No. 99-1529 

In the Supreme Court of the United States 

DONNA RAE EGELHOFF, PETITIONER 

v. 
SAMANTHA EGELHOFF, A MINOR, BY AND THROUGH 
HER NATURAL PARENT KATE BREINER, 

AND DAVID EGELHOFF 

ON WRIT OF CERTIORARI 
TO THE SUPREME COURT OF WASHINGTON 

BRIEF FOR THE UNITED STATES AS 
AMICUS CURIAE SUPPORTING PETITIONER 

HENRY L. SOLANO 

Solicitor of Labor 

NATHANIEL I. SPILLER 

Deputy Associate Solicitor 

ELIZABETH HOPKINS 

Attorney 
Department of Labor 
Washington, D.C. 20210 
SETH P. WAXMAN 

Solicitor General 

Counsel of Record 

DAVID W. OGDEN 

Assistant Attorney General 

EDWIN S. KNEEDLER 

Deputy Solicitor General 

BARBARA MCDOWELL 

Assistant to the Solicitor 

General 

Department of Justice 
Washington, D.C. 20530-0001 
(202) 514–2217 

QUESTION PRESENTED 

Whether the Employee Retirement Income Security Act 
of 1974 (ERISA), 29 U.S.C. 1001 et seq., preempts a state law 
that purports to revoke the designation of beneficiary made 
pursuant to the terms of an ERISA plan. 

(I) 

TABLE OF CONTENTS 

Page 

Interest of the United States ...................................................... 
1 

Statement ........................................................................................ 2 

Summary of argument .................................................................. 
5 

Argument: 

ERISA preempts state law disallowing the distribu- 
tion of pension and welfare benefits to the bene- 
ficiary who has been properly designated under 

the terms of an ERISA plan ............................................... 

8 

I. The Washington statute, as a state law that 

“relate[s] to” employee benefit plans governed 

by ERISA, is preempted under Section 514(a) ......... 

11 

II. The Washington statute is also preempted be- 
cause it conflicts with provisions of ERISA and 

operates to frustrate the objects of ERISA .............. 

19 

Conclusion ....................................................................................... 30 

TABLE OF AUTHORITIES 

Cases: 

Alessi v. Raybestos-Manhattan, Inc., 451 U.S. 

504 (1981) ................................................................................. 

9, 19 

Arkansas La. Gas Co. v. Hall, 453 U.S. 571 

(1981) ...................................................................................... 

22, 25 

Boggs v. Boggs, 520 U.S. 833 (1997) ............................... 

passim 

Brandon v. Travelers Ins. Co., 18 F.3d 1321 (5th 

Cir. 1994), cert. denied, 513 U.S. 1081 (1995) ................... 

27-28 

California Div. of Labor Standards Enforcement 

v. Dillingham Constr., N.A., Inc., 519 U.S. 316 

(1997) ..................................................................... 

4, 9, 11, 17, 18 

Central States S.E. & S.W. Areas Pension Fund 

v. Central Transp., Inc., 472 U.S. 559 (1985) ................. 

20 

Curtiss-Wright Corp. v. Schoonejongen, 514 U.S. 

73 (1995) ................................................................................... 21, 22 

(III) 

IV 

Cases—Continued: Page 

De Buono v. NYSA-ILA Med. & Clinical Servs. 

Fund, 520 U.S. 806 (1997) ................................................... 

12, 18 

District of Columbia v. Greater Washington Bd. of 

Trade, 506 U.S. 125 (1992) .................................................. 

11 

Emard v. Hughes Aircraft Co., 153 F.3d 949 (9th 

Cir. 1998), cert. denied, 525 U.S. 1122 (1999) ................... 

4 

Equitable Life Assurance Soc’y of the United States 

v. Crysler, 66 F.3d 944 (8th Cir. 1995) ............................. 

27 

FMC Corp. v. Holliday, 498 U.S. 52 (1990) ............ 

10, 11, 18 

Fox Valley & Vicinity Constr. Workers Pension 

Fund v. Brown, 897 F.2d 275 (7th Cir.), cert. 

denied, 498 U.S. 820 (1990) ................................... 

21, 23, 28 

Gade v. National Solid Wastes Management Ass’n, 

505 U.S. 88 (1992) ................................................................... 

10 

Guidry v. Sheet Metal Workers Nat’l Pension 

Fund, 493 U.S. 365 (1990) ................................................... 

24, 28 

Harris Trust & Sav. Bank v. Salomon Smith 

Barney, Inc., 120 S. Ct. 2180 (2000) .................................. 

29 

Hook v. Morrison Milling Co., 38 F.3d 776 (5th 

Cir. 1994) ................................................................................. 

23 

Ingersoll-Rand Co. v. McClendon, 498 U.S. 133 

(1990) .................................................................................... 

8, 9, 10 

Krishna v. Colgate Palmolive Co., 7 F.3d 11 (2d Cir. 

1993) ......................................................................................... 28 

MacAnally v. Levin, No. 99CA0120, 2000 WL 328723 

(Colo. Ct. App. Mar. 30, 2000) .............................................. 

27 

Mackey v. Lanier Collection Agency & Serv., 486 

U.S. 825 (1988) .............................................................. 

12, 17, 18 

McMillan v. Parrott, 913 F.2d 310 (6th Cir. 

1990) ......................................................................................... 22 

Metropolitan Life Ins. Co. v. Massachusetts, 471 

U.S. 724 (1985) ........................................................................ 

10 

Metropolitan Life Ins. Co. v. Pettit, 164 F.3d 857 

(4th Cir. 1998) ................................................ 17, 22, 27, 28, 29 

V 

Cases—Continued: Page 

Metropolitan Life Ins. Co. v. Pressley, 82 F.3d 

126 (6th Cir. 1996), cert. denied, 520 U.S. 1263 

(1997) ...................................................................................... 

27, 28 

New Orleans Elec. Pension Fund v. DeRocha, 779 

F. Supp. 845 (E.D. La. 1991) ................................................ 

30 

New York State Conference of Blue Cross & Blue 

Shield Plans v. Travelers Ins. Co., 514 U.S. 645 

(1995) ....................................................................... 

4, 7, 9, 10, 11, 

12, 18, 19 

Prudential Life Ins. Co. v. Tull, 690 F.2d 848 (4th 
Cir. 1982) ................................................................................. 

29 

Ridgway v. Ridgway, 454 U.S. 46 (1981) ........................... 

30 

Shaw v. Delta Air Lines, Inc., 463 U.S. 85 

(1983) .................................................................................... 

8, 9, 19 

UNUM Life Ins. Co. of Am. v. Ward, 526 U.S. 

358 (1999) ................................................................................. 

8, 19 

Variety Corp. v. Howe, 516 U.S. 489 (1996) .................... 

20, 22 

Statutes and regulations: 

Employee Retirement Income Security Act of 1974, 

29 U.S.C. 1001 et seq. ............................................................. 

1 

29 U.S.C. 1001(b) ............................................................... 

6, 13 

29 U.S.C. 1002(7) ............................................................... 

14 

29 U.S.C. 1002(8) ...................................... 

6, 7, 14, 16, 20, 28 

29 U.S.C. 1002(13) ............................................................. 

1 

29 U.S.C. 1024(b) ............................................................... 

21 

29 U.S.C. 1055 .................................................................... 

26 

29 U.S.C. 1055(a) ............................................................... 

16 

29 U.S.C. 1055(c)(2) .......................................................... 

16 

29 U.S.C. 1056(d) ............................................................... 
28 

29 U.S.C. 1056(d)(1) ................................. 
5, 7, 11, 20, 24, 28 

29 U.S.C. 1056(d)(2) .......................................................... 
24 

29 U.S.C. 1056(d)(3) .......................................................... 
15 

29 U.S.C. 1056(d)(3)(A) .................................................... 
24 

29 U.S.C. 1056(d)(3)(B)(i)(I) ............................................ 
15 

29 U.S.C. 1056(d)(3)(B)(i)(II) .......................................... 15 

VI 

Statutes and regulations—Continued: 
Page 

29 U.S.C. 1056(d)(3)(B)(ii) ............................................... 
15 

29 U.S.C. 1056(d)(3)(G) .................................................... 
16 

29 U.S.C. 1056(d)(3)(H) .................................................... 
16 

29 U.S.C. 1056(d)(3)(J) ..................................................... 
15 

29 U.S.C. 1056(d)(3)(K) .................................................... 
15 

29 U.S.C. 1104(a)(1) ........................................................ 
13, 27 

29 U.S.C. 1104(a)(1)(A) .................................................... 
6, 13 

29 U.S.C. 1104(a)(1)(D) ...................... 
6, 7, 10-11, 16, 20, 28 

29 U.S.C. 1132(a)(1)-(3) .................................................... 
23 

29 U.S.C. 1136(b) ............................................................... 
1 

29 U.S.C. 1144(a) ............................................................... 
4, 6 

29 U.S.C. 1144(b)(2(A) ...................................................... 
8 

29 U.S.C. 1144(b)(7) (1994 & Supp. IV 1998) ............... 
16 

29 U.S.C. 1169(a) (1994 & Supp. IV 1998) .................. 
15, 28 

29 U.S.C. 1169(a)(5) .......................................................... 
15-16 

29 U.S.C. 1169(a)(7) .......................................................... 
15 

Wash. Rev. Code Ann. (West 1998): 
§ 11.07.010 .......................................................................... 
passim 

