[NOT FOR PUBLICATION – NOT TO BE CITED AS PRECEDENT]


          United States Court of Appeals
                      For the First Circuit

No.   01-1193


                   MARGOT K. NICKERSON-MALPHER,

                      Plaintiff, Appellant,

                                v.

             MARKET FORGE GROUP LIFE INSURANCE PLAN,
          PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, and
               SPECIALTY EQUIPMENT COMPANIES, INC.,

                      Defendants, Appellees.


          APPEAL FROM THE UNITED STATES DISTRICT COURT

                FOR THE DISTRICT OF MASSACHUSETTS

            [Hon. Rya W. Zobel, U.S. District Judge]


                              Before

                 Selya and Lipez, Circuit Judges,
                and Doumar, Senior District Judge.*


     Matthew Cobb, on brief for appellant.
     John A. Houlihan and Christopher P. Silva, on brief for
appellees Market Forge Group Life Insurance Plan and Specialty
Equipment Companies, Inc.
     Margaret J. Hurley, on brief for appellee Principal Mutual
Life Insurance Company.



      *
     Of   the    Eastern   District    of   Virginia,   sitting   by
designation.
October 1, 2001




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            PER    CURIAM.   Margot    Nickerson-Malpher,    who     became

permanently disabled on August 6, 1993, claims entitlement to

inter vivos disability payments under her former employer’s Life

Insurance Plan; the defendants, her former employer and its life

insurance providers, counter that the Plan in which Nickerson-

Malpher was enrolled only entitled her to a death benefit upon

becoming permanently disabled.         She appeals the District Court’s

grant of summary judgment to the defendants and denial of her

cross-motion.      For the reasons that follow, summary judgment is

affirmed.

            Market Forge Co. hired Nickerson-Malpher on November

27, 1989.   She participated in both the company’s Life Insurance

Plan and its Retirement Plan.          The Life Insurance Plan offered

two    different     disability   benefits:     1)   for    people     also

participating in the Retirement Plan (“Disability 1"); and 2)

for people not participating in the Retirement Plan (“Disability

2").    Disability 1 provided, in relevant part, that if an

insured “becomes totally disabled . . . the Company . . . will

pay to his beneficiary the amount of Total Disability Benefit in

effect as provided . . . [and] no payment of premium will be

required for the Person while this Benefit is in effect.”

            In contrast, Disability 2 provided that if an insured

“becomes totally disabled . . . the Company . . . will pay to


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the Person in sixty consecutive installments, a monthly income

of $18.15 for each $1,000 of life insurance in force on his life

as of the date such total disability commenced; and . . . will

provide without further payment of premium . . . a death benefit

payable to his beneficiary . . . equal to the commuted value of

the unpaid installments.”           The sole difference between whether

an insured is entitled to death benefits under Disability 1 or

inter vivos benefits under Disability 2 is whether the insured

participated in the company’s Retirement Plan.

            Nickerson-Malpher became totally disabled, as defined

in the plan, on August 6, 1993.               In November 1993, Market Forge

Co.’s    parent,    Specialty     Equipment       Co.,    sold   Market    Forge’s

assets    to   a    group    of   its   employees.          As   part     of   that

transaction, Specialty paid out to all non-vested employees,

including      Nickerson-Malpher,             their   non-vested       retirement

benefits    under    the    Retirement        Plan.      Therefore,    Nickerson-

Malpher received a lump sum payment as a non-vested participant

in the Retirement Plan.

            On December 20, 1993, Nickerson-Malpher applied for the

inter vivos disability benefits under the Disability 2 provision

of the Life Insurance Plan.          Through a series of correspondence

over     several    years,    the    Life       Insurance    Company      informed

Nickerson-Malpher that she did not qualify for Disability 2, but


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approved her claim under the terms of Disability 1 on the

grounds     that   Nickerson-Malpher       had   participated    in    the

Retirement Plan.

            On July 29, 1998, Nickerson-Malpher filed her Complaint

in   this   case   under   29   U.S.C.    §1132(a)(1)(B)   (1994).     The

defendants moved for summary judgment, and Nickerson-Malpher

filed a cross-motion for summary judgment.           The District Court

held a hearing on summary judgment on March 22, 2000.                 In a

Memorandum of Decision dated December 28, 2000, the Court denied

Nickerson-Malpher’s motion for summary judgment and granted

summary judgment in favor of the defendants.          Nickerson-Malpher

then instituted this appeal.

            A denial of benefits by an ERISA fiduciary challenged

under 29 U.S.C. §1132(a)(1)(B) is reviewed de novo.             Firestone

Tire & Rubber Co. v. Bruch, 

, 111 (1989); Hughes v.

Boston Mutual Life Ins. Co., 

, 267 (1st Cir. 1994).

Where, as here, the parties stipulated to the material facts and

the outcome turns entirely on the interpretation of the relevant

plan documents, the de novo standard authorizes the district

court to decide the dispute “as matters of law are decided.”

Recupero v. New England Tel. and Tel. Co., 

, 839

(1st Cir. 1997).




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           As such, our review of the evidence stipulated to below

gives us no reason to question the District Court’s findings.

Nickerson-Malpher was unquestionably covered by her employer’s

Life Insurance Plan.        According to the plain and unambiguous

language of the Life Insurance Plan documents, if Nickerson-

Malpher also participated in her employer’s Retirement Plan

then, following her disability, she was only entitled to the

Life   Insurance   Plan’s    death    benefit,   not   its   inter   vivos

benefit.   The evidence shows that Nickerson-Malpher did indeed

participate in the Retirement Plan while she was employed with

Market Forge; the fact that she accepted a lump-sum payout from

the Retirement Plan several months after her disability further

demonstrates this fact.        Therefore, the Life Insurance Plan

provides a plain and unambiguous benefit for Nickerson-Malpher,

and that is a death benefit, not an inter vivos one.           Thus, the

evidence does not demonstrate that a genuine issue of material

fact exists to warrant trial in this case, and the District

Court properly granted Defendants’ motion for summary judgment.

           Affirmed.




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