No. 656, Docket 88-7749.United States Court of Appeals, Second Circuit.Argued February 9, 1989.
Decided February 13, 1989.
Stephen A. Agus, New York City (Purrington, McConnell Agus, Albert A. Hatem, of counsel), for plaintiffs-appellants.
Barbara A. Leininger, New York City (Oppenheimer Wolff
Donnelly, W. Hubert Plummer, of counsel), for defendant-appellee Control Data Corp.
Appeal from United States District Court for the Southern District of New York.
Before FEINBERG, KEARSE and WINTER, Circuit Judges.
 Plaintiffs, 16 former employees of IBM and then Control Data Corporation (CDC), appeal from a judgment of the United States District Court for the Southern District of New York, Whitman Knapp, J., granting summary judgment to defendant CDC in this action based on the Employee Retirement Income Security Act (ERISA), 29 U.S.C. § 1001 et seq. CDC sold one of its divisions to Automatic Data Processing, Inc. (ADP) in 1985, and plaintiffs are now employed by ADP. Nevertheless, they claim that they are still entitled to employee benefits from CDC.
 The factual background of this case is summarized in a prior opinion of this court, reported at 836 F.2d 126 (2d Cir. 1987), and a prior opinion of the district court, reported at 658 F.Supp. 881 (S.D.N.Y. 1987). The district court, in that opinion, granted summary judgment for plaintiffs on the issue of severance benefits. This court reversed on that issue and ruled that the plan administrator had not, under ERISA, acted arbitrarily and capriciously in denying severance benefits. However, we remanded to allow the district court to consider whether plaintiffs are entitled to continued overall benefits under a Benefits Agreement entered into by Control Data and IBM, plaintiffs’ previous employer.
 On remand, the district court held for defendant principally on the ground that plaintiffs are no longer “eligible employees” according to the terms of the Benefits Agreement. We affirm for the reasons stated in the district court’s opinion, reported at 704 F.Supp. 517 (S.D.N.Y. 1988).