§ 11.07.010(1) .......................................................................... 
3 

§ 11.07.010(2) .......................................................................... 
18 

§ 11.07.010(2)(a) ........................................................... 
3, 6, 24, 25 

§ 11.07.010(2)(b)(ii) ................................................................ 
25 

§ 11.07.010(3)(a) .................................................................. 
23, 25 

§ 11.07.010(5)(a) ................................................................ 
3, 6, 17 

26 C.F.R. 1.40(a)-13(c)(1)(ii) .................................................... 
25 

29 C.F.R. Pt. 2520, Subpt. B ................................................... 
21 

Miscellaneous: 

H.R. Rep. No. 533, 93d Cong., 1st Sess. (1973) ................... 

14 

120 Cong. Rec. (1974): 

p. 29,197 ................................................................................... 

9 

p. 29,933 ................................................................................... 
9 

p. 29,942 ................................................................................... 
9 

Priv. Ltr. Rul. 89-08-063 (Feb. 24, 1989) .............................. 29 

In the Supreme Court of the United States 

NO. 99-1529 

DONNA RAE EGELHOFF, PETITIONER 

v. 
SAMANTHA EGELHOFF, A MINOR, BY AND THROUGH 
HER NATURAL PARENT KATE BREINER, 

AND DAVID EGELHOFF 

ON WRIT OF CERTIORARI 
TO THE SUPREME COURT OF WASHINGTON 

BRIEF FOR THE UNITED STATES AS 
AMICUS CURIAE SUPPORTING PETITIONER 

INTEREST OF THE UNITED STATES 

This case presents the question whether the Employee 
Retirement Income Security Act of 1974 (ERISA or the 
Act), 29 U.S.C. 1001 et seq., preempts a state law that pur- 
ports to revoke a beneficiary designation made, in 
accordance with the terms of an ERISA-governed employee 
benefit plan, by a participant in that plan. The Secretary of 
Labor has primary rulemaking and enforcement authority 
under Title I of ERISA, see 29 U.S.C. 1002(13), 1136(b), and 
therefore has a strong interest in ensuring that preemption 
principles are properly applied by the courts to ensure a 
nationally uniform system of plan administration. 

(1) 

2 

STATEMENT 

1. Petitioner, Donna Rae Egelhoff, was the second wife of 
David Egelhoff. During their marriage, David Egelhoff 
designated petitioner as beneficiary under a life insurance 
plan and a pension plan, both of which were sponsored by his 
employer, The Boeing Company, and governed by ERISA. 
Pet. App. 1a-3a, 30a. 

Petitioner and David Egelhoff subsequently divorced. 
Pursuant to a document incorporated into the decree of 
dissolution, entered April 22, 1994, David Egelhoff was 
granted “100% of his Boeing retirement 401K and IRA.” No 
mention was made in the document of David Egelhoff’s life 
insurance policy. Pet. App. 3a, 30a. 

On July 8, 1994, David Egelhoff died intestate, following 
an automobile accident. At that time, petitioner remained 
the beneficiary of record under both David Egelhoff’s life 
insurance policy and his pension plan. The life insurance 
proceeds, totaling $46,000, were paid to her. Pet. App. 4a, 
30a. 

2. a. 

Respondents, who are David Egelhoff’s children by 

his first marriage and his statutory heirs under state law, 
filed a conversion action against petitioner, seeking to 
recover the life insurance proceeds. They contended that 
their father’s designation of petitioner as beneficiary under 
the life insurance policy was “revoked,” by operation of state 
law, upon petitioner’s divorce from Egelhoff. Pet. App. 4a- 
5a. 

Respondents relied on Section 11.07.010 of the Wash- 
ington Revised Code Annotated, which provides, in perti- 
nent part: 

If a marriage is dissolved or invalidated, a provision 
made prior to that event that relates to the payment or 
transfer at death of the decedent’s interest in a non- 
probate asset in favor of or granting an interest or power 

3 

to the decedent’s former spouse is revoked. A provision 
affected by this section must be interpreted, and the 
nonprobate asset affected passes, as if the former spouse 
failed to survive the decedent, having died at the time of 
entry of the decree of dissolution or declaration of 
invalidity. 

Wash. Rev. Code Ann. § 11.07.010(2)(a) (West 1998). The 
statute applies to “all nonprobate assets, wherever situated, 
held at the time of entry by a superior court of this state of a 
decree of dissolution of marriage.” Id. § 11.07.010(1). The 
statute defines the term “nonprobate assets” to include “a 
payable-on-death provision of a life insurance policy, 
employee benefit plan, annuity or similar contract, or 
individual retirement account.” Id. § 11.07.010(5)(a). 

b. Respondents separately brought suit against peti- 
tioner for the pension benefits, claiming that, under the 
property settlement incorporated into the divorce decree, 
petitioner had waived any right to those benefits. They 
further claimed that, in the event of such a waiver by David 
Egelhoff’s only designated beneficiary, they became the 
beneficiaries under the terms of the plan. Pet. App. 6a, 30a- 
31a. 

c. The state trial courts granted summary judgment in 
favor of petitioner in both cases. The courts concluded that 
the pension and insurance benefits “should be administered 
in accordance with” ERISA. Pet. App. 45a-48a. 

3. The state court of appeals consolidated the cases and 
then reversed. Pet. App. 29a-44a. The court held that 
respondents, as their father’s statutory heirs, were entitled 
under Section 11.07.010 to the life insurance proceeds and 
the pension benefits. Id. at 35a. The court rejected the trial 
courts’ conclusion that ERISA preempts the application of 
Section 11.07.010 to alter the designation of beneficiaries 
under an employee benefit plan covered by ERISA, relying 

4 

on the Ninth Circuit’s decision in Emard v. Hughes Aircraft 
Co., 153 F.3d 949 (1998), cert. denied, 525 U.S. 1122 (1999), 
upholding the use of state law to alter such a designation. 
Pet. App. 35a-42a.1 

4. The Washington Supreme Court affirmed. Pet. App. 
1a-27a. 

a. The state supreme court recognized that “ERISA 
contains a broad preemption provision that supersedes state 
laws that ‘relate to’ employee benefit plans,” and that this 
Court has traditionally accorded the provision an “expansive 
interpretation.” Pet. App. 10a (citing 29 U.S.C. 1144(a)), 12a. 
But the court read three of this Court’s recent ERISA 
preemption decisions, beginning with New York State 
Conference of Blue Cross & Blue Shield Plans v. Travelers 
Insurance Co., 514 U.S. 645 (1995), as “signal[ing] a signi- 
ficant retreat” from that earlier approach. Pet. App. 12a. 
The court also acknowledged, however, that the preemption 
provision continues after Travelers to invalidate those state 
laws that either “refer[] to” or have a “connection with” 
ERISA plans. Id. at 19a. 

First, the state supreme court held that Section 11.07.010, 
although expressly referring to benefits payable under, inter 
alia, “employee benefit plan[s],” does not “refer to” ERISA 
plans to an extent that requires preemption. Pet. App. 19a- 
20a. The court, invoking this Court’s discussion of the 
“reference to” prong of ERISA preemption analysis in 
California Division of Labor Standards Enforcement v. 
Dillingham Construction, N.A., Inc., 519 U.S. 316 (1997), 
stated that Section 11.07.010 “does not apply immediately 

1 The court of appeals found it unnecessary to address respondents’ 
alternative argument that, under the property settlement incorporated 
into the divorce decree, petitioner “waived” her rights to the pension pro- 
ceeds. Pet. App. 31a-32a n.7. The Washington Supreme Court likewise 
did not address the “waiver” issue. Id. at 27a. 

