (or, if special circumstances or the request for a hearing require an
extension of time, within ninety (90) days of such date), the Administrator
shall conduct a full and fair review of the decision denying the Claimant's
claim for benefits and shall deliver its decision to the Claimant in writing.
Such written decision shall set forth the specific reasons for the decision,
including references to the specific provisions of this Supplemental Plan which
were relied upon. The decision will be final and binding on all persons
concerned.
SECTION 3 - ELIGIBILITY AND PARTICIPATION
3.1 A Covered Employee may participate in the Supplemental Plan only as
provided under Sections 3.2 and 3.3 and only if such Covered Employee may
be considered management or highly compensated.
3.2 Any Covered Employee who was considered an eligible Employee under the
Supplemental Plan as of December 30, 1995 and any former Covered Employee
who is
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receiving a benefit (or entitled to receive a benefit) from the
Supplemental Plan shall be considered Participants as of December 31,
1995. Effective on and after December 31, 1995, any Covered Employee who
enters Executive Service shall become a Participant in this Supplemental
Plan (if not already a Participant under Section 3.3) as of the January 1
of the calendar year next following the calendar year in which the
Employee enters Executive Service. A Covered Employee who satisfies the
foregoing criteria of this Section 3.2 shall participate in the
Supplemental Retirement Income Benefit provisions of this Supplemental
Plan. The Administrator shall be responsible for identifying those Covered
Employees who satisfy the criteria of this Section 3.2 and the time at
which such criteria are satisfied. Notwithstanding the foregoing, a
Participant (or his surviving spouse or Beneficiary) may become eligible
for a Supplemental Retirement Income Benefit only in the event that:
(a) such Participant is vested under the Basic Plan:
(b) such Participant (or his surviving spouse or Beneficiary) is
entitled to receive a benefit under the Basic Plan.
(c) prior to his termination of employment with all Employers. such
Participant has become vested in the Supplemental Retirement Income
Benefit pursuant to the following schedule:
Years of Executive Service Vested Percentage
-------------------------- -----------------
Less than 1 0%
1 but less than 2 20%
2 but less than 3 40%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
provided, however, that in the event a Participant has satisfied,
prior to January 1,
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1996, all criteria for a normal retirement pension, early retirement
pension or disability retirement pension under the terms of the
Basic Plan, such Participant shall be treated as being 100 % vested
under the above schedule; and
(d) such Participant's termination of employment with all Employers is
either:
(i) also a termination from Executive Service; or
(ii) a termination occurring within twelve months after the
Participant transfers from, or otherwise leaves, Executive
Service.
3.3 Effective for periods on and after January 1, 1996, any Covered Employee
whose benefit under the Basic Plan is limited on account of restrictions
imposed for any year by Sections 401(a)(17) and/or 415 of the Code shall
become a Participant in this Supplemental Plan (if not already a
Participant under Section 3.2) as of the later of the December 31 of the
Plan Year in which his Basic Plan benefit is first so limited or January
1, 1996. Notwithstanding his status as a Participant or non-Participant
under Section 3.2, a Covered Employee who satisfies the foregoing criteria
of this Section 3.3 shall participate in the Restoration Benefit
provisions of this Supplemental Plan. The Administrator shall be
responsible for identifying those Covered Employees whose Basic Plan
benefits are limited in accordance with the foregoing, the time at which
such limitations may first apply to said Employees and the extent to which
such limitations do apply. Notwithstanding the foregoing. a Participant
(or his surviving spouse or Beneficiary) may become eligible for a
Restoration Benefit only in the event that:
(a) such Participant (or his surviving spouse or Beneficiary) is
entitled to receive a benefit under the Basic Plan;
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(b) payment of such Basic Plan benefit is restricted by the application
of Section 401 (a)(l7) and/or Section 415 of the Code; and
(c) such individual is not entitled to a Supplemental Retirement Income
Benefit hereunder.
