REVISED JUNE 15, 2009

IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

No. 08-20254

BRADFORD STONE

Plaintiff-Appellant

v.

UNOCAL TERMINATION ALLOWANCE PLAN; 

UNOCAL EMPLOYEE REDEPLOYMENT PLAN; 

UNOCAL RETIREMENT PLAN

Defendants-Appellees

Appeal from the United States District Court 

For the Southern District of Texas

Before GARWOOD, DENNIS, and PRADO, Circuit Judges.

GARWOOD, Circuit Judge:

Plaintiff-appellant, Bradford Stone (Stone), sued defendants-appellees,

UNOCAL Termination Allowance Plan, UNOCAL Employee Redeployment Plan,

and UNOCAL Retirement Plan (collectively, defendants), alleging that

defendants’ actions resulted in his constructive discharge and violated the

Employee Retirement Income Security Act (ERISA), specifically 29 U.S.C. §

1132(a)(1)(B), because he was denied unemployment benefits. The district court

granted summary judgment for the defendants after determining that the

defendants did not abuse their discretion in denying Stone’s benefits claim. 

United States Court of Appeals

Fifth Circuit

F I L E D

May 28, 2009

Charles R. Fulbruge III

Clerk
1Due to the terms of the merger, the Unocal Retirement Plan, a fully-funded defined

benefit pension plan, was merged into the Chevron Retirement Plan, also a fully-funded

defined benefit plan, and all Unocal Retirement Plan benefits would thereafter be paid from

the Chevron Retirement Plan.

2

Stone v. Unocal Termination Allowance Plan, 542 F. Supp. 2d 605 (S.D. Tex.

2008). Stone now appeals. For the following reasons, we affirm.

FACTS AND PROCEEDINGS BELOW

On August 10, 2005, Chevron Corporation (Chevron) acquired Unocal

Corporation (Unocal).1 Stone was employed by Unocal at the time as a Senior

Staff Machinery Engineer. Upon acquiring Unocal, Chevron extended Stone two

different job offers—each with identical compensation packages. 

Chevron offered Stone a base pay equal to his base pay at Unocal.

Additionally, Chevron’s Success Sharing program (CSS) replaced the Annual

Incentive Program (AIP) in which Stone participated as a Unocal employee.

Under CSS, Stone potentially qualified for a target bonus equaling 20% of his

base pay, while under the AIP, Stone was only eligible for a target bonus of

17.5% of his base pay. Further, Chevron matched 8% of Stone’s 401(k)

contributions, compared to Unocal’s 6% match. Chevron also recognized Stone’s

years of service and preserved his Unocal pension benefits. Though Chevron

established a plan equivalent to Unocal’s Long Term Incentive Plans (LTIP),

Stone was not eligible for the plan, and thus lost his Long Term Incentive award

(LTI). To offset this reduction, Chevron provided Stone with a continuation

bonus equal to 10% of his base pay, so long as he remained employed through

March 1, 2006. This bonus exactly matched the discretionary award of restricted

stock and stock options Stone would have received under Unocal’s LTIP. 

Stone accepted a position with Chevron as a Senior Staff Machinery

Engineer. He conditioned his acceptance on a review of the offer, which he
3

believed might not provide benefits and compensation equivalent to those he

received while employed at Unocal. In October 2005, Stone received a 5% raise

in his base pay. 

Chevron’s acquisition of Unocal constituted a change of control for

purposes of any employee arrangement and for all other company benefit plans.

Former Unocal employees could qualify for special, enhanced change of control

benefits if, within twenty-four months of the acquisition, the employee was

either involuntarily terminated or resigned within sixty days after the

occurrence of a “constructive discharge” event. The Unocal Retirement Plan, in

Article 16(E), defined constructive discharge as follows: 

“[A]n Employee’s resignation of employment with a Participating

Company, with a Controlling Entity, or with a Successor Entity

within 60 days of the occurrence of any of the following events,

provided that such event was initiated by a Participating Company,

a Controlling Entity, or a Successor Entity: 

(1) A reduction in the Employee’s base pay. 

