                         PUBLISHED

UNITED STATES COURT OF APPEALS
                FOR THE FOURTH CIRCUIT


NANCY ROSS BARRON,                    
               Plaintiff-Appellant,
                v.
                                              No. 01-1065
UNUM LIFE INSURANCE COMPANY OF
AMERICA,
             Defendant-Appellee.
                                      
           Appeal from the United States District Court
            for the District of Maryland, at Baltimore.
              William M. Nickerson, District Judge.
                       (CA-99-3708-WMN)

                      Argued: June 5, 2001

                     Decided: August 6, 2001

  Before WILKINSON, Chief Judge, NIEMEYER, Circuit Judge,
    and Irene M. KEELEY, Chief United States District Judge
            for the Northern District of West Virginia,
                      sitting by designation.



Reversed and remanded by published opinion. Judge Niemeyer wrote
the opinion, in which Chief Judge Wilkinson and Chief Judge Keeley
joined.


                           COUNSEL

ARGUED: Stephen Mark Tilghman, SEIDEL, BAKER & TILGH-
MAN, P.A., Salisbury, Maryland, for Appellant. John Snowden Stan-
2      BARRON v. UNUM LIFE INSURANCE COMPANY        OF   AMERICA
ley, Jr., SEMMES, BOWEN & SEMMES, Baltimore, Maryland, for
Appellee. ON BRIEF: Edgar A. Baker, Jr., SEIDEL, BAKER &
TILGHMAN, P.A., Salisbury, Maryland, for Appellant.


                             OPINION

NIEMEYER, Circuit Judge:

   In exchange for a lump-sum payment of long-term disability bene-
fits, Nancy Ross Barron gave a general release to UNUM Life Insur-
ance Company of America as administrator of her employee benefit
plan. When Barron had a claim five years later against a different
employee benefit plan, of which UNUM coincidentally was also the
administrator, UNUM relied on this general release to deny Barron
benefits.

   Citing the broad language of the general release, the district court
entered summary judgment in favor of UNUM. Because we conclude
(1) that UNUM could not, consistent with its fiduciary duty, rely on
the release involving a different plan to deny Barron benefits and (2)
that, in any event, the scope of the release language was not suffi-
ciently broad to cover Barron’s claim, we reverse.

                                   I

   Nancy Barron was diagnosed with multiple sclerosis ("MS") in
1974, at a time when she was employed by Advanced Computer
Techniques in New York, and she consequently began receiving long-
term disability benefits under Advanced Computer Techniques’
employee benefits plan ("the Advanced Computer Plan"). Those ben-
efits were obtained by Advanced Computer Techniques through
insurance policy number 012543 issued by UNUM Life Insurance
Company of America ("UNUM"). UNUM was also the administrator
of the plan. By the terms of the Advanced Computer Plan, Barron was
entitled to receive long-term disability payments until August 11,
2008, if she remained totally disabled.

   Following inquiries by Barron to UNUM about receiving her bene-
fits in a lump sum for each year or about compromising all future
       BARRON v. UNUM LIFE INSURANCE COMPANY          OF   AMERICA      3
benefits, the parties reached a settlement under which UNUM, as plan
administrator, paid Barron a lump sum of $36,000 for all future liabil-
ity under the plan in exchange for a "Settlement Release" (the "Re-
lease"), which Barron executed on May 24, 1993. The Release
provided in relevant part:

    2. Upon execution by me of this Settlement and Release,
    UNUM will pay me the sum of $36,000.00 in addition to
    benefits provided to date, if any, as full, final, and complete
    satisfaction and settlement of its past, present, and future lia-
    bility to me under Policy Number 012543.

    3. I understand that by signing this Settlement and
    Release, I am forever relinquishing any and all claims I have
    or may have against UNUM, including, but not limited to,
    any claim for additional benefits from UNUM under Policy
    Number 012543 and that this is a legally binding document.
    I also understand and acknowledge that I have the right to
    have this Settlement and Release reviewed by an attorney
    and/or other personal, financial or medical advisor(s) prior
    to signing this Settlement and Release.

   After Barron’s MS went into remission and approximately 16
months after Barron signed the Release, she returned to work. After
working for several different employers, she commenced work on
September 15, 1997, for Comcast Cablevision of Delmarva, Inc. as a
customer service representative. As a full-time employee, Barron
became a participant in the Comcast Corporation employee benefits
plan ("the Comcast Plan") and began paying participating premiums.
The Comcast Plan provided for short-term and long-term disability
benefits through insurance policy number 36711 that it had obtained,
coincidentally, from UNUM. This plan was also administered by
UNUM.

