United States Court of Appeals
                           FOR THE EIGHTH CIRCUIT
                                    ___________

                                    No. 00-3079
                                    ___________

William J. Sprenger,                     *
                                         *
             Appellant,                  *
                                         * Appeal from the United States
      v.                                 * District Court for the Southern
                                         * District of Iowa.
Federal Home Loan Bank of                *
Des Moines,                              *
                                         *
             Appellee.                   *
                                    ___________

                              Submitted: April 13, 2001

                                   Filed: June 15, 2001
                                    ___________

Before BYE and BEAM, Circuit Judges, and NANGLE,1 District Judge.
                               ___________

BEAM, Circuit Judge.

      William Sprenger filed suit against his employer, the Federal Home Loan Bank
of Des Moines (the "Bank"), alleging age discrimination, disability discrimination, and




      1
        The Honorable John F. Nangle, United States District Judge for the Eastern
District of Missouri, sitting by designation.
retaliation. The district court2 granted the Bank's motion for summary judgment on all
claims. Sprenger appeals, and we affirm.

                                           I.

       We recount the facts in a manner most favorable to Sprenger. In January 1992,
the Bank hired Sprenger, then aged fifty-two, to work as vice president of
correspondent banking. In 1999, his title changed to vice president/field sales
representative, a position he continues in today. Other similarly situated officers hired
at the same time ranged in age from forty-one to fifty-six. In his position, Sprenger
sells loans to member banks. He receives a base salary, incentive bonuses and
commissions. With annual raises his base salary grew from $75,000 in 1992 to
$85,791.58 in 1996. His total compensation reached $114,561.24 in 1998.

       The Bank's employee handbook stated that raises were not tied to a specific
timetable, but rather were to be awarded based on an employee's performance
appraisal, the position of an employee's salary within the applicable salary range, and
the time elapsed since the employee's last raise. The Bank published a "Proposed
Salary Increase Guide" (the "Guide"), plotting these factors against each other and
suggesting when a raise might be appropriate. The handbook identified performance
appraisals as the key factor in receiving a raise and provided that an appraisal should
occur at least once every eighteen months. Each of Sprenger's raises followed a
performance review.

      A performance review included the completion of a performance appraisal form
on which a manager could review an employee across six "Principal Accountabilities"
and five "Factors Affecting Performance," and could also assign the employee an


      2
      The Honorable Ronald E. Longstaff, United States District Judge for the
Southern District of Iowa.

                                          -2-
overall performance grade. In each area an employee could earn one of four grades:
"unsatisfactory;" "acceptable but needs improvement;" "expected;" and "significantly
exceeds expectations." The appraisal form presented the possible grades for each
category along a bar grid, permitting the reviewer to indicate where within each level
the assigned grade fell (i.e., "expected" but close to "significantly exceeding
expectations," as opposed to "expected" but close to "acceptable but needs
improvement"). The form also provided space for written comments. Sprenger
received evaluations each year. During the relevant years, those reviews were
completed by two different supervisors, Greg VanGilder and Steve Jordan, and were
also signed by Bank President Thurman "Sam" Connell.

      In late 1996, Sprenger was diagnosed with peripheral neuropathy, a degenerative
condition that can curtail a person's ability to engage in physical activity. In January
1997, Sprenger disclosed his condition to the Bank's human resources director, Steve
Hansen. VanGilder, then Sprenger's supervisor, asked Sprenger what percentage he
was disabled, and also whether he had considered disability retirement. VanGilder was
concerned, in part, because driving a vehicle was an integral part of Sprenger's job.

       VanGilder reviewed Sprenger in February 1997. VanGilder graded him "needs
improvement" in three Principal Accountabilities areas: (1) soliciting customers, (2)
developing marketing concepts for the Bank, and (3) developing and presenting sales
concepts for member Banks. VanGilder also graded Sprenger as "needs improvement"
in Administrative Skills and gave him low "expected" ratings for the other Factors
Affecting Performance. VanGilder's written comments suggested Sprenger needed to
improve presentation-planning and to better use available technology. Nevertheless,
VanGilder recommended that Sprenger receive a raise, as suggested by the Guide.
Bank President Connell, however, in consultation with Hansen, decided against the
raise. In a memo to VanGilder, Hansen suggested that withholding a raise would be
an effective tool for getting Sprenger's attention, in light of the performance review.
Instead of a raise, Hansen and VanGilder set three performance goals for Sprenger to

                                          -3-
be reviewed after six months. If Sprenger showed adequate improvement, Hansen
wrote he would recommend Sprenger for a raise.

