DEFERRED COMPENSATION PLAN OF ERIE INDEMNITY COMPANY (As Amended and Restated as of January 1, 2009)

Exhibit 10.104

DEFERRED COMPENSATION PLAN
OF ERIE INDEMNITY COMPANY

(As Amended and Restated as of January 1, 2009)

BASIC PLAN DOCUMENT

APPENDIX A

APPENDIX B

DEFERRED COMPENSATION PLAN
OF ERIE INDEMNITY COMPANY

(As Amended and Restated as of January 1, 2009)

BASIC PLAN DOCUMENT

ARTICLE ONE

INTRODUCTION

This Deferred Compensation Plan of Erie Indemnity Company (the “Plan”) is an unfunded, non-qualified, deferred compensation arrangement created for a select group of management and highly compensated employees of Erie Indemnity Company (the “Company”) and its affiliates. It is intended that the Plan will aid in retaining and attracting qualified executives by providing such executives with a vehicle for deferring certain compensation until retirement or other separation from service from the Company and for restoring on behalf of participating executives, certain contributions that would have been made under the tax-qualified 401(k) plan maintained by the Company, but for limitations applicable to such 401(k) plan.

The Plan has been amended from time to time and was last amended and restated effective January 1, 2001. This amendment and restatement of the Plan shall constitute an amendment, restatement and continuation of the Plan and is generally effective as of January 1, 2009. However, certain provisions of this amendment and restatement are effective as of some other date. Events occurring before the applicable effective date of any provision of this amendment and restatement shall be governed by the applicable provision of the Plan as in effect on the date of the event.

This amendment and restatement of the Plan consists of three primary documents: (i) this Basic Plan Document, which principally addresses definitions and procedural matters that apply to all amounts that accumulate under the Plan, (ii) Appendix A, which incorporates provisions of the Plan relating to Plan accounts that were earned and vested on or before December 31, 2004, and (iii) Appendix B, which incorporates provisions of the Plan relating to those portions of Plan accounts that are earned or become vested on or after January 1, 2005.

ARTICLE TWO

DEFINITIONS

When the following words or phrases are used in the Plan document with initial capital letters, they shall have the following meanings, except where otherwise modified in Appendix A or Appendix B:

2.1 “ Administrator ” shall mean the person or committee, appointed by the Chief Executive Officer of the Company, who shall be responsible for the administrative functions assigned to it under the Plan.

2.2 “ Affiliate ” shall mean a corporation or partnership in which more than 50% of the equity is owned directly or indirectly by the Company including, without limitation, the following: Erie Family Life Insurance Company, Erie Insurance Company, EI Holding Corp., EI Service Corp., Erie Insurance Company of New York, Erie Insurance Property & Casualty Company and Flagship City Insurance Company.

2.3 “ 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 separate Beneficiary designations to govern the distribution of the Participant’s interest in those amounts, if any, credited to the Deferred Compensation Account maintained on his behalf under Appendix A and in those amounts, if any, credited to the Deferred Compensation Account maintained on his behalf under Appendix B. Such Beneficiary designations shall apply in the event of the Participant’s death before commencement of payments and to any method of payment the Participant may elect that provides for the

possibility of payments to a Beneficiary after the Participant’s death. A Participant may change his Beneficiary 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.

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

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

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

2.7 “ Deferred Compensation Account ” shall mean such account as defined in Appendix A and/or Appendix B, as applicable.

2.8 “ Employee ” shall mean a person engaged in performing services for the Company, or an Affiliate, 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.

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

2.10 “ Plan” shall mean the Deferred Compensation Plan of Erie Indemnity Company 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.

2.11 “ Qualified Plan ” shall mean the Erie Insurance Group Employee Savings Plan, a tax-qualified plan under Section 401(a) of the Code, as said plan is amended from time to time.

2.12 “ Vested ” shall mean, as of any given date, the portion of the Deferred Compensation Account maintained on behalf of a Participant which is then 100% vested and nonforfeitable. All Deferred Compensation Accounts maintained under the Plan shall be 100% vested and nonforfeitable at all times.