   Effective January 1, 1998, the Comcast Plan obtained a revised
policy from UNUM. This plan applied without a waiting period to
"all full-time employees [working at least 30 hours per week] and
sales people in active employment" as of January 1, 1998. Employees
who became covered on January 1, 1998, were not required to pro-
vide evidence of insurability. The Comcast Plan, however, did not
4      BARRON v. UNUM LIFE INSURANCE COMPANY        OF   AMERICA
provide long-term disability benefits to employees with a "pre-
existing condition." Under the terms of the plan, a plan participant has
a pre-existing condition if (1) the participant received medical treat-
ment during the three months before the effective date of coverage
and (2) the disability began within 12 months of the effective date of
coverage.

   There is no suggestion in the record that Barron’s prior MS condi-
tion was a preexisting condition under the terms of the Comcast Plan
because there is no evidence that she was receiving any medical treat-
ment for MS during the three months before January 1, 1998. Indeed,
when MS symptoms did reappear in March 1998, Barron stated (as
recorded by a UNUM claims adjuster) that "she didn’t go to a Doctor
for many years for MS — all of a sudden had flare up — had been
in remission — no treatment — working — no problem."

   After working on Saturday, February 28, 1998, Barron suffered the
"flare up" of her MS symptoms. She experienced dizziness, double
vision, and numbness in her hands. Instead of returning to work, she
went to her doctor on March 3, 1998, who confirmed that the symp-
toms were caused by MS.

   A couple of days later, Barron submitted an application to her ben-
efits representative for short-term disability benefits under the Com-
cast Plan. UNUM, as administrator of the plan, provided the short-
term benefits. As the symptoms persisted, however, Barron applied
for long-term benefits. By this time, UNUM discovered that it had
been the administrator of the Advanced Computer Plan sponsored by
Barron’s previous employer and had, in connection with Barron’s dis-
ability benefits under that plan, obtained a settlement and a general
release from Barron running in favor of UNUM. Accordingly, on
June 16, 1998, UNUM denied Barron’s long-term disability benefits
under the Comcast Plan, stating:

    Per our conversation and our discovery upon further
    research of your claim, you had previously signed a Settle-
    ment Release with UNUM on 5/24/93. A copy of that
    Release is enclosed (a copy will not be provided to your
    employer). This Release precludes you from filing any addi-
    tional claims against UNUM.
       BARRON v. UNUM LIFE INSURANCE COMPANY          OF   AMERICA      5
In a subsequent letter, UNUM explained that Barron’s settlement
under the Advanced Computer Plan released UNUM not only from
"any future claims under Policy Number 012543" (the Advanced
Computer Plan), but also "any other UNUM policy." Because UNUM
provided long-term benefits to the Comcast Plan through UNUM pol-
icy number 36711, UNUM concluded that when Barron had signed
the Settlement Release in 1993, she "relinquished" her rights under
policy number 36711 issued to Comcast Corporation. UNUM relied
on the general release language in which Barron stated, "I am forever
relinquishing any and all claims I have or may have against UNUM,
including, but not limited to, any claim for additional benefits from
UNUM under policy number 012543 [the Advanced Computer
Plan]."

   Barron commenced this action against UNUM for a judgment
declaring that the Release, which she had executed in May 1993,
"[was] not a bar to Nancy Barron’s claim for longterm disability ben-
efits under UNUM Policy Number 36711 [the Comcast Plan]" and
that policy number 36711 "was in effect . . . in March 1998" when
she became disabled. Barron also sought an injunction directing
UNUM "to process Nancy Barron’s request for long-term disability
benefits, beginning in June 1998, in accordance with the usual under-
writing standards of the Company with regard to disability determina-
tions."

   Barron filed a motion for summary judgment to obtain the relief
she requested, and UNUM filed a cross-motion for summary judg-
ment, relying solely on the Release to support its position. The district
court, concluding that the Comcast Plan gave UNUM discretionary
authority to determine eligibility for benefits and to interpret the terms
and provisions of that plan, held that UNUM did not abuse its discre-
tion "in denying Plaintiff’s claim for long-term disability on the basis
of the May, 1993 Release" in view of the Release’s language provid-
ing that the Release was not limited to policy number 012543.
Accordingly, the court denied Barron’s motion for summary judg-
ment and granted UNUM’s cross-motion for summary judgment. Bar-
ron noticed this appeal.

