February 18, 1993 UNITED STATES COURT OF APPEALS
                      FOR THE FIRST CIRCUIT

                                           

No. 92-1773

                         ROBERT GOLDMAN,

                      Plaintiff, Appellant,

                                v.

                  FIRST NATIONAL BANK OF BOSTON,

                       Defendant, Appellee.

                                           

           APPEAL FROM THE UNITED STATES DISTRICT COURT

                FOR THE DISTRICT OF MASSACHUSETTS

             [Hon. Rya W. Zobel, U.S. District Judge]
                                                    

                                           

                              Before

                       Selya, Circuit Judge,
                                           

               Higginbotham,* Senior Circuit Judge,
                                                  

                     and Cyr, Circuit Judge.
                                           

                                           

   Denise M. Leydon with whom Weston, Patrick, Willard &amp; Redding was
                                                                
on brief for appellant.
   Richard P.  Ward with whom Robert B. Gordon and Ropes &amp; Gray were
                                                               
on brief for appellee.

                                           

                        February 18, 1993
                                           

                  

*Of the Third Circuit, sitting by designation.

          CYR, Circuit Judge.  The First National Bank of  Boston
          CYR, Circuit Judge.
                            

terminated the employment of appellant Robert Goldman pursuant to

a reduction in force in 1989.  Goldman  sued the Bank, asserting,

inter  alia, age discrimination in violation of 29 U.S.C.    621-
           

634 ("ADEA") and Mass. Gen. L. ch. 151B, and breach of a lifetime

employment contract.  The district court granted summary judgment

in favor of the Bank.  We affirm.

                                I

                            BACKGROUND
                                      

          In 1957 the Bank hired Robert Goldman as a clerk in its

Settlement Department.   Goldman  recalls that Lee  Beaulieu, the

personnel  officer who interviewed him  for the job,  told him at

the time he  was hired that  he would not become  wealthy working

for the Bank, but would have a job for life unless he committed a

criminal act against the Bank.  Goldman also recalls that Beauli-

eu said the Bank had never laid off an employee.2

          Over the ensuing thirty-two years, Goldman held various

positions with the Bank.  During the final  four years, he worked

as a Custody Administrator in the  Custody Administration Unit of

Capital  Asset Services, a  division of the  Treasury and Banking

Services Department, providing  administrative services  relating

                    

     2Goldman  recollects  that   similar  representations   were
repeated  by various  supervisors  throughout the  course of  his
employment with the Bank.

to the Bank's custodial security accounts.3

          In 1989,  the Bank launched a  large-scale reduction in

its work force due to mounting losses in its Treasury and Banking

Services operation.  The Bank completely reorganized the Treasury

and Banking Services Department, reconfiguring  approximately 252

operational  functions into  approximately 135  functions.   As a

result,  119 positions  were  eliminated.   Thomas Keane,  Senior

Operations  Manager of  the  Capital  Asset Services  Department,

determined  that  it was  necessary  to  eliminate three  of  the

fifteen positions in the Custody Administration Unit.

          After reviewing recent employee performance evaluations

and  consulting  with  unit  supervisors,  Keane  selected  three

employees for dismissal:   a twenty-four year old, a thirty-seven

year  old, and Goldman, then fifty-two.  Keane explained that the

twenty-four year old was suspected of misusing a corporate credit

card; the thirty-seven year  old and Goldman were  considered the

                    

     3The Bank is a custodian  of securities for various clients,
including banks, insurance companies,  colleges, and other insti-
tutions.

     Custody Administrators provide necessary administrative
     services for the securities accounts  of these clients,
     and their  work involves  settling trades according  to
     client  instructions and assuring  the proper and accu-
     rate recording  of transactions  that affect  these ac-
     counts.   The Bank  strives to  be competitive  in this
     business by having administrators who provide efficient
     customer service, and  who communicate frequently  with
     clients both to assure the accuracy of transactions and
     to address  any potential problems with the administra-
     tion of their accounts.

Affidavit of  James W. Curran, Account  Mgr., Custody Administra-
tion Unit.

                                3

weakest performers in  the unit.   Keane represents that  Goldman

was responsible for the fewest customer accounts, with the lowest

aggregate market value, and that Goldman's low volume resulted in

large measure from the reassignment of some of Goldman's accounts

due to client complaints.   All three positions were  permanently

eliminated and  Goldman's duties  were absorbed by  the remaining

employees in the Custody Administration Unit.

