Second Amendment to Erie Indemnity Company Incentive Compensation Deferral Plan (Effective as of January 1, 2017), dated December 24, 2020

WHEREAS, Erie Indemnity Company (the “Company”) maintains the Erie Indemnity Company Incentive Compensation Deferral Plan (the “Plan”); and

WHEREAS, Article 7 of the Plan provides that the Company may amend the Plan provided such amendment is made pursuant to a resolution of the Board of Directors of the Company; and

WHEREAS, the Company desires to amend the Plan to remove Article 5.3(a) of the Plan which allows the Company to delay a payment of nonqualified deferred compensation to the extent that the Company reasonably anticipates that the payment would not be deductible under Section 162(m) of the Internal Revenue Code of 1986 due to changes in how that provision is applied; and

WHEREAS, the Company’s Board of Directors approved the aforementioned amendment by resolution on December 8, 2020.

NOW, THEREFORE, BE IT RESOLVED, that the Company hereby amends in its entirety Article 5.3(a) of the Plan as follows, effective as of December 31, 2020:

a)    [Intentionally Omitted]

IN WITNESS WHEREOF, the Company has caused this Second Amendment to be executed this 24th day of December, 2020.