517 U.S. 882116 S.Ct. 1783135 L.Ed.2d 153
LOCKHEED CORP. et al.v.SPINKCertiorari to the United States Court of Appeals for the Ninth Circuit.
No. 95-809.
Supreme Court of the United States
Argued April 22, 1996
Decided June 10, 1996

Syllabus*
Because respondent Spink was 61 when petitioner Lockheed Corporation  reemployed him in 1979, he was excluded from participation in Lockheed's  retirement plan (Plan), as was then permitted by the Employee Retirement  Income Security Act of 1974 (ERISA).  Section 9203(a)(1) of the Omnibus  Budget Reconciliation Act of 1986 (OBRA) repealed ERISA's age-based  exclusion provision, and Section(s) 9201 and 9202 amended ERISA and the  Age Discrimination in Employment Act of 1967 (ADEA), respectively, to prohibit age-based benefit accrual rules.  To comply with OBRA, Lockheed  made Spink and other previously excluded employees Plan members, but  made clear that they would not receive credit for their pre-1988 service  years.  Lockheed subsequently added to the Plan two programs offering  increased pension benefits to employees who would retire early in  exchange for their waiver of any employment claims against Lockheed.  Not wishing to waive any ADEA or ERISA claims, Spink declined to  participate and retired without earning the extra benefits.  He then  filed suit, alleging among other things that Lockheed and respondent  board of directors members violated ERISA by amending the Plan to create the retirement programs, that respondent Retirement Committee members  violated ERISA by implementing the amended Plan, and that the OBRA  amendments to ERISA and the ADEA required that Spink's pre-1988 service  years be counted toward his benefits.  The District Court dismissed the  complaint for failure to state a claim, but the Court of Appeals  reversed in relevant part.  In finding the Plan amendments unlawful  under ERISA Section(s) 406(a)(1)(D)--which prohibits a fiduciary from  causing a plan to engage in a transaction that transfers plan assets to,  or involves the use of plan assets for the benefit of, a party in interest--the court decided that there was no need to address Lockheed's  status as a fiduciary.  It also found that Lockheed's refusal to credit  Spink with his pre-1988 service years violated the OBRA amendments,  which the court decided applied retroactively.
Held:
1.  ERISA Section(s) 406 does not prevent an employer from conditioning  the receipt of early retirement benefits upon plan participants' waiver  of employment claims.  Pp. 4-13.
(a) Unless a plaintiff shows that a fiduciary caused the plan to engage  in the allegedly unlawful transaction, there can be no Section(s)  406(a)(1) violation warranting relief.  Cf. Peacock v. Thomas, 516 U. S.  ___, ___. Thus, the Court of Appeals erred by not asking whether  fiduciary status existed in this case before finding a Section(s)  406(a)(1)(D) violation.  Pp. 5-6.
(b) Lockheed and the board of directors, as plan sponsors, were not  acting as fiduciaries when they amended the Plan.  Given ERISA's  definition of fiduciary and the applicability of the duties attending  that status, the rule that this Court announced with respect to the  amendment of welfare benefit plans in Curtiss-Wright Corp. v.  Schoonejongen, 514 U. S. ___, applies equally to the amendment of  pension plans.  Thus, when employers or other plan sponsors adopt,  modify, or terminate pension plans, they do not act as fiduciaries, id.,  ___, but are analogous to settlors of a trust.  Pp. 7-9.
(c) It is not necessary to decide whether the Retirement Comittee members acted as fiduciaries, because their payment of benefits pursuant  to the terms of an otherwise lawful plan was not a ``transaction''  prohibited by Section(s) 406(a)(1)(D). That section does not in direct  terms include an employer's payment of benefits.  And the "transactions"  prohibited by other provisions of Section(s) 406(a) generally involve  uses of plan assets that are potentially harmful to the plan.  The  payment of benefits conditioned on performance by plan participants  cannot reasonably be said to share that characteristic.  Pp. 9-13.
2.  OBRA Section(s) 9201 and 9202(a) do not apply retroactively to  require Lockheed to use pre-1988 service years in calculating Spink's  benefits. Congress expressly provided, in OBRA Section(s) 9204(a)(1),  that the amendments to ERISA and the ADEA would be effective with  respect to plan years beginning on or after January 1, 1988.   Since the  amendments' temporal effect is manifest on the statute's face, "there is  no need to resort to judicial default rules," Landgraf v. USI Film Products, Inc., 511 U. S. ___, ___, and inquiry is at an end.  Pp. 13-15.  60 F. 3d 616, reversed and remanded.
Thomas, J., delivered the opinion of the Court, in which Rehnquist, C.  J., and Stevens, O'Connor, Scalia, Kennedy, and Ginsburg, JJ., joined,  and in all but Part III-B of which Souter and Breyer, JJ., joined.  Breyer, J., filed an opinion concurring in part and dissenting in part,  in which Souter, J., joined.
Justice Thomas delivered the opinion of the Court.


