United States Court of Appeals FOR THE EIGHTH CIRCUIT

_____________ No. 96-3909

_____________ Tommy E. Delph, * * Appellee, * * v. * Appeals from the United States * District Court for the Dr. Pepper Bottling Co. of Paragould, * Eastern District of Missouri. Inc., also known as Dr. Pepper-7Up * Bottling Company, * * Appellant. *

___________ No. 97-1160

___________ Tommy E. Delph, * * Appellee, * * v. * * Dr. Pepper Bottling Co. of Paragould, * Inc., A corporation, doing business as * Dr. Pepper-7Up Bottling Company, * * Appellant. *Judge Henley died on October 18, 1997. This opinion is not inconsistent with 1 his vote at the panel's conference following oral argument of the case on September 11, 1997. -2- _____________ Submitted: September 11, 1997 Filed: December 5, 1997

_____________ Before B OWMAN, Circuit Judge, HENLEY, Senior Circuit Judge, and MORRI S 1 SHEPPARD ARNOLD, Circuit Judge.

_____________ BOWMAN, Circuit Judge.

Dr. Pepper Bottling Company of Paragould (Arkansas), Inc., appeals from the judgment of the D istrict Court rendered after a bench trial holding the company liable for maintaining a racially hostile work environment that resulted in the constructiv e discharge of Tommy Delph. The court awarded Delph $24,800 in back pay; $150,000 in co mpensatory damages; and $50,000 in punitive damages. Dr. Pepper separatel y appeals the a ward to Delph of attorney fees in the amount of $88,800. We hav e consolidated the two cases and now affirm, except insofar as we reduce the amount of the compensatory damages award.

I.

We first recount the f

acts of the case, taking the evidence presented at the twoday trial in the light most favorable to the judgment. See Tidwell v. Meyer's Bakeries, Inc. , 9 3 F.3d 490, 494 (8th Cir. 1996). Delph, a black man, went to work for Dr

. Pepper's Poplar Bluff, Mi ssouri, facility on May 4, 1990. He was hired as a part-time-3-

truck loader by Tom Orosz, branch sales manager, who was responsibl e for running the Poplar Bluff op eration. Within two months, Delph was made the merchandiser at the Wal-Mart store, one of the branch's largest acco unts. Soon after that he was promoted to a position as route salesman, a full -time position that involved visiting customers on a fixed route (including the Wal-Ma rt store), selling soft drinks, delivering the product to the stores, and stock

ing the shelves. He was also expected to call on potential new customers. Effective June 15, 1992, Delph terminated his employment with Dr

. Pepper.
Delph was the on ly black person working at the Poplar Bluff facility during his tenure with Dr. Pepper. He presented testimony at trial of several incidents that had serious racial overtones. He testified that Orosz and Terry Anspach, Delph's rout e supervisor for a time, had told Delph on two or three occasions that he should not be found in Fisk, Missouri, after dark because no blacks worked there. The implication was that Delph should be frightened to find himself in such a si tuation. In keeping with that theme, Orosz also spoke with Delph about taking him deer hunting in Hardy , Arkansas, where "they would have a field day" with him be cause no blacks lived there. Trial Transcript at 39. In the winter before Delph quit Dr. Pepper, Orosz told Delph that he (Oros z) had been asked to join the Ku Klux Klan and "[t]hat he [Orosz] didn't want to tell the guy that he had one working for him, a black guy." Id. Orosz also told Delph that not many "black guys" had jobs like Delph's, and because he was black he should work harder. Id. at 68.

Acc ording to the testimony, there was also a steady barrage of racial name

calling at the facility. Although the time when some of the incidents took place could not be pinpointed, Delph testified that they occurred right up until the time h e terminate d his employment with Dr. Pepper. There was evidence that Orosz calle d Delph "black boy" rat

her than using his name at sales meetings and in the presence of Delph 's co-workers, and otherwise on a regular basis. Anspach also used racia l epithets when talking to and referring to Delph, includi ng "nigger," "black boy," "tokenInitially Delph was told he owed $1000. But when he asked for the remains of 2 the printer he had destroyed, the amount was lowered. -4- black boy," and "my little black boy." Id. at 33, 187. Delph describ ed in particular one occasion when Anspach was directing Delph as Delph was backing up his truck at a customer 's store. Anspach told Delph "to bring your ass, nigger, bring your ass." Id. at 33. Anspach regularly used the phrase "bring your ass, nigger" to Delph, often in the presence of Delph's colleagues, until Anspach was f ired in April 1991. There also was testimony from Delph's coworkers that they, too, used racial slurs and told racial jokes in the office and the warehouse, in the presence of Delph. Orosz and Anspach often
were present as well, and said nothing about the offensive talk. Customers of Dr