5 

and exclusively to an ERISA plan, nor is the existence of 
such a plan essential to operation of the statute.” Pet. App. 
20a. 

Second, the state supreme court held that Section 

11.07.010 does not have a sufficient “connection with” 
ERISA plans to require preemption. Pet. App. 20a. The 
court noted that a state law “[g]enerally” has a prohibited 
“connection with” an ERISA plan if it “mandates plan 
benefit structures or some aspect of their administration.” 
Ibid. But the court reasoned that “the mere fact that 
[Section 11.07.010] may operate upon the beneficiary 
designation in an ERISA plan” is not sufficient to bring it 
within that category. Id. at 21a. The court viewed Section 

11.07.010 as merely triggering the plan’s own default pro- 
visions under the “legal fiction that the former spouse did 
not survive the decedent,” and thus as not “alter[ing] the 
nature of the plan itself, the administrator’s fiduciary duties, 
or the requirements for plan administration.” Ibid. (internal 
quotation marks and brackets omitted). 

b. The state supreme court then turned to the issue of 
conflict preemption. The court held that Section 11.07.010 
does not conflict with ERISA’s anti-alienation provision, 29 
U.S.C. 1056(d)(1), which states that “[e]ach pension plan 
shall provide that benefits provided under the plan may not 
be assigned or alienated.” Pet. App. 23a. The court rea- 
soned that the state statute “does not operate to divert 
benefit plan proceeds from distribution under terms of the 
plan documents,” but merely alters “the underlying circum- 
stances to which the distribution scheme of [the] plan must 
be applied.” Id. at 25a- 26a. 

SUMMARY OF ARGUMENT 

The state statute at issue in this case, Section 11.07.010 of 
the Washington Revised Code Annotated, is preempted in 
its application to employee benefit plans governed by 

6 

ERISA. Section 11.07.010, as a state law that “relate[s] to 
any employee benefit plan,” is expressly preempted under 
Section 514(a) of ERISA, 29 U.S.C. 1144(a). In addition, 
Section 11.07.010 squarely conflicts with several substantive 
provisions of ERISA, and thus is preempted under ordinary 
conflict preemption principles. 

A. Section 11.07.010 “relate[s] to” ERISA plans, within 
the meaning of Section 514(a), by regulating an area of core 
concern under ERISA, the designation of beneficiaries and 
payment of benefits under ERISA plans. The state statute 
directly, indeed expressly, addresses who is to receive bene- 
fits under “[a] payable-on-death provision of a[n] * * * em- 
ployee benefit plan.” Wash. Rev. Code Ann. § 11.07.010(5)(a) 
(West 1998). The statute “revokes” a participant’s designa- 
tion of his or her spouse as a beneficiary under the plan if the 
participant and the spouse divorce after the designation is 
made. Id. § 11.07.010(2)(a). The statute thus dictates who is, 
and who is not, entitled to benefits under an ERISA plan. 

Congress did not intend to leave such central questions in 
the administration of ERISA plans for resolution under 
state law. To the contrary, Congress sought to establish 
uniform “standards of conduct, responsibility, and obligation 
for fiduciaries of employee benefit plans,” by, inter alia, 
directing that fiduciaries act “in accordance with the docu- 
ments and instruments governing the plan insofar as such 
documents and instruments are consistent with [ERISA].” 
29 U.S.C. 1001(b); 29 U.S.C. 1104(a)(1)(D). Congress also 
directed that fiduciaries administer such plans “for the 
exclusive purpose of * * * providing benefits to partici- 
pants and their beneficiaries,” defining the latter as those 
persons “designated by a participant, or by the terms of an 
employee benefit plan,” to receive benefits. 29 U.S.C. 
1104(a)(1)(A); 29 U.S.C. 1002(8). Congress thus intended 
that fiduciaries, in determining who is entitled to benefits 
under an ERISA plan, look only to ERISA itself, the 

7 

governing plan documents, and the participant’s beneficiary 
designation, and not to state law. 

Clearly, then, those areas in which Congress sought “to 
avoid a multiplicity of regulations in order to permit the 
nationally uniform administration of employee benefit 
plans,” New York State Conference of Blue Cross & Blue 
Shield Plans v. Travelers Ins. Co., 514 U.S. 645, 658 (1995), 
include the designation of beneficiaries and the payment of 
benefits under such plans. State laws, such as Section 

11.07.010, that purport to regulate in those areas are ex- 
pressly preempted under Section 514(a) of ERISA. 

B. In addition, Section 11.07.010 is preempted in its 
application to ERISA plans because it “conflicts with the 
provisions of ERISA” and “operates to frustrate its objects.” 
Boggs v. Boggs, 520 U.S. 833, 841 (1997). As noted above, 
ERISA requires that employee benefit plans be admini- 
stered “in accordance with the documents and instruments 
governing the plan,” 29 U.S.C. 1104(a)(1)(D), and specifically 
defines beneficiaries as those “designated by a participant, 
or by the terms of an employee benefit plan,” 29 U.S.C. 
1002(8). Those provisions require that benefits be paid to 
the person designated under the terms of the plan. Section 

11.07.010, by contrast, requires that the benefits be paid to 
somebody else. And, in so doing, Section 11.07.010 under- 
mines Congress’s intent that employee benefit plans be 
uniform in their administration and simple in their applica- 
tion, so that participants, beneficiaries, and administrators 
are able to understand their rights and responsibilities with 
certainty. 

Section 11.07.010 also conflicts with yet another provision 
of ERISA, 29 U.S.C. 1056(d)(1), which prohibits pension plan 
benefits from being “assigned or alienated,” and thus from 
being diverted to purposes other than providing for partici- 
pants and their designated beneficiaries. Section 11.07.010 
extinguishes a designated beneficiary’s right to pension 

8 

benefits and, in effect, “assigns” and “alienates” those bene- 
fits to another person. Accordingly, to the extent that Sec- 
tion 11.07.010 applies to ERISA pension plans, it is pre- 
empted for this additional reason. 

ARGUMENT 

ERISA PREEMPTS STATE LAW DISALLOWING THE 

DISTRIBUTION OF PENSION AND WELFARE BENE- 
FITS TO THE BENEFICIARY WHO HAS BEEN PRO- 
PERLY DESIGNATED UNDER THE TERMS OF AN 
ERISA PLAN 

ERISA is a “comprehensive statute designed to promote 
the interests of employees and their beneficiaries in 
employee benefit plans.” Shaw v. Delta Air Lines, Inc., 463 
U.S. 85, 90 (1983). To that end, ERISA “sets various 
uniform standards, including rules concerning reporting, 
disclosure, and fiduciary responsibility, for both pension and 
welfare plans,” and “imposes participation, funding, and 
vesting requirements on pension plans.” Ingersoll-Rand Co. 

v. McClendon, 498 U.S. 133, 137 (1990) (quoting Shaw, 463 
U.S. at 91). In addition, ERISA provides “a carefully inte- 
grated civil enforcement scheme that is one of the essential 
tools for accomplishing the stated purposes of ERISA.” 
Ibid. (internal quotation marks and citation omitted). 

Section 514(a) of ERISA, 29 U.S.C. 1144(a), is an express 
preemption provision that, subject to various exceptions not 
at issue here,2 “shall supersede any and all State laws insofar 
as they may now or hereafter relate to any employee benefit 
plan” governed by ERISA. As this Court has explained, 

2 For instance, the insurance savings clause, 29 U.S.C. 1144(b)(2)(A), 
exempts from preemption those state laws that “regulate[] insurance.” 
Respondents have not, to our knowledge, claimed that Section 11.07.010 is 
so saved, and we assume that Section 11.07.010, which by its terms is not 
directed solely at insurance companies, is not an insurance regulation. See 
UNUM Life Ins. Co. of Am. v. Ward, 526 U.S. 358, 368 (1999). 

