          United States Court of Appeals
                     For the First Circuit


No. 15-2387

                     GEORGE J. VENDURA, JR.,

                      Plaintiff, Appellant,

                               v.

  JONATHAN BOXER; NORTHROP GRUMMAN CORPORATION; NORTHROP GRUMMAN
      SPACE & MISSION SYSTEMS CORP. SALARIED PENSION PLAN; KEN
 BEDINGFIELD; MICHAEL HARDESTY; NORTHROP GRUMMAN SPACE & MISSION
   SYSTEMS CORP. SALARIED PENSION PLAN ADMINISTRATIVE COMMITTEE;
  NORTHROP GRUMMAN AEROSPACE SECTOR; TIFFANY MCCONNELL; NORTHROP
       GRUMMAN SPACE & MISSION SYSTEMS CORP.; DENISE PEPPARD,

                     Defendants, Appellees.


          APPEAL FROM THE UNITED STATES DISTRICT COURT
                FOR THE DISTRICT OF MASSACHUSETTS

          [Hon. William G. Young, U.S. District Judge]


                             Before

                  Torruella, Lipez, and Barron,
                         Circuit Judges.


     Stephen D. Rosenberg, with whom Caroline Fiore and The
Wagner Law Group were on brief, for appellant.
     Brian D. Netter, with whom Nancy G. Ross and Mayer Brown
LLP were on brief, for appellees.


                        January 11, 2017
            BARRON, Circuit Judge.           This appeal involves a suit

for pension benefits that George Vendura brings against Northrop

Grumman Corp. ("Northrop") and a number of related entities and

individuals.1     The key point of contention concerns the number of

"years of benefit service" that should be credited to Vendura in

calculating his pension benefits under his pension plan.                     We

affirm    the   judgment   below,    which   grants   summary     judgment   to

defendants.

                                      I.

            Vendura was hired by TRW Inc. ("TRW") in 1993 and

became a participant in the TRW Salaried Pension Plan ("TRW

Plan").     After Vendura worked for TRW for seven years, he went

on medical leave in June of 2000, in consequence of work-related

injuries that he had suffered much earlier.              During this leave,

Vendura     received    Social   Security      and    long-term    disability

benefits.       Vendura also applied for and, he contends, received

workers' compensation benefits during this time.

            In 2002, Northrop acquired TRW and renamed the company

Northrup    Grumman    Space   and   Mission   Systems   Corp.    ("NGSMSC").


            1In particular, Vendura brought suit against ten
corporate and individual defendants: Northrop Grumman Corp.,
Northrop Grumman Aerospace Sector, Northrop Grumman Space &
Mission Systems Corp., Northrop Grumman Space & Mission Systems
Corp. Salaried Pension Plan, Northrop Grumman Space & Mission
Systems Corp. Salaried Pension Plan Administrative Committee,
Jonathan Boxer, Ken Bedingfield, Michael Hardesty, Tiffany
Mcconnell, and Denise Peppard.
                                     - 2 -
Soon    thereafter,          NGSMSC     attempted       to    terminate      Vendura's

employment.          Vendura, however, challenged the attempt to lay him

off,    and,    in     2003,   Vendura      and    NGSMSC     signed    a    settlement

agreement that kept Vendura on board at NGSMSC.

               The settlement agreement provided that Vendura would

remain an "employee" of NGSMSC and "receive all benefits and

rights to which he is entitled pursuant to all benefit plans for

which    he     is     eligible."          The    settlement     agreement     further

provided that Vendura would cease to be a NGSMSC employee only

when one of several specific conditions came to pass.                           One of

those conditions was that "Vendura's LTD [long-term disability]

status ends."

               Because      this    case   concerns     a    dispute    over    pension

benefits       rather       than    employment,        however,    the       settlement

agreement      matters       only    insofar      as   it    relates    to   Vendura's

pension plan.           And, the relevant pension plan is the NGSMSC

Salaried Pension Plan ("NGSMSC Plan"), which, for former TRW

employees like Vendura, incorporated the eligibility criteria

set forth in the TRW Plan.