1
In this case, we decide whether the payment of benefits pursuant  to an early retirement program conditioned on the participants' release  of employment-related claims constitutes a prohibited transaction under  the Employee Retirement Income Security Act of 1974 (ERISA), 88 Stat.  829, as amended, 29 U. S. C. Section(s) 1001 et seq.  We also determine  whether the 1986 amendments to ERISA and the Age Discrimination in  Employment Act of 1967 (ADEA), 81 Stat. 602, as amended, 29 U. S. C.  Section(s) 621 et seq., forbidding age-based discrimination in pension  plans apply retroactively.

I.

2
Respondent Paul Spink was employed by petitioner Lockheed Corporation from 1939 until 1950, when he left to work for one of Lockheed's competitors.  In 1979, Lockheed persuaded Spink to return.  Spink was 61 years old when he resumed employment with Lockheed.  At  that time, the terms of the Lockheed Retirement Plan for Certain  Salaried Individuals (Plan), a defined benefit plan, excluded from  participation employees who were over the age of 60 when hired.  This  was expressly permitted by ERISA.  See 29 U. S. C. Section(s)  1052(a)(2)(B) (1982 ed.).


3
Congress subsequently passed the Omnibus Budget Reconciliation  Act of 1986 (OBRA), Pub. L. 99-509, 100 Stat. 1874.  Section 9203(a)(1)  of OBRA, 100 Stat. 1979, repealed the age-based exclusion provision of  ERISA, and the statute now flatly mandates that "[n]o pension plan may  exclude from participation (on the basis of age) employees who have  attained a specified age."  29 U. S. C. Section(s) 1052(a)(2).  Sections 9201 and 9202 of OBRA, 100 Stat. 1973-1978, amended ERISA and the ADEA  to prohibit age-based cessations of benefit accruals and age-based  reductions in benefit accrual rates.  See 29 U. S. C. Section(s)  1054(b)(1)(H)(i), 623(i)(1).


4
In an effort to comply with these new laws, Lockheed ceased its  prior practice of age-based exclusion from the Plan, effective December  25, 1988.  As of that date, all employees, including Spink, who had  previously been ineligible to participate in the Plan due to their age  at the time of hiring became members of the Plan.  Lockheed made clear,  however, that it would not credit those employees for years of service  rendered before they became members.


5
When later faced with the need to streamline its operations, Lockheed amended the Plan to provide financial incentives for certain  employees to retire early.  Lockheed established two programs, both of  which offered increased pension benefits to employees who would retire  early, payable out of the Plan's surplus assets.  Both programs required  as a condition of the receipt of benefits that participants release any employment-related claims they might have against Lockheed. Though  Spink was eligible for one of the programs, he declined to participate  because he did not wish to waive any ADEA or ERISA claims.  He then  retired, without earning any extra benefits for doing so.


