                               In the

    United States Court of Appeals
                 For the Seventh Circuit
                     ____________________
No. 17-3524
ESTATE OF LINDA FAYE JONES, et al.,
                                                Plaintiffs-Appellants,

                                 v.

CHILDREN’S HOSPITAL AND HEALTH SYSTEM INCORPORATED
PENSION PLAN,
                                     Defendant-Appellee.
                     ____________________

         Appeal from the United States District Court for the
                   Eastern District of Wisconsin.
          No. 2:16-cv-01235-LA — Lynn Adelman, Judge.
                     ____________________

       ARGUED MAY 29, 2018 — DECIDED JUNE 13, 2018
                ____________________

   Before BAUER, BARRETT, and ST. EVE, Circuit Judges.
    ST. EVE, Circuit Judge. Three days into retirement and three
days before the start of her pension, Linda Faye Jones died.
The Administrative Committee, which oversees the Chil-
dren’s Hospital and Health System, Inc. Pension Plan, denied
the pension to Linda’s daughter and beneficiary, Kishunda
Jones. The Committee reasoned that only spouses are entitled
to benefits under the Plan when a participant dies before the
2                                                     No. 17-3524

start of her pension. Because the Administrative Committee’s
decision was not arbitrary or capricious, we affirm.
                         I. Background
   Linda worked for Children’s Hospital of Wisconsin for 37
years. As an employee, she was a participant in the employer-
funded Plan. In August of 2015, Linda faced recurring blad-
der cancer, and at 60 years old, decided to retire. While for-
malizing her retirement, Linda received a form asking her to
apply for the benefits of the Plan.
    Article IV of the Plan describes the four benefits available
to employees: a normal retirement pension, an early retire-
ment pension, a deferred vested retirement pension, and a
pre-retirement surviving-spouse death benefit. Section 4.4 ex-
plains the surviving-spouse benefit, which is available to a
participant’s spouse when the participant dies “before the
Participant’s annuity starting date.” No other benefit pro-
vides that it is available to beneficiaries if the participant dies
before payments start.
    Article VI of the Plan details the benefits’ payment struc-
tures. Section 6.2 states that early retirement pensions “com-
mence with a payment due on the first day of the month next
following” the date of termination and the election of benefits.
Section 6.4 explains that a participant “may elect to have his
pension payable” in alternative forms of annuities. One of
those annuities is a ten-year annuity, described in Section
6.4(a)(iii) as:
       A ten (10) year certain life annuity providing
       monthly payments to the Participant for his life and,
       if he dies before receiving the one hundred twenti-
       eth (120th) such payment, continuing such pay-
No. 17-3524                                                     3

       ments to his designated beneficiary until the aggre-
       gate payments made to him and such beneficiary to-
       tal one hundred twenty (120).
Section 6.4(d) requires a participant selecting the ten-year an-
nuity to designate a beneficiary.
    Section 6.9(e)(i), however, limits who can constitute a des-
ignated beneficiary in certain situations. Specifically, “[i]n the
case of a Participant who dies prior to the date distributions
begin, the Participant’s designated beneficiary will be his or
her surviving Spouse, if any, pursuant to the terms of Section
4.4.” Otherwise, “[i]n the case of a Participant who dies after
the date distributions begin, the designated beneficiary will
be the individual who is designated as the beneficiary under
Article VI.” These varying definitions have a purpose, accord-
ing to Section 6.9(d)(iv): certain tax rules do not apply to the
Plan because the beneficiary of a participant who dies before
distribution must be the participant’s spouse.
    Article VIII of the Plan vests the Administrative Commit-
tee with “full and complete discretionary authority, responsi-
bility and control over the management, administration and
operation of the Plan.” That discretion extends to the author-
ity to “formulate, issue and apply rules and regulations,” “in-
terpret and apply the provisions of the Plan,” and “make ap-
propriate determinations and calculations.”
    Upon receiving the application for Plan benefits, Linda
opted for the early retirement pension. She also elected to re-
ceive her pension through Section 6.4(a)(iii)’s ten-year annu-
ity. She designated her only daughter, Kishunda, as her ben-
eficiary pursuant to Section 6.4(d).
4                                                            No. 17-3524

