                                                        United States Court of Appeals
                                                                 Fifth Circuit
                                                              F I L E D
              IN THE UNITED STATES COURT OF APPEALS             July 30, 2003
                      FOR THE FIFTH CIRCUIT
                                                          Charles R. Fulbruge III
                                                                  Clerk

                           No. 02-10191




     DIANA L. READ,


                                          Plaintiff-Appellant,


          versus


     BT ALEX BROWN INC, ETC; ET AL,


                                          Defendants,


     BT ALEX BROWN INC, doing business
     as Deutsche Banc Alex Brown,

                                          Defendant-Appellee.



          Appeal from the United States District Court
               for the Northern District of Texas
                        (3:99-CV-1697-D)



Before GARWOOD, SMITH and BARKSDALE, Circuit Judges.

GARWOOD, Circuit Judge:*



     *
        Pursuant to 5TH CIR. R. 47.5, the court has determined
that this opinion should not be published and is not precedent
except under the limited circumstances set forth in 5TH CIR. R.
47.5.4.
     Plaintiff-appellant Diana L. Read appeals the district court's

grant    of    summary   judgment    in   favor   of   her   former     employer,

defendant-appellee BT Alex Brown, Inc. (Brown), on her claims of

age and sex discrimination brought under Title VII,1 the Age

Discrimination in Employment Act (ADEA),2 and the Texas Labor Code.3

Because Read has not produced evidence sufficient to create a

genuine issue of material fact, we conclude that summary judgment

was appropriate and affirm.

                         Facts and Proceedings Below

     Brown, a financial management company, acting through Michael

Crossley, the then manager of its Dallas office, hired Read, a

female born in 1946, as an investment broker in the Private Client

Division of Brown's Dallas office in April 1994.              Prior to working

for Brown, Read had been successfully employed as a broker with

Merrill       Lynch,   where   her   performance,      as    measured    by   her

“production”—an indicator comprising the gross sales commissions

earned by a broker and the total customer assets under a broker's

management—placed her in the top ten percent of all brokers working

at Merrill Lynch.        In fact, in her last year at Merrill Lynch, Read

produced in excess of half a million dollars in gross sales

commissions.       The record thus reflects, and the parties do not


     1
          42 U.S.C. § 2000e et seq.
     2
          29 U.S.C. § 623(a)(1).
     3
          TEX. LABOR CODE ANN. § 21.001 et seq.

                                          2
dispute, that Read presented herself, and was hired by Brown, as an

experienced broker, with the expectation that she would perform at

Brown in a manner consistent with her prior performance at Merrill

Lynch.

      Shortly     after   Crossley    hired   Read,     Jeff   Rupp,    who    had

participated in recruiting and hiring Read, replaced Crossley as

the   head   of   Brown's   Dallas    office.      According    to     Read,   her

difficulties with her employer, discussed in more detail below,

date from this point.         The first sign of discord appeared in

January 1995 when, shortly after assuming responsibility for the

Dallas office, Rupp attended a breakfast meeting with Read at which

he told her that “when brokers get old, they slow down,” and that

although he considered Read to be “one of the old ones,” he hoped

that she would not begin to slow.

      Her    initial   difficulties    with     Rupp   notwithstanding,        Read

continued to work in Brown's Dallas office until her termination at

the end of 1998.          For a variety of reasons, however, Read's

production at Brown never approached the levels that she had

achieved while employed as a broker with Merrill Lynch.4                 Indeed,

Read's production at Brown was not only lower than the average

level of production for Brown's brokers,5 but at no point even

      4
       Read posted her highest production numbers while working
at Brown in 1997 when she produced $383,624 in sales commissions
with approximately $28 million in assets under her management.
      5
       The average production of Brown brokers when Read started
in 1994 was $500,000. At the time of her termination in December

                                       3
approached Brown's “break-even point.”6

     In the fall of 1998, Brown's then parent company, Bankers

Trust, faced serious difficulties as a result of crises in the

Russian and Latin American financial markets. In response, Bankers

Trust directed all its subsidiaries, including Alex Brown, to

retrench.        To   that     end,   Brown's    Dallas     office   was    initially

instructed to submit a plan to reduce expenses by $384,000.7                       The

reductions were to come from four areas: (1) communication and data

services, (2) travel and entertainment expenses, (3) staff, and (4)

new hires. Accordingly, Rupp submitted to Brown's Baltimore office

a series of proposed expense reductions for the Dallas office, one

of   which   was        a    proposal      to   terminate    Read's    employment.

