dissenting:
Although I agree “that bankruptcy [should] not serve as an instrument for abandoning a corporation’s pension obligations,” I disagree that we should “[impose] the obligation to terminate a pension plan on the bankruptcy trustee.” Neither ERISA nor the Bankruptcy Code explicitly contemplates the transfer of such ERISA obligations to the bankruptcy trustee, see 29 U.S.C. § 1341 and 11 U.S.C. § 704, and I question whether this Court has the authority to judicially legislate such a solution. Notwithstanding that I agree that the termination requirements under ERISA do not dissolve upon bankruptcy, neither statutory authority nor case law shifts that responsibility from the debtor to the bankruptcy trustee. Moreover, the authority cited by the majority to support imposing this obligation on the bankruptcy trustee does not fit the circumstances of this case. Finally, ERISA itself offers an alternative mechanism by which the PBGC itself can terminate a pension plan. For these reasons, I respectfully dissent.
A bankruptcy trustee can exercise only those powers granted by the Bankruptcy Code. See In re Benny, 29 B.R. 754, 760 (N.D.Cal.1983) (“The trustee is a creature of statute and has only those powers conferred thereby.”). Under the Code, a Chapter 7 trustee’s powers extend only over property of the estate. See In re Ozark Restaurant Equip. Co., 816 F.2d 1222, 1228-29 (8th Cir.) (“[T]here is nothing in ... the liquidation framework of the Code authorizing a Chapter 7 trustee to collect money not owing to the estate.”), cert. denied, 484 U.S. 848, 108 S.Ct. 147, 98 L.Ed.2d 102 (1987). Here, the trustee does not assert that the employer should be able to “desert” its obligations under the plan. Rather, he argues that this obligation still belongs to the employer, and the Trustee has no power to assume it. I agree. Although ERISA imposes the obligation to terminate on the employer,1 bankruptcy law controls whether that obligation becomes part of the estate and part of the Trustee’s duties. When a debtor files bankruptcy, an estate is created.2 The bankruptcy estate is distinct from the debtor. See In re Doemling, 127 B.R. 954, 955 (W.D.Pa.1991) (“The most glaring problem in the ... analysis is its failure to recognize the distinction between the debtors and the estate.... The debtors and the estate are not interchangeable.”).3 Consequently, the Code does not impose all the debtor’s obligations on the trustee. Indeed, it clearly excludes certain obligations from the estate and hence from the Trustee’s powers.4 Unless the obligation to terminate a pension plan is covered by section 541, it is not part of the estate.
The majority gives examples of instances in which a bankruptcy trustee has administered a debtor’s pension plan, but all of these cases are under chapter 11, under which the trustee has the power to operate the debtor’s business, a power and duty not within the scope of a chapter 7 trustee, unless specifically authorized. The duties of a chapter 7 and chapter 11 trustee differ. 11 U.S.C. §§ 704, 1106 (1988).5 The goal of chapter 7 is liqui*517dation, and that of chapter 11 is reorganization and continuation of the debtor’s business. Chapter 11 duties are not applicable to a chapter 7 trustee; consequently, the majority’s cases are inapplicable to this situation. Pritchard has not been authorized to operate Esco; accordingly, his duties are limited to those enumerated under section 704 regarding property of the chapter 7 estate.6
The ERISA Plan is not property of the estate. See Patterson v. Shumate, — U.S. -,-, 112 S.Ct. 2242, 2250, 119 L.Ed.2d 519 (1992) (excluding from the bankruptcy estate a debtor’s interest in an ERISA plan). Moreover, the district court held that the Plan itself, not merely its assets, was not property of the estate. This arguably includes the right to terminate the Plan. Assuming that the district court’s order only covered the Plan assets, this still leaves the question of whether the power to terminate, standing alone, is property of the estate.7 The parties have not cited, nor have I found, any case law characterizing a bare obligation as property. The administrative obligations cited by the majority all refer to obligations attached to property of the estate.8 Neither have the parties cited, nor have I found, any case law imposing an administrative obligation for non-estate property on a bankruptcy trustee. The Hays ease cited by the majority imposed the obligation to arbitrate on the Trustee only for claims “derived from the rights of the debtor under section 541.” See Hays & Co. v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 885 F.2d 1149, 1154 (3d Cir.1989). Because the plan is not property of the estate, an obligation such as termination is not derived under section 541. Indeed, Hays refused to impose the obligation to arbitrate on claims that were “not derivative of the bankrupt.” 885 F.2d at 1155.
