Advisory Opinion 1975-63

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).