               The    TRW    Plan     provides     that      pension    benefits   for

participants, like Vendura, are to be calculated on the basis of

the participant's "Years of Benefit Service."                          Section 2.2 of

the TRW Plan, in subsection (a), makes clear that such years

include ones in which a participant receives compensation "for

                                           - 3 -
the     performance          of    services."            But,     in     the      subsequent

subsections of Section 2.2, the TRW Plan allows participants to

accrue years of benefit service even for periods of time in

which    the    participant         is    absent      from    work,    so   long    as     that

absence    is    for    a    reason       that   is    specified       in   one    of     those

follow-on subsections in Section 2.2.

               Only    two    of    the    follow-on         subsections    are     relevant

here:     subsections         (b)     and    (c).            Until     1999,      these     two

subsections read as follows:

               (b) absence without pay from work because of
               injury or occupational disease received in
               the course of his employment with the
               Controlled Group and for which he receives
               Workers' Compensation disability benefits;
               provided, however, that service credit shall
               be limited to a maximum of twelve months
               unless   the   Participant    has  met   the
               eligibility requirements for receiving long
               term disability benefits (whether or not he
               actually receives such benefits);

               (c) absence without pay from                   work due to a
               disability and for which he                   is entitled to
               receive long-term disability                  benefits under
               any plan maintained by a                      member of the
               Controlled Group[.]

               Effective January 1, 1999, however, the TRW Plan was

amended by, among other things, changing subsection (c).                                  Post-

amendment, subsection (c) reads as follows:

               (c) absence without pay from                   work due to a
               disability and for which he                   is entitled to
               receive long-term disability                  benefits under
               any plan maintained by a                      member of the
               Controlled Group, provided,                    however, with

                                            - 4 -
            respect to an absence from work beginning on
            or after January 1, 2000 as a result of
            disability, (i) no more than sixty months of
            Benefit Service will be credited under this
            Section 2.2(c) for a Participant with five
            or more years of Vesting Service and (ii) no
            more than twelve months of Benefit Service
            will be credited under this Section 2.2(c)
            for a Participant with less than five years
            of Vesting Service at the time such absence
            from work commences.

 (emphasis added to highlight the newly added language).

            The proper interpretation of these subsections became

a subject of controversy after Vendura's long-term disability

insurer    informed      Vendura   --    in   October    of    2012 --     that    his

eligibility for long-term disability benefits would expire in

February of 2013.          Vendura did not dispute that his long-term

disability benefits would expire at that time, or that, per the

settlement agreement, his employment with NGSMSC would thus come

to an end.        For that reason, Vendura inquired about his pension

benefits    and    received    a   "retirement     kit"       from   the    Northrop

Grumman Benefits Center.2

            In April of 2013, Vendura filed a claim for pension

benefits    with    the    "Administrative      Committee"       for    the   NGSMSC

Plan.      Under   the    documents     comprising      the    NGSMSC      Plan,   the

Administrative Committee "is the 'plan administrator' under" the

Employee Retirement Income Security Act of 1974 ("ERISA"), 29

            2
            More precisely, Vendura received two retirement kits:
one that would have allowed him to elect a lump-sum distribution
of his pension, and a second that did not grant him that option.
                                        - 5 -
U.S.C.    §   1001    et       seq.,    and   possesses     the   "full    and    sole

discretionary authority to interpret all plan documents and to

make all interpretive and factual determinations as to whether

any individual is entitled to receive any benefit and the amount

of such benefit under the terms of the Plan."

              In    making       his     pension     benefits      claim     to    the

Administrative Committee, Vendura argued that he is entitled to

twenty years of benefit service under the settlement agreement.

Vendura also argued that, even independent of the settlement

agreement,     he    is    entitled      to   that   same   number    of   years   of

benefit   service      under      the    plain    terms   of    subsection   (b)    of

Section 2.2.         Finally, Vendura argued that he is entitled to

elect a lump-sum distribution of his pension.

              The     Administrative          Committee        rejected    Vendura's

arguments in letters sent to him in May and June of 2013.                          The

letters informed Vendura that he was eligible for a pension

reflecting only twelve years of benefit service and not the

twenty years of benefit service that Vendura contended that he

had accrued.         The letters also rejected Vendura's contention

that Vendura was entitled to elect a lump-sum distribution of

his pension.

