Full opinion text
MEMORANDUM AND ORDER ON MOTIONS FOR SUMMARY JUDGMENT URBOM, Senior District Judge. On April 26, 2004, the plaintiffs, Karla and William Cossey, filed their Sixth Amended Complaint against Defendants Associates’ Health and Welfare Plan (“the Plan”) and Administrative Committee, Associates’ Health and Welfare Plan (“the Committee”), alleging violations of the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq. (ERISA). (See filing 121 at 15-16 (citing 29 U.S.C. §§ 1132(a)(1)(B), 1132(a)(2), and 1132(a)(3)).) Now before me are the Plaintiffs’ Motion for Summary Judgment, (filing 91), and its associated filings; the Defendants Motion to Affirm the Determination of the Administrative Committee or, Alternatively, Motion for Summary Judgment, (filing 18), and its associated filings; the Defendants’ Supplemental Motion to Affirm the Determination of the Administrative Committee or, Alternatively, Motion for Summary Judgment, (filing 105), and its associated filings; and the Defendants’ Motion for Summary Judgment on Plaintiffs’ Statutory Penalty Claim, (filing 67), and its associated filings. My analysis of these motions is set forth below. I. BACKGROUND The Plan, which was created by Wal-Mart Stores, Inc. “to provide medical benefits to its employees,” (filing 19 at 2), is an employee welfare benefit plan governed by ERISA. The Committee is the administrator and fiduciary of the Plan. Plaintiff William Cossey is an employee of Wal-Mart Stores, Inc. Both he and his wife, Plaintiff Karla Cossey, are “covered persons”—that is, they are both eligible for benefits under the Plan. In October 2001, Karla Cossey was injured in a car accident. She retained counsel to represent her in a personal injury action, and a complaint was filed in the Circuit Court of Lonoke County in April 2002. There appears to be no dispute that, as a general matter, the medical expenses associated with Karla Cossey’s injuries are within the Plan’s coverage. (See, e.g., Administrative Record (A.R.), filing 32, at 167 42 (“Your medical coverage will pay for a variety of hospital and other medical charges incurred because of ... accidental injury.”).) In May 2002, as bills for the treatment of Karla Cossey’s injuries began to issue, the “Wal-Mart Claims Administration Reimbursement Department” requested information about Karla Cossey’s accident. (See filing 94, Ex. 13 at 002-003.) Karla Cossey’s counsel responded with a letter dated May 30, 2002, wherein he invited the Reimbursement Department to contact him via telephone to discuss the accident. (See A.R., filing 32, at 167 201.) A “Reimbursement Specialist” replied via letter dated June 4, 2002. (See id. at 167 202.) This letter states, in pertinent part, I am in receipt of your letter dated May 30, 2002. Please be advised that before we will be able to process Ms. Cossey’s accident related claims, we will need you to fill out the enclosed reimbursement/subrogation forms and have Ms. Cossey sign the form. Additionally we need you to sign the enclosed disbursement agreement and return these items.... If any of this information is not received in our office, we will be unable to process Ms. Cossey’s claims. (A.R., filing 32, at 167 202.) Counsel responded via fax dated June 11, 2002, and objected to the Plan’s refusal to pay benefits absent his and Karla Cos-sey’s execution of the “reimbursement/sub-rogation forms” and “disbursement agreements.” His response states, inter alia, You state in your letter that you will be “unable” to continue processing Karla’s health care claims unless both she and I sign the subrogation contracts that you provided with your letter. Your subrogation contracts would create a cause of action, which does not presently exist, allowing your Plan to sue both Karla and me for breach of contract if we disagree at the end of the case to the rightful amount of your claim for reimbursement.... This firm and our co-counsel ... are responsible for looking after the best interests of Karla, not those of your Plan. It is possible that we will disagree with you at the end of this case as to how much you are entitled to take away from Karla in the name of subrogation. Thus, you are effectively insisting that we forfeit our ability to pursue Karla’s best interests by contractually agreeing to pay you whatever you may