Unfunded management deferred compensation exception

P/OPINION 75-64


                                                       201✓
                                                       301
                                                       401


                         August 1, 1975


Dear              :

This is in reply to your letter dated April 9, 1975,
requesting a ruling that the deferred compensation plan
for select management employees of            Company
(the "Plan") is not subject to the coverage of the
Employee Retirement Income Security Act of 1974 (ERISA)
with respect to participation, funding, and vesting.
The Plan covers key executives and managerial employees
selected by the Compensation Committee and is unfunded.
The number of participants eligible in any single year
is limited to 115. Fewer than 4% of the active employees
are covered by the Plan and their average annual compensation
is more than $28,000 compared to $19,000 for all of the
Company's management employees.

Section 201(2) of the ERISA exempts a plan from the partici-
pation and vesting provisions if it is unfunded and is
maintained for the purpose of providing deferred compensation
for a select group of management or highly compensated employees.
Section 301(a)(3) exempts such plans from the funding provisions
and section 401(a)(1) from the fiduciary provisions. Based
on the above information the deferred compensation plan of
           Company would be exempt from the participation,
vesting, funding and fiduciary provisions of the ERISA.

Sincerely,