                        UNPUBLISHED

UNITED STATES COURT OF APPEALS
               FOR THE FOURTH CIRCUIT


DORIS LEE VAUGHN,                     
               Plaintiff-Appellant,
                v.                            No. 99-2071
DONNA E. SHALALA,
              Defendant-Appellee.
                                      
           Appeal from the United States District Court
            for the District of Maryland, at Greenbelt.
             Alexander Williams, Jr., District Judge.
                        (CA-97-3385-AW)

                      Argued: June 5, 2001

                     Decided: July 31, 2001

     Before WIDENER and WILLIAMS, Circuit Judges, and
         Robert R. BEEZER, Senior Circuit Judge of the
      United States Court of Appeals for the Ninth Circuit,
                     sitting by designation.



Affirmed by unpublished per curiam opinion.


                           COUNSEL

ARGUED: Claudia Adeline Barber, Laurel, Maryland, for Appellant.
Larry David Adams, Assistant United States Attorney, Baltimore,
Maryland, for Appellee. ON BRIEF: Lynne A. Battaglia, United
States Attorney, Baltimore, Maryland, for Appellee.
2                       VAUGHN v. SHALALA
Unpublished opinions are not binding precedent in this circuit. See
Local Rule 36(c).


                             OPINION

PER CURIAM:

   Appellant Doris Lee Vaughn ("Vaughn") is an employee of the
U.S. Department of Health and Human Services ("Agency").
Vaughn’s complaint seeks enforcement of a Settlement Agreement
("Agreement") Vaughn entered into with the Agency after she filed
an EEO complaint alleging that she had been passed over for promo-
tion because of her race.

   The Agreement provides that the Agency would retroactively pro-
mote Vaughn to Procurement Assistant at a GS-07, step 4, rate of pay,
effective August 26, 1990. The Agreement further provides that the
Agency would reassign Vaughn to the position of Purchasing Agent
at the GS-07 level (the then-current career-ladder promotion poten-
tial) and upgrade Vaughn without competition if it upgraded the full
promotion potential of this position. The Agreement also states: "The
agency agrees that affecting the retroactive promotion action elimi-
nates any overpayment." The Agency agreed to comply with the
terms of the Agreement within 90 days of its execution date of August
23, 1993.

   The Agency reassigned Vaughn to the position of Purchasing
Agent at the GS-07, step 4 level, as provided by the Agreement.
When the Agency upgraded the full promotion potential of this posi-
tion to the GS-08 level in April 1994, the Agency upgraded Vaughn
accordingly. In May 1994, the Agency created a Purchasing Agent
GS-09 position but did not automatically upgrade Vaughn for this
position; rather, the Agency promoted Vaughn in May 1995 after she
successfully competed for this position.

   On January 5, 1994, the Agency issued Vaughn a $1,627.39 check,
representing retroactive wages at the GS-07, step 4 rate, including
                          VAUGHN v. SHALALA                            3
upward pay adjustments, as the Agreement provided. This amount
offset an overpayment the Agency had issued to Vaughn in 1992.1

   Vaughn subsequently requested that the Agency reopen her prior
EEO complaint from the point at which processing had ceased. She
contended that the Agency breached the Agreement, and did so in
retaliation, by not promoting her to a GS-08 position in September
1993 and to GS-09 in April 1994 without competition. She further
asserted that the Agency wrongly, and in retaliation, deducted the
overpayment from the retroactive wage increase she received.

   The Agency investigated the matter and concluded that (1) Vaughn
failed to timely raise her allegations and (2) the Agency did not
breach the Agreement. Vaughn appealed to the EEOC, which deter-
mined that although Vaughn had timely filed her allegations, the
Agency had complied with the Agreement.

   Vaughn then filed this action claiming, inter alia, breach of contract
and retaliation in violation of Title VII. The district court granted
summary judgment and dismissed all of Vaughn’s claims against the
Agency. The court, however, used its equitable powers to grant
Vaughn $156, because it determined that the Agency "had not fol-
lowed the correct procedures when deducting that amount from her
back pay award." The court stressed that such relief "was not related
to the substance of Plaintiff’s claims in the underlying suit."

   Vaughn subsequently moved for an Award of Attorney’s Fees and
Costs. The court held that Vaughn failed to present an adequate basis
for a late filing, and, alternatively, that attorney’s fees were inappro-
priate because Vaughn was not a prevailing party within the meaning
of 42 U.S.C. § 2000e-5(k) or § 1988.

  Vaughn timely appeals. She argues that the district court erred in
granting the Agency’s motion for summary judgment of dismissal of
her breach of contract and retaliation claims; and that the court abused
  1
   The Agency discovered, when calculating her retroactive wage
increase, that it had incorrectly paid Vaughn as a GS-07, step 5, for a
short period of time, creating an overpayment of $156.
4                         VAUGHN v. SHALALA
its discretion by enforcing time limits and by refusing to award attor-
ney’s fees.

    We have jurisdiction pursuant to 28 U.S.C. § 1291, and affirm.

                                    I

   Vaughn argues that the district court erred in granting summary
judgment of dismissal in favor of the Agency on her breach of con-
tract claim. We review the district court’s judgment de novo. Riddick
v. Sch. Bd., 238 F.3d 518, 522 (4th Cir. 2000).