              The     Administrative           Committee's        calculation       of

Vendura's     years       of   benefit    service     reflected      the   following

determinations.        The Administrative Committee concluded that the

                                          - 6 -
settlement agreement does not provide for accrual of benefit

service    beyond      the    right    of    accrual    under       the    NGSMSC    Plan

itself.    The Administrative Committee further found that, under

the NGSMSC Plan, by virtue of Section 2.2 of the TRW Plan that

it incorporates, Vendura was entitled only to five years of

benefit service for the thirteen years in which he was both

absent from work due to his disability and for which he was

eligible for long-term disability benefits.                        The Administrative

Committee based that determination on the amended version of

subsection      (c)     of    Section       2.2,     which        the    Administrative

Committee concluded barred a participant from accruing more than

sixty   months    of    benefit       service       based    on    the    participant's

eligibility       for        long-term        disability          benefits.           The

Administrative Committee therefore credited Vendura with only

twelve years of benefit service, based on the five years of

benefit service that he accrued during his absence from work and

the   seven    years     of    benefit       service    that       he    accrued    under

subsection (a) of Section 2.2 during his employment with TRW and

before his disability-based absence began.

              Vendura appealed the decision to the Administrative

Committee,     which    issued    its       final    decision      denying    Vendura's

appeal with respect to each of these issues on December 19,

2013.     So, in 2014, Vendura filed an eight-count complaint in



                                         - 7 -
the   United   States   District   Court       for    the   District    of

Massachusetts against the defendants.

          The main issue on appeal arises under ERISA, which

permits a pension plan participant to bring a civil action "to

recover benefits due to him under the terms of his plan, to

enforce his rights under the terms of the plan, or to clarify

his rights to future benefits under the terms of the plan."            29

U.S.C. § 1132(a)(1)(B).   Vendura invokes this provision of ERISA

in his complaint in requesting that the District Court compel

defendants to fulfill their obligations under the NGSMSC Plan.

Vendura also brings a separate state law claim, in which he

argues that defendants are in breach of their obligations under

the   settlement   agreement,   given   what     he   contends   is    the

agreement's relationship to his rights under his pension plan.

          After the defendants moved for summary judgment, the

District Court granted the motion.         The District Court ruled

that the settlement agreement alone did not provide Vendura any

right to accrue years of benefit service beyond those to which

he would otherwise have been entitled.         The District Court also

ruled that the Administrative Committee's interpretation of the

NGSMSC Plan, under which the sixty-month cap on the accrual of

years of benefit service that subsection (c) sets forth applies

to Vendura, was not arbitrary and capricious.               And, on that

basis, the District Court ruled that Vendura was not entitled to

                                - 8 -
pension benefits calculated based on his having accrued twenty

years of benefit service.              Finally, the District Court ruled

that, in light of its finding with respect to the number of

years of benefit service to which Vendura was entitled, Vendura

also was not entitled to elect a lump-sum distribution of his

pension.

             This    timely     appeal      of    the     summary     judgment     order

followed.

                                          II.

             We start with Vendura's claim based on the settlement

agreement.      He    argues    that     because        the    settlement      agreement

makes clear that Vendura remained an employee of NGSMSC until

his eligibility for long-term disability benefits expired, it

necessarily also entitled him to continue to accrue years of

benefit service for pension purposes up until that point in

time.   And, for that reason, Vendura contends he is entitled to

the full twenty years of benefit service under the settlement

agreement.

             The District Court, like the Administrative Committee,

rejected     this    argument.         We        review       the   District     Court's

interpretation       of   the    settlement         agreement       de   novo.       See

OfficeMax, Inc. v. Levesque, 658 F.3d 94, 97 (1st Cir. 2011)

("Contract interpretation . . . is a 'question of law' that is

reviewed de novo."); see also Hannington v. Sun Life and Health

                                         - 9 -
Ins.    Co.,    711        F.3d    226,   230    (1st    Cir.     2013)      ("extra-plan

material" is reviewed de novo).                       And, on de novo review, we

conclude       that        Vendura's      interpretation        of     the    settlement

agreement is without merit.

