234 F.3d 541 (11th Cir. 2000)
Thomas H. YOCHUM, Plaintiff-Appellant,v.BARNETT BANKS, INC. SEVERANCE PAY PLAN, Employee Benefits Committee of the Barnett Banks, Inc. Severance Pay Plan, Defendants-Appellees.
No. 99-13581.
United States Court of Appeals, Eleventh Circuit.
December 1, 2000.December 13, 2000

Appeal from the United States District Court for the Middle District of  Florida. (No. 98-00758-CIV-J-21C), Ralph W. Nimmons, Jr., Judge.
Before EDMONDSON and BIRCH, Circuit Judges, and BLACKBURN*, District Judge.
PER CURIAM:


1
On this appeal we decide whether, after NationsBank bought Barnett Bank,  NationsBank's oral job offer to an executive of Barnett Bank that gave the  executive more responsibility, but only guaranteed his salary for one year and  eliminated his stock options, constitutes comparable employment under the  meaning of an ERISA severance pay plan. The district court held that the new  offer was comparable, and that by refusing the offer, the bank executive  disqualified himself from receiving severance benefits. We REVERSE and REMAND to  the district court with instructions to enter summary judgment for the  Plaintiff.

I. BACKGROUND

2
Plaintiff-Appellant, Thomas Yochum, had worked at Barnett Bank for 27 years when  the bank was sold to NationsBank.1 NationsBank offered Yochum the position of  Regional President of Operations in central Florida, which would have increased  the number of counties he supervised. However, he was only guaranteed his salary  for one year, and was not offered stock options.2 Yochum rejected this position  and began working for SunTrust Bank after the Barnett Bank/NationsBank merger  became effective on 9 January 1998.


3
Yochum was covered under the Barnett Banks Inc. Severance Pay Plan ("Plan"),  which is a welfare benefit plan as defined in the Employee Retirement Income  Security Act of 1974 ("ERISA"). See 29 U.S.C.  1002. On 4 May 1998, Yochum  requested that the Employee Benefits Committee ("Committee"3) pay him the  severance benefits due to him under the Plan. On 30 July 1998, he received a  letter from the Committee denying his request for severance benefits because,  according to the Committee, he had rejected a written offer of comparable  employment, which is a disqualifying event under section 2.2 of the Plan.4 This  letter also informed Yochum that he had exhausted his administrative remedies,  and would have to "seek other legal remedies" if he planned to appeal.


4
On 6 August 1998, Yochum filed a complaint against the Plan and its named  administrator, the Committee. Yochum then moved for summary judgment, and the  Committee moved for cross-summary judgment. After conducting limited discovery,  Yochum filed an additional motion for summary judgment based on new facts, which  the district court struck on the grounds that it was duplicative. The district  court then granted the Committee's summary judgment motion. The district court  held that comparable employment does not require identical employment, and  commented that granting Yochum severance benefits after he had already started  work with a new company would constitute a windfall for Yochum. Yochum appeals.

II. DISCUSSION
A.Standard of Review

5
The district court's grant of summary judgment is subject to plenary review, and  we apply the same standard of review as the district court. See Paramore v.  Delta Air Lines, Inc., 129 F.3d 1446, 1449 (11th Cir.1997). Summary judgment  shall be granted where "there is no genuine issue as to any material fact and  that the moving party is entitled to a judgment as a matter of law."  Fed.R.Civ.P. 56(c). We view the facts and all reasonable inferences in the light  most favorable to the non-moving party. See Wideman v. Wal-Mart Stores, Inc.,  141 F.3d 1453, 1454 (11th Cir.1998).