                                    II

   Barron contends first that even though UNUM, as administrator of
the Comcast Plan, is given discretion to interpret its provisions, it
6      BARRON v. UNUM LIFE INSURANCE COMPANY         OF   AMERICA
"breached its fiduciary duty to [her] and made a determination based
on the self-interest of UNUM, rather than pursuant to the terms of the
plan." She argues that "by making a decision based upon the language
of a 1993 release, rather than in accordance with the documents and
instruments governing the current ERISA plan with Comcast Corpo-
ration," UNUM violated its duties as a fiduciary under the Employee
Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C.
§ 1001 et seq.

   Barron also contends that even if the Release is relevant to a claim
made under the Comcast Plan, the Release’s terms do not reach future
claims such as the one she made against the Comcast Plan. We
address these arguments in order.

                                   A

   The Comcast Plan, under which Barron has made her claim for
long-term benefits, specifies that the Plan Administrator is Comcast
Corporation. Comcast Corporation provided long-term disability ben-
efits to its employees through policy number 36711 obtained from
UNUM, effective January 1, 1998. This policy designates UNUM as
the administrator of the insurance benefits provided by policy number
36711 and states that "Plan means a line of coverage under the pol-
icy." As an administrator of insurance benefits provided by the Com-
cast Plan, UNUM is given discretionary authority "to determine
[employees’] eligibility for benefits and to interpret the terms and pro-
visions of the policy."

   Policy number 36711 directs that claims for benefits be submitted
to UNUM and that any suit against UNUM be filed within three years
"from the time proof of claim is required." Barron filed her claim with
UNUM and was denied benefits in June 1998 based on the Release.
She then timely commenced this action against UNUM and filed a
motion for summary judgment. UNUM again defended itself on the
basis of the Release. And when the district court entered judgment in
favor of UNUM, it based its decision on the Release. Accordingly, we
must determine whether UNUM could rely on the Release to deny
Barron’s claim for benefits under the Comcast Plan. We treat Bar-
ron’s request for a declaratory judgment as a civil action to clarify
       BARRON v. UNUM LIFE INSURANCE COMPANY         OF   AMERICA      7
rights under the terms of the Comcast Plan, as authorized by 29
U.S.C. § 1132(a)(1)(B).

   When a plan, such as the Comcast Plan before us, vests an adminis-
trator with discretion, we review the administrator’s actions in inter-
preting the plan and in denying claims for abuse of discretion. See
Haley v. The Paul Revere Life Ins. Co., 77 F.3d 84, 88-89 (4th Cir.
1996). The interpretations of the plan to which this discretion applies,
however, are only those for which the ERISA plan itself explicitly
vests discretion in the administrator. Thus, UNUM’s interpretation of
the Release is given deference under the abuse of discretion standard
only if the Release could be considered part of the Comcast Plan and
only if the Comcast Plan so vests discretion in UNUM. Otherwise, we
review UNUM’s decision de novo. See Booth v. Wal-Mart Stores, Inc.
Assocs. Health & Welfare Plan, 201 F.3d 335, 341 (4th Cir. 2000)
(noting that "the scope of contractually conferred discretion and
whether a fiduciary has acted within that scope" is reviewed de novo).

   As an employer, Comcast Corporation undertook to provide its
employees with long-term disability benefits through an insurance
policy purchased from UNUM, and it designated UNUM as an
administrator under its plan to provide those benefits. See 29 U.S.C.
§ 1002(16)(A). As an administrator, UNUM was a fiduciary, see id.
§ 1002(21)(A), and was obliged to discharge its duties as administra-
tor "solely in the interest of the participants and beneficiaries," id.
§ 1104(a)(1). ERISA prohibits a fiduciary from "dealing with the
assets of the plan in its own interest." Id. § 1106(b).

   When UNUM obtained the Release, it was acting as a fiduciary
under the Advanced Computer Plan, limiting that plan’s exposure to
further payments. While obtaining such a release was clearly within
UNUM’s authority as a fiduciary to resolve claims under that plan,
what it obtained through the Release could only be used to serve the
interests of the Advanced Computer Plan and not those of UNUM
personally. See 29 U.S.C. §§ 1104(a)(1), 1106(b). Even though the
Release states that it bars claims against UNUM, UNUM was acting
for the American Computer Plan and all benefits obtained by UNUM
in its role as fiduciary of that plan belonged to the plan. See 29 U.S.C.
§ 1106(b); cf. 29 U.S.C. § 1132(d). Indeed, § 1106(b)(3) prohibits a
fiduciary from "receiv[ing] any consideration for his own personal
8      BARRON v. UNUM LIFE INSURANCE COMPANY            OF   AMERICA
account from any party dealing with such plan in connection with a
transaction involving the assets of the plan." (Emphasis added).
Therefore, the Release, which UNUM obtained as a fiduciary of the
Advanced Computer Plan, ran only to the benefit of the Advanced
Computer Plan and could not be used by UNUM to advance its own
personal financial interest when administering other plans.