demand at the end of this case, no matter whether or not we agree that your demand is fair to Karla.... (A.R., filing 32, at 167 204) (citing Southern Council of Industrial Workers v. Ford, 83 F.3d 966 (8th Cir.1996).) Counsel requested that the Plan provide authority for its position that it could refuse to pay benefits to Karla Cossey absent her and counsel’s signatures on the “subrogation contracts.” (Id. at 205.) The Plan responded to counsel’s request in a letter dated June 11, 2002. (See A.R., filing 32, at 167 206.) This letter states, in part, The Plan language includes a Right to Reduction, Reimbursement and Subro-gation provision, which clearly states 100% reimbursement is required with no reduction for attorneys’ fees. This provision further states 100% reimbursement is required regardless of whether the participant was made whole or not as well as that the Plan has first priority from any judgment, payment or settlement. ... Please refer to page 43 of the enclosed Summary Plan Description. There it states, “To aid the Plan in its enforcement of its right of reduction, recovery, reimbursement and subrogation, you and your representative must, at the Plan’s request and at its direction: Take any action; give information; and execute documents so required by the Plan. Failure to aid the Plan and to comply with such requests may result in the Plan’s withholding or recovering benefits, services, payments or credits due or paid under the Plan.” ... (Id.) Shortly thereafter, counsel submitted health insurance claim forms to the Plan. (See A.R., filing 32, at 167 10-17.) The Plan responded that the claim forms would be entered into its system, but added that “we will be happy to give further consideration to [Ms. Cossey’s] accident-related claims, immediately upon receipt of the information we have previously requested from you.” (Id. at 167 18.) On July 29, 2002, counsel wrote to the Plan and reiterated his refusal to sign, or to have Karla Cossey sign, the “additional subrogation contracts.” (Id. at 167 211.) Counsel also requested documents from the Plan and asked that certain information be included in the administrative record. (See id. at 167 211-212.) In a letter dated August 5, 2002, the Plan informed counsel that it had enclosed all documents that it was required to provide and that the other requested documents were already in the possession of Karla Cossey. (A.R., filing 32, at 167 214.) The plan also advised counsel that “all of Ms. Cossey’s accident-related claims will be denied until you provide us with both the signed reimbursement agreement from Ms. Cossey and the signed disbursement agreement from yourself.” (Id.) Finally, the Plan represented that “all internal and external correspondence as well as claims received, medical records, etc” would be “maintained within the claims system.” (Id.) On September 5, 2002, an appeals coordinator from the Wal-Mart Benefits Administration Appeals Department notified the Cosseys that the Committee denied their request that the Plan “pay Karla’s medical claims without a signed Disbursement Agreement.” (A.R., filing 32, at 167 225-226.) The plaintiffs’ counsel replied on September 16, 2002, with an “appeal and ... request that [the Appeals Department] review the denial of each of the claims.... ” (Id. at 167 227.) In response to this letter, the appeals coordinator wrote, “according to the Plan I have no authority to overturn the Administrative Committee’s decision of denial,” and “[y]our only recourse is to pursue litigation.” (Id. at 167 425.) The Cosseys continued to submit medical bills and records to the Plan, but evidence suggests that many of these documents were not included in the administrative record. (Compare filing 95, ¶¶ 84, 150, 209-226 with filing 108, ¶¶ 84, 150, 209-226.) In any event, the Plan did not pay the bills submitted by the plaintiffs’ counsel. Counsel appealed these benefits denials, but on March 6, 2003, the Plan informed Karla Cossey that the Committee decided to deny her appeals. (See filing 94, Ex. 13 at 056-062; filing 107, Ex. A, Herbaugh Aff. ¶2.) In April 2003, a settlement was reached in Karla Cossey’s personal injury action. The amount and terms of this settlement have not been disclosed. On November 4, 2003, the Plan informed the plaintiffs that “Ms. Cossey’s medical benefits