FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

METROPOLITAN LIFE INSURANCE 

COMPANY, a New York

corporation,

Plaintiff,

v.

EILEEN M. PARKER, aka Eileen

Marrero,

Defendant-Appellant, No. 03-16518

ANITA PIETROFITTA; ESTATE OF  D.C. No.

SCOTT PARKER, by and through its CV-01-00881-JAT

personal representative.

Defendants-Appellees,

and

ZACHARY DRY, a minor child by

and through his natural mother

and guardian Lisa Dry,

Defendant. 

1281
METROPOLITAN LIFE INSURANCE 

COMPANY, a New York

corporation,

Plaintiff,

v.

EILEEN M. PARKER, aka Eileen

Marrero, No. 03-16620

Defendant-Appellee,

D.C. No.

ANITA PIETROFITTA,  CV-01-00881-JAT

Defendant-Appellant,

OPINION

and

ZACHARY DRY, a minor child by

and through his natural mother

and guardian Lisa Dry; ESTATE OF

SCOTT PARKER, by and through its

personal representative.

Defendants. 

Appeal from the United States District Court

for the District of Arizona

James A. Teilborg, District Judge, Presiding

Argued and Submitted

June 15, 2005—San Francisco, California

Filed February 2, 2006

Before: Richard C. Tallman, Jay S. Bybee, and

Carlos T. Bea, Circuit Judges.

Opinion by Judge Bybee

1282 METROPOLITAN LIFE INS. v. PARKER
COUNSEL

Richard M. Waugh, Richard M. Waugh, Ltd., Phoenix, Arizona, for defendant-appellant Eileen Marrero. 

Candess J. Hunter and Isabel M. Humphrey, Phoenix, Arizona, for defendant-appellee/cross-appellant Anita Pietrofitta.

David L. Haga and Jennifer R. Houde, Gallagher & Kennedy,

P.A., Phoenix, Arizona, for defendant-appellee estate of Scott

Parker. 

Kevin J. Parker, Snell & Wilmer, Phoenix, Arizona, for

defendant-appellee Zachary Dry. 

OPINION

BYBEE, Circuit Judge: 

This is a cautionary tale for ERISA administrators. We are

met with three claimants to an ERISA-governed life insurance

policy held by the decedent, Scott Parker: Anita Pietrofitta,

his widow; Eileen Marrero, his ex-wife; and the Estate of

Scott Parker, which represents Zachary Dry, a son born to a

third woman five months after Parker died. Metropolitan Life

Insurance Company (“MetLife”) declared the policy proceeds

owing but could not identify the proper beneficiary and filed

this action in interpleader in the District of Arizona. We narrow the field from three to two and remand to the district

court for further findings of fact. 

I. BACKGROUND AND PROCEEDINGS

The Employee Retirement Income Security Act

(“ERISA”), 29 U.S.C. § 1001 et seq. governs the administration of employer-provided benefit pension plans. Congress

METROPOLITAN LIFE INS. v. PARKER 1285
passed the Act to protect the interests of the participants in

these plans and their designated beneficiaries and to provide

employers with uniform guidelines and rules regarding the

administration of benefit plans. See 29 U.S.C. §§ 1001(a)-(c),

1001b(a)-(c). The two most basic components of any ERISA

plan are the plan administrator and the plan documents. The

plan administrator is a fiduciary charged with the duty to

administer the benefit plan “in accordance with the documents

and instruments governing the plan insofar as such documents

and instruments are consistent [with ERISA].” 29 U.S.C.

§ 1104(a)(1)(D). The fiduciary is responsible for paying benefits to the “beneficiary,” who is a “person designated [1] by

a participant, or [2] by the terms of an employee benefit

plan.” 29 U.S.C. § 1002(8). 

Scott Parker worked for Bank of America and participated

in the Bank of America Group Benefits Program at the time

of his death. Through the program, Parker obtained an insurance policy from MetLife for $120,000 in basic life insurance

benefits and $337,000 in additional option benefits, for a total

life insurance coverage of $457,000. Bank of America’s plan

was subject to ERISA. 