. Pepper also testified that they heard both Orosz and Anspach use racial epithets when referring to Delph.

Th ere was evidence regarding several incidents involving Delph and hi s employerthat do not have racial overtones, but that Delph nevertheless claims wer e eviden ce of racial animus on the part of Dr. Pepper. The court agreed that some o f these episodes were discriminatory, but specifically found that others were not.

One incident tha

t Delph found particularly distressing involved the destruction of company property. Dr. Pepper route salesmen were given computers and printers t o use in their jobs. Pursuant to a written, two-year-old policy, Delph acknowledged whe n he was issued the equipment that he would be expected to pay to replace th e units if they were lost, or to pay $50 if his computer or printer would not work because of employee abuse or neglect. Delph accidentally backed over his printer w ith his truck in Au gust 1990 and destroyed it. He was required to pay more than $900 for a replacement, w ith twenty dollars per week withheld from his paycheck until the debt

2 was paid. After Delph was told of the fine, he appealed to the company's main office in Parago uld and claimed the action was racially motivated. The assessment wa s sustained. The c ourt concluded that this action on the part of Dr. Pepper was racially-5-

motivated because similarly situated white employees were n ot treated so harshly. The "similarly situated" white employees, however, had not destroyed their computers or pri nters, but had negligently damaged company vehicles, which were insured. (Th e computers and printers were not insured.) These employees were not required to pay anything to repair the vehicles, notwithstanding that collision i nsurance coverage on the vehicles likely carried a deductible, an out-of-pocket expense to the company.

On anoth er occasion, in October 1990, Delph received a "write-up" (a forma l written warni ng) from Anspach concerning an inadequately stocked vending machine
on Delph's route and insufficient supplies of soft drinks at Wal-Mart at the beginning of a weekend, with a notation that Delph needed to improve his attitude. The court found that it was not only unfa ir criticism but also was racially motivated, "[g]iven the other evid ence about Mr. Anspach's clear racial animus." Transcript of Findings o f Fact and Conclusions of Law at 20.

Then in March 1991, Delph received a three-day suspension for insubordinate behavior when dealing wit h Orosz. On the day in question, Delph had returned to the warehou se without making his afternoon stop at Wal-Mart. (He ordinarily made two stops at the store each day because it was such a high-volume account--one first thing in the morning and again last thing in the afternoon.) Delph was having vehicl e trouble, and had planned to service the account in his personal vehicle that evening

. But Orosz stopped in at Wal-Mart in the afternoon and called Delph at the warehouse when he saw that the account had not been serviced. A s Delph tried to explain why he had not been to the store, Orosz suspended him and Delph hung up on Orosz. When Orosz called back, Delph refused to speak to him. (Orosz claims it was only then that Delph was su spended for three days.) Delph filed a grievance with the main office

. The processing of the grievance was delay ed, and Delph called the office in Paragould and relayed his belief that Dr. Pepper's action s were racially motivated. The grievance
was i nvestigated and denied. The court concluded that the suspension was no t discriminatory.-6-