are now subject to reduction since she has obtained a settlement from the third parties responsible for her injuries.” (Filing 107, Ex. A-2 at page 3.) On November 7, 2003, Karla Cossey appealed this determination. (See filing 107, Ex. A-4.) I note parenthetically that while the appeal was pending, the Plan issued dozens of “Explanation of Benefits” forms concerning medical services provided to Ms Cossey between October 11, 2001, and September 29, 2003. (See filing 94, Ex. 14.) Many of these forms indicate that charges for these services would not be covered by the Plan because “[t]he covered person has recovered a settlement because of an accident,” and “[t]he covered person’s benefits are subject to the Plan’s Right to Reduction and Judgement/Settlements provisions.” (E.g., filing 94, Ex. 14 at 002.) Ms. Cossey’s appeal was denied on March 12, 2004. (See filing 113, Ex. 1.) The plaintiffs filed their sixth amended complaint on April 26, 2004. (See Sixth Am. Compl., filing 121.) The plaintiffs seek, inter alia,: 1) a declaratory judgment that the defendants violated their fiduciary duty to the plaintiffs; 2) a declaratory judgment that the defendants cannot require the plaintiffs (or any other covered person) or their counsel to sign “subrogation-reimbursement agreements” as a condition to the payment of benefits; 3) an order requiring the defendants to pay fines incurred as a result of their alleged failure to provide the plaintiffs’ counsel with a copy of the administrative record and other documents; and 4) an order that the defendants pay, with interest, all medical expenses relating to Karla Cossey’s automobile accident, including any fees, expenses, and increased charges caused by the defendants’ refusal to provide benefits. (See id. at 15-17.) I note, however, that the sum of the medical expenses that Karla Cossey has accrued has not been established conclusively. There is evidence that as of August 15, 2003, the Plan received $75,512.10 in medical claims and had paid $598.27 in benefits. (See filing 93, Ex. 12 at 8.) However, there is also evidence that as of this same date, the Plan received $69,203.60 in claims and had paid $110.46 of that amount. (See filing 92, Ex. 8.) II. STANDARD OF REVIEW A. Summary Judgment A motion for summary judgment shall be granted by the court when “there is no genuine issue as to any material fact and ... the moving party is entitled to a judgment as a matter of law.” Fed.R.Civ.P. 56(c). A “material” fact is one “that might affect the outcome of the suit under the governing law....” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). A genuine issue of material fact exists when there is sufficient evidence favoring the party opposing the motion for a jury to return a verdict for that party. Id. In determining whether a genuine issue of material fact exists, the evidence is to be taken in the light most favorable to the nonmoving party. Adickes v. S.H. Kress & Co., 398 U.S. 144, 157, 90 S.Ct. 1598, 26 L.Ed.2d 142 (1970). If the moving party meets the initial burden of establishing the nonexistence of a genuine issue, then the burden shifts to the nonmoving party to produce evidence of the existence of a genuine issue for trial. Celotex Corp. v. Catrett, 477 U.S. 317, 323-24, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). The nonmoving party “must present affirmative evidence in order to defeat a properly supported motion for summary judgment,” Anderson, 477 U.S. at 257, 106 S.Ct. 2505, and “may not rest upon mere allegation or denials of his pleading, but must set forth specific facts showing that there is a genuine issue for trial,” id. at 256, 106 S.Ct. 2505 (citing Federal Rule of Civil Procedure 56(e)). “[T]he filing of cross motions for summary judgment does not necessarily indicate that there is no dispute as to a material fact, or have the effect of submitting the cause to a plenary determination on the merits.” Wermager v. Cormorant Township Board, 716 F.2d 1211, 1214 (8th Cir.1983) (citations omitted). If the materials submitted by the parties support conflicting inferences with respect to any material fact, summary judgment is not appropriate. See id. B. ERISA STANDARD OF REVIEW FOR SUITS BROUGHT PURSUANT TO 29 U.S.C. § 1132(a)(1)(B) An ERISA plan participant or beneficiary may bring a civil suit “to