                           In the
 United States Court of Appeals
              For the Seventh Circuit
                        ____________

No. 03-2876
TRUSTEES OF THE SOUTHERN ILLINOIS
CARPENTERS WELFARE FUND,
                                        Plaintiffs-Appellants,
                              v.

RFMS, INC., DUANE KREBS,
and LISA KREBS,
                                        Defendants-Appellees.

                        ____________
          Appeal from the United States District Court
               for the Southern District of Illinois.
          No. 02-1067-WDS—William D. Stiehl, Judge.
                        ____________
   ARGUED DECEMBER 8, 2003—DECIDED MARCH 24, 2005
                   ____________




  Before WOOD, EVANS, and WILLIAMS, Circuit Judges.
  WILLIAMS, Circuit Judge. Lisa Krebs, a beneficiary of two
separate ERISA-governed benefit plans, accrued approxi-
mately $160,000 worth of medical bills. Her employer,
RFMS, Inc., under its plan’s terms, paid $1,000, leaving the
balance to be covered by the Southern Illinois Carpenters
Welfare Fund, which was administered by Krebs’s hus-
band’s employer. The Trustees of the Carpenters Fund
2                                               No. 03-2876

brought suit against RFMS and the Krebses, claiming that
the RFMS plan’s provisions which limited its duty to pro-
vide coverage were not applicable, and that RFMS ought to
cover the entire amount. Both parties moved for judgment
on the pleadings. We find that the terms of the RFMS’s plan
are unambiguous and explicitly limit payments to $1,000
for Lisa Krebs is covered by another employer-sponsored
group health plan. We, therefore, affirm the district court’s
judgment in favor of RFMS.


                    I. BACKGROUND
  Lisa Krebs participates in two ERISA-governed health
and welfare benefit plans. She is covered by the RFMS plan
as an employee of RFMS and by the Carpenters plan as her
husband Duane’s spouse and dependent. When she incurred
some $160,000 in medical expenses, Krebs submitted the
medical bills to both plans. The Carpenters plan provides
that “the plan covering the patient as a participant, active
employee, member, or nondependent pays benefits before a
plan covering the patient as a non-active employee or
dependent.” This provision is consistent with the terms of
the RFMS plan and thus the parties concede that the RFMS
plan, which covers Lisa as an active employee, was the
primary payer required to adjudicate and pay benefits
before the Carpenters plan.
  The RFMS plan includes a sub-plan, the Wrap-around
plan, which stipulates that “[e]mployees covered by another
employer sponsored group health plan will automatically be
covered under the Wrap-around Plan,” and sets a “max-
imum benefit of $1,000 per person for expenses incurred in
a calendar year.” Further, the RFMS plan’s No Loss
Provision provides “that if an individual ever receives less
contractual benefits, when combined with benefits covered
under another private or public group health plan, that [sic]
what would have been received were the individual covered
No. 03-2876                                                     3

under Major Medical Benefits, then this Plan will pay the
difference.” Consistent with the Wrap-around sub-plan,
RFMS paid Krebs $1,000, and Krebs then sought the
reimbursement of the remaining $159,000 from the Carpen-
ters plan. Rather than pay the outstanding sum, the Trust-
ees of the Carpenters plan brought this action against RFMS
and the Krebses, alleging that the Carpenters plan did not
apply to Krebs’s claim.
  Both parties moved for judgment on the pleadings pur-
suant to Rule 12(c) of the Federal Rules of Civil Procedure.
In their cross-motion, the Carpenters Trustees elaborated
on the reason which, in their view, mandated that RFMS
foot the bill: applying the RFMS Wrap-around sub-plan
without also triggering the RFMS plan’s No Loss Provision
was inconsistent with the Trustees’ interpretation of their
own plan’s coordination-of-benefits provision and, insofar as
that interpretation was not arbitrary and capricious, it
ought to compel RFMS to cover the balance of Krebs’s ex-
penses. The district court denied the plaintiffs’ and granted
the defendants’ motion for judgment on the pleadings and
also found that the Wrap-around sub-plan was applicable to
Lisa’s claim. The Trustees appeal.


                        II. ANALYSIS
  Appellants argue that the district court erred in granting
RFMS’s motion for judgment on the pleadings and denying
their own motion. We review de novo the district court’s
order granting the motion for judgment on the pleadings.
Brunt v. Serv. Employees Int’l Union, 284 F.3d 715, 719 (7th
Cir. 2002).
   As a preliminary matter, we address RFMS’s contention,
first set forth in the district court, that it is too late for the
Trustees to argue that the Wrap-around sub-plan, as ap-
plied by RFMS, violates their interpretation of their own
plan’s coordination-of-benefits provision, because the argu-
4                                              No. 03-2876