(2) A reduction in the Employee’s annual incentive target award(s)

under an applicable annual cash bonus program in which the

Employee participates, which is included as Earnings under Section

1.17 [of the Unocal Retirement Plan]. 

(3) A reduction in the Employee’s eligibility for or amount of benefits

available to the Employee under this Article 16, or under the

Change of Control Event provisions of any other benefit plan of the

Company, or the Employee’s annual incentive target amount under

the Change of Control Event provisions of any stock-based or annual

incentive compensation program of the company. 

(4) A reduction in the benefits or perquisites available to the Eligible

Employee or his dependents as of the day immediately before the

Change of Control . . . . Benefits include, without limitation,

qualified or nonqualified defined benefit or defined contribution
2The sixty-day period for Stone to claim constructive discharge ended on March 2,

2006. Had Stone remained at Chevron until March 1, 2006, he would have received his

continuation bonus.

4

pension benefits; stock-based or annual incentive compensation

programs . . . . However, a reduction in benefits or perquisites shall

not include a modification of benefits or perquisites which results

from a change effected in the ordinary course of business which is

applicable to all similarly-situated employees of the Controlling

Entity or the Successor Entity and which does not result in a

material reduction in the aggregate value of benefits and perquisites

available to the Eligible Employee . . . .” 

In January 2006, Stone submitted a Constructive Discharge Application

to Chevron’s Change of Control Administrator (Administrator). He alleged the

following constructive discharge events under Article 16.1(E): (1) Chevron’s job

offer eliminated his LTI award, resulting in a reduction in benefits under Article

16.1(E)(3); (2) the one-time continuation bonus offered by Chevron was

insufficient and reduced the benefits previously available to Stone; and (3)

Chevron’s offer disregarded his annual lump sum increase (LSI) payment,

resulting in a reduction in base pay and establishing constructive discharge

under Article 16(E)(1) & (2). To satisfy eligibility requirements for change of

control benefits, Stone resigned from his position at Chevron on February 28,

2006.2

On February 24, 2006, the Administrator denied Stone’s claim. The

Administrator found that the elimination of the LTI did not reduce Stone’s

eligibility for benefits under Article 16.1(E)(3), which applied only to change of

control benefits. The Administrator explained that under the LTI change of

control provisions, upon a change of control event, Stone’s LTI awards vested

and became immediately exercisable. The Administrator explained that

Chevron executed theLTIPchange of control provisions; thus, Stone received his
5

benefits for 2005 and did not qualify for a constructive discharge under Article

16.1(E)(3).

The Administrator also found that the elimination of LTI did not

materially reduce Stone’s benefits as required by Article 16.1(E)(4). The

Administrator explained that, as a prerequisite to eligibility under Article

16.1(E)(4), Stone must have suffered a material reduction in aggregate benefits.

The Administrator compared the value of benefits to which Stone was entitled

the day preceding the change of control and the aggregate value of benefits to

which he was entitled the day after the alleged constructive discharge events

and determined thatthe continuation bonus offsetthe elimination of Stone’sLTI

for 2006. Thus, the Administrator concluded, Stone did not experience a

material reduction in benefits for 2006. The Administrator declined to speculate

about material reductions in future years.

Finally, the Administrator found that Stone’s LSI loss did not constitute

constructive discharge under Article 16.1(E). The Administrator noted that

Stone did not qualify for constructive discharge under Article 16.1(E)(2) because

Stone received a higher target bonus under Chevron’s cash program. The

Administrator also found Article 16.1(E)(1) inapplicable to the elimination of LSI

because under Unocal’s policies LSI did not constitute base pay. Lastly, the

Administrator found Article 16.1(E)(4) inapplicable. The Administrator

compared the base pay increase Stone received from Chevron with his LSI loss,

and because Stone’s salary increases exceeded any LSI reduction, the

Administrator held that a material reduction did not occur. 

