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October 24, 1995


The opinion of the court was delivered by: BASSLER


 Both parties move for summary judgment pursuant to Federal Rules of Civil Procedure 56(c). This Court's jurisdiction is pursuant to Section 502 of the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. § 1132(a) and 28 U.S.C. §§ 1331 and 1337.

 The parties do not dispute any material facts. Rather, they disagree as to whether certain employees of the American Telephone and Telegraph Company ("AT&T") were improperly denied benefits under the AT&T Pension Plan ("AT&T Plan"). Plaintiff's Complaint sets forth two principal causes of action. First, it seeks a determination under ERISA that the AT&T Plan administrators incorrectly rejected Plaintiffs' claims for commencement of pension benefits. Second, it claims that by refusing to provide Plaintiffs with a service pension, AT&T changed the AT&T Plan in violation of certain collective bargaining agreements and seeks to enforce those agreements under Section 301 of the Labor Management Relations Act ("LMRA"), 29 U.S.C. § 185.

 Because the Court's resolution of the ERISA claims moots the LMRA claims, the Court considers only Plaintiff's ERISA claims. Further, because Plaintiff Robert Kenyon is the only party fully to have exhausted his administrative remedies, the Court considers only his ERISA claims in this Opinion and Order. For the reasons discussed below, the Court grants summary judgment in favor of the Defendants as to Plaintiff Robert Kenyon's ERISA claims and dismisses the LMRA claims as moot.


 A. The NCR Acquisition

 In May 1991, AT&T acquired the NCR Corporation ("NCR"). (Joint Stipulation of Facts and Pertinent Portions of Relevant Documents at P 14 ("Stipulation at ")). NCR became, and still is, a wholly-owned subsidiary of AT&T within the controlled group of AT&T companies. (Stipulation at P 14). As a result of the merger, AT&T and NCR consolidated their computer operations and a number of former AT&T employees began working for NCR. AT&T employees affected by the merger were given three options: (1) AT&T would assist them in securing employment with NCR; (2) AT&T would attempt to transfer employees who wished to remain with AT&T to other AT&T divisions; or (3) eligible AT&T employees who did not transfer to NCR or an AT&T affiliate could begin to receive their pension benefits under the AT&T Pension Plan ("AT&T Plan"). (Affidavit of Allen B. Miles at P 5); Communications Workers of American v. AT&T, 828 F. Supp. 73 (D.D.C. 1993), rev'd, 309 U.S. App. D.C. 170, 40 F.3d 426 (D.C.Cir. 1994). Approximately 500 AT&T employees began working for NCR after the merger. (Affidavit of Allen B. Miles at P 6).

 B. The NCR-AT&T Interchange Agreement

 On September 17, 1991, NCR executed an agreement to enter into an Interchange Agreement with AT&T (Stipulation at Exhibit E). The parties signed the NCR/AT&T Interchange Agreement on December 11, 1991, and it was made retroactively effective September 20, 1991. (Interchange Agreement, Stipulation at Exhibit F, at 6). The NCR/AT&T Interchange Agreement provides for the portability of pension service credit between the two companies, which means that upon retirement from NCR, former AT&T employees will be eligible to receive whatever AT&T benefits the employee earned at AT&T. See Communications Workers of America v. AT&T, 40 F.3d 426, 429 (D.C.Cir. 1994). The NCR/AT&T Interchange Agreement prohibits former AT&T employees hired by NCR from receiving AT&T Plan benefits while employed by NCR. Id.

 C. The AT&T Plan Language

 The parties' dispute centers on the interpretation of the various provisions of the AT&T Plan summarized below.

 The AT&T Plan is qualified under Section 401 of the Internal Revenue Code, 26 U.S.C. § 401. In accordance with ERISA, the AT&T Plan provides that employees who satisfy certain age and service requirements are eligible to receive service pensions from the AT&T Plan if they retire from active service from AT&T or its affiliates or subsidiaries. (AT&T Plan § 4, P 1(a). *fn1" ) The AT&T Plan further provides that a pension-eligible employee who leaves active service with one AT&T company to accept employment with another "Participating Company," or immediate reemployment by a company with which AT&T has an "Interchange Agreement," *fn2" may not receive pension payments during the period of employment with that company. *fn3" Id.; see note 1. Section Eight, Paragraph 1 of the AT&T Plan provides: "Agreement may be made by the Company [AT&T] on behalf of all Participating Companies, with any Associated or Allied Company or any Former Affiliate for an interchange with that company of the benefit obligations to which such company may be subject." The terms "Former Associated or Allied Company" and "Former Affiliate" are defined to mean certain former Bell system companies and their subsidiaries, but do not include NCR. (AT&T Plan at § 2, P 2, 7. *fn4" ) The term "Participating Company" is defined to include AT&T and its subsidiaries which decide to participate in the AT&T Plan, but does not expressly include NCR. (AT&T Plan at § 2, P 16. *fn5" ) Nowhere does the AT&T Plan define "Associated or Allied Company."

 D. Plaintiff Robert Kenyon's Administrative Action

 Plaintiffs filed this action after the EBC rejected Kenyon's appeal. Because Kenyon has exhausted his administrative remedies and the administrative record is before this Court, the Court may properly consider Kenyon's ERISA claims. See Communications Workers of America v. AT&T, 40 F.3d 426 (D.C.Cir. 1994) (holding that district court abused its discretion by considering ERISA claims before plaintiffs exhausted administrative remedies). Accordingly, the Court limits its decision to Kenyon's ERISA claims.


 A. Summary Judgment Standard

 The standard for granting summary judgment pursuant to Federal Rule of Civil Procedure 56 is a stringent one. Summary judgment is appropriate only if all the probative materials of record "show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Fed. R. Civ. P. 56(c); Hersh v. Allen Prods. Co., 789 F.2d 230, 232 (3d Cir. 1986); Lang v. New York Life Ins. Co., 721 F.2d 118, 119 (3d Cir. 1983). Significantly, "at the summary judgment stage the judge's function is not himself to weigh the evidence and determine the truth of the matter ...

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