Delph complained about the number o f notes in his personnel file that related to Delph's servicing of his accounts. Generally, these were phone messages from hi s
acc ounts, often requesting additional product. As the District Court found, however, only a handful of them could realistically be described as complaints about his work, and there is no indication in the record that they were the result of racial discrimination.
Delph also testified about miscellaneous incidents that he says involve d discriminationbased on race. In January 1991, Orosz gave Delph a written warning fori nsufficient effort in calling on new accounts, although there apparently was n o follow-up or discipline as a result of the write-up. Delph requested that he be given extra help when it was available becaus e he was responsible for the high-volume WalMart account. Only rarely did Orosz assign extra help to Delph. According to Delph, Orosz e xpected Delph to deliver out-of-date or nearly out-of-date soft drinks to WalMart, an import ant account to Delph, because the store had the sales volume to move the product quickly. Delph refused. Delph also believed that he was cheated out o f prizes he should have won in sales contests, although there was no evidence t o corrobo rate that contention. The court did not find that any of these situation s suggested racial discrimination by Dr. Pepper.
Delph was offered employment as a route salesman for Pepsi, located in Cape Girardeau, Missouri, in February 1992, and declined the opportunity. When offere d the job again in M ay he accepted, although it meant taking a cut in pay. When Delph left Dr. Pepper in June 1992, he gave as one reason for taking the job with Pepsi the fact that the family wanted to move to Cape Girardeau, Missouri, so that his wife could att endnursing school there. She did not attend school, but she did take a job with a hospital there. Delph left Pepsi early in 1993, and then later found a construction job that paid him more money. On October 26, 1992, Delph filed a charge of discrimination with the Equa l Employment Opportunity Commission and the Missouri Commission on Human Rig hts.-7-

He filed suit in federal court on May 17, 1994. The case was tried to a judge sitting without a jury by consent of the parties. After a two-day trial, on September 19, 1996, the court announced its findings of fact and conclusions of law from the bench. Th e court found that Delph had been constructive ly discharged and awarded him back pay, compensatory damages, punitive damages, and attorney fees and costs.

II.
For its first issue on appeal, Dr. Pepper argues that the court erred in finding that Delph was constructively discharged. The District Court found that Delph wa s subjected to a racially hostile work en vironment up until the time he resigned from Dr. Pepper, and that his resignation met the criteria under Title VII jurisprudence to have been a constructive discharge. We review the court's findings for clear error. Se e E.E.O.C. v. Delight Wholesale Co. , 973 F.2d 664, 669 (8th Cir. 1992).

"Aconstructive discharge occurs when an employer renders the employee' s working conditions intolerable, forcing the employee to quit." Kimzey v. Wal-Mart Stores, Inc. , 107 F.3d 568, 574 (8t h Cir. 1997). Behavior that can be characterized as "m erely offensive" is not actionable, but "a tangible psychological injury" on the part of the employee is not required for the employer's behavior to be illegal. Harris v

. Forklift Sys., Inc. , 510 U.S. 17, 21 (1993). The conduct complai ned of must have been "sever e or pervasive enough to create an objectively hostile or abusive work environment--an environment that a reasonable person would find hostile or abusive--" if the plaintiff is to succeed. Id. In addition, "the victim [must] subjectively perceive the environment to be abusive," or the conduct at issue ca nnot be said to have "actually altered the conditi ons of the victim's employment, and there is no Title VII violation." Id. at 21-22; see also Kimzey , 107 F.3d at 573. Further, we have held that th e emplo yer's actions leading to the decision to quit must have been deliberate, that is , they "must have been taken with the intention of forcing the employee to quit. " Johnson v. Bunny Bread Co. , 646 F.2d 1250, 1256 (8th Cir. 1981). In the absence of-8-

conscious intent (which Dr. Pepper in fact asserts is lacking here), t he intention element may nevertheless be proved with a showing that the employee's "resignation was a
reason ably foreseeable consequence" of the racially hostile atmosphere of hi s workplac e. Hukkanen v. International Union of Operating Eng'rs Local 101 , 3 F.3 d 281, 285 (8th Cir. 1993).

