UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                              No. 10-2252


EDWARD LAMB,

                Plaintiff – Appellant,

          v.

NEXTEL COMMUNICATIONS OF THE MID-ATLANTIC, INCORPORATED; NEXTEL
COMMUNICATIONS,     INCORPORATED;     NEXTEL     COMMUNICATIONS,
INCORPORATED CHANGE OF CONTROL RETENTION BONUS AND SEVERANCE PAY
PLAN AND PLAN TRUSTEES,

                Defendants – Appellees.


Appeal from the United States District Court for the Eastern
District of Virginia, at Newport News.   Rebecca Beach Smith,
District Judge. (4:09-cv-00149-RBS-TEM)


Submitted:   April 28, 2011                 Decided:   May 20, 2011


Before NIEMEYER, MOTZ, and WYNN, Circuit Judges.


Affirmed by unpublished per curiam opinion.


James H. Shoemaker, Jr., PATTEN, WORNOM, HATTEN & DIAMONSTEIN,
LC, Newport News for Appellant.  Adam H. Garner, MCGUIREWOODS,
LLP, Baltimore, Maryland; Ronda B. Esaw, MCGUIREWOODS, LLP,
McLean, Virginia, for Appellees.


Unpublished opinions are not binding precedent in this circuit.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

            Edward     Lamb      appeals           the     district        court’s     order

adopting the magistrate judge’s report and recommendation and

denying    both    parties’    motions        for        summary    judgment,       entering

judgment for Nextel Communications, and dismissing his action

for benefits under Nextel’s Change of Control Retention Bonus

and Severance Pay Plan (“the Plan”).1                        On appeal, Lamb argues

that the district court erred in applying an abuse of discretion

standard     of    review   to    the        Plan        administrator’s          denial   of

benefits      and      finding          reasonable            the          administrator’s

determination that Lamb was ineligible for benefits.                              Finding no

reversible error, we affirm.

            Judicial    review         of     an     ERISA        plan     administrator’s

decision     is    generally      de        novo     unless        the     plan     provides

otherwise.        Metro. Life Ins. Co. v. Glenn, 

, 111

(2008).       When    the     plan     language           grants     the    administrator

discretionary authority to determine eligibility for benefits,

however,     review    is     conducted          under       an     abuse-of-discretion

standard, even if the plan gives discretion to an administrator

operating under a conflict of interest.                     

Plan is administered by Nextel, through its Plan
Administration Committee (“the Committee”).    It is governed by
the Employment Retirement Income Security Act of 1974 (“ERISA”),
29 U.S.C.A. §§ 1001-1461 (West 2008 & Supp. 2010).


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              Here, the magistrate judge correctly applied the abuse

of discretion standard.            The Plan explicitly states that Nextel,

through    the        Committee,     “shall          promulgate       any     rules    and

regulations      it    deems    necessary        in    order     to    carry     out   the

purposes of the Plan or to interpret the terms and conditions of

the Plan.”       It also states that Nextel, through the Committee,

“shall determine the rights of any employee of the Company to

any Retention Bonus or Severance Compensation.”                             We hold that

the foregoing provisions are sufficient to confer discretionary

authority on Nextel and, thus, the application of the abuse of

discretion standard was proper.                 See Rego v. Westvaco Corp., 

, 147 (4th Cir. 2003) (holding that the administrator

had discretionary authority to make eligibility determinations

where the plan provided that the administrator should “adopt

such procedures and rules as he deems necessary or advisable to

administer the Plan” and that the administrator was responsible

for “the determination of participants’ eligibility to receive

benefits”).

              “In   an   appeal     under       ERISA,      we   review      a   district

court’s decision de novo, employing the same standards governing

the    district       court’s      review       of    the    plan      administrator’s

decision.”      Williams v. Metro. Life Ins. Co., 

, 629

(4th   Cir.    2010).      We   therefore         review     the      district   court’s

decision de novo and the plan administrators’ decision for abuse

                                            3
of discretion.       See Champion v. Black & Decker (U.S.) Inc., 

, 360 (4th Cir. 2008).              In the ERISA context, “the

standard equates to reasonableness: We will not disturb an ERISA

administrator’s discretionary decision if it is reasonable, and

will reverse or remand if it is not.”          Evans v. Eaton Corp. Long

Term Disability Plan, 

, 322 (4th Cir. 2008).               When

determining whether an administrator’s decision was reasonable,

we consider:

      (1) the language of the plan; (2) the purposes and
      goals of the plan; (3) the adequacy of the materials
      considered to make the decision and the degree to
      which they support it; (4) whether the fiduciary’s
      interpretation was consistent with other provisions in
      the plan and with earlier interpretations of the plan;
      (5) whether the decisionmaking process was reasoned
      and   principled;  (6)   whether   the   decision   was
      consistent   with  the   procedural   and   substantive
      requirements of ERISA; (7) any external standard
      relevant to the exercise of discretion; and (8) the
      fiduciary’s motives and any conflict of interest it
      may have.

Booth v. Wal-Mart Stores, Inc. Assocs. Health & Welfare Plan,

, 342-43 (4th Cir. 2000).

            Nextel denied Lamb benefits because it concluded that

he voluntarily withdrew from the company, making him ineligible

for   the   second    half   of   his    retention   bonus   and   severance

compensation under the Plan.            Lamb disputes this, arguing that

he was terminated and, therefore, is entitled benefits under the




                                        4
Plan.2   Upon consideration of the above factors, we hold that the

district   court    did    not    err    when      it    found    reasonable     the

administrator’s      denial      of     Plan    benefits.            Because      the

administrator’s      finding     that       Lamb    was        offered    continued

employment with Nextel was not unreasonable, its conclusion that

Lamb’s rejection of the offer effected his voluntary withdrawal

under the Plan did not constitute an abuse of discretion.

           Accordingly, we affirm the district court’s order.                     We

dispense   with     oral   argument      because         the    facts    and   legal

contentions   are   adequately        presented     in    the    materials     before

this court and argument would not aid the decisional process.



                                                                          AFFIRMED




     2
       As a threshold matter, Lamb argues that the district court
erred in holding that the Plan makes eligible for the second
half of the retention bonus only those employees who were
involuntarily terminated because the retention bonus provision
does not explicitly exclude employees who voluntarily withdrew.
In light of the Plan and Summary Plan Description language,
however, we conclude that the district court correctly held that
an employee who voluntarily withdraws is not eligible for the
second half of the retention bonus.


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