6
Spink brought this suit, in his individual capacity and on behalf of others similarly situated, against Lockheed and several of its  directors and officers.  Among other things, the complaint alleged that  Lockheed and the members of the board of directors violated ERISA's duty  of care and prohibited transaction provisions, 29 U. S. C. Section(s)  1104(a), 1106(a), by amending the Plan to create the retirement  programs.  Relatedly, the complaint alleged that the members of  Lockheed's Retirement Committee, who implemented the Plan as amended by  the board, violated those same parts of ERISA.  The complaint also  asserted that the OBRA amendments to ERISA and the ADEA required  Lockheed to count Spink's pre-1988 service years toward his accrued pension benefits.  For these alleged ERISA violations, Spink sought  monetary, declaratory, and injunctive relief pursuant to Section(s)  502(a)(2) and (3) of ERISA's civil enforcement provisions, 29 U. S. C.  Section(s) 1132(a)(2), (3).  Lockheed moved to dismiss the complaint for  failure to state a claim, and the District Court granted the motion.  60  F. 3d 616 (1995).  The Court of Appeals held that the amendments to


7
The Court of Appeals for the Ninth Circuit reversed in relevant  part. the Plan were unlawful under ERISA Section(s) 406(a)(1)(D), 29 U.  S. C. Section(s) 1106(a)(1)(D), which prohibits a fiduciary from causing  a plan to engage in a transaction that transfers plan assets to a party  in interest or involves the use of plan assets for the benefit of a  party in interest.  The court reasoned that because the amendments  offered increased benefits in exchange for a release of employment claims, they constituted a use of Plan assets to "purchase" a significant benefit for Lockheed.  60 F. 3d, at 624.  Though the court  found a violation of Section(s) 406(a)(1)(D), it decided that there was  no need to address Lockheed's status as a fiduciary.  Id., at 623, n. 5.  In addition, the Court of Appeals agreed with Spink that Lockheed had  violated the OBRA amendments by refusing to include Spink's service  years prior to 1988 in determining his benefits.  In so holding, the  court found that the OBRA amendments apply retroactively.  See id., at  620, n. 1.  We issued a writ of certiorari,  516 U. S. ___ (1996), and  now reverse.

II.

8
Nothing in ERISA requires employers to establish employee benefits plans.  Nor does ERISA mandate what kind of benefits employers  must provide if they choose to have such a plan.  Shaw v. Delta Air  Lines, Inc., 463 U. S. 85, 91 (1983); Alessi v. Raybestos-Manhattan,  Inc., 451 U. S. 504, 511 (1981).  ERISA does, however, seek to ensure  that employees will not be left empty-handed once employers have  guaranteed them certain benefits.  As we said in Nachman Corp. v.  Pension Benefit Guaranty Corporation, 446 U. S. 359 (1980), when  Congress enacted ERISA it "wanted to . . . mak[e] sure that if a worker  has been promised a defined pension benefit upon retirement--and if he  has fulfilled whatever conditions are required to obtain a vested benefit--he actually will receive it."  Id., at 375.  Accordingly, ERISA  tries to "make as certain as possible that pension fund assets [will] be  adequate" to meet expected benefits payments. Ibid.


9
To increase the chances that employers will be able to honor their benefits commitments--that is, to guard against the possibility of  bankrupt pension funds--Congress incorporated several key measures into  the Act.  Section 302 of ERISA sets minimum annual funding levels for  all covered plans, see 29 U. S. C. Section(s) 1082(a), 1082(b), and  creates tax liens in favor of such plans when those funding levels are  not met, see Section(s) 1082(f).  Sections 404 and 409 of ERISA impose  respectively a duty of care with respect to the management of existing  trust funds, along with liability for breach of that duty, upon plan fiduciaries.  See Section(s) 1104(a), 1109(a).  Finally, Section(s) 406  of ERISA prohibits fiduciaries from involving the plan and its assets in  certain kinds of business deals. See Section(s) 1106.  It is this last  feature of ERISA that is at issue today.


10
Congress enacted Section(s) 406 "to bar categorically a transaction that [is] likely to injure the pension plan." Commissioner  v. Keystone Consol. Industries, Inc., 508 U. S. 152, 160 (1993).  That  section mandates, in relevant part, that "[a] fiduciary with respect to  a plan shall not cause the plan to engage in a transaction, if he knows  or should know that such transaction constitutes a direct or indirect  . . . transfer to, or use by or for the benefit of a party in interest,  of any assets of the plan."  29 U. S. C. Section(s) 1106(a)(1)(D).1  The question here is whether this provision of ERISA prevents an employer from conditioning the receipt of early retirement benefits upon  the participants' waiver of employment claims.  For the following  reasons, we hold that it does not.

III.

