                   UNITED STATES COURT OF APPEALS
                        For the Fifth Circuit



                            No. 95-60664
                          Summary Calendar



                         JULIE WOODS DAVIS

                                             Plaintiff - Appellant


                               VERSUS


                     AIG LIFE INSURANCE COMPANY


                                              Defendant - Appellee



            Appeal from the United States District Court
              For the Southern District of Mississippi
                           3:94-CV-512-WS
                            April 26, 1996


Before HIGGINBOTHAM, DUHÉ, and EMILIO M. GARZA, Circuit Judges.

PER CURIAM:1

     Appellant sued to recover benefits under an accidental death

policy issued to Ethyl Corporation and allegedly covering her
deceased husband who was an Ethyl employee.       The insurer sought

summary judgment alleging that the claim was governed by ERISA and

that Appellant had not exhausted her administrative remedies under

the Plan.   The district court agreed and granted summary judgment

dismissing Appellant’s claims without prejudice.     We affirm.

1
  Pursuant to Local Rule 47.5, the Court has determined that this
opinion should not be published and is not precedent except under
the limited circumstances set forth in Local Rule 47.5.4.
      Appellant raised two issues on appeal: Is ERISA applicable?

If so, is administrative exhaustion futile?        While Appellant lists

the first issue it is not adequately briefed therefore we do not

consider it.    Villanueva v. CNA Insurance Companies, 868 F.2d 684,

687 n.5 (5th Cir. 1989).    Even if we did consider the argument, the

facts are undisputed that the benefit of the policy in question was

extended to employees by Ethyl Corporation as part of an ERISA

plan.

      Appellant contends that exhaustion of administrative remedies

should be excused as futile principally because the outcome is

certain since, in its letter denying her claim, the Appellee stated

its reasons for considering the death not accidental and indicated

it would hold her to a clear and objective evidence standard to

prevail on administrative review.         These arguments cannot prevail

in the face of legal precedent in this Circuit beginning with

Denton v. First National Bank, in which an employee contended that

the     employer’s   hostility   toward    him   was   such   as   to   make

administrative remedies futile:

           Pursuing his administrative remedy after the denial of
      benefits would have allowed the trustees to reconsider their
      decision on Denton’s request. The primary purposes of the
      exhaustion requirement are to: (1) uphold Congress’ desire the
      ERISA trustees be responsible for their actions, not the
      federal courts; (2) provide a sufficiently clear record of
      administrative action if litigation should ensue; and (3)
      assure that any judicial review of fiduciary action (or
      inaction) is made under the arbitrary and capricious standard,
      not de novo.    Accordingly, decisions for the trustees are
      disturbed only if they are arbitrary and capricious, not on
      the basis of what the district court would have done in the
      first instance. This is necessary to keep from turning every
      ERISA action, literally, into a federal case.

            The logic behind the exhaustion requirement was set forth

                                    2
     in Amato v. Bernard, 618 F.2d 559 (9th Cir. 1980). The Amato
     court   required   benefit   claimants    to   exhaust   their
     administrative remedies prior to seeking federal court review
     of a benefit denial.     The court based its decision on an
     examination of the legislative history of ERISA which clearly
     suggested that “Congress intended to grant authority to the
     courts to apply the exhaustion doctrine in suits arising under
     the act.” Denton. 765 F.2d 1295 (5th Cir. 1985).

     The various public policies strongly supporting the exhaustion

requirement are further stated in Medina v. Anthem Life Insurance

Co., 983 F.2d 29 (5th Cir. 1993) and in the Eighth Circuit opinion

in Conley v. Pitney Bowes, 34 F.3d 714 (8th Cir. 1994).

     Appellant complains that the administrative process lacks

necessary standards and guidelines and that only insurance company

personnel will be involved, thereby foreclosing the possibility of

a favorable result.   These arguments have been found invalid in

Denton.

            If Denton’s view of exhaustion were to prevail, no
     plaintiff who knew how to claim “bitterness or hostility” on
     the part of the Plan’s review committee could be compelled to
     submit his claim for administrative review of the denial of
     benefits prior to filing of a federal lawsuit. Accordingly,
     benefit disputes would not only be more numerous and more
     often frivolous, but less defined as a result of this evasion
     of the Congressionally mandated administrative process. We
     agree with Amato that Congress, in enacting ERISA, clearly
     wanted   potential   plaintiffs   to   first   exhaust   their
     administrative remedies before resorting to the federal courts
     . . . .

          Another important facet of the exhaustion requirement is
     that it prevents fiduciaries from avoiding their duties under
     the Plan by insulating all benefit decisions in the protective
     mantel of federal judicial review. If fiduciaries were to
     find their decisions more closely supervised by an intervening
     federal judiciary, it is likely that they would go to court to
     seek instruction by declaratory relief on questions involving
     claims for benefits, rather than deciding those questions
     themselves as Congress intended. By requiring exhaustion of
     remedies, we strike a balance between judicial intervention
     and the discharge of the fiduciary’s duties. Denton, 765 F.2d
     at 1303 and n.13.

                                3
     Exhaustion is to be excused only in the most exceptional

circumstances.   Communications Workers of America v. AT&T, 40 F.3d

426 (D.C. Circuit 1994).   This is not such a case.

     Appellant’s state law claims were properly denied as preempted

by ERISA.

     AFFIRMED.




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