   Yet, in administering the Comcast Plan, UNUM, in the purported
exercise of its discretionary authority, relied on the Release, which
was unrelated to the Comcast Plan, to deny benefits that Comcast
Corporation had authorized for its employees. We can find no lan-
guage in the Comcast Plan authorizing UNUM to apply a release
given with respect to benefits administered under another plan to bar
the payment of benefits. Nor can we find any provision that autho-
rizes the Comcast Plan or UNUM to deny benefits based on claims
made against another plan or based on a release obtained against the
administrator in connection with another plan. More particularly, we
can find no reference to the Release being applicable to benefits pro-
vided under the Comcast Plan. The only explanation for UNUM’s use
of the Release obtained in connection with the Advanced Computer
Plan to bar benefits under the Comcast Plan is UNUM’s interest in
reducing its insurance risk under the Comcast Plan. As counsel for
UNUM acknowledged, "all legal obligation or liability for payment
of claims made under the [Comcast Plan] ultimately rests with
UNUM." (Emphasis added). Yet, this interest in reducing its own per-
sonal liability would conflict with its duty to apply the Comcast
Plan’s language and, if permitted, would amount to a breach of fidu-
ciary duty.

   In sum, because the Release was not a written term of the Comcast
Plan, UNUM was not interpreting any term of the plan when it relied
on that Release to deny coverage. Rather, it attempted, as administra-
tor of the Comcast Plan, to take advantage of a release obtained by
it as an administrator of the Advanced Computer Plan to reduce its
insurance risk under the policy supplied to Comcast Corporation. But
its fiduciary responsibility requires it to act solely in the interest of the
Comcast Plan beneficiaries in accordance with the plan documents
adopted by the plan’s sponsor, Comcast Corporation. While the suit
here names UNUM, the administrator of the Comcast Plan, as defen-
dant — which is authorized by the Plan language — the effect of the
       BARRON v. UNUM LIFE INSURANCE COMPANY        OF   AMERICA      9
suit is against the Comcast Plan itself. Cf. 29 U.S.C. § 1132(d)(1)
("Service of summons, subpena, or other legal process of a court upon
a trustee or an administrator of an employee benefit plan in his capac-
ity as such shall constitute service upon the employee benefit plan").

   While UNUM would have authority under the Comcast Plan to
obtain a release in connection with the settlement of a claim made
against the Comcast Plan and apply that release to a second claim
against the same plan to bar a claim for benefits, its duty as adminis-
trator of the Comcast Plan must not be confused with its duties as
administrator of other plans and must not be compromised by its
interest in administering other plans. In short, its duty to the Comcast
Plan must be undivided. See 29 U.S.C. §§ 1104(a), 1106(b). At oral
argument, counsel for UNUM recognized that if Barron had named
the Comcast Plan as the named defendant in this case — as it could
have, see 29 U.S.C. § 1132(d) — the Release might not have been rel-
evant. Instead, UNUM’s counsel attempted to distinguish UNUM’s
policy from the Comcast Plan in an effort to distance the two. But this
effort reveals the tension between UNUM’s duty to serve the Comcast
Plan and its desire to serve its own interest.

   Thus, we conclude that even if UNUM had a release from Barron
that released UNUM from all further payments of any kind, the
Release so obtained was for the benefit of the plan to which it related
and could not have been applied to other plans. Even though the
Release was general and nominally ran in favor of UNUM, UNUM
could not, consistent with its fiduciary responsibilities, apply the
Release under another plan to bar a claim under that other plan.
Accordingly, we hold that the Release does not bar Barron’s claim for
benefits under the Comcast Plan.

                                   B

   Even if we could focus solely on the language of the Release itself
without considering UNUM’s statutory fiduciary duties, our conclu-
sion would not change.

