                            UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                            No. 07-1708



BERNICE DEEM,

                Plaintiff - Appellant,

           v.


BB&T CORPORATION, a North Carolina Corporation; PHYLLIS H.
ARNOLD,

                Defendants - Appellees.



Appeal from the United States District Court for the Southern
District of West Virginia, at Charleston. Joseph R. Goodwin, Chief
District Judge. (2:06-cv-00343)


Argued:   March 19, 2008                      Decided:   May 28, 2008


Before MICHAEL and GREGORY, Circuit Judges, and Jane R. ROTH,
Senior Circuit Judge of the United States Court of Appeals for the
Third Circuit, sitting by designation.


Affirmed by unpublished per curiam opinion.


ARGUED: Leman Walton Auvil, RUSEN & AUVIL, Parkersburg, West
Virginia, for Appellant.    Jill E. Hall, BOWLES, RICE, MCDAVID,
GRAFF & LOVE, P.L.L.C., Charleston, West Virginia, for Appellees.
ON BRIEF: Ricklin Brown, Mark H. Dellinger, BOWLES, RICE, MCDAVID,
GRAFF & LOVE, P.L.L.C., Charleston, West Virginia, for Appellees.


Unpublished opinions are not binding precedent in this circuit.
PER CURIAM:

            Bernice    Deem   (Deem)       appeals   the    district   court’s

dismissal of her complaint alleging breach of contract and other

West Virginia state law claims against BB&T Corporation and Phyllis

Arnold (collectively, BB&T) regarding the payment of severance

benefits.    We affirm.

            This case stems from a gender discrimination claim that

Deem asserted against her employer, One Valley Bancorp, Inc. (One

Valley).    Deem and One Valley settled the claim by entering into a

settlement contract, dated July 29, 1998.             The contract provided

that Deem would have “employment status” with One Valley as a paid

consultant until the earlier of August 31, 2007, or a merger or

acquisition involving One Valley “which results in change-in-

control.”   J.A. 35-36.    The contract also provided that if a change

in control occurred, Deem would be paid according to the One Valley

employee severance policy and that all other obligations under the

contract would then cease.       As all parties concede, One Valley’s

severance policy is governed by the federal Employee Retirement

Income Security Program (ERISA), 29 U.S.C. §§ 1001-3007.               On July

6, 2000, BB&T acquired One Valley, triggering the change-in-control

provision   in   the   settlement   contract.        BB&T   promptly   sent   a

severance check to Deem.        Deem did not deposit or endorse this

check because she believed that her severance payment had not been

properly calculated.      She then filed this lawsuit in state court,


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which BB&T then removed to U.S. district court.    Deem’s complaint

alleged breach of her settlement contract and asserted other state

law claims relating to the calculation and amount of her severance

benefits.

            The district court concluded that Deem’s claims were

completely preempted by ERISA under Aetna Health, Inc. v. Davila,

542 U.S. 200 (2004), and Sonoco Products Co. v. Physicians Health

Plan, Inc., 338 F.3d 366 (4th Cir. 2003).       The district court

explained that Deem’s claims involved the calculation of her

benefits under the ERISA-governed severance plan.      As a result,

Deem had standing to bring her claims under ERISA § 502, her claims

fell within the scope of ERISA, and resolution of her claims

required interpretation of the ERISA plan.   See Sonoco Prods. Co.,

338 F.3d at 372.   As the district court noted, Deem was required to

exhaust her administrative remedies under the plan prior to filing

an ERISA claim in federal court.   See Gayle v. United Parcel Serv.,

Inc., 401 F.3d 222, 226 (4th Cir. 2005).     Because Deem failed to

exhaust administrative remedies, the district court was correct in

dismissing her complaint.   Accordingly, we affirm on the reasoning

of the district court.   See Deem v. BB&T Corp., No. 2:06-cv-00343

(S.D. W.Va. June 25, 2007).

                                                           AFFIRMED




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