Exhibit 10.158

“Administrator” shall mean the person or committee, appointed by the Board, who shall be responsible for the administrative functions assigned to it under the Plan.

“Beneficiary” shall mean the individual(s) or trust(s) selected by a Participant to receive payment of amounts credited under the Plan in the event of the Participant’s death, as evidenced by the most recent, properly completed and executed, Beneficiary designation which the Participant has delivered to the Administrator prior to the Participant’s death. A Participant may make a single Beneficiary designation to govern the distribution of the Participant’s entire interest under the Plan (including the total balance of all accounts maintained under both Appendix A and Appendix B) that shall apply in the event of the Participant’s death before commencement of payments. Furthermore, the Participant may make a single, but separate, Beneficiary designation to govern the distribution of any remaining interest under the Plan (including the total balance of all accounts maintained under both Appendix A and Appendix B) that shall apply in the event of the Participant’s death after payments have commenced but before all scheduled payments have been made. A Participant may change either or both of these Beneficiary designations at any time by delivering a new designation of Beneficiary to the Administrator on such form or forms as may be satisfactory to the Administrator. A new designation of Beneficiary shall be effective upon receipt by the Administrator of the completed and executed designation. As of such effective date, the new designation shall divest any Beneficiary named in a prior designation in that interest indicated in the prior designation. If no effective Beneficiary designation is in effect on the death of the Participant, or if all designated Beneficiaries have predeceased the Participant, any payments to be made under the Plan on account of the Participant’s death shall be paid to the estate of the Participant.

“Board” shall mean the Board of Directors of the Erie Indemnity Company.

“Board Compensation” shall mean the remuneration, expressed in terms of a cash amount, earned by a Director for service on the Board including, without limitation, a retainer, meeting fees and chairperson’s fees.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Committee” shall mean the Executive Compensation and Development Committee of the Board or its successor, as designated by the Board.

“Company” shall mean the Erie Indemnity Company, a Pennsylvania business corporation.

“Deferred Compensation Account” shall mean such account as defined in Appendix A and/or Appendix B, as applicable. A Participant’s Deferred Compensation Account shall at all times be 100% vested and nonforfeitable.

“Deferred Stock Plan” shall mean the Erie Indemnity Company Deferred Stock Plan for Outside Directors, as amended and in effect on the date of determination.

“Director” shall mean a member of the Board.

“Employee” shall mean a person engaged in performing services for the Company, or its affiliates or subsidiaries, as an exempt or non-exempt full-time employee, as defined by the Company’s Corporate Personnel Manual, as in existence at the time of determination, and not as an independent contractor.

“Outside Director” shall mean a Director who is not an Employee or officer of the Company, its affiliates or subsidiaries.

“Participant” shall mean each Outside Director who participates in the Plan in accordance with the terms and conditions of the Plan.

“Plan” shall mean the Erie Indemnity Company Deferred Compensation Plan for Outside Directors, as set forth in the provisions of the Basic Plan Document, Appendix A, Appendix B, and including any amendments, appendices and exhibits to these documents.

“Retirement Plan Transfer Account” shall mean such account as defined in Appendix B. Effective on and after December 6, 2011, each Participant’s Retirement Plan Transfer Account shall be 100% vested and nonforfeitable.

“Total Deferred Cash Account” shall mean such account as defined in Appendix B.

The date on which the notice of denial of claim was received by the Claimant;

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 in 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 paragraph (b);

The specific portions of the claim denial which the Claimant requests the Administrator to review;

A statement by the Claimant setting forth the basis upon which he believes the Administrator should reverse its previous denial of his

Whether the Claimant desires a hearing on the claim; and

Any written material (included as exhibits) which the Claimant desires the Administrator to examine in its consideration of his position as stated pursuant to paragraph (d) above.

“Administrator” is a term that is defined in Article Two of the Basic Plan Document.

“Amendment Form” shall mean the Amendment Form described in Section 6.3.

“Beneficiary” is a term that is defined in Article Two of the Basic Plan Document.

“Board” is a term that is defined in Article Two of the Basic Plan Document.

“Board Compensation” is a term that is defined in Article Two of the Basic Plan Document.