The majority also holds that the power to terminate would not be excluded by section 541(b)(1) as an interest exercised “solely for the benefit of an entity other than the debt- or,” because it would benefit the estate. See maj. op. at 513-14. Again, I disagree. Assets which have no value to the estate are not property of the estate and the Trustee has no power or duty to manage them. See In re Peckinpaugh, 50 B.R. 865, 869 (Bankr. N.D.Ohio 1985) (holding that it is against the intent of the Bankruptcy Code to shift the Trustee from a custodial role to that of an investment manager and that “at no time does [the trustee] have a duty to manage assets, which have no value to the estate ... ”); see also In re Kreiss, 72 B.R. 933, 939 (Bankr.E.D.N.Y.1987) (excluding from the bankruptcy estate an interest that had no value). The power to terminate the plan does not benefit the estate. The plan is underfunded, and Esco will not be able to pay off the plan, even at current value. Exercising a power to terminate will not add *518any value to the estate; it will merely cut off the escalation of the amounts the PBGC must supply to pay off the plan. It is the PBGC, not the estate, to whom the right to terminate the plan has value. See Pension Benefit Guarantee Corp. v. FEL Corp., 798 F.Supp. 239, 242 (D.N.J.1992) (stating that PBGC claims for termination liability are unsecured claims, unlikely to be paid by an insolvent debtor in bankruptcy, thereby increasing PBGC’s risk).9
The majority states that “someone must shoulder the responsibility for terminating the pension plan of an employer that has entered Chapter 7 liquidation proceedings.” I agree, but I do not see any basis for the bankruptcy trustee to be that “someone.” Moreover, ERISA provides in § 1342 for the PBGC to fulfill that role.10
Judicial transference of the employer’s obligation to terminate the plan in order to ensure “that plan assets are protected” is a laudable goal, but ERISA already protects the plan assets through the PBGC. Imposing this obligation on the bankruptcy trustee contravenes the limited authority allowed under the Bankruptcy Code and forces the Trustee into a conflict of interest that frustrates obligations to the bankruptcy estate.11 Because ERISA already provides an alterna-five solution that avoids this conflict, I respectfully dissent.
. Although ERISA's references to the employer’s duties are numerous, nowhere does ERISA refer to the bankruptcy trustee or any relationship the trustee may have to a debtor’s plan. Accordingly, I do not find the majority's conclusion as to Congress' intent "obvious.” See maj. op. at 512 & n. 13.
. Section 541 defines the scope and contents of that estate. "The commencement of a [bankruptcy] case ... creates an estate. Such estate is comprised of all the following property ...: (1) Except as provided in subsections (b) and (c)(2) of this section, all legal or equitable interests of the debtor in property...." 11 U.S.C. § 541 (1988).
. See also In re Nevin, 135 B.R. 652 (Bankr.D.Hawaii 1991) (limiting trustee's obligation to file tax returns only for the estate, not for the debtors). For example, the majority confuses the concept of the bankruptcy estate with that of the debtor by stating that the estate has "former employees.” See maj. op. at 511 (“the estate's responsibility to its former employees”). A bankruptcy estate has no former employees; only the debtor does.
. "Property of the estate does not include — (1) any power that the debtor may exercise solely for the benefit of an entity other than the debtor.” 11 U.S.C. § 541(b) (1988).
. ERISA itself recognizes differences between chapter 7 and chapter 11 regarding necessary distress criteria. Section 1341(c)(2)(B)(ii) contemplates and requires further involvement of *517the debtor and bankruptcy court in the termination proceeding after the bankruptcy filing. Section 1341(c)(2)(B)(i) only requires filing of or conversion to chapter 7. See 29 U.S.C. § 1341(c)(2)(B) (1988 & Supp. V 1993); 29 C.F.R. § 2616.3 (1993).