Parker and Eileen Marrero married in 1981. In 1990, Parker

executed a will leaving his entire estate to Marrero, provided

that she survived him for longer than four months. On October 11, 1991, Marrero filed a Petition for Dissolution of Marriage in the Superior Court of Maricopa County in Arizona,

and Parker accepted service of the petition four days later.

Just two weeks later, on October 29, 1991, Parker executed a

Beneficiary Designation and Change Form to distribute his

ERISA benefits. Under the line to designate the “Primary

Beneficiary(ies),” there were five boxes to be filled in:

“Name,” “Relationship to You,” “Relationship Code,” “% of

Benefits to be Allocated,” and “Social Security Number (if

available).” The box labeled “Relationship Code” referred to

six codes listed at the bottom of the page: “SP-Spouse,” “CHChild(ren),” “PA-Parent,” “TR-Trust,” “ES-Estate,” and “OT1286 METROPOLITAN LIFE INS. v. PARKER
Other.” Parker filled in three of the five boxes. On the line for

“Name” he wrote “As Indicated in My Will.” In the space

provided under “Relationship Code” he wrote “ES” for estate.

He then allocated 100% of his benefits and left the remaining

two boxes—“Relationship to You” and “Social Security

Number”—blank. No will was attached to the beneficiary

designation form, which Bank of America accepted without

objection. 

On December 20, 1991, the State of Arizona dissolved Parker and Marrero’s marriage pursuant to her petition for dissolution. Eight years later, in 1999, Parker married Anita

Pietrofitta. Parker died on July 21, 2000, and as far as the parties can document, failed to revise or alter his 1990 will or his

1991 beneficiary designation form. 

In probate proceedings in Arizona, the Maricopa County

Superior Court ruled that the testamentary devise under Parker’s 1990 will was revoked by operation of Arizona’s

divorce revocation statute, ARIZ. REV. STAT. § 14-2804. The

court then found that, there being no will, Parker died intestate. The court awarded Parker’s estate to Pietrofitta. See

ARIZ. REV. STAT. § 14-2102(1). A wrinkle appeared when Parker’s son from a different relationship was born on December

6, 2000, more than five months after Parker’s death. The court

amended the order of intestacy and declared Zachary Dry, the

recently born son, an heir of Parker’s and entitled to one-half

of Parker’s separate property and all of Parker’s undivided

one-half community property share. 

Although the record is silent on this point, it appears that

the ERISA plan administrators at Bank of America had no

clue how to distribute Parker’s insurance proceeds. MetLife

filed this interpleader action in the District of Arizona to

determine the proper beneficiary of Parker’s life insurance

benefits. It named Pietrofitta, Marrero, Dry and other potential claimants as defendants. The district court dismissed

MetLife from the action and awarded MetLife attorneys’ fees.

METROPOLITAN LIFE INS. v. PARKER 1287
Three parties filed summary judgment motions, none of

whom disputed the underlying facts of the litigation. The parties disagreed as a matter of law as to whether the plan benefits should be paid to: (1) Marrero under the testamentary

devise in Parker’s will pursuant to his designation that benefits be paid “As Indicated [by his] Will”; (2) Parker’s Estate

as indicated by his designation of “ES” or “Estate” under the

“Relationship Code” box on the beneficiary designation form;

or (3) Pietrofitta as Parker’s surviving wife in accordance

with the default plan documents. 

The district court held that, although Parker wrote “As Indicated in My Will” as the name of the only beneficiary on the

beneficiary designation form, that designation is not a person

under ERISA because it does not designate an “individual” or

one of the statutorily defined beneficiaries in 29 U.S.C.

§§ 1002(8)-(9). Since Parker had written “ES” in the “Relationship Code” portion of the beneficiary designation form,

however, the district court found that the designation of his

estate was consistent with Parker’s designation of “As Indicated in My Will.” Accordingly, the district court found that

“Parker designated his Estate as the beneficiary of the [plan]

benefits.” The district court also noted that its “finding [was]

consistent with ERISA policies because the plan administrator

would have to look only at the plan documents—not the Will

or state law—in paying the Policy benefits to the designated

beneficiary.” 

Both Marrero and Pietrofitta appeal the decision of the district court. 

