                               In the

    United States Court of Appeals
                 For the Seventh Circuit
                     ____________________
No. 14-1984
MARY C. FONTAINE,
                                                   Plaintiff-Appellee,

                                 v.

METROPOLITAN LIFE INSURANCE COMPANY,
                                   Defendant-Appellant.
                     ____________________

         Appeal from the United States District Court for the
           Northern District of Illinois, Eastern Division.
           No. 1:12-cv-08738 — Joan B. Gottschall, Judge.
                     ____________________

  ARGUED DECEMBER 1, 2014 — DECIDED SEPTEMBER 4, 2015
               ____________________

   Before BAUER, KANNE, and HAMILTON, Circuit Judges.
    HAMILTON, Circuit Judge. In 1989, the Supreme Court held
that courts should apply de novo review in suits challenging
denials of employee benefits governed by the Employee Re-
tirement Income Security Act of 1974, better known as
ERISA. Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101, 115
(1989); see 29 U.S.C. § 1132(a)(1). But there was a catch. If the
benefit plan provided expressly for a different, more defer-
ential standard of review, Firestone said, that specific provi-
2                                                  No. 14-1984

sion would control over the default rule of de novo review.
489 U.S. at 115. Insurance companies and plan sponsors be-
gan including such provisions in most employee benefit
plans, typically saying the insurer or plan administrator
would exercise discretionary judgment in interpreting a plan
or deciding whether to pay benefits. Courts would then ap-
ply a deferential standard of review under which a denial
would stand unless it was “arbitrary and capricious.” See,
e.g., Black v. Long Term Disability Ins., 582 F.3d 738, 743–44
(7th Cir. 2009).
    A further round in the tug-of-war over employee benefits
has been adoption of state laws intended to protect employ-
ees and plan beneficiaries from abuse of such discretion. In
this case, we address a federal preemption challenge to such
an Illinois insurance law, one that prohibits provisions “pur-
porting to reserve discretion” to insurers to interpret health
and disability insurance policies. Like our colleagues in the
Ninth and Sixth Circuits, as well as the district court in this
case, we reject the preemption challenge and apply the state
law. See Standard Ins. Co. v. Morrison, 584 F.3d 837 (9th Cir.
2009); American Council of Life Insurers v. Ross, 558 F.3d 600
(6th Cir. 2009); Fontaine v. Metropolitan Life Ins. Co., 2014 WL
1258353, *11–12 (N.D. Ill. March 27, 2014). We therefore af-
firm the district court’s judgment in favor of plaintiff Mary
C. Fontaine.
I. Factual & Procedural Background
    Plaintiff Fontaine was an equity partner in the structured
finance group of the law firm of Mayer Brown LLP. Mayer
Brown offered Fontaine long-term disability insurance
through the Metropolitan Life Insurance Company (Met-
Life), and Fontaine paid the premium for that policy. In 2011,
No. 14-1984                                                   3

Fontaine retired after 30 years of practice at Mayer Brown.
She said vision problems prevented her from continuing to
perform at the high level and pace expected in her work as a
structured finance attorney. Two days after retiring, Fontaine
filed a claim for disability benefits with MetLife.
     MetLife denied her claim, finding that Fontaine did not
fit the definition of disabled in her insurance policy. MetLife
affirmed that initial denial in an internal administrative ap-
peal. Fontaine then filed this suit against MetLife under
ERISA for wrongful denial of benefits.
    Fontaine and MetLife each moved for entry of judgment
by the district court pursuant to Federal Rule of Civil Proce-
dure 52(a). This procedure is essentially a trial on the papers,
see Hess v. Hartford Life & Accident Ins. Co., 274 F.3d 456, 461
(7th Cir. 2001), and is well-suited to ERISA cases in which
the court reviews a closed record. Both sides presented ex-
tensive medical evidence, which the district court examined
in detail. See Fontaine, 2014 WL 1258353, at *2–10.
    The standard of review is the pivotal issue. Fontaine’s
disability plan provides that MetLife’s benefit determina-
tions “shall be given full force and effect” unless they are
shown to be “arbitrary and capricious,” thus calling for def-
erential review. An Illinois insurance regulation known as
§ 2001.3, however, prohibits such terms in health and disabil-
ity insurance policies. Here is its full text:
       No policy, contract, certificate, endorsement,
       rider application or agreement offered or is-
       sued in this State, by a health carrier, to pro-
       vide, deliver, arrange for, pay for or reimburse
       any of the costs of health care services or of a
4                                                  No. 14-1984

