United States Court of Appeals
                          FOR THE EIGHTH CIRCUIT
                                 _____________

                                  No. 98-2441SI
                                 _____________

Ronald B. Algren; Clarence R. Bell;      *
Vincent A. Bejarano; Robert K. Berger;   *
Salvador Chia; Alfred Chio; Patrick      *
Cory; Michael L. Cosner; Larry E.        *
Culver; Donald E. Delaney; James         *
Durbala; Grant B. Earll; James Evans;    *
Gerald U. Garrett; John P. Guffy;        *
Harold B. Hathaway; James Hook;          *
Harold Howard; Ted L. Hudson;            *
Harvey Hunter; Larry J. Jackson;         *
James B. Kemkle; Thomas King;            *
Leon Koeppel; Peter Kursitis;            *
James D. Lambert; Bill Lynch;            *
William Martin; Don L. Mitchell;         *   On Appeal from the United
Charles B. Morris; Richard Mozga;        *   States District Court
John B. O&Brien; Darrel E. Portinga;     *   for the Southern District
Vern F. Reynolds; Gerald Roshek;         *   of Iowa.
Marvin L. Rubendan; Dale E. Sawhill;     *
Kenneth W. Schiller; Wayne Schurman;     *
Donald Somers; Gary E. Speedling;        *
Verl E. Stoneburner; Frank E. Strable;   *
Donald L. Umphress; Jerry Walters;       *
Duane Ward; Charles Watson; and          *
Richard West,                            *
                                         *
            Appellants,                  *
                                         *
      v.                                 *
                                         *
Pirelli Armstrong Tire Corporation;      *
Pension and Benefits Plan                *
Administration Committee,                   *
Plan Administrator,                         *
                                            *
               Appellees.                   *
                                            *
----------------------------                *
                                            *
Pirelli Armstrong Tire Corporation,         *
                                            *
               Third-Party Plaintiff,       *
                                            *
       v.                                   *
                                            *
Titan Tire Corporation,                     *
                                            *
               Third-Party Defendant.       *


                                        ___________

                               Submitted: October 5, 1999
                                   Filed: December 1, 1999
                                       ___________

Before McMILLIAN, RICHARD S. ARNOLD, and HANSEN, Circuit Judges.
                           ___________

RICHARD S. ARNOLD, Circuit Judge.


      Plaintiffs, all former hourly employees of Pirelli Armstrong Tire Corporation,
brought this action claiming that Pirelli and its Pension and Benefits Plan
Administration Committee violated the Employee Retirement Income Security Act of
1974 (ERISA) when they terminated retiree health care benefits in 1994. Plaintiffs also
argue that Pirelli and the Committee were estopped to alter the employee welfare


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benefits. The District Court1 granted defendants summary judgment, and plaintiffs now
appeal.

      We agree with the District Court that the reasoning approved by this Court in
Bierman v. Pirelli Armstrong Tire Corp., No. 4-96-CV-10285 (S.D. Iowa Oct. 31,
1997), aff’d, 

, 

(8th Cir. 1998) (involving similar
claims brought by former Pirelli salaried employees), is equally applicable here. The
governing Agreement on Employee Benefit Programs unambiguously conditioned
retiree health benefits upon qualified retirement, and plaintiffs failed to produce any
evidence of documents that indicated otherwise. See 29 U.S.C. §§ 1002(1), 1051(1)
(vesting for “employee welfare benefit plans” not required); Wilson v. Moog
Automotive, Inc., No. 98-3812 (8th Cir., Oct. 8, 1999). Plaintiffs did not have a
vested right to retiree health benefits in advance of retirement. See Houghton v.
SIPCO, Inc., 

, 957-58 (8th Cir. 1994). It is undisputed that none of the
plaintiffs retired before Pirelli terminated the retiree health care benefits. Plaintiffs'
employment was terminated at a time when they were still active employees.

      We also agree that plaintiffs’ state-law promissory-estoppel claims were
preempted by ERISA. See 29 U.S.C. § 1144(a) (ERISA preempts “any and all state
laws insofar as they may now or hereafter relate to any employee benefit plan”);
Wilson v. Zoellner, 

, 717 (8th Cir. 1997) (discussing factors to consider
in determining whether state law “relates to” ERISA plan). Any federal-law claim of
estoppel, whether under federal common law or ERISA itself, must fail because the
representations relied upon are contrary to the plain and unambiguous language of the
plan documents.

      Accordingly, we affirm.


      1
        The Honorable Harold D. Vietor, United States District Judge for the Southern
District of Iowa.
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A true copy.

      Attest:

               CLERK, U.S. COURT OF APPEALS, EIGHTH CIRCUIT.




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