                            PUBLISHED

UNITED STATES COURT OF APPEALS
                FOR THE FOURTH CIRCUIT


TOM COLUCCI,                            
                  Plaintiff-Appellee,
                 v.
                                                  No. 05-1095
AGFA CORPORATION SEVERANCE PAY
PLAN,
             Defendant-Appellant.
                                        
            Appeal from the United States District Court
         for the District of South Carolina, at Spartanburg.
               Henry M. Herlong, Jr., District Judge.
                             (CA-03-955)

                      Argued: September 20, 2005

                      Decided: November 28, 2005

      Before NIEMEYER and SHEDD, Circuit Judges, and
    James C. DEVER, III, United States District Judge for the
     Eastern District of North Carolina, sitting by designation.



Reversed and remanded with instructions by published opinion. Judge
Niemeyer wrote the opinion, in which Judge Shedd and Judge Dever
joined.


                             COUNSEL

Glenn Eric Butash, PITNEY HARDIN, L.L.P., Morristown, New Jer-
sey, for Appellant. Robert Edward Hoskins, FOSTER LAW FIRM,
L.L.P., Greenville, South Carolina, for Appellee.
2                       COLUCCI v. AGFA CORP.
                             OPINION

NIEMEYER, Circuit Judge:

   The issue presented in this case is whether Agfa Corporation, the
administrator of the Agfa Corporation Severance Pay Plan (the "Sev-
erance Plan" or "Plan"), abused its discretion in awarding severance
benefits to Tom Colucci. Rejecting Colucci’s claims that his sever-
ance benefits should have been calculated from his original employ-
ment date with Agfa of January 17, 1983, Agfa Corporation
determined that Colucci’s "Employment Commencement Date," by
which severance benefits were to be calculated, was the August 2000
date on which Colucci was rehired by Agfa after having voluntarily
left Agfa to work for the Kodak Corporation.

   Colucci commenced this action against the Plan under the
Employee Retirement Income Security Act of 1974 ("ERISA"), chal-
lenging the Plan’s determination to base severance benefits on the last
two-year period of his service. The district court agreed with Colucci
and held that the terms of the Plan provided for severance benefits
based on the first date that Colucci ever worked for Agfa — the 1983
date — not the date he returned to Agfa from Kodak — the 2000 date.
Finding the Plan’s terms unambiguous in this regard, the court con-
cluded that the Plan’s administrator abused its discretion by using the
rehire date and reversed the Plan’s determination.

   Because we find the Severance Plan’s language to be, at a mini-
mum, ambiguous, we conclude that the district court should have
deferred to the administrator’s interpretation because the Plan gave it
discretion to resolve such ambiguities. Accordingly, we reverse and
remand for entry of judgment in favor of the Plan.

                                   I

   Tom Colucci began his employment in the communications group
for the Agfa Corporation in Ridgefield Park, New Jersey, on January
17, 1983. As an employee not covered by a collective bargaining
agreement, Colucci qualified for benefits under the Agfa Corpora-
tion’s Severance Pay Plan when that plan was established on January
                       COLUCCI v. AGFA CORP.                        3
1, 1999. The Plan provided generally for severance benefits for invol-
untary separation, calculated on the length of an employee’s years of
service. Severance benefits were not payable, however, upon an
employee’s voluntary resignation from Agfa.

   Following Agfa’s 1999 acquisition of Sterling Diagnostics in
Greenville, South Carolina, Colucci transferred from Agfa’s New Jer-
sey office to Greenville to become head of Agfa’s communications
for North America. Colucci, however, became dissatisfied with this
move, and he voluntarily resigned from Agfa on May 12, 2000, to
take a job at Kodak, in charge of global communications for one of
its units. Because of his voluntary resignation, Colucci did not then
receive any severance benefits under the Severance Plan. About three
months after having left Agfa, however, Colucci quit Kodak and
returned to work for Agfa on August 7, 2000, as head of global com-
munications for Agfa’s Impax product.

   On April 17, 2002, Colucci was involuntarily terminated for eco-
nomic reasons. Upon his departure from Agfa, the Severance Plan
awarded Colucci severance benefits calculated on the period of his
employment from August 7, 2000, when he returned to Agfa from
Kodak, to April 17, 2002, when his employment was terminated.
Believing that his severance payments should have been calculated
from his first employment date in 1983, Colucci administratively
appealed the decision to the Agfa Corporation Benefit Plan Adminis-
trative Committee (the "Administrative Committee"). He contended
that because of changes in his assignment and work circumstances in
Greenville, South Carolina, his 2000 departure to Kodak and resulting
break in work from Agfa was "involuntary." As he explained, "I felt
like an outsider. I was disappointed by John Glass [a senior executive
at Agfa’s headquarters in Belgium]. I felt that the former Sterling
[Diagnostics] had a plan. So I left." Colucci concluded in his appeal
papers, "The main issue for now is the severance package; I received
only credit for two years, when in fact I had worked for Agfa for
nineteen."