                                II

                            DISCUSSION
                                      

A.  Summary Judgment Standard
                             

          We review a grant of summary judgment de  novo, employ-
                                                        

ing  the same criteria incumbent  upon the district  court in the

first instance.  Pedraza v.  Shell Oil Co., 942 F.2d 48,  50 (1st
                                          

Cir.  1991), cert. denied,      U.S.    , 112  S. Ct. 993 (1992).
                         

Summary judgment  is appropriate where the  record, including the

pleadings, depositions, answers to interrogatories, admissions on

file, and affidavits, viewed  in the light most favorable  to the

nonmoving party,  reveals no  genuine  issue as  to any  material

fact, and the moving party is entitled to judgment as a matter of

law.   See Fed. R.  Civ. P. 56(c);  Canal Ins. Co. v.  Benner,   
                                                                 

F.2d     ,      (1st Cir. 1992), No.  92-1360, slip op. at 5 (1st
               

Cir. Nov. 24,  1992); see also Mesnick v.  General Elec. Co., 950
                                                            

F.2d 816, 822 (1st Cir. 1991), cert. denied,     U.S.    , 112 S.
                                           

Ct. 2965 (1992).  The nonmoving party "may not rest upon the mere

allegations or denials of the . . . pleadings, but . . . must set

                                4

forth  specific facts showing that  there is a  genuine issue for

trial."  Fed. R. Civ.  P. 56(e).  See Anderson v.  Liberty Lobby,
                                                                 

Inc.,  477 U.S. 242,  248 (1985).  There  is no trialworthy issue
    

unless there  is enough  competent evidence  to enable a  finding

favorable to the nonmoving party.  Id. at 249 (citing First Nat'l
                                                                 

Bank  of  Arizona v.  Cities Service  Co.,  391 U.S.  253, 288-89
                                         

(1968)).  Moreover, "[e]ven in cases  where elusive concepts such

as motive or intent are at  issue, summary judgment may be appro-

priate  if  the  nonmoving  party rests  merely  upon  conclusory

allegations, improbable inferences, and unsupported speculation."

Medina-Munoz v. R.J.  Reynolds Tobacco  Co., 896 F.2d  5, 8  (1st
                                           

Cir. 1990).

B.  Age Discrimination Claims4
B.  Age Discrimination Claims
                             

     1.   The Burden-Shifting Paradigm
                                      

          A  plaintiff  alleging  age  discrimination  "bears the

ultimate 'burden of proving that his years were the determinative

factor  in his discharge,  that is, that  he would not  have been

                    

     4The complaint  alleged parallel  claims under the  ADEA and
its  Massachusetts  counterpart,  Mass. Gen.  L.  ch.  151B.   On
appeal,  Goldman asserts  for the  first time  that Massachusetts
applies  a less onerous standard of proof to claims brought under
the  Massachusetts  antidiscrimination  statute than  this  court
applies to ADEA  claims, and that his Massachusetts  claim there-
fore  must  be addressed  separately.    Goldman's opposition  to
summary  judgment did  not  distinguish between  the federal  and
state age discrimination claims, and he relied  solely on federal
precedent.   Consequently, the district court's  analysis did not
distinguish  between  the state  and  federal  age discrimination
claims.  We follow suit, as  "theories not raised squarely in the
district  court cannot be surfaced for the first time on appeal."
McCoy  v. Massachusetts Inst. of Technology, 950 F.2d 13, 22 (1st
                                           
Cir. 1991), cert. denied,      U.S.    , 112 S.  Ct. 1939 (1992).
                        
See Mesnick, 950 F.2d at 829 n.11.
           

                                5

fired  but for  his age.'"    Mesnick, 950  F.2d at  823 (quoting
                                     

Freeman v. Package Machinery  Co., 865 F.2d 1331, 1335  (1st Cir.
                                 

1988)).    Absent  direct  evidence of  age  discrimination,  the

familiar  burden-shifting  framework  established   in  McDonnell
                                                                 

Douglas  Corp. v. Green, 411 U.S. 792, 802-805 (1973), comes into
                       

play.   Lawrence v. Northrop  Corp.,     F.2d    ,      (1st Cir.
                                   