“Committee” is a term that is defined in Article Two of the Basic Plan Document.

“Company” is a term that is defined in Article Two of the Basic Plan Document.

“Deferred Compensation Account” shall mean the bookkeeping account described in Section 4.2.

“Deferred Stock Plan” is a term that is defined in Article Two of the Basic Plan Document.

“Director” is a term that is defined in Article Two of the Basic Plan Document.

“Election Form” shall mean the Participation Election Form described in Section 3.2.

“Employee” is a term that is defined in Article Two of the Basic Plan Document.

“Hypothetical Interest” shall mean the gains and losses credited to a Participant’s Deferred Compensation Account and/or Retirement Plan Transfer Account in accordance with Article Five.

“Outside Director” is a term that is defined in Article Two of the Basic Plan Document.

“Participant” shall mean each Outside Director who participated in the Plan in accordance with the terms and conditions of this Appendix A. Participant shall also include a former Outside Director who had become a Participant during his period of active Board service and on whose behalf the Administrator is maintaining a Deferred Compensation Account pursuant to the terms of this Appendix A.

“Plan” is a term that is defined in Article Two of the Basic Plan Document.

“Valuation Date” shall mean the close of business as of each business day.

The method by which amounts credited to the Participant’s Deferred Compensation Account are to be paid;

The date, following the Participant’s official termination of service on the Board, as of which payment of amounts credited to the Participant’s Deferred Compensation Account is to occur (in the event of a lump sum distribution) or commence (in the event of distribution in installments); and

The Beneficiary to whom payments of amounts credited to the Participant’s Deferred Compensation Account will be made in the event of the Participant’s death.

A Participant (and any Outside Director first electing to participate in the Plan) may have designated on such form or forms satisfactory to the Administrator, that portion of his future deferred compensation and, separately, that portion of any existing Deferred Compensation Account maintained on his behalf which were to be credited with Hypothetical Interest in reference to each of the hypothetical investment funds that were offered by the Administrator, in the discretion of the Administrator. Such designations specified, in 1% increments, the percentages to be credited in reference to each of the hypothetical investment funds offered. Such designations may remain in effect until the Participant submits a new designation within such times and in accordance with such means as are designated by the Administrator. New designations are made as to (i) future deferred compensation and/or (ii) any existing Deferred Compensation Account. All new designations are effective as of a given date specified by the Administrator. In the event a Participant fails to make an effective designation under this paragraph (a), the Administrator, acting in its discretion, shall make such designation on behalf of the Participant.

In accepting participation in the Plan, a Participant agreed on behalf of himself and his Beneficiary to assume all risk in connection with any decrease in value of the hypothetical investment funds in reference to which Hypothetical Interest is credited to the Participant’s Deferred Compensation Account. The Company and the Administrator shall not be liable to any Participant or Beneficiary for the under-performance of any hypothetical investment fund offered under the Plan.

The Administrator may, in its discretion, offer additional hypothetical investment funds to Participants and may cease to offer any such fund at such time as it deems appropriate. In the event the Administrator decides to discontinue offering a hypothetical investment fund under the Plan, those Participants on whose behalf Hypothetical Interest is then being credited on the basis of the discontinued hypothetical investment fund may be required, at the discretion of the Administrator, to have affected amounts consolidated with (or “mapped” to) a replacement hypothetical investment fund selected by the Administrator or may be required to designate, from such selection of hypothetical funds as may be offered by the Administrator, a hypothetical fund or funds as a replacement for the hypothetical investment fund being discontinued. Any such designation by a Participant shall be made in accordance with paragraph (a) above. Hypothetical Interest credited on behalf of any

Notwithstanding any provision of the Plan to the contrary, the eligibility of a Participant to make any designation under this Section 5.2 shall not be construed as to provide any Participant or any other person with a beneficial ownership interest in any assets of the Company or an affiliated company or subsidiary. Title to and beneficial ownership of any assets which the Company may earmark to pay the contingent deferred compensation hereunder shall at all times remain in the Company, affiliated company or subsidiary. The Participant, his Beneficiary and any heirs, successors or assigns shall not have any legal or equitable right, interest or control over or any property interest whatsoever in any specific assets of the Company or any affiliated company or subsidiary on account of having an interest under the Plan. Any and all of the Company’s assets, and any life insurance policies, annuity contracts or the proceeds therefrom which may be acquired by the Company shall be, and remain, the general unpledged, unrestricted assets of the Company. In no event shall the Company be required to purchase any specific shares or interest in any investment fund.