11
Section 406(a)(1) regulates the conduct of plan fiduciaries, placing certain transactions outside the scope of their lawful authority.  When a fiduciary violates the rules set forth in Section(s)  406(a)(1), Section(s) 409 of ERISA renders him personally liable for any  losses incurred by the plan, any ill-gotten profits, and other equitable  and remedial relief deemed appropriate by the court.  See 29 U. S. C.  Section(s) 1109(a).  But in order to sustain an alleged transgression of Section(s) 406(a), a plaintiff must show that a fiduciary caused the  plan to engage in the allegedly unlawful transaction.2 Unless a  plaintiff can make that showing, there can be no violation of Section(s)  406(a)(1) to warrant relief under the enforcement provisions.  Cf.  Peacock v. Thomas, 516 U. S. __, __ (1996) (slip op., at 3-4) ("Section  502(a)(3) `does not, after all, authorize "appropriate equitable relief"  at large, but only "appropriate equitable relief for the purpose of  "redress[ing any] violations or . . . enforc[ing] any provisions" of  ERISA'") (quoting Mertens v. Hewitt Associates, 508 U. S. 248, 253 (1993)). The Court of Appeals erred by not asking whether fiduciary  status existed in this case before it found a violation of Section(s)  406(a)(1)(D).3

A.

12
We first address the allegation in Spink's complaint that Lockheed and the board of directors breached their fiduciary duties when  they adopted the amendments establishing the early retirement programs.  Plan sponsors who alter the terms of a plan do not fall into the  category of fiduciaries.  As we said with respect to the amendment of  welfare benefit plans in Curtiss-Wright Corp. v. Schoonejongen, 514 U.  S. ___ (1995), "[e]mployers or other plan sponsors are generally free  under ERISA, for any reason at any time, to adopt, modify, or terminate welfare plans."  Id., at ___  (slip op., at 4) (citing Adams v. Avondale  Industries, Inc., 905 F. 2d 943, 947 (CA6 1990)).  When employers  undertake those actions, they do not act as fiduciaries, 514 U. S., at  ___ (slip op., at ___), but are analogous to the settlors of a trust,  see Johnson v. Georgia-Pacific Corp., 19 F. 3d 1184, 1188 (CA7 1994).


13
This rule is rooted in the text of ERISA's definition of fiduciary. See 29 U. S. C. Section(s) 1002(21)(A) (quoted n. 2, supra).  As the Second Circuit has observed, "only when fulfilling certain  defined functions, including the exercise of discretionary authority or  control over plan management or administration," does a person become a  fiduciary under Section(s) 3(21)(A).  Siskind v. Sperry Retirement  Program, Unisys, 47 F. 3d 498, 505 (1995).  "[B]ecause [the] defined functions [in the definition of fiduciary] do not include plan design,  an employer may decide to amend an employee benefit plan without being  subject to fiduciary review." Ibid.  We recently recognized this very  point, noting that "it may be true that amending or terminating a plan  . . . cannot be an act of plan `management' or `administration.'"  Varity Corp. v. Howe, 516 U. S. __, __ (1995) (slip op., at 15).  As  noted above, we in fact said as much in Curtiss-Wright, see 514 U. S.,  at ___ (slip op., at ___), at least with respect to welfare benefit  plans.


14
We see no reason why the rule of Curtiss-Wright should not be extended to pension benefit plans.  Indeed, there are compelling reasons  to apply the same rule to cases involving both kinds of plans, as most  Circuit Courts have done.4  The definition of fiduciary makes no  distinction between persons exercising authority over welfare benefit  plans and those exercising authority over pension plans.  It speaks  simply of a "fiduciary with respect to a plan,"  29 U. S. C. Section(s)  1002(21)(A), and of "management" and "administration" of "such plan,"  ibid.  And ERISA defines a "plan" as being either a welfare or pension  plan, or both. See Section(s) 1002(3).  Likewise, the fiduciary duty provisions of ERISA are phrased in general terms and apply with equal  force to welfare and pension plans.  See, e.g., Section(s) 1104(a)  (specifying duties of a "fiduciary . . . with respect to a plan").  See  also Shaw v. Delta Air Lines, Inc., 463 U. S., at 91 (ERISA "sets  various uniform standards, including rules concerning . . . fiduciary  responsibility, for both pension and welfare plans").  Given ERISA's  definition of fiduciary and the applicability of the duties that attend  that status, we think that the rules regarding fiduciary  capacity--including the settlor-fiduciary distinction--should apply to  pension and welfare plans alike.