1992),  No. 92-1702,  slip op.  at 4  (1st  Cir. Nov.  25, 1992);

Mesnick, 950  F.2d at 823; Medina-Munoz,  896 F.2d at 8.   First,
                                       

the plaintiff must make a  prima facie showing of discrimination,

McDonnell  Douglas, 411  U.S. at  802; Lawrence,  slip op.  at 4;
                                               

Biggins v. Hazen Paper Co., 953 F.2d 1405, 1409 (1st Cir.), cert.
                                                                

denied,     U.S.     , 112 S. Ct. 3035  (1992) and cert. granted,
                                                                

     U.S.    , 112 S. Ct. 2990  (1992); Mesnick, 950 F.2d at 823;
                                               

that is, Goldman must demonstrate that he (1)  was at least forty

years of age, (2)  met the employer's legitimate job  performance

expectations, (3) experienced adverse  employment action, and (4)

was replaced by  a person with roughly equivalent  job qualifica-

tions.   Id.; Medina-Munoz,  896 F.2d  at 8.   A plaintiff  whose
                          

employment was terminated in  the course of a reduction  in force

need not demonstrate that he was replaced, but may show that "the
                                         

employer did not treat age neutrally or that younger persons were

retained  in the same position." Hebert v. Mohawk Rubber Co., 872
                                                            

F.2d  1104, 1111 (1st  Cir. 1989); see  Lawrence, slip op.  at 5;
                                                

Connell v. Bank of  Boston, 924 F.2d 1169,  1173 n.5 (1st  Cir.),
                          

cert. denied,     U.S.    , 111 S. Ct. 2828 (1991).
            

                                6

          "Establishment  of the prima facie case . . . creates a

presumption  that the  employer unlawfully  discriminated against

the  employee," Texas Dep't of Community  Affairs v. Burdine, 450
                                                            

U.S.  248, 254 (1981), and the burden of production shifts to the

defendant-employer  to  "articulate   some  legitimate,   nondis-

criminatory reason" for the  termination.  McDonnell Douglas, 411
                                                            

U.S. at 802; Lawrence, slip op. at 5; Biggins, 953  F.2d at 1409;
                                             

Mesnick, 950 F.2d at 823.   The burden of persuasion remains with
       

the  plaintiff-employee at all times.   Lawrence, slip  op. at 5;
                                                

Mesnick,  950  F.2d at  823 (citing  Burdine,  450 U.S.  at 253);
                                            

Medina-Munoz, 896 F.2d at 9.
            

          The presumption of unlawful age discrimination generat-

ed  by the  plaintiff-employee's prima facie  showing dissipates,

however, provided the employer sustains its burden of production;

the plaintiff-employee  must then demonstrate that  the proffered

reason for the adverse employment action was simply a pretext for

age discrimination.  Lawrence,  slip op. at 6; Mesnick,  950 F.2d
                                                      

at 823;  Connell, 924 F.2d at  1172.  The plaintiff  must do more
                

than  cast doubt  on the employer's  justification for  the chal-

lenged action; there must be  a sufficient showing that discrimi-

natory animus motivated the  action.  Lawrence, slip op.  at 6-7;
                                              

Mesnick, 950 F.2d  at 824; Villanueva  v. Wellesley College,  930
                                                           

F.2d 124, 127-28  (1st Cir.), cert. denied,      U.S.    , 112 S.
                                          

Ct. 181 (1991); Connell,  924 F.2d at 1172.   Direct or  indirect
                       

evidence  of discriminatory motive may do, but "the evidence as a

whole  . . . must be  sufficient for  a reasonable  factfinder to

                                7

infer that the employer's decision was motivated by age  animus."

Connell, 924  F.2d at 1172 n.3; see also Lawrence, slip op. at 6-
                                                 

7, Mesnick, 950 F.2d at 825; Villanueva, 930 F.2d at 128.
                                       

          Under  First  Circuit  caselaw, the  plaintiff-employee

must adduce minimally sufficient evidence of pretext and discrim-
                                                        

inatory animus.  Lawrence,  slip op. at 6-7 (citing  Mesnick, 950
                                                            

F.2d at  825; Villanueva, 930 F.2d  at 127; Connell,  924 F.2d at
                                                   

1172; Medina-Munoz, 896 F.2d at 9; Olivera v. Nestle Puerto Rico,
                                                                 

Inc.,  922 F.2d  43, 48  (1st Cir.  1990)).   A showing  that the
    

employer's justification was not the actual motive may be  enough

if the  facts and circumstances  raise a reasonable  inference of

age discrimination.   Connell, 924  F.2d at 1175.   Nevertheless,
                             

the plaintiff-employee  cannot  avert  summary  judgment  if  the

record  is devoid of  direct and circumstantial  evidence of dis-
                                

criminatory animus on the  part of the employer.   Lawrence, slip
                                                           

op. at 6-7 n.1.5

                    

     5Appellant argues that our cases place a more onerous burden
on an ADEA plaintiff than that envisioned by the Supreme Court in
McDonnell  Douglas and Burdine.  Accord Connell, 924 F.2d at 1183
                                               