9 

Section 514(a) “indicates Congress’s intent to establish the 
regulation of [ERISA] plans ‘as exclusively a federal con- 
cern.’ ” New York State Conference of Blue Cross & Blue 
Shield Plans v. Travelers Ins. Co., 514 U.S. 645, 656 (1995) 
(quoting Alessi v. Raybestos-Manhattan, Inc., 451 U.S. 504, 
523 (1981)). Section 514(a) was designed “to ensure that 
plans and plan sponsors would be subject to a uniform body 
of benefits law,” and thus “to minimize the administrative 
and financial burden of complying with conflicting directives 
among States or between States and the Federal Govern- 
ment.” Ibid. (quoting Ingersoll-Rand, 498 U.S. at 142).3 

Accordingly, Section 514(a), while not without limits, is 
“clearly expansive” in its preemptive sweep. California Div. 
of Labor Standards Enforcement v. Dillingham Constr., 
N.A., Inc., 519 U.S. 316, 324 (1997) (quoting Travelers, 514 
U.S. at 655). To be sure, Section 514(a) does not reach state 
laws of general applicability that have only an “indirect 
economic influence” or some other merely incidental impact 
on ERISA plans. Travelers, 514 U.S. at 659. To the extent, 
however, that a state law purports to regulate matters at the 
core of ERISA—such as the content or administration of 
ERISA plans or the mechanisms for enforcing rights under 
those plans—this Court has not hesitated to hold the state 
law preempted under Section 514(a). See Travelers, 514 U.S. 

3 See also Shaw, 463 U.S. at 99 (quoting 120 Cong. Rec. 29,933 (1974) 
(remarks of Senator Williams) (“It should be stressed that with the 
narrow exceptions specified in the bill, the substantive and enforcement 
provisions of the conference substitute are intended to preempt the field 
for Federal regulations, thus eliminating the threat of conflicting or 
inconsistent State and local regulation of employee benefit plans.”)); ibid. 
(quoting 120 Cong. Rec. 29,197 (1974) (remarks of Representative Dent) 
(the “crowning achievement” of ERISA is “the reservation to Federal 
authority the sole power to regulate the field of employee benefit plans”)); 
id. at 99-100 n.29 (quoting 120 Cong. Rec. 29,942 (1974) (remarks of 
Senator Javits)). 

10 

at 657-658 (discussing Shaw, Alessi, Ingersoll-Rand, and 
FMC Corp. v. Holliday, 498 U.S. 52, 60 (1990)); see also 
Metropolitan Life Ins. Co. v. Massachusetts, 471 U.S. 724, 
739 (1985) (Section 514(a) “displace[s] all state laws that fall 
within its sphere, even including state laws that are 
consistent with ERISA’s substantive requirements”). 

Moreover, whatever the limits of express preemption 
under Section 514(a), ERISA, like all federal statutes, 
operates under supremacy principles that require pre- 
emption “where compliance with both federal and state 
regulations is a physical impossibility, . . . or where state 
law stands as an obstacle to the accomplishment and exe- 
cution of the full purposes and objectives of Congress.” 
Boggs v. Boggs, 520 U.S. 833, 844 (1997) (quoting Gade v. 
National Solid Wastes Management Ass’n, 505 U.S. 88, 98 
(1992)); see also, e.g., Ingersoll-Rand, 498 U.S. at 142-145. 
Thus, in Boggs, because the state community property law at 
issue “conflict[ed] with the provisions of ERISA” and 
“operat[ed] to frustrate its objects,” the Court perceived no 
need to inquire whether Section 514(a) “provide[d] further 
and additional support for the pre-emption claim.” 520 U.S. 
at 841. 

Here, the Washington statute, to the extent that it 
overrides beneficiary designations made in accordance with 
the provisions of an ERISA plan, is preempted, whether the 
question is analyzed as one of express preemption or of 
conflict preemption. The state statute “relate[s] to an[] 
employee benefit plan” governed by ERISA, within the 
meaning of Section 514(a), because the statute expressly 
refers to rights under “employee benefit plans” and seeks to 
regulate core matters in the administration of such plans, the 
designation of beneficiaries and the distribution of benefits. 
The state statute squarely conflicts with Congress’s direc- 
tive that fiduciaries administer ERISA plans “in accordance 
with the documents and instruments governing the plan,” 

11 

29 U.S.C. 1104(a)(1)(D), because the statute requires the 
payment of benefits to persons other than those entitled to 
them under the governing plan documents. In addition, to 
the extent that the state statute reaches the payment of 
benefits under ERISA pension plans, the statute also 
conflicts with 29 U.S.C. 1056(d)(1), which prohibits the 
assignment or alienation of pension plan benefits. 

I. The Washington Statute, As A State Law That 

“Relate[s] To” Employee Benefit Plans Governed By 
ERISA, Is Preempted Under Section 514(a) 

This Court has recognized that Section 514(a), in 
“supersed[ing] any and all State laws insofar as they * * * 
relate to any employee benefit plan” governed by ERISA, is 
a preemption provision “conspicuous for its breadth.” 
Dillingham, 519 U.S. at 324 (quoting FMC Corp., 498 U.S. at 

58). The Court has also recognized, however, that Congress 
could not have intended Section 514(a) to “extend to the 
furthest stretch of its indeterminacy,” preempting state laws 
of general applicability that have “only a tenuous, remote, or 
peripheral connection with covered plans.” Travelers, 514 
U.S. at 655, 661 (quoting District of Columbia v. Greater 
Washington Bd. of Trade, 506 U.S. 125, 130 n.1 (1992)). The 
Court has thus sought to give content to the statutory 
phrase “relate to any employee benefit plan” by looking to 
“the objectives of the ERISA statute” as a whole. Id. at 656. 
The Court has identified two categories of state laws that 
are subject to preemption under Section 514(a): first, state 
laws that specifically “refer to” ERISA plans and, second, 
state laws that otherwise have a “connection with” ERISA 
plans. Dillingham, 519 U.S. at 324-325. Not every state law 
that affects ERISA plans falls into the second category. The 
category does, however, encompass those state laws that 
implicate Congress’s objective in Section 514(a) “to avoid a 
multiplicity of regulation in order to permit the nationally 

12 

uniform administration of employee benefit plans.” 
Travelers, 514 U.S. at 657. Such prohibited state laws 
include, among others, those that regulate “employee benefit 
structures or their administration.” Id. at 658. By contrast, 
the state laws that the Court has held not to be preempted 
under that analysis were laws of general applicability that 
had only an incidental economic impact on ERISA plans.4 
The state statute at issue in this case falls squarely into the 
prohibited category, because the statute purports to dictate 
the payment of benefits under ERISA plans, a matter of 
plan structure and administration. 

1. One of the areas in which Congress has sought “to 
avoid a multiplicity of [state] regulation in order to permit 
the nationally uniform administration of employee benefit 
plans,” Travelers, 514 U.S. at 657, is the conservation and 
distribution of ERISA plan benefits. That area includes 
determinations by ERISA plan administrators as to the 
proper recipients of benefits payable under the plan. Con- 
gress made the protection of benefits a central purpose of 
ERISA, established uniform standards to govern the con- 
duct of fiduciaries who administer the benefits, directed 
fiduciaries to administer plans (e.g., to pay benefits) in 
accordance with the governing plan documents, and defined 

4 See Travelers, 514 U.S. at 659 (describing state law that imposed a 
surcharge on hospital patients who were insured by commercial insurers 
other than Blue Cross-Blue Shield as having only “an indirect economic 
effect on choices made by insurance buyers, including ERISA plans”); see 
also De Buono v. NYSA-ILA Med. & Clinical Servs. Fund, 520 U.S. 806, 
810-816 (1997) (state tax imposed on all hospitals, including those operated 
by ERISA plan); Dillingham, 519 U.S. at 330 (state law that required all 
contractors on state construction projects to pay the prevailing wage, with 
an exception for state-approved apprenticeship programs, whether or not 
operated as an ERISA plan); Mackey v. Lanier Collection Agency & 
Serv., 486 U.S. 825, 831-836 (1988) (state garnishment law of general appli- 
cability). 

13 

the beneficiaries of plan benefits by reference to those 
documents. 

Congress’s declared objectives in ERISA include “to pro- 
tect * * * the interest of participants in employee benefit 
plans and their beneficiaries” by, inter alia, “establishing 
standards of conduct, responsibility, and obligation for fidu- 
ciaries of employee benefit plans.” 29 U.S.C. 1001(b); see 
Boggs, 520 U.S. at 845 (observing that the “principal object 
of [ERISA] is to protect plan participants and benefici- 
aries”). To that end, Congress made clear that a fiduciary of 
an employee benefit plan covered by ERISA “shall dis- 
charge his duties with respect to a plan solely in the interest 
of the participants and beneficiaries” and “for the exclusive 
purpose of * * * providing benefits to participants and 
their beneficiaries” and defraying reasonable administrative 
expenses. 29 U.S.C. 1104(a)(1)(A); see Boggs, 520 U.S. at 
846-847 (discussing those provisions). 