    Linda retired on August 26, 2015. Her first pension pay-
ment was therefore set to commence the next month, on Sep-
tember 1, 2015. She died three days prior, however, on August
29, 2015.
    Kishunda petitioned the Administrative Committee for
her mother’s pension, and it denied her request. The Commit-
tee explained that when a participant dies before her pension
starts, “the only death benefit payable by the Plan is described
in Section 4.4,” the surviving-spouse benefit. Kishunda ap-
pealed that decision, which the Committee also denied. It ex-
plained further that if the participant is not alive when pay-
ments are to commence under the ten-year annuity, there are
no payments for the designated beneficiary to “continue” to
receive. The Committee also rejected Kishunda’s other, since-
abandoned arguments about forfeiture and equal protection.
    Kishunda then turned to state court, suing the Plan under
Section 502(a)(1)(B) of the Employee Retirement Income Secu-
rity Act (“ERISA”), 29 U.S.C. § 1132(a)(1)(B).1 The Plan re-
moved the case to the Eastern District of Wisconsin, where the
parties cross moved for summary judgment. The district court
granted the Plan’s motion and denied Kishunda’s, entering
judgment in favor of the Plan. Noting that the case was “un-
doubtedly unfortunate,” the district court nevertheless con-
cluded that the Administrative Committee’s interpretation of
the Plan was reasonable. This appeal followed.




    1 As the district court pointed out, although the suit names the Estate
of Linda Faye Jones as a plaintiff, Kishunda, as the denied claimant, is the
only real party-in-interest.
No. 17-3524                                                     5

                      II. Legal Standards
    We review de novo a district court’s decision to grant or
deny summary judgment. Valenti v. Lawson, 889 F.3d 427, 429
(7th Cir. 2018). Summary judgment is appropriate when there
is no genuine dispute as to a material fact and the movant is
entitled to judgment as a matter of law. Dunn v. Menard, Inc.,
880 F.3d 899, 905 (7th Cir. 2018).
    Where, as here, a plan grants discretion to its administra-
tor, we review the administrator’s decision to deny benefits
under the arbitrary-and-capricious standard. Dragus v. Reli-
ance Standard Life Ins. Co., 882 F.3d 667, 672 (7th Cir. 2018). An
administrator’s decision passes that deferential standard as
“long as (1) it is possible to offer a reasoned explanation,
based on the evidence, for a particular outcome, (2) the deci-
sion is based on a reasonable explanation of relevant plan doc-
uments, or (3) the administrator has based its decision on a
consideration of the relevant factors that encompass the im-
portant aspects of the problem.” Id. (quoting Cerentano v.
UMWA Health & Ret. Funds, 735 F.3d 976, 981 (7th Cir. 2013)).
In fewer words, “the reviewing court must ensure only that a
plan administrator’s decision has rational support in the rec-
ord.” Geiger v. Aetna Life Ins. Co., 845 F.3d 357, 362 (7th Cir.
2017) (quoting Edwards v. Briggs & Stratton Ret. Plan, 639 F.3d
355, 360 (7th Cir. 2011)). While an administrator’s decision
must have rational support, it “need not explain the reasoning
behind the reasons, … that is, the interpretive process that
generated the reason for the denial.” Herman v. Cent. States,
Se. & Sw. Areas Pension Fund, 423 F.3d 684, 693 (7th Cir. 2005)
(quotation and modification omitted).
    Federal common law, which embraces general principles
of contract interpretation, governs a plan’s interpretation to
6                                                     No. 17-3524

the extent it is consistent with ERISA. Plan language is there-
fore “given its plain and ordinary meaning, and the plan must
be read as a whole, considering separate provisions in light of
one another and in the context of the entire agreement.”
Schultz v. Aviall, Inc. Long Term Disability Plan, 670 F.3d 834,
838 (7th Cir. 2012). An administrator’s decision that defies a
plan’s plain language fails the arbitrary-and-capricious stand-
ard. Michels Corp. v. Cent. States, Se., & Sw. Areas Pension Fund,
800 F.3d 411, 417 (7th Cir. 2015).
                         III. Discussion
   The Administrative Committee’s decision to deny
Kishunda’s claim was not arbitrary or capricious. The Com-
mittee interpreted the Plan to offer only the surviving-spouse
benefit when a participant dies before her pension begins. A
reasonable reading of the Plan supports this interpretation.
    Consider first Section 6.9, provisions of which “take prec-
edence over any inconsistent provisions of the Plan.” Under
Section 6.9(e)(i), whether the Plan gives effect to a partici-
pant’s beneficiary designation depends on the date of first dis-
tribution vis-à-vis the date of the participant’s death. If distri-
bution occurs first, the designated beneficiary is the person
the participant named. But if death occurs first, as happened
here, the designated beneficiary is the participant’s spouse, if
any, “pursuant to the terms” of the surviving-spouse benefit.
Given that delineation, the Plan can be reasonably (if not ex-
clusively) read to disregard Linda’s designation of Kishunda,
and allow only the surviving-spouse benefit.
  Section 6.9(e)(i)’s time-dependent definitions make sense
when read in the context of Section 6.9 as a whole. Section 6.9
No. 17-3524                                                      7

