                                                                  NOT PRECEDENTIAL

                       UNITED STATES COURT OF APPEALS
                            FOR THE THIRD CIRCUIT
                                 _____________

                                      No. 10-1601
                                     _____________

                                E. BELINDA BAUER,
                            As Trustee of the Craig E. Bauer
                       Insurance Trust Dated December 29, 2003,
                                                       Appellant

                                            v.

              RELIANCE STANDARD LIFE INSURANCE COMPANY
                            _____________

                      Appeal from the United States District Court
                        for the Eastern District of Pennsylvania
                            (D.C. Civil No. 2-09-cv-00397)
                       District Judge: Honorable J. Curtis Joyner
                                    _____________

                       Submitted Under Third Circuit LAR 34.1(a)
                                   March 14, 2011

             Before: RENDELL, BARRY and CHAGARES, Circuit Judges

                             (Opinion Filed: April 1, 2011)
                                    _____________

                               OPINION OF THE COURT
                                   _____________

RENDELL, Circuit Judge.

       E. Belinda Bauer, as Trustee of the Craig E. Bauer Insurance Trust, sued Reliance

Standard Life Insurance Company under ERISA‟s civil enforcement provision, 29 U.S.C.

§ 1132, to recover benefits in excess of the $250,000, plus interest, that Reliance awarded
Bauer arising out of her late husband‟s employer‟s accidental death insurance policy (the

“Plan”). Bauer contends that the Plan‟s terms entitle her to five times that amount, or

$1,250,000, plus interest. The District Court granted summary judgment to Reliance,

and, for substantially the reasons set forth in the District Court‟s memorandum and order,

we will affirm.



                                                 I.

       We review the District Court‟s order de novo, applying the same standard of

review to the Plan administrator‟s benefits determination that was applied in the District

Court. Estate of Schwing v. Lilly Health Plan, 562 F.3d 522, 524 (3d Cir. 2009).

“[C]ourts reviewing the decisions of ERISA plan administrators or fiduciaries” in civil

ERISA cases like this one “should apply a deferential abuse of discretion standard.” Id.

at 525. Under that standard, “the plan administrator‟s interpretation of the plan „will not

be disturbed if reasonable.‟” Conkright v. Frommert, 130 S. Ct. 1640, 1651 (2010)

(quoting Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101, 111 (1989)).



                                                 II.

       We agree with the District Court that Reliance‟s interpretation of the Plan in this

case was reasonable and, therefore, should not be disturbed.

       The relevant Plan language states that the “Principal Sum” payable in the event of

accidental death is “5 times Base Annual Earnings to a maximum of $250,000.” Reliance

determined that the “maximum of $250,000” refers to the highest payable Principal Sum

                                             2
under the Plan, and awarded Bauer that amount. Bauer contends that $250,000 is the

maximum “Base Annual Earnings” amount that may be used to calculate the Principal

Sum; because her husband‟s Base Annual Earnings were more than $250,000 at the time

of his death, she argues that she is entitled to a Principal Sum of 5 times $250,000, or

$1,250,000.

       We agree with the District Court that the Plan‟s definition of “Principal Sum” is

ambiguous; we cannot tell what the parties intended from the Plan language alone. We

must therefore “analyze whether the plan administrator‟s interpretation of the document

is reasonable.” Bill Gray Enters., Inc. Employee Health & Welfare Plan v. Gourley, 248

F.3d 206, 218 (3d Cir. 2001) (citing Spacek v. Maritime Ass’n ILA Pension Plan, 134

F.3d 283, 292 (5th Cir. 1998)). To do so, we consider the following “series of helpful

factors”:

              (1) whether the interpretation is consistent with the goals of
              the Plan; (2) whether it renders any language in the Plan
              meaningless or inconsistent; (3) whether it conflicts with the
              substantive or procedural requirements of the ERISA statute;
              (4) whether the [relevant entities have] interpreted the
              provision at issue consistently; and (5) whether the
              interpretation is contrary to the clear language of the Plan.

Moench v. Robertson, 62 F.3d 553, 566 (3d Cir. 1995) (alteration in original; citations

omitted).

       After reviewing the District Court‟s decision and the record, we agree that these

factors support the conclusion that Reliance‟s determination was reasonable. In

particular, we agree that Reliance‟s interpretation is consistent with the Plan‟s primary

goal, which is to provide a benefit in the event of accidental death, not to provide life

                                              3
insurance compensation commensurate with lost income; we note that extrinsic evidence

supports the notion that the contracting parties, Reliance and Bauer‟s husband‟s

employer, always intended that the maximum benefit amount under the Plan would be

$250,000; and we conclude that there is no meaningful difference between the language

in Bauer‟s Plan and the language of another plan that Reliance has historically interpreted

consistently with its determination in this case.1

       On appeal, Bauer makes two new arguments that she did not raise in proceedings

before the Plan administrator or the District Court. Reliance raises serious questions

regarding whether we may even consider these arguments in light of standard waiver

principles, see, e.g., Brenner v. Local 514, United Bhd. of Carpenters, 927 F.2d 1283,

1298 (3d Cir. 1991) (“It is well established that failure to raise an issue in the district

court constitutes a waiver of the argument.”), but we need not decide those issues because

we conclude that Bauer‟s new arguments do not undermine the reasonableness of

Reliance‟s determination.

       First, Bauer argues that the grammatical rule of the “last antecedent” requires us to

interpret the Plan‟s “Principal Sum” provision to provide for a benefit of up to

$1,250,000. While we are mindful of that rule and the role that it may play in statutory

construction, see, e.g., Barnhart v. Thomas, 540 U.S. 20, 26 (2003) (stating that

1
  We also agree with the District Court that the Plan provision defining the aggregate
limit of liability “for Losses due to one accident” as $1,250,000 does not conflict with
Reliable‟s interpretation of the “Principal Sum” provision. Reliance reasonably urged
that the provision refers to its aggregate liability for multiple claims by the Plan
policyholder‟s employees that result from a single event, not to the maximum payout
available for a single claim by a single employee covered by the group policy, as Bauer
argued.
                                               4
“construing a statute in accord with the rule is „quite sensible as a matter of grammar,‟”

but it “is not an absolute and can assuredly be overcome by other indicia of meaning”

(citations omitted)), we disagree with Bauer that the last antecedent rule renders

Reliance‟s contrary interpretation of the provision unreasonable. Indeed, as we state

above, we believe that the language of the provision is ambiguous, and, notably, Reliance

has cited several other cases in which courts have read similar plan language to indicate a

maximum benefit, not the maximum salary to which a benefit multiplier is to be applied.

See, e.g., Karl v. Guardian Life Ins. Co. of Am., 790 F. Supp. 569, 570-71 (D. Md. 1992)

(stating that policy that provided benefit of “200% of the employee‟s annual earnings . . .

to a maximum of $250,000” paid maximum benefit of $250,000); Abbiati v. Buttura &

Sons, Inc., 639 A.2d 988, 989-90 (Vt. 1994) (describing $100,000 as “maximum payment

allowed” under a policy that provided coverage of “2 ½ times basic annual earnings . . .

to a maximum of $100,000”).

       Second, we understand Bauer‟s point concerning the Plan‟s “Seat Belt Benefit”

provision — which provides that the Plan will pay an “additional sum equal to 10% of

the Insured‟s Principal Sum to a maximum of $100,000” if certain conditions are met.

But, in light of all of the other factors discussed above, we do not find any potential

conflict between this provision and Reliance‟s interpretation of the “Principal Sum”

provision to be dispositive of Bauer‟s claim.



                                                    III.

       For the foregoing reasons, we will affirm the order of the District Court.

                                                5