Congress further delineated the responsibilities of the 
ERISA plan fiduciary in Section 404(a)(1) of the Act, 29 
U.S.C. 1104(a)(1), by specifying the source of the governing 
rules, in addition to those in ERISA itself, for the fiduciary 
to apply in administering the plan. Section 404(a)(1) pro- 
vides that the fiduciary “shall discharge his duties with 
respect to a plan * * * in accordance with the documents 
and instruments governing the plan insofar as such docu- 
ments and instruments are consistent with the provisions of 
[ERISA].” Congress thus contemplated that a fiduciary, in 
deciding the myriad questions that arise in the admini- 
stration of an ERISA plan (including questions as to the 
proper beneficiary of proceeds payable under the plan), 
would be governed by ERISA itself and by the “documents 
and instruments governing the plan.” Congress did not also 
provide that fiduciaries were to look generally to state law in 
resolving questions of plan administration. To do so would 
have been contrary to the central goal of fostering “uniform- 

14 

ity of decision” in the administration of ERISA plans, so that 
“administrators, fiduciaries and participants [may] predict 
the legality of proposed actions without the necessity of 
reference to varying state laws.” H.R. Rep. No. 533, 93d 
Cong., 1st Sess. 12 (1973) (discussing fiduciary duty pro- 
visions). 

Congress’s understanding that ERISA plan fiduciaries 
would resolve questions of plan administration, specifically 
including questions concerning the proper recipient of 
benefits under a plan, solely by reference to ERISA and the 
plan documents is further reflected in the statutory 
definitions of “participant” and “beneficiary.” The statute 
defines a “participant” as “any employee or former employee 
of an employer, or any member or former member of an 
employee organization, who is or may become eligible to 
receive a benefit of any type from an employee benefit plan 
which covers employees of such employer or members of 
such organization, or whose beneficiaries may be eligible to 
receive any such benefit.” 29 U.S.C. 1002(7). The statute 
then defines a “beneficiary” 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). Congress thus contemplated that the fiduci- 
ary, in determining whether a person was entitled to receive 
benefits as a beneficiary under the plan, would look no 
further than the participant’s beneficiary designation and 
the documents setting forth the “terms of [the] employee 
benefit plan.” 

Moreover, where Congress intended that plan fiduciaries 
would look beyond the participant’s beneficiary designation 
to determine the proper recipient of benefits under the plan, 
Congress expressly so provided in ERISA itself. For 
example, ERISA requires that pension plans pay a partici- 
pant’s benefits to an alternate payee in accordance with a 
state “domestic relations order,” if that order is submitted to 

15 

the plan and found to meet the detailed requirements that 
ERISA prescribes for a “qualified domestic relations order” 
(QDRO). 29 U.S.C. 1056(d)(3).5 

If a valid domestic relations 
order meeting all of the requirements of Section 1056(d)(3) is 
determined by the plan fiduciary to be “qualified,” then the 
payee under the QDRO becomes a beneficiary of the plan as 
well, whether or not otherwise designated as a beneficiary 
by the participant. 29 U.S.C. 1056(d)(3)(J) and (K). 
Similarly, ERISA requires that group health plans provide 
benefits to the child of a participant in accordance with a 
“qualified medical child support order” that meets detailed 
statutory requirements. 29 U.S.C. 1169(a) (1994 & Supp. IV 
1998). As with a QDRO, a child subject to such an order is 
considered a beneficiary of the group medical plan. 29 
U.S.C. 1169(a)(7). Significantly, although ERISA thus 
accommodates state domestic relations orders and medical 
child support orders, such orders are not self-executing in 
their effect on ERISA plans. The determination whether a 
state domestic relations order meets the requirements of a 
QDRO or qualified medical child support order rests with 
the plan administrator, and benefits are not provided to the 
alternate payee (of pension plan benefits) or alternate 
recipient (of medical plan benefits) until the order is found to 
be qualified. 29 U.S.C. 1056(d)(3)(G) and (H); 29 U.S.C. 

5 ERISA defines a “domestic relations order” as a judgment, decree, 
or order that “relates to the provision of child support, alimony payments, 
or marital property rights to a spouse, former spouse, child, or other 
dependent of a participant” and is “made pursuant to a State domestic 
relations law.” 29 U.S.C. 1056(d)(3)(B)(ii). A “qualified domestic relations 
order” is defined as a domestic relations order that “creates or recognizes 
the existence of an alternate payee’s right to, or assigns to an alternate 
payee the right to, receive all or a portion of the benefits payable with 
respect to a participant under a plan,” 29 U.S.C. 1056(d)(3)(B)(i)(I), and 
that meets certain substantive requirements spelled out in 29 U.S.C. 
1056(d)(3)(C) and (D). See also 29 U.S.C. 1056(d)(3)(B)(i)(II). 

16 

1169(a)(5). See generally Boggs, 520 U.S. at 846-847 
(discussing provisions authorizing payment of benefits 
pursuant to QDROs and qualified medical child support 
orders).6 

The provisions of Section 1056(d)(3) (with respect to 
QDROs) and Section 1169(a) (with respect to qualified 
medical child support orders) confirm that the distribution of 
plan benefits is a central federal concern under ERISA. 
They also reflect Congress’s understanding that the appli- 
cation of ERISA’s general rules-–i.e., that ERISA plans are 
to be administered “in accordance with the documents and 
instruments governing the plan,” 29 U.S.C. 1104(a)(1)(D), 
and that beneficiaries are to be determined by reference to 
the participant’s designation or the terms of the plan, 29 
U.S.C. 1002(8)—in the particular context of marital dis- 
solution is a matter to be addressed in ERISA itself. And 
Congress has expressly provided that state court orders that 
come within Section 1056(d)(3) and Section 1169(a) are 
exempted from preemption under Section 514(a). See 29 
U.S.C. 1144(b)(7) (1994 & Supp. IV 1998). The clear impli- 
cations of those provisions are that state domestic relations 
laws and orders that purport to direct the payment of 
benefits by an ERISA plan in other circumstances are 
preempted, and, more generally, that Congress did not 
intend to leave to the States the creation of exceptions to, or 
special applications of, the general rule that the deter- 
mination of beneficiaries is governed by the participant’s 
designation and the plan documents. See generally Boggs, 
520 U.S. at 854 (“The axis around which ERISA’s pro- 

6 Another provision of ERISA, 29 U.S.C. 1055(c)(2), also looks beyond 
participants’ beneficiary designations in order to provide protection to 
surviving spouses. That provision requires that a spouse consent in 
writing to certain choices by the participant that would deprive the spouse 
of the survivor’s annuity that is otherwise mandated by 29 U.S.C. 1055(a). 
See Boggs, 520 U.S. at 842 (discussing that provision). 

17 

tections revolve is the concepts of participant and bene- 
ficiary. When Congress has chosen to depart from this 
framework, it has done so in a careful and limited manner.”); 
see also Metropolitan Life Ins. Co. v. Pettit, 164 F.3d 857, 
862 (4th Cir. 1998) (reasoning that the QDRO provision 
constitutes a “clear signal from Congress about what it 
considers to relate to an ERISA plan” and thus to be exempt 
from state regulation under Section 514(a)). 

2. The state law at issue here, Section 11.07.010 of the 
Washington Revised Code, cannot be reconciled with ER- 
ISA’s central purpose of providing for the uniform admini- 
stration of employee benefit plans. Section 11.07.010 di- 
rectly, indeed expressly, regulates the payment of benefits 
under “[a] payable-on-death provision of a[n] * * * em- 
ployee benefit plan.” Wash. Rev. Code Ann. § 11.07.010(5)(a) 
(West 1998).7 It “revoke[s]” a participant’s designation of his 
or her spouse as a beneficiary under the plan if the 

7 Arguably, the state statute’s express reference to “employee benefit 
plan[s]” is sufficient, in itself, to warrant preemption as a statute that 
“refers to,” and thus necessarily “relates to,” such plans. See Mackey, 486 
U.S. at 830 (holding that a “state statute’s express reference to ERISA 
plans suffices to bring it within the federal law’s preemptive reach”). The 
Court has observed, however, that a state law that refers to ERISA plans 
is preempted on that ground if it “acts immediately and exclusively upon 
ERISA plans” or “the existence of ERISA plans is essential to the law’s 
operation.” Dillingham, 519 U.S. at 325. Section 11.07.010 does not apply 
exclusively to employee benefit plans, and the existence of an ERISA plan 
is not in all instances essential to its operation. The state statute also 
applies, for example, to the “payable-on-death provision” of a life insur- 
ance policy, an annuity or similar contract, and an individual retirement 
account. Wash. Rev. Code Ann. § 11.07.010(5)(a) (West 1998). But 
whether or not the express reference to “employee benefit plan[s]” in the 
state statute is sufficient in itself to require preemption under Section 
514(a), that reference makes clear that the state statute’s effect on ERISA 
plans is not merely incidental, as was true of the laws of general 
applicability that this Court has found not to be preempted. See pp. 11-12 
& n.4, supra. 