aims to ensure the Plan’s compliance with the tax code—spe-
cifically, 26 U.S.C. § 401(a)(9). That tax-code provision re-
quires that pensions purporting to be “qualified trusts” (and
enjoying the tax benefits thereof) pay an employee’s interests
within five years of her death if she dies before distributions
begin. 26 U.S.C. § 401(a)(9)(B)(ii). There are, however, excep-
tions to that five-year rule: if the interest is payable to a “des-
ignated beneficiary” for the life of that beneficiary, or if it is
payable to a spouse and paid after the participant would have
turned 70-and-a-half years old. 26 U.S.C. §§ 401(a)(9)(B)(iii),
(iv); see also 26 C.F.R. § 1.401(a)(9)-3. Section 6.9 puts any po-
tential death-before-distribution benefit into the latter excep-
tion. Section 6.9(e)(i) defines beneficiaries as spouses in such
cases, and Section 6.9(b)(ii) requires that distributions to sur-
viving spouses begin by the year the participant would have
turned 70-and-a-half. Thus, as Section 6.9(d)(iv) explains,
§ 401(a)(9)’s requirements “do not apply to this Plan, since the
Participant’s designated beneficiary … is limited under the
terms of this Plan to the Participant’s surviving Spouse, if
any.”
    The Plan, apparently concerned with the tax consequences
of failing to comply with § 401(a)(9), employs a blanket rule:
only spouses can collect benefits when the participant dies be-
fore distribution. Cf. 26 U.S.C. § 401(a)(9)(B)(iv). That decision
has an unfortunate consequence here, but in light of Section
6.9, it is not an unreasonable one.
    Kishunda’s arguments to the contrary misunderstand Sec-
tion 6.9. She submits that Section 6.9(a) incorporates
§ 401(a)(9), and that § 401(a)(9) does not prevent designated
beneficiaries from receiving benefits when the participant
dies before distribution. That is true, in principle—though
8                                                     No. 17-3524

perhaps not in Kishunda’s case, as § 401(a)(9) requires com-
pliant plans to pay designated beneficiaries within five years
or “over [their] life,” and she claims a ten-year annuity. 26
U.S.C. §§ 401(a)(9)(B)(ii), (iii). In any event, the incorporation
of § 401(a)(9) does not aid Kishunda’s claim. That provision
dictates when a plan must distribute benefits depending on
the recipient; it does not dictate who has the right to receive
benefits. See Reklau v. Merchs. Nat’l Corp., 808 F.2d 628, 631 (7th
Cir. 1986). Section 6.9, however, does. To meet § 401(a)(9)’s re-
quirements, Section 6.9 dictates who constitutes a designated
beneficiary when and implements corresponding distribution
mandates. Section 401(a)(9) of the tax code may not limit des-
ignated beneficiaries to surviving spouses when participants
die before distribution, but Section 6.9 of the Plan does.
     Kishunda also contends that because Section 6.9(e)(i) ref-
erences Section 4.4, it must apply only to the surviving-spouse
benefit, and not to the ten-year annuity she pursues. That in-
terpretation is flawed in two respects. First, it renders Section
6.9(e)(i) meaningless. Section 4.4 does not use the phrase “des-
ignated beneficiary” and by its terms covers only spouses, so
there is nothing for Section 6.9(e)(i) to add to Section 4.4. See
Call v. Ameritech Mgmt. Pension Plan, 475 F.3d 816, 821 (7th Cir.
2007) (not crediting a participant’s interpretation that makes a
“section superfluous”). Second, the more natural—and rea-
sonable—reading of Section 6.9(e)(i)’s reference to Section 4.4
is that because only spouses can be the beneficiaries of partic-
ipants who die before distribution, the Plan treats their bene-
fits as surviving-spouse benefits.
  Kishunda’s additional argument about waiver is without
merit. The Plan argued below that Section 6.9 is designed to
No. 17-3524                                                          9

comply with § 401(a)(9)—namely, in response to Kishunda’s
since-abandoned claim that the Plan violates § 401(a)(9).
    Beyond Section 6.9, a reading of the Plan on the whole
supports the Administrative Committee’s interpretation. Of
the four benefits, only the surviving-spouse benefit is ex-
pressly payable when the participant dies before the “annuity
starting date.” It was reasonable for the Committee to infer
from that specification—and the other benefits’ lack thereof—
that only the surviving-spouse benefit was payable. Cf. An-
stett v. Eagle-Picher Indus., Inc., 203 F.3d 501, 505 (7th Cir. 2000)
(holding, based on other plan provisions, that an employer
“knew how” to limit certain benefits when it so intended). In
fact, were the Committee to interpret the Plan otherwise, it
could end up paying multiple benefits on one participant.
Had Linda been married when she died, for example, her
spouse could have collected under the surviving-spouse ben-
efit while Kishunda collected under the ten-year annuity.
That result seems improbably intended, making the Commit-
tee’s interpretation—that only the surviving-spouse benefit is
available when a participant dies before the date of first dis-
tribution—all the more reasonable. See Butler v. Encyclopedia
Brittanica, Inc., 41 F.3d 285, 290 (7th Cir. 1994) (holding a
plan’s “construction [as] reasonable given [its] overall struc-
ture”).2
   Kishunda’s conflicting reading of the Plan is both too nar-
row and too exacting. She focuses in isolation on the ten-year-