Thereafter, on December 1, 1998, Rupp discharged Read.                      Read, the

only female broker in the Dallas office over the age of forty, was

also the only broker in the Dallas office terminated in connection

with the cost-savings program.

     On    May    25,       1999,   Read   filed   a   charge   of    age    and   sex

discrimination against Brown with the Equal Employment Opportunity

Commission and, after obtaining a right to sue letter, commenced



1998, the average had increased to over $700,000.
     6
       The break-even point represents the amount of gross sales
commissions that a broker needs to earn before Brown will begin
to make a profit on that broker's efforts. During the period of
Read's employment, the break-even point increased from $350,000
to $467,000.
     7
          This target was later lowered to $274,000.

                                            4
the present lawsuit.

                                   Discussion

A.   Standard of Review

        We review a district court's grant of summary judgment de

novo, Bauer v. Albemarle Corp., 169 F.3d 962, 966 (5th Cir. 1999),

and in light of the now familiar framework announced in Celotex

Corp. v. Catrett, 106 S.Ct. 2548, 2552 (1986), Anderson v. Liberty

Lobby, Inc., 106 S.Ct. 2505, 2510 (1986), and more recently,

Reeves v. Sanderson Plumbing Prods. Inc., 120 S.Ct. 2097, 2110

(2000).

B.   Age and Sex Discrimination

        Title    VII   and   the    ADEA   prohibit   an   employer   from

discriminating against any individual, in hiring or discharge, or

in the terms and conditions of employment, on the basis of sex or

age.8       42 U.S.C. § 2000e-2(a)(1); 29 U.S.C. § 623(a)(1).     Where a

plaintiff alleges discriminatory hiring or discharge, or points to

a tangible employment decision motivated by discriminatory animus,

“the employment decision itself constitutes a change in the terms

and conditions of employment that is actionable.”              Burlington



        8
       Read's discrimination claim under Texas law need not be
analyzed separately. Such claims are analyzed under our Title
VII precedent. Wallace v. Methodist Hosp. Sys., 271 F.3d 212,
219 n.10 (5th Cir. 2001); Medina v. Ramsey Steel Co., Inc., 238
F.3d 674, 680 n.1 (5th Cir. 2001) (noting that “Texas courts also
apply [the McDonnell Douglas] analysis to age discrimination
cases.”).

                                       5
Indus., Inc. v. Ellerth, 118 S.Ct. 2257, 2265 (1998).                     Where the

plaintiff, however, cannot point to a specific tangible employment

action,       the    conduct    complained       of,   to   constitute   actionable

discrimination, must be severe or pervasive.                  See id. Under either

theory of discrimination, and under either Title VII or the ADEA,9

it is the plaintiff who bears the ultimate burden of proving, by a

preponderance of the evidence, that her employer intentionally

discriminated against her because of her protected status.                   Desert

Palace, Inc. v. Costa, 123 S.Ct. 2148, 2150 (2003); Wallace v.

Methodist Hosp. System, 271 F.3d 212, 219 (5th Cir. 2001).

       “A plaintiff can prove intentional discrimination through

either direct or circumstantial evidence.”                    Wallace, 271 F.3d at

219.        Where a plaintiff, however, can only muster circumstantial

evidence that discriminatory animus played a role in an employment

decision, the plaintiff may rely on the McDonnell Douglas–Burdine,

burden-shifting framework to create a presumption of intentional

discrimination.         Id.     To create such a presumption, the plaintiff

must       first    establish    a   prima   facie     case   of   discrimination.10


       9
       “The same evidentiary procedure for allocating burdens of
production and proof applies to discrimination claims under both
statutes.” Bauer v. Albemarle Corp., 169 F.3d 962, 966 (5th Cir.
1999).
       10
       The elements of a prima facie case of discrimination are:
“(1) the plaintiff was discharged; (2) [she] was qualified for
the position at issue; (3) [she] was within the protected class;
and (4) [she] was replaced by someone younger or outside the
protected group.” Sandstad v. CB Richard Ellis, Inc., 309 F.3d