  In 1993, Barron had a right to ongoing benefits under the
Advanced Computer Plan, and had she remained disabled, her rights
would have continued to the year 2008. To compromise those benefits
10     BARRON v. UNUM LIFE INSURANCE COMPANY        OF   AMERICA
in the face of future risks, the parties chose to negotiate a settlement
for a lump-sum payment in discharge of the plan’s obligations.
Through the "Settlement Release" dated May 23, 1993, both Barron
and the Advanced Computer Plan clearly intended to extinguish Bar-
ron’s rights to any future benefits under the plan (which the Release
refers to as policy number 012543). The Release states that the lump-
sum payment is in "complete satisfaction and settlement of
[UNUM’s] past, present, and future liability to [Barron] under Policy
Number 012543." The next paragraph reaffirms this, providing Bar-
ron’s agreement: "I am forever relinquishing any and all claims I have
or may have against UNUM, including, but not limited to, any claim
for additional benefits from UNUM under Policy Number 012543."

   To support its contention that this Release was a general release
covering UNUM’s liability under the Comcast Plan, UNUM points to
the language that Barron was relinquishing "all claims I have or may
have against UNUM." Implicit in that language, however, is the idea
that any such released claim was related to a transaction, conduct, or
event involving UNUM and to a transaction, conduct, or event that
was known or could have been known to the parties. The general
release language therefore applied only to UNUM-related transac-
tions, conduct, or events that occurred before the Release was exe-
cuted, even though the claim might arise in the future. UNUM cannot
claim that this language released UNUM from future claims arising
out of transactions, conduct, or events that had not yet occurred when
the Release was executed. If such a release were consistent with pub-
lic policy, it surely would have had to employ language much more
explicit than the language used in the Release to be enforceable for
the purpose asserted by UNUM.

   In addition, as we noted above, when UNUM secured the Release,
it was acting as a fiduciary on behalf of the Advanced Computer Plan.
While it acted on behalf of the plan in limiting the plan’s future expo-
sure, it could not derive from that Release benefits for its own per-
sonal account — benefits that it could claim in administering other
plans and reducing its costs in connection with them. Therefore, in
construing the Release language, we do not read it so broadly as to
give UNUM independent personal benefits when acting on behalf of
another plan.
       BARRON v. UNUM LIFE INSURANCE COMPANY         OF   AMERICA     11
   Finally, the language of the Release clearly does not extend to
release claims against the Comcast Plan as an entity. See 29 U.S.C.
§ 1132(d) (noting that plans may sue or be sued "as an entity").
Because it does not reach so broadly and because UNUM, in adminis-
tering the Comcast Plan, was acting only on behalf of that plan, lan-
guage running to UNUM personally could not be used to bar a claim
against the Comcast Plan.

   Accordingly, even the terms of the Release do not reach so broadly
as to bar Barron’s claim for benefits under the Comcast Plan.

                                   III

   In sum, as an employee of Advanced Computer Techniques, Bar-
ron had a right, because of her MS, to long-term disability benefits
from that company’s employee benefit plan, a right that she and the
plan compromised for a lump-sum payment in exchange for a release.
The Release relinquished claims against UNUM as the plan’s admin-
istrator.

   Because of a remission of her disability, Barron was able to return
to work, and she ultimately worked for Comcast Corporation, where
she became enrolled in the Comcast Plan. Under the terms of that
plan, despite Barron’s prior disability history, she was not disqualified
from benefits so long as she had not received medical treatment for
her disability within three months of becoming enrolled in the plan.
After working symptom-free at Comcast Corporation for almost six
months — and almost five years after executing the Release — Bar-
ron’s disability "flared up," qualifying her for benefits under the terms
of the Comcast Plan. Even though UNUM happened to be the insurer
and administrator of this plan also, it was not entitled to interpose the
Release as a bar to benefits. The Release was obtained for the
Advanced Computer Plan, not the Comcast Plan.

   Our conclusion is based on the principles that, in connection with
each plan, UNUM was acting independently as a fiduciary for the
plan and not on its own behalf, and that the Release obtained in con-
nection with Barron’s claim against the Advanced Computer Plan
could not be used to bar a claim made by her against the Comcast
Plan. To permit this use of the Release would serve only UNUM and
12     BARRON v. UNUM LIFE INSURANCE COMPANY      OF   AMERICA
amount to a breach of its fiduciary duties to both the Advanced Com-
puter Plan and the Comcast Plan. Our conclusion is based also on the
limited scope of language in the Release.

   Accordingly, we reverse the judgment of the district court and
remand for that court’s determination whether Barron should be paid
attorneys fees, as authorized by 29 U.S.C. § 1132(g).

                                    REVERSED AND REMANDED