       The Bank reviewed Sprenger again in December 1997. This review graded him
as borderline between "needs improvement" and "expected" on the areas highlighted
in the February review. The evaluation did note some improvement and rated him
"expected" overall. VanGilder drafted a memo to Sprenger's file concluding Sprenger
had met two of the three performance goals set for him, but noted the need for
continued improvement in call-planning and organization. After this evaluation, the
Bank again declined to award Sprenger a raise. Following the December evaluation,
VanGilder retired and Steve Jordan became Sprenger's manager.

       In a letter to Connell, dated February 27, 1998, Sprenger expressed
dissatisfaction with the review process, accused management of bad faith, and stated
that he had been singled out for non-performance related issues. Connell responded
in a memorandum addressing Sprenger's concerns. In March, Sprenger's counsel
demanded that Connell cease all discrimination and retaliation against Sprenger.
Sprenger then filed discrimination charges with the Missouri Commission on Human
Rights in June 1998, with the EEOC in July 1998, and with the Iowa Civil Rights
Commission in November 1998.

       In September 1998, Jordan reviewed Sprenger's performance. Jordan rated him
as "needs improvement" in developing marketing concepts for the Bank, and in working
with co-workers to develop, price and implement new products and services. Jordan
gave him this same rating for Job Knowledge, Administrative Skills and Other Job
Related Activities. Jordan rated Sprenger overall as "needs improvement." Jordan's
written comments suggested Sprenger was not adequately utilizing planning software
and other technical applications. After this evaluation, the Bank again failed to give
Sprenger a raise.


                                         -4-
       Jordan and Sprenger met in September to go over the evaluation. Sprenger
disputed Jordan's assessment of his abilities. Jordan agreed to go over it again, and
commented: "There are some attitudes that need to be changed in Des Moines." In a
telephone conversation a few days later, Jordan told Sprenger, with regard to his
pending evaluation, to "play the game." In October, the Bank asked Sprenger to report
to Des Moines where he was asked to undergo an assessment of his computer skills.
Sprenger characterizes this as an "ambush test." Sprenger took the assessment and
passed with flying colors. Two months later, Sprenger received a revised appraisal in
which Jordan rated him overall as "expected," and gave him "expected" ratings in every
area except one in which he received a grade of "significantly exceeds expectations."
After this evaluation, Sprenger received a 4.2% pay raise.

       Sprenger filed this action in January 1999. He accused the Bank of denying him
three raises in a row, which he characterized as "unprecedented." He alleged that in
doing so, the Bank discriminated against him on the basis of age, in violation of the Age
Discrimination in Employment Act, and on the basis of disability, in violation of the
Americans with Disabilities Act. Sprenger also accused the Bank of retaliation, and
raised various state law claims. The district court found Sprenger adequately raised a
prima facie case of age discrimination, but that he failed to create a genuine question
of material fact as to whether the Bank's rationale for its conduct was pretextual or
whether the Bank actually engaged in age discrimination. The district court also found
that Sprenger failed to prove a prima facie case of either disability discrimination or
retaliation.3 Based on these findings, the district court awarded the Bank summary
judgment on all claims.




      3
        The district court addressed Sprenger's state law claims under the same rubric
as his federal claims. Sprenger does not appeal these claims separately.

                                          -5-
                                           II.

       We review the district court's award of summary judgment de novo. Lang v. Star
Herald, 

, 1311 (8th Cir. 1997). Such is appropriate only when the
evidence indicates no genuine issue of material fact and the moving party is entitled to
judgment as a matter of law. Fed. R. Civ. P. 56(c). As the non-moving party, Sprenger
is entitled to all reasonable inferences–those that "can be drawn from the evidence
without resort to speculation." Kincade v. U.S. Elec. Motors, Inc., 

, 801
(8th Cir. 2000). "The mere existence of a scintilla of evidence in support of the
plaintiff's position will be insufficient; there must be evidence on which the jury could
reasonably find for the plaintiff." Anderson v. Liberty Lobby, Inc., 

, 252
(1986). As regards the pretext inquiry specifically, "to survive summary judgment, [the
plaintiff] must adduce enough admissible evidence to raise genuine doubt as to the
legitimacy of a defendant's motive, even if that evidence does not directly contradict
or disprove a defendant's articulated reasons for its actions." Buettner v. Arch Coal
Sales Co., Inc., 

, 717 (8th Cir. 2000), cert. denied, 

(2001).