II. JURISDICTION AND STANDARD OF REVIEW

The district court had jurisdiction pursuant to the interpleader statute, 28 U.S.C. § 1335; State Farm Fire & Cas. Co.

v. Tashire, 386 U.S. 523, 535 (1967), and the presence of a

federal question, 28 U.S.C. § 1331. We have jurisdiction to

review final district court orders, including the denial of Mar1288 METROPOLITAN LIFE INS. v. PARKER
rero’s and Pietrofitta’s Motions for Summary Judgment, and

the grant of the Estate’s Motion for Summary Judgment. See

28 U.S.C. § 1291; Bosley Med. Inst., Inc. v. Kremer, 403 F.3d

672, 675-76 (9th Cir. 2005). 

We review de novo an order granting summary judgment.

Ellison v. Robertson, 357 F.3d 1072, 1075 (9th Cir. 2004).

We also review de novo the district court’s interpretation of

an ERISA insurance policy’s language. Shaver v. Operating

Eng’rs Local 428 Pension Trust Fund, 332 F.3d 1198, 1201

(9th Cir. 2003); Cisneros v. UNUM Life Ins. Co., 134 F.3d

939, 942 (9th Cir. 1998). We review the district court’s findings of fact for clear error. Mont. Right to Life Ass’n v. Eddleman, 343 F.3d 1085, 1090 (9th Cir. 2003). 

III. ANALYSIS

[1] We are asked to determine the proper beneficiary of

Parker’s benefit plan. Under ERISA, a beneficiary is determined in one of two ways: it is designated by the participant

or by the terms of an employee benefit plan. The facts of this

case involve the unfortunate situation where neither the participant, nor the beneficiary designation form clearly designate the beneficiary. Our task is further complicated by

ERISA’s silence on how ERISA plan administrators are to

determine the proper designee in situations where they are

presented with conflicting or ambiguous designations. While

ERISA does not specifically address these situations, there are

general provisions and directives that guide us in our resolution of the issue. 

[2] As in any determination of the award of benefits under

any ERISA plan, we begin with an examination of the governing plan documents. ERISA requires a benefit plan to

“specify the basis on which payments are made to and from

the plan.” 29 U.S.C. § 1102(b)(4). It requires the fiduciary to

administer the plan “in accordance with the documents and

instruments governing the plan,” 29 U.S.C. § 1104(a)(1)(D),

METROPOLITAN LIFE INS. v. PARKER 1289
and to make payments to a “beneficiary designated by a participant, or by the terms of a plan,” 29 U.S.C. § 1002(8). A

“beneficiary” is defined as “a person designated by a participant, or by the terms of an employee benefit plan, who is or

may become entitled to a benefit thereunder.” 29 U.S.C.

§ 1002(8) (emphasis added). “Person” is subsequently defined

as “an individual, partnership, joint venture, corporation,

mutual company, joint-stock company, trust, estate, unincorporated organization, association, or employee organization.”

29 U.S.C. § 1002(9). 

Beyond ERISA’s general requirement that a fiduciary

administer the plan in accordance with the plan documents, 29

U.S.C. § 1104(a)(D)(1), we have little to guide us in this particular case. We have had this matter thrust upon us through

the device of interpleader precisely because the plan fiduciaries do not know how to distribute the proceeds from Parker’s insurance policy. We take, then, as our task to

determine, first, whether Parker made an unambiguous designation of a beneficiary and, second, if he did not, whether the

plan documents provide a default beneficiary. See 29 U.S.C.

§ 1002(8). 

We thus turn to Parker’s beneficiary designation form,

most of which Parker failed to complete. There are two items

on the form relevant to the disposition of this case: Parker

listed “ES” (code for “Estate”) in the “Relationship Code”

box, and in the box directly to the right, entitled “Name,” Parker listed “As Indicated in My Will.” We must determine

whether one, neither, or the two designations read together

establish a beneficiary cognizable under ERISA. 

