              IN THE UNITED STATES COURT OF APPEALS

                        FOR THE FIFTH CIRCUIT

                        _____________________

                              No. 93-1277
                           Summary Calendar
                        _____________________


     DAVID O. EPPS,

                                     Plaintiff-Appellant,

                               versus

     NCNB TEXAS,

                                     Defendant-Appellee.

     _______________________________________________________

         Appeal from the United States District Court for
                  the Northern District of Texas
                         (3:92 CV 05090H)
     _______________________________________________________

                           October 8, 1993

Before REAVLEY, DAVIS and DEMOSS, Circuit Judges.

REAVLEY, Circuit Judge:*

     Appellant David Epps (Epps) brought suit for the alleged

breach of an obligation to pay severance benefits found in his

employment agreement.   He complains on appeal that the district

court erred in denying his motion to remand, and in granting the

motion for summary judgment filed by Appellee NationsBank of


     *
      Local Rule 47.5 provides: "The publication of opinions
that have no precedential value and merely decide particular
cases on the basis of well-settled principles of law imposes
needless expense on the public and burdens on the legal
profession." Pursuant to that Rule, the Court has determined
that this opinion should not be published.
Texas, N.A. (NationsBank) (formerly known as NCNB Texas National

Bank (NCNB)).1   We affirm.


                              I.   REMOVAL

     The district court properly denied the motion to remand

because the case was removable to federal court.     A defendant may

remove a case on grounds that the plaintiff has asserted a claim

which is preempted by § 514(a) of the Employment Retirement

Security Act (ERISA), 29 U.S.C. § 1144(a).      Metropolitan Life

Ins. Co. v. Taylor, 481 U.S. 58, 66 (1987).      Section 514(a) is

"deliberately expansive, and designed to <establish pension plan

regulation as exclusively a federal concern.’"      Pilot Life Ins.

Co. v. Dedeaux, 481 U.S. 41, 46 (1987) (quoting Alessi v.

Raybestos-Manhattan, Inc., 451 U.S. 504, 523 (1981).      State law

claims, regardless of how they are pleaded, are preempted if they

"relate to" an ERISA plan.     FMC Corp. v. Holliday, 498 U.S. 52,

58 (1990); Ingersoll-Rand Co. v. McClendon, 498 U.S. 113, 140

(1990); Taylor, 481 U.S. at 62.     When a court must refer to an

ERISA plan to determine the plaintiff's retirement benefits and

compute the damages claimed, the claim relates to an ERISA plan.

Christopher v. Mobil Oil Corp, 950 F.2d 1209, 1218-20 (5th Cir.

), cert. denied, __ U.S. __, 113 S. Ct. 68 (1992); Cefalu v. B.F.

Goodrich Co., 871 F.2d 1290, 1294 (5th Cir. 1989).     In this case,

Epps did not invoke ERISA or make specific reference to an

employee benefit plan covered by ERISA.      However, he did assert a

     1
          Epps' employment with NCNB ended before NationsBank
became the successor-in-interest to NCNB.

                                    2
claim for the "loss of pension and retirement benefits which

would have accrued and vested" but for the alleged breach of the

March 28, 1989 letter agreement.       As the district court correctly

concluded, this claim is preempted because the letter agreement

does not specify the amount or other terms of Epps's retirement

benefits, and the court would have to refer to the NCNB

Retirement Plan2 to determine Epps's retirement benefits and

calculate the damages claimed.     Hartle v. Packard Elec., 877 F.2d

354 (5th Cir. 1989), cited by Epps, is distinguishable because

the Hartle court noted that the case was "not an action to

recover benefits under a plan."        Id. at 356.


                      II.   SUMMARY JUDGMENT

     Epps's claims and the summary judgment entered against him

center on the following sentence in the letter agreement:         "If

you should cease to be employed by NCNB Texas for any reason

other than termination for cause or voluntary termination, we

will pay severance on the following basis."          The parties do not

dispute that Epps left NCNB and took another job after NCNB

changed his job responsibilities.       Epps contends that his

departure was not a voluntary termination, or stated another way,

that NCNB constructively discharged him without cause by changing

his job responsibilities.   He further argues that the letter

agreement, including the quoted sentence, is ambiguous and that

summary judgment was therefore inappropriate.

     2
          Epps never disputed that the retirement plan in
question is an employee benefit plan covered by ERISA.

                                   3
     While the letter agreement might be deemed ambiguous in

another context, we agree with the district court that, under the

undisputed facts and applicable law in this case, summary

judgment was appropriate.   It is undisputed that NCNB never

directly terminated Epps's employment, and prior to his departure

his salary and title remained the same.   Epps admitted in

deposition that the letter agreement reflected the parties'

negotiations and the agreement they had reached.   The letter does

not spell out the specific job duties and responsibilities that

Epps was to assume.   NCNB never even threatened to terminate

Epps, though he expressed some concern that, at the end of the

five-year period referenced in the letter agreement, he would be

terminated.   There is no evidence in the record that Epps was

harassed or otherwise subjected to conditions that could lead an

objective fact-finder to conclude that NCNB attempted to force

Epps's resignation.   On the contrary, record evidence confirms

that, after NCNB tightened its lending requirements for the

insurance industry, it informed Epps that his expertise was still

extremely important to the bank, and assigned him numerous

specific responsibilities relating to the bank's insurance-

industry loans.   Based on the summary judgment evidence

presented, the district court found that "Plaintiff's new job

responsibilities were to continue to manage the existing accounts

in the portfolio, liquidate other existing accounts in the

portfolio, and assist in the analysis of other insurance credits

within the Bank."   Epps complains, however, that his new position


                                 4
did not involve the management and marketing responsibilities

which he desired, and that the new position was essentially a

technical staff-support position, which he would never have

accepted in the first instance.