        Sprenger's claims are all subject to the well-worn burden-shifting mechanism of
McDonnell Douglas Corp. v. Green, 

(1973). See Tatom v. Georgia-
Pacific Corp., 

, 931 (8th Cir. 2000) (age discrimination); Allen v. Interior
Constr. Serv., Ltd., 

, 981 (8th Cir. 2000) (disability discrimination); Scott
v. County of Ramsey, 

, 917 (8th Cir. 1999) (retaliation). Under this
framework, the employee must first establish a prima facie case of illegal
discrimination. 

falls to the employer to promulgate a non-discriminatory,
legitimate justification for its conduct, which rebuts the employee's prima facie case.
St. Mary's Honor Center v. Hicks, 

, 507 (1993). The burden then shifts
back to the employee who must either introduce evidence to rebut the employer's
justification as a pretext for discrimination, or introduce additional evidence proving




                                          -6-
actual discrimination. Reeves v. Sanderson Plumbing Prods., Inc., 

,
2109 (2000).4

       The burden-shifting mechanism reflects in part the expediency of having an
employer explain an adverse employment action. Cline v. Catholic Diocese of Toledo,

, 665 (6th Cir. 2000). Accordingly, a prima facie case requires only a
minimal showing before shifting the burden to the employer. St. Mary's Honor 

. An employee's attempt to prove pretext or actual discrimination
requires more substantial evidence, however, because unlike evidence establishing the
prima facie case, evidence of pretext and discrimination is viewed in light of the
employer's justification. See, e.g., Stuart v. General Motors Corp., 

, 635-
36 (8th Cir. 2000) (concluding that proof possibly sufficient to establish a prima facie
case was insufficient to establish pretext). A court may therefore conclude that in light
of the employer's non-discriminatory rationale, the plaintiff's evidence does not permit
a reasonable inference of discrimination. The question at this stage is whether Sprenger
raised a genuine question of material fact at any of the burden-shifting steps.

                                           A.

      We start with the age discrimination claim. The parties do not dispute whether
Sprenger established a prima facie case nor whether the Bank articulated a legitimate,
non-discriminatory rationale. We therefore move directly to the third stage of the



      4
         Sprenger argues the district court incorrectly required him to prove "pretext-
plus," that is to prove both that the Bank's stated justification for its actions was
pretextual, and also to introduce additional evidence proving discrimination. The
district court, however, correctly ruled that Sprenger could prevail upon proof of either
pretext or discrimination. In 

, the Supreme Court ruled that
evidence establishing a prima facie case plus proof of pretext could, but did not
necessarily, establish liability.

                                          -7-
burden-shifting scheme. Because Sprenger attempts to prove the Bank's rationale was
pretextual, we begin by examining that rationale.

       In justifying its conduct, the Bank notes that from 1992 onwards, Sprenger's
performance reviews reflected the concerns which ultimately led it to withhold raises
in 1997 and 1998. From 1993 through 1996, those reviews consistently criticized him
for failure to adequately plan his calls on member banks, failure to adequately use
available technological tools, and failure to adequately consult with and give feedback
to his managers. His reviews also reflected poor relationships with support staff and
a failure to pro-actively develop new tools, resources and marketing concepts for the
Bank or for member banks. He received a number of "needs improvement" grades in
these areas. The Bank argues its February 1997 raise decision must be understood in
light of these prior reviews. The Bank argues it then decided not to grant Sprenger a
raise after the December 1997 review because he showed only marginal improvement.
The Bank argues the September 1998 decision followed from continued perceived
deficiencies in Sprenger's use of available sales, marketing and other technology.