                                             6
Thereafter, the burden of production shifts to the defendant to

produce evidence that the plaintiff was dismissed for a legitimate

nondiscriminatory reason.         Reeves, 120 S.Ct. at 2106.            “If the

defendant succeeds in carrying its burden of production, the

presumption, having fulfilled its role of forcing the defendant to

come forward with some response, simply drops out of the picture,

and the trier of fact proceeds to decide the ultimate question of

whether the plaintiff has proved that the defendant intentionally

discriminated against her.”         Bauer v. Albemarle Corp., 169 F.3d

962, 966 (5th Cir. 1999).        The plaintiff, thereupon, must produce

substantial evidence that the defendant's nondiscriminatory reason

is merely a pretext for impermissible discrimination. Wallace, 271

F.3d at 220.      Where the plaintiff fails to produce substantial

evidence of pretext, or produces evidence permitting only an

indisputably tenuous inference of pretext, summary judgment in

favor of the defendant is appropriate. See West v. Nabors Drilling

USA, Inc., 330 F.3d 379, 385 (5th Cir. 2003); Sandstad, 309 F.3d at

894; Brown v. CSC Logic, Inc., 82 F.3d 651 (5th Cir. 1996).

      We   now   turn   our   attention,   in   light   of     this   analytical

framework, to Read's claims of age and sex discrimination.

C.   Read's Discrimination Claims

      Read's     complaint      charges     Brown       with     impermissibly

discriminating against her on the basis of age and sex both in the


893, 897 (5th Cir. 2002).

                                      7
terms and conditions of her employment, and in the termination of

her employment.

     1.   Terms and Conditions of Employment

     First, Read argues that she produced sufficient evidence to

create a genuine issue of material fact regarding her claim that

Brown discriminated against her in the terms and conditions of her

employment.

     As an initial matter, we note that it is far from clear that

the conduct of which Read complains was sufficiently severe or

pervasive as to constitute actionable discrimination in the terms

and conditions of her employment. See Burlington Indus., Inc., 118

S.Ct. at 2265.    We also note that many of the alleged acts of

discrimination of which Read complains may well be barred by the

applicable statute of limitations.11    Even assuming, arguendo,


     11
        For cases arising in Texas, under both Tit. VII and the
ADEA, the plaintiff must file a complaint with the EEOC within
300 days of the last act of alleged discrimination. 29 U.S.C. §
626(d)(2) (ADEA); 42 U.S.C. § 2000e–5(e), (e)(1) (Tit. VII).
Read filed her complaint with the EEOC on May 25, 1999. Under
National R.R. Passenger Corp. v. Morgan, 122 S.Ct. 2061, 2071
(2002), where the plaintiff in a discrimination suit complains of
a discrete act of discrimination, that act is barred unless the
plaintiff files a charge with the EEOC within 300 days after the
act occurred. Where, on the other hand, a plaintiff brings a
claim of discrimination based on a hostile work environment, a
court may consider “component acts of the hostile work
environment [that] fall outside the statutory time period” so
long as “an act contributing to the claim occurs within the
filing period.” Id. at 2074. Thus, any discrete acts of
discrimination alleged by Read are barred if they occurred before
July 29, 1998. Any acts that are components of Read's hostile
work environment claim, however, are actionable provided that an
act contributing to that claim occurred after July 29, 1998.

                                 8
however, that Brown's treatment of Read does amount to actionable

discrimination under Title VII and the ADEA, and that such conduct

is not barred by limitations, we conclude that Read's claim must

nevertheless fail as she cannot point to a genuine factual dispute

concerning the central question of discriminatory animus.               See

Reeves, 120 S.Ct. at 2105 (noting that to impose liability under

the ADEA, “the plaintiff’s age must have 'actually played a role in

[the employer's decisionmaking] process and had a determinative

effect on the outcome.'”) (quoting Hazen Paper Co. v. Biggins, 113

S.Ct. 1701 (1993)).     In other words, we cannot conclude that Read

has   raised   a   genuine   factual   dispute   concerning   whether   the

differential terms and conditions of employment to which she was

subjected were imposed because of her age or sex.