ment was not originally alleged in the Trustees’ complaint.
The district court found that the complaint specifically
referenced both plans’ coordination-of-benefits provisions,
thus allowing the court to consider the argument more fully
developed in the plaintiffs’ motion for judgment on the
pleadings. We agree with the district court and decline
RFMS’s invitation to disregard the argument on appeal.
   Both plans before us operate under the Employee Retire-
ment Income Security Plan Act of 1974 (“ERISA”). 29
U.S.C. §§ 1001-1461. Although “ERISA provides com-
prehensive regulation of employee benefit plans,” McGurl
v. Trucking Employees of New Jersey Welfare Fund, 124 F.3d
471, 476 (3d Cir. 1997), it does not mandate the type or
amount of benefit required to be provided by an employee
welfare benefit plan. See 29 U.S.C. § 1102(b). Further, it
“provides no guidance on coordination of benefits issues.”
COB Clearinghouse Corp. v. Aetna U.S. Healthcare, 362
F.3d 877, 879 (6th Cir. 2004). Instead, ERISA aims “to
protect the financial integrity of pension and welfare plans
by confining benefits to the terms of the plans as writ-
ten . . . .” Downs v. World Color Press, 214 F.3d 802, 805
(7th Cir. 2000) (internal quotations omitted). We therefore
interpret the plans’ respective terms to determine which
plan is responsible for paying Lisa Krebs’s medical bills.
  Where the terms of an ERISA-governed plan are un-
ambiguous, we “will not look beyond its ‘four corners’ in
interpreting its meaning.” Neuma, Inc. v. AMP, Inc., 259
F.3d 864, 873 (7th Cir. 2001). The terms of the RFMS plan
are plain; the Wrap-around sub-plan explicitly limits pay-
ment to $1,000 for employees, such as Lisa Krebs, who are
covered by another employer-sponsored group health plan.
Nonetheless, the Carpenters Trustees contend that their
interpretation of their own plan’s coordination-of-benefits
provision requires RFMS to pay $1,000 under the RFMS
Wrap-around sub-plan first, and then the remaining
$159,000 under the RFMS plan’s No Loss Provision, before
the Trustees are required to pay anything under their plan.
No. 03-2876                                                     5

  The Carpenters plan coordination-of-benefits provision
states in relevant part that “[i]f the other plan has no guide-
lines for coordinating benefits, that plan will pay benefits
before our medical plan” and “[i]f part of the other plan
coordinates benefits and part does not, each part will be
treated as a separate plan.” The Trustees argue that the
RFMS No Loss Provision is such a separate plan, as its lan-
guage contains no reference to the coordination-of-benefits
or order of payment, nor is the No Loss Provision specifi-
cally mentioned in RFMS’s own coordination-of-benefits
provision.1 It therefore follows, the Trustees contend, that the
No Loss Provision is “a separate plan” and, as such, it,
rather than the Carpenters plan, should pay the remaining
sum. In other words, the Trustees contend that RFMS ought
to first pay Krebs $1,000 under the Wrap-around sub-plan,
and then pay the remaining $159,000 under the RFMS
plan’s supposed separate plan, the No Loss Provision.
  We find the Trustees’ argument unpersuasive, as the
plain language of the RFMS No Loss Provision is incapable
of sustaining the Trustees’ interpretation. As the district
court noted, there is no support in the provision’s language
for the proposition that the No Loss Provision was intended
to function as a separate plan subject to another plan’s
coordination-of-benefits analysis. The RFMS plan explicitly
states that the “Wrap-around Plan has a No Loss Provision.”
Thus, the No Loss Provision is specifically incorporated into
the Wrap-around Plan and cannot be said to constitute a
separate plan for the purposes of determining the order of
payment.
  Notwithstanding the plain language of the RFMS plan,
the Trustees contend that their interpretation of their own



1
   The RFMS coordination-of-benefits provision states in pertinent
part: “If you or a dependent have any other health care plan
coverage, benefits will be coordinated so that no more than 100%
of covered charges are paid or reimbursed.”
6                                                 No. 03-2876

coordination-of-benefits provision is entitled to judicial def-
erence, as it is neither arbitrary nor capricious. See Firestone
Tire & Rubber Co. v. Bruch, 489 U.S. 101, 115 (1989) (hold-
ing that deference is due when “the benefit plan gives the
administrator or fiduciary discretionary authority” to
“construe the terms of the plan”). While Trustees may
interpret their own plan so long as that interpretation is
neither arbitrary nor capricious, the Trustees’ coordination-
of-benefits argument requires, and directly relies on, the
Trustees’ interpretation of the RFMS plan. It is for us, and
not the Trustees, to interpret that plan in relation to the
Carpenters plan. See Winstead v. J.C. Penney Co., Inc., 933
F.2d 576, 580 (7th Cir. 1991).
   Moreover, the relevant provisions of these competing
ERISA plans are compatible and, therefore, not mutually
repugnant; accordingly, we will enforce the plans as written.
Cf. McGurl, 124 F.3d at 480 (finding coordination-of-bene-
fits provisions in two competing ERISA-governed plans
mutually repugnant, requiring the court to fashion a remedy
to resolve the conflict); Winstead v. Indiana Ins. Co., 855 F.2d
430 (7th Cir. 1988) (affirming the district court’s finding that
an ERISA policy and a non-ERISA policy were mutually
repugnant and apportioning liability between them on a pro
rata basis as “eminently fair and equitable”). The RFMS
Wrap-around sub-plan and the Trustees’ coordination-of-
benefits provision would be mutually repugnant if they
were both “equally viable but conflicting.” Winstead, 855 F.2d
at 433. We agree with the district court that the provisions
do not conflict. To the contrary, the RFMS plan is the
primary payer required to pay Krebs first under its Wrap-
around sub-plan. Thereafter, the burden shifts to the
Carpenters plan to pay up to its policy limit. Only then does
the RFMS plan’s No Loss Provision require the payment of
any residuary benefits by RFMS.
  Although the outcome may perhaps seem somewhat in-
equitable, as RFMS, concededly the primary payer, will ulti-
No. 03-2876                                               7

mately pay substantially less than the Carpenters plan, at
the end of the day, of the two competing plans in this suit,
the RFMS plan turned out to be more efficaciously drafted
than the Carpenters plan. As the two plans are not mutually
repugnant, we enforce them as written.
  Because the Trustees waived three claims of wrongdoing
alleged in their original complaint by not arguing them on
appeal, we do not consider these claims here.


                   III. CONCLUSION
  For the foregoing reasons, the decision of the district
court is AFFIRMED.

A true Copy:
      Teste:

                        ________________________________
                        Clerk of the United States Court of
                          Appeals for the Seventh Circuit




                   USCA-02-C-0072—3-24-05
