                NOT RECOMMENDED FOR FULL-TEXT PUBLICATION
                           File Name: 09a0415n.06

                                            No. 07-1523                                   FILED
                                                                                      Jun 11, 2009
                           UNITED STATES COURT OF APPEALS                       LEONARD GREEN, Clerk
                                FOR THE SIXTH CIRCUIT


Jane E. Gravelle,                                          )
                                                           )        ON APPEAL FROM THE
       Plaintiff-Appellant,                                )        UNITED STATES DISTRICT
                                                           )        COURT FOR THE EASTERN
v.                                                         )        DISTRICT OF MICHIGAN
                                                           )
Bank One Corporation, J.P. Morgan Chase &                  )            MEMORANDUM
Company,                                                                  OPINION

       Defendants-Appellees.




BEFORE:        MOORE and McKEAGUE, Circuit Judges; FORESTER, Senior District
               Judge.*

       McKeague, Circuit Judge. Frederick Gravelle worked for the same employer for thirty-six

years. After he died, his wife was eligible for spousal death benefits. The plan provided certain

employees the option of receiving benefits calculated under the current plan or benefits vested under

an earlier plan. Mrs. Gravelle and the Plan Administrator disputed the proper interpretation of the

plan provisions regarding the effect of an earlier pension plan. Mrs. Gravelle filed suit in the United

States District Court for the Eastern District of Michigan.         The district court affirmed the

administrative decision. As the Plan Administrator’s interpretation is reasonably supported by the

record, we affirm.



       *
               The Honorable Karl S. Forester, Senior United States District Judge for the Eastern
District of Kentucky, sitting by designation.
No. 07-1523
Gravelle v. Bank One Corp.

                                                  I.

       Frederick Gravelle died on September 15, 2004, leaving his wife, Jane Gravelle, as his sole

beneficiary. Mr. Gravelle was born on October 6, 1946, and he began working for the National Bank

of Detroit (“NBD”) on September 3, 1968. Mr. Gravelle began participating in NBD’s Retirement

plan on October 1, 1968. When Mr. Gravelle began working at NBD, the NBD plan was a defined

benefit plan that used a final average pay formula to determine benefits.

       NBD merged with First Chicago Corporation on January 1, 1997.1 After the merger, an

employee’s NBD benefits were converted into a lump sum and became the starting balance in the

First Chicago NBD Corporation Personal Pension Account Plan (“PPAP”). However, if an

employee qualified under the “Rule of 65,”2 the employee was recognized as a “Grandfathered

FCC/NBD Employee (“Grandfathered Employee”). A Grandfathered Employee retained the right

to receive the greater amount of either the benefits calculation available to all employees or the

benefits calculation provided in a supplement detailing benefits for Grandfathered Employees.

       Mr. Gravelle satisfied the Rule of 65.3 In Supplement B, the PPAP provides that, for

employees such as Mr. Gravelle who died after the age of fifty-five and with ten years or more of

service, the death benefits would be the greater of the following:


       1
           First Chicago/NBD later became Bank One.
       2
         The Rule of 65 covered employees who, as of December 31, 1996, had completed five years
of service and “the sum of his attained age plus his completed years of Service . . . equaled at least
65 on that date.”
       3
        As of December 31, 1996, Mr. Gravelle was fifty years old and had worked for NBD for
twenty-eight years.

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No. 07-1523
Gravelle v. Bank One Corp.

        (i) the Spousal Death Benefit; or (ii) the benefit that would be payable to such
        Surviving Spouse if the Member had retired on the date preceding the date of death
        and had not waived the joint and 50% Surviving Spouse level annuity, or, if
        applicable, (iii) the benefit that would be payable to such Surviving Spouse under
        subparagraph (e) of this subsection 3.1.

        The dispute in this appeal turns on the third option, the benefits available under subsection

3.1(e). That provision states that:

        The death benefits payable to beneficiaries of Employees who were Members under
        the NBD Plan prior to January 1, 1976 shall be determined in accordance with this
        Supplement B but with reference to the death benefit provisions of the NBD Plan as
        in effect immediately prior to that date (hereinafter called the “Prior Plan”). In no
        event, however, shall any beneficiary of a Member under the Plan, whether or not
        such a Member was also a Member under the Prior Plan, be entitled to receive more
        than one death benefit under either the provisions of the Prior Plan or under the
        provisions of Supplement B, nor shall the death benefit payable under subparagraphs
        (a), (b), and (c) of this subsection 3.1 to the Surviving Spouse of a Member under the
        Prior Plan be less than the corresponding death benefit payable to such Surviving
        Spouse under the Prior Plan based on the Employee’s annual rate of Compensation
        determined as of January 1, 1976.