SECTION 4 - AMOUNT OF SUPPLEMENTAL PLAN BENEFITS
4.1 The monthly Supplemental Retirement Income Benefit determined with respect
to a Participant who satisfies the provisions of Section 3.2 hereof, and
which is paid in accordance with Section 5, shall be the Actuarial
Equivalent of the product of (i) the excess, if any, of (a) over (b)
below, and (ii) the percentage determined under (c) below, where:
(a) equals the monthly benefit which would have been payable to such
Participant, or on his behalf, to his surviving spouse or other
Beneficiary or Beneficiaries under the Basic Plan assuming for this
purpose that the following modifications were a part of the Basic
Plan:
(i) "Compensation" shall be as defined in the Basic Plan provided
that
(A) all otherwise current compensation which is deferred at
the Participant's election under any qualified or
nonqualified deferred compensation plan or annuity
arrangement shall be includable in "Compensation"; and
(B) "Compensation" (as defined in accordance with the
foregoing) shall be determined without regard to the
annual limitation on compensation set forth in action
401(a)( 17) of the Code;
(ii) "Final Average Earnings" shall be equal to 1/24th of the
aggregate compensation received by the Participant during the
twenty-four
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consecutive calendar months as a Covered Employee which
produces the greatest aggregate Compensation out of the one
hundred twenty calendar month period ending on the earlier of
the date on which the Participant retires or terminates
employment with all Employers or the date on which the
Participant is no longer considered a Covered Employee;
(iii) the monthly benefit under the Basic Plan shall be equal to 60
% of Final Average Earnings, reduced proportionately if the
Participant's years of Credited Service are less than 30 years
or 25 years, whichever limitation applied to the Participant
under the provisions of Section 6.1 of the Basic Plan as in
effect on December 30, 1989; and
(iv) the monthly benefit under the Basic Plan is accrued in the
normal form of ten-year certain and life thereafter annuity.
(b) equals the aggregate of monthly benefits payable to such
Participant, or on his behalf, to his surviving spouse or other
Beneficiary or Beneficiaries under the Basic Plan and under any
other qualified or nonqualified (funded or unfunded) defined benefit
retirement plan sponsored by an Employer; provided, however, that
for purposes of this offset, such monthly benefits which are payable
in a form other than that of a ten-year certain and life thereafter
annuity shall be converted to a monthly benefit which is the
Actuarial Equivalent of a ten-year certain and life thereafter
annuity.
(c) equals the Participant's vested percentage determined in accordance
with Section 3.2(c) hereof.
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4.2 The monthly Restoration Benefit determined with respect to a Participant
who satisfies the provisions of Section 3.3 hereof, and which is paid in
accordance with Section 5, shall be the Actuarial Equivalent of the
excess, if any, of (a) over (b), where:
(a) equals the monthly benefit which would have been payable under the
form of a single life annuity to such Participant, or on his behalf,
to his surviving spouse or other Beneficiary or Beneficiaries under
the Basic Plan, if the provisions of the Basic Plan were
administered without regard to the annual limitation on compensation
set forth in Section 401(a)(17) of the Code and without regard to
the limitations on benefits set forth in Sections 4l5(b) and (e) of
the Code; and
(b) equals the monthly benefit which is payable under the form of a
single life annuity to such Participant, or on his behalf, to his
surviving spouse or other beneficiary or Beneficiaries under the
Basic Plan.
The Restoration Benefits payable under the Supplemental Plan to, or on
behalf of, Participant shall be computed in accordance with the foregoing
and with the objective that the Participant, his surviving spouse or other
Beneficiary or Beneficiaries, should receive under the Supplemental Plan
and the Basic Plan, the total amount which would otherwise have been
payable to that recipient solely under the Basic Plan, as of the date
payment is made, had the provisions of Section 401(a)(17) and Section 415
of the Code not been applicable thereto:
4.3 Notwithstanding any provision of this Supplemental Plan to the contrary,
the Supplemental Plan Benefits provided under Sections 4.1 and 4.2 shall
be determined and coordinated by the Administrator so as to prevent any
duplication of Supplemental Plan Benefits or duplication of benefits
provided by any other plan or program sponsored by
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an Employer which is intended to supplement the Basic Plan or any
individual agreement between the Participant and an Employer providing for
retirement benefits. For purposes of this Section 4.3, any benefits
provided under individual deferred compensation contracts and annuities or
the Erie Insurance Group Supplemental 401(k) Plan are not intended to
supplement the Basic Plan.
4.4 Unless otherwise specifically provided in this Supplemental Plan, a
Participant who retired or terminated employment under the provisions of
the Supplemental Plan as in effect prior to December 31, 1995, and who is
not thereafter rehired, shall continue to receive, or be eligible to
receive, benefits under this Supplemental Plan in accordance with the
provisions of the Supplemental Plan document as in effect prior to
December 31, 1995.