recover benefits due to him under the terms of the 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). The plaintiffs’ amended complaint includes such a cause of action; therefore, I must determine the appropriate standai-d of review. “[A] denial of benefits challenged under § 1132(a)(1)(B) is to be reviewed under a de novo standard unless the benefit plan gives the administrator or fiduciary discretionary authority to determine eligibility for benefits or to construe the terms of the plan.” Firestone Tire and Rubber Co. v. Bruch, 489 U.S. 101, 115, 109 S.Ct. 948, 103 L.Ed.2d 80 (1989). In that case, the administrator’s decision is ordinarily reviewed for an abuse of discretion. Conley v. Pitney Bowes, 176 F.3d 1044, 1048 (8th Cir.1999). However, a less-deferential standard of review may apply—even if the plan gives discretionary authority to the administrator—if the claimants “present material, probative evidence demonstrating that (1) a palpable conflict of interest or a serious procedural irregularity existed, which (2) caused a serious breach of the plan administrator’s fiduciary duty to [the claimants].” Woo v. Deluxe Corp., 144 F.3d 1157, 1160 (8th Cir.1998). In the instant case, I note that the Plan contains the following language: The Plan Administrator [ (i.e., the Committee) ] shall have complete discretion to interpret the provisions of the Plan, make findings of fact, correct errors, supply omissions, and determine the benefits payable under a Welfare Program. (A.R., filing 32, at 167 173.) This language clearly confers “discretionary authority to determine eligibility for benefits [and] to construe the terms of the plan,” which suggests that the Committee’s determinations are entitled to deference. Bruch, 489 U.S. at 115, 109 S.Ct. 948; Conley, 176 F.3d at 1048. However, the plaintiffs argue that conflicts of interest and serious procedural irregularities exist, and therefore the Committee’s decisions are entitled to little or no deference. {See filing 91 at 28-43.) I shall consider each of the plaintiffs’ arguments in turn. Preliminarily, I note that the plaintiffs have been allowed to conduct limited discovery for the purpose of assembling “material, probative evidence” to support a less-deferential standard of review, (see Order, filing 50), and I shall consider the evidence submitted by the plaintiffs even if it does not appear in the Administrative Record. See Farley v. Arkansas Blue Cross & Blue Shield, 147 F.3d 774, 776 n. 4 (8th Cir.1998). 1. Financial Conflict of Interest The plaintiffs argue first that because the members of the Committee hold financial stakes in Wal-Mart Stores, Inc., there exists a financial conflict of interest that warrants heightened scrutiny of the Committee’s decisions. Although there is a potential for a conflict of interest when a plan is partially self-funded, see Tillery v. Hoffman Enclosures, Inc., 280 F.3d 1192, 1198 (8th Cir.2002), “[n]ot every funding conflict of interest ... warrants heightened review, because ERISA itself contemplates the use of fiduciaries who might not be entirely neutral,” id. at 1197 (citations omitted). The defendants’ discovery responses establish that “Wal-Mart Stores, Inc. funds approximately two-thirds of the trust established for the [Plan],” and “[t]he remaining one-third of the trust funds are contributed by plan participants who elect coverage under the Plan.” (Filing 92, Ex. 5 at 3.) Furthermore, there is evidence that the members of the Committee have financial stakes in Wal-Mart Stores, Inc. ranging from approximately .$50,000.00 to $1,080,000.00. (See filing 92, Ex. 11 at 2.) Although the defendants allege that these financial stakes represent a tiny fraction (specifically, 0.000015) of the “total outstanding shares for Wal-Mart Stores, Inc.,” (filing 107, Ex. B), two of the members of the Committee testified that their “stakes” in Wal-Mart Stores, Inc., were “significant” or “important” parts of their personal wealth. (See filing 92, Ex. 1 at 44:1-45:8; id., Ex. 3 at 10:22-11:4.) The plaintiffs reason that since Wal-Mart Stores, Inc. funds the Plan, and since the Committee’s members have financial interests in Wal-Mart Stores, Inc., the Committee has an interest in limiting benefits payments in order to preserve Wal-Mart’s Stores, Inc.’s assets. According to the