      Read cites five incidents that she maintains establish that

she was discriminated against in the terms and conditions of her



     Read's complaint is devoid of any reference to specific
dates. And the only discriminatory act that Read identifies in
her response to Brown's motion for summary judgment is her actual
termination on December 1, 1998, a discrete act that constitutes
a charge of discrimination separate from Read's claim that she
suffered discrimination in the terms and conditions of her
employment. Read's deposition testimony, however, does contain
general and undated references to what Read perceived to be rude
behavior exhibited toward her by Rupp. To conclude that Read's
claim of discrimination in the terms and conditions of her
employment is not time barred, therefore, requires us to accept
the dubious assumption, based only on the vague references in
Read's deposition testimony, that Rupp's allegedly rude behavior
continued after July 29, 1998. We indulge Read with this
generous supposition and assume arguendo, as did the district
court, that Read's claim is not proscribed.

                                       9
employment with Brown.       First, she alleges that she received less

sales assistant support than her male or younger colleagues.

Second, Read alleges that she received fewer training opportunities

than male or younger brokers.                Specifically, Read argues that

younger brokers were sent to training workshops and were given

opportunities to learn about the investment-banking business while

she was not.         Third, Read maintains that she was not offered

certain “friends of the company” referrals,12 while younger brokers

were.       Fourth, she contends that Rupp did not assist her with

prospective clients but did provide such assistance to younger

brokers and to male brokers.       And finally, Read argues that she was

subjected to rude and condescending behavior because of her age and

sex.

       Although   this   litany    of    Brown's       alleged   discriminatory

behavior initially appears damning, it is evident upon closer

examination that Read has failed to produce evidence sufficient for

any     reasonable    jury   to   conclude      that    the   above   allegedly

discriminatory terms and conditions, taken singly or together, were

imposed because of Read's age or sex.

       Read's claim that a lack of sales assistant support suffices

to prove age or sex discrimination is entirely without merit. Read

shared a sales assistant with a male broker, and cannot claim,

       12
        The record reflects that “friends of the company”
referrals occur where a Brown broker is recommended to manage
newly-issued stock offered to the officers, directors, and
employees of one of Brown's corporate clients.

                                        10
therefore, that she was treated any differently from similarly

situated colleagues.       Indeed, by her own admission Read was not

entitled, under Brown's operating procedures, to her own sales

assistant.    Only a broker who produced in excess of $700,000 in

commissions merited his or her own assistant.               Moreover, after

repeated complaints, Rupp actually assigned his own sales assistant

to Read in 1997.

      Read's evidence concerning training opportunities is equally

unavailing.     Read     has   adduced    evidence   that   younger   brokers

received training opportunities where she did not.                This fact,

standing alone, however, cannot reasonably support an inference of

discrimination.    As noted above, Read was hired as an experienced

broker.   According to Read's deposition testimony, the brokers who

received additional training were not experienced brokers, but were

new to Brown. Absent additional evidence of discriminatory animus,

it is not reasonable to infer that the newer brokers received

training because they were young and male, and not because they

lacked Read's level of experience.           Moreover, Read introduced no

evidence that she ever requested additional training opportunities

which she was denied.      And although there is also no evidence that

the   younger     male     brokers       requested   additional       training

opportunities, Read has produced no evidence that those brokers did

not request such opportunities.

      Similarly, Read's complaint that she was denied friends of the


                                     11
company     referrals        cannot       support     a    claim      of     age    or    sex

discrimination. Unlike the training opportunities that she did not

request but nevertheless maintains she was discriminatorily denied,

Read does allege that she requested these referrals. She admitted,

however, that         she   was    inexperienced          in    the   handling      of    such

accounts.      Moreover, she points to no evidence that tends to show

that she was denied them because of her age or sex.                                   On the

contrary, Read can only point to one other broker in the Dallas

office who did receive these types of referrals.                             No reasonable

jury   could    infer       from    the     fact    that       Read   was    denied      these

referrals, together with all but one of the young and male brokers

in the Dallas office, that Read was the victim of impermissible age

or sex discrimination in the terms or conditions of her employment.