SECTION 5 - COMMENCEMENT AND FORM OF
SUPPLEMENTAL PLAN BENEFITS
Subject to the following provisions of this Section 5, the Supplemental
Plan benefits hereunder shall become payable to a Participant, surviving
spouse or Beneficiary as of the date upon which such Participant, spouse
or Beneficiary first begins to receive retirement (or survivor) benefit
payments under the Basic Plan and shall be subject to the same eligibility
conditions and reductions for early commencement as are applied to the
corresponding benefits under the Basic Plan. Such Supplemental Plan
Benefits shall be payable in the form of payment under which Basic Plan
benefits are made to such Participant, spouse or Beneficiary; provided
however, that in the event a surviving spouse or Beneficiary is entitled
to receive Supplemental Plan Benefits as a result of the death of a
Participant, the Administrator may, in its discretion, pay such benefit in
the form of a lump sum.
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Each form of payment provided hereunder shall be the Actuarial Equivalent
of the Participant's Supplemental Plan Benefits determined under the
normal form of a ten-year certain and life thereafter annuity
(Supplemental Retirement Income benefit) or a single life annuity
(Restoration Benefit).
SECTION 6 - AMENDMENT AND DISCONTINUANCE
The Company expects to continue the Supplemental Plan indefinitely, but
reserves the right to amend or discontinue the Supplemental Plan at any
time, if, in its sole judgment, such amendment or discontinuance is
necessary or desirable. Any such amendment or discontinuance shall be made
pursuant to a resolution of the Board of Directors of the Company and
shall be effective as of the date specified in such resolution. No
amendment or discontinuance of the Supplemental Plan shall directly or
indirectly deprive any Participant, surviving spouse or Beneficiary of all
or any portion of the Supplemental Plan Benefits earned by the Participant
as of the date of amendment or discontinuance (based upon the
Participant's age, compensation and service as of the date of such
amendment or discontinuance). In the event of a discontinuance of the
Supplemental Plan, the Company (or any transferee, or successor entity of
the Company) shall be obligated to pay benefits to Participants, surviving
spouses and Beneficiaries at such time or times and in such forms as
provided under the terms of the Supplemental Plan.
SECTION 7 - MISCELLANEOUS
7.1 No Effect on Employment Rights. Nothing contained herein shall be
construed as creating any contract of employment between any Employer or
Affiliate and any Participant nor shall any provision hereof confer upon
any Participant the right to be
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retained in the service of any Employer or Affiliate nor limit the right
of any Employer or Affiliate to discharge or otherwise deal with
Participants without regard to the existence of the Supplemental Plan.
7.2 Plan Unfunded. Notwithstanding any provision herein to the contrary, this
Supplemental Plan is intended to constitute an unfunded plan described in
Section 201(2) of ERISA and the benefits offered hereunder shall
constitute nothing more than an unfunded, unsecured promise by the Company
to pay benefits determined hereunder which are accrued by Participants
while such Participants are employed by the Company or other Employers
Prior to commencement of Supplemental Plan Benefits to a Participant,
surviving spouse or Beneficiary in accordance with the terms hereof, no
provision shall be made with respect to segregating any assets of an
Employer for payment of any benefits hereunder. To the extent any benefits
provided under this Supplemental Plan are actually paid from a source
other than the Company, neither the Company nor any other Employer shall
have any further obligation therefor, but to the extent not so paid, such
benefits shall remain the obligations of, and shall be paid by, the
Company. No Participant, surviving spouse, Beneficiary or any other person
shall have any interest in any particular assets of the Company or an
Affiliate by reason of the right to receive a benefit under the
Supplemental Plan and any such Participant, surviving spouse, Beneficiary
or other person shall have only the rights of a general unsecured creditor
of the Company with respect to any rights under the Supplemental Plan.
Nothing contained in the Supplemental Plan shall constitute a guaranty by
the Company, any Affiliate, or any other entity or person that the assets
of the Company will be sufficient to pay any benefit
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hereunder. All expenses and fees incurred in the administration of the
Supplemental Plan shall be paid by the Employers.
7.3 Binding on Company, Participants and their Successors. The Supplemental
Plan shall be binding upon and inure to the benefit of the Employers,
their successors and assigns and Participants and their heirs, executors,
administrators and legal representatives. In the event of the merger or
consolidation of the Company with or into any other corporation, or in the
event substantially all of the assets of the Company shall be transferred
to another corporation, the successor corporation resulting from the
merger or consolidation, or the transferee of such assets, as the case may
be, shall, as a condition to the consummation of the merger, consolidation
or transfer, assume the obligations of the Company hereunder and shall be
substituted for the Company hereunder.
