                             In the
 United States Court of Appeals
              For the Seventh Circuit
                         ____________

No. 07-3146
MARK H. WILLIAMS,
                                                 Plaintiff-Appellant,
                                 v.

THE INTERPUBLIC SEVERANCE PAY PLAN and
THE MANAGEMENT HUMAN RESOURCES COMMITTEE,
                                              Defendants-Appellees.
                         ____________
            Appeal from the United States District Court
       for the Northern District of Illinois, Eastern Division.
               No. 06 C 703—James B. Zagel, Judge.
                         ____________
       ARGUED APRIL 2, 2008—DECIDED APRIL 29, 2008
                         ____________


  Before EASTERBROOK, Chief Judge, and BAUER and EVANS,
Circuit Judges.
  EASTERBROOK, Chief Judge. A golden-parachute clause
in a severance plan offers executives benefits if they
resign following a change of control, unless the new
owner offers the executive a “comparable” position at the
same salary or higher. Mark Williams, paid $167,000
as “Senior Vice President, Account Management and
Development” at the Chicago office of Campbell Mithun,
an advertising agency, was offered a position as “Senior
2                                                 No. 07-3146

Vice President, Account Management” at a salary of
$169,000 after GreenHouse Communications bought
Campbell Mithun’s Chicago office. Williams spurned the
offer, quit, and demanded benefits from the Interpublic
Severance Pay Plan. (The Interpublic Group is Campbell
Mithun’s parent.) The Plan turned him down, and the
district court granted summary judgment in its favor
in this suit under the Employee Retirement Income
Security Act (ERISA). 2007 U.S. Dist. LEXIS 57368 (N.D. Ill.
Aug. 7, 2008).
  Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101 (1989),
holds that judicial review of a plan’s decision is non-
deferential unless the plan’s own provisions explicitly
hand interpretive authority to its administrator rather
than the judiciary. This Plan authorizes its administrator
“to interpret the Plan, make findings of fact, and . . . decide
any and all matters arising hereunder, including the
right to remedy possible ambiguities, inconsistencies or
omissions”. A broader grant of discretionary authority
is hard to imagine. Language such as this requires defer-
ential judicial review. See Diaz v. Prudential Insurance Co.,
424 F.3d 635 (7th Cir. 2005).
  Williams contends nonetheless that we should review
the decision de novo because the Plan is unfunded. Any
decision in an employee’s favor comes from Interpublic’s
assets and, as a result, the administrator (which usually
can be replaced by the employer) will be inclined to
shade decisions in the employer’s favor. Firestone held
that the standards of trust law determine how judges
review ERISA plans’ decisions, and several decisions
conclude that, as a matter of trust law, an administrator’s
conflict of interest justifies an intermediate standard of
judicial review even when a plan’s language gives discre-
No. 07-3146                                                3

tion to the administrator. See, e.g., Killiam v. Healthsource
Provident Administrators, Inc., 152 F.3d 514, 521 (6th Cir.
1998).
  This circuit has held otherwise, Perlman v. Swiss Bank
Corp., 195 F.3d 975 (7th Cir. 1999), for three principal
reasons. First, Firestone makes the standard of review a
matter of contract. By using particular language, the
plan’s sponsors can require deferential review. Trust
law honors rather than overrides express contractual
language specifying a trustee’s powers vis-à-vis a benefi-
ciary. See generally John H. Langbein, The Contractarian
Basis of the Law of Trusts, 105 Yale L. J. 625 (1995). ERISA
has some rules that displace contracts, but the degree of
an administrator’s fact-finding and interpretive discre-
tion is not among the subjects on which the law supersedes
private choice.
  Second, one must not anthropomorphize “the adminis-
trator.” Rarely is a pension or welfare plan’s administrator
a person whose own welfare is at stake. Administrators
commonly are large organizations, and the real people
who make decisions on its behalf are no more interested
in the outcome than federal judges are “interested” in the
resolution of a tax case. True, judges’ salaries won’t be
paid if taxes can’t be collected, but the effect of any one
case on federal finances is so small that the judge does
not care who prevails. Just so with the people who act on
requests for pension or welfare benefits. Corporations
often find it hard to align employees’ incentives with
stockholders’ interests; they use stock options, bonuses,
piece rates, and other devices. Administrators usually
don’t try. There would be a real conflict of interest if a
given administrator put in place a method of linking
decisionmakers’ income to the substance of their deci-
4                                               No. 07-3146