               Vendura is right that, under the settlement agreement,

he remained an employee of NGSMSC until his eligibility for

long-term disability benefits expired.                   And he is right that his

eligibility for those benefits did not expire until February of

2013.      But the settlement agreement merely provides that Vendura

is entitled to "all benefits and rights to which he is entitled

pursuant to all benefit plans for which he is eligible."                              Thus,

by   its    terms,         the    settlement     agreement      just      provides     that

Vendura retains the status of an employee and is entitled to

receive whatever pension benefits under the NGSMSC Plan that he

would otherwise be entitled to by virtue of being an employee.

For this reason, the settlement agreement does not help Vendura.

It merely directs us to examine those provisions of the NGSMSC

Plan, including those provisions of the TRW Plan that the NGSMSC

Plan incorporates, which bear on Vendura's right to accrue years

of benefit service.              And so we now turn to those provisions.

                                              III.

               As     we     have    noted,      the    NGSMSC       Plan     vests     the

Administrative         Committee       with     the   authority      to   interpret     and

apply the relevant provisions.                  As a result, and in accord with

                                           - 10 -
the     requirements       of     ERISA,       we     review       the     Administrative

Committee's interpretations under the deferential arbitrary and

capricious standard, which is "functionally equivalent to the

abuse of discretion standard."                 Wright v. R.R. Donnelley & Sons

Co. Grp. Benefits Plan, 402 F.3d 67, 74 n.3 (1st Cir. 2005).

And, under that standard, we must defer to plan administrators

when    they    "reasonably"          construe      ambiguous      plan    terms.     See,

e.g., Kolling v. Am. Power Conversion Corp., 347 F.3d 11, 14

(1st Cir. 2003).

                                            A.

               In      assessing         the         Administrative           Committee's

interpretation, it helps first to understand Vendura's proposed

interpretation.          Under subsection (a) of Section 2.2 of the TRW

Plan,    Vendura    unquestionably          accrued        seven    years     of    benefit

service      because     he     was    compensated         for   his      performance    of

services to TRW for seven years.                    But, he readily concedes, due

to the disability that he suffered from on-the-job injuries and

the extended absence from work that resulted, he was not in

compliance with that condition thereafter.

               Vendura contends, however, that he was in compliance

with the condition for accruing years of benefit service set

forth in the very next subsection of Section 2.2 -- subsection

(b)     --     because     he     contends          that    he     received        workers'

compensation benefits due to his disability after he was no

                                          - 11 -
longer able to work.3                He thus argues that he falls within the

first half of subsection (b), which provides for the accrual of

benefit service for those participants who are "absen[t] without

pay from work because of injury or occupational disease received

in   the     course      of        [the       participant's]       employment    with    the

Controlled       Group    and           for    which     [the    participant]     receives

Workers' Compensation disability benefits."

             But participants who meet the condition specified in

the first half of subsection (b) are, the rest of subsection (b)

makes clear, entitled to accrue only one year of benefit service

on that basis.           And, if that one year is added to the seven

years for which Vendura provided active service to TRW and was

compensated, for which subsection (a) entitled him to accrue

seven years of benefit service, he would be entitled to only a

total of eight years of benefit service.

             Vendura          nevertheless             continues     undeterred.          He

explains that the second half of subsection (b) shows that he is

in fact entitled to the extra twelve years of benefit service

that he also contends that he accrued.                          Vendura points out that

the second half of subsection (b) provides that "service credit

shall   be    limited         to    a     maximum      of   twelve   months     unless   the

Participant has met the eligibility requirements for receiving

             3
             As defendants point out, the District Court made no
finding   on    whether  Vendura   in  fact   received  workers'
compensation benefits.
                                               - 12 -
long    term       disability         benefits         (whether     or    not        he    actually

receives such benefits)" (emphasis added).                              He also points out

that this highlighted language places no temporal limit on a

participant's right to accrue years of benefit service beyond

the    temporal      limit      on    the     participant's         eligibility            for    the

long-term      disability         benefits        themselves.             Vendura         therefore

argues       that    the       trailing      language        in     the    second          half    of

subsection (b) sets forth a separate entitlement to accrue years

of benefit service based on eligibility for long-term disability

that    is    distinct         from    the    entitlement          to     years       of    benefit

service based on receipt of workers' compensation that is set

forth in the first half of subsection (b).                                 And because his

eligibility         for    long-term        disability       benefits          did    not    expire

until February of 2013, Vendura contends that subsection (b)

entitles him to accrue years of benefit service for the whole of

that time.