        The death benefits under the Prior Plan are listed in the following attachment to the current

plan:

        (a) If a member who has reached the 55th anniversary of his birth dies in service
        (excepting the case of restoration to service on or after Normal Retirement Date) and
        proofs of death satisfactory to the Retirement Committee, a death benefit shall be
        payable to the beneficiary designated to receive such death benefit payments, or, if
        no designated beneficiary survives, to the Member’s executors or administrators.

        (b) The death benefit payable to a Member’s designated beneficiary shall be an
        annual allowance equal to the Retirement Allowance under the Plan that would have
        been payable to the Member if he had not died but had retired on the first day of the
        calendar month in which he died, or on his Normal Retirement Date, if earlier . . . .

        Additionally, the current PPAP Summary Plan Description (“PPAP SPD”) explains the role

of benefits earned under prior plans:

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No. 07-1523
Gravelle v. Bank One Corp.

       If you were a participant in a defined benefit plan that has been merged into the
       PPAP, your benefits will generally be calculated under the terms of the PPAP.
       However, you are entitled to receive under the PPAP benefits that are at least equal
       to the accrued benefits to which you were entitled, as of the date of the Plan merger,
       under the prior defined benefit plan in which you participated. The benefits available
       to you (and, if applicable, your beneficiaries) may be different than those described
       here. You would have received information about your grandfathered status at the
       time the prior plan became part of the PPAP.

The 1995 NBD Summary Plan Description (“NBD SPD”), in effect prior to the NBD/First Chicago

merger, also indicated that:

       The Prior Plan . . . provided a survivor’s benefit that was payable only if you died
       between the ages of 55 and 65 and while you were still employed at NBD. Under the
       Prior Plan, the benefit was calculated as if you had chosen to retire and had picked
       the 100% Joint and Survivor Option, though the amount of death benefit varied
       depending on whether the beneficiary you chose was your spouse. This benefit was
       based on your rate of pay as of January 1, 1976. If you were a member of the Prior
       Plan, you may choose to have your beneficiary receive the death benefit calculated
       under the Prior Plan or the normal death benefit applicable to you under the NBD
       Retirement Plan, but not both.

       After Mr. Gravelle died, Bank One’s Pension Plan Administrator (“Plan Administrator”) sent

Mrs. Gravelle a letter regarding the cash benefit option under the PPAP. Mrs. Gravelle contacted

the Plan Administrator to inquire about the option for Grandfathered Employees. The Plan

Administrator corrected the omission and sent Mrs. Gravelle a new explanation of her survivor

benefits. After further communication, Mrs. Gravelle sent Bank One a letter requesting a 100%

survivor benefit, based on Mr. Gravelle’s most recent salary, under PPAP subsection 3.1(e). The

Plan Administrator construed this as a claim and denied the claim. The Plan Administrator informed

Mrs. Gravelle that “the NBD death benefit does not take into consideration compensation earned




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No. 07-1523
Gravelle v. Bank One Corp.

after January 1, 1976.” Mrs. Gravelle appealed the denial to the Appeal Committee, which then

affirmed the denial of the claim.

       Mrs. Gravelle filed suit in the United States District Court for the Eastern District of

Michigan. Mrs. Gravelle filed a motion for summary judgment, and Bank One filed a motion to

affirm the administrative decision. The district court affirmed the administrative decision. Mrs.

Gravelle now appeals.

                                                  II.

       A. Standard of Review

       The district court appropriately conducted a de novo review of the administrative record

before affirming the administrative decision. See Wilkins v. Baptist Healthcare Sys., Inc., 150 F.3d

609, 619 (6th Cir. 1998). The district court’s decision on the record is reviewed de novo, using the

same legal standard as the district court. Cooper v. Life Ins. Co. of N. Am., 486 F.3d 157, 164 (6th

Cir. 2007).

       The legal standard for review of a denial of benefits under ERISA depends on whether the

plan administrator had discretion in making its determination. Firestone Tire & Rubber Co. v.