7.4 Spendthrift Provisions. The interest of a Participant or his Surviving
spouse or Beneficiary under the Supplemental Plan shall not be subject in
any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, or charge, either voluntarily or involuntarily, prior
to actual receipt thereof by the payee; any attempt so to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge any such
interest herein prior to such receipt shall be void. Supplemental Plan
Benefits shall not be subject to garnishment, attachment or other legal or
equitable process nor shall they be an asset in bankruptcy; provided,
however, that no amount shall be payable from this Supplemental Plan to a
Participant, or any person claiming by or through a Participant, unless
and until any and all amounts representing debts or other obligations owed
to any Employer by the Participant have been fully paid and satisfied.
Neither the Company nor any Employer or
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Affiliate shall be liable in any manner for or subject to the debts,
contracts, liabilities, torts or engagements of any person entitled to any
benefit under the Supplemental Plan.
7.5 Disclosure. Each Participant, upon his written request, shall receive a
copy of the Supplemental Plan and the Administrator will make available
for inspection by any Participant a copy of any written rules and
regulations used by the Administrator in administering the Supplemental
Plan.
7.6 State Law. The Supplemental Plan is established under and will be
construed according to the laws of the Commonwealth of Pennsylvania to the
extent that such laws are not preempted by the Employee Retirement Income
Security Act of 1974, as amended, and regulations promulgated thereunder.
7.7 Incapacity of Recipient. In the event a Participant, surviving spouse or
Beneficiary is declared incompetent and a guardian, conservator or other
person legally charged with the care of his person or of his estate is
appointed, any benefits under the Supplemental Plan to which such
Participant, spouse or Beneficiary is entitled shall be paid to such
guardian, conservator or other person legally charged with the care of his
person or his estate. Except as provided hereinabove, when the
Administrator, in its sole discretion, determines that a Participant,
surviving spouse or Beneficiary is unable to manage his financial affairs,
the Administrator may direct the Company to make distribution(s) to any
one or more of the spouse, lineal ascendants or descendants or other
closest living relatives of such Participant, spouse or Beneficiary who
demonstrates to the satisfaction of the Administrator the propriety of
making such distribution(s). Any payment so made shall be in complete
discharge of any liability under the Supplemental Plan for such
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payment. The Administrator shall not be required to see to the application
of any such distribution made as provided above.
7.8 Unclaimed Benefit. Each Participant shall keep the Administrator informed
of his current address. The Administrator shall not be obligated to search
for the whereabouts of any person. If the location of a Participant is not
made known to the Administrator within three years after the date on which
any payment of the Participant's benefit hereunder may be made, payment
may be made as though the Participant had died at the end of the
three-year period. If, within one additional year after such three-year
period has elapsed, or, within three years after the actual death of a
Participant, whichever occurs first, the Administrator is unable to locate
the spouse or any Beneficiary of the Participant, any Supplemental Plan
Benefits held for a Participant, surviving spouse or Beneficiary shall be
forfeited.
7.9 Elections, Applications, Notices. Every direction, revocation or notice
authorized or required hereunder shall he deemed delivered to the Company
or the Administrator as the case may be: (a) on the date it is personally
delivered to the Administrator at the Company's executive offices at 100
Erie Insurance Place, Erie, Pennsylvania 16530 or (b) three business days
after it is sent by registered or certified mail, postage prepaid,
addressed to the Administrator at the offices indicated above, and shall
be deemed delivered to a Participant, surviving spouse or Beneficiary: (a)
on the date it is personally delivered to such individual, or (b) three
business days after it is sent by registered or certified mail, postage
prepaid, addressed to such individual at the last address shown for him on
the Company's records. Any notice required hereunder may be waived by the
person entitled thereto.
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7.10 Counterparts. This Supplemental Plan may be executed in any number of
counterparts, each of which shall be considered as an original, and no
other counterparts need be produced.
7.11 Severability. In the event any provision of this Supplemental Plan shall
be held illegal or invalid for any reason, such illegality or invalidity
shall not affect the remaining provisions of the Supplemental Plan. This
Supplemental Plan shall be construed and enforced as if such illegal or
invalid provision had never been contained herein.
7.12 Headings. The headings of Sections of this Supplemental Plan are for
convenience of reference only and shall have no substantive effect on the
provisions of this Supplemental Plan.
Executed at Erie, Pennsylvania this 20th day, of December, 1995, effective
December 31, 1995.
ERIE INDEMNITY COMPANY
By: /s/ John M. Petersen
----------------------------------------
John M. Petersen
Title: President and Chief Executive Officer
ATTEST:
/s/ J. R. Van Gorder
- -------------------------------
J. R. Van Gorder
Executive Vice President,
Secretary and General Counsel
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