Stone appealed the Administrator’s decision to the Change of Control

Appeals Committee (Committee), which had exclusive and final discretionary

authority to interpret and apply Plan provisions. Stone argued that the

Administrator wrongfully denied his claim concerning the loss of LTI and argued
6

that Article 16.1(E)(4) requires the Administrator to account for future losses.

The Committee reviewed the eight-page decision provided by the Administrator

but did not defer to his determination. The Committee, like the Administrator,

interpreted the provision to require consideration of potential benefits available

the day before the change of control and the day constructive discharge is

claimed; thus, speculative future losses would not be considered when making

the comparison. The Committee denied Stone’s appeal.

Neither the Administrator nor the Committee inquired into or considered

the cost of granting or denying constructive discharge benefits. The Committee’s

compensation was not affected by the number of appeals granted or denied. It

did not report, directly or indirectly, to the Chevron employee with corporate

responsibility for constructive discharge claims. All members of the Committee

were knowledgeable professionals with experience in human resources and

employee benefits, and they had independent counsel to assist them in fulfilling

their responsibilities. 

Stone filed suit in federal district court seeking to overturn the

Committee’s determination. Stone alleged that he was unlawfully denied plan

benefits in violation of ERISA, specifically 29 U.S.C. § 1132(a)(1)(B). The district

court granted summary judgment for the defendants, holding that the

Administrator and Committee’s interpretation of the Plan was legally correct.

The district court also held that the fact that Chevron employed the

Administrator and Committee was insufficient evidence to show a conflict of

interest, and in any event, no abuse of discretion was made. Stone now appeals.

DISCUSSION

This court reviews summary judgments in ERISA cases de novo. Crowell

v. Shell Oil Co., 541 F.3d 295, 312 (5th Cir. 2008). Because the Plan gives the

Committee discretionary authority to construe Plan terms and apply its
7

provisions, its decision is reviewed under an abuse of discretion standard. See

White v. St. Luke’s Episcopal Health Sys., No. 08-20198, 2009 WL 381131 (5th

Cir. Feb. 16, 2009) (unpublished). We apply a two-step process when conducting

this abuse of discretion review. Crowell, 541 F.3d at 312. First, we determine

whether the Administrator and Committee’s determination was legally correct.

Id. If so, the inquiry ends and there is no abuse of discretion. Id. Alternatively,

if the court finds the administrator’s interpretation was legally incorrect, the

court must then determine whether the administrator’s decision was an abuse

of discretion. Id.; Aboul-Fetouh v. Employee Benefits Comm., 245 F.3d 465, 472

(5th Cir. 2001). Only upon reaching this second step must the court weigh as a

factor whether the administrator operated under a conflict of interest. See

White, slip op. at 1–2; Crowell, 541 F.3d at 312.

Stone finds fault with this two-part analysis. He argues that the Supreme

Court’s decision in Metropolitan Life Insurance, Co. v. Glenn, 128 S.Ct. 2343

(2008), requires a reviewing court to consider conflicts of interest as a factor in

their analysis; thus, he maintains that the Fifth Circuit’s two-part analysis,

which allows a reviewing court to ignore a conflict of interest in the event of a

legally correct interpretation, directly contradicts the Supreme Court’s holding.

We disagree.