  The Administrative Committee, a separate body of Agfa employees
whose members were appointed by Agfa’s Board of Directors, met on
September 17, 2002, together with Agfa’s outside counsel, Glenn
Butash, to consider Colucci’s appeal. According to the minutes of that
4                       COLUCCI v. AGFA CORP.
meeting, the Administrative Committee found that when Colucci was
rehired after working for Kodak, he made no special arrangement to
have his Employment Commencement Date adjusted to January 17,
1983, his original employment date with Agfa. The Administrative
Committee also found that Colucci had been notified that it was com-
pany policy not to adjust Employment Commencement Dates absent
such a special arrangement. Therefore, the Administrative Committee
unanimously denied Colucci’s appeal. In its letter of September 25,
2002, announcing its decision to Colucci, the Administrative Commit-
tee stated:

    You voluntarily resigned from the Company and then were
    re-hired. At the time of your first termination of employ-
    ment, you were not entitled to any severance benefit because
    you voluntarily resigned from Agfa. Thereafter, when you
    were re-hired, you had a new "Employment Commencement
    Date" for purposes of the Plan.

   Disagreeing with the Administrative Committee’s decision,
Colucci commenced this action against the Plan to recover severance
benefits, as well as attorneys fees, under ERISA, 29 U.S.C.
§§ 1132(a)(1)(B) and 1132(g). The parties stipulated to the material
facts and agreed that the court could dispose of the matter, based upon
the stipulation "without need for formal filing of Motions and without
need for Hearing, unless the Court desires."

   Ruling on the papers submitted by the parties, the district court
issued an order dated December 23, 2004, concluding that the Admin-
istrative Committee abused its discretion in interpreting the Plan con-
trary to its plain and unambiguous language. The court held that the
Plan provided benefits calculated from the "first day of employment"
and that an employee has only one "first day of employment." The
court noted that "no language in the Plan provides that the employ-
ment commencement date becomes the rehire date if an employee
returns to work for AGFA after voluntarily leaving." Concluding that
Colucci began working for Agfa on January 17, 1983; resigned volun-
tarily on May 12, 2000; was rehired by Agfa on August 7, 2000; and
was terminated involuntarily on April 7, 2002, the court ordered the
Plan to pay Colucci benefits based on an employment period begin-
ning on January 17, 1983, and ending April 7, 2002, less the three-
                        COLUCCI v. AGFA CORP.                         5
month period that he worked for Kodak. From the district court’s
judgment, the Plan filed this appeal.

                                   II

   The parties have stipulated to the Severance Plan’s terms, and they
argue on appeal only about their meaning and the standard of judicial
review.

   Section 1.02 of the Plan states the Plan’s purpose to provide "eligi-
ble employees with certain severance pay benefits in the event of an
eligible termination of employment." Section 4.01(a) of the Plan
defines an eligible termination of employment to include an employ-
ee’s "involuntary termination of employment . . . due to . . . declining
business conditions," and § 4.02 provides that a "Severed Employee
will not be eligible for any severance benefit under this Plan if his or
her employment with an Employer terminates for one of the following
reasons: (a) Voluntary resignation."

   Under § 4.01(a), an eligible employee is entitled to a "full sever-
ance benefit, in the amount determined under Appendix A, based
upon the Severed Employee’s Full Years of Service." Under Appen-
dix A, an employee whose "Full Years of Service" is less than 3 years
receives 4 weeks of compensation, and an employee with 19 years
receives 38 weeks of compensation. Severance pay depends entirely
on an employee’s "Full Years of Service," which the Plan defines in
§ 2.12 as:

    [T]he number of months of employment during the period
    beginning with an Employee’s Employment Commence-
    ment Date and ending on his or her Employment Severance
    Date, excluding any period of time not actively employed by
    an Employer, divided by twelve (12). An Employee who is
    (i) not actively employed by an Employer, and (ii) eligible
    to receive benefits under the Employer’s long term disability
    plan will be considered "actively employed" for purposes of
    determining Full Years of Service under this Plan.