     While we sympathize with Mr. Epps (particularly in light of

his age and the career he gave up to join NCNB), we must conclude

that the summary judgment was properly granted.       The letter

agreement does not provide for severance benefits if there is

merely a change in job position or responsibilities.     "Courts

cannot read into a contract that which is not there."      Southwest

E & T Suppliers Inc., v. American Enka Corp., 463 F.2d 1165, 1166

(5th Cir. 1972) (applying Texas law).     "Where the parties have

bargained freely and on equal terms their contract ought not be

extended by implication or enlarged beyond the actual terms of

the agreement entered into by the parties."      Abilene Sav. Ass'n

v. Westchester Fire Ins. Co., 461 F.2d 557, 561 (5th Cir. 1972)

(applying Texas law).

     Texas law does recognize the doctrine of constructive

discharge, which has been applied in the context of an alleged

breach of an employment contract.      Hammond v. Katy Indep. School

Dist., 821 S.W.2d 174, 177 (Tex. App.--Houston [14th Dist.] 1991,

no writ).   Courts originally developed the doctrine in federal

labor and civil rights cases, and apply it only if the employer

made conditions so intolerable that the employee reasonably felt

compelled to resign.    Id.   A mere change of position or job

responsibilities, without more, will not support a claim for


                                   5
constructive discharge.    Id. at 178; Jurgens v. Equal Employment

Opportunity Comm'n, 903 F.2d 386, 391-92 (5th Cir. 1990); Jett v.

Dallas Indep. School Dist., 798 F.2d 748, 755 (5th Cir. 1986),

remanded in part on other grounds, 491 U.S. 701 (1989).      Even a

slight decrease in pay, coupled with some loss of supervisory

responsibilities, will not, absent "aggravating factors,"

constitute a constructive discharge.    Jurgens, 903 F.2d at 392-

93.   Here, Epps retained his same title and compensation.

Furthermore, "constructive discharge cannot be based upon the

employee's subjective preference for one position over another."

Jett, 798 F.2d at 755.    The district court therefore correctly

concluded that the summary judgment record lacks evidence of

conditions that could support a finding of constructive

discharge.

      We agree with the district court that Barnett v. Petro-Tex

Chem. Corp., 893 F.2d 800 (5th Cir.), cert. denied, 497 U.S. 1025

(1990), is distinguishable.    There, we reversed a summary-

judgment finding that there had been no "termination" of

employment under certain employment contracts when the employer's

corporate assets were sold to a another corporate entity, and the

employees then began working for the new corporation.    However,

in Barnett, unlike the present case, the original employer-

employee relationship ended with the sale of assets, and the

employees claimed a loss in compensation from the new employer of

up to 40 percent.   We concluded that a fact issue therefore




                                  6
existed as to whether the employees had been terminated under

their employment contracts.

     We also agree with the district court that a more analogous

case is Seal v. Knorpp, 957 F.2d 1230 (5th Cir. 1992).    In Seal,

an employee, Seal, was a party to both an employment contract and

a separate "trust agreement" with his employer.    Both agreements

assigned certain benefits to the employee in the event of

termination without cause.    However, the employment contract had

a specific provision stating that a substantial change in the

employee's level of responsibility and authority would be deemed

a termination.   The trust agreement had no similar provision.

Some years after entering into the agreements, Seal's authority

was substantially reduced.    This court concluded that the

reduction in Seal's level of authority constituted a termination

under the employment agreement, because that agreement expressly

addressed such a contingency.    However, we held that, inasmuch as

the trust agreement had no similar provision, a reduction in

authority did not constitute a termination under that agreement,

and a mere change in responsibility or authority did not amount

to a constructive discharge under applicable Texas law.       Id. at

1235-37.

     As for Epps's claim for loss of pension and retirement

benefits, this claim is based solely on the failure of NCNB and

NationsBank to make severance payments under the letter




                                  7
agreement, which Epps contends was a breach of contract.3

Because we find no error in the district court's holding that

there was no breach of the letter agreement, this claim also

fails.

     AFFIRMED.




     3
           Epps so limited the claim in trying to defeat NCNB's
preemption argument and obtain a remand. For example, on appeal
Epps describes his claim as one for "pension damages caused by
breach of an employment contract . . . ." and for "damages for
<loss of pension and retirement benefits which would have accrued
and vested’ but for the Defendant's breach of that contract."
Appellant's brief at 2-3 (quoting original petition). He goes on
to maintain on appeal that he "does not claim a breach of the
retirement plan or a failure to pay benefits under its terms.
Instead, Plaintiff claims damages to his pension entitlement
which would have accrued but for the Defendant's breach of the
employment contract." Id. at 10.

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