A.
Dr. Pepper contends that

the court's finding of constructive discharge was error because the District Court improperly considered--and relied on--evidence of certain nondiscr iminatory conduct that occurred during Delph's two years of work for Dr

. Pepper. The court specifically found that the notes in Delph's file concerning customer requests or comments, the write-up concerning Delp h's failure to call on new accounts, andthe three-day suspension were not racially motivated. Nevertheless, citing these incidents, the court held that "it was reasonable for plaintiff to believ e that he was being picked o n because of his race, and this supports the finding of a constructiv e discharge." Transcript of

Findings of Fact and Conclusions of Law at 21. Dr. Pepper claims that this was error. If the court used legal (that is, nondiscriminatory) actions of the employer to satisfy the objective standard of constructive discharge, we would agree. It would be improper for a court to use a plaintiff's perception of what are, as a matter of law, nondiscriminatory and perfectly legal actions in order to find that the workplace would have been hostile or abusive to the reasonable person because o f illegal racial harassment . But as noted above, there is a subjective aspect to th e constructive discharge inquiry as well as an objective one. To the extent that the court used the incidents in question to conclude that Delph had satisfied his burden o f proving that he met the subjective standard, then a finding that Delph was sincere in believing that the incidents in question were discriminatory was not error. See West v. Marion Merrell Dow, Inc. , 54 F.3d 493, 498 (8th Cir. 19 95). But Delph's subjective belief that these actions were discriminatory is irrelevant to the objective inquiry-

- whether a reasonable person would find the Dr. Pepper workplace hostile--andWhether Delph subjectively believed the workplac e at Dr. Pepper to be racially 3 abusive is not an issue on appeal. The Dist rict Court also thought the policy was not applied to Delph a s 4 promulgated, because he did not lose the printer but only damaged it. The policy does say, "If the equipment is lost, the following [$1000 per computer or printer unit] will becharged to the person losing the equipment." Memorandum of Aug. 31, 1988 (re: Noran d Equipment Maintenance). But it is clear from the language of the policy that the les ser $50 charge for abuse or neglect was intended to apply when the equipment was repaira

ble: "If the units will not work due to abuse or neglect (soda, paper clips, rain , etc. in the units), a $50 fee will be assessed for each unit." Id. When Delp h destroyed his printer, it was effectively "lost." In any event, there was no evidence that a n yone other than Delph had destroyed, damaged, or permanently lost a computer or printer, a nd therefore no evidence that the policy was enforced differently based o n race. -9- therefore the court's finding that Delph's belief was " reasonable " is troubling. Thus, when
we address Dr. Pepper's sufficiency argument infra Part II.C., we will not consider th e
no ndiscriminatory actions of Dr. Pepper as we evaluate whether Delph presente d sufficient evidence to prove that a reasonable person would find the environment at Dr. Pepper intolerable. 3
Moreover, we conclude that the court erred in finding that the incident with the computer printer and Anspach's October 1990write-up of Delph (concerning inadequately stocked customers and Delph's "attitude") were the result of discrimination. The white employees, who negligently damaged insured company vehicles, and Delph, who negligentl y destroyed his computer printer, were not similarly situated. As for Anspach's October 4 1990 write -up regarding Delph's "attitude," no evidence was presented that Delph wa s treated differently from similarly situated white salespersons. Notwithstanding every indication in the record that Anspach was racist, we are doubtful that this incident can be used to prove Dr. Pepper's liability for discrimination when there is no impl ication that this was disparate treatment based on race. In any event, i t is not necessary for us to consider either of these incidents in-10-

order to conclude that there is sufficient evidence of constructive discharge in the record to affirm the District Court. See supra Part II.C.

B.

Dr. Pepper states that any claims Delph may have concerning discriminatory behavior that occurred before December 31, 1991, are barred because Delph's administrativ e charge was not timely as to such acts. B ecause, as the company argues, the conduct predating 1992 is time-barred and therefore not itsel f actionable, the evidence of it cannot be
us ed to support Delph's claim of harassment. We disagree. "[E]vidence of a hostil e environment must not be compart mentalized, but must instead be based on the totality of circumsta nces of the entire hostile work environment." Gillming v. Simmons Indus. , 91 F.3d 1168, 1172 (8th Cir. 1996). Delph complains of a hostile environment throughout the time he was employed by Dr. Pepper, and is not seeking damages for discret e discrimina tory acts. "A hostile work environment is an ongoing nightmare for th e
e m ployee victim, in legal parlance, a 'continuing violation.'" Gipson v. KAS Snacktime Co. , 83 F.3d 225, 229 (8th Cir. 1996). The evidence here demonstrates a classi c continuing violation--Delph was called racist names and racial comments were made to him throughout his tenure with the company. They were not infrequent and were scattered througho ut