In Metropolitan Life, the Supreme Court was faced with the issue of

“whether a plan administrator that both evaluates and pays claims operates

under a conflict of interestin making discretionary benefit determinations,” and

if so, how that conflict should be taken into account on judicial review. 128 S.Ct.

at 2347. The Court held that a conflict of interest does exist where “the entity

that administers the plan . . . both determines whether an employee is eligible

for benefits and pays benefits out of its own pocket.” Id. at 2346. The Court
3Metropolitan Life did, however, alter how this Circuit determines whether a conflict

of interest exists. At the time of the lower court’s decision, this Circuit’s standing rule

regarding conflicts was that “[t]he mere fact that benefit claims are decided by a paid

human resources administrator who works for the defendant corporation does not, without

more, suffice to create an inherent conflict of interest.” See MacLachlan v. ExxonMobil

Corp., 350 F.3d 472, 479 n. 8 (5th Cir. 2003). The lower court applied this point of law,

holding that a conflict of interest did not exist because Stone’s only evidence of such a

conflict was the fact that the Committee was employed by Chevron. Stone v. Unocal

Termination Allowance Plan, 542 F. Supp. 2d 605, 613 (S.D.Tex. 2008). In light of

Metropolitan Life, the district court’s analysis of whether a conflict of interest existed was

incomplete; however, this error by the district court does not here require a remand because

the district court also correctly determined that the Administrator’s interpretation of the

Plan was legally correct, a determination which is not affected by the existence of a conflict

of interest. 

8

further held that “a reviewing court should consider that conflict as a factor in

determining whether the plan administrator has abused its discretion in denying

benefits.” Id. The significance of the conflict “depend[s] upon the circumstances

of the particular case.” Id.

Thus, Metropolitan Life announced a new standard for evaluating a

conflict of interest; however, that new standard does not affect the first step of

this Circuit’s analysis and only comes in to play during the second step in

considering whether an abuse of discretion has occurred.3 E.g., White, slip op. at

1–2; Crowell, 541 F.3d at 312. This Circuit does not consider a conflict of

interest until the second stage of the analysis because if an administrator’s

interpretation is legally correct “no abuse of discretion could have occurred.”

White, slip op. at 1. Therefore, Metropolitan Life has no relevance to the district

court’s determination that the Administrator and Committee’s decision was

legally correct. If we agree with that conclusion, we need not consider whether

there was a conflict of interest or an abuse of discretion. 

A. Legally Correct Interpretation

This court considers three factors when deciding whether an interpretation

is legally correct: “(1) whether the administrator has given the plan a uniform
4Stone does not argue that there are any unanticipated costs resulting from the

differing Plan interpretations; thus, we do not address the third prong.

9

construction, (2) whether the interpretation is consistent with a fair reading of

the plan, and (3) any unanticipated costs resulting from differentinterpretations

of the plan.”4 Crowell, 541 F.3d at 312. The most important factor in this threepart analysis is whether the administrator’s interpretation was consistent with

a fair reading of the plan. Id. at 313.

1. Uniform Construction

Stone’s first complaint is that the Administrator and Committee did not

consistently apply the Plan to similarly situated applicants. Stone alleges that

the Administrator and Committee acted inconsistently with regard to two groups

of applicants: (1) high-wage earners, like Stone, claiming a constructive discharge

due to a loss of LTI benefits and (2) low-wage earners claiming a constructive

discharge due to a reduction in base pay for travel time.

As to the first group, Stone argues thatthe Committee acted inconsistently

when it granted the claims of four high-wage applicants alleging a loss of LTI

benefits. These four applicants were a part of a group of forty-nine individuals

claiming constructive discharge benefits due to lost LTI benefits. Among that

group, only four applicants were ultimately successful. Two of those applicants

did not receive a continuation bonus (or any other additional benefits) to offset

their lost LTI award. The Committee determined that absent this bonus, the

applicants suffered a material reduction in aggregate benefits, resulting in a

constructive discharge. The other two applicants did receive a $14,000

continuation bonus; however, their LTI benefits had equaled 20% of their base

pay, which amounted to more than $30,000 each. Because the $14,000 bonus did

not offset lost LTI benefits, the Committee determined that they had suffered a

material reduction in aggregate benefits as well. 
10

In contrast, Stone was offered a $14,000 bonus to offset the loss of his LTI

benefits—and this bonus exactly matched his LTI benefits which amounted to

only 10% of his base pay at Unocal. Thus, Stone was not similarly situated to the

four applicants whose constructive discharge claims were granted. And the

denial of his claim was consistent with the Administrator and Committee’s

treatment of the other forty-five applicants whose claims were denied because

they received a continuation bonus that adequately offset lost LTI benefits. 

