No. 929, Docket 91-7906.

964 F.2d 142 (1992)

FINANCIAL INSTITUTIONS RETIREMENT FUND, Plaintiff-Appellee, Federal Home Loan Bank of Boston; Federal Home Loan Bank of New York; Federal Home Loan Bank of Pittsburgh; Federal Home Loan Bank of Atlanta; Federal Home Loan Bank of Cincinnati; Federal Home Loan Bank of Indianapolis; Federal Home Loan Bank of Chicago; Federal Home Loan Bank of Des Moines; Federal Home Loan Bank of Dallas; Federal Home Loan Bank of Topeka; Federal Home Loan Bank of San Francisco and Federal Home Loan Bank of Seattle, Intervenor-Plaintiffs-Appellees, v. OFFICE OF THRIFT SUPERVISION and T. Timothy Ryan, Director, Office of Thrift Supervision, Defendant-Counter-Claim-Plaintiffs-Appellants, Thomas A. BARNES; Barry S. Burke; Ronald B. Carreker; Charles A. Deardorff; Allen Dermody; William J. Durbin; Jane Marie Johnson; Ronald R. Lake and Penny D. Marshall, Counter-Claim-Plaintiffs-Appellants, v. James R. FAULSTICH; Ronald R. Morphew; John W. Bagwill, Jr.; George M. Barclay; John A. Becker; J.C. Benage; Leo B. Blaber, Jr.; Larry J. Brandt; James M. Cirona; Stephen E. Clear; Ramiro Luis Colon, Jr.; Thurman C. Connell; Brian D. Dittenhafer; Charles T. Firth; William H. Glencorse; Lyle R. Grimes; Michael A. Jessee; Jerry H. Lassiter; Frank A. Lowman; Ellen Ann Roberts; James D. Roy; Robert E. Showfety; Robert F. Stoico; Charles L. Thiemann; Norman L. Tirey; Roy E. Webber; Richard L. White and John B. Zanetti, individually and as Directors of the Financial Institutions Retirement Fund, Counterclaim-Defendants-Appellees.

United States Court of Appeals, Second Circuit.

Decided May 15, 1992.

Attorney(s) appearing for the Case

William F. Hanrahan, Washington, D.C. (Gary M. Ford, Lonie Hassel, Lincoln Weed, Groom and Nordberg, Chtd., Harris Weinstein, Dwight C. Smith, Office of Thrift Supervision, Washington, D.C., of counsel) for appellants.

Thomas C. Morrison, New York City (Patterson, Belknap, Webb & Tyler, New York City, Robert D. Alin, Financial Institutions Retirement Fund, White Plains, N.Y., of counsel) for plaintiffs-appellees.

Charles Lee Eisen, Washington, D.C. (Christopher M. McMurray, Kirkpatrick & Lockhart, Washington, D.C., William T. Cullen, Kirkpatrick & Lockhart, Pittsburgh, Pa., of counsel) for intervenor-plaintiffs-appellees.

Before MINER and McLAUGHLIN, Circuit Judges, and AMON, District Judge.

McLAUGHLIN, Circuit Judge:

This is a dispute over a surplus accumulated by the Financial Institutions Retirement Fund (the "Fund"), a multiple employer pension fund established in 1943 to serve financial institutions. The disputed portion of the Fund's surplus relates to contributions made by the twelve Federal Home Loan Banks (the "Banks") to fund the retirement benefits of approximately 2,500 former employees who were transferred to the Office of Thrift Supervision...

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