       disability may contain a provision purporting
       to reserve discretion to the health carrier to in-
       terpret the terms of the contract, or to provide
       standards of interpretation or review that are
       inconsistent with the laws of this State.
50 Ill. Admin. Code § 2001.3. The district court held that
§ 2001.3 applied so that the court decided Fontaine’s eligibil-
ity for benefits de novo. The court found that Fontaine had
proven by a preponderance of the evidence that she was dis-
abled and entitled to benefits.
    MetLife appeals. MetLife does not challenge the district
court’s findings under the de novo review standard, but Met-
Life argues that § 2001.3 is preempted by ERISA and that the
denial of benefits was not arbitrary and capricious. Fontaine
contends that § 2001.3 is not preempted and that even if it
were, the denial of benefits was still arbitrary and capricious.
We affirm, concluding that § 2001.3 applies and is not
preempted. In Part II we address the preemption issue,
which is the heart of this appeal. In Part III, we briefly ad-
dress MetLife’s arguments that § 2001.3 should not apply by
its terms. We do not reach Fontaine’s alternate ground for
affirmance, whether the denial of benefits was arbitrary and
capricious.
II. ERISA Preemption
    ERISA authorizes participants in and beneficiaries of em-
ployee benefit plans like Fontaine to sue to recover benefits
due under the terms of those plans. 29 U.S.C. § 1132(a)(1)(B).
It is well established that “a denial of benefits challenged
under § 1132(a)(1)(B) is to be reviewed under a de novo
standard unless the benefit plan gives the administrator or
No. 14-1984                                                    5

fiduciary discretionary authority.” Firestone Tire & Rubber Co.
v. Bruch, 489 U.S. 101, 115 (1989). Like so many other plans in
the wake of Firestone, Fontaine’s benefit plan gives MetLife
discretionary authority when making benefit determina-
tions.
    Section 2001.3 of the Illinois insurance regulations pro-
hibits discretionary clauses like the one in Fontaine’s disabil-
ity policy. See 50 Ill. Admin. Code § 2001.3. (Fontaine’s disa-
bility policy was issued in Illinois.) The proper standard of
judicial review for MetLife’s benefit denial depends on
whether ERISA preempts § 2001.3.
    ERISA deals expressly with the issue of preemption of
state law. It first preempts state laws that “relate to any em-
ployee benefit plan,” 29 U.S.C. § 1144(a), but then saves from
preemption any state law “which regulates insurance,” 29
U.S.C. § 1144(b)(2)(A). Fontaine and MetLife agree that
§ 2001.3 is a state law that relates to an employee benefit
plan. They disagree on whether § 2001.3 is a state law that
“regulates insurance.” They also disagree on whether it con-
flicts with ERISA’s civil enforcement scheme. We agree with
the district court and Fontaine, and with our colleagues in
the Ninth and Sixth Circuits, which have both held that such
state laws prohibiting discretionary clauses in insurance con-
tracts are not preempted by ERISA. Standard Ins. Co. v. Mor-
rison, 584 F.3d 837 (9th Cir. 2009); American Council of Life In-
surers v. Ross, 558 F.3d 600 (6th Cir. 2009).
   A. ERISA & State Insurance Regulation
   To be deemed a law that “regulates insurance” and thus
to avoid preemption, a state law must satisfy two require-
ments. “First, the state law must be specifically directed to-
6                                                  No. 14-1984