(Bownes,  J.,  dissenting)  (suggesting  that  Burdine  permits a
                                                      
plaintiff to  prove employment  discrimination "either  by direct
                                                      
evidence of  discrimination  or  by  successfully  rebutting  the
                               
employer's articulated reasons.").   We  do not agree.   Fed.  R.
Civ. P.  56  requires  the  nonmoving party  to  demonstrate  the
existence  of a  dispute of  material fact;  in order  to do  so,
Goldman "must raise an  inference of discriminatory motive under-
lying the pretextual  explanation."  Villanueva, 930  F.2d at 128
                                               
(citing Medina-Munoz,  896 F.2d at 9).  It is not the province of
                    
the courts to sit as "super personnel departments, assessing  the
merits      or  even the  rationality      of  employers' nondis-
criminatory business decisions."  Mesnick, 950 F.2d at 825.  "The
                                         
'ADEA  does not stop a  company from discharging  an employee for
any reason  (fair or  unfair) or  for no reason,  so long  as the
decision  to  fire does  not stem  from  the person's  age.'" Id.
                                                                 
(quoting Freeman v.  Package Machinery Co.,  865 F.2d 1331,  1341
                                          

                                8

          The Bank  does not challenge the  district court ruling

that Goldman  made out  a prima  facie age  discrimination claim.

Nor  does Goldman  challenge the  finding that  the Bank  met its

burden  at  the second  stage  of the  McDonnell  Douglas burden-
                                                         

shifting analysis by articulating a nondiscriminatory motive  for
                                 

Goldman's dismissal; namely,  that economic considerations neces-

sitated  a reduction in force and Goldman was selected for termi-

nation  because he was "the weakest performer and least qualified

employee"  in his  unit.   At the  third and  final stage  of the

McDonnell Douglas analysis, the district court ruled that Goldman
                 

had failed  to present  sufficient evidence  either to  rebut the

Bank's  proffered justification  for  Goldman's dismissal  or  to

support an inference  of discriminatory animus.  The Bank accord-

ingly won summary judgment on the state and federal age discrimi-

nation claims.   Contending that  the district court  weighed the

competing  evidence,  rather than  viewing it  in the  light most

favorable  to him,  Goldman  maintains that  there is  sufficient

record  evidence of pretext and  age animus to  clear the summary

judgment hurdle.

     2.   Evidence of Pretext
                             

          "In  assessing pretext,  [our]  'focus must  be on  the

perception of  the decisionmaker,' that is,  whether the employer
                                                                 

                    

(1st Cir. 1988)).   Since an employer's nondiscriminatory motiva-
tions for adverse  employment decisions are irrelevant  in an age
discrimination case, a "mere  showing that the employer's articu-
lated  reason  may  shield another  (possibly  nondiscriminatory)
reason  does not create a dispute of material fact" sufficient to
withstand summary judgment.  Villanueva, 930 F.2d at 128.
                                       

                                9

believed its stated reason to be credible."  Mesnick, 950 F.2d at
                                                    

824 (quoting Gray v. New  England Tel. &amp; Tel. Co., 792  F.2d 251,
                                                 

256  (1st Cir. 1986) (emphasis added)).  Goldman does not dispute

that  the Bank effected the reduction in force in order to reduce

costs.   Instead, he argues  that he produced  enough evidence to

rebut the Bank's  contention that  he was the  weakest and  least

qualified  employee in his unit.  Goldman established that he had

received merit salary increases on a regular basis throughout his

tenure with  the Bank, received commendations  and accolades from

Bank clients over the years, and received no warnings relating to

his work  performance.   Although Goldman received  mixed perfor-

mance evaluations, he disputed their accuracy and fairness.

          Goldman  presented substantial  evidence that  the Bank

did not consider his  work performance unsatisfactory in absolute

terms.  But the Bank consistently has maintained that Goldman was

discharged strictly  because he was the  least qualified employee
                                                        

in  the Custody  Administration Unit.   It  submitted comparative

evidence as to  the account workloads of  all custody administra-

tors in Goldman's unit.  There  is no dispute that Goldman, among

all  custody  administrators,  was  responsible  for  the  fewest

accounts, having  the lowest aggregate  market value.   In  these

circumstances,  refutation of  the  proffered  justification  for

Goldman's  discharge required  evidence from  which the  trier of

fact  reasonably  could  conclude  that Goldman's  abilities  and

qualifications  were  equal or  superior  to  employees who  were

retained.   As Goldman made no such evidentiary showing, whatever

                                10

slight  shadow of  doubt may  have been  cast upon  the proffered

justification for his dismissal is too faint to raise the spectre

of pretext.