As to the second group, Stone alleges that the Administrator granted the

claims ofthirty-seven low-wage applicants by inconsistently treating their claims

as a reduction in base pay under Article 16.1(E)(1) rather than requiring a

material aggregate reduction in benefits under Article 16.1(E)(4). These lowwage earners worked at offshore locations. As Unocal employees, they were paid

between twenty-five and thirty dollars per hour for travel to and from those

locations. After the change of control, Chevron paid these workers only eighteen

dollars per “hitch,” which was the rough equivalent of paying the workers

minimum wage for their travel time. The Administrator interpreted this

reduction to fall under Article 16.1(E)(1)—thus, equating itto a reduction in base

pay, and he granted all thirty-seven applicants constructive discharge benefits.

Stone argues that the low-wage employees’ aggregate loss of income

associated with travel should have been treated similarly to losses associated

with stock options, restricted stocks, and bonuses. There is nothing in Article

16.1(E)(4) to suggest that payment for “travel time” was considered a benefit

under the Plan, and because Unocal employees were paid by the hour, it is

reasonable to assume that their base income included payment for travel time to

and from work. Unlike these travel time payments, Stone’s LTI award was not

part of his base pay—instead, it was interpreted as a benefit because it consisted

of stock options and restricted stock benefits. Additionally, Stone made no
5Stone lists these complaints as evidence of an abuse of discretion; however, they

relate chiefly to plan interpretation.

11

administrative claims concerning a reduction in base pay, and he admitted that

his base pay at Chevron was $7,000 higher than it had been at Unocal. Because

the LTI award constituted a benefit, it was consistent for the Committee to

review its loss under Article 16.1(E)(4). And because the low-wage earners were

not similarly situated to Stone, the grant of their constructive discharge claims

does not evidence an inconsistent construction of the Plan provisions. 

Thus, Stone has failed to point to any similarly situated individuals whose

constructive discharge claims were treated differently from his own, and based

upon the record, it appears the Administrator and Committee uniformly

construed and applied the plan provisions.

2. Fair Reading

Stone also argues that the Administrator and Committee did not give

Article 16.1(E) a fair reading. In particular, he argues that the Committee

misread Article 16.1(E)(3) to only apply in the event that a change of control

provision was triggered, refused to consider future losses under Article 16.1(E)(3)

and (4), and misinterpreted the elimination of his LSI under plan provisions.5

Again, whether the administrator gave the plan a fair reading is the most

important factor. Crowell, 541 F.3d at 313. Under any ERISA plan, the

eligibility for benefits “is governed in the first instance by the plain meaning of

the plan language.” Id. at 314 (quoting Tucker v. Shreveport Transit Mgmt. Inc.,

226 F.3d 394, 398 (5th Cir. 2000)). ERISA plans are interpreted in their

“ordinary and popular sense as would a person of average intelligence and

experience.” Id. (same). Thus, plan provisions must be interpreted as they are

“likely to be ‘understood by the average plan participant, consistent with the
12

statutory language.’” Id. (same).

Stone first claims that the elimination of his LTI award constitutes a

constructive discharge under the plain meaning of Article 16.1(E)(3), and the

Administrator and Committee misinterpreted the meaning of that provision in

order to deny his claim. Article 16.1(E)(3) defines a constructive discharge as:

“A reduction in the Employee’s eligibility for or amount of benefits

available to the Employee under this Article 16, or under the

Change of Control Event provisions of any other benefit plan of

the Company, or the Employee’s annual incentive target amount

under the Change of Control Event provisions of any

stock-based or annual incentive compensation program of the

Company.” (emphasis added)

By these terms, Article 16.1(E)(3) is expressly limited to reductions in the Change

of Control benefits provided by Unocal. Specifically, Article 16.1(E)(3) protects

only against reductions in (1) benefits available under Article 16, entitled “special

Provisions Regarding Change of Control,” (2) benefits available under Change of

Control Event provisions of other Unocal plans, and (3) incentive target amounts

under the Change of Control Event provisions of the stock-based or annual

incentive compensation programs like the LTI plan. 