ARTICLE THREE

ADMINISTRATION

The Administrator shall be charged with the administration of the Plan. The Administrator shall have all such powers as may be necessary to discharge its duties relative to the administration of the Plan, including by way of illustration and not limitation, discretionary authority to interpret and construe the Plan, to determine and decide all questions of fact, and all disputes arising under the Plan including, but not limited to, the eligibility of any Employee to participate hereunder, the validity of any election or designation as may be necessary or appropriate hereunder and the right of any Participant or Beneficiary to receive payment of all or any portion of amounts represented by a Deferred Compensation Account, maintained hereunder. The Administrator shall have all power necessary to adopt, alter and repeal such administrative rules, regulations and practices governing the operation of the Plan as it, in its sole discretion, may from time to time deem advisable and shall have the power to make equitable adjustments to remedy any mistakes or errors made in the administration of the Plan. The Administrator shall not be liable to any person for any action taken or omitted in connection with the interpretation and administration of the Plan unless attributable to willful misconduct. The Administrator, the Company and its respective officers and directors 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 Plan,

insofar as such reliance is consistent with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and other applicable law. The service providers to the Plan 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. Any individual serving as Administrator shall not participate in any action or determination regarding solely his own benefits payable hereunder. Decisions of the Administrator made in good faith shall be final, conclusive and binding upon all parties. Until modified by the Administrator, the claims and review procedures set forth in Section 3.2 shall be the exclusive procedures for the disposition of claims for benefits arising under the Plan.

The Administrator shall be responsible for the claims procedure under the Plan.

The exhaustion of the claims review procedure is mandatory for resolving every claim and dispute arising under the Plan. As to such claims and disputes:

No civil action to recover Plan benefits or to enforce or clarify rights under the Plan under Section 502 or Section 510 of ERISA or under any other provision of law, whether or not statutory, may be brought by any claimant on any matter pertaining to the Plan unless the civil action is commenced in the proper forum before the earlier of:

For each year in which credits are made under the Plan for or on behalf of a Participant who is employed in such year, the Company or Affiliate employing the Participant shall withhold from that portion of the Participant’s compensation that is not being deferred, in a manner determined by the Administrator, the Participant’s share of FICA and other employment taxes. If the Administrator determines it to be necessary or appropriate, the Administrator may reduce any deferral of a Participant under the Plan in order to comply with this Section 3.5.

ARTICLE FOUR

AMENDMENT AND TERMINATION

The Company expects to continue the Plan indefinitely, but reserves the right to amend or terminate the Plan at any time, if, in its sole judgment, such amendment or termination is necessary or desirable. Any such amendment or termination shall be made pursuant to a resolution of the Board and shall be effective as of the date specified in such resolution. Without consent of the Participant, no amendment or termination of the Plan shall reduce the balance of a Participant’s Deferred Compensation Account at the time of amendment or termination. Except as may otherwise be provided by the Company, or as provided in Appendix B, in the event of a termination of the Plan, the Company (or any transferee, or successor entity of the Company) shall be obligated to pay amounts represented by Vested Deferred Compensation Account balances to Participants and Beneficiaries at such time or times and in such forms as provided under the terms of the Plan. Nothing herein shall limit the Company’s reserved right to terminate and liquidate the Plan in accordance with generally applicable guidance prescribed by the Commissioner of Internal Revenue and published in the Internal Revenue Bulletin.

ARTICLE FIVE

GENERAL PROVISIONS

Nothing contained herein shall be construed as creating any contract of employment between the Company or any Affiliate and any Participant nor shall any provision hereof confer upon any Participant the right to be retained in the service of the Company or any Affiliate nor limit the right of the Company or any Affiliate to discharge or otherwise deal with Participants without regard to the existence of the Plan.

It is the intent of this Plan, and each Participant understands, that no trust has been created for his or her benefit in connection with this Plan and that eligibility and participation in this Plan does not grant any Participant or Beneficiary any interest in any asset of the Company or any Affiliate. The Company’s obligation to pay to the Participant or Beneficiary the amounts credited hereunder is a general contract obligation and shall be satisfied solely from the general assets of the Company. Nothing contained in the 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 amounts determined in accordance with the Plan. The obligation of the Company under the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay amounts in the future. In each case in which amounts represented by the balances credited to a Participant’s Vested Deferred Compensation Account have been distributed to the Participant, Beneficiary, or other person entitled to receipt thereof and which purports to cover in full the benefits hereunder, such Participant, Beneficiary or other person shall have no further right or interest in the other assets of the Company on account of participation in the Plan. Notwithstanding a Participant’s entitlement to Vested amounts under the terms of the Plan, the status of the Participant, or any person claiming by or through the Participant, is that of an unsecured general creditor to the extent of his entire interest under the Plan as herein described.