                                                  B.

               The    Administrative              Committee        counters          Vendura       by

pointing out that subsection (b) is not the only subsection that

addresses      a     participant's           right      to   accrue       years       of    benefit

service on the basis of eligibility for long-term disability

benefits.       In fact, the very next provision in Section 2.2 --

subsection      (c)       --   does    so    as    well.          And    the    Administrative

Committee points to that provision -- and the sixty-month cap on

                                             - 13 -
the accrual of years of benefit service that it contains -- in

offering its competing interpretation of the trailing language

in    the   second   half   of    subsection    (b)    and   how     that   language

relates to subsection (c).

             Specifically, in its June 2013 letter to Vendura, the

Administrative Committee described its view of the relationship

between     subsections     (b)    and   (c),   and    how    they    apply    to   a

participant like Vendura, as follows:

             [I]f   a    participant    receives    workers'
             compensation    and    long-term     disability
             benefits concurrently, his benefit service
             is based on the period during which he
             received   long-term     disability    benefits
             (subject   to    the    60-month    limit   [in
             subsection (c)] described above).       In your
             case, you received long-term disability
             benefits once your leave of absence began in
             2000.      As    a   result,     any   workers'
             compensation benefits that you received
             during the same period are disregarded under
             the Plan.

Accordingly, that letter explained, Vendura was subject to the

sixty-month cap on the accrual of years of benefit service in

the    amended   subsection       (c).     And,   in    a    later    letter,    the

Administrative       Committee     elaborated     further      and    noted   that,

historically,        "[w]hen       a     participant         received       workers'

compensation and long-term disability benefits concurrently his

benefit service was always based on the period during which he

received long-term disability benefits."                    In that letter, the

Administrative Committee rejected Vendura's contrary contention

                                       - 14 -
on the ground that subsection (b) did not create a "loophole"

that would override the sixty-month cap imposed by subsection

(c).

           Thus, the Administrative Committee rejects Vendura's

view that the second half of subsection (b) confers a stand-

alone right to accrue years of benefit service for as long as a

participant is eligible for long-term disability benefits to a

participant who satisfies the condition set forth in the first

half of subsection (b).        The Administrative Committee instead

reads the second half of subsection (b) merely to set forth a

proviso   that    preserves    the     right    of     a    participant       like

Vendura -- notwithstanding that he may satisfy the condition in

the first half of subsection (b) -- to accrue years of benefit

service   in   accord   with   subsection      (c).        The   Administrative

Committee therefore concluded that the sixty-month cap applies

to Vendura, and that he is entitled to five years of benefit

service beyond the seven years that he accrued under subsection

(a), with the result that he accrued a total of only 12 years of

benefit service.

                                     C.

           The   upshot   of   these    dueling       readings    is   that    the

parties agree that subsection (b)'s twelve-month cap does not

apply to Vendura, but disagree as to whether subsection (c)'s

sixty-month cap does.      And so the decisive question on appeal:

                                  - 15 -
is the Administrative Committee's competing interpretation of

subsections (b) and (c), under which the sixty-month cap does

apply to Vendura, a reasonable one?

             "When interpreting the provisions of an ERISA benefit

plan, we use federal substantive law including the 'common-sense

canons of contract interpretation.'"                      Rodriguez-Abreu v. Chase

Manhattan Bank, N.A., 986 F.2d 580, 585 (1st Cir. 1993) (quoting

Bellino v. Schlumberger Techs., Inc., 944 F.2d 26, 29 (1st Cir.

1991)).      Here, because the NGSMSC Plan documents provide that

its provisions are to be construed in accordance with California

law,    we      also    look     to    California's        principles    of     contract

interpretation to guide our analysis.                     See Tetreault v. Reliance

Standard Life Ins. Co., 769 F.3d 49, 54 (1st Cir. 2014).