  Vaughn first asserts that the court erred in holding that the Agree-
ment did not require the Agency to continue to promote Vaughn with-
out competition for the duration of her employment with the Agency.
We disagree.

   The parties’ briefs agree that federal law controls the interpretation
of the Agreement. We must ascertain the meaning and intent of the
parties as expressed in the language utilized. Sand Filtration Corp. v.
Cowardin, 213 U.S. 360 (1909); CSX Transp., Ltd. v. United Transp.
Union, 29 F.3d 931, 936 (4th Cir. 1994).

   The plain language of the Agreement supports the court’s conclu-
sion that the Agreement does not contemplate lifetime upgrades with-
out competition. The Agreement expressly provides that if "the full
promotion potential for the GS-1105 series is upgraded, Complainant
will be eligible for the upgrade without competition." (Emphasis
added.) This language suggests that the Agreement contemplated only
one such upgrade without competition, not any and all possible
upgrades throughout the duration of Vaughn’s employment. The 90-
day compliance provision provides further support for such a reading.
The Agreement requires no upgrades without competition beyond that
to the GS-08 level, which Vaughn received.

   Vaughn next argues that the court erred in determining that the
Agency did not breach paragraph five of the Agreement, which pro-
vides: "The Agency agrees that affecting the retroactive promotion
action eliminates any overpayment." Vaughn urges that a reasonable
                         VAUGHN v. SHALALA                          5
interpretation of the Agreement requires that the Agency could not
deduct any overpayment from the retroactive wage increase she
received.

   The district court correctly concluded that this provision permits
the Agency to take overpayment into account when calculating the
retroactive wage increase, and that after doing so, any overpayment
is eliminated. This is exactly what the Agency did. Moreover, because
the court ordered the Agency to refund the amount of overpayment
deducted, Vaughn has not been damaged by the deduction.

                                  II

   Vaughn argues that the district court improperly concluded that
Vaughn failed to establish a prima facie case of retaliation. Specifi-
cally, Vaughn says that the Agency took adverse action against her
by (1) failing to provide her with the retroactive wages contemplated
by the Agreement; (2) failing to comply with the Agreement within
the 90-day period; (3) deducting the overpayment, rather than elimi-
nating it; (4) failing to provide sufficient documentation of the
deducted overpayment; and (5) failing to provide Vaughn with the
opportunity to contest the overpayment.

   We review the district court’s judgment of dismissal of retaliation
claims de novo. Riddick, 238 F.3d at 522.

   To prove a prima facie case of retaliation, Vaughn must show that
(1) she engaged in protected activity; (2) she suffered an adverse
employment action at the hands of the Agency; and (3) the Agency
took the adverse action because of the protected activity. See Spriggs
v. Diamond Auto Glass, 242 F.3d 179, 190 (4th Cir. 2001).

   Summary judgment dismissing Vaughn’s retaliation claim was
appropriate because the Agency’s actions were not adverse, had no
causal connection to Vaughn’s protected activity, and were taken for
nondiscriminatory reasons. As discussed in Part I, the Agency com-
plied with the Agreement and attempted to do so within the 90 day
time period; it was the Treasury that did not issue Vaughn’s check
within this time period. Furthermore, although the Agency had a legit-
6                             VAUGHN v. SHALALA
imate right to deduct the overpayment, even if such actions were
adverse, Vaughn provided no causal connection between the alleged
adverse actions and her protected activity. Moreover, the Agency
articulated a legitimate, nonretaliatory reason for its actions, and
Vaughn failed to offer evidence of pretext. See Smith v. First Union
Nat’l Bank, 202 F.3d 234, 248 (4th Cir. 2001).

                                       III

   Finally, Vaughn argues that the district court abused its discretion
in denying her motion to extend time to file her motion for attorney’s
fees. We review the denial order for abuse of discretion. See Strag v.
Bd. of Trs., Craven Cmty. Coll., 55 F.3d 943, 952-53 (4th Cir. 1995).

    The district court correctly denied an award of attorney’s fees
because Vaughn was not a prevailing party.2 See Buckhannon Bd. &
Care Home, Inc. v. W. Va. Dep’t of Health and Human Res., ___ U.S.
___, 121 S. Ct. 1835, 1841 (2001). The court granted summary judg-
ment in favor of the Agency on all of Vaughn’s Title VII claims. The
court’s award of $156 was not based upon statutory requirements, but
rather upon the court’s "rare use of its equitable powers . . . because
it found that Defendant had not followed the correct procedures when
deducting that amount from her back pay award." Such relief was
totally unrelated to the substance of Vaughn’s Title VII claims.

                                       IV

    We affirm the judgment of the district court.

                                                                 AFFIRMED
    2
   An award of attorney’s fees and costs under Title VII is authorized by
42 U.S.C. § 2000e-5(k), which states:
        In any action or proceeding under this subchapter the court, in
        its discretion, may allow the prevailing party, other than the
        Commission or the United States, a reasonable attorney’s fee
        (including expert fees) as part of the costs, and the Commission
        and the United States shall be liable for costs the same as a pri-
        vate person.