15
Lockheed acted not as a fiduciary but as a settlor when it amended the terms of the Plan to include the retirement programs. Thus,  Section(s) 406(a)'s requirement of fiduciary status is not met.  While  other portions of ERISA govern plan amendments, see, e.g., 29 U. S. C.  Section(s) 1054(g) (amendment generally may not decrease accrued  benefits); Section(s) 1085b (if adoption of an amendment results in  underfunding of a defined benefit plan, the sponsor must post security  for the amount of the deficiency), the act of amending a pension plan  does not trigger ERISA's fiduciary provisions.

B.

16
Spink also alleged that the members of Lockheed's Retirement Committee who implemented the amended Plan violated Section(s) 406(a)(1)(D).  As with the question whether Lockheed and the board members can be held liable under ERISA's fiduciary rules, the Court of  Appeals erred in holding that the Retirement Committee members violated  the prohibited transaction section of ERISA without making the requisite  finding of fiduciary status.  It is not necessary for us to decide the  question whether the Retirement Committee members acted as fiduciaries  when they paid out benefits according to the terms of the amended Plan,  however, because we do not think that they engaged in any conduct prohibited by Section(s) 406(a)(1)(D).


17
The "transaction" in which fiduciaries may not cause a plan to  engage is one that "constitutes a direct or indirect . . . transfer to,  or use by or for the benefit of a party in interest, of any assets of  the plan."  29 U. S. C. Section(s) 1106(a)(1)(D).  Spink reads  Section(s) 406(a)(1)(D) to apply in cases where the benefit received by  the party in interest--in this case, the employer--is not merely a  "natural inciden[t] of the administration of pension plans."  Brief for  Respondent 10. Lockheed, on the other hand, maintains that a plan administrator's payment of benefits to plan participants and beneficiaries pursuant to the terms of an otherwise lawful plan5 is  wholly outside the scope of Section(s) 406(a)(1)(D).  See Reply Brief  for Petitioners 10.  We agree with Lockheed.


18
Section 406(a)(1)(D) does not in direct terms include the payment of benefits by a plan administrator.  And the surrounding provisions suggest that the payment of benefits is in fact not a "transaction" in the sense that Congress used that term in Section(s)  406(a).  Section 406(a) forbids fiduciaries from engaging the plan in  the "sale," "exchange," or "leasing" of property, 29 U. S. C. Section(s)  1106(a)(1)(A); the "lending of money" or "extension of credit,"  Section(s) 1106(a)(1)(B); the "furnishing of goods, services, or  facilities," Section(s) 1106(a)(1)(C); and the "acquisition . . . of any  employer security or employer real property," Section(s) 1106(a)(1)(E), with a party in interest.  See also Section(s) 1108(b) (listing similar  types of "transactions").  These are commercial bargains that present a  special risk of plan underfunding because they are struck with plan  insiders, presumably not at arms-length.  See Commissioner v. Keystone  Consol. Industries, Inc., 508 U. S., at 160.  What the "transactions"  identified in Section(s) 406(a) thus have in common is that they  generally involve uses of plan assets that are potentially harmful to  the plan.  Cf. id., at 160-161 (reasoning that a transfer of  unencumbered property to the plan by the employer for the purpose of  applying it toward the employer's funding obligation fell within  Section(s) 406(a)(1)'s companion tax provision, 26 U. S. C. Section(s)  4975, because it could "jeopardize the ability of the plan to pay promised benefits").  The payment of benefits conditioned on performance  by plan participants cannot reasonably be said to share that  characteristic.