       Read's   complaint          that    Rupp    refused       to   assist       her   with

developing her client base also fails to establish impermissible

sex or age discrimination.                 Read points to the testimony of two

younger, male brokers, who stated that Rupp was always willing to

assist them, when they requested such assistance, or was willing to

accompany them to meetings with investors, also when they so

requested.       In    contrast       to    this    testimony,        Read    cites      three

incidents where she asked Rupp to assist her with an investor but

he subsequently failed to do so.                  Read, however, also admits that

Rupp did meet with several of her clients, and that after 1996, she

stopped asking Rupp for his assistance.                        At most, this evidence



                                             12
shows that Rupp was less than cooperative on three occasions in

four years; it is not, however, probative of discriminatory intent.

     Finally, Read alleges that Rupp treated her in a rude and

condescending manner because of her age and sex.   The only specific

example of rude behavior that Read could recall in her deposition

testimony, however, was an occasion where Rupp yelled at her when

she could not locate a particular reference book.    We remind Read

that “Title VII is not a general civility code for the American

workplace.”   Indest v. Freeman Decorating, Inc., 164 F.3d 258, 263

(5th Cir. 1999).    Rather, for offensive conduct to rise to the

level of actionable discrimination, it must be sufficiently severe

or pervasive so as to alter the actual terms or conditions of

employment.   Wyatt v. Hunt Plywood Co., Inc., 297 F.3d 405, 409

(5th Cir. 2002).

     However, even making the dubious assumption that Rupp's rude

treatment met this high standard, we conclude that Read has failed

to produce any evidence from which a reasonable jury could infer

that the conduct to which she was subjected was motivated by

discriminatory animus.   Read admitted that Rupp also yelled at a

male broker, a fact that belies her claim that Rupp's rudeness was

motivated by antagonism based on her age or sex.       Read did not

testify, or otherwise adduce evidence, that Rupp was not similarly

rude to others in the office, or that his rudeness was focused on

those in a protected class.      The remainder of Read's summary


                                13
judgment evidence consists of the general averment that Rupp

adopted a rude and condescending attitude toward her, and refused

to   return   her    phone       calls.    Such    conclusory     allegations      are

insufficient to defeat a properly supported motion for summary

judgment.     Whelan v. Winchester Production Co., 319 F.3d 225, 230

(5th Cir. 2003).

       It is therefore clear that none of Read's evidence, taken

individually    or    as     a    whole,   concerning    the     five   examples    of

discriminatory terms and conditions of employment, is sufficient to

establish that Brown treated Read differently because of her age or

sex.    Accordingly, we conclude that the district court correctly

awarded summary judgment to Brown on Read's first claim of age and

sex discrimination.

       2.   Discriminatory Discharge

       Read next contends that the district court erred in granting

summary judgment to Brown on her claim of discriminatory discharge.

First, Read maintains that the district court erred in finding that

she offered no direct evidence that Brown's decision to discharge

her was discriminatory.             According to Read, the district court

erroneously failed to treat three comments made by Rupp over the

course of Read's four years with Brown as direct evidence of

discrimination       which       allowed   her    to   prevail    apart    from    the

McDonald-Douglas-Burdine burden shifting framework.                     We disagree.

       Two of those comments are patently not direct evidence of


                                           14
discrimination.   The first consists of a statement Rupp made in

connection with the hiring of a new sales assistant.   According to

Read, in 1995 Rupp declared, “I think we need to change the

psychology around here. These girls back here are not working very

hard and what I'd like to do is for us to hire a young man just out

of college who will . . . show these girls back here how to work.”

The second comment, made after Read had been discharged, was

delivered in the context of Rupp's attempt to account for Read's

discharge to a prospective employer.   Rupp explained: “We [Brown]

have very high standards here; we're like Goldman Sachs. . . . We

don't hire someone like her; she doesn't fit the image . . . .”