[3] First, Parker’s designation of “ES” in the “Relationship

Code” box is not a valid designation. The district court concluded that the designation was valid because an estate is a

valid “person” for purposes of determining a beneficiary

under sections 1002(8) and (9). By themselves, however, the

relationship codes do not identify a beneficiary; rather, they

1290 METROPOLITAN LIFE INS. v. PARKER
identify categories of persons or entities who might be beneficiaries. The relationship codes describe the relationship of the

named beneficiary to the plan participant and serve to classify

or clarify the named beneficiary.1 While an estate is a “person” under section 1002(9), and consequently can be a beneficiary under section 1002(8), the relationship code “Estate” is

capable of representing a number of things and cannot, by

itself, unambiguously designate a beneficiary. See BLACK’S

LAW DICTIONARY 586-89 (8th ed. 2004) (discussing a variety

of meanings.). Thus, for reasons that will become clear in this

case, it is not clear that the relationship code “Estate” refers

to the same thing as “estate” in 29 U.S.C. § 1002(9). Consequently, we disagree with the district court’s conclusion that

the relationship code “ES” designated a valid beneficiary. 

[4] Second, Parker’s reference to “As Indicated In My

Will” does not designate a legally valid beneficiary because

it is ambiguous. We simply cannot determine Parker’s

intended beneficiary from these words. It is impossible to tell,

for example, whether Parker intended that the beneficiaries

identified in the will receive his benefit proceeds only if the

will was held valid in probate or whether he intended the proceeds to reach the beneficiaries irrespective of the will’s

validity. This case illustrates the problem perfectly. Although

Pietrofitta claims that there is a second will, only one will has

been discovered. Under the 1990 will, Marrero would be the

beneficiary of the proceeds. But under Arizona law, that will

is invalid, and the Arizona courts have declared Parker intestate. By simply referring to his will—without referring to the

date of the will, attaching a copy, or otherwise identifying the

document—Parker left us to muse over whether he wanted his

beneficiaries to take the proceeds under a document called a

“will” or under his will, as provided by law. The answers to

these questions point us in contrary directions. 

1The relationship codes may be very useful. If, for example, a plan participant named “Mary Smith” as his beneficiary, the code might clarify

whether Mary Smith was the participant’s wife (“SP” for spouse) or his

mother (“PA” for parent). 

METROPOLITAN LIFE INS. v. PARKER 1291
[5] The district court determined that, by referring to his

“will,” Parker had not referred to a “person” recognized under

29 U.S.C. §§ 1002(8), (9). Although we agree with the district

court that the words “As Indicated in My Will” do not literally refer to a “person” under ERISA, we think the district

court’s analysis was too narrow. ERISA is silent on the manner in which the designation of a beneficiary is made. Consequently, such determinations are left by the governing terms

of the benefit plan. We see nothing in ERISA that precludes

incorporation by reference, so that a plan participant could,

for example, designate his beneficiaries by referring to a list,

even though “list” is not a “person” defined in section 1002(9).2

We conclude that Parker’s attempted incorporation fails not

because incorporation by reference is, per se, inconsistent

with ERISA, but because the reference does not clearly identify the beneficiaries. We therefore agree with the district

court’s conclusion that the designation “As Indicated in My

Will” is ineffective; however, we do so on different grounds.

[6] Considering the phrase “As Indicated in My Will”

together with relationship code “ES” only adds to the confusion. An estate may, of course, pass through a valid will.

Since Parker’s will is not valid, however, his estate will pass

through Arizona’s intestate succession laws, and not through

his will. We cannot give effect to both of Parker’s instructions

because the proceeds pass to one party under the will and a

different set of parties under his estate. 

The Supreme Court’s decision in Egelhoff v. Egelhoff, 532

U.S. 141 (2001), does not affect our analysis. In Egelhoff,

David Egelhoff, the plan participant, designated his then-wife

2Here, however, is one lesson of our cautionary tale: plan administrators

disserve both plan participants and beneficiaries when they accept a beneficiary designation that does not unambiguously identify the beneficiaries.

If plan administrators will accept a designation by reference, they would

be well advised to require that plan participants either attach the documents referred to or otherwise clearly identify where they may be found.

1292 METROPOLITAN LIFE INS. v. PARKER
Donna, as his beneficiary. Shortly after they were divorced,

David died in a car accident. David’s children from a prior

marriage argued that, by virtue of the divorce, Donna was disqualified by Washington law from receiving the proceeds.