The Plan shall be binding upon and inure to the benefit of the Company and Affiliates, 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.

The interest of a Participant or Beneficiary under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, either voluntarily or involuntarily, prior to the Participant’s or Beneficiary’s actual receipt of amounts represented by the balances credited under the Plan on his behalf; any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any such interest prior to such receipt shall be void. Amounts credited hereunder and not paid to a Participant or Beneficiary shall not be subject to garnishment, attachment or other legal or equitable process nor shall they be an asset in bankruptcy. Notwithstanding the preceding sentence, no amount shall be payable from this 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 the Company or any Affiliate by the Participant have been fully paid and satisfied; provided, however, that any such offset, as applicable to a person’s Plan interest under Appendix B, shall not exceed such offset as is permitted under Section 409A of the Code. Neither the Company nor any Affiliate shall be liable in any manner for or subject to the debts, contracts, liabilities, torts or engagements of any person who has a Deferred Compensation Account maintained on his behalf under the Plan.

Except as required by law or specifically provided by the Plan, no spouse or surviving spouse of a Participant and no person designated to be a Beneficiary shall have any rights or interest in the accounts accumulated under the Plan including, but not limited to, the right to be the sole Beneficiary or to consent to the Participant’s designation of Beneficiary.

Each Participant, upon his written request, shall receive a copy of the 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 Plan.

In the event a Participant 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 Vested Deferred Compensation Account under the Plan to which such Participant, 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 in the preceding sentence, when the Administrator, in its sole discretion, determines that a Participant or Beneficiary is unable to manage his financial affairs, the Administrator may direct the Company to make distribution(s) from the Vested Deferred Compensation Account maintained on behalf of such Participant or Beneficiary to any one or more of the spouse, lineal ascendants or descendants or other closest living relatives of such Participant or Beneficiary who demonstrates to the satisfaction of the Administrator the propriety of making such distribution(s). Any payment so made shall not exceed such amount as is permitted under Section 409A of the Code and shall be in complete discharge of any liability of the Company and Administrator under the Plan for such payment. The Administrator shall not be required to see to the application of any such distribution made as provided above.

Neither the Company nor the Administrator shall be liable or responsible for any error in the computation of a Participant’s or Beneficiary’s interest under the Plan resulting from any misstatement of fact made by the Participant or Beneficiary, directly or indirectly, to the Company or to the Administrator and used by it in determining the Participant’s or Beneficiary’s Plan interest. Neither the Company nor the Administrator shall be obligated or required to increase the Plan interest of any such Participant or Beneficiary which, on discovery of the misstatement, is found to be understated as a result of such misstatement. However, the Plan interest of any Participant or Beneficiary which is overstated by reason of any such misstatement shall be reduced to the amount appropriate in view of accurate facts.

If a payment or a series of payments made from the Plan is found to be greater than the payment(s) to which a Participant or Beneficiary is entitled due to factual errors, mathematical errors or otherwise, the Administrator may, in its discretion and to the extent consistent with Section 409A of the Code, suspend or reduce future payments to such Participant or Beneficiary or exercise such legal or equitable remedies as it deems appropriate to correct the overpayment.

In the event that any amount determined to be payable to a Participant or Beneficiary hereunder remains unclaimed by such Participant or Beneficiary for a period of four years after the whereabouts or existence of such person was last known to the Administrator, the Administrator may direct that all rights of such person to such amounts be terminated absolutely; provided, however, that if such Participant or Beneficiary subsequently appears and files a claim for payment in accordance with Article Three and such claim is fully or partially successful, the liability under the Plan for an amount equal to the successful claim shall be reinstated.

Every designation, direction, election, revocation or notice authorized or required under the Plan which is to be delivered to the Company or the Administrator shall be deemed delivered to the Company or the Administrator as the case may be: (a) on the date it is personally delivered to the Administrator (either physically at the Company’s executive offices at 100 Erie Insurance Place, Erie, Pennsylvania 16530 or at such other location designated by the Administrator or through interactive electronic communication) 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. Every such item which is to be delivered to a person or entity designated by the Administrator to perform recordkeeping and other administrative services on behalf of the Plan shall be deemed delivered to such person or entity when it is actually received (either physically or through interactive electronic communication) by such person or entity. Every designation, direction, election, revocation or notice authorized or required which is to be delivered to a Participant or Beneficiary shall be deemed delivered to a Participant or Beneficiary: (a) on the date it is personally delivered to such individual (either physically or through interactive electronic communication), 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 under the Plan may be waived by the person entitled thereto.