19
According to Spink and the Court of Appeals, however, Lockheed's  early retirement programs were prohibited transactions within the  meaning of Section(s) 406(a)(1)(D) because the required release of  employment-related claims by participants created a "significant  benefit" for Lockheed.  60 F. 3d, at 624. Spink concedes, however, that  among the "incidental" and thus legitimate benefits that a plan sponsor  may receive from the operation of a pension plan are attracting and  retaining employees, paying deferred compensation, settling or avoiding strikes, providing increased compensation without increasing wages,  increasing employee turnover, and reducing the likelihood of lawsuits by  encouraging employees who would otherwise have been laid off to depart  voluntarily.  Brief for Respondent 11.


20
We do not see how obtaining waivers of employment-related claims  can meaningfully be distinguished from these admittedly permissible  objectives.  Each involves, at bottom, a quid pro quo between the plan  sponsor and the participant: that is, the employer promises to pay  increased benefits in exchange for the performance of some condition by  the employee.  By Spink's admission, the employer can ask the employee  to continue to work for the employer, to cross a picket line, or to  retire early. The execution of a release of claims against the employer  is functionally no different; like these other conditions, it is an act  that the employee performs for the employer in return for benefits.  Certainly, there is no basis in Section(s) 406(a)(1)(D) for  distinguishing a valid from an invalid quid pro quo.  Section 406(a)(1)(D) simply does not address what an employer can and cannot ask  an employee to do in return for benefits.  See generally Alessi v.  Raybestos-Manhattan, Inc., 451 U. S., at 511 (ERISA "leaves th[e]  question" of the content of benefits "to the private parties creating  the plan. . . . [T]he private parties, not the Government, control the  level of benefits").6  Furthermore, if an employer can avoid  litigation that might result from laying off an employee by enticing him  to retire early, as Spink concedes, it stands to reason that the employer can also protect itself from suits arising out of that retirement by asking the employee to release any employment-related  claims he may have.7


21
In short, whatever the precise boundaries of the prohibition in  Section(s) 406(a)(1)(D), there is one use of plan assets that it cannot  logically encompass: a quid pro quo between the employer and plan  participants in which the plan pays out benefits to the participants  pursuant to its terms.  When Section(s) 406(a)(1)(D) is read in the  context of the other prohibited transaction provisions, it becomes clear  that the payment of benefits in exchange for the performance of some condition by the employee is not a "transaction" within the meaning of  Section(s) 406(a)(1).  A standard that allows some benefits agreements  but not others, as Spink suggests, lacks a basis in Section(s)  406(a)(1)(D); it also would provide little guidance to lower courts and  those who must comply with ERISA. We thus hold that the payment of  benefits pursuant to an amended plan, regardless of what the plan  requires of the employee in return for those benefits, does not  constitute a prohibited transaction.8

IV.

22
Finally, we address whether Section(s) 9201 and 9202(a) of OBRA,  which amended respectively the ADEA and ERISA to prohibit age-based  benefit accrual rules, apply retroactively.9  Two Terms ago, we set  forth the proper approach for determining the retroactive effect of a  statute in Landgraf v. USI Film Products, Inc., 511 U. S. __ (1994).  We  stated that "[w]hen a case implicates a federal statute enacted after  the events in suit, the court's first task is to determine whether  Congress has expressly prescribed the statute's proper reach."  Id., at  ___ (slip op., at 36). Thus, we must determine whether Congress has plainly delineated the temporal scope of the OBRA amendments to ERISA  and the ADEA.


23
Section 9204(a)(1) of OBRA, 100 Stat. 1979, expressly provides  that "[t]he amendments made by sections 9201 and 9202 shall apply only  with respect to plan years beginning on or after January 1, 1988, and  only to employees who have 1 hour of service in any plan year to which  such amendments apply."  29 U. S. C. Section(s) 623 note.  This language  compels the conclusion that the amendments are prospective.  For plan  years that began on or after January 1, 1988, age-based accrual rules  are unlawful under the amendments; further, only employees who have one  hour of service in such a plan year are entitled to the protection of the amendments.  But for plan years prior to the effective date, employers cannot be held liable for using age-based accrual rules. Where, as here, the temporal effect of a statute is manifest on its  face, "there is no need to resort to judicial default rules," Landgraf  v. USI Film Products, Inc., 511 U. S., at __ (slip op., at 36), and  inquiry is at an end.