   2  Because we conclude that the Administrative Committee’s interpre-
tation was reasonable based on the plain language of the Plan, we need
not consider the summary plan description. Cf. US Airways, Inc. v.
McCutchen, 569 U.S. 88, 92 n.1 (2013) (summary plan descriptions do not
constitute the terms of a plan).
10                                                    No. 17-3524

annuity provision, Section 6.4(a)(iii), and concludes that be-
cause it does not expressly prohibit payment when the partic-
ipant dies before distribution, it must be payable. Plans, how-
ever, “must be read as a whole.” Young v. Verizon’s Bell Atl.
Cash Balance Plan, 615 F.3d 808, 823 (7th Cir. 2010); see also Huss
v. IBM Med. & Dental Plan, 418 F. App’x 498, 506 (7th Cir. 2011)
(rejecting a plan interpretation that “chooses to read the lan-
guage most favorable … in isolation”). As explained, Section
6.9, the surviving-spouse benefit’s express coverage of deaths
before distribution, and the potential for duplicative benefits
all suggest that the ten-year annuity is not payable when the
participant dies before distribution.
    Even focusing on Section 6.4(a)(iii), the Committee’s inter-
pretation has support. That section is ambiguous as to
whether the annuity is payable when a participant dies before
her pension commences. It does not specifically say other-
wise, yet it references benefits payable for the participant’s
“life” and explains that a beneficiary may receive “continu-
ing” payments until the “aggregate payments” made to the
participant and the beneficiary total 120. In other words, it
suggests, without explicitly requiring, that the Plan has al-
ready made payments to the participant before a beneficiary
collects.
    “The requirement that we give deference to the plan ad-
ministrator’s interpretation is especially applicable when plan
language is ambiguous, for that is precisely when the admin-
istrator exercises his grant of discretion.” Hess v. Reg-Ellen
Mach. Tool. Corp., 423 F.3d 653, 662 (7th Cir. 2005); see also Ross
v. Indiana State Teacher’s Ass’n Ins. Tr., 159 F.3d 1001, 1011 (7th
Cir. 1998) (holding as reasonable a board’s decision about
how to fill the plan’s silence on an issue). In this case, Section
No. 17-3524                                                     11

6.4(a)(iii) could be clearer. But the Administrative Commit-
tee’s view that the ten-year annuity is not payable before a
pension commences is reasonable, “compatible with the lan-
guage and the structure of the plan document,” and entitled
to our deference. Schane v. Int’l Bhd. of Teamsters Union Local
No. 710 Pension Fund Pension Plan, 760 F.3d 585, 590 (7th Cir.
2014). Kishunda’s hypothetical, about a labor contract with
“continuing” payments, fails to convince us otherwise. It does
not account for the full ambiguity of Section 6.4(a)(iii), the dis-
cretion vested in the administrator, or the broader structure
of the Plan.
    Kishunda’s reliance on O’Shea v. UPS Ret. Plan, 837 F.3d 67
(1st Cir. 2016), also falls short. O’Shea presented facts similar
to this case—a parent-participant died before the start of his
pension, and a plan administrator denied the children-bene-
ficiaries’ claim, concluding that only spouses could receive
benefits when a participant dies before his pension starts. 837
F.3d at 70–72. Yet in O’Shea, unlike in this case, the annuity
provision included express language providing for payments
to a designated beneficiary when the participant “dies after
the Annuity Starting Date.” Id. at 75. The First Circuit con-
cluded that, in light of that language, the administrator had
not acted arbitrarily or capriciously. Id. It noted, though, that
without the express language, the clause would have sug-
gested that the annuity was payable to the children-benefi-
ciaries. Id.
    O’Shea’s dictum does not persuade us that Section
6.4(a)(iii) requires payment to Kishunda. O’Shea did not ad-
dress a provision comparable to Section 6.9, which defines
designated beneficiaries as spouses when the participant dies
12                                                  No. 17-3524

before distribution. Nor did O’Shea involve an annuity provi-
sion that was ambiguous as to whether benefits were payable
if the participant dies before the pension commenced. Our in-
quiry is not whether the Plan could have been better drafted,
but whether the Committee’s interpretation has rational sup-
port. See, e.g., Geiger, 845 F.3d at 362. For reasons already ex-
plained, we conclude that it does.
                        IV. Conclusion
    We echo the district court—the facts of this case are un-
doubtedly unfortunate. The Administrative Committee’s de-
cision, however, was not arbitrary or capricious. We therefore
AFFIRM.
