                            UNPUBLISHED

                   UNITED STATES COURT OF APPEALS
                       FOR THE FOURTH CIRCUIT


                            No. 06-1464



JOHN N. HOWE,

                                              Plaintiff - Appellant,

          versus


FIRST TENNESSEE NATIONAL CORPORATION, d/b/a
First Horizon National Corporation; FIRST
HORIZON HOME LOAN CORPORATION, formerly known
as FT Mortgage Companies,

                                           Defendants - Appellees.



Appeal from the United States District Court for the District of
Maryland, at Baltimore. William D. Quarles, Jr., District Judge.
(1:05-cv-01468-WDQ)


Submitted:   September 17, 2007        Decided:     November 29, 2007


Before SHEDD, Circuit Judge, HAMILTON, Senior Circuit Judge, and
Samuel G. WILSON, United States District Judge for the Western
District of Virginia, sitting by designation.


Affirmed by unpublished per curiam opinion.


James P. Ulwick, Jean E. Lewis, KRAMON & GRAHAM, P.A., Baltimore,
Maryland, for Appellant. Thomas L. Henderson, O. John Norris, III,
LEWIS, FISHER, HENDERSON, CLAXTON & MULROY, L.L.P., Memphis,
Tennessee, for Appellees.


Unpublished opinions are not binding precedent in this circuit.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

     John Howe brought this action under the district court’s

diversity jurisdiction against his former employer, FT Mortgage

Companies     (“FT   Mortgage”)    and       a   related   corporation,   First

Tennessee National Corporation (“First Tennessee”), claiming that

they breached their promise to extend long-term disability benefits

to him beyond the maximum term of his benefits plan.1             The district

court found that the Employee Retirement Income Security Act

(“ERISA”) preempted Howe’s state law claims and denied Howe leave

to amend his complaint to assert an ERISA claim because that

amendment would be futile.        We affirm.



                                    I

     Howe worked as an asset manager for FT Mortgage for four

years. In 1997, Howe was forced to stop working by a heart

condition and began receiving short-term disability benefits under

FT Mortgage’s benefits plan.       On September 3, 1997, near the end of

Howe’s short-term disability period, a benefits counselor at FT

Mortgage sent Howe a letter stating that he understood that Howe

might be applying for long-term disability benefits under the plan.

The 1997 letter explained the long-term disability benefits Howe


     1
      First Tennessee National Corporation, which does business as
First Horizon National Corporation, is the parent company of First
Tennessee Bank National Association, which, in turn, is the parent
corporation of FT Mortgage Companies. FT Mortgage is now known as
First Horizon Home Loan Corporation.

                                         2
would receive if Howe’s application were approved and concluded:

“[y]our   Long-Term    Disability   Benefits   will   continue   until

03/06/2020 as long you remain disabled.    At that time, you will be

eligible to retire from First Tennessee Bank.”    The statement that

Howe’s long-term disability benefits would continue until March 6,

2020 when Howe became eligible to retire was in error because Howe

would be 80 years old in 2020 and would have been eligible to

retire 15 years earlier at age 65.

     In a separate action in 1998, Howe sued FT Mortgage and First

Tennessee to recover certain retention and severance benefits he

believed he was due.    The parties settled the lawsuit.    Under the

settlement agreement, FT Mortgage and First Tennessee agreed to pay

Howe $22,144 plus attorney’s fees.       In return, Howe agreed to

release FT Mortgage and First Tennessee from all liability to him

except for certain stock options and for the “benefits outlined in

the September 3, 1997 letter from the Company to Mr. Howe . . .

subject to the terms and conditions of the underlying prospectus

and plan documents that govern those benefits.”2


     2
      The full paragraph contained in the settlement agreement
reads:
     Notwithstanding anything to the contrary in this
     Agreement, Mr. Howe shall continue to be entitled to the
     Company benefits outlined in the September 3, 1997 letter
     from the Company to Mr. Howe, attached hereto as Exhibit
     A, and the remaining options (which vest and can be
     exercised on April 21, 1999 and expire on November 10,
     2000) shown on attached Exhibit B, subject to the terms
     and conditions of the underlying prospectus and plan
     documents that govern those benefits. (emphasis added)

                                    3
       Howe brought this state law contract action claiming that the

1998 settlement agreement, which incorporated the 1997 letter,

provided that he would receive long-term disability benefits until

2020    and    that       FT   Mortgage   and    First   Tennessee     breached   that

agreement          by     terminating     benefits       at   age    65,   in     2005.

Alternatively, Howe sought leave to amend his complaint to claim

that the 1998 settlement agreement and letter constituted an ERISA

plan.     The district court held that ERISA preempted Howe’s state

law contract claim.              The court also denied Howe leave to amend

because the settlement agreement did not create an ERISA plan and

that even if the agreement had created a plan, it was expressly

subject       to    the    existing   plan’s     documents     which    provide   that

eligibility for long-term disability terminates when the employee

reaches 65.



                                            II

       We agree with the district court and affirm on its reasoning,

which we see no reason to explore further here.                     We also affirm on

the additional ground that whether we were to apply Maryland

contract law or ERISA to the 1998 settlement agreement, we would

reach the same result because the settlement agreement is expressly

and unambiguously subject to the same underlying plan documents and

under those plan documents Howe’s disability benefits terminated at

age 65.


                                            4
     Construction of the meaning of an agreement begins with the

language   of   the    agreement.   When    the   language   employed   is

unambiguous, the court is required to give effect to its ordinary,

natural or plain meaning.      Catawba Indian Tribe of South Carolina

v. City of Rock Hill, 501 F.3d 368, ___ (4th Cir. 2007) (stating

that objective        interpretation of contracts gives force to the

language of the contract when it is plain and capable of legal

construction);    Honeycutt v. Honeycutt, 822 A.2d 551 (Md. 2003);

Restatement (Second) of Contracts § 202 (1981).

     The   1998   settlement    agreement   expressly   subjects   Howe’s

disability benefits to the terms and conditions of FT Mortgage’s

plan documents.   The plan documents terminate long-term disability

benefits at the time of retirement eligibility, age 65.              Howe

attempts to create ambiguity by claiming that only the stock

options listed after the disability benefits in the settlement

agreement are subject to plan documents. However, this court reads

the entire sentence and finds that the unambiguous language of the

settlement agreement forecloses any further argument.              Howe’s

benefits are subject to FT Mortgage’s benefits plan, and that plan

terminates benefits at 65.

     Therefore, this court finds that Howe is entitled only to

long-term disability benefits provided for in FT Mortgage’s ERISA

plan until age 65, not until 2020 when he reaches age 80.




                                    5
                               III

     For the reasons stated above, this court affirms the judgment

of the district court.

                                                         AFFIRMED




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