plaintiffs, this interest conflicts with the Committee members’ fiduciary duties, and the Committee’s decisions are not entitled to deference. I am not persuaded by the plaintiffs’ argument. Though members of the Committee may be employees of Wal-Mart, Inc., such arrangements are. specifically contemplated by ERISA. See 29 U.S.C. § 1108(c)(3); Farley v. Arkansas Blue Cross & Blue Shield, 147 F.3d 774, 776 (8th Cir.1998). There is no evidence that any member of the Committee is given direct financial incentives to deny claims. See Armstrong v. Aetna Life Ins. Co., 128 F.3d 1263, 1265 (8th Cir.1997). While it is true that some, if not all, of the Committee members have significant financial interests in Wal-Mart Stores, Inc., any conflict created by these interests is mitigated by the fact that Wal-Mart Stores, Inc. provides only two-thirds of the funding for the Plan. At bottom, the plaintiffs’ argument depends upon an assumption that the Committee members will act (and have acted) to maximize the value of their stakes in Wal-Mart Stores, Inc. by denying claims in order to preserve the trust fund. This argument is based on speculation, and therefore cannot justify heightened scrutiny of the Committee’s decisions. In short, the plaintiffs have not demonstrated that the Committee members’ financial interests in Wal-Mart Stores, Inc. have created a “palpable conflict of interest” that “caused a serious breach of the plan administrator’s fiduciary duty” to the plaintiffs. Woo v. Deluxe Corp., 144 F.3d 1157, 1160 (8th Cir.1998). 2. Procedural Irregularities The plaintiffs argue too that the defendants’ determinations are entitled to little deference because procedural irregularities caused a serious breach of the Committee’s fiduciary duty. See Woo v. Deluxe Corp., 144 F.3d 1157, 1160 (8th Cir.1998). According to the plaintiffs, these irregularities show that the Committee failed to use judgment in reaching its determination. See, e.g., Buttram v. Central States, Southeast and Southwest Areas Health and Welfare Fund, 76 F.3d 896, 900 (8th Cir.1996). The plaintiffs can establish a failure of judgment by presenting evidence that leaves me with “serious doubts as to whether the result reached was the product of an arbitrary decision or the plan administrator’s whim.” Id. (citation omitted). “For example, where the plan trustee does not inquire into the relevant circumstances at issue; where the trustee never offers a written decision, so that the applicant and the court cannot properly review the basis for the decision; or where procedural irregularities are so egregious that the court has a total lack of faith in the integrity of the decision making process, a court may infer that the trustee did not exercise judgment when rendering the decision.” Id. Here, the plaintiffs argue that the defendants’ failure to use judgment is apparent for several different reasons, each of which will be discussed in turn. First, the plaintiffs assert that the defendants failed “to act through administrative committee members who were aware that their duties as fiduciaries ran to the Plan participants and beneficiaries.” (Filing 91 at 33.) The plaintiffs’ argument is based upon the deposition testimony of a single member of the Committee: Q. Do you know what “fiduciary” means in relation to the role of an administrative committee member? A. Yes. Q. What does it mean, according to your understanding? A. We’re the caretakers of the plan. Q. Okay. Is that your total understanding of what your fiduciary responsibilities are? A. No. That’s not my total understanding, but— Q. Well, what do you mean when you say it’s your duty to be a caretaker of the plan? A. Well, as an administrative committee member, I am a fiduciary of the plan, and I oversee the management of the plan. I can interpret plan provisions. And I also oversee the administration of the plan. Q. And that is your understanding of your fiduciary duties? A. Yes. (Filing 92, Ex. 1 at 26:1-16.) The plaintiffs argue that because this member of the Committee did not volunteer that her fiduciary duty requires her to act “solely in the interests of the Participants and their beneficiaries,” as stated in the Plan, (see A.R., filing 32, at 167 175), and ERISA, see 29 U.S.C. § 1104(a)(1), it follows that the defendants violated these requirements. I