                                11

     3.   Evidence of Age Animus
                                

          Evidence of  age animus  "need not  be of  the 'smoking

gun' variety," but the totality of the circumstances  must permit

a reasonable inference that  the employer's justification for the

challenged action was a pretext for age discrimination.  Connell,
                                                                

924 F.2d  at 1175 (citing  Burdine, 450  U.S. at  256).   Goldman
                                  

insists that  several pieces of evidence, considered collectively

or individually, support an inference of discriminatory animus on

the part of the Bank.

     First, Goldman claims  that discriminatory animus is  infer-

able from  the affidavits  of eight  former Bank  employees, each

stating that the affiant  was the eldest,  or one of the  eldest,

employees in a  particular unit  at the Bank  and was  performing

adequately  when dismissed  pursuant to  the reduction  in force.

According  to Goldman,  the  fact that  several older,  long-term

employees with satisfactory  performance records were  terminated

could lead a reasonable factfinder to conclude that Goldman would

not have  been terminated but for  his age.  On  the contrary, as

the district court observed, anecdotal evidence of this sort does

little more  than "corroborate what was  undisputed: that members

of  the protected class were terminated as part of the [reduction

in force]."  Evidence that eight employees, among the 119 select-

ed for dismissal, were among the eldest in their respective units

does not give rise to a reasonable inference that older employees

were disproportionately affected by  the reduction in force, much
                       

less that age discrimination motivated their dismissal.

                                12

          Second,  Goldman  theorizes  that  the  termination  of

older, more costly, employees  would optimize the cost reductions

achieved  through  the  reduction  in force.    The  implication,

Goldman  suggests,  is that  the  Bank was  biased  against older

employees  in effecting  the workforce  reduction.6   Yet Goldman

submitted  no  evidence either  that  older  employees were  more

costly to the Bank than younger employees or that older employees

were  disproportionately affected by the reduction in force.  See
                                                                 

Mesnick, 950  F.2d at 822  (evidence presented by  party opposing
       

summary   judgment  "'cannot  be  conjectural  or  problematic'")

(quoting  Mack v. Great  Atl. &amp; Pac.  Tea Co., 871  F.2d 179, 181
                                             

(1st Cir. 1989)).

          Third, Goldman contends that the Bank's introduction of

a  new  retirement plan  raised  an  inference of  discriminatory

animus.   In 1989 the Bank  replaced its pension plan  with a new

"Cash Balance" plan.   The  Bank informed its  employees, at  the

time, that  its  objective was  "to  make the  Bank's  retirement

benefits  a visible,  attractive benefit  to our  entire employee

population     regardless of age" and to  "reward employees based

                    

     6Goldman  notes that 41% of the  119 employees terminated in
May 1989 were over forty years of age, but that among the 21 ter-
minated employees subsequently rehired, only 5, or 24%, were over
forty.  Statistical evidence that older employees were terminated
at  a disproportionate rate  may provide  strong evidence  of age
discrimination.   See Mesnick, 950 F.2d at 824; Connell, 924 F.2d
                                                       
at 1177.  However,  the present record includes no evidence as to
the age composition  of the workforce subject  to termination, or
of the pool of applicants seeking  reemployment, against which to
compare  the data  Goldman  cites.   In  fact, at  oral  argument
Goldman  disclaimed  any  statistical  argument  based  on  these
incomplete data.

                                13

upon  individual  performance."   Under  the new  plan,  the Bank

opened a  "Cash Balance" account  for each employee  and credited

the account  annually with a  percentage of the  employee's sala-

ry.7  After five years of service, all funds in  the Cash Balance

account  may be withdrawn by employees who are no longer employed

by the  Bank.  Goldman  argues that the  new plan  favors younger

employees  and  raises  an inference  of  age  animus because  it

requires the Bank to deposit a decreasing percentage of salary to

the  Cash  Balance account  as  the  employee reaches  the  upper

service  brackets and because its  stated purpose is  to make the

plan more attractive  to the 85% of  Bank employees for whom  the

former  pension  plan  represented  "a benefit  for  the  distant

future."