       Sprenger offers various pieces of evidence he asserts rebut the Bank's rationale.
He points to VanGilder's recommendation that he receive a raise based on his 1996
performance review from which he infers his performance was "satisfactory and
deserving of a raise." He also points to what he characterizes as the Bank's deviation
from the Guide as creating an inference of pretext. He further argues the Bank's failure
to give him any effective feedback permits a reasonable inference of pretext, and that
his being a "good employee" does the same.

       Even when construed most favorably to Sprenger's case, however, these facts do
not undermine the Bank's justification. Sprenger has not adduced evidence that the
Guide was a policy rather than, as its title suggests, a guide. Indeed, the record reflects
that the Bank did not always follow the Guide with similarly situated employees. In
recommending Sprenger for a raise, VanGilder relied on the evaluation he had just

                                           -8-
completed and the Guide. That narrow view, however, does not undermine the Bank's
decision to withhold a raise, which was based on Sprenger's entire performance history.
As to the rate of feedback, Sprenger has not shown any official feedback policy the
Bank should have used other than the appraisal forms themselves, which Sprenger
admittedly received. Finally, the bare assertion without more that he was a "good
employee" does not undercut the Bank's justification.

       Sprenger offers some additional evidence regarding the Bank's later salary
decisions. He argues that he met all three performance goals set for him after the
February 1997 review and therefore deserved a raise. He also points to his
performance on his 1997 marketing goals. The record, however, does not support
Sprenger's assertions. VanGilder's contemporary memo stated Sprenger still needed
to improve planning and organizing his calls, a repeated complaint. Moreover,
Sprenger has not adduced any evidence regarding Hansen's conduct in the wake of the
December 1997 review. As to the incentive goals, the 1997 figures Sprenger relies on
were based on group rather than individual performance. Sprenger out-earned his co-
workers only because of his higher base salary.

        He also points to the "ambush" assessment in Des Moines in October 1998, as
evidence of pretext. Sprenger's own deposition testimony questions the "ambush"
characterization, because he admitted knowing beforehand that he would be required
to "sit down with people in IS." Moreover, that the Bank tested the skills it thought he
lacked does not rebut the Bank's rationale for conducting the test and for its
employment action. We have previously held that reliance on an honest yet incorrect
belief is not evidence of pretext, see Scroggins v. University of Minnesota, 

, 1045 (8th Cir. 2000); 

, and Sprenger has not
introduced evidence that the Bank's belief was anything but honest or that he was
actually properly using the technology prior to that assessment.




                                          -9-
       In the alternative, Sprenger proffers purported evidence of actual age bias. He
recounts an episode in 1996 when the Bank circulated a seminar document regarding
the difficulty bankers over fifty have in keeping up with new technology. He also
recounts a presenter at a seminar discussing "teaching old dogs new tricks," to which
Jordan said "like Bill." Finally, he complains that Jordan inquired into his retirement
plans. We have previously ruled that reasonable inquiries into an employee's retirement
plans do not permit an inference of discrimination, Montgomery v. John Deere & Co.,

, 560 (8th Cir. 1999), and Sprenger has not shown the inquires made to
have been unreasonable. Moreover, a bank's concern with keeping older employees
up to speed hardly warrants an inference of discriminatory animus. As for Jordan's
comment, here as in all areas of discrimination law, we hesitate to rely on isolated
comments as proof of bias, see Hill v. St. Louis Univ., 

, 1119 (8th Cir.
1997), lest the law become a "general civility code," Oncale v. Sundowner Offshore
Servs, Inc., 

, 80 (1998). Without proof of context, which Sprenger does
not provide, the statement "like Bill" permits nothing but speculation. Sprenger's
attempt to prove actual discrimination must also be weighed against the fact that
Sprenger was fifty-two years old when hired, and fifty-six when these events took
place. Moreover his co-workers were all well over forty years of age, and of all
similarly situated employees he was not the oldest.

       Viewed either individually or in the aggregate, this evidence neither undermines
the Bank's legitimate rationale nor permits a reasonable inference of discrimination.
The inferences Sprenger would have us draw do not follow naturally from the evidence
presented, and would constitute sheer speculation. Because no reasonable jury could
find pretext or discrimination, we affirm.

                                          B.