note, however, that the witness did not testify that she had no duty to act in the interests of the participants and beneficiaries of the Plan, and I see in her testimony no evidence of a procedural irregularity “so egregious” as to destroy all faith in the “integrity of the decision making process.” See Buttram v. Central States, Southeast and Southwest Areas Health and Welfare Fund, 76 F.3d 896, 900 (8th Cir.1996). Second, the plaintiffs argue that the defendants’ failure to exercise judgment is demonstrated by the Committee’s refusal to consider Karla Cossey’s medical records. In response, the defendants argue persuasively that the medical records were not relevant to the decisions to deny benefits because the denials were based upon the plaintiffs’ and their attorney’s refusal to execute the subrogation, reimbursement, and disbursement agreements. (See filing 106 at 45-47.) I agree that the contents of the medical records are simply not among the “relevant circumstances at issue” with respect to the denials, Buttram v. Central States, Southeast and Southwest Areas Health and Welfare Fund, 76 F.3d 896, 900 (8th Cir.1996); see also Woo v. Deluxe Corp., 144 F.3d 1157, 1160 (8th Cir.1998) (stating that a claimant must establish that the procedural irregularity has “some connection to the substantive decision reached”); however, this is true only insofar as the denials were based upon the plaintiffs’ and counsel’s failure to sign the agreements. To the extent that the defendants seek to rely upon other bases for their decision to deny benefits, the contents of the medical records may well be directly relevant to their decision. For example, the record shows that after the settlement of Karla Cossey’s personal injury action, the defendants reissued “Explanation of Benefits” forms that included new grounds for denying the plaintiffs’ claims. It may be that the medical records are relevant to these new grounds, and thus the defendants’ refusal to consider the records would suggest that the defendants did not use judgment in reaching their decisions. However, as the parties have not explored this issue in their briefs, I shall not attempt now to define the standard of review applicable to all possible “alternate bases” for the denials. Third, the plaintiffs argue that one member of the Committee failed to exercise judgment because her “mind was closed from the beginning.” (Filing 91 at 40.) This argument is based upon the Committee member’s testimony that she voted to deny benefits because of the plaintiffs’ refusal to execute the aforementioned subrogation, reimbursement, and disbursement agreements, and that no other evidence—including Karla Cossey’s medical records—would have altered her vote. (See id. at 38-39 (citing, inter alia, filing 92, Ex. 1 at 18, 19-21, 22-25, 27-28).) However, as I have noted above, the Committee member’s refusal to consider the medical evidence is consistent with the reasoning behind her decision and does not indicate a lack of judgment. Also, the evidence shows that “from the beginning,” the defendants have consistently and repeatedly warned the plaintiffs that their failure to return the agreements provided grounds for the denial of benefits. I do not agree with the plaintiffs’ suggestion that the defendants’ consistency is indicative of “closed-mindedness,” or a lack of judgment. However, as I explained above, the testimony may indicate a lack of judgment insofar as the defendants attempt to introduce alternate bases for their decision to deny the plaintiffs’ claims. Fourth, the plaintiffs argue that their benefits denials were not determined by a majority of the Committee. (See filing 91 at 40.) The trust agreement that gave rise to the Plan provides: Any act which the Plans or Trust Agreement authorizes or requires the Administrative Committee to do may be done by a vote of the Committee, cast at a meeting at which a quorum is present or recorded in writing without a meeting. A quorum for the transaction of business at any meeting of the Administrative Committee shall consist of a majority of the members of the Committee then serving. Action at a meeting of the Committee at which a quorum is present shall be taken by a majority vote of those in attendance. The Administrative Committee may act in writing without a meeting provided such