his two years with the company. Although Anspach, one of the wors t perpetrators of the harassment, was terminated from Dr. Pepper in April 1991, Orosz--the manager of the facility--remained and the abuse continued. The evidence of incident s before 1992 not only demonstrated the ongoing pattern of racial harassment, but also was relevant in resolving the ultimate question of wheth er the workplace at Dr. Pepper was so racially ab usive and hostile that a reasonable employee would feel compelled to quit his job. See Kimzey , 107 F.3d at 573. The court did not err in considering all racial incidents that oc curred during Delph's employment with Dr. Pepper when evaluating whether h e suffered a constructive discharge.This also explains, and in this case excuses, Delph's failure to complain about 5 the harass ment to his supervisors. See Briones v. Runyon , 101 F.3d 287, 291-92 (2d Cir. 1996). There would be little point in going to one's supervisors to challenge the racial atmosphere when it is those same supervisors who are creating and perpetuating it. Moreover, the racial slurs and comments used by A nspach and Orosz were patently offensive and no one, certainly not a supervisor, should need to be told as much. -11- C.
We come then to the question of whether the evidence tha t is properly considered in this case is sufficient to prove that Delph was constructivel y discharged. As discussed above,
we consider only the evidence of racial epithets and the overt racial tone of certai n
comm ents as proof of his constructive discharge. The question before us is whether i n the se circumstances the manifest racial harassment in the workplace that we hav e de scribed was so severe or pervasive that it would be reasonably foreseeable that a n employee subjected to it would resign. We hold that it was.

There are c ertain aspects of the conduct at issue here that compel the result we reac h today. First, on many (if not most) of the occasions recounted in the evidence, it wa s Delph's immediate supervisor ( Anspach) or the most senior employee in the Poplar Bluff office (Orosz) who made the offensive comments. The two supervisors were primarily responsib le for creating and maintaining the racially hostile atmosphere at Dr. Pepper , which makes the behavior all the more egregious. See Rodgers v. We stern-Southern Life 5 Ins. Co. , 12 F.3d 668, 677 (7th Cir. 1993); cf. Erebia v. Chrysler Plastic Prods. Corp. , 772 F.2d 1250, 1260 (6th Cir. 1985) ("R acial harassment directed at an employee by a single supervisor can sufficiently poison the employ ee's working atmosphere, since a supervisor can dominate the w orkplace with respect to his subordinate.") (Kennedy, J., dissenting), cert. denied , 475 U.S. 1015 (1986).-12-

Further, thi s is not a situation where racial jokes and innuendo were merely bandie d about the workplace with no particular target, or where Delph was called names behind his back but was unaw are of it. Much of the racially hostile language not only was used in Delph's presence, but was directed at him. Cf. Tidwell , 93 F.3d at 496 n.5 (noting that
an "in stance of insulting, racist language does not create an intolerable workplace" fo r plaintiff where plaintiff neither heard nor knew of the racist comment). In addition, we think the racially charged nature of the comments is significant toa finding of constructive discharge. Delph was called some of the most offensive of racist epithets. "[T]he use of the word [ni gger] even in jest could be evidence of racial antipathy." McKnight v

. Gene ral Motors Corp. , 908 F.2d 104, 114 (7th Cir. 1990), cert. denied , 499 U.S. 91 9 (19 91); see also Hull v. Cuyahoga Valley Joint Vocational Sch. Dist. Bd. of Educ. , 926 F.2d 505, 51 4 (6th Cir.) ("His use of the word 'niggers' cannot be characterized a s harmless o r casual.") (citing McKnight , 908 F.2d at 114), cert. denied , 501 U.S. 126 1 (1991). Similarly offensive and racially charged was Orosz's discussion of the Ku Klux Klan's i nvitation to him to join the organization, and his reaction--which he reporte d directly to Delph--that he did not want to tell the Klan he had "one" working for him. See Aman v. Cort Furniture Rental Corp. , 85 F.3d 1074, 1082 (3d Cir. 1996) (describing as "inherently racist remarks" such appellations as "another one," "one of them," "that one in there," and "all of you" when used to describe blacks).