             Applying this interpretive approach, we must not view

in   isolation         the    trailing     words     in   subsection    (b)   on   which

Vendura's argument hinges.                  And when we consider the text and

structure of Section 2.2 as a whole, we find strong signals that

favor     the     Administrative           Committee's     reading.       See      Bowers

Hydraulic       Dredging       Co.    v.   United     States,   211    U.S.   176,   188

(1908) ("To separate the words [of a phrase] from all the other

provisions of the contract, in order to give them . . . meaning,

repugnant to their significance in the contract, would be to

destroy,        and     not     to    sustain       and    enforce,     the     contract

requirements."); see also Hunt v. United Bank & Trust Co., 291

                                            - 16 -
P. 184, 187 (Cal. 1930) ("[C]ontracts must be construed as a

whole . . . and the intention of the parties is to be collected

from the entire instrument and not detached portions thereof, it

being necessary to consider all of the parts to determine the

meaning of any particular part as well as of the whole.").

               First, subsection (b) addresses the accrual of years

of benefit service based on eligibility for long-term disability

benefits only in the course of setting forth an exception to a

limitation       on     the     wholly     distinct      entitlement         that    the

subsection confers -- namely, the right of a participant to

accrue    twelve        months     of      benefit      service     based     on     the

participant's absence from work due to a job-related disability

for    which     that        participant    received       workers'     compensation

benefits. But an exception to a limitation on that entitlement

is    hardly    an     obvious    place     to    locate      the   wholly    distinct

entitlement       to    accrue     years     of     benefit     service      based    on

eligibility for long-term disability benefits.                      Subsection (c),

by contrast, is quite direct in providing the entitlement to

accrue years of benefit service on that basis.                      It thus is quite

a natural place for such a stand-alone entitlement to appear.

               Second, no other provision in Section 2.2 sets forth

an    entitlement       to    accrue     years    of   benefit      service    in    the

backhanded manner posited by Vendura's reading of the last half

of    subsection       (b).      Rather,     just      like   the    first    half    of

                                         - 17 -
subsection       (b)   and   subsection     (c),   every   other     provision   in

Section 2.2 sets out the criteria for the entitlement to accrue

years of benefit service in the first sentence of the provision.4

See, e.g., Penncro Assocs., Inc. v. Sprint Spectrum, L.P., 499

F.3d   1151,      1155–56    (10th   Cir.   2007)    ("When    a    contract   uses

different        language    in   proximate    and   similar       provisions,   we

commonly understand the provisions to illuminate one another and

assume that the parties' use of different language was intended

to convey different meanings."); Taracorp, Inc. v. NL Indus.,

Inc., 73 F.3d 738, 744 (7th Cir. 1996) ("[W]hen parties to the

same contract use such different language to address parallel

issues . . . it is reasonable to infer that they intend this

language to mean different things.").

             Third, unlike the trailing language of the second half

of subsection (b), subsection (c) sets forth the kind of precise

and administrable definition of an entitlement that one would

expect a provision conferring an entitlement to provide.                         By

contrast, the trailing language in the second half of subsection

(b) does not specify the long-term disability benefits to which

it refers.         That lack of specificity is curious if the second


             4
            The one subsection that contains multiple independent
entitlements, Section 2.2(f), sets them apart with Roman
numerals. The lack of Roman numerals before the second half of
subsection (b) thus provides further evidence that the second
half of that subsection was not intended to confer an
independent entitlement.
                                      - 18 -
half of subsection (b) is intended to set forth an entitlement

to   accrue      years      of   benefit       service    on     the      basis    of     such

benefits.         By     contrast,       the     lack     of   specificity          is     not

surprising if the second half of subsection (b) merely clarifies

that    those    participants       entitled       to    accrue      twelve       months    of

benefit service based on their receipt of workman's compensation

for an on-the-job injury may also be able to claim sixty months

of benefit service pursuant to the very next subsection.                                 Thus,

the fact that subsection (c) contains a specific reference to

those "long-term disability benefits under any plan maintained

by a member of the Controlled Group," and that the trailing

language in the second half of subsection (b) does not, supports

the Administrative Committee's conclusion.