          Goldman's argument is deficient, however, in that there

is  no evidentiary foundation for  the premise that  the new plan

disadvantages older employees.   The fact that the  Bank contrib-

utes decreasing percentages of salary to the Cash Balance account

after the employee reaches the thirty-five year service threshold

                    

     7The  percentage of  salary  credited annually  to the  Cash
Balance  account depends on the  number of years  of service with
the Bank:

                                   Percentage of Salary Credited
     Years of Service                 to Cash Balance Account    
                                                                 
          0 -  1                             0%
          1 -  2                             3.25%
          3 -  4                             4%
          5 -  9                             5%
         10 - 14                             6%
         15 - 19                             8%
         20 - 34                            11%
         35 - 39                             6%
           40+                               0%

                                14

is  insufficient  to create  an  inference of  age  animus absent

evidence  that the  resulting retirement  benefit would  be lower

than  the benefit  the  employee would  have  received under  the

former plan.  Moreover, Goldman's argument ignores the safeguards

put in place  by the Bank to ensure that  employees fifty-five or

older with  ten years of  service, or employees  at any  age with

twenty years of service,  would experience no reduction  in bene-

fits.  When  an employee  in either of  these service  categories

retires or  leaves the Bank,  benefits are calculated  under both

the old pension  plan and the new Cash Balance plan; the employee

is  entitled to receive the greater benefit.  Thus, these employ-

ees cannot  be  disadvantaged  by  the introduction  of  the  new

plan.8

          These safeguards do not necessarily cover all employees

in  the protected  class,  however, as  those  between forty  and

fifty-five  with  less than  twenty  years of  service  and those

fifty-five or  older with less  than ten years of  service at the

time the  new plan became effective fall outside the scope of the

safeguard provision.  Rather, at retirement or termination, these

employees  receive benefits  under  both plans.   The  retirement

benefit under the former plan is based upon the length of service

as  at December 31, 1988; under the new plan the benefit consists

of  the  funds  accumulated  in the  Cash  Balance  account after

                    

     8Goldman argues that the safeguards would have been unneces-
sary if the new plan did not deprive these employees  of benefits
to which they  would have  been entitled under  the former  plan.
Clearly, Goldman's argument entirely ignores the safeguards.

                                15

December 31, 1988.  Goldman  has adduced no evidence, nor  has he

argued, that benefits calculated under these provisions are lower

than  those obtainable under the former  pension plan for members

of the protected  class.  Accordingly, no reasonable inference of

age bias can be drawn on the present record.

          Finally,  Goldman maintains that the Bank's decision to

disband  the "Quarter  Century  Club,"  a  Bank-sponsored  social

organization  for employees  with  twenty-five years  or more  of

service,9  uniquely and  adversely affected  older employees  and

therefore  is indicative of age  bias.  Goldman  does not dispute

that the Bank stopped funding the Quarter Century Club as part of

its  program to reduce discretionary  costs.  There  is no direct

evidence  that  considerations  of  age,  as  distinguished  from

neutral cost-saving  considerations, entered into the decision to

disband the organization, and the bare fact that the Bank stopped

funding  the  Quarter Century  Club  to reduce  costs  clearly is

insufficient  to  support a  reasonable inference  that Goldman's

dismissal was motivated by age discrimination.

          Even viewed collectively, see  Mesnick, 950 F.2d at 824
                                                

(citing Olivera,  922 F.2d at 50) (We do not "look at evidence of
               

discrimination . . .  in splendid isolation,  but as  part of  an

aggregate  package  of proof  offered  by  the plaintiff."),  the

evidence was  insufficient to  enable a reasonable  factfinder to

                    

     9The record on appeal  contains no evidence as to  the bene-
fits associated with  Quarter Century Club  membership.  At  oral
argument, counsel allowed as how members received small  gifts in
recognition  of their loyal service and were honored at an annual
dinner.

                                16

infer that  age discrimination  motivated the Bank's  decision to

dismiss  Goldman.  Stripped of its speculative chaff, at best the

record reveals that a small number of those discharged were among

the  older employees  in their  respective units,  that  the Bank

implemented a new pension plan which has in no measure been shown

to  have been  disadvantageous to  older employees, and  that the

Bank stopped funding the  Quarter Century Club.  The  gap between

this evidence and  an inference of age discrimination  could only

be bridged  by impermissible  inference.  As  Goldman established

neither  pretext nor  age  animus, the  district court  correctly

granted summary judgment on the age discrimination claims.

C.   Breach of Lifetime Employment Contract
                                           

          Goldman  maintains  that   Lee  Beaulieu,  a  personnel

officer, offered him lifetime employment by representing that the

Bank had never laid off employees  and that Goldman would have  a

job  for  life unless  he committed  a  criminal act  against the

Bank.10   Even though  it  is far  from clear  that  the sort  of

representations made by Beaulieu import an oral offer of lifetime

employment, for present purposes we assume as much arguendo.
                                                           

          Under Massachusetts law, a lifetime employment contract

cannot be found  absent evidence that it was made  or ratified by

an officer or agent with actual or apparent authority to bind the

employer to a  lifetime contract.   See Rydman  v. Dennison  Mfg.
                                                                 

Co., 373 Mass. 855, 366 N.E.2d 763 (1977); Porshin v. Snider, 349
                                                            

                    

     10Goldman had no written employment contract with the Bank.