A Participant may elect any one of the following methods of payment for the amounts represented by his Deferred Compensation Account:

A lump sum distribution;

Payment in approximately equal annual installments for a period not to exceed 10 years; or

Payment in approximately equal monthly installments for a period not to
exceed 10 years.

In the event the Participant dies before receiving the entire distribution to which he is entitled under the Plan, the provisions of Section 6.4 shall apply.

Such request of additional deferral or alternative method of payment shall be subject to the Administrator's power, to be exercised at the Administrator’s discretion, to direct that payment of the amount represented by the Participant’s Deferred Compensation Account will occur or commence, or will be paid under a method, in accordance with the Participant’s election(s) on a previously delivered Amendment Form or on the Participant’s Election Form; and

In no event shall any requested additional deferral or alternative method of payment become effective unless the Amendment Form evidencing such request is submitted to, and approved by, the Administrator at least twelve months prior to the date payment of the amount represented by the Deferred Compensation Account would otherwise have occurred or commenced under the Election Form or Amendment Form in effect on the date the Participant requests the additional deferral or alternative method of payment.

“Administrator” is a term that is defined in Article Two of the Basic Plan Document.

“Affiliate” shall mean any organization which, together with the Company, is a member of a controlled group of corporations under Sections 414(b), 414(c) and 1563(a) of the Code, applying an 80% test for purposes of Section 1563(a).

“Amendment Form” shall mean the Amendment Form described in Section 7.6. An Amendment Form may be in paper and/or electronic form, as designated by the Administrator.

“Beneficiary” is a term that is defined in Article Two of the Basic Plan Document.

“Board” is a term that is defined in Article Two of the Basic Plan Document.

“Board Compensation” is a term that is defined in Article Two of the Basic Plan Document.

“Committee” is a term that is defined in Article Two of the Basic Plan Document.

“Company” is a term that is defined in Article Two of the Basic Plan Document.

“Deferred Compensation Account” shall mean the bookkeeping account described in Section 4.2.

“Deferred Stock Plan” is a term that is defined in Article Two of the Basic Plan Document.

“Director” is a term that is defined in Article Two of the Basic Plan Document.

“Election Form” shall mean the Participation Election Form described in Section 3.2. An Election Form may be in paper and/or electronic form, as designated by the Administrator.

“Employee” is a term that is defined in Article Two of the Basic Plan Document.

“Hypothetical Interest” shall mean the gains and losses credited to a Participant’s Deferred Compensation Account and/or Retirement Plan Transfer Account in accordance with Article Six.

“Outside Director” is a term that is defined in Article Two of the Basic Plan Document.

“Participant” shall mean each Outside Director who participates in the Plan in accordance with the terms and conditions of this Appendix B. Participant shall also include a former Outside Director who had become a Participant during his period of active Board service and on whose behalf the Administrator is maintaining a Total Deferred Cash Account pursuant to the terms of this Appendix B.

“Plan” is a term that is defined in Article Two of the Basic Plan Document.

“Retirement Plan” shall mean the Erie Indemnity Company Retirement Plan for Outside Directors, effective as of January 1, 1991 and as amended thereafter.

“Retirement Plan Transfer Account” shall mean the bookkeeping account described in Section 5.3.

“Retirement Plan Transfer Credit” shall mean the contribution credit determined under Section 5.2.

“Separation from Board Service” shall mean the complete cessation of services as a member of the Board and of the board of directors of any Affiliate.

“Total Deferred Cash Account” shall mean the sum of the amounts credited under any Deferred Compensation Account and any Retirement Plan Transfer Account maintained on behalf of a Participant.

“Valuation Date” shall mean the close of business as of each business day.