Therefore, to calculate an employee’s "Full Years of Service," § 2.12
of the Plan requires a seemingly simple computation: after identifying
6                        COLUCCI v. AGFA CORP.
an employee’s employment commencement and severance dates and
determining the number of months between them, one must subtract
the number of months that the employee was "not actively employed"
and then divide by 12. The calculation, however, is dependent upon
identifying the relevant dates, which the Plan defines as follows:

     Section 2.10 Employment Commencement Date. "Employ-
     ment Commencement Date" means the first day on which an
     Employee is employed by an Employer.

     Section 2.11 Employment Severance Date. "Employment
     Severance Date" means the date the notice period provided
     for in Section 4.07 of the Plan expires with respect to a Sev-
     ered Employee or would have expired but for the Severed
     Employee’s receiving pay in lieu of the applicable notice.

   Section 5.01 provides that Agfa is the administrator of the Plan and
that it has retained responsibility for carrying out its provisions except
insofar as administrative review is conducted by the Administrative
Committee.

   Applying these provisions, Agfa determined that Colucci’s "Full
Years of Service" equaled two years because his "first day" of
employment was August 7, 2000, his most recent date of hire after
returning from Kodak. The district court concluded that Colucci’s
"first day" was January 17, 1983, the first day that Colucci was ever
employed by Agfa. Accordingly, it directed the Plan to compute
Colucci’s severance pay based on the periods that Colucci worked for
Agfa both before he left for Kodak and after he returned.

                                   III

   The parties agree that the Severance Plan is governed by ERISA.
See 29 U.S.C. § 1002(1). Even though an employee benefit plan is
regulated by ERISA, however, it remains a contractual type of docu-
ment to be enforced by employing contract principles. See Firestone
Tire & Rubber Co. v. Bruch, 489 U.S. 101, 112-13 (1989); Booth v.
Wal-Mart Stores, Inc., 201 F.3d 335, 340-41 (4th Cir. 2000); Wheeler
v. Dynamic Eng’g, Inc., 62 F.3d 634, 638 (4th Cir. 1995). Accord-
                         COLUCCI v. AGFA CORP.                          7
ingly, we begin with the general principle that ERISA plans are inter-
preted by the courts de novo "by looking to the terms of the plan and
other manifestations of the parties’ intent." Firestone, 489 U.S. at
113; see also Haley v. Paul Revere Life Ins. Co., 77 F.3d 84, 89 (4th
Cir. 1996).

   When a plan by its terms confers discretion on the plan’s adminis-
trator to interpret its provisions and the administrator acts reasonably
within the scope of that discretion, courts defer to the administrator’s
interpretation. Firestone, 489 U.S. at 111; Booth, 201 F.3d at 341. In
those circumstances, a court will not disturb an administrator’s deci-
sion as long as it is reasonable. See Firestone, 489 U.S. at 111; de
Nobel v. Vitro Corp., 885 F.2d 1180, 1185-86 (4th Cir. 1989). This
is because the plan, in conferring discretion on a trustee with respect
to a specific matter, deliberately yields to the trustee’s judgment on
that matter, as long as it is reasonable. The plan thus recognizes that
on such a matter, various reasonable decisions and interpretations
could be made, and it accepts, as a contractual term of the plan, the
range of decisions that a trustee could reasonably make. Firestone,
489 U.S. at 111 ("In determining the appropriate standard of review
for actions under § 1132(a)(1)(B), we are guided by principles of trust
law"); Restatement (Second) of Trusts § 187 cmt. e.

   Yet, even as an ERISA plan confers discretion on its administrator
to interpret the plan, the administrator is not free to alter the terms of
the plan or to construe unambiguous terms other than as written. See
Kress v. Food Employers Labor Relations Ass’n, 391 F.3d 563, 569
(4th Cir. 2004) (noting that courts are bound to enforce contractual
provisions "as drafted"); Booth, 201 F.3d at 342 (listing the plan’s
language as the first factor to consider in determining whether discre-
tion is abused). Interpretive discretion only allows an administrator to
resolve ambiguity. See Kress, 391 F.3d at 568. Thus, for instance, if
a plan unambiguously provides 20 weeks of compensation as a sever-
ance benefit for an employee who has worked for the company for 10
years, the administrator abuses its discretion by reading the plan to
provide 17 weeks of compensation. Even if the plan generally confers
discretion on the administrator to interpret its terms, such discretion
does not confer discretion to alter the plan’s terms or to read out
unambiguous provisions. Firestone, 489 U.S. at 112 (noting that
"courts construe terms in trust agreements without deferring to either
8                        COLUCCI v. AGFA CORP.
party’s interpretation"); Kress, 391 F.3d at 567 (noting that "discre-
tionary authority is not implicated" when the "terms of the plan itself
are clear"); Davis v. Burlington Indus., Inc., 966 F.2d 890, 895 (4th
Cir. 1992) ("If the plan language is unambiguous, however, we would
not defer to a contrary interpretation by the Board").