18 

participant and the spouse divorce after the designation is 
made. Id. § 11.07.010(2). It purports to control the desig- 
nation of beneficiaries and the payment of benefits under 
employee benefit plans, and thus, as explained above, is at 
the core of Congress’s concerns in enacting ERISA and its 
express preemption provision. 

Accordingly, this case does not involve a state law, such as 
those described in Travelers, 514 U.S. at 661, that has “only a 
tenuous, remote, or peripheral connection with covered 
plans.” Section 11.07.010 does not merely have some 
“indirect economic effect on choices made by * * * ERISA 
plans.” Travelers, 514 U.S. at 659; accord Dillingham, 519 
U.S. at 334. Nor is Section 11.07.010 a statute of general 
application, such as a tax statute, that merely “impose[s] 
some burdens on the administration of ERISA plans.” De 
Buono v. NYSA-ILA Med. & Clinical Servs. Fund, 520 U.S. 
806, 814-816 (1997). To the contrary, Section 11.07.010 has 
the purpose and effect of “dictat[ing] the choices * * * 
facing ERISA plans,” Dillingham, 519 U.S. at 334, on the 
fundamental question of who is, and who is not, the proper 
recipient of benefits under the plan.8 

Section 11.07.010 is thus analogous to one of the state 
statutes found to be preempted in Shaw, 463 U.S. at 97, 
which “require[d] employers to pay employees specific 
benefits.” It is also analogous to the state statutes found to 
be preempted in FMC Corp. and Alessi, which, in effect, 
directed how the net amount of an employee’s benefit was to 
be calculated. See FMC Corp., 498 U.S. at 58-60 (state anti- 

8 Section 11.07.010 is likewise unlike the general garnishment statute 
upheld against a preemption challenge in Mackey. See 486 U.S. at 831- 
840. That statute did not purport to dictate the choices made by ERISA 
plan administrators. It merely provided a mechanism for the collection of 
money judgments that had been obtained, in proceedings unrelated to 
employee benefits, against persons who concededly were participants 
under the terms of an ERISA welfare benefit plan. 

19 

subrogation statute); Alessi, 451 U.S. at 521-526 (state 
statute prohibiting offset of workers’ compensation benefits 
against pension benefits); Travelers, 514 U.S. at 657-658 (dis- 
cussing Shaw, FMC Corp., and Alessi); see also UNUM Life 
Ins. Co. of Am. v. Ward, 526 U.S. 358, 366-367 (1999) (noting 
parties’ agreement that state laws concerning payment of 
benefits under an ERISA plan “relates to” the plan within 
the meaning of Section 514(a)). State laws directing who is 
to receive benefits under an employee benefit plan “relate 
to” ERISA plans, within the meaning of Section 514(a), to 
the same extent as state laws directing which benefits are to 
be provided under such plans or how benefits are to be 
calculated. Section 11.07.010, like the laws in those earlier 
cases, is therefore expressly preempted under Section 514(a) 
of ERISA. 

II. The Washington Statute Is Also Preempted Be- 
cause It Conflicts With Provisions Of ERISA And 

Operates To Frustrate The Objects Of ERISA 

Section 11.07.010, in its application to the two ERISA 
plans in this case, “conflicts with the provisions of ERISA” 
and “operates to frustrate its objects.” Boggs, 520 U.S. at 
841. Accordingly, aside from whether the state statute 
“relates to” employee benefit plans within the meaning of 
Section 514(a), application of the state statute to ERISA 
plans is preempted under ordinary principles of conflict 
preemption. 

1. Section 11.07.010 conflicts with those provisions of 
ERISA that, when read in conjunction with the governing 
plan documents in this case, require that plan benefits be 
paid to the person designated in writing by the plan 

20 

participant. Such a conflict exists with respect to both the 
pension plan and the life insurance plan.9 

As discussed above (see pp. 13-14, supra), Section 
404(a)(1)(D) of ERISA commands the fiduciary of an ERISA 
plan to “discharge his duties with respect to a plan * * * in 
accordance with the documents and instruments governing 
the plan.” 29 U.S.C. 1104(a)(1)(D). Section 404(a)(1)(D) 
necessarily encompasses a fiduciary’s determination of the 
proper beneficiary under an ERISA plan. See Varity Corp. 

v. Howe, 516 U.S. 489, 511 (1996) (“{A] plan administrator 
engages in a fiduciary act when making a discretionary 
determination about whether a claimant is entitled to 
benefits under the terms of the plan documents.”); Central 
States, S.E. & S.W. Areas Pension Fund v. Central Transp., 
Inc., 472 U.S. 559, 571-572 (1985) (“ERISA clearly assumes 

* * * that trustees will take steps to identify all partici- 
pants and beneficiaries.”). That conclusion is confirmed by 
ERISA’s definition of a “beneficiary” as “a person desig- 
nated 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). 

The documents governing the two ERISA plans in this 
case—like the documents governing many such ERISA 
plans—provide that benefits are to be paid in accordance 
with the participant’s written beneficiary designation. The 
summary plan description for the pension plan specifically 

9 In its brief amicus curiae in the Washington Supreme Court, the 
government argued that Section 11.07.010 is expressly preempted by 
Section 514(a) of ERISA in its application to both pension plans and 
welfare benefit plans. Pet. App. 56a-60a. That brief also argued that 
Section 11.07.010 conflicts with ERISA’s anti-alienation provision, 29 
U.S.C. 1056(d)(1), with respect to pension plans but not to welfare benefit 
plans, such as the life insurance plan here. See Pet. App. 52a. On further 
reflection, we have concluded that Section 11.07.010 also conflicts with 
additional provisions of ERISA that are applicable to both plans. 

21 

states that the administrator will recognize only those 
beneficiaries designated by the participant on a properly 
filed form; the summary plan description further states that 
a participant “may not designate or change a beneficiary by 
using other documents such as divorce decrees, prenuptial 
agreements, wills or trusts.” J.A. 39-40. Similarly, the 
summary plan description for the life insurance plan pro- 
vides that the participant will be asked upon enrollment “to 
designate the person or persons you would like to receive 
benefits under the [plan] in the event you die while covered,” 
and it specifically directs participants that “you may change 
your beneficiary designation at any time by contacting the 
Boeing Group Insurance Office and completing the appro- 
priate form.” R. 102; see also J.A. 35. 

10 Those written desig- 
nation provisions are of the precise variety contemplated by 
ERISA’s definition of beneficiary as “a person designated by 
a participant, or by the terms of an employee benefit plan.” 
29 U.S.C. 1002(8). There is no dispute that David Egelhoff 
properly designated petitioner as his beneficiary in 
accordance with the documents governing both plans. See 
Pet. App. 3a. 

Thus, “[a]lthough ERISA does not say ‘pay only the 
person whose name is on file’, it does say that every plan 
must act ‘in accordance with the documents and instruments 
governing’ it, 29 U.S.C. § 1104(a)(1)(D), and th[ese] plan[s] 
ha[ve] a written-designation rule.” Fox Valley & Vicinity 
Constr. Workers Pension Fund v. Brown, 897 F.2d 275, 283 
(7th Cir.) (en banc) (Easterbrook, J., dissenting), cert. 
denied, 498 U.S. 820 (1990). Section 11.07.010 effectively 

10 The “documents * * * governing the plan,” within the meaning of 
Section 404(a)(1)(D), include summary plan descriptions. See Curtiss- 
Wright Corp. v. Schoonejongen, 514 U.S. 73, 83-84 (1995); see also 29 
U.S.C. 1024(b); 29 C.F.R. Pt. 2520, Subpart B (regulations governing sum- 
mary plan descriptions). 