ward entities engaged in insurance. … Second, … the state
law must substantially affect the risk pooling arrangement
between the insurer and the insured.” Kentucky Ass’n of
Health Plans, Inc. v. Miller, 538 U.S. 329, 342 (2003). Section
2001.3 meets both requirements.
       1. “Directed Toward Entities Engaged In Insurance”
   Section 2001.3 is “specifically directed toward entities en-
gaged in insurance,” id., because it is “grounded in policy
concerns specific to the insurance industry,” UNUM Life Ins.
Co. v. Ward, 526 U.S. 358, 372 (1999). It regulates, indeed pro-
hibits, discretionary clauses in health and disability insur-
ance policies, so it regulates insurers “with respect to their
insurance practices.” Miller, 538 U.S. at 334, quoting Rush
Prudential HMO, Inc. v. Moran, 536 U.S. 355, 366 (2002).
   MetLife argues that § 2001.3 is not specifically directed
toward entities engaged in insurance because it prohibits a
plan sponsor, like Mayer Brown, from delegating discretion-
ary authority to the insurer of an employee benefit plan. The
argument is too clever, and without merit. While Mayer
Brown is not an insurer and is nevertheless affected by
§ 2001.3, that does not mean that § 2001.3 is not specifically
directed toward entities engaged in insurance. The Supreme
Court rejected essentially the same too-clever argument in
Miller: “Regulations ‘directed toward’ certain entities will
almost always disable other entities from doing, with the
regulated entities, what the regulations forbid; this does not
suffice to place such regulation outside the scope of ERISA’s
saving clause.” 538 U.S. at 335–36 (footnote omitted).
   In Miller the Supreme Court considered “any-willing-
provider” laws, which require health maintenance organiza-
No. 14-1984                                                 7

tions to include in their networks any health care providers
within their coverage areas who are willing to meet their
terms and conditions. Such laws “equally prevent providers
from entering into limited network contracts with insurers,
just as they prevent insurers from creating exclusive net-
works in the first place.” Id. at 334 (emphasis in original).
The fact that the laws also affected health care providers did
not stop the Supreme Court from holding that such laws are
specifically directed toward entities engaged in insurance
and are thus saved from preemption under ERISA as state
insurance regulations. Prohibitions on discretionary clauses,
like any-willing-provider laws, have similarly inevitable ef-
fects on “entities outside the insurance industry.” Just as in
Miller, that does not change their character as insurance reg-
ulations. See id. at 335.
    In another too-clever argument, MetLife asserts that the
discretionary clause in this case is not actually in an insur-
ance policy but in an ERISA plan document. From this prem-
ise, MetLife reasons that if § 2001.3 prohibits discretionary
clauses in ERISA plan documents as distinct from insurance
policies, then the law’s effect on plan sponsors is not inci-
dental and thus the law is not specifically directed toward
entities engaged in insurance. In Ward, the Supreme Court
rejected a similarly hyper-technical argument aimed at de-
feating the ERISA compromise on preemption. Whether a
provision for discretionary interpretation is placed in an in-
surance policy or in a different document is arbitrary and
should make no legal difference. If MetLife’s interpretation
of ERISA’s saving clause were correct, then states “would be
powerless to alter the terms of the insurance relationship in
ERISA plans; insurers could displace any state regulation
simply by inserting a contrary term in plan documents. This
8                                                   No. 14-1984

interpretation would virtually ‘read the saving clause out of
ERISA.’” Ward, 526 U.S. at 376, quoting Metropolitan Life Ins.
Co. v. Massachusetts, 471 U.S. 724, 741 (1985).
    On MetLife’s reasoning, a plan sponsor could delegate
authority to an insurer to refuse to comply with a state in-
surance regulation mandating, say, coverage of ovarian can-
cer screenings, so long as it did so by delegating that discre-
tionary authority in an ERISA plan document rather than in
the insurance policy itself. See Brief of Amicus Curiae AARP
at 5. MetLife replies to this hypothetical in two ways: first, by
noting that mandating coverage for a medical procedure
falls within a state’s power to regulate insurance coverage
terms, and second, by invoking its other preemption argu-
ments. The first reply just begs the question; the second is
irrelevant to the point of the hypothetical. The hypothetical
illustrates the same point the Supreme Court made forceful-
ly in Ward: the artificial distinction that MetLife draws be-
tween ERISA plan documents and insurance policies, which
are linked together so closely, has no basis in either law or
common sense.
       2. “Affects Risk Pooling Between the Insurer and the In-
           sured”
    The second requirement a state law must meet to be
deemed a law that “regulates insurance” is that it must
“substantially affect the risk pooling arrangement between
the insurer and the insured.” Miller, 538 U.S. at 341–42. Sec-
tion 2001.3 does so by altering “the scope of permissible bar-
gains between insurers and insureds.” Id. at 338–39. The Su-
preme Court has repeatedly upheld state laws that operate
in this manner against ERISA preemption arguments.
No. 14-1984                                                   9