              Fourth, subsection (c), by its terms, does not purport

to set forth an entitlement to accrue years of benefit service

based    on     eligibility      for    long-term        disability        benefits       that

would     not    apply      to    Vendura.       Instead,      the     terms       of     that

subsection describe participants who may accrue years of benefit

service    based       on   their      eligibility       for   long-term          disability

benefits without regard to whether the disability arose from a

work-related       injury        and     without        regard       to     whether        the

participant       received       workers'      compensation       in      consequence       of

that injury.



                                          - 19 -
              Finally, in addition to these textual and structural

reasons for finding the Administrative Committee's reading to be

a reasonable one, there is the pre-amendment history of Section

2.2.     Prior to the amendment to subsection (c), there was no

temporal cap under subsection (c).                      Thus, the following oddity

would have arisen if the trailing language of the second half of

subsection (b) set forth a stand-alone entitlement.                           Rather than

merely     having        helpfully      clarified       the       availability     of    the

entitlement specifically provided for in subsection (c), that

portion    of      subsection     (b)    also     would    have      superfluously       set

forth that very same entitlement.                       The longstanding principle

against reading plan terms to be superfluous, therefore, points

against    investing        the   last    half     of     subsection       (b)    with   the

greater substance that Vendura contends must be attributed to

it.    Cf. Bouchard v. Crystal Coin Shop, Inc., 843 F.2d 10, 13–14

(1st Cir. 1988) ("Where the trustees of a plan . . . by their

interpretation render some provisions of the plan superfluous,

their actions may well be found to be arbitrary and capricious."

(quoting Miles v. N.Y. State Teamsters Conference Pension & Ret.

Fund   Emp.     Pension     Benefit      Plan,    698     F.2d      593,   599    (2d    Cir.

1983))).

              To    be    sure,      there   is     now       a    temporal      cap    under

subsection (c).           But, in light of the text and structure of the

two subsections that we have just reviewed, the Administrative

                                          - 20 -
Committee reasonably concluded that the imposition of the sixty-

month cap in subsection (c) did not provide -- for the first

time -- that those participants who are eligible for long-term

disability benefits and who had previously been eligible for

workers' compensation would be entitled to accrue more years of

benefit service than any other participants who were entitled to

accrue years of benefits services based on their eligibility for

long-term disability benefits.          See, e.g., Diaz v. Seafarers

Int'l Union, 13 F.3d 454, 457–58 (1st Cir. 1994) (considering

the argument that a later version of a plan document shed light

on whether an earlier version conferred the power to interpret

pension eligibility rules); Kammerer v. Motion Picture Indus.

Pension Plan, 487 F. App'x 597, 599 (2d Cir. 2012) (finding that

when the current version of a plan did not define a relevant

term, the plan administrator's use of a particular rule was

supported by that rule's consistency with at least three earlier

versions of the plan).        And so while the relevant provisions of

Section   2.2   certainly     could   have   been   clearer     --    say,   by

expressly cross-referencing subsection (c) in subsection (b) --

we   conclude    that   the     Administrative      Committee        reasonably

construed the provisions to subject Vendura to the sixty-month

cap in subsection (c).




                                  - 21 -
                                            IV.

              The final issue concerns whether Vendura is entitled

to elect a lump-sum payment of his pension benefits.                                 Under

Section 5.5 of the TRW Plan, which the NGSMSC Plan incorporates

for a participant like Vendura, a participant may elect a lump-

sum payment so long as "he files a written application therefor

while    an    Employee       still    accruing         Service     during    the    three

calendar      month    period     immediately           preceding       his   Retirement

Date."      Vendura requested a lump-sum distribution in 2013.                         As a

result, the question of whether Vendura is entitled to a lump-

sum distribution is fully answered by considering whether he was

still accruing benefit service in 2013.                          Because we hold that

the Administrative Committee reasonably determined that Vendura

was   not     accruing    years       of   benefit      service     under     either    the

settlement agreement or the Plan in 2013, in consequence of the

sixty-month      cap     in    subsection         (c)     that    the    Administrative

Committee       reasonably        construed          to     apply       to    him,      the

Administrative Committee also reasonably determined that Vendura

was not entitled to elect a lump-sum distribution at that time.

                                             V.

              For these reasons, the judgment of the District Court

is affirmed.




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