   Yet when the plan’s terms are ambiguous in the sense that its lan-
guage gives rise to at least two different but reasonable interpretations
and when the plan confers discretion on the administrator to interpret
the plan and resolve ambiguities, a court defers to the administrator’s
interpretation by reviewing it only for abuse of discretion. See Fire-
stone, 489 U.S. at 111; de Nobel, 885 F.2d at 1186.

   We review the district court’s determination of its standard for
reviewing the plan administrator’s decision and its interpretation of
the plan’s language de novo.

                                   IV

   In this case, the Plan confers broad discretionary authority on the
administrator to interpret the Plan. Section 5.04(b) states that Agfa
and the Administrative Committee "shall be authorized and have full
discretion to interpret this Plan and to determine all questions arising
in the administration, construction and application of the Plan." Con-
sequently, if a Plan provision is ambiguous, Agfa and the Administra-
tive Committee have discretion to resolve the ambiguity. Cf. Booth,
201 F.3d at 343 (involving similarly broad language).

   The district court concluded, however, that the Plan’s language was
"clear," "plain," and "unambiguous" and that therefore the administra-
tor exercised discretion beyond that which the plan conferred. See
Kress, 391 F.3d at 567; Davis, 966 F.2d at 895; cf. Lockhart v. United
Mineworkers of Am. 1974 Pension Trust, 5 F.3d 74, 78 (4th Cir.
1993) ("If the denial of benefits is contrary to the clear language of
the Plan, the decision [of the fiduciary] will constitute an abuse of dis-
cretion" (internal quotation marks omitted)). The court pointed to the
definition of "Employment Commencement Date" in the Plan, which
provides that it is "the first day on which an Employee is employed
by an Employer." The court concluded that because "the first day that
Colucci was employed with Agfa was January 17, 1983," his sever-
                        COLUCCI v. AGFA CORP.                          9
ance benefits should have been computed from that date and not the
date he was rehired by Agfa after having voluntarily left to work for
Kodak. In short, the court concluded that the first day on which an
employee is employed was self-evident and could only refer to the
first day that Colucci was ever employed by Agfa.

   While the district court found "first day" to be unambiguous, it
unduly limited the scope of its inquiry and failed to recognize that, in
the context of the entire Plan, "first day" is a term of art that begins
a discrete period of time defined by the Plan as "Full Years of Ser-
vice." A fuller reading of the Plan discloses that the Plan itself recog-
nizes that a single employee can have multiple blocks of "Full Years
of Service," each with a different "Employment Commencement
Date," and consequently the employee can have multiple "first days."
Section 4.08(b) of the Plan states:

    In the event the Severed Employee’s employment is termi-
    nated in a manner which causes the Severed Employee to
    receive a severance benefit under this Plan within two (2)
    years of the date he or she is reemployed or reinstated with
    an Employer, the Severed Employee will receive a sever-
    ance benefit under Section 4.01 of the Plan, with his or her
    number of Full Years of Service computed by adding his or
    her Full Years of Service prior to reemployment or rein-
    statement to his or her Full Years of Service after reemploy-
    ment or reinstatement and subtracting the number of weeks
    already paid to the Severed Employee attributable to his or
    her termination of employment prior to reemployment or
    reinstatement . . . .

   Because Colucci’s voluntary departure from Agfa disqualified him
from receiving severance benefits for his "Full Years of Service"
prior to his departure, § 4.08(b) does not apply to Colucci’s specific
situation. Yet, the emphasized portion of this section crucially recog-
nizes that a single "Employment Commencement Date" is not logi-
cally required by the Plan’s definition of "Full Years of Service." If
Colucci’s interpretation were correct, § 4.08(b) would have been writ-
ten more straightforwardly. It would not have commanded the admin-
istrator to add one "Full Years of Service" (with its own "first day")
to a second "Full Years of Service" (also with its own "first day"), and
10                      COLUCCI v. AGFA CORP.
then to subtract already-paid severance. Instead, it would have com-
manded the administrator to begin with the one and only "Full Years
of Service," tracing the period back to the first ever employment date
and subtracting out from that larger figure the time already paid and
the time not actively employed.