24
Notwithstanding the clarity of Section(s) 9204(a)(1), the Court  of Appeals believed that the text of Section(s) 9201 and 9202(a) require  retroactive application of the benefit accrual rules.  To deny an  employee credit for service years during which he was excluded from the  plan based on age, even though that exclusion was lawful at the time,  the Court of Appeals reasoned, is to reduce the rate of benefits accrual  for that employee.10 60 F. 3d, at 620.  When Congress includes a  provision that specifically addresses the temporal effect of a statute,  that provision trumps any general inferences that might be drawn from the substantive provisions of the statute.  See generally Morales v.  Trans World Airlines, Inc., 504 U. S. 374, 384 (1992); Fourco Glass Co.  v. Transmirra Products Corp., 353 U. S. 222, 228-229 (1957).  Even if it  were proper to disregard the express time limitations in Section(s)  9204(a)(1) in favor of more general language, Section(s) 9201 and  9202(a) cannot bear the weight of the Court of Appeals' construction.  A  reduction in total benefits due is not the same thing as a reduction in  the rate of benefit accrual; the former is the final outcome of the calculation, whereas the latter is one of the factors in the equation.


25
The judgment of the Court of Appeals is reversed, and the case  is remanded for further proceedings consistent with this opinion.


26
It is so ordered.


27
djq  Justice Breyer, with whom Justice Souter joins, concurring in part and dissenting in part.


28
I join the Court's opinion except for its conclusion in Part III-B that "the payment of benefits pursuant to an amended plan, regardless of what the plan requires of the employee in return for those  benefits, does not constitute a prohibited transaction." Ante, at 13.  The legal question addressed in Part III-B is a difficult one, which we  need not here answer and which would benefit from further development in  the lower courts, where interested parties who are experienced in these  highly technical, important matters could present their views.  Accordingly, I would follow the suggestion of the Solicitor General that  the Court not reach the issue in this case.



*
 The syllabus constitutes no part of the opinion of the Court but has been prepared by the Reporter of Decisions for the convenience  of the reader.  See United States v. Detroit Lumber Co., 200 U. S. 321,  337.


1
 Section 408 enumerates specific exceptions to the  prohibitions in Section(s) 406.  See 29 U. S. C. Section(s) 1108(b).  Lockheed does not argue that any of these exceptions pertain to this  case.


2
 ERISA Section(s) 3(21)(A) provides: "[A] person is a  fiduciary with respect to a plan to the extent (i) he exercises any discretionary authority or discretionary control respecting management  of such plan or exercises any authority or control respecting management  or disposition of its assets, (ii) he renders investment advice for a  fee or other compensation, direct or indirect, with respect to any  moneys or other property of such plan, or has any authority or  responsibility to do so, or (iii) he has any discretionary authority or  discretionary responsibility in the administration of such plan."  29   U. S. C. Section(s) 1002(21)(A).


3
 Instead of pursuing this inquiry, the Court of Appeals  found that Lockheed was a "party in interest" under Section(s) 3(14)(C), and asserted that "a party in interest who benefitted from an impermissible transaction can be held liable under ERISA."  60 F. 3d  316, 623 (1995).  For that same proposition, several Courts of Appeals  have relied on statements in Mertens v. Hewitt Associates, 508 U. S. 248   (1993), that "ERISA contains various provisions that can be read as  imposing obligations upon nonfiduciaries," id., at 253-254; see also  id., at 254, n. 4 (citing Section(s) 406(a)), and that "[p]rofessional  service providers . . . must disgorge assets and profits obtained  through participation as parties-in-interest in transactions prohibited by Section(s) 406," id., at 262.  See, e.g., Reich v. Stangl, 73 F. 3d  1027, 1031-1032 (CA10 1996), cert. pending, No. 95-1631; Landwehr v.  DuPree, 72 F. 3d 726, 733-734 (CA9 1995); Reich v. Compton, 57 F. 3d  270, 285 (CA3 1995).  Insofar as they apply to Section(s) 406(a), these  statements in Mertens (which were in any event dicta, since Section(s)  406(a) was not at issue) suggest liability for parties in interest only  when a violation of Section(s) 406(a) has been established--which, as we  have discussed, requires a showing that a fiduciary caused the plan to engage in the transaction in question.  The Court of Appeals thus was  not necessarily wrong in saying that "a party in interest who benefitted  from an impermissible transaction can be held liable under ERISA"   (emphasis added); but the only transactions rendered impermissible by  Section(s) 406(a) are transactions caused by fiduciaries.