Stone’s LTI benefits were protected by a change of control provision. After

the merger, Chevron complied with these change of control provisions. Because

Stone received all the benefits to which he was entitled “under the Change of

Control Event provisions” ofthe LTI Plan, the Committee determined he was not

constructively discharged under Article 16.1(E)(3). 

Stone argues, however,that Article 16.1(E)(3) provides for the continuation

of his LTI award. As discussed above, this reading is inconsistent with a plain

reading ofthePlan. To agree with Stone’s interpretation would require this court

to overlook the grammatical structure of Article 16.1(E)(3), which clearly

delineates, through the use of commas, that a change of control provision must
6Stone also argues that the Committee admitted that it did not consider any claims

under Article 16.1(E)(3). Again, this is a mischaracterization—the Committee did consider

the applicability of the subsection but found it inapplicable because Chevron had adhered

to the LTIP’s change of control provisions. 

13

be affected in order to trigger a constructive discharge under this subsection. 

Further, Stone’s allegations that Committee members “admitted” to not

interpreting Article 16.1(E)(3) according to its plain meaning is simply a

mischaracterization of their testimony. Two Committee members testified that

Article 16.1(E)(3) dealt with benefits to which employees were eligible following

a change of control; thus, the Committee interpreted subsection 3 to apply only

when a benefit’s change of control provision was triggered. Stone seems to equate

this testimony to an admission because it contradicts his own misinterpretation

ofthe Plan. Instead, this explanation is consistent with the Plan’s plain meaning

because Article 16.1(E)(3) is limited specifically to change of control provisions

and provides for constructive discharge when benefits are altered in a manner

contrary to those provisions.6

Stone also contests the Administrator and Committee’s refusal to consider

future losses. Specifically, he argues that his continuation bonus was limited to

2006 and, thus, could not offset future losses. These future losses, according to

Stone, constitute a material reduction in aggregate benefits under Article

16.1(E)(4). For an applicant to be eligible for benefits, Article 16.1(E) requires

that an employee file his application “within 60 days of the occurrence of any

of the [specified constructive discharge] events.” Additionally, Article 16.1

provided only a twenty-four month protected period after the change of control.

Stone estimated his future losses from 2007–2011 because the one-time

continuation bonus he received offset his lost LTI benefits only for 2006. The

Committee determined that because he had been made whole for 2006, no
14

constructive discharge event had “occurred.” The Administrator and Committee

agreed, however, that nothing prevented Stone from filing a constructive

discharge application at a later time, should he not receive an offsetting

continuation bonus or additional benefits for 2007.

Based upon the Plan’s plain language, a constructive discharge event must

occur prior to the employee becoming eligible for benefits. Stone applied for

constructive discharge on January 1, 2006, but his continuation bonus had made

him whole for that year. Still, Stone alleges a constructive discharge event had

“occurred” because the reduction in benefits made him subject to future losses.

Stone resigned prior to becoming eligible for a 2007 bonus, and he has failed to

show he would not have received adequate compensation in 2007 to offset any

benefits lost due to the merger event. As to 2008 and beyond, though Chevron

inferentially admits it would not have provided Stone with additional

compensation to make him whole, the merger agreement imposed no obligation

to protect compensation and benefits beyond the twenty-four month protected

period. Because Stone’s alleged future losses are highly speculative and extend

beyond the protected period, it was reasonable and consistent with a plain

reading of the provision to disregard those claims. 