                                17

Mass.  653, 654,  212 N.E.2d  216, 217  (1965); Thalin  v. Friden
                                                                 

Calculating  Mach. Co.,  338 Mass.  67, 70,  153 N.E.2d  658, 660
                      

(1958);  Simonelli v. Boston Hous. Auth.,  334 Mass. 438, 440-41,
                                        

137 N.E.2d 670, 672-73 (1956).  As there is no  evidence that the

Bank invested Beaulieu with actual authority to  extend a binding

offer of  lifetime employment to  anyone, we need  only determine

whether  Goldman  has  demonstrated  a  genuine  factual  dispute

material to the issue of apparent authority.

          "Apparent or ostensible authority 'results from conduct

by  the principal  which  causes  a  third person  reasonably  to
                 

believe that  a particular  person . . .  has authority  to enter

into  negotiations or  to  make representations  as his  agent.'"

Hudson v.  Massachusetts Property  Ins.  Underwriting Ass'n,  386
                                                           

Mass. 450, 457, 436 N.E.2d 155, 159 (1982) (quoting W. A. Seavey,

Agency   8D at p. 13 (1964)) (emphasis added).  "It is a 'fundam-
      

ental rule that apparent  authority cannot be established  by the

putative  agent's own words or  conduct, but only  by the princi-
                                                                 

pal.'"  Sheinkopf v. Stone,  927 F.2d 1259, 1269 (1st  Cir. 1991)
                          

(quoting Sheldon v.  First Fed.  Savings &amp; Loan  Ass'n, 566  F.2d
                                                      

805, 808 (1st Cir. 1977)) (emphasis added).  We therefore examine

the record  for conduct on the  part of the Bank  that could have

prompted Goldman  reasonably to believe that  Beaulieu was autho-

rized to hire him as a lifetime Bank employee.

          A person appointed to  a position with generally recog-

nized functions may  be found  to possess  apparent authority  to

perform  the duties  ordinarily entrusted  to one  occupying that

                                18

position.   Restatement  (Second) of Agency    27 cmt.  a (1958).
                                           

Clearly,  Beaulieu, a  personnel  officer, had  either actual  or

apparent authority to hire Bank employees.  Ordinary authority to

hire, however, is insufficient to bind the employer to a lifetime

employment contract.  Boleman v.  Congdon and Carpenter Co.,  638
                                                           

F.2d 2, 4 (1st Cir.), cert. denied, 454 U.S. 824 (1981) (applying
                                  

Massachusetts  law).   "[R]arely . . .  [do]  circumstances exist

which  would give rise to apparent authority, of even a principal

corporate  officer, to  employ another  for life."   Thalin,  338
                                                           

Mass. at 70, 153 N.E.2d at  660; see Annotation, Power of  Corpo-
                                                                 

rate Officer or  Agent to  Hire Employees for  Life, 28  A.L.R.2d
                                                   

929, 933 (stating that "[i]n the absence of express authority, it

has generally been  held or recognized that corporate officers or

agents do not have the  power or authority to hire employees  for

life").

          Goldman  suggests that  apparent  authority  should  be

inferred because  his only contact  at the time he  was hired was

with Beaulieu  and he had no way of knowing that lifetime employ-

ment  contracts with the Bank  were extraordinary.   As the great

weight of  authority makes clear, however,  a corporate personnel

officer's general hiring authority  does not suffice to establish

apparent authority to  bind the employer to a lifetime employment

contract,  irrespective  of  any  awareness on  the  part  of the

employee  that  lifetime employment  contracts with  the employer

were extraordinary.  See Rydman, 373 Mass. at  855, 366 N.E.2d at
                               

764  (suggesting  that  even  explicit  assurances  by  corporate

                                19

officers or agents do not bind a corporate employer to employment

contracts  of  extraordinary  duration unless  the  contract  was

either made or  ratified by  an officer with  actual or  apparent

authority to so bind the corporation); Porshin, 349 Mass. at 654,
                                              

212  N.E.2d at 217  (finding general manager's  authority to hire

and fire insufficient to "clothe him with ostensible authority to

make a contract for  permanent employment"); Simonelli, 334 Mass.
                                                      