      We next turn to Sprenger's claim of disability-based discrimination. In order to
prove a prima facie case of disability discrimination, a plaintiff must demonstrate "(1)

                                         -10-
he is disabled within the meaning of the ADA; (2) he is qualified to perform the
essential functions of his job, with or without [reasonable] accommodation; and (3) he
suffered an adverse employment action under circumstances which give rise to an
inference of unlawful discrimination." Allen, 

. On the record before us,
we conclude Sprenger did establish a prima facie case of disability discrimination, but
that he failed to raise a genuine question of material fact as to either pretext or actual
discrimination.

        Sprenger points first to the temporal proximity, a matter of weeks, between the
Bank's learning of his peripheral neuropathy and the February 1997 review and denial
of a raise. He then bolsters the proximity argument with reference to various comments
and conversations among his superiors. He notes VanGilder inquired after his health
and whether he had considered disability retirement, and also that VanGilder and
Connell discussed his health on "two, perhaps three" occasions. Finally, he observes
VanGilder's "concern" because driving was an "integral part" of Sprenger's job.

       The parties agree Sprenger established the first two elements of the prima facie
case, and we think the evidence meets the bare minimum required to support the third.
A negative review and denial of a raise may constitute negative employment action.
The proximity between that action and the disclosure of a potentially debilitating
condition warrants concern. See, e.g., O'Bryan v. KTIV Television, 

,
1193 (8th Cir. 1995) (relying on proximity to establish a prima facie case of retaliation).
We think this is sufficient to put the employer to its proofs–the purpose of the burden-
shifting scheme.

       This evidence, however, does not sufficiently undermine the Bank's justification
to create a material question of fact as to pretext. Sprenger's case really turns on the
proximity question. The fact that the Banks' rationale relies on the entire course of
Sprenger's performance, however, dulls the effect of proximity. Moreover, we have
been hesitant to find pretext or discrimination on temporal proximity alone, see Stuart,

                                           

; Nelson v. J.C. Penney Co., Inc., 

, 346-47 (8th Cir.
1996), and look for proximity in conjunction with other evidence. Sprenger has not
suggested that the Bank altered its appraisal schedule in any way that would enhance
the proximity concern.

        Nor do the various statements to which Sprenger points support an inference of
discrimination or bolster a finding of pretext. As noted above, a company may make
reasonable inquiry into retirement plans. An employer need not retain an employee
who cannot perform the essential functions of his job. An employer may therefore
discuss that ability. Moreover employers and co-workers may discuss, express concern
for or inquire after each other's physical well-being. We simply do not find enough in
Sprenger's evidence to permit a reasonable jury to infer the Bank's justification to have
been pretextual or that actual disability discrimination occurred.

                                           III.

       In his final claim, Sprenger asserts the Bank denied him a raise in September
1998, in retaliation for having filed state and federal civil rights complaints. He appeals
the district court's ruling that he failed to establish a prima facie case of retaliation.

       Sprenger again argues that the temporal proximity between the Bank's decision
and his action may establish an inference of discrimination. The proximity as to this
claim, however, is more attenuated. Moreover, here it lacks any other support. The
only other evidence Sprenger places any emphasis on are two quotes from Jordan.
When Jordan and Sprenger met to discuss the September 1998, review, Jordan
apparently said to Sprenger, "I'll look at it again. There are some attitudes that need
to be changed in Des Moines." Shortly thereafter, Jordan told Sprenger, "Bill, play the
game." Sprenger, however, offers no context for these quotes, nor any evidence from
which we might deduce their meaning. Standing alone they are utterly without meaning
and are therefore devoid of weight. The "attitudes in Des Moines," for instance, might

                                           -12-
be discriminatory, or might be well grounded opinions that Sprenger was insufficiently
versed with the Bank's technology. And the "game" could be anything at all. Any
conclusion we might draw would be mere speculation. The burden shifting mechanism
first requires the plaintiff to establish a prima facie case before the defendant will be
put to its proofs. As to this charge, as the district court correctly ruled, Sprenger has
failed to clear that first hurdle.

      The judgment of the district court is affirmed.

      A true copy.

             Attest:

                 CLERK, U.S. COURT OF APPEALS, EIGHTH CIRCUIT.




                                          -13-