4
 See, e.g., Siskind v. Sperry Retirement Program, Unisys, 47  F. 3d 498, 505 (CA2 1995); Averhart v. US WEST Management Pension Plan,  46 F. 3d 1480, 1488 (CA10 1994); Fletcher v. Kroger Co., 942 F. 2d 1137,  1139-1140 (CA7 1991); Hozier v. Midwest Fasteners, Inc., 908 F. 2d 1155,  1160-1162 (CA3 1990) (listing cases); Sutton v. Weirton Steel Div. of  Nat. Steel Corp., 724 F. 2d 406, 411 (CA4 1983), cert. denied, 467 U. S.  1205 (1984).


5
 As Lockheed notes, see Brief for Petitioners 13; Reply  Brief for Petitioners 7, n. 4, there is no claim in this case that the amendments resulted in any violation of the participation, funding, or vesting requirements of ERISA.  See 29 U. S. C. Section(s) 1051-1061   (participation and vesting); Section(s) 1081-1086 (funding).


6
 Indeed, federal law expressly approves the use of early retirement incentives conditioned upon the release of claims.  The Older  Workers Benefit Protection Act, Pub. L. 101-433, 104 Stat. 983 (1990),  establishes requirements for the enforceability of employee waivers of  ADEA claims made in exchange for early retirement benefits.  See 29 U.  S. C. Section(s) 626(f).  Of course, the enforceability of a particular  waiver under this and other applicable laws, including state law, is a  separate issue from the question whether such an arrangement violates  ERISA's prohibited transaction rules.  But absent clearer indication  than what we have in Section(s) 406(a)(1)(D), we would be reluctant to infer that ERISA bars conduct affirmatively sanctioned by other federal  statutes.


7
 Spink's amicus the United States suggests that Section(s) 406(a)(1)(D) is not violated so long the employer provide benefits as  compensation for the employee's labor, not for other things such as a  release of claims.  See Brief for United States as Amicus Curiae 15-16.  But the Government contradicts its own rule with the examples it gives  of lawful plans. For instance, the Government recognizes that "[a]n  employer may provide increased pension benefits as an incentive for  early retirement."  Id., at 20.  While retirement benefits themselves  may be defined as deferred wages, an increase in retirement benefits as  part of an early retirement plan does not compensate the employee so  much for services rendered as for the distinct act of leaving the company sooner than planned.  The standard offered by the Government is  thus of little help in identifying transactions prohibited by Section(s)  406(a)(1)(D).


8
 If the benefits payment were merely a sham transaction,  meant to disguise an otherwise unlawful transfer of assets to a party in interest, or involved a kickback scheme, that might present a different  question from the one before us.  Spink does not suggest that Lockheed's  payment was a cover for an illegal scheme, only that payment of the  benefits conditioned on the release was itself violative of Section(s)  406(a)(1)(D).


9
 Section 9203(a)(1) of OBRA, amending ERISA to prevent the exclusion of employees of a certain age from plan participation applies  "only with respect to plan years beginning on or after January 1, 1988,  and only with respect to service performed on or after such date."  OBRA  Section(s) 9204(b), 100 Stat. 1980.  The Court of Appeals acknowledged  that Lockheed fully complied with that amendment by admitting Spink as a  member of the Plan as of December 25, 1988, the first day of Lockheed's  1988 plan year.


10
 See 29 U. S. C. Section(s) 1054(b)(1)(H)(i) (OBRA  Section(s) 9202(a)) (defined benefit plan violates ERISA's benefit  accrual requirements "if, under the plan, an employee's benefit accrual is ceased, or the rate of an employees's benefit accrual is reduced,  because of the attainment of any age"); Section(s) 623(i)(1)(A) (OBRA  Section(s) 9201) (forbidding employers from establishing or maintaining  a defined benefit plan that "requires or permits . . . the cessation of  an employee's benefit accrual, or the reduction of the rate of an  employee's benefit accrual").