The percentage of Board Compensation to be deferred for the calendar year to which the election applies;

The method by which amounts credited to the Participant’s Total Deferred Cash Account are to be paid;

The date, following the Participant’s Separation from Board Service, as of which payment of amounts credited to the Participant’s Total Deferred Cash Account is to occur (in the event of a lump sum distribution) or commence (in the event of a distribution in installments);

The Beneficiary to whom payments of amounts credited to the Participant’s Total Deferred Cash Account will be made in the event of the Participant’s death; and

The investment designation described in Section 6.2.

Initial Deferral Election. A Participant who is an Outside Director may elect to defer Board Compensation for a given calendar year by delivering a properly completed and executed Election Form to the Administrator as provided in Section 3.2(a). Such Election Form shall state, in 10% increments from 0% to 100%, the percentage of Board Compensation the Outside Director chooses to defer that is attributable to services performed after the election is delivered. Except as provided in paragraphs (c) and (d) below, such deferral election shall be irrevocable as of the date the election is delivered to the Administrator, as applicable to such future Board Compensation attributable to the calendar year to which the election applies. Such deferral election shall automatically terminate as to all Board Compensation after such calendar year.

Subsequent Deferral Elections. With respect to any calendar years beginning after the year an Outside Director first becomes a Participant under Section 3.1, the Participant may elect to defer Board Compensation attributable to services performed in such year by delivering a properly completed and executed Election Form to the Administrator by the end of the calendar year which immediately precedes the calendar year for which the election is to be effective. Such Election Form shall state, in 10% increments from 0% to 100%, the percentage of Board Compensation the Outside Director chooses to defer that is attributable to services performed in the calendar year for which the election is to be effective. Except as provided in paragraphs (c) or (d) below, such deferral election shall be irrevocable as of the December 31 of the calendar year that immediately precedes the calendar year to which the election applies. Such deferral election shall automatically terminate as to all Board Compensation attributable to services after such calendar year.

If a Participant makes a withdrawal due to an unforeseeable emergency under Section 7.5, all remaining deferrals of Board Compensation under the Plan for the calendar year in which such withdrawal is made shall be cancelled. Such Participant shall not be permitted to make any further deferral of Board Compensation until the Participant again satisfies the procedures set forth in paragraph (b) above.

Participant deferrals of Board Compensation under the Plan shall be cancelled in such other events or conditions as the Commissioner of Internal Revenue may prescribe in generally applicable guidance published in the Internal Revenue Bulletin which the Administrator, in its discretion, chooses to apply under the Plan; provided, however, that a Participant shall have no direct or indirect election to the application of such events or conditions to his individual circumstances.

The Company has recorded a contribution credit under the Plan on behalf of each Outside Director who satisfied the criteria set forth in paragraph (b) of this Section 5.1. Such contribution credit is referred to herein as the Retirement Plan Transfer Credit, was recorded as of December 31, 1997 and, except as provided in Section 6.1(b), was equal to the amount individually determined under Section 5.2.

An Outside Director was entitled to a Retirement Plan Transfer Credit if:

The Outside Director was an Outside Director on May 1, 1997; and

During the period beginning June 17, 1997 and ending August 1, 1997, the Outside Director elected to have the Retirement Plan Transfer Credit recorded on his behalf under the Plan in lieu of any continuing interest under the Retirement Plan.

The Retirement Plan Transfer Credit with respect to an Outside Director who satisfied the criteria set forth in Section 5.1 was the actuarial present value (as defined in subparagraph (i) below) of the retirement benefit accrued by the Outside Director under the Retirement Plan as of May 1, 1997.

For purposes of this Section 5.2(a), “actuarial present value” shall mean the single sum value of a retirement benefit, determined as of May 1, 1997, by using the 1983 Group Annuity Mortality Table (50% male/50% female) and an interest rate of seven percent.

Effective December 6, 2011, the Company recorded a contribution credit under the Plan on behalf of each Outside Director on whose behalf an interest was then being maintained under the Retirement Plan. Such contribution credit shall be referred herein as the Retirement Plan Transfer Credit and shall be equal to the amount determined under subparagraph (i) below.