   It is apparent from the Plan’s definition and use of "Full Years of
Service" that a "first day," which defines the period called "Full Years
of Service," can recur throughout an employee’s employ with the
company. The ambiguity thus created for finding the relevant "first
day" of employment is not unlike the ambiguity that a high school
senior would face if asked to name his first day of school. He could
give as his answer either the first day of his senior year, or the first
day of high school, or the first day of kindergarten at another location.
Any such response would reasonably identify his first day of school.

   In like fashion, we conclude that "Employment Commencement
Date" and "first day," as used in the Severance Plan, are ambiguous
terms in that they can reasonably refer to different dates. Accordingly,
they are susceptible to the administrator’s interpretive discretion.

   This conclusion would normally leave us with the question whether
the Plan’s exercise of its interpretive discretion in focusing on Coluc-
ci’s rehire date was reasonable as determined by applying the
Booth factors for reasonableness. See Booth, 201 F.3d at 342-43 (list-
ing eight non-exclusive factors for determining whether a fiduciary’s
discretionary decision is reasonable). But Colucci explicitly elected
not to challenge the reasonableness of the Plan’s decision under the
Booth factors, explaining:

     [B]ecause Colucci so strongly believes that the language of
     the plan document in the matter sub judice is clear and
     because he has thoroughly addressed the language of the
     plan and the goals of the plan, he will not address the other
     Booth factors discussed by the plan in its’ [sic] brief because
     they do not appear to be in any way germane.

Yet, even though Colucci has waived any claim of unreasonableness,
we nonetheless explain briefly why the Plan’s discretionary decision
                         COLUCCI v. AGFA CORP.                           11
to define Colucci’s rehire date as his "Employment Commencement
Date" was not unreasonable.

   The administrator of the Plan construed "Employment Commence-
ment Date" and "first day" to refer to the "Full Years of Service" after
Colucci returned to Agfa after working for Kodak. This interpretation
is not an unreasonable one in view of the fact that Colucci voluntarily
left Agfa after 17 years of service to become an employee of Kodak.
Because he left voluntarily, under the terms of the Plan he did not
qualify for severance pay. The Plan explicitly denies employees sev-
erance benefits when their severance results from their own decision
to leave. Thus, the Plan concluded, with textual support, that Colucci
lost his severance benefits for his first 17 years when he voluntarily
left Agfa in May 2000 to work for Kodak. When he was rehired by
Agfa in August 2000, severance benefits began to accrue anew from
this "first day" of employment, and it was these benefits that were
awarded to Colucci when his employment was involuntarily termi-
nated in 2002. Not only is this interpretation of the Severance Plan
reasonable, it makes the Plan’s application to Colucci’s factual cir-
cumstance more coherent and consistent with the Plan’s other terms
and purposes. And this interpretation surely fulfills most of the Booth
factors.

  Because the Plan did not abuse its discretion in construing ambigu-
ous provisions, we reverse the district court’s judgment.

                                     V

   Colucci urges us not to defer to the Severance Plan’s decision
under an abuse of discretion standard, but rather to scrutinize it less
deferentially because the Plan administrators had a conflict of interest.
He points to three factors that he believes demonstrate this conflict of
interest. First, he notes that "Agfa is the funder of the plan. However,
Agfa is also the plan sponsor, plan administrator and benefits admin-
istrator." Second, the Administrative Committee "is made up of Agfa
employees." Third, the Administrative Committee’s counsel, Mr.
Butash, advised "the plan committee as to its[ ] fiduciary duties and,
therefore, in reality, [was] acting for the plan participant. . . . [H]e was
acting on behalf of Colucci and he should not be defending a case
brought against the plan by Colucci."
12                       COLUCCI v. AGFA CORP.
    We have indeed recognized that "[a] fiduciary’s conflict of interest
. . . may operate to reduce the deference given to a discretionary deci-
sion of that fiduciary. . . . [A] court, presented with a fiduciary’s con-
flict of interest, may lessen the deference given to the fiduciary’s
discretionary decision to the extent necessary to ‘neutralize any unto-
ward influence resulting from that conflict.’" Booth, 201 F.3d at 343
n.2 (quoting Doe v. Group Hospitalization & Med. Servs., 3 F.3d 80,
87 (4th Cir. 1993)).