Bruch, 489 U.S. 101, 115 (1989). If the plan gives the plan administrator discretion, then the

administrator’s decision is reviewed using the arbitrary and capricious standard. Haus v. Bechtel

Jacobs Co., LLC, 491 F.3d 557, 561 (6th Cir. 2007). An administrator’s decision is not arbitrary and

capricious “if it is the result of a deliberate principled reasoning process and is rational in light of

the plan’s provisions.” Cooper, 486 F.3d at 165 (internal quotation marks and citation omitted).

When “interpreting a plan, the administrator must adhere to the plain meaning of its language as it

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No. 07-1523
Gravelle v. Bank One Corp.

would be construed by an ordinary person.” Morgan v. SKF USA, Inc., 385 F.3d 989, 992 (6th Cir.

2004). Nevertheless, an appellate court “must accept a plan administrator's rational interpretation

of a plan even in the face of an equally rational interpretation offered by the participants.” Id.

        “Where a plan authorizes an administrator ‘both to decide whether an employee is eligible

for benefits and to pay those benefits,’ it creates ‘an apparent conflict of interest.’” Cooper, 486 F.3d

at 165 (quoting Glenn v. Metro. Life Ins. Co., 461 F.3d 660, 666 (6th Cir. 2006)). This conflict is

a relevant factor in assessing whether the administrator’s decision was arbitrary and capricious.

Metro. Life Ins. Co. v. Glenn, 128 S. Ct. 2343, 2350 (2008). How that factor affects review of an

administrator’s decision varies on a case-by-case basis. Id. at 2351. “[W]here circumstances suggest

a higher likelihood that [the conflict] affected the benefits decision,” the court should give greater

weight to the conflict. Id.

        B. Interpretation of the Plan

        The PPAP gives the Plan Administrator discretion. Under the PPAP, the Administrator has

“the full power and authority . . . . [t]o determine, in its sole discretion, all questions concerning the

construction and interpretation of the Plan and its administration.” This language is sufficient to

establish that the arbitrary and capricious standard of review applies. See Hunter v. Caliber Sys.,

Inc., 220 F.3d 702, 710 (6th Cir. 2000).

        The relevant provision of the PPAP is subsection 3.1(e), as, under subsection 3.1(c)(iii), the

spouses of Grandfathered Employees may choose to receive “the benefit that would be payable to

such Surviving Spouse under subparagraph (e) of this subsection 3.1.” Subsection 3.1(e), however,

does not clearly state what that benefit should be. Instead, it states that the benefit shall be calculated

                                                   -6-
No. 07-1523
Gravelle v. Bank One Corp.

“with reference to” the Prior Plan and that the beneficiary shall not receive multiple benefits and

shall not receive less than the beneficiary would have received based on the employee’s

compensation on January 1, 1976. The Plan Administrator interpreted these provisions to mean that

the PPAP referenced the Prior Plan by providing the spouse of a Grandfathered Employee with a

death benefit calculated under the Prior Plan using the Grandfathered Employee’s annual rate of

compensation as of January 1, 1976.

       The Plan Administrator’s interpretation is not arbitrary and capricious. Subsection 3.1(e) is

ambiguous with regard to the substance of the benefit it provides. The first sentence indicates that

the benefit is calculated under Supplement B but “with reference to” the Prior Plan. The death

benefits provisions of the Prior Plan are attached at Appendix B-1, but they do not provide a method

of calculating a benefit. Instead, Appendix B-1 states that “a death benefit shall be payable to the

beneficiary” if the employee “who has reached the 55th anniversary of his birth dies in service . . .

and proofs of death . . . are filed with the Retirement Committee.” The amount of the benefit under

the Prior Plan “shall be an annual allowance equal to the Retirement Allowance under the Plan that

would have been payable to the Member if he had not died, but had retired on the first day of the

calendar month in which he died . . . .” Appendix B-1 does not contain the relevant provisions of

the Prior Plan for determining the Retirement Allowance. Instead, the ambiguity in the first sentence

of subsection 3.1(e) remains unresolved.