    In Miller the Supreme Court held that any-willing-
provider laws substantially affect risk pooling by barring in-
sureds from seeking “insurance from a closed network of
health-care providers in exchange for a lower premium.” Id.
at 339. In Ward the Court held that a “notice-prejudice rule”
was saved from preemption under ERISA as a state insur-
ance regulation. See id. “The notice-prejudice rule governs
whether or not an insurance company must cover claims
submitted late, which dictates to the insurance company the
conditions under which it must pay for the risk that it has
assumed.” Id. at 339 n.3. In this sense, § 2001.3 operates simi-
larly to the laws upheld in Miller and Ward. By prohibiting
discretionary clauses in insurance policies, it alters the scope
of permissible bargains and dictates the conditions under
which risk is assumed in the insurance market.
    MetLife argues that § 2001.3 does not substantially affect
risk pooling because it does not “determine whether a class
of risks is covered, does not extend coverage to a class of
previously excluded risks, and does not mandate new claim
review procedures.” The Supreme Court has applied a much
broader, more practical standard to such questions. For ex-
ample, the any-willing-provider laws considered in Miller
also do not determine whether a class of risks is covered, ex-
tend coverage to a class of previously excluded risks, or
mandate new claim review procedures. Yet those laws were
also upheld by the Court because, like § 2001.3, they alter the
scope of permissible bargains between insurers and in-
sureds. 538 U.S. at 338–39. We are not persuaded by Met-
Life’s attempt to narrow artificially the Supreme Court’s in-
terpretations of the requirement that state laws substantially
affect risk pooling.
10                                                 No. 14-1984

    We join the Ninth and Sixth Circuits in concluding that a
state law prohibiting discretionary clauses squarely satisfies
this requirement. Standard Ins. Co. v. Morrison, 584 F.3d 837,
844–45 (9th Cir. 2009) (“Montana insureds may no longer
agree to a discretionary clause in exchange for a more af-
fordable premium. The scope of permissible bargains be-
tween insurers and insureds has thus narrowed. The Su-
preme Court has repeatedly upheld similar scope-narrowing
regulations.”); American Council of Life Insurers v. Ross, 558
F.3d 600, 607 (6th Cir. 2009) (“Prohibiting plan administra-
tors from exercising discretionary authority in this manner
dictates to the insurance company the conditions under
which it must pay for the risk it has assumed.”) (internal
quotation marks and citation omitted).
     B. ERISA’s Civil Enforcement Scheme
    MetLife has another preemption theory. Any “state-law
cause of action that duplicates, supplements, or supplants
the ERISA civil enforcement remedy conflicts with the clear
congressional intent to make the ERISA remedy exclusive
and is therefore pre-empted.” Aetna Health Inc. v. Davila, 542
U.S. 200, 209 (2004). MetLife argues that § 2001.3 fits that de-
scription, but we disagree. Quite obviously, § 2001.3 does not
duplicate, supplement, or supplant the ERISA civil enforce-
ment remedy. All it does is restore in Illinois ERISA’s own
default rule of de novo review in court cases challenging de-
nials of health and disability benefits. Section 2001.3 is not
preempted by ERISA’s civil enforcement scheme.
   Fontaine sued MetLife to recover benefits due under the
terms of an employee benefit plan, as ERISA authorizes. 29
U.S.C. § 1132(a)(1)(B). She sought only the benefits due to her
under the plan. She did not seek, for example, tort damages
No. 14-1984                                                   11

for negligent denial of her disability claim, or punitive dam-
ages under any theory, any of which would be preempted.
See Davila, 542 U.S. at 205–06; Pilot Life Ins. Co. v. Dedeaux,
481 U.S. 41, 54 (1987); see also Morrison, 584 F.3d at 846 (state
laws prohibiting discretionary clauses are distinct from
“state attempts to meld a new remedy to the ERISA frame-
work”); Ross, 558 F.3d at 607 (prohibiting discretionary
clauses does not “create, duplicate, supplant, or supplement
any of the causes of action that may be alleged under
ERISA”).
   Rush Prudential HMO, Inc. v. Moran, 536 U.S. 355 (2002), is
the controlling case on this issue. In Moran the Supreme
Court considered another state law regulating health
maintenance organizations (HMOs). The law provided that
when a patient sought care that her primary care physician
said was medically necessary but that her HMO refused to
cover, she was entitled to an independent medical review of
her claim for coverage. If the independent medical reviewer
found that the treatment fit the definition of medically nec-
essary treatment in the patient’s insurance plan, then the
HMO was bound to cover the treatment. Id. at 359–61.
   The independent review law conflicted with a discretion-
ary clause in Moran’s insurance policy. Id. at 359–60. The in-
surer argued that this state law conflicted with ERISA’s civil
enforcement scheme and was thus preempted. The Supreme
Court disagreed, in reasoning that applies directly to
§ 2001.3:
       But this case addresses a state regulatory
       scheme that provides no new cause of action
       under state law and authorizes no new form of
       ultimate relief. While independent review …
12                                                    No. 14-1984