The Retirement Plan Transfer Credit described in paragraph (b) was equal to the actuarial present value of the contingent retirement benefit interest that would have accrued on behalf of the Outside Director under the Retirement Plan if December 6, 2011 were to be such Director’s date of Retirement under the Retirement Plan. For this purpose, “actuarial present value” shall mean the single lump sum value, determined as of December 6, 2011, by using the 2011 mortality table under IRS Notice 2008-85 for purposes of determining minimum present value under Section 417(e)(3) of the Code and an interest rate equal to the average of the Moody’s Aa corporate bond rates for October 2011.

A Retirement Plan Transfer Account has been established for each Outside Director described in Section 5.1(b) or Section 5.2(b). The Retirement Plan Transfer Credit and Hypothetical Interest earned on such Retirement Plan Transfer Credit shall be recorded in this Retirement Plan Transfer Account. A Participant’s Retirement Plan Transfer Account shall be kept only for bookkeeping and accounting purposes and no Company funds shall be transferred or designated to this account. Notwithstanding any provision of the Plan to the contrary and effective December 6, 2011, a Participant’s interest in his Retirement Plan Transfer Account became 100% vested and nonforfeitable.

Notwithstanding the provisions of Article Seven, but subject to the terms of Section 7.7, the Company shall pay a Participant who is an Outside Director described in Section 5.2(b), the amounts represented by the balance credited to the Participant’s Retirement Plan Transfer Account in the form of approximately equal quarterly installments for a period of 5 years, commencing as of the first day of the calendar quarter next following the Participant’s Separation from Board Service.

The Total Deferred Cash Account maintained on behalf of a Participant under this Appendix B will be credited with Hypothetical Interest. The Hypothetical Interest shall be credited as of each Valuation Date on the amount credited to the Participant’s

Notwithstanding any provision of this Article Six to the contrary:

The Retirement Plan Transfer Credit, determined under Section 5.2 and recorded as of December 31, 1997 on behalf of an Outside Director described in Section 5.1(b), was increased with Hypothetical Interest for the period beginning on May 1, 1997 and ending on December 31, 1997; and

For purposes of subparagraph (i) above, “Hypothetical Interest” was in reference to the interest, compounded on a daily basis, at the rate or rates in effect during the period beginning on May 1, 1997 and ending December 31, 1997, as declared by the Board of Directors of Erie Family Life Insurance Company on the Erie Family Life Insurance Company deposit administration group annuity contract held by the trustee of the Erie Insurance Group Employee Savings Plan.

A Participant (and any Outside Director first electing to participate in the Plan) may designate, within such times and in accordance with such means as are designated by the Administrator, that portion of his future deferred compensation under Section 4.1 and, separately, that portion of any existing Total Deferred Cash Account maintained on his behalf which shall be credited with Hypothetical Interest in reference to each of the hypothetical investment funds that may be offered by the Administrator, in the discretion of the Administrator. Such designations may specify, in 1% increments, the percentages to be credited in reference to each of the hypothetical investment funds offered. Such designations may remain in effect until the Participant submits a new designation within such time and in accordance with such means as are designated by the Administrator. New designations may be made as to (i) future deferrals of Board Compensation and/or (ii) any existing Total Deferred Cash Account, provided that separate designations as to the crediting of a Deferred Compensation Account and a Retirement Plan Transfer Account shall not be available. All new designations shall be effective as of a given date specified by the Administrator. In the event a Participant fails to make an effective designation under this paragraph (a), the Administrator, acting in its discretion, shall make such designation on behalf of the Participant.

In accepting participation in the Plan, a Participant agrees on behalf of himself and his Beneficiary to assume all risk in connection with any decrease in value of the hypothetical investment funds in reference to which Hypothetical Interest is credited to the Participant’s Total Deferred Cash Account. The Company, the Affiliates and the Administrator shall not be liable to any Participant or Beneficiary for the under-performance of any hypothetical investment fund offered under the Plan.