This situation involved more than "a few isolated racial slurs." Powell v. Missouri State Highway & Transp. Dep't , 822 F.2d 798, 801 (8th Cir. 1987). The harassment Delph and others described was sufficiently severe o r pervasive--both objectively and subjectively-- to warrant a finding of constructive discharge. We conclude, even without considering any obj ectively nondiscriminatory conduct contained in the record, that Delph made a suff icient showing that he was subjected to a racially hostile workplace environment a reasonable pe rson would find intolerable, and that he did find it intolerable, and thus his resignation was indeed a constructive discharge.The court actually found that Delph was damaged in the amount of $200,00 0 6 under Title VII, but that only $150,000 in damages was suffered after November 21, 1991, the effective date of the Civil Rights Act of 1991, Pub. L. No. 102-166, 105 Stat. 1071, which expanded the remedies av ailable to the successful Title VII plaintiff. See Landgraf v. USI Film Prods. , 511 U.S. 244, 286 (1994) (holding that the section of the Act permitting recovery of compensatory and punitive damages is not retroactive). The court also found that Delph suffered damages under the Missouri Human Rights Act in the amount of $100 ,000 during the relevant statutory damages period. Because the am ount under state law would be duplicative of the amount awarded under Title VII, as b oth are to compensate for the same harm, the court awarded Delph the Title VI I damages, the larger amount. -13- III.
Dr. Pepper contends there is inadequate evidenc e to support the award of compensatory damages. We conclude that, although the evidence supports the award of som e compensatory damages, the amount of the award must be reduced.

The District Court found that Delph "did suffer emotional distress, pain and suffering, that he suffered humiliation, and degradation, and that this resulted in physica l manifestations, including t

he headaches and digestive problems." Transcript of Findings of Fact an d Conclusions of Law at 27. The court concluded that $150,000 i n compensatory damages was an appropriate amount, bu t the record does not support such 6

a large award. Delph testified that he was "very hurt," "[e]motionally hurt." Transcript at 9 0. But he also said he did not know what else he was feeling, "other than hurt." Id. at 91. When pressed by his counsel, Delph said, "I had headaches, symptoms o f headaches, hurt in my stomach, and--" Id. Delph said he resign ed because he "was under
alot of pressure, and just couldn't take it no more." Id. at 92. He later testified that he
consu lteda physician because he "was experiencing headaches, ulcer-lik e sympt oms . . . and that's about it." Id. at 99. He said he was experiencing thes e symptoms while working for Dr. Pepper, but he did not seek medical atte ntion until he left Dr. Pepper, moved to Cape Girardeau, and began-14-

working for Pepsi. The statement of a neurologist wh o saw Delph on referral in February 1993, eight months after he left Dr. Pepper, was received in evidence during the trial. The repor t stated that Delph at that time complained of headaches, chest pain, and dizziness in the year and a half before seeing the neurologist, and that he said he had been having increasing difficulty with headaches in the previous six or seven months, that is, while he was working at Pepsi. The report was inconclusive as to the cause.
The only other testimony concerning Delph's emotional distress came from his wife, who said, "He was very withdrawn. . . . [H]e was upset a lot of time." Id. at 215. She said that after Delph started working for Pepsi, "[h]e was still unhappy . . . on the occasions that he had to go to Poplar Bluff" to service account s for Pepsi because of the chance that he might run into Orosz. Id. at 217.

This evidence does not justify an award of $150,000 in compensatory damages

. Although "[m]edical or other expert evid ence is not required to prove emotional distress" in these cases, Kim v. Nash Finch Co. , 123 F.3d 1046, 1065 (8th Cir. 1997), th e testimony o f Delph and his wife does not describe the severe emotional distress tha t would war rant such a large award of damages. Both the emotional and physica l complaints are vague and ill-defined, and are not characterized as especially intense

. Having considered the entire record, we hold that the District Court clearly erred i n awardin g such a large amount of damages to Delph, and therefore reduce the award o f compensatory damages to $50,000. See Vigoro Indus., Inc. v. Crisp , 82 F.3d 785, 789 (8th Cir. 1996) (standard of review).

IV.