       may well settle the fate of a benefit claim under
       a particular contract, the state statute does not
       enlarge the claim beyond the benefits available
       in any action brought under § 1132(a). And alt-
       hough the reviewer’s determination would
       presumably replace that of the HMO as to
       what is “medically necessary” under this con-
       tract, the relief ultimately available would still
       be what ERISA authorizes in a suit for benefits
       under § 1132(a).
Id. at 379–80 (footnotes omitted). While “a deferential stand-
ard for reviewing benefit denials” is “highly prized by bene-
fit plans,” it is not required by the “text of the statute.” Id. at
384–85. ERISA requires only “a uniform judicial regime of
categories of relief and standards of primary conduct, not a
uniformly lenient regime of reviewing benefit determina-
tions.” Id. at 385. And as noted, “the de novo standard of re-
view is already the default standard in ERISA cases, so it is
difficult to imagine how a state law requiring that level of
review would conflict with the statute.” Ross, 558 F.3d at 608.
   Faced with the rejection of its preemption argument in
Moran, Morrison, and Ross, MetLife points out that they were
decided before Conkright v. Frommert, 559 U.S. 506 (2010),
which MetLife calls a “monumental ERISA decision.” Mon-
umental or not, the problem for MetLife is that Conkright is
not an ERISA preemption decision and offers little guidance
here.
   Conkright explained “that an ERISA plan administrator
with discretionary authority to interpret a plan is entitled to
deference in exercising that discretion.” 559 U.S. at 509, cit-
ing Firestone, 489 U.S. 101. Conkright then held that “a single
No. 14-1984                                                     13

honest mistake in plan interpretation” does not justify
“stripping the administrator of that deference for subsequent
related interpretations of the plan.” Id. MetLife points to the
considerations that Conkright cited in favor of its holding—
that deferential review of benefit determinations promotes
“efficiency, predictability, and uniformity”—as establishing
that ERISA entitles employers to the option of delegating
discretionary authority in their benefit plans. See id. at 518.
    “Because ERISA’s text does not directly resolve” the
standard of review courts should apply to benefit determi-
nations, the Court had to decide this question in both Fire-
stone and Conkright. See id. at 512. In Firestone the Court
looked to trust-law principles for guidance, id., and in
Conkright the Court looked to some of the underlying pur-
poses of ERISA after finding trust law unsettled on the pre-
cise question before it. Id. at 516–17.
   Unlike Firestone and Conkright, this case does not call on
the courts to decide in the first instance which standard of
review should apply to a benefit denial. The State of Illinois
has already answered that question as a matter of its state
insurance law. Conkright dealt with a judicially created rem-
edy for an insurer’s error, not state legislation exercising the
“historic police powers” of the states. See Moran, 536 U.S. at
365, quoting New York State Conference of Blue Cross & Blue
Shield Plans v. Travelers Ins. Co., 514 U.S. 645, 655 (1995), quot-
ing in turn Rice v. Santa Fe Elevator Corp., 331 U.S. 218, 230
(1947). Those powers are not “to be superseded by the Fed-
eral Act unless that was the clear and manifest purpose of
Congress.” Id. ERISA is a quite detailed statute, yet Congress
was completely silent on the standard of review for benefit
determinations.
14                                                No. 14-1984