       The Summary Plan Descriptions (“SPDs”) in the record provide a basis for resolving this

ambiguity. Where pension plans are ambiguous, SPDs can be used to resolve the ambiguity. See

Morrison v. Marsh & McLennan Cos., Inc., 439 F.3d 295, 301-302 (6th Cir. 2006) (“[O]ur case law

                                                -7-
No. 07-1523
Gravelle v. Bank One Corp.

instructs us to read the SPD and the Plan documents together as an integrated whole when there is

no conflicting language.”). The Plan Administrator relied on the 1995 NBD SPD, which provided

a clear explanation of the benefit. That SPD states that, under the Prior Plan, “the benefit was

calculated as if you had chosen to retire and had picked the 100% Joint and Survivor Option . . . .

This benefit was based on your rate of pay as of January 1, 1976.”

        This information supports the Plan Administrator’s interpretation. See Morrison v. Marsh

& McLennan Cos., Inc., 439 F.3d 295, 301-02 (6th Cir. 2006). It provides a reasonable basis to

interpret the “with reference to” language in subsection 3.1(e) as referring to the ability to choose

to receive a 100% death benefit based on the decedent’s compensation as of January 1, 1976. As the

PPAP language is ambiguous and the SPD provides a reasonable basis for the Plan Administrator’s

interpretation, that interpretation is not arbitrary and capricious.4



        4
        In supplemental briefing after oral argument, Mrs. Gravelle asserts that the Plan
Administrator erred in relying on the NBD SPD rather than the current PPAP SPD. However, the
current SPD also supports the Plan Administrator’s interpretation. The current PPAP SPD states
that:

        If you were a participant in a defined benefit plan that has been merged into the
        PPAP, your benefits will generally be calculated under the terms of the PPAP.
        However, you are entitled to receive under the PPAP benefits that are at least equal
        to the accrued benefits to which you were entitled, as of the date of the Plan merger,
        under the prior defined benefit plan in which you participated.

This is directly in line with the Plan Administrator’s interpretation. It indicates that the benefit will
be calculated under the terms of the PPAP and that the reference to the Prior Plan is intended to
ensure that the benefit is at least equal to the date of the employee’s accrued benefits under the Prior
Plan. Further, it explains that the amount of accrued benefits is determined as of the date the prior
plan was merged into the PPAP. Therefore, the current PPAP SPD, like the NBD SPD, supports the
Plan Administrator’s interpretation.

                                                  -8-
No. 07-1523
Gravelle v. Bank One Corp.

        Mrs. Gravelle argues that the NBD SPD contradicts the plain language of the PPAP itself and

that the NBD SPD therefore should not receive any weight. However, the NBD SPD and the text

of the PPAP do not contradict each other. The PPAP text indicates that death benefits shall be

determined with reference to the Prior Plan–but the text does not indicate how to reference the Prior

Plan. The SPDs provide an explanation for how to reference the Prior Plan. Nothing in the PPAP

text contradicts that explanation.

        As the Plan Administrator both evaluates and pays claims, there is a conflict of interest. See

Metro. Life Ins., 128 S. Ct. at 2348. We take this into account as a factor in our analysis. However,

there are no circumstances present in this case that indicate the need to give greater weight to the

conflict. See id. at 2351; DeLisle v. Sun Life Assurance Co. of Canada, 558 F.3d 440, 445 (6th Cir.

2009). Nor is there a provision in either the PPAP or the SPDs that supports a contrary interpretation

of the Plan.5 Therefore, while we account for the conflict of interest, it does not change the result

in this case.

                                                 III.




        5
           There is a grammatical argument that cuts against the Plan Administrator’s interpretation.
The second sentence of subsection 3.1(e) begins “In no event, however, shall . . . the death benefit
. . . be less than the corresponding death benefit payable to such Surviving Spouse under the Prior
Plan based on the Employee's annual rate of Compensation determined as of January 1, 1976.” The
beginning of the sentence suggests that it is a limitation on the first sentence and that the first
sentence somehow indicates how the benefit should be calculated.
          This argument, however, is ultimately unpersuasive. It merely highlights the ambiguity in
the subsection; it does not provide a basis for adopting any alternative interpretation. Further, it is
not supported by any reference in the PPAP or the SPD to a method of calculating the benefit that
differs from the method adopted by the Plan Administrator.

                                                 -9-
No. 07-1523
Gravelle v. Bank One Corp.

       In the absence of any conflicting language, the SPDs provide a reasonable basis for the Plan

Administrator’s interpretation of the Plan. Therefore, the Plan Administrator’s decision was not

arbitrary and capricious, and we AFFIRM the decision of the district court.




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