                    United States Court of Appeals,
                           Eleventh Circuit.


                             No. 96-6072.

                Gregory COLLINS, Plaintiff-Appellee,

                                   v.

AMERICAN CAST IRON PIPE COMPANY, a corporation, and American Cast
Iron Pipe Company Pension Plan, a devined benefit pension plan,
Defendants-Appellants.

                            Feb. 18, 1997.

Appeal from the United States District Court for the Northern
District of Alabama. (No. 95-PT-1323-S), Robert B. Propst, Judge.

Before TJOFLAT and DUBINA, Circuit Judges, and STAGG*, Senior
District Judge.

     DUBINA, Circuit Judge:

     In the district court, Plaintiff/Appellee Gregory Collins

("Collins") challenged Defendant/Appellant American Cast Iron Pipe

Company's ("ACIPCO") calculation of his benefits under ACIPCO's

ERISA1-governed pension plan ("the Plan"). Based upon the parties'

stipulation    of   undisputed   facts,   the   district   court   entered

judgment in favor of Collins.      ACIPCO and the Plan then perfected

this appeal.    For the reasons that follow, we reverse.

                             I. BACKGROUND

     Collins was an ACIPCO employee and a participant in the Plan,

which is self-funded and administered by ACIPCO. After Collins was

seriously injured on the job in 1987, ACIPCO began paying him

worker's compensation benefits.     Three years later Collins retired

     *
      Honorable Tom Stagg, Senior U.S. District Judge for the
Western District of Louisiana, sitting by designation.
     1
      Employee Retirement Income Security Act of 1974, 29 U.S.C.
§§ 1001 et seq.
on disability and began drawing pension benefits.               ACIPCO then

terminated his worker's compensation checks.              Collins hired an

attorney to sue ACIPCO over his worker's compensation benefits and

agreed to pay the attorney 15% of any recovery plus reasonable

expenses.     Collins and ACIPCO settled the worker's compensation

suit for $79,000, and ACIPCO tendered a check in that amount

payable to Collins and his attorney.        Collins received $64,091.33

of the settlement, and his attorney received $14,908.67. Two years

later, ACIPCO notified Collins that, in accordance with the Plan,

it would begin reducing his pension payments "by the amounts

received for worker's compensation disability benefits."                 R2-17,

Exh. A.     The relevant Plan provision is as follows:

     Adjustment to Benefits.    Notwithstanding the provisions of
     this Plan, in the event that a Participant who is receiving a
     pension hereunder is or becomes eligible for a disability
     benefit under the Alabama Workmen's Compensation Law, as
     amended, the amount of such pension shall be reduced by the
     Workmen's Compensation benefit payable to such Participant in
     accordance with such rules and regulations as may be adopted
     by the Employer.2

R2-13, Exh. B, § 5.9 (emphasis added).        Collins testified that he

never received nor requested a copy of the Plan.                However, he

concedes     that   he   received   two   copies   of    the   Summary    Plan

Description ("SPD"), which addresses this issue in two places.

First, under the heading "Disability Retirement Pension," the SPD

states:    "The amount of the Disability Retirement Pension will be

reduced by any benefit that the disabled employee receives under

the Alabama Workmen's Compensation Law."                R2-13, Exh. C at 3

(emphasis added).        A different section of the SPD elaborates:


     2
      ACIPCO never adopted any clarifying rules and regulations.
"Workmen's Compensation Deductions. If a participant is or becomes

eligible for a disability benefit under the Alabama Workmen's

Compensation Law, the amount of the basic benefit will be reduced

by the Workmen's Compensation benefit payable to the participant."

Id. at 4 (emphasis added).

       Collins does not contest the reduction of his pension benefits

to offset his worker's compensation settlement;                rather, he argues

that the offset should not include the 15% of the settlement that

he paid to his worker's compensation attorney.              Thus, this dispute

is about who pays the attorney's fees:              Collins or the Plan.

                          II. STANDARD OF REVIEW

       Because this appeal presents a purely legal question, our

review of the district court's decision is plenary.                 Ardestani v.

United States Dep't of Justice,               904    F.2d   1505,    1508   (11th

Cir.1990), aff'd, 502 U.S. 129, 112 S.Ct. 515, 116 L.Ed.2d 496

(1991).

                                III. DISCUSSION

       The first step in reviewing the benefits decision of an ERISA

plan   administrator     is    determining    whether    the    administrator's

interpretation of the Plan was legally correct.                 See Lee v. Blue

Cross/Blue Shield of Ala., 10 F.3d 1547, 1550 (11th Cir.1994);

Brown v. Blue Cross & Blue Shield of Ala., 898 F.2d 1556, 1566 n.

12 (11th Cir.1990), cert. denied, 498 U.S. 1040, 111 S.Ct. 712, 112

L.Ed.2d 701 (1991).           If the administrator's interpretation was

correct,    then   the    inquiry     ends.         If   the    administrator's

interpretation was incorrect, we may still uphold it if the plan

grants the administrator the authority to construe plan provisions
and the administrator's decision was not arbitrary and capricious.