Finally, Stone argues that the Committee ignored the loss of his LSI and

refused to consider it as a reduction in base pay under Article 16.1(E)(1).

Unocal’s LSI was a discretionary award, made in a single payment, with no

resulting incremental increase in the employee’s base pay and was not considered

“pay” for benefit plans and related purposes. Because the LSI was not a part of

base pay, its loss could not constitute a reduction in base pay as required by

Article 16.1(E)(1). Thus, the Administrator and Committee properly considered

the loss of the LSI award as a “benefit” under Article 16.1(E)(4). The LSI equaled

3.5% of Stone’s base pay. In October 2005, Stone received a 5% raise in base pay.
7See also the somewhat similar case, involving the same plans and many of the

same general issues, Robertson et al. v. Chevron Corp. & Unocal Retirement Plan, No. MO07-CA-42-4, (W.D. Tex. Apr. 3, 2008) (unpublished).

15

This raise resulted in an increase in Stone’s base pay, which thereby increased

his Savings Plan matching contributions, his Retirement Plan pensionable

salary, his cash incentive target bonus, and his continuation bonus. Even

without the LSI bonus, Chevron’s compensation package was valued at over

$7,000 more than what he received from Unocal. Thus, the Administrator and

Committee engaged in a fair reading of the plan and properly concluded that

Stone had not been constructively discharged as defined by Article 16.1(E).

Based upon the above reasoning, the Administrator and Committee’s

interpretation of the plan was legally correct, and they could not have abused

their discretion in denying Stone’s benefits claim.7

B. Conflict of Interest and Abuse of Discretion 

Still, Stone argues that the district court erred when it determined that no

conflict of interest existed, and this court should take the existence ofthat conflict

into account when determining whether an abuse of discretion occurred.

Although we need not resolve this issue, we note that Metropolitan Life instructs

this court that, if an administrator has a conflict of interest, “we weigh the

conflict of interest as a ‘factor in determining whether there is an abuse of

discretion,’ . . . meaning we ‘take account of several different considerations of

which conflict of interest is one.’” Crowell, 541 F.3d at 312 (quoting Metro. Life,

128 S.Ct. at 2350–51). And although a conflict exists where “the entity that

administers the plan . . . both determines whether an employee is eligible for

benefits and pays benefits out of its own pocket,” the Supreme Court further

explained that: 

“[a] conflict of interest . . . should prove less important (perhaps to
16

the vanishing point) where the administrator has taken active steps

to reduce potential bias and to promote accuracy, for example, by

walling off claims administrators from those interested in firm

finances, or by imposing management checks that penalize

inaccurate decisionmaking irrespective of whom the inaccuracy

benefits.” 

Metro. Life, 128 S.Ct. at 2346, 2351. So, even assuming arguendo that a conflict

exists, it is attenuated at best. The plans are both fully funded and independent

legal entities, and a decision to pay benefits does not directly affect Chevron

because Plan assets are not actually Chevron’s assets. Further, Chevron took

multiple steps to avoid a potential conflict: (1) the Administrator and Committee

neither investigated nor considered the cost of granting or denying an application

for benefits; (2) their compensation was not affected by the number of appeals

granted or denied; (3) Committee members did not report to the Chevron

employee responsible for constructive discharge claims; (4) they had access to

independent counsel to advise them; and (5) Chevron made no attempt to

influence the administrative process. 

Stone offers no additional evidence of a conflict nor does he provide

evidence thatthe Administrator and Committee acted arbitrarily or capriciously,

resulting in an abuse of discretion. See Lain v. UNUM Life Ins. Co. of Am., 279

F.3d 337, 342 (5th Cir. 2002). Thus, even if the Administrator and Committee’s

interpretation had been legally incorrect, no abuse of discretion has been shown.

CONCLUSION

As the Administrator and Committee’s interpretation of the Plan was

legally correct, no abuse of discretion occurred, and Stone’s benefits claim was

properly denied.

AFFIRMED