Feigel

MEMORANDUM DECISION AND ORDER GRANTING DEFENDANT’S MOTION FOR SUMMARY JUDGMENT AND DENYING PLAINTIFFS’ MOTION FOR SUMMARY JUDGMENT

INTRODUCTION

The parties have filed cross-motions for summary judgment. The plaintiffs, four former directors of Home Federal Savings & Loan Association, subsequently HomeFed Bank, F.S.B. (“HomeFed”), contend that they are entitled to retirement benefits pursuant to a Director’s Retirement Plan instituted by HomeFed in 1987. On July 6, 1992 the RTC was appointed receiver for Ho-meFed. The FDIC has since replaced the RTC and asserts that the court does not have subject matter jurisdiction over plaintiffs’ claims because the plaintiffs failed to properly exhaust their administrative remedies pursuant to the Financial Reform, Recovery and Enforcement Act of 1989, Pub.L. No. 101-73, 103 Stat. 548 (August 9, 1989) (“FIRREA”), 12 U.S.C. §§ 1821 (d)(5)-(6). A hearing on the cross-motions for summary judgment was held on May 10,1996.

BACKGROUND

On November 24, 1987, HomeFed approved and adopted a Director’s Retirement Plan (the “Plan”) specifically covering current and future non-employee directors joining HomeFed’s Board of Directors. (Complaint at ¶5).…