Godfrey v. BellSouth Telecommunications, Inc., 89 F.3d 755, 757

(11th Cir.1996);    Florence Nightingale Nursing Service, Inc. v.

Blue Cross/Blue Shield of Ala., 41 F.3d 1476, 1481 (11th Cir.),

cert. denied, --- U.S. ----, 115 S.Ct. 2002, 131 L.Ed.2d 1003

(1995).   The arbitrary and capricious standard is "a range, not a

point."   Brown, 898 F.2d at 1559, quoting Van Boxel v. Journal Co.

Employees' Pension Trust, 836 F.2d 1048, 1052-53 (7th Cir.1987).

Disinterested,   impartial    administrators   are   entitled   to   the

greatest deference.    Administrators with a conflict of interest

receive less deference.      Brown, 898 F.2d at 1564.

      Based upon our review of the record, we conclude that

ACIPCO's interpretation of the Plan was correct.        The operative

Plan provision states that pension benefits "shall be reduced by

the Workmen's Compensation benefit payable to such Participant."

R2-13, Exh. B, § 5.9 (emphasis added).          The parties' dispute

centers on whether "payable to" refers to the entire amount of the

settlement benefit or just the $64,091.33 that Collins ultimately

received.   ACIPCO issued one settlement check for $79,000 payable

jointly to Collins and his attorney. Collins signed the check over

to his attorney for deposit in an escrow account.       Thus, Collins

exercised control over the funds before counsel deducted his fee.

Under these circumstances, the entire $79,000 benefit was payable

to Collins and, according to the plain language of the Plan, could

be deducted from his pension benefits.

      Collins contends that the Plan is ambiguous;          therefore,

under the rule of contra proferentum, he argues we should construe
it in his favor.            See Lee, 10 F.3d at 1551 (rule of contra

proferentum requires courts to construe ambiguities in ERISA plans

against the drafter).         According to Collins, the ambiguity lies in

the different language used in the Plan and the SPD.                  Whereas the

Plan uses the "payable to" language, the SPD states in one part

that       pension     benefits   will    be   reduced   by    any   benefit   the

participant          "receives"   under    the   worker's     compensation     law.

Collins argues that the language of the SPD should control, and

that ACIPCO should offset his Plan benefits only by the amount of

the settlement which he ultimately pocketed.                Assuming the wording

of the Plan differs materially from the wording of the SPD, the

trouble with Collins' argument is that Collins admitted he did not

read the SPD until after he filed this lawsuit.                "[T]o prevent an

employer from enforcing the terms of a plan that are inconsistent

with those of the plan summary, a beneficiary must prove reliance

on the summary."         Branch v. G. Bernd Co., 955 F.2d 1574, 1579 (11th

Cir.1992).       Collins is bound by the plain language of the Plan

because he did not rely upon the "receives" language in the SPD in

electing to file his worker's compensation suit.3

           Collins also argues that ACIPCO's interpretation of the Plan

placed him in an untenable position because ACIPCO effectively

       3
      Collins cites Germany v. Operating Engineers Trust Fund of
Washington, D.C., 789 F.Supp. 1165 (D.D.C.1992), but that case is
inapposite. In Germany, an injured participant in an ERISA plan
was asked to sign a subrogation agreement requiring him to
relinquish to the plan any recovery he got from a third party,
including money spent on attorney's fees and expenses. The
district court found the subrogation agreement invalid because it
was much broader in scope than the language in the plan summary.
Id. at 1172. The situation here is different because, among
other things, Collins did not rely on the SPD. Therefore, ACIPCO
is entitled to enforce the plain language of the Plan.
forced him to hire an attorney at his own expense to reinstate his

worker's compensation benefits.     As a threshold matter, ACIPCO was

not required to contravene the plain language of the Plan to obtain

a fairer result for Collins. Moreover, we discern no unfairness in

ACIPCO's interpretation.     Although Collins was entitled to pursue

his worker's compensation claim and to obtain legal representation

in that endeavor, he was not      required to do so.    Additionally,

under Alabama law, "the employee is to be entirely responsible for

the payment of attorney's fees" in worker's compensation cases.

Russell   Coal   Co.    v.    Williams,   550   So.2d    1007,   1014

(Ala.Civ.App.1989), citing Ala.Code § 25-5-90 (1995).      Thus, the

employee "must bear the whole [attorney's] fee out of compensation

awarded." Rush v. Heflin, 411 So.2d 1295, 1297 (Ala.Civ.App.1982).

Collins' position—having to pay his worker's compensation attorney

out of his own pocket—is no more untenable than the position of any

worker's compensation plaintiff in Alabama.

     Having determined that ACIPCO's interpretation of the Plan to

require recoupment of Collins' entire worker's compensation benefit

was correct, we need not address whether ACIPCO labored under a

conflict of interest.

                             IV. CONCLUSION

     The plain language of the Plan permitted ACIPCO to reduce

Collins' pension benefits by the total amount of Collins' worker's

compensation settlement, including the portion Collins paid to his

worker's compensation attorney.       The district court erred in

awarding judgment in favor of Collins. Accordingly, we reverse the

judgment of the district court and remand this case for further
proceedings consistent with this opinion.

     REVERSED and REMANDED.