6
There are three standards of review appropriate in ERISA decisions. See Firestone Tire and Rubber Co. v. Bruch, 489 U.S. 101, 109 S.Ct. 948, 103 L.Ed.2d  80 (1989) (comparing ERISA law to trust law and adapting the standards of review  from trust law to fit ERISA cases). Where an ERISA plan does not grant the  fiduciary or plan administrator discretion over distribution of benefits, the  court will apply a de novo standard of review. See Marecek v. BellSouth  Telecommunicatons, Inc., 49 F.3d 702, 705 (11th Cir.1995). When the plan does  grant the fiduciary or plan administrator such discretion, the "arbitrary and  capricious" standard applies, which is analogous to an abuse of discretion  standard. See Marecek, 49 F.3d at 705. Finally, if the plan grants the fiduciary  or administrator discretion, but the court finds a conflict of interest between  the fiduciary or administrator and the company, a heightened arbitrary and  capricious standard applies, and the court will consider this conflict in its  analysis. See Brown v. Blue Cross and Blue Shield of Alabama, Inc., 898 F.2d  1556, 1566 (11th Cir.1990) ("[W]e hold that when a plan beneficiary demonstrates  a substantial conflict of interest on the part of the fiduciary responsible for  benefits determinations, the burden shifts to the fiduciary to prove that its  interpretation of plan provisions committed to its discretion was not tainted by  self-interest.") It is important to note that where the district court agrees  with the ultimate decision of the administrator, it will not decide whether a  conflict exists. It is only when the court disagrees with the decision that it  looks for a conflict and, when one is found, reconsiders the decision in light  of this conflict. See Marecek, 49 F.3d at 705.


7
The district judge applied the arbitrary and capricious standard, which was  appropriate because the Committee did have discretion over the distribution of  benefits. See R1-37-A3.5 Because the district court agreed with the Committee's  decision to deny Yochum's request for benefits, it was unnecessary to determine  whether a conflict of interest existed between the Committee and NationsBank.  We, however, disagree with the Committee's decision, and must take into account  any potential conflicts of interest while we decide whether the decision was  arbitrary and capricious.


8
Where the funding for severance plans comes directly from the coffers of a  company, rather than through a trust, there is a conflict of interest. See  Brown, 898 F.2d at 1562 (finding that the heightened arbitrary and capricious  standard must be applied when the ERISA plan was administered by an insurance  company which paid benefits directly from its own assets). In this case, we find  that there was a conflict of interest in the benefits decision by the Committee,  because severance benefits are paid directly from the coffers of NationsBank, so  a decision to award severance benefits would take money directly away from  NationsBank. At the same time, members of the Committee are NationsBank  employees, and their decision to deny benefits saves NationsBank a large sum of  money. NationsBank had already paid money to Yochum in fulfillment of other  contracts, and Yochum was now working for NationsBank's strongest competitor in  the region. Based on these conflicts of interest, we will apply the heightened  arbitrary and capricious standard, as the district court would have done if  necessary.

B."Comparable" Employment

9
Under the plain language of the Plan, Yochum would not qualify for severance  payments if he "declined a written offer of comparable employment" from  NationsBank as a result of the merger.6 NationsBank contends that, because  Yochum would have more responsibility in his new position, and because he was  guaranteed the same salary and incentives for one year, the job they offered was  comparable to Yochum's job with Barnett Bank. The Committee contends that  because stock options do not guarantee income, as stocks rise and fall  regularly, they are not a necessary part of a benefits package. Finally, they  argue that because "comparable" can be interpreted to mean "substantially  equivalent," Yochum turned down a comparable offer and is not eligible for  benefits.


10
Yochum disagrees, pointing out that his salary and incentives will decline one  year after he accepts employment with NationsBank, despite the fact that he has  a two-year agreement with Barnett Bank upon a change in control. Specifically,  after one year, his incentive package will decrease to about 25% of what he  received from Barnett Bank. Additionally, it is undisputed that Yochum will not  receive stock options from NationsBank, which were an integral part of his  benefits package at Barnett Bank. We find these arguments persuasive.


11
We look to the plain language of Yochum's Employment Agreement with Barnett  Banks ("Agreement") and the Plan to make our determination. See 29 U.S.C.   1104(a)(1)(D) ("[A] fiduciary shall discharge his duties with respect to a plan  solely in the interest of the participants and beneficiaries and ... in  accordance with the documents and instruments governing the plan insofar as such  documents and instruments are consistent with [ERISA]"); Hunt v. Hawthorne  Associates, Inc., 119 F.3d 888, 892 (11th Cir.1997) ("Because both the plan  administrator and named fiduciary must discharge their duties in accordance with  the written instrument, we examine the provisions of the Plan in detail").