at  440-41, 137  N.E.2d at  672  (finding assurances  of lifetime

employment made by personnel  manager and project director insuf-

ficient to create  lifetime employment contract absent  ratifica-

tion by  the employer); Braden  v. Trustees of  Phillips Academy,
                                                                

321  Mass. 53, 71 N.E.2d 765 (1947) (holding that comptroller had

no  authority  to  hire  assistant comptroller  for  life  absent

conduct  by employer  that could  have  caused plaintiff-employee

reasonably  to believe  the comptroller  was authorized  to offer

lifetime  employment).   Holding  Beaulieu out  as its  agent for

general hiring purposes did  not constitute conduct warranting an

objectively reasonable  belief that Beaulieu had  Bank  authority

to hire anyone for life.

          Apparent  authority to offer a binding lifetime employ-

ment contract may be found in  the rare circumstance where it  is

customary  for a  particular  officer or  agent  to make  such  a

lifetime contract.  28 A.L.R.2d at 938.  See Braden, 321 Mass. at
                                                   

55,  71 N.E.2d at 766.   The Bank  submitted competent affidavits

attesting  that Beaulieu had no actual authority to bind the Bank

to  a lifetime  employment contract  and that  no employee  has a
                                                          

                                20

lifetime contract with the Bank.  Goldman suggests, however, that

an inference that lifetime  employment contracts were commonplace

at  the Bank can  be drawn  from the  assurances of  Beaulieu and

several  supervisors that  he  had a  job  for life  and  that no

employee had ever been laid off.

          "Lifetime contracts  are extraordinary in  their nature

and strong proof is  required to establish their  due formation."

Gregory v. Raytheon Serv. Co., 27  Mass. App. Ct. 1170, 1171, 540
                             

N.E.2d 694, 695 (1989); accord Boleman, 638 F.2d at 4  (finding a
                                      

putative lifetime employment  contract "well within the  category

of extraordinary  agreements  requiring the  strongest  proof  of

authority  by the one making  it to bind  a corporate employer").

Although widespread knowledge that the Bank had never laid off an

employee except for criminal  conduct might prompt the legitimate

belief that  employment at  the Bank  was  relatively secure,  it

cannot be  considered competent proof, let  alone "strong proof,"

Gregory, 27 Mass. App. Ct.  at 1171, 540 N.E.2d at 695,  that any
       

Bank employee  had a lifetime  employment contract.   Absent evi-

dence of any lifetime employment contract with the Bank    at any

level under any circumstances    we must conclude that a rational

factfinder  could not  reasonably find  that  lifetime employment

contracts with the Bank were customary.

          Although Goldman failed to generate a trialworthy issue

as  to whether  Beaulieu  possessed apparent  authority to  offer

lifetime  Bank employment,  we  must still  consider whether  any

officer, with  authority to bind the  Bank, subsequently ratified
             

                                21

Beaulieu's  unauthorized  offer  of  lifetime  employment.    See
                                                                 

Restatement (Second) of Agency   82  (1958); 28 A.L.R. at 938-40;
                              

Rydman, 373 Mass. at 855, 366 N.E.2d at 764; Simonelli, 334 Mass.
                                                      

at 441, 137 N.E.2d at 672.

          Goldman attests that the concept of lifetime employment

was reinforced  by various  supervisors throughout his  tenure at

the Bank.  Ratification  is not established, however,  unless the

subsequent  assurances were made  by one with  actual or apparent

authority to  bind the  Bank to  a lifetime  employment contract.

See  Rydman, 373  Mass. at  855, 366  N.E.2d at  764; Restatement
                                                                 

(Second) of Agency   93 cmt. c (1958).  As the record contains no
                  

evidence  that any  supervisor who  represented that  Goldman was

employed  for life had actual  or apparent authority to determine

the  terms of Goldman's  employment contract, much  less bind the

Bank to  a lifetime  contract, no  trialworthy  issue was  raised

relating to the ratification claim.11

          As Goldman generated  no trialworthy issue relating  to

the lifetime  employment  contract claim,  summary  judgment  was

proper.

          Affirmed.
                  

                    

     11The Bank's pre-1989 practice  of not discharging employees
except for criminal conduct is entirely consistent with universal
at-will  employment  and  does  not constitute  affirmance  of  a
lifetime  contract.   See  Restatement  (Second)  of Agency    93
                                                           
(1953)  ("affirmance  can be  established by  any conduct  of the
purported principal manifesting that he consents to be a party to
the transaction,  or  by conduct  justifiable  only if  there  is
ratification").

                                22