   But the simple and commonplace fact that a plan’s administrator
is also its funder is not enough to support a finding of a conflict of
interest that would cause an adjustment to our deference. See de
Nobel, 885 F.2d at 1191. The circumstances under which we have
suggested a conflict of interest might arise are when a plan is man-
aged by its insurer, whose revenue comes from fixed premiums paid
by the plan’s sponsor. In such a case, we were willing to assume that
the insurer-administrator’s profit motives unavoidably factored into
its decisions to accept or deny plan members’ claims:

     To the extent that Blue Cross has discretion to avoid paying
     claims, it thereby promotes the potential for its own profit.
     That type of conflict flows inherently from the nature of the
     relationship entered into by the parties and is common
     where employers contract with insurance companies to pro-
     vide and administer health care benefits to employees
     through group insurance contracts.

Doe, 3 F.3d at 86.

   There is a material difference, however, between a corporation
whose business profits primarily derive from managing ERISA plans
and a corporation that collaterally manages a plan through which it
chooses to provide its employees with benefits. We question how a
company that creates, funds, and administers a plan for its own
employees’ benefit can, from those facts alone, be presumed to have
a financial conflict in administering that plan when the company
remains free to end the plan altogether. The company’s business plan
could not be dependent on its denying benefits, as might have been
the case in Doe, because it could decide to deny all benefits simply
by ending the plan should the benefits become too burdensome. When
                        COLUCCI v. AGFA CORP.                         13
a company sponsors a plan and then administers it, the fact that the
benefits cost money is insufficient to support the presumption of a
conflict; that cost is the product of its election to provide the employ-
ees with benefits. Colucci has neither alleged nor demonstrated how
Agfa’s administration of its Plan was driven by any interest other than
its will to apply the terms under which it elected to provide benefits
to its employees.

   Colucci maintains that in any event other circumstances indicate
Agfa managed its Severance Plan under a conflict of interest. But
these arguments are no more persuasive. First, Colucci points out that
Agfa has not hired independent employees to administer the Plan.
This fact alone does not support the presumption of a conflict of inter-
est, or even bias. See Johannssen v. District No. 1-Pac. Coast Dist.,
MEBA Pension Plan, 292 F.3d 159, 176 n.14 (4th Cir. 2002). Colucci
would have to demonstrate more. For instance, we have found a con-
flict of interest when an employee demonstrated that the administra-
tor, who was closely aligned with the plan sponsor’s leadership, relied
on biased information provided by the plan’s sponsor. See id. at 176-
77. But Colucci’s bare factual observation that Agfa employees sit on
the Administrative Committee does not raise a suspicion about the
Administrative Committee’s decisionmaking integrity. He offers no
evidence that the Administrative Committee was exposed to unfair
evidence or that the Committee’s members were so closely aligned
with Agfa’s leaders (assuming the leaders had improper motives) that
we should impute improper motives to the Committee’s members.

   Finally, Colucci suggests that a conflict of interest could be pre-
sumed from the attendance of Butash (Agfa’s outside counsel) at the
Administrative Committee’s meeting because Butash was advising
the Committee and at the same time acting for Colucci. This sugges-
tion, however, misunderstands the pertinent inquiry. Whether we
heighten our scrutiny depends on an administrator’s purported con-
flicts, not conflicts of the administrator’s counsel. Moreover, Colucci
fundamentally misconstrues Butash’s participation in the Administra-
tive Committee’s consideration of his appeal. An attorney who
advises his clients of their fiduciary obligations does not construc-
tively become the beneficiary’s representative.

  In short, Colucci has provided us with no foundation on which to
develop a theory that Agfa operated under a disabling conflict of
14                      COLUCCI v. AGFA CORP.
interest when it decided to reject his claim for severance benefits.
Without some theory and factual foundation, we will not infer a con-
flict of interest from the generalized facts that Agfa created, funded,
and administered the Plan to provide him benefits.

   Because Agfa explicitly reserved a right to exercise discretion in
administering ambiguous provisions of its own Plan, we conclude that
under the holdings of Firestone and Booth, we must defer to that dis-
cretion, so long as it was exercised reasonably, and there is no evi-
dence to suggest that it was exercised unreasonably.

                                  VI

  For the reasons given, the judgment of the district court is reversed,
and this case is remanded with instructions to the district court to
enter judgment for the Agfa Corporation Severance Pay Plan.

             REVERSED AND REMANDED WITH INSTRUCTIONS