12
The purpose behind the Agreement is to "attract and retain well-qualified  executives and key personnel and to assure itself of the continuity of its  management.... The Company is concerned that in the event of a possible or  threatened change in control of the Company, uncertainties necessarily arise and  the Executive may have concerns about the continuation of his employment status  and responsibilities and may be approached by others offering competing  employment opportunities, and the Company therefore desires to provide the  Executive assurance as to the continuation of his employment status and  responsibilities in such event." R2-49-A1. The guarantees in the Agreement are  meant to entice the Executive to stay with the Company, and the provisions  should be read in that light. Section 5(c) of the Agreement guarantees that,


13
During the Employment Period7, the Executive shall receive the following  compensation and benefits: ... (c) He shall be eligible to participate on a  reasonable basis, and to continue his existing participation, in annual  incentive, stock option, restricted stock, long-term incentive plan, and any  other incentive compensation plan which provides opportunities to receive  compensation in addition to his annual base salary which are the greater of  (i) the opportunities provided by the Company for executives with comparable  duties or (ii) the opportunities under any such plans in which he was  participating immediately prior to the Effective Date. Id. at A5.


14
Section 5(c) specifically guarantees that Yochum will receive stock options and  incentives at least equal to what he receives from Barnett Bank for a two-year  period after a change in control.


15
The Committee cites to a number of cases defining "comparable" to mean something  different than "equivalent compensation and benefits." However, those cases are  not applicable here, because "comparable employment" is defined in the language  of the Plan itself to mean "equivalent compensation and benefits." Where the  parties have agreed to the meaning of a word in a contract, and that word is  defined therein, we will not look to case law interpreting other agreements to  impose a different meaning.


16
Because Yochum would not have received stock options had he accepted the job  with Nations Bank, and because his salary and benefits package would have  decreased after one year, the new job did not provide "equivalent compensation  and benefits" as required. Therefore, by turning down this offer, he did not  decline an offer of "comparable employment."8

C.Arbitrary and Capricious

17
Because we do not agree with the Committee's decision, we now have to decide if  it was arbitrary and capricious, factoring in the conflict of interest. See  Brown, 898 F.2d at 1570. If the decision were for the benefit of the Plan's  beneficiaries, we might be persuaded to uphold it despite our disagreement with  the result. See Brown, 898 F.2d at 1566-67 ("[A] wrong but apparently reasonable  interpretation is arbitrary and capricious if it advances the conflicting  interest of the fiduciary at the expense of the affected beneficiary or  beneficiaries unless the fiduciary justifies the interpretation on the ground of  its benefit to the class of all participants and beneficiaries."); 29 U.S.C.   1104(a)(1)(A)(i) (the administrators of an ERISA plan are to discharge their  duties "for the exclusive purpose of providing benefits to participants and  their beneficiaries"). However, there is no evidence that the denial of benefits  to Yochum was made with the best interests of the Plan's beneficiaries in mind.


18
The decision itself was arbitrary and capricious. The Committee did not include  Yochum's Employment Agreement in its discussion of his claim, so they had no  true basis upon which to decide that the employment offer was comparable. They  determined that the offer was comparable, despite the fact that Yochum would no  longer be receiving stock options, which was an integral part of his benefits  package. When they made this decision, they were operating under the incorrect  information that Yochum's salary and benefits were guaranteed for two years  when, according to a later correction of several affidavits and the amended  minutes of the relevant Committee meeting, they were only guaranteed for one  year. Finally, the Committee denied Yochum the right to appeal their  determination, a right which is guaranteed under the plain language of the ERISA  statute. See 29 U.S.C.  1133(2) ("In accordance with regulations of the  Secretary, every employee benefit plan shall ... afford a reasonable opportunity  to any participant whose claim for benefits has been denied for a full and fair  review by the appropriate named fiduciary of the decision denying the claim.").  The Committee denied Yochum this opportunity, and then later asked the court to  ignore several of Yochum's arguments because they had not been raised before the  Committee. The denial of Yochum's claim based on false and incomplete  information was arbitrary and capricious, in that the plain language of the Plan  and the Agreement were violated. Further, the denial of Yochum's right to appeal  this decision to the Committee and the attempt to use that against him later  makes the violation even more egregious.

