Opinion for the Court filed by Chief Judge EDWARDS.
EDWARDS, Chief Judge:
In 1995, pursuant to a corporate reorganization, AT&T Corporation ("AT&T") transferred its equipment business to Lucent Technologies, Inc. ("Lucent"). AT&T and Lucent subsequently entered into arrangements to separate their businesses; one such arrangement was embodied in an Employee Benefits Agreement ("EBA"). Under the EBA, AT&T amended its pension and welfare plans...
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