The Court ruled that ERISA preempted the Washington statute and that state law cannot “bind[ ] ERISA plan administrators to a particular choice of rules for determining beneficiary

status.” Id. at 147. The Court emphasized that national uniformity was ensured by “ERISA’s commands that a plan shall

‘specify the basis on which payments are made to and from

the plan,’ § 1102(b)(4).” Id.; see also Branco v. UFCW-N.

Cal. Employers Joint Pension Plan, 279 F.3d 1154 (9th Cir.

2002) (holding that ERISA preempted a state court order

awarding spousal interest in an employee’s pension proceeds).

Nothing that we have said here is contrary to Egelhoff. We

have referred to Arizona probate proceedings to make clear

how Parker’s reference to his “will” and his relationship code,

“ES,” led to contradictory conclusions. We have held only

that we cannot determine whether Parker intended to give

effect to Arizona’s laws when he designated his beneficiary

by incorporating by reference his will. Unlike the Washington

law at issue in Egelhoff, Arizona has not forced the hand of

plan administrators or this court; no Arizona law precludes

the administrator of this benefit plan from determining the

proper beneficiary. See Egelhoff, 532 U.S. at 148; Liberty Life

Assurance Co. v. Kennedy, 358 F.3d 1295, 1300 (11th Cir.

2004) (permitting beneficiaries to be designated through a

will); id. (“Insurers who offer employee benefit plans under

ERISA are free to allow policyholders to change beneficiaries

through more than a single means and, so long as the policyholders are informed of the means and the plan administrator

complies with its fiduciary obligations, ERISA is not implicated.”). 

[7] Overall, we are presented with a situation where Parker

has made an invalid beneficiary designation on his beneficiary

designation form. His attempted designation, therefore, fails.

METROPOLITAN LIFE INS. v. PARKER 1293
When a plan participant fails to identify a beneficiary, we

must turn to the governing plan documents to ascertain the

default beneficiary. See 29 U.S.C. § 1002(8) (“ ‘[B]eneficiary’ means a person designated by a participant, or by the

terms of an employee benefit plan.”). Here, however, the parties dispute which of two plans found in the record was in

effect at the time of Parker’s death. Pietrofitta argues that a

Boatmen’s Bancshares, Inc. policy was in effect at the time of

Parker’s death, and that it makes the decedent’s spouse the

default beneficiary.3 In contrast, the Estate argues that a Bank

of America plan was in effect at the time of Parker’s death,

and that it establishes the decedent’s estate as the default beneficiary.4

 Although the parties advanced these arguments in their

opening summary judgment pleadings and at the motions

hearing before the district court, the district court did not

make a finding of fact as to which plan was in effect at the

time of Parker’s death.5 The court referred to the Bank of

America plan in its general order, but because of its disposition, never reached the question of which plan governed for

purposes of determining a default beneficiary. We cannot tell

from the two plan documents in the record their effective

dates or how, if at all, they govern Parker’s designation. We

therefore remand to the district court to make a factual finding

3That policy reads: “If no beneficiary is named or no beneficiary survives the insured individual, proceeds shall be payable in the following

order to: 1) the spouse, if living . . . .” 

4The Bank of America employee handbook provides: “If you die and no

beneficiary designation is in effect as to any part of the insurance, or if

there is no designated beneficiary then living with respect to any part of

the insurance, the insurance company may, at its option, pay such part to

your estate.” 

5At oral argument, counsel for Pietrofitta argued, and counsel for the

Estate seemed to concede, that the Estate did not argue below that the

Bank of America plan governed and that the argument has been waived.

The Estate plainly attached a copy of the Bank of America handbook to

its first summary judgment pleading. Documents from both the Boatmen’s

plan and the Bank of America plan are in the record before us. Moreover,

counsel for the Estate at the district court’s motions hearing argued that

the Bank of America plan governed. The argument has not been waived.

1294 METROPOLITAN LIFE INS. v. PARKER
as to which plan governed at the time of Parker’s death and

to determine the default beneficiary. 

IV. CONCLUSION

The judgment is reversed, and we remand for further proceedings, consistent with this opinion. Each party to this

appeal shall bear its own costs. 

REVERSED and REMANDED. 

METROPOLITAN LIFE INS. v. PARKER 1295