     For this purpose, direct evidence is defined in this circuit

as “evidence that, if believed, proves the fact of discriminatory

animus without inference or presumption.”   Sandstad v. CB Richard

Ellis, Inc., 309 F.3d 893, 897 (5th Cir. 2002).   In other words, to

qualify as direct evidence of discrimination, an employer's comment

“must be direct and unambiguous, allowing a reasonable jury to

conclude without any inferences or presumptions that age was an

impermissible factor in the decision to terminate the employee.”

E.E.O.C. v. Texas Instruments Inc., 100 F.3d 1173, 1181 (5th Cir.

1996).13   Neither of these two comments, the 1995 sales-assistant


     13
        In connection with her claim that the Goldman Sachs
comment is direct evidence of discriminatory animus, Read also
invites us to abandon this circuit's definition of direct
evidence in favor of a definition announced by Judge Tjoflat of
the Eleventh Circuit in Wright v. Southland Corp., 187 F.3d 1287,

                                15
comment or the Goldman Sachs comment, however, fits this definition

as neither supports a claim of discrimination without the need for

the drawing of an inference or the making a presumption.   The first

comment requires the jury to infer that Rupp wanted to hire a young

man out of college because of his sex, and not simply because Rupp

believed that a recent college graduate would tend to work harder.

Even if such an inference were reasonable, it is nonetheless a

necessary one if the statement is to be accepted as evidence of

discriminatory intent. The sales-assistant comment, therefore,

cannot qualify as direct (or meaningfully probative) evidence.

     The Goldman Sachs comment also does not constitute direct

evidence of discrimination.   Indeed, as Read admits, to conclude

that this comment evinces discriminatory intent requires the jury

to assume that Goldman Sachs tends not to hire women, a fact for




1288 (11th Cir. 1999). We decline this invitation for two
reasons. First, this panel is without the authority to overrule
the decision of another panel of this circuit. See United States
v. Taylor, 933 F.2d 307, 313 (5th Cir. 1999). Second, that
portion of Judge Tjoflat's decision in Wright announcing Read's
proposed definition of direct evidence is dictum and was not
joined by the other two judges on the Wright panel. See Wright,
187 F.3d at 1306 (Judges Cox and Hull concurring in the judgment
and result, respectively).
     In any event, the result here would clearly be the same even
absent the direct/circumstantial evidence distinction (or our
court’s definition of those terms for this purpose), for the
three comments in question, taken together, are simply
insufficiently probative of discriminatory intent in respect to
Read’s December 1998 termination, particularly in light of
Brown’s undisputed evidence of its nondiscriminatory reason for
Read’s termination. Nothing in our affirmance here is
inconsistent with the result in Wright.

                                16
which Read offers no evidence aside from her own unsupported,

conclusory assertion that Goldman Sachs is known for not hiring

women.    Accordingly, the district court did not err in refusing to

treat either of these comments as direct (or otherwise meaningfully

probative) evidence of discrimination in Read’s termination.

      Finally, Read points to a third comment, namely Rupp's 1995

comment to Read that brokers tend to slow as they age.                      This

remark,   unlike    the   other   two,    may   arguably   fall    within   the

definition of direct evidence of discrimination.             However, given

this comment's vintage, as well as Read's failure to identify any

other like comments in the course of her four-year tenure with

Brown, we cannot view this statement as anything more than a stray

remark.    It, considered in isolation or together with the other

remarks, is simply not meaningfully probative of discriminatory

animus in Read’s termination.

      Mere stray remarks, however distasteful, do not demonstrate

discriminatory animus.       E.E.O.C. v. Texas Instruments Inc., 100

F.3d 1173, 1181 (5th Cir. 1996).            Rather, “for comments in the

workplace to provide sufficient evidence of discrimination, they

must be '1) related [to the protected class of persons of which the

plaintiff is a member]; 2) proximate in time to the terminations;

3)   made by   an   individual    with    authority   over   the   employment

decision at issue; and 4) related to the employment decision at

issue.'” Krystek v. Univ. of S. Miss., 164 F.3d 251, 256 (5th Cir.



                                     17
1999) (quoting Brown v. CSC Logic Inc., 82 F.3d 651, 655 (5th Cir.

