Two-year employee stock purchase plan outside pension definition

P/OPINION 76-114
                                              3(2)


                     October 30, 1976



Dear          :

Thank you for your letter dated August 22, 1975, enclosing
EBS-ls for eight plans, listing ten informal plans that
you believe are exempt under the Employee Retirement
Income Security Act of 1974 (ERISA), naming two plans that
are applicable to a select number of senior executives,
and requesting a determination whether the (named)
Employees 1972 Stock Purchase Plan (Plan) is an employee
pension benefit plan within the meaning of section 3(2).
I am sorry we could not give you an earlier reply.

Since you do not give us any information other than the
name of the ten informal plans, we are unable to agree
that the plans are exempt under the ERISA. However,
section 2510.3-1 of the enclosed regulation issued
August 15, 1975, describes the conditions under which many
of the practices you list are exempt. Should you have
any questions in relation to any of the practices, please
furnish us with complete information about the practice so
that we may make a determination.

According to the information furnished in your letter
about the Stock Purchase Plan, employees are provided with
the opportunity to purchase shares of stock in the
Corporation through payroll deductions over a two-year
period. At the end of that period, the stock is issued to
the employee, or, if he so elects, his payroll deductions
are returned to him in full. You also state that the Plan
does not provide retirement income to employees and does
not result in a deferral of income to employees.

Section 3(2) of the ERISA defines an "employee pension
benefit plan" and "pension plan" as any plan, fund or
program which was heretofore or is hereafter established
or maintained by an employer or by an employee organiza-
tion, or by both, to the extent that by its express terms
or as a result of surrounding circumstances such plan,
fund, or program - (A) provides retirement income to
employees, or (B) results in a deferral of income by
employees for periods extending to the termination of
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P/OPINION 76-114

covered employment or beyond, regardless of the method of
calculating the contributions made to the plan, the method
of calculating the benefits under the plan or the method
of distributing benefits from the plan.

It appears, from the limited information furnished in your
letter, that the Stock Purchase Plan does not fall within
the definition of an "employee pension benefit plan"
because the Plan does not provide retirement income nor
contain provisions which result in the deferral of income
for periods extending to the termination of covered
employment and beyond.

Sincerely,



Enclosure