This 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.

In the event any provision of this Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan. This Plan shall be construed and enforced as if such illegal or invalid provision had never been contained herein.

The 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.

The headings of Sections of this Plan are for convenience of reference only and shall have no substantive effect on the provisions of this Plan.

The masculine gender, where appearing in this Plan, shall be deemed to also include the feminine gender. The singular shall also include the plural, where appropriate. Any words or phrases used herein with initial capital letters that are not otherwise defined in this Basic Plan Document, Appendix A, or Appendix B shall have the meanings assigned to them in the Qualified Plan, as in effect as of the date the relevant determination is being made under the Plan, unless a different meaning is required by the context. Such incorporation of Qualified Plan words and phrases shall not apply with respect to any term or provision that is expressly addressed in the Plan.

Executed at Erie, Pennsylvania this 23rd day of December , 2008, effective as of January 1, 2009.

APPENDIX A

DEFERRED COMPENSATION PLAN
OF ERIE INDEMNITY COMPANY

Accounts Earned and Vested On or Before December 31, 2004

ARTICLE ONE

INTRODUCTION

This Appendix A incorporates the provisions of the Plan as it relates to Deferred Compensation Accounts that were earned and vested on or before December 31, 2004, without material modifications to the terms of the Plan after October 3, 2004. The provisions of this Appendix A shall apply in determining the rights and features of such accounts.

ARTICLE TWO

DEFINITIONS

When the following words or phrases are used in this Appendix A with initial capital letters, they shall have the following meanings:

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

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

2.3 “ Amendment Form ” shall mean the Amendment Form described in Section 5.3.

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

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

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

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

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

2.9 “ Compensation ” shall mean “Compensation” as defined under the Qualified Plan provided, however, that for purposes of the Plan, any limitation on recognized Compensation under Section 401(a)(17) of the Code shall be ignored. Except as otherwise specified by the Board, any change in the definition of Compensation under the Qualified Plan (other than a change related to Section 401(a)(17) of the Code shall automatically be considered a change to the Plan, effective as of the effective date of change under the Qualified Plan, and the Plan shall thereafter be administered in accordance with such change.

2.10 “ Deferred Compensation Account ” shall mean the bookkeeping account described in Section 4.1.

2.11 “ Election Form ” shall mean the Participation Election Form described in Section 3.2 and/or Section 3.3, as applicable to amounts under this Appendix A.

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

2.13 “ Hypothetical Interest ” shall mean the gains and losses credited to a Participant’s Deferred Compensation Account in accordance with Section 4.4.

2.14 “ Participant ” shall mean each Employee who participated in the Plan in accordance with the terms and conditions of this Appendix A. Participant shall also include a former Employee who had become a Participant as an Employee and on whose behalf the Administrator is maintaining a Deferred Compensation Account pursuant to the terms of this Appendix A.

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

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

2.17 “ Supplemental Company Contribution ” shall mean, the contribution credit described in Section 4.3(b) and determined in reference to a formula set forth in the Qualified Plan. Except as otherwise specified by the Board of Directors, any change in the employer matching contribution formula under the Qualified Plan shall automatically be considered a change to the Plan, effective as of the effective date of change under the Qualified Plan, and the Plan shall thereafter be administered in accordance with such change.

2.18 “ Supplemental Employee Contribution ” shall mean the contribution credit described in Section 4.3(a) and determined in reference to a formula set forth in the Qualified Plan. Except as otherwise specified by the Board of Directors, any change in the elective contribution formula under the Qualified Plan shall automatically be considered a change to the Plan, effective as of the effective date of change under the Qualified Plan, and the Plan shall thereafter be administered in accordance with such change.

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

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

ARTICLE THREE

PARTICIPATION

The individuals who were eligible to participate in the Plan were those Employees selected by the Committee. The Committee made its selection of Employees eligible to participate at least 30 days before January 1 of the year next beginning or at such other times as it shall decide for the purpose of determining the eligibility of new Employees hired by the Company or its Affiliates.

The Committee, in its sole discretion, determined to what extent an Employee was eligible to participate under the provisions of Section 4.2 and/or Section 4.3 hereof. Except as otherwise provided by the Committee, an Employee who had been selected by the Committee as eligible to participate under Section 4.2 and/or Section 4.3 of the Plan continued such eligibility from year to year of his employment with the Company or Affiliate, regardless of whether the Employee elected to participate or not, unless the Committee, in its discretion, terminated all or part of that Employee’s eligibility.