1996)); see also Auguster v. Vermilion Parish Sch. Bd., 249 F.3d

400, 405 (5th Cir. 2001) (noting that “this court already has

interpreted Reeves not to overrule our stray remarks jurisprudence,

at least where the plaintiff has failed to produce substantial

evidence of pretext.”).   Rupp's comment, although not related to

sex, was related to age.         Rupp was also an individual with

authority over Read's continued employment.    The comment, however,

was made at the beginning of Read's tenure with Brown, and almost

three years prior to her termination.         As the district court

concluded, therefore, this comment cannot be viewed as proximate in

time to the challenged employment decision, and cannot therefore be

considered   as   meaningfully    probative   evidence   that   Read's

termination was discriminatory.

     Having concluded that Read failed to produce adequate direct

evidence of discrimination, the district court correctly analyzed

Read's claim under the McDonnell Douglas–Burdine, burden-shifting

framework sketched above.    See infra Part II(B).       Read's final

arguments on appeal, therefore, challenge the district court's

application of that framework to her claim.

     It is undisputed that Read established the elements of a prima

facie case of age and sex discrimination.      It is also clear that

Brown satisfied its burden of production, relying on affidavits and

depositions to produce a legitimate, nondiscriminatory reason for


                                  18
Brown's discharge.         Whether the district court's grant of summary

judgment was in error, therefore, turns on whether Read introduced

the requisite substantial evidence, direct or circumstantial, that

such justification was pretextual.              We conclude that she did not,

and that summary judgement therefore was appropriate.

       Brown maintains that Read was selected for termination, based

on her performance as a broker, in connection with a wider effort

to reduce costs.       In an effort to show that this proffered reason

was merely a pretext for impermissible discrimination, Read argues

that    Brown   both       offered     inconsistent     explanations        for    her

termination, and retained male and younger brokers with production

levels lower than hers.

       An   inconsistent      reason    offered    to   explain    an    employee's

termination may support a finding that the reason is mere pretext.

See Reeves, 120 S.Ct. at 2108 (“In appropriate circumstances, the

trier   of    fact   can    reasonably     infer   from   the     falsity    of    the

explanation     that   the     employer    is   dissembling       to    cover     up   a

discriminatory purpose.”); Thurman v. Yellow Freight Sys., Inc., 90

F.3d 1160, 1167 (6th Cir. 1996)(“An employer's changing rationale

for making an adverse employment decision can be evidence of

pretext.”). The record, however, does not reveal any inconsistency

in Brown's explanations for discharging Read.

       Read   argues    that    both     Rupp    and    Tim   Schweizer,        Rupp's

supervisor in Brown's Baltimore office, initially told her that the


                                          19
reason for her termination was her failure to reach the $467,000

break-even point for 1998, while Brown's position in the present

litigation is that Read was selected for discharge based on her

overall performance.      In support of this argument, Read cites the

following portion of her deposition testimony:

       “A: We sat down. The very first thing [Rupp] said, he
       said, we're doing some cost cutting and you and I are
       going to have to part company.
       Q: Okay.
       A: And I said, Well if you're doing cost cutting, why
       would you fire me if I'm bringing in 400,000? And [Rupp]
       said, the cutoff is 467 and you're not doing 467.”

This testimony, however, does not establish that Brown terminated

Read for failing to reach $467,000 in production, nor does it

therefore establish that Brown dissembled or changed its reason for

discharging Read from a failure to reach a particular production

number to a general failure to perform.      On the contrary, it serves

to support Brown's position that it did not base its decision to

discharge Read solely on production numbers, and that it instead

raised the issue of the $467,000 production figure only in response

to Read's implicit protestation that she should not be discharged

because she was producing a profit for the firm.