22 

commands that the benefits under an ERISA plan be paid to 
somebody other than the person whose name is on file and 
who thus is the proper beneficiary under the terms of the 
plan. Section 11.07.010 thereby directs an outcome that is 
contrary to the outcome required by the plan and ERISA. It 
therefore is preempted. 

11 

The federal statutory rule of distributing ERISA benefits 
in accordance with the plan documents—and thus ordinarily, 
under an ERISA pension or life-insurance plan, in accor- 
dance with a written beneficiary designation—“fulfills the 
intent of Congress that ERISA plans be uniform in their 
interpretation and simple in their application.” McMillan v. 
Parrott, 913 F.2d 310, 312 (6th Cir. 1990). Such rules enable 
plan participants, beneficiaries, and administrators to iden- 
tify their rights and responsibilities with certainty. See 
Varity Corp., 516 U.S. at 502-503; Curtiss-Wright Corp. v. 
Schoonejongen, 514 U.S. 73, 83-84 (1995). They thereby 
“yield simple administration, avoid double liability, and 
ensure that beneficiaries get what’s coming quickly, without 
the folderol essential under less-certain rules.” Fox Valley, 
897 F.2d at 283 (Easterbrook, J., dissenting) (quoted in 
McMillan, 913 F.2d at 312); see also Pettit, 164 F.3d at 864 
(invocation of state law to countermand written beneficiary 
designations “reduce[s] the certainty of plan administration 
and increase[s] litigation,” thereby “allow[ing] state law to 
escalate the administrative costs that Congress sought to 
decrease”). 

12 

11 Cf. Arkansas La. Gas Co. v. Hall, 453 U.S. 571 (1981) (regulated 
utility may charge only its filed rate, and state law departing from that 
filed rate is preempted). 

12 The prospect that ERISA plans could incur double liability under 
state laws such as Section 11.07.010 is a real one. As the court of appeals 
noted, for example, if respondents had made a proper demand on the 
administrator of the life insurance plan, respondents could sue to recover 
the life insurance proceeds from the insurer, even though the insurer had 

23 

A federal rule that requires adherence to written 
beneficiary designations might be regarded by some as too 
rigid in instances, such as those in this case, where a 
participant who had an incentive to change his designation 
died before he actually did so. Even in that situation, 
though, it cannot be assumed that a plan participant would 
necessarily have chosen to revoke the designation of the 
former spouse as beneficiary immediately upon divorce. A 
participant might, out of feelings of obligation, remorse, or 
continuing affection, intend that the former spouse remain as 
beneficiary, at least for the time being. In any event, 
“whether to have rules (flaws and all) or more flexible 
standards (with high costs of administration and erratic 
application) is a decision already made” by Congress and the 
ERISA plans. Fox Valley, 897 F.2d at 284 (Easterbrook, J., 
dissenting). Section 11.07.010 stands as an obstacle to the 
effectuation of that decision. 

13 

already paid the proceeds to petitioner in accordance with the terms of 
the plan. Pet. App. 42a-44a & nn.16,18; see Wash. Rev. Code Ann. 
§ 11.07.010(3)(a) (West 1998). Thus, an administrator may potentially be 
subject to conflicting obligations to pay each of the competing 
claimants—a situation in which “compliance with both federal and state 
regulations is a physical impossibility.” Boggs, 520 U.S. at 844. If the 
administrator paid the proceeds to petitioner, the administrator could be 
subject to suit by respondents under state law; and if the administrator 
paid the proceeds to respondents, the administrator could be subject to 
suit by petitioner under ERISA. See 29 U.S.C. 1132(a)(1)-(3) (authorizing 
ERISA plan participants and beneficiaries to sue to “recover benefits due 

* * * under the terms of the plan,” to obtain damages for breaches of 
fiduciary duty, and to obtain equitable relief to redress statutory 
violations or “to enforce * * * the terms of the plan”). 

13 We do not, however, read Section 404(a)(1) to “enable employers to 
avoid any state law simply be referring to that law in [their] ERISA 
plan.” Hook v. Morrison Milling Co., 38 F.3d 776, 785 (5th Cir. 1994) 
(refusing to give preemptive effect to provision in ERISA welfare plan 
purporting to waive employee’s rights to bring negligence suit). 

24 

2. Section 11.07.010, in its application to ERISA pension 
plans, also conflicts with Section 206(d)(1) of ERISA, 29 
U.S.C. 1056(d)(1), which states that “[e]ach pension plan 
shall provide that benefits provided under the plan may not 
be assigned or alienated.” Section 206(d)(1) was designed 
“to safeguard a stream of income for pensioners * * * and 
their dependents” by ensuring that pension funds are not 
diverted to other persons. Guidry v. Sheet Metal Workers 
Nat’l Pension Fund, 493 U.S. 365, 376 (1990). Section 
206(d)(1) “is mandatory and contains only two explicit ex- 
ceptions * * *, which are not subject to judicial expansion.” 
Boggs, 520 U.S. at 851. Neither exception is applicable 
here. 

14 

Section 11.07.010 effects an “alienation” and “assignment,” 
by operation of law, of a spouse’s pension plan benefits upon 
divorce from a plan participant. See Boggs, 520 U.S. at 851 
(noting the regulatory definition of an “assignment or 
alienation” as “ ‘[a]ny direct or indirect arrangement where- 
by a party acquires from a participant or beneficiary’ an 
interest enforceable against a plan to ‘all or any part of a 
plan benefit payment which is, or may become, payable to 
the participant or beneficiary’”) (quoting 26 C.F.R. 1.401(a)- 
13(c)(1)(ii)). The statute “revoke[s]” the former spouse’s 
right to the benefits, Wash. Rev. Code Ann. § 11.07.010(2)(a) 
(West 1998), thereby alienating the benefits from the 
recipient designated under the plan. The statute simulta- 
neously assigns the benefits to another person, i.e., the party 
to whom the benefits would have passed “if the former 

14 The first exception, embodied in 29 U.S.C. 1056(d)(2), allows “any 
voluntary and revocable assignment of not to exceed 10 percent of any 
benefit payment,” or other assignments executed before the effective date 
of ERISA, and allows the use of benefits to secure a loan to a participant 
or a beneficiary. The second exception, embodied in 29 U.S.C. 
1056(d)(3)(A), applies to payments of benefits pursuant to a QDRO. See 
pp. 14-17, supra (discussing QDRO provision). 

25 

spouse failed to survive the decedent, having died at the 
time of entry” of the divorce decree. Ibid. The statute gives 
that other person certain rights enforceable against the 
pension plan. Id. § 11.07.010(3)(a) (providing that “[a] 
payor,” e.g., a pension plan, “is liable for a payment or trans- 
fer made” to the former spouse after the payor “has actual 
knowledge of a revocation under this section,” although not 
otherwise). 

It is irrelevant for purposes of preemption analysis that 
the plan participant, David Egelhoff, could have accom- 
plished a similar result, after his divorce from petitioner, by 
filing an amended beneficiary designation form pursuant to 
the terms of the pension plan. 

15 He did not do so. And state 
law cannot, consistent with ERISA, act in his stead. Cf. 
Arkansas Louisiana Gas Co. v. Hall, 453 U.S. 571, 580-581 
(1981). 

3. The conflict in this case between ERISA and state law 
is similar to the conflict in Boggs. There, the Court, applying 
conflict preemption principles, held that ERISA preempted 
state law that would have allowed the wife of a pension plan 
participant to transfer by will her community-property 
interest in undistributed plan benefits. The wife had died 
before her husband retired, and thus before the various 
pension benefits were distributed, leaving her interest in 
those benefits to her husband and sons. The husband re- 
married, retired, and ultimately died, at which time the sons 
sought to enforce their asserted state-law interest in the 
benefits against the second wife. See Boggs, 520 U.S. at 836- 
837. 

15 Section 11.07.010, by its terms, does not apply where a divorce 
decree “requires that the decedent maintain a nonprobate asset for the 
benefit of a former spouse or children of the marriage.” Wash. Rev. Code 
Ann. § 11.07.010(2)(b)(ii) (West 1998). It thus would appear not to apply in 
the circumstances covered by the QDRO provision of ERISA. 

