Key employee deferred compensation plan exception

P/OPINION 75-63


                                                       201✓
                                                       301
                                                       401


                          July 22, 1975


Dear              :

This is in reply to your letter of May 28, 1975, and Mr.
         letter of January 31, 1975, requesting a ruling
regarding the inapplicability of Parts 2, 3, and 4 of Title I
of the Employee Retirement Income Security Act of 1974 (ERISA)
to the             and Associated Companies Key Employees
Deferred Compensation and Retirement Plan (Key Plan). The
Key Plan is an unfunded plan of deferred compensation
providing retirement benefits for certain key employees
selected for participation by a committee or management.
Employees must earn at least $18,200, must be exempt from the
Fair Labor Standards Act as an administrative, supervisory
or professional employee, and must be classified as a key
employee by the Committee appointed to administer the plan
by the Executive Committee of the Board of Directors of

Based on the above information the Key Plan is deemed to
be exempt from coverage under Parts 2, 3, and 4 of Title
I by virtue of the fact that it is unfunded and is maintained
by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly
compensated employees (sections 201(2), 301(a)(3) and 401(a)(1).

Sincerely,