Dr. Pepper also challenges the award of punitive damages, arguing that Delph did not prove that Dr . Pepper "engaged in a discriminatory practice . . . with malice or with reckless indifference to the federally protected rights of an aggrieved individual."-15-

42 U.S.C. § 1981a(b)(1) (1994). We disagree. We think there is more than enoug h evid ence, not necessarily of malice, but at least of reckless indifference to Delph' s federally protected right to be free from a racially hostile workplace. Apparently neither Ansp ach nor Orosz had received training on discrimination in the workplace, but on e simply does not refer to black employees as did Delph's t wo supervisors without knowing that such l anguage would offend a reasonable person in Delph's position. Clearly , Anspach and Orosz were indi fferent to Delph's rights as an employee of Dr. Pepper, and in the circumstances, we think recklessly so. The fact that these two men, from al l in dications the worst offenders, were Delph's supervisors supports the finding that th e conduct was reckless. See Kim , 123 F.3d at 1066 . We agree with the District Court that the tacit in ference in the testimony from some of the witnesses that this is just the wa y things are done in southeastern Missouri, and that it was all just good fun among goo d fellows, is unacceptable.

Dr. Pepper also argues that the amount of punitive damages is grossly excessive. We disagree, especially in vi ew of the overall reduction in the damages awarded to Delph as
aresult of this appeal, see supra Part III. The amount is sufficient to punish the actions of Dr. Pep per without being unreasonable, and is not out of proportion to Delph' s compensatory damages, even after our reduction of tho se damages to $50,000. See Dean v. Olibas , No. 96-4245, 1997 WL 716423, at *5-6 (8th Cir. Nov. 19, 1997). We affirm the award of $50,000 in punitive damages to Delph.

V.
Finally, Dr. Pepper challenges the award of attorney fees. Delph sought $114,942.50 in a ttorney fees. The District Court awarded only $88,800, reducing the hourly rate o f local counsel from $200 to $150 per hour, and that o f trial counsel from $250 to $200 per hour

. The court otherwise found that counsel for Delph "achieved an exceptiona l result . . . and prevailed in all material respects." Memorandum and-16-

Order of Jan. 6, 1997, at 3. The court did not deny reimbursement for any of the hours claimed (except for the time s pent preparing the fee application) and found that the work of the three attorneys was not needlessly duplicative. Dr. Pepper seeks to have the fee award reduced to not more than $55,778.

We will tamper with a district court's award of attorney fees only if there has been a n abuse of dis cretion. See Peanick v. Morris , 96 F.3d 316, 323 (8th Cir. 1996). "Th e Dis trict Court has discretion in determining the amount of the award because it has th e greatest exposure to, and therefore understanding of, the proceedings before it." Shrader v. OMC Aluminum Boat Group, Inc. , No. 97-1475WM, 1997 WL 685410, at *2 (8th Cir. Oct. 31, 199 7). The court here obviously examined the fee request with some care, and did reduce the hourly rates proposed by counsel. Dr. Pepper argues, however, that those rates are still too high. Dr. Pepper also claims tha t "[m]uch of the time for which Plaintiff sought attorneys' fees was exce ssive, unreasonable and duplicative." Brief for Appellant at 48. We have reviewed the parties' submissions to the District Court concerning these matters, and we cannot say that the court abused its discretion.
A closer call for us is the fact that three attorneys are seekin g fees. We have no problem with Delp h having both local and trial counsel. It is the second trial counsel that is o f
concern to us, but we note that he has billed only 62 hours deemed recoverable by th e court, comp ared with 325 for lead trial counsel. The second counsel's billings do no t appear to be duplicative of hi s colleague's work. Moreover, he was an active participant
a t the trial, examining and cross-examining a number of witnesses. On balance, we see no abuse of discretion in the amount of attorney fees awarded by the court and we affirm the order.-17- VI.
We affirm the District Court's finding that the racially hostile environment at Dr. Pepper's Poplar Bluff facility resulted in Delph's constructive discharge. The award of back pay was not appealed and is unaffected by this opinion. The awa rd of compensatory damages is reduced to $50,000, and the punitive damages award of $50,000 is affirmed. In case number 97-1160, the award of attorney fees is affirmed.
A true copy.

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