26 

The Court initially held that the sons’ claim to a portion of 
the second wife’s survivor annuity was preempted, relying 
principally on 29 U.S.C. 1055, which provides that the spouse 
of a participant is entitled to a survivor’s annuity and that 
the spouse can waive that entitlement only in a notarized 
written instrument. Boggs, 520 U.S. at 844. The Court then 
turned to the sons’ claim to other pension plan benefits 
distributed to their father during his retirement. The Court 
noted that the sons had no right to the plan benefits under 
ERISA itself because the sons were “neither participants 
nor beneficiaries” under the plan as those terms are defined 
in the Act. Id. at 848. The Court explicitly declined the sons’ 
invitation to “ignore” ERISA’s definition of beneficiary and 
to permit the use of state law to “create a new class of 
persons for whom plan assets are to be held and adminis- 
tered.” Id. at 850. The Court added that its “conclusion that 
Congress intended to pre-empt [the sons’] nonbeneficiary, 
nonparticipant interests in the retirement plans is given 
specific and powerful reinforcement by the pension plan anti- 
alienation provision”; the Court explained that the first 
wife’s testamentary transfer was “a prohibited ‘assignment 
or alienation’ ” because, as of the time that the transfer oc- 
curred, the sons “would have acquired * * * an interest in 
[the father’s] pension plan at the expense of plan partici- 
pants and beneficiaries.” Id. at 851-852. 

16 

Similarly, here, Section 11.07.010 “create[s] a new class of 
persons for whom plan assets are to be held and admini- 
stered,” 520 U.S. at 850—i.e., persons who are neither “parti- 
cipants” in nor “beneficiaries” of the employee benefit plans, 

16 The Court’s central rationale in Boggs, i.e., that state law cannot 
create a class of persons for whom ERISA plan benefits are held and 
administered, 520 U.S. at 850, is equally applicable to all ERISA plans, 
both pension plans (the only sort of plan at issue in that case) and welfare 
benefit plans, although that rationale was “reinforce[d]” in Boggs, id. at 
851, by the anti-alienation provision applicable only to the former. 

27 

as those terms are defined in ERISA, but who nonetheless 
are given an enforceable interest under state law in the 
proceeds of those plans. Moreover, as in Boggs, the fact that 
such persons have asserted that interest against the reci- 
pient of the benefits at issue, rather than against the plan 
itself, does not eliminate the conflict with ERISA. As the 
Court explained, “[r]eading ERISA to permit nonbeneficiary 
interests, even if not enforced against the plan, would result 
in troubling anomalies.” Id. at 850. For example, the Court 
observed, “[e]ither pension plans would be run for the 
benefit of only a subset of those who have a stake in the 
plan,” because fiduciaries’ obligations under ERISA run only 
to participants and beneficiaries, 29 U.S.C. 1104(a)(1), or 
“state law would have to move in to fill the apparent gaps 
between plan administration responsibilities and ownership 
rights, resulting in a complex set of requirements varying 
from State to State.” 520 U.S. at 850-851. Here, as in Boggs, 
“[n]either result accords with the [ERISA] statutory 
scheme.” Id. at 851. 

4. A number of courts have recognized that ERISA 
preempts state statutes and court decrees that, like Section 

11.07.010, would require, as a consequence of divorce, that 
plan benefits be paid to someone other than the beneficiary 
who has been properly designated under the plan. See, e.g., 
Pettit, 164 F.3d at 862-863; Metropolitan Life Ins. Co. v. 
Pressley, 82 F.3d 126, 130 (6th Cir. 1996), cert. denied, 520 
U.S. 1263 (1997); MacAnally v. Levin, No. 99CA0120, 2000 
WL 328723 (Colo. Ct. App. Mar. 30, 2000). Some of those 
courts have, however, created federal common law rules, 
often with reference to the rejected state law, under which 
benefits are payable to other persons in accordance with 
perceived public policy or equitable considerations. See, e.g., 
Equitable Life Assurance Soc’y of the United States v. 
Crysler, 66 F.3d 944, 948-950 (8th Cir. 1995); Brandon v. 
Travelers Ins. Co., 18 F.3d 1321, 1325-1326 (5th Cir. 1994), 

28 

cert. denied, 513 U.S. 1081 (1995); Fox Valley, 897 F.2d at 
281. 

Those courts’ resort to federal common law is misguided. 
As explained above, ERISA itself supplies the applicable 
rules of law in this area. Congress has articulated the 
general rules that all ERISA plans be administered “in 
accordance with the documents and instruments governing 
the plan,” 29 U.S.C. 1104(a)(1)(D); that the beneficiary of an 
ERISA plan is the “person designated by a participant, or by 
the terms of an employee benefit plan,” 29 U.S.C. 1002(8); 
and that benefits under ERISA pension plans are not to be 
“assigned or alienated” away from participants and their 
beneficiaries, 29 U.S.C. 1056(d)(1). Congress has also esta- 
blished special applications of those general rules, such as in 
the provisions for QDROs and qualified medical child sup- 
port orders, that take account of state laws and orders to the 
extent, and in the manner, that Congress deemed appro- 
priate. See 29 U.S.C. 1056(d); 29 U.S.C. 1169(a) (1994 & 
Supp. IV 1998). 

Resort to federal common law to create other special 
applications of, or exceptions to, those statutory rules re- 
quiring the payment of ERISA benefits to participants and 
their designated beneficiaries would be in derogation of 
ERISA. See Pressley, 82 F.3d at 130; Krishna v. Colgate 
Palmolive Co., 7 F.3d 11, 15-16 (2d Cir. 1993) (declining 
to create a federal common law rule to resolve competing 
claims for benefits under an ERISA plan); see generally 
Guidry, 493 U.S. at 376 (“[C]ourts should be loath to an- 
nounce equitable exceptions to legislative requirements or 
prohibitions that are unqualified by the statutory text.”). 

17 

17 The same problems pertain with respect to the use of a constructive 
trust theory to obtain the benefits. See Pettit, 164 F.3d at 864. The 
assumption underlying such a trust is that the alternate claimant, not the 
designated beneficiary, was always entitled to the benefits, and thus could 

29 

Moreover, in cases involving claims by non-beneficiary 
former spouses or dependent children, who could have ob- 
tained a QDRO to protect their rights to benefits under an 
ERISA plan, a federal common law right to benefits would 
“reduce the QDRO provisions to a meaningless footnote.” 
Pettit, 164 F.3d at 864. Accordingly, while we do not rule out 
resort to background legal principles to resolve claims for 
ERISA benefits that arise in truly unusual circumstances 
unlikely to have been contemplated by Congress or the 
drafters of ERISA plans,18 this case presents no such 
circumstances. 

have made a direct claim against the plan. Cf. Harris Trust & Sav. Bank 

v. Salomon Smith Barney Inc., 120 S. Ct. 2180, 2189-2190 (2000). 

18 For instance, it might well be appropriate to consider the well- 
established legal principle that “[n]o person should be permitted to profit 
from his own wrong” if a murderer asserted a claim to benefits as the 
named beneficiary under the victim’s ERISA plan. See Prudential Life 
Ins. Co. v. Tull, 690 F.2d 848, 849 (4th Cir. 1982) (applying that principle 
to an insurance policy issued under Servicemen’s Group Life Insurance 
Act); see also Priv. Ltr. Rul. 89-08-063 (Feb. 24, 1989) (applying the 
principle that a murderer cannot profit from his victim’s death in the 
ERISA context). It might reasonably be argued that an exception for that 
situation, reflecting a recognized background principle of the law, is 
implicit in ERISA and the plans governed by it. However, in general, 
ERISA would operate to preempt application of the specific state law in 
this area, although such a law might in some circumstances be saved from 
preemption as an insurance regulation. See New Orleans Elec. Pension 
Fund v. DeRocha, 779 F. Supp. 845, 849-850 (E.D. La. 1991) (state slayer 
statute saved as insurance regulation; alternatively applying federal 
common law to reach same result). In any event, the Court “need not 
presently address the legal aspects of extreme fact situations or of 
instances where the beneficiary has obtained the proceeds through 
fraudulent or illegal means as, for example, where the named beneficiary 
murders the insured.” Ridgway v. Ridgway, 454 U.S. 46, 60 n.9 (1981). 

30 

CONCLUSION 

The judgment of the Supreme Court of Washington 
should be reversed. 

Respectfully submitted. 

HENRY L. SOLANO 

Solicitor of Labor 

NATHANIEL I. SPILLER 

Deputy Associate Solicitor 

ELIZABETH HOPKINS 

Attorney 
Department of Labor 
SETH P. WAXMAN 

Solicitor General 

DAVID W. OGDEN 

Assistant Attorney General 

EDWIN S. KNEEDLER 

Deputy Solicitor General 

BARBARA MCDOWELL 

Assistant to the Solicitor 

General 

AUGUST 2000