FIRST AMENDMENT TO ERIE INSURANCE GROUP RETIREMENT PLAN FOR EMPLOYEES (As Amended and Restated Effective December 31, 2014)

“Compensation” for any period shall mean the rate of base compensation of a Covered Employee from the Employers during the period. For this purpose, “base compensation” shall mean regular base salary in the case of an employee compensated on a salaried basis, and regular base wages in the case of an employee compensated on an hourly basis, and in all cases 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 and any other items of compensation, but shall include Form W-2 income paid as a lump sum in lieu of merit increase and compensation excluded from Form W-2 income because of salary reduction agreements in connection with plans described in Section 125, 132(f)(4) or 401(k) of the Code, or resulting from deferred compensation contracts for the period in question. Compensation shall exclude any differential wage payments made on behalf of a Covered Employee who is on military leave. Effective for each Plan Year beginning on and after December 31, 1989, in no event shall the amount of Compensation taken into account under the Plan exceed the adjusted annual limitation permitted under Section 401(a)(17) of the Code for such Plan Year. Such adjusted annual limitation shall be, for each Plan Year beginning on and after December 31, 2001, $200,000 (as adjusted for cost-of-living increases in accordance

“Covered Employee” shall mean 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,

any such Employee who has voluntarily waived participation in the Plan,

for periods before May 5, 2011, any such Employee who is compensated on an hourly basis, and

for periods on and after May 5, 2011, any such Employee who is classified by his Employer as a docent, an intern, or a driver-catastrophe response unit.

“Eligibility Service” shall mean an Employee’s service determined in accordance with Article IV hereof for the purpose of determining the participation date of Part-Time Employees as otherwise provided hereunder.

A new section is added to the Plan immediately following Section 2.19 and such new section, designated as Section 2.19A, shall read as follows:

“Entry Date” shall mean, with respect to a Covered Employee who is a Part-Time Employee, the December 31 or June 30 next following the later of:

the date the Covered Employee attains age 21; and

the date the Covered Employee completes one year of Eligibility Service.

“Final Average Earnings” shall mean 1/36th of the Participant’s aggregate Compensation during the thirty-six consecutive calendar months as both a Covered Employee and a Participant which produces the greatest aggregate Compensation out of the one hundred twenty calendar month period as both a Covered Employee and a Participant ending on the earlier of the date on which the Participant retires or terminates employment with the Employers or on such other date on which the Participant is no longer considered both a Covered Employee and a Participant. In the event a Participant does not have thirty-six consecutive calendar months of Compensation as both a Covered Employee and a Participant (i) months in which the Participant is not a Covered Employee and months in which the Participant has no Compensation will be excluded for purposes of determining consecutive months for the thirty-six and one hundred twenty month periods and (ii) with respect to a Participant with fewer than thirty-six total calendar months of Compensation as both a Covered Employee and a Participant, Final Average Earnings will be determined as the average monthly Compensation over the Participant’s entire period of employment as both a Covered Employee and a Participant.

“Service” shall mean an Employee’s service determined in accordance with Article IV hereof for the purpose of meeting the vesting requirements for a benefit under the Plan.

For periods before May 5, 2011, a Covered Employee entered the Plan and became a Participant on such Covered Employee’s Date of Hire.

Effective on and after May 5, 2011, a Covered Employee shall first enter the Plan and shall become a Participant hereunder as provided below:

A Covered Employee who is not a Part-Time Employee shall enter the Plan and become a Participant on such Covered Employee’s Date of Hire.

A Covered Employee who is a Part-Time Employee shall enter the Plan and become a Participant on such Covered Employee’s Entry Date.

A new section is added to the Plan immediately following Section 4.1 and such new section, designated as Section 4.1A, shall read as follows:

Section 4.5 of the Plan is deleted in its entirety and the following shall be inserted in lieu thereof:

This amendment to the Plan as amended and restated as of December 31, 2014 shall be effective as of May 5, 2011. It shall also be considered to amend the pertinent provisions of the Plan document as in effect prior to December 31, 2014 retroactively to May 5, 2011.