       That Read was not discharged only for failing to reach the

$467,000 break-even point also undermines her reliance on evidence

that   Brown   retained   other   brokers   who   had   not   posted   gross

commissions in excess of $467,000.       Brown did retain five brokers

with production numbers below $467,000.           See Ramirez v. Landry's



                                    20
Seafood Inn & Oyster Bar, 280 F.3d 576, 577 (5th Cir. 2002) (noting

that a presumption of discrimination is raised where an employer

treats similarly situated employees differently under circumstances

that are essentially identical).            Read, however, has not refuted

Brown's evidence that these five employees were not similarly

situated. Brown produced evidence that one of the brokers retained

was a part of a profitable team of brokers that specialized in

serving clients in Mexico.      Another was an older broker who was in

the process    of    transferring    his    clients    to    other    brokers    in

anticipation    of     retirement.      The    remaining      three    were     all

inexperienced brokers who had worked for Brown as brokers for less

than a year.    Indeed, Read failed to produce any evidence showing

that any of these remaining five brokers was similarly situated.

We cannot, therefore, conclude that the district court erred in

finding that Read was unable to establish that Brown's proffered

reason for selecting her for termination was pretextual.

     Finally, Read advances the alternative argument that if Brown

did not discharge her because of a production threshold, then the

decision to discharge her must have been subjective, and that

summary judgment was not, therefore, appropriate.                See Medina v.

Ramsey Steel Co., Inc., 238 F.3d 674, 681 (5th Cir. 2001) (noting

that “it is inappropriate to decide as a matter of law that an

employee is unqualified because he has failed to meet entirely

subjective    hiring    criteria.”).        Medina    v.    Ramsey    Steel   Co.,


                                       21
however, is inapposite here. The reasons cited by Brown for Read's

discharge are not primarily subjective.             Read never achieved at

Brown that same level of production that she had attained at

Merrill Lynch. Indeed, she never met Brown's break-even point, let

alone the nationwide average production level of brokers at Brown.

      Upon reviewing Brown's motion for summary judgment de novo, we

conclude that the district court correctly awarded summary judgment

to Brown both on Read's claim of discrimination in the terms and

conditions of her employment and on her claim of discriminatory

discharge.    Read has not made the requisite showing that Brown's

explanation for her termination was false, see Reeves, 120 S.Ct. at

2107, and has failed to produce sufficient evidence from which a

reasonable    jury   could    conclude     that       Brown    intentionally

discriminated against her on the basis of either her age, her sex,

or a combination of those two traits.

D.   Motion to Alter or Amend the Judgment

      In her final point of error, Read argues that the district

court erred in denying her Rule 59 motion to alter or amend the

judgment.    We generally review a decision on a motion to alter or

amend judgment    under   Rule   59(e)   for   an    abuse    of   discretion.

Fletcher v. Apfel, 210 F.3d 510, 512 (5th Cir. 2000).                  To the

extent that a ruling on a Rule 59 motion is a reconsideration of a

question of law, however, the standard of review is de novo.            Tyler

v. Union Oil Co., 304 F.3d 379, 405 (5th Cir. 2002).


                                   22
     Read's Rule 59 motion did not seek to “correct manifest errors

of law or fact or to present newly discovered evidence,”           Waltman

v. Int'l Paper Co., 875 F.2d 468, 473 (5th Cir. 1989), but instead

simply challenged the district court's application of the standard

for granting summary judgment.14         Since, in our de novo review of

the summary judgment evidence, we find no error in the district

court's grant of summary judgment to Brown, we likewise find no

error in the district court's denial of Read's Rule 59 motion.

                              Conclusion

     Because we conclude that Read cannot point to any evidence in

the record sufficient to raise a genuine issue of material fact

concerning   any   discriminatory   motive     for   her   termination,   we

conclude that the district court properly awarded summary judgment

to Brown.    The district court's judgment is, accordingly,

                              AFFIRMED.



     14
        The district court denied Read's Rule 59 motion on the
grounds that she attempted to rely on new evidence not made a
part of the original summary judgment record, without having
demonstrated sufficient reason for her failure to introduce that
evidence originally. Read, however, points out that the evidence
appended to her Rule 59 motion was not new evidence, but
consisted only of testimony that had been redacted from the
depositions that she had earlier introduced in support of her
memorandum in opposition to summary judgment. According to Read,
she appended this formerly redacted material in order to place in
its appropriate context the summary judgment evidence that the
district court had already reviewed. Read does not appeal the
district court's refusal to consider this additional material as
part of the summary judgment record. Rather, her only argument
on appeal is that the district court misapplied the standard for
granting summary judgment.

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