III. CONCLUSION

19
In order to disqualify Yochum from receiving severance benefits, NationsBank had  to show that he declined a written offer of comparable employment. Because stock  options are an important part of executive compensation, and because his  benefits would have decreased after one year, the job offer made by NationsBank  was not comparable as defined by the Plan. The denial of Yochum's right to  appeal was a further violation of ERISA. The decision made by the Committee was  arbitrary and capricious, and should not be upheld. Therefore, we REVERSE the  judgment of the district court and REMAND to the district court with  instructions to enter summary judgment for the Plaintiff.



NOTES:


*
 Honorable Sharon Lovelace Blackburn, U.S. District Judge for the Northern  District of Alabama, sitting by designation.


1
 We summarize only the facts relevant to our decision.


2
 Yochum also argues that the offer was not sufficient under the Severance Pay  Plan because it was made orally, and not in writing as required by the Plan. We  decline to decide this issue, as we find for the Plaintiff on other grounds.  However, we agree with Yochum that the offer should have been made in writing in  order to disqualify him from the Plan. We reject the district court's finding  that the Summary of the Plan-which does not require the offer to be in  writing-governs, because only the full Plan was before the Committee. R2-52-17.


3
 All responsibility for the duties of the Barnett Bank Employee Benefit Committee  was legally transferred to the NationsBank Benefits Appeals Committee. See  R3-84-3. Therefore, the term "Committee" will be used to refer to both  committees.


4
 The relevant portion of Section 2.2 of the Plan reads, "Disqualifying Events. An  employee who might otherwise qualify for the Severance Pay Plan will be  disqualified by any one of the following circumstances: ... (c) He declines a  written offer of comparable employment." R1-1-B6.


5
 Yochum argues that the NationsBank Committee did not have authority over his  request, because the Plan called for the Barnett Banks Committee to make the  decision. However, the record reflects a legal transfer of fiduciary  responsibility from the Barnett Banks Employee Benefits Committee to the  NationsBank Benefits Appeals Committee; thus, the district court applied the  correct standard. See R3-84-7.


6
 Section 1.8 of the Barnett Banks Inc. Severance Pay Plan reads, "Comparable  Employment means a job with the Company or an Employer or an Affiliated Company  that is consistent with the Employee's previous position, experience, education,  capabilities and responsibilities, with equivalent compensation and benefits and  similar working conditions, which is within the same distance from his or her  residence to the former work location or within 35 miles of this residence to  the new work location." R1-1-B3.


7
 Under  3(b)(ii) of the Agreement, the "Employment Period" is "the period  commencing on the Effective Date for the Change in Control and ending upon the  last day of the month in which occurs the second anniversary of the Effective  Date for the Change in Control." R2-49-A4.


8
 The district court also determined that payment of severance benefits would  constitute a windfall to Mr. Yochum, as he was never unemployed. This, however,  is contrary to Eleventh Circuit precedent. See Bedinghaus v. Modern Graphic  Arts, 15 F.3d 1027, 1032 (11th Cir.1994) (citation omitted) ("[F]ederal courts  have established no hard and fast rule that an individual must suffer a period  of unemployment to qualify for severance benefits under ERISA. Those courts that  have deemed unemployment a prerequisite to such benefits have predicated their  decisions on the particular terms of the ERISA plan at issue and its application  to the specific facts before them."); but see Rigby v. Rhodes, Inc., No.  95-1368-CIV-LENARD (S.D.Fla. July 10, 1996), aff'd, 121 F.3d 722 (11th  Cir.1997).