. The majority attempts to find authority in § 704 for imposing on the bankruptcy trustee the duty to terminate the plan. See maj. op. at 514-15 (“[T]he duties set out under 11 U.S.C. § 704 provide ample support...."). If a duty does not pertain to property of the estate, however, it cannot fit within § 704. Consequently, the majority’s dependence on § 704 fails.
. The majority does not specifically hold that the obligation to terminate is property of the estate. Nonetheless, it states that the bankruptcy trustee is attempting to "abandon” its obligations. See maj. op. at 512 ("cannot allow the bankruptcy abandonment procedures to be used"), 515 ("abandoning the debtor's pension plan obligations”), - ("abandoning that plan"). Unless an item is property of the estate, however, there is nothing for the trustee to abandon. See 11 U.S.C. § 554 (1988) (“A trustee may abandon property of the estate.").
. See Midlantic Nat’l Bank v. New Jersey Dep't of Envt’l Protection, 474 U.S. 494, 106 S.Ct. 755, 88 L.Ed.2d 859 (1986) (environmental obligations for contaminated property of the estate); In re Commonwealth Oil Refining Co., 805 F.2d 1175 (5th Cir.1986) (same), cert. denied, 483 U.S. 1005, 107 S.Ct. 3228, 97 L.Ed.2d 734 (1987); In re Holywell Corp.,-U.S.-, 112 S.Ct. 1021, 117 L.Ed.2d 196 (1992) (tax returns for property of the estate); Tambay Trustee v. Pizza Pronto (In re Pizza Pronto), 970 F.2d 783 (11th Cir.1992) (same); United States v. State Farm Fire & Cas. Co. (In re Joplin), 882 F.2d 1507 (10th Cir.1989) (same); In re Reich, 54 B.R. 995 (Bankr. E.D.Mich.1985) (finding liability for the snowflakes that collapsed the roof of the estate's property, not the building next door).
. Moreover, imposing the obligation to administer the plan during the termination process on the chapter 7 trustee does require the trustee to act only for the benefit of the plan. See N.L.R.B. v. Amax Coal Co., 453 U.S. 322, 329, 101 S.Ct. 2789, 2794, 69 L.Ed.2d 672 (1981) ("[A] trustee bears an unwavering duty of complete loyalty to the beneficiary of the trust, to the exclusion of all other parties.”); id. at 334, 101 S.Ct. at 2796 n. 17 ("[T]he trustees must act solely in the interest of the trust beneficiaries.”). Additionally, although the majority correctly states that the "decision to terminate" is not subject to fiduciary restrictions, see maj. op. at 514 n. 16, the plan administrator does have fiduciary responsibilities during the process of termination. See 29 U.S.C. § 1342(d)(3) (1988 & Supp. V 1993) (stating that an ERISA plan Trustee shall be a fiduciary during the process of terminating a pension plan).
. ERISA grants authority to the PBGC to terminate the Plan. First, it authorizes the PBGC to institute termination proceedings. See 29 U.S.C. § 1342(a) (1988 & Supp. V 1993). Second, it authorizes the PBGC to apply to the United States District Court for the appointment of a trustee to administer the plan, or the PBGC may request appointment itself as trustee. See 29 U.S.C. § 1342(b) (1988 & Supp. V 1993). Third, it authorizes the PBGC to ask the district court to decree that the plan trustee shall terminate the plan. See 29 U.S.C. § 1342(c) (1988 & Supp. V 1993); see also Pension Benefit Guarantee Corp. v. FEL Corp., 798 F.Supp. at 242 (explaining the PBGC’s authority to terminate a plan under § 1342). The majority assumes that terminating the Plan is a "relatively simple task.” See maj. op. at 511 ("the relatively simple task of terminating Esco's pension plan”). If so, I question why the PBGC has refused to pursue this obvious solution and its own self-interest.
. See In re Deena Woolen Mills, 114 F.Supp. 260, 267 (D.Me.1953) ("[A] trustee should be wholly free from all entangling alliances or associations that might in any way control his complete independence and responsibility.”); In re 10th Avenue Distributors, Inc., 97 B.R. 163, 166 (Bankr.S.D.N.Y.1989) (limiting trustee's standing to recovery of property to benefit entire estate and "not particular to one creditor").