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May 27, 1997


The opinion of the court was delivered by: SPATT

 SPATT, District Judge:

 This lawsuit, which was commenced on September 16, 1994, arises from the claims of the plaintiffs, Klaus Eckardt ("Eckardt"), Ralph Weil ("Weil"), Barbara King ("King"), Ernest Mueller ("Mueller") and Alvin Schein ("Schein," collectively the "plaintiffs"), against the defendants Wiebel Tool Company, Inc. ("Wiebel"), WTC Acquisition Corporation ("WTC"), Paul Alessandrini, Jr. ("Alessandrini Jr."), Paul Alessandrini, Sr. (Alessandrini, Sr.," the "Alessandrini Defendants"), Heinz Bauer ("Bauer"), Jack Mangesian ("Mangesian"), the Estate of Rose K. Wiebel (the "Estate") and Equitable Life Assurance Society of the United States ("Equitable," collectively the "defendants") for retirement benefits allegedly owed pursuant to the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. §§ 1001 et seq. and a related state law claim for intentional infliction of emotional distress. Presently before the Court are three motions for summary judgment: (1) by defendants Bauer and the Estate; (2) by Equitable; and (3) by the Alessandrini Defendants. In addition, Lawrence S. Brochin, Esq. moves to be relieved as counsel to defendant Jack Mangesian.

 I. Background

 Plaintiffs Ralph Weil, Barbara King, Ernest Mueller and Alvin Schein are residents of Suffolk County, New York. Klaus Eckardt is a resident of Nassau County. At all relevant times, Wiebel was a New York corporation doing business in East Setauket, New York and WTC was also a New York corporation doing business in Hauppauge, New York. According to the Amended Complaint, Mangesian and the Alessandrini defendants are officers and principal shareholders of WTC, which purchased Wiebel in 1990. Equitable is a New York corporation with offices in New York City. The Estate of Rose K. Wiebel, Madalene W. Loheac, Executrix, is an estate filed with and under the jurisdiction of the Surrogate's Court of Suffolk County.

 The plaintiffs are all former employees of Wiebel who began working for the company when it was owned by Rose K. Wiebel, her son Phillip C. Wiebel and his wife Barbara Wiebel Phillip died in October 1984. In 1985, Rose purchased Barbara's share's in the company. In late 1985 or early 1986, Heinz Bauer, Rose's nephew, purchased a 20 percent interest in Wiebel. Rose died in November 1989. In November 1990, Bauer and the Estate sold their interests in Wiebel to WTC, which was owned by the Alessandrini Defendants and Jack Mangesian. After the sale however, Bauer continued to work for Wiebel as the company's vice president until January 1992.

 Eckardt began working at Wiebel on September 26, 1973 and was a "Honer Leadman" when he was discharged. Weil was hired on May 5, 1980 and was a Plant Supervisor at the time of his discharge. King was hired in April 1978 and was an Office Manager at the time she was terminated. Mueller was hired on February 2, 1972 and was a Project Engineer when he was terminated. Schein began working for Wiebel Tool on August 19, 1979 and was a Quality Control Manager at the time he was discharged. The plaintiffs were all terminated on February 5, 1993 when Wiebel ceased its operations.

 During the their employment, each plaintiff became a participant in a deferred compensation plan (the "Plan") which the they contend was governed by ERISA. According to the Amended Complaint, on June 3, 1981, each of the plaintiffs entered into an agreement providing in relevant part:

At any time after [a date that varied depending on the employee], which is hereinafter referred to as the Retirement Date, said Employee may retire from the active and daily service of the Corporation. Upon such retirement the Corporation shall pay to said Employee an annual compensation of [a specified salary depending upon the employee] for a total period of 10 years of monthly installments of [a similarly specified amount] payable upon the first business day for 120 months of each calendar month beginning in the month after his retirement. If said [employee] should die after retirement but before the expiration of 10 years or 120 months from the date thereof, the Corporation will continue to make the monthly payments of [the specified amount] to the spouse [of the employee] for the balance of the 10 years or the 120 months. If spouse is not then living or if she should die before the balance of the 120 month installments have been paid, such balance of the said 120 month installments shall be paid to [his or her] children of equal shares of the survival of them.

 Am. Compl. P 23. This agreement was presented to each of the plaintiffs for signature by Joseph Clymas, an Equitable Insurance agent. The Plan provided for payment to each of the plaintiffs as follows:

Klaus Eckardt:
Benefits payable beginning October 20, 2003 on a monthly basis at the rate of $ 7,000 per year;
Ralph Weil:
Benefits payable beginning May 17, 1995 on a monthly basis at the rate of $ 14,500 per year;
Barbara King:
Benefits payable beginning April 2, 2000 on a monthly basis at the rate of $ 8,000 per year;
Ernest Mueller:
Benefits payable beginning July 6, 1997 on a monthly basis at the rate of $ 18,000 per year; and
Alvin Schein:
Benefit payable beginning December 25, 1995 on a monthly basis at the rate of $ 14,500 per year.

 Am. Compl. P 25.

 On June 27, 1985, a "Modification of the Agreement of June 1981" was announced by the company (the "Modification"). The Modification contained "a statement of continuance" of the Plan in the event that the corporation was sold. With respect to determining the amount of benefits, the Modification provided:

2(b) Determination of Amount of Obligation. The Corporation shall pay the Employee an amount which shall be determined from time to time by reference to the cash surrender value (including any accumulated dividends) of the Life insurance policy or policies ("Policies") on Employee's life presently maintained and owned by the Corporation. The amount of the Corporation's initial obligation shall be an amount equal to 25% of the cash surrender value (including any accumulated dividends) of the Policies on June 1, 1985. The cash surrender value including any accumulated dividends was [a specified amount which differed in each agreement, as of] June 1, 1985. Thereafter the amount of the Corporation's obligation shall be adjusted as of June 1 of each year as follows: the percentage payable to the Employee shall increase by 5 (five) percentage points for each twelve consecutive twelve month period of employment subsequent to June 1, 1985, and the amount payable shall be equal to the result obtained by applying the new percentage to the cash surrender value (including any accumulated dividends) of the Policies on each June 1 during Employee's employment. The final amount payable to the Employee shall be determined as of the first day of June immediately preceding his date of termination.

 Reply Affirmation of Edward R. Hopkins, Exh. B.

 In an explanatory letter dated June 27, 1985 signed by Rose Wiebel and Barbara Wiebel, the company explained that "in order to provide an appropriate measure of your vested interest, we will be using the cash surrender value (supplemented by any dividends) under a certain insurance policy or policies on your life, owned by the Company." Id. Exh. B-1. This letter, by its terms provides that the Modification is intended as a "supplement[]" to the 1981 Agreement.

 The plaintiffs allege that the Plan was fully funded by contributions made in the form of premiums paid to Defendant Equitable from 1981 through 1991, and that the insurance policies issued for them "were titled in the name of Wiebel Tool Corporation" and included the name of each employee and a "special number." Am. Compl. P 21.

 The plaintiffs contend that after WTC acquired Wiebel Tool in 1990, Defendant Mangesian began harassing employees in an effort to get them to quit. His purpose was to reduce pension obligations and permit the defendants to borrow against pension plan assets. Toward this end, Mangesian sought a loan against the Plan from Equitable. In response Equitable demanded an acknowledgment from each covered employee that he or she had ...

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