sions. A quota system (“grant no more than 50% of all
applications”) or some other means of tying the wages
or promotion of staff to its disposition of claims could
call for non-deferential judicial review. But Williams
has not argued that anyone who handled his claim had
any personal interest in the outcome.
   Third, even if the employer made the decision directly,
its financial interest would not necessarily imply a
thumb on the scale. Interpublic adopted this Plan to attract
and retain good workers. If it chisels on those benefits in
the course of implementation, that would undermine
its reputation for treating workers well. Unless a firm is
on the verge of bankruptcy, that reputational interest leads
it to make honest decisions on applications for health and
welfare benefits. See Van Boxel v. Journal Co. Employees’
Pension Trust, 836 F.2d 1048 (7th Cir. 1987). Even though
Campbell Mithun no longer has a Chicago office, em-
ployees in other cities may well learn whether the
workers in Chicago have been treated well following the
sale. Poor treatment of workers at a divested office
would jeopardize Campbell Mithun’s ongoing business.
  The Supreme Court may decide this spring in MetLife
v. Glenn, cert. granted, 128 S. Ct. 1117 (2008) (argued
April 23, 2008), whether an administrator’s financial
conflict of interest affects the standard of judicial review.
We need not hold this appeal for the outcome of MetLife,
however, because Williams loses even under de novo
review.
  The Plan poses two questions. First, was Williams
offered a comparable position? Second, was he offered a
salary at least equal to his old one? The administrator
gave affirmative answers to both questions, as did the
district court. At Campbell Mithun, Williams supervised
No. 07-3146                                               5

client accounts and had other account executives under
him. GreenHouse offered him the same role. He says that
the position at GreenHouse would have been inferior
because it planned to operate an independent agency
in Chicago, while Campbell Mithun operates internation-
ally (Williams says that he would have lost prestige as a
result), and that GreenHouse works for smaller clients
than Campbell Mithun does, but the district judge
rightly responded that the question under the Plan is
whether the jobs are comparable, not whether the em-
ployer is carrying over the operations unchanged. In
Dabertin v. HCR Manor Care, Inc., 373 F.3d 822 (7th Cir.
2004), on which Williams principally relies, there was
an effective demotion; not so here.
   As for salary: $169,000 a year exceeds $167,000 a year.
Williams wants us to look at the total value of his com-
pensation package, including all fringe benefits, rather
than at salary alone. But the Plan says “salary” rather
than “compensation”. It is possible to require a com-
parison of fringe benefits as well as salary; the plan in
Bowles v. Quantum Chemical Co., 266 F.3d 622, 628 (7th Cir.
2001), did just that. This Plan limits the comparison to
salary, perhaps because the same package of fringe bene-
fits has different values to different people. If an em-
ployer offers every executive two weeks at a beach bunga-
low, what is the benefit’s value when the executive
prefers to ski and thinks that beaches just produce skin
cancer? Campbell Mithun offered Williams $300 a month
toward the cost of parking, and GreenHouse offered
only $100; but if Williams walked to work or took the train,
these came to the same thing. We are willing to assume
that Campbell Mithun’s complete package of fringe
benefits was substantially more valuable to Williams than
6                                              No. 07-3146

GreenHouse’s; this may be why Williams quit. But that
does not avoid the fact that the Plan specifies a lower
salary, rather than a lower total compensation, as the
trigger for severance benefits. Nor can Williams use the
difference in fringe benefits to argue that his position
at GreenHouse would not have been “comparable” to
his position at Campbell Mithun: the Plan treats com-
pensation separately from the comparability of the old
and new jobs.
   Our task, like the Plan’s administrator, is to apply the
Plan’s actual language rather than the provision that
Williams wishes the Plan had contained. A court can no
more rewrite a severance-benefits plan to be more favor-
able to employees than it could direct GreenHouse to give
its executives eight rather than four weeks of vacation. The
severance plan’s terms were among the fringe benefits
that Campbell Mithun offered to its executives; Williams
gets the full value of that offer, and no more.
                                                 AFFIRMED




                   USCA-02-C-0072—4-29-08