An Employee who was eligible under the provisions of Section 3.1 to participate under the deferral provisions of Section 4.2 may have elected to participate, altered the extent of his participation, or suspended or terminated his participation under such deferral provisions by having delivered a properly completed and executed Election Form to the Administrator. This form will have specified:

The election under paragraph (a) above was irrevocable with respect to the calendar year to which it applied. The election under paragraph (b) above may be changed as provided in Section 4.5 and shall be subject to the provisions of Section 3.4. The elections under paragraphs (c) and (d) above shall be irrevocable except as provided in Section 5.3 and shall be subject to the provisions of Section 3.4. The election under paragraph (e) above may be changed by the Participant at any time and shall be subject to the provisions of Section 3.4.

An Employee who was eligible under the provisions of Section 3.1 to participate under the deferral provisions of Section 4.3 may have elected to participate, altered the extent of his participation, or suspended or terminated his participation under such deferral provisions by having delivered a properly completed and executed Election Form to the Administrator. This form will have specified:

The election under paragraph (a) above was irrevocable with respect to the calendar year to which it applied. The election under paragraph (b) above may be changed as provided in Section 4.5 and shall be subject to the provisions of Section 3.4. The elections under paragraphs (c) and (d) above shall be irrevocable except as provided in Section 5.3 and shall be subject to the provisions of Section 3.4. The election under paragraph (e) above may be changed by the Participant at any time and shall be subject to the provisions of Section 3.4.

Notwithstanding any provision of this Article Three to the contrary, an Employee who was eligible to participate under the provisions of Sections 4.2 and 4.3 and who elected to participate under both Sections was required to coordinate and combine certain elections (stated below) into a single election that is applicable both to salary and/or bonuses deferred under Section 4.2 and Compensation deferred under Section 4.3. The elections that are coordinated into a single election under this Section 3.4 are:

The effective date of this Section 3.4 with respect to any Participant was the effective date of the Participant’s initial deferral under Section 4.2 or his initial deferral under Section 4.3, whichever was later.

The effective date for participation in the Plan by an Employee who was eligible to participate under Section 3.1 was the first day of the calendar year that immediately followed the calendar year in which the Administrator received the Employee’s Election Form. The effective date for participation in the Plan by a newly hired Employee who was eligible shall be the date that the Employee began active employment with the Company or an Affiliate as long as the Administrator had received the Employee’s Election Form prior to this date. The deferral of a Participant’s salary under Section 4.2 and/or the deferral of a Participant’s Compensation under Section 4.3 began or ended, as appropriate, as of the first pay period that ended in the calendar year that immediately followed the calendar year in which the Administrator received the Employee’s Election Form; provided that, in all events, the Employee’s Election Form was received by the Administrator before the beginning of such pay period. The deferral of any Participant bonus under Section 4.2 was effective as of the date such bonus would otherwise have been payable to the Participant.

ARTICLE FOUR

COMPENSATION DEFERRED

A Deferred Compensation Account was established for each Employee who properly completed, executed and delivered an Election Form under Section 3.2 and/or Section 3.3. The compensation each Participant elected to defer under Section 4.2 and/or any Supplemental Employee Contributions and Supplemental Company Contributions credited on the Participant’s behalf under Section 4.3 for calendar years beginning before January 1, 2005, as well as Hypothetical Interest earned on such deferred compensation, is credited to this Deferred Compensation Account. A Participant’s Deferred Compensation Account shall be kept only for bookkeeping and accounting purposes and no Company funds shall be transferred or designated to this account. A Participant’s interest in the Deferred Compensation Account maintained on his behalf shall be Vested at all times.

An Employee who was eligible to participate under the provisions of this Section 4.2 may have elected to defer receipt of up to 25% of his annual salary for services as an Employee of the Company or an Affiliate. In addition to, or in lieu of, a deferral of annual salary, a Participant may have elected to defer receipt of up to 100% of any annual bonus to be payable by the Company or an Affiliate. An election to defer salary and/or bonus was made by the end of the calendar year which preceded the calendar year in which the deferral election was effective and the compensation was earned. Compensation deferred under this Section 4.2 was credited to the Participant’s Deferred Compensation Account on the date such compensation would otherwise have been payable to the Participant.