                                                            United States Court of Appeals
                                                                     Fifth Circuit
                                                                  F I L E D
                    UNITED STATES COURT OF APPEALS
                         FOR THE FIFTH CIRCUIT                   February 23, 2005

                                                              Charles R. Fulbruge III
                                                                      Clerk
                              No. 04-30895
                            Summary Calendar


DWAYNE BELAIRE; JOHN BELCHER; WADE
BONDS; BOBBY W. BUTLER; CLARENCE E.
CANNON; ET AL,

                                                 Plaintiffs-Appellants,

versus


BURLINGTON RESOURCES, INC.; BURLINGTON
RESOURCES, INC. DISCRETIONARY SEVERANCE
BENEFIT PLAN,

                                                  Defendants-Appellees.

                          --------------------
             Appeal from the United States District Court
                 for the Western District of Louisiana
                         (6:01-CV-786-RFD-MEM)
                          --------------------

Before WIENER, BENAVIDES, and STEWART, Circuit Judges.

PER CURIAM:*

     In this ERISA case, Appellants appeal the district court’s

rejection of their claims for severance benefits under Appellee

Burlington     Resources,   Inc.’s   (“BRI”)   Discretionary      Severance

Benefit   Plan    (“Severance   Plan”)    in   connection     with     BRI’s

outsourcing its platform labor and logistics operations in the Gulf

of Mexico to a third party (“Baker Energy”).        More specifically,


     *
       Pursuant to 5TH CIR. R. 47.5, the court has determined that
this opinion should not be published and is not precedent except
under the limited circumstances set forth in 5TH CIR. R. 47.5.4.
Appellants (BRI employees whom the district court previously held

not entitled to benefits under BRI’s Change in Control and Employee

Severance Protection Plan), alternatively sought benefits from the

Severance Plan.      They contend that —— despite their ineligibility

for benefits under the literal terms of the Severance Plan —— they

are nevertheless owed benefits under that plan because (1) the

actions of BRI constituted “interference” with their rights to

obtain benefits, in contravention of 29 U.S.C. § 1140 (“ERISA §

510"); and (2) specified management personnel of BRI and the Plan

Administrator breached their fiduciary duties to Appellants in

violation of 29 U.S.C. § 1104. Appellants also appeal the district

court’s denial of statutory penalties under 29 U.S.C. § 1132(c) for

the alleged fiduciary breaches.         For essentially the same reasons

extensively and patiently set forth by the district court in its

Ruling filed on July 23, 2004, we affirm.

       We have carefully reviewed the briefs and other filings of

counsel, the record in this case, including the applicable plan

documents, and the aforesaid Ruling of the district court.                 As a

result, we are convinced that       the claims of Appellants are without

merit.

       First, Appellants’ interference claim under § 510 of ERISA

cannot overcome the analysis and holding of Bodine v. Emplrs. Cas.

Co.1       Appellants   have   failed   to   show   that   BRI   somehow   took


       1
           352 F.3d 245 (5th Cir. 2003).

                                        2
prohibited action for the purpose of interfering with Appellants’

attainment of any right to which they were entitled. As Appellants

were entitled to no existing enforceable rights, they were required

to    show       that   BRI’s   actions    were     taken   for    the    purpose    of

interfering with rights to which Appellants might thereafter become

entitled under the plan in question.                   Based on the essentially

undisputed        facts    of   this    case,   the   district     court    correctly

concluded that the actions by and on behalf of BRI were not taken

for the purpose of interfering with rights to which they might have

become entitled.           To the contrary, the actions were legitimately

taken       to    ensure    continued     and     uninterrupted     employment       of

Appellants by Baker Energy, BRI’s successor in the Gulf of Mexico

activities, both in terms of structure and amount of compensation.

That BRI was also motivated by its non-discriminatory desire to

avoid a break in service for these experienced personnel that could

result from unintended and unwarranted severance payments is of no

moment.      Avoiding the inadvertent creation of a negative incentive

for    Appellants’         continued,     uninterrupted     work    when     changing

employers from BRI to Baker Energy does not constitute purposeful

interference with obtaining benefits to which Appellants had no

current entitlement or expectation of future entitlement if hired

without      a     break   in   service    by   Baker    Energy.         Under   these

circumstances, the reasoning and holding of our opinion in Bodine

bars    a    determination      of     actionable     “interference”       within   the

intendment of § 510 of ERISA.

                                            3
       Furthermore, in light of the unique nature of fiduciary

relationships under ERISA, which recognizes that fiduciaries can

wear “two hats,” a simple test of undivided loyalty is inapt.

Absent any showing of deceptive practices, misrepresentations, or

other untoward acts, the Appellants’ fiduciary breach claims miss

the mark entirely.         We need not waste judicial resources or paper

in    reiterating    the    detailed   analysis        and   conclusion      so   ably

provided by the district court in its eminently correct Ruling.

       Finally,     given    our   affirmance         of   the    district    court’s

rejection of Appellants’ substantive claims for interference and

for   breach   of    fiduciary     duty,       they   have   no   viable     basis   of

entitlement to statutory penalties under 29 U.S.C. § 1132(c).                        We

affirm the district court’s rejection of this claim as well.

       The district court’s Final Judgment, filed August 11, 2004 on

the basis of its aforesaid Ruling, is, in all respects,

AFFIRMED.




                                           4