   Preemption can of course be implied rather than express.
But implied preemption analysis must be especially cautious
when Congress has provided expressly for preemption.
“Implied preemption analysis does not justify a ‘freewheel-
ing judicial inquiry into whether a state statute is in tension
with federal objectives’; such an endeavor ‘would undercut
the principle that it is Congress rather than the courts that
preempts state law.’” Chamber of Commerce of United States v.
Whiting, 563 U.S. —, 131 S. Ct. 1968, 1985 (2011) (plurality
opinion), quoting Gade v. National Solid Wastes Mgmt. Ass’n,
505 U.S. 88, 111 (1992) (Kennedy, J., concurring in part and
concurring in judgment).
    The objectives that Conkright cited in developing a stand-
ard of review for benefit determinations in the face of con-
gressional and state silence—efficiency, predictability, and
uniformity—were threatened at least as much, if not more
so, by the state independent review law upheld in Moran.
See Morrison, 584 F.3d at 848–49 (prohibiting deferential ju-
dicial review of benefit determinations is, in a way, “consid-
erably more consistent with ERISA policy” than mandating
independent medical reviews; “the ultimate decisionmaking
entity—the federal district court—is the one foreseen by
Congress and not a creature of state law”). Seeing no indica-
tion from the Supreme Court that Conkright overruled or
limited Moran, and knowing that a “high threshold must be
met if a state law is to be preempted for conflicting with the
purposes of a federal Act,” we hold that § 2001.3 is not im-
pliedly preempted by ERISA’s civil enforcement scheme. See
Whiting, 131 S. Ct. at 1985 (plurality opinion), quoting Gade,
505 U.S. at 110 (Kennedy, J., concurring in part and concur-
ring in judgment).
No. 14-1984                                                  15

III. The Scope of § 2001.3
    Up to this point, we have been assuming that § 2001.3
applies without showing why it does. MetLife offers four
arguments that § 2001.3 should not apply to this case accord-
ing to its terms. None has merit. Here again is the full text of
§ 2001.3:
       No policy, contract, certificate, endorsement,
       rider application or agreement offered or is-
       sued in this State, by a health carrier, to pro-
       vide, deliver, arrange for, pay for or reimburse
       any of the costs of health care services or of a
       disability may contain a provision purporting
       to reserve discretion to the health carrier to in-
       terpret the terms of the contract, or to provide
       standards of interpretation or review that are
       inconsistent with the laws of this State.
50 Ill. Admin. Code § 2001.3.
    MetLife’s first argument is that the discretionary clause is
contained in an ERISA plan document, not in an insurance
document, and thus should be beyond the reach of § 2001.3
and of the Illinois Insurance Director more generally. The
discussion of UNUM Life Insurance Company v. Ward, 526 U.S.
358, 376 (1999), and the ovarian cancer screening hypothet-
ical above show that an artificial distinction between “plan”
documents and “insurance” documents is not tenable. It
“would virtually ‘read the saving clause out of ERISA.’”
Ward, 526 U.S. at 376, quoting Metropolitan Life Ins. Co. v.
Massachusetts, 471 U.S. 724, 741 (1985). It would also nullify
the evident purpose of § 2001.3.
16                                                No. 14-1984

    MetLife’s second argument is that § 2001.3 should not
apply because Fontaine’s disability insurance policy was of-
fered not by MetLife—the only “health carrier” in the pic-
ture—but by the employer. Yet the first page of Fontaine’s
disability insurance policy states, “This policy is issued in
return for the payment by the Policyholder of required Pre-
miums,” and it specifies the employer as the Policyholder.
The page is printed on MetLife stationery and signed by
MetLife’s corporate officers. MetLife obviously issued Fon-
taine’s disability insurance policy.
    MetLife’s third argument is that MetLife did not reserve
discretionary authority to itself; rather, the employer dele-
gated discretionary authority to MetLife. This similarly arti-
ficial distinction makes no difference under the terms of
§ 2001.3. The regulation prohibits any “provision purporting
to reserve discretion to the health carrier.” What matters is
that the policy provision purports to reserve discretion, not
who put the provision in the policy.
    MetLife’s final argument is that § 2001.3 does not prohibit
all discretionary clauses but only clauses reserving discre-
tion “to interpret the terms of the contract, or to provide
standards of interpretation or review that are inconsistent
with the laws of this State.” MetLife claims that clauses re-
serving discretion to make benefit determinations are unaffect-
ed by § 2001.3. In Firestone, the Supreme Court rejected this
artificial dichotomy between “benefit determinations” and
“contract interpretation,” pointing out that “the validity of a
claim to benefits under an ERISA plan is likely to turn on the
interpretation of terms in the plan at issue.” 489 U.S. at 115.
MetLife does not grapple with this point, much less argue
that this is an exceptional case where its benefit determina-
No. 14-1984                                               17

tion did not “turn on the interpretation of terms in the plan
at issue.” Id.
   The judgment of the district court is AFFIRMED.