The Administrator may, in its discretion, offer additional hypothetical investment funds to Participants and may cease to offer any such fund at such time as it deems appropriate. In the event the Administrator decides to discontinue offering a hypothetical investment fund under the Plan, those Participants on whose behalf Hypothetical Interest is then being credited on the basis of the discontinued hypothetical investment fund may be required, at the discretion of the Administrator, to have affected amounts consolidated with (or “mapped” to) a replacement hypothetical investment fund selected by the Administrator or may be required to designate, from such selection of hypothetical funds as may be offered by the Administrator, a hypothetical fund or funds as a replacement for the hypothetical investment fund being discontinued. Any such designation by a Participant shall be made in accordance with paragraph (a) above. Hypothetical Interest credited on behalf of any Participant who is affected by the discontinuation of a hypothetical investment fund but who fails to make any replacement designation offered in this paragraph (c) shall mirror, to the extent of the Participant’s interest in such discontinued fund, such hypothetical investment fund or funds as the Administrator may choose in its discretion. Any changes under this paragraph (c) shall take effect at such times and under such rules as shall be established by the Administrator.

Notwithstanding any provision of the Plan to the contrary, the eligibility of a Participant to make any designation under this Section 6.2 shall not be construed as to provide any Participant or any other person with a beneficial ownership interest in any assets of the Company or an Affiliate. Title to and beneficial ownership of any assets which the Company or an Affiliate may earmark to pay the contingent deferred compensation hereunder shall at all times remain in the Company or Affiliate. The Participant, his Beneficiary and any heirs, successors or assigns shall not have any legal or equitable right, interest or control over or any property interest whatsoever in any specific assets of the Company or any Affiliate or related entity on account of having an interest under the Plan. Any and all of the Company’s assets, and any life insurance policies, annuity contracts or the proceeds therefrom which may be acquired by the Company shall be, and remain, the general unpledged, unrestricted assets of the Company. In no event shall the Company or any Affiliate be required to purchase any specific shares or interest in any investment fund.

A Participant may elect any one of the following methods of payment for the amounts represented by his Total Deferred Cash Account:

A lump sum distribution;

Payment in approximately equal annual installments for a period not to exceed 10 years; or

Payment in approximately equal monthly installments for a period not to exceed 10 years.

A Participant may elect to have the amount represented by his Total Deferred Cash Account distributed to him (or, in the case of an installment distribution, commence to be distributed to him) as of the month next following the month of the Participant’s Separation from Board Service or as of any later month that follows his Separation from Board Service. Except as provided in Sections 7.3, 7.4 or 7.5, no distribution shall commence before or after such elected distribution date; provided, however, that if the Company makes a distribution within the permitted distribution period (as

In the event the Participant dies before receiving the entire distribution to which he is entitled under the Plan, the provisions of Section 7.7 shall apply.

The Participant needs to avoid a violation of an applicable federal, state, local, or foreign ethics law or conflicts of interest law.

The Participant incurs state, local, or foreign tax obligations arising from participation in the Plan that apply to a Plan interest before such interest is otherwise payable from the Plan.

The Plan is terminated and liquidated in accordance with generally applicable guidance prescribed by the Commissioner of Internal Revenue and published in the Internal Revenue Bulletin.

Such other events or conditions as the Commissioner of Internal Revenue may prescribe in generally applicable guidance published in the Internal Revenue Bulletin which the Administrator, in its discretion, chooses to apply under the Plan; provided, however, that a Participant shall have no direct or indirect election as to the application of such events or conditions to his individual circumstances.

The Administrator reasonably anticipates that making scheduled Plan payments will violate federal securities laws or other applicable law; provided that the scheduled payments are then made at the earliest date at which the Administrator reasonably contemplates that making the scheduled payments will not cause such a violation.

Such other events or conditions as the Commissioner of Internal Revenue may prescribe in generally applicable guidance published in the Internal Revenue Bulletin which the Administrator, in its discretion, chooses to apply under the Plan; provided, however, that a Participant shall have no direct or indirect election as to the application of such events or conditions to his individual circumstances.

Such election shall not be effective until 12 months after it is submitted to the Administrator;

Such election shall require that the payment with respect to which the election is made shall be delayed for a period of not less than five years from the date payment would have been made (or commence) absent the elected change; and

If the election pertains to a delay in the payment of a Total Deferred Cash Account from a specific year and month that the Participant previously elected in his Election Form or a subsequent Amendment Form (or to which the Participant has defaulted under Section 7.1) such election cannot be made less than 12 months before the date the payment was otherwise scheduled to be made (or commence).