action has the written concurrence of a majority of the Administrative Committee then serving. (A.R., filing 32, at 167 192.) The plaintiffs argue that, in violation of this provision, their claims were considered only by a subcommittee. (See filing 91 at 40 (citing filing 92, Ex. 2 at 13-14, 17).) They claim, “[I]t is possible that a majority of a quorum of the full administrative committee would have granted the Cossey’s appeals,” and “[t]he chances of this might have increased had the members of the administrative committee actually met and discussed the Cosseys’ case.” (Id. at 40-41.) However, I note that the Trust Document states specifically that “[t]he Administrative Committee ... may ... provide for the allocation of fiduciary responsibilities ... among its members.” (A.R., filing 32, at 167 193.) This provision is consistent with section 405(c) of ERISA. See 29 U.S.C. § 1105(c). Similarly, the Wrap Document authorizes the Committee to “appoint individuals or committees to assist in the administration of the Plan.” (Id. at 167 173.) In light of these provisions, and in light of the speculative nature of the plaintiffs’ suggestion that the benefits decision “might” have been affected had more Committee members reviewed it, I am not persuaded that there has been a procedural irregularity “so egregious” as to create a “total lack of faith in the integrity of the decision making process.” See Buttram v. Central States, Southeast and Southwest Areas Health and Welfare Fund, 76 F.3d 896, 900 (8th Cir.1996). I note too that the plaintiffs did not refer me to evidence of the number of subcommittee members who reviewed their claims. It may well be that the subcommittee contained a quorum or majority of the Committee, which would nullify the plaintiffs’ argument. Finally, the plaintiffs argue that the Committee’s decision is entitled to little deference because of its “failure to consider legal issues.” (Filing 91 at 41.) Specifically, the plaintiffs assert that although the defendants’ discovery responses indicate that “the Plan began requiring the attorneys of Plan members to sign disbursement agreements after, and in response to, the U.S. Supreme Court’s decision in [Great-West Life and Annuity Insurance Company v.] Knudson, [534 U.S. 204, 122 S.Ct. 708, 151 L.Ed.2d 635 (2002),]” the Plan’s appeals coordinator and two members of the Committee “testified that they had never heard of Knud-son.” (Filing 91 at 41-42.) According to the plaintiffs, the Committee members’ lack of legal sophistication prevented them from considering the “legal implications of their actions,” even after the plaintiffs’ attorney submitted legal arguments in support of the plaintiffs’ claims. (Id. at 43.) However, as the defendants note, the plaintiffs cite no authority in support of their argument that unfamiliarity with specific cases or legal arguments amounts to a failure of judgment, and there is no dispute that plan administrators and fiduciaries need not possess formal legal training. Therefore, I find that ignorance of the Supreme Court’s decision in Knudson does not raise “serious doubts as to whether the [Committee’s determination] was the product of an arbitrary decision or the plan administrator’s whim,” Buttram v. Central States, Southeast and Southwest Areas Health and Welfare Fund, 76 F.3d 896, 900 (8th Cir.1996), and heightened scrutiny of the Committee’s decisions is not warranted merely because some of the Committee members lacked legal experience. In sum, I conclude that the plaintiffs have not presented “material, probative evidence demonstrating that (1) a palpable conflict of interest or a serious procedural irregularity existed, which (2) caused a serious breach of the plan administrator’s fiduciary duty to [them].” Woo v. Deluxe Corp., 144 F.3d 1157, 1160 (8th Cir.1998). Therefore, the defendants’ decision to deny the plaintiffs’ claims for benefits based upon the plaintiffs’ failure to submit signed agreements will be reviewed for an abuse of discretion. Conley v. Pitney Bowes, 176 F.3d 1044, 1048 (8th Cir.1999). “The abuse of discretion standard requires [me] to determine whether the plan administrator’s decision was reasonable; that is, whether a reasonable person could have reached the same decision.” Wald v. Southwestern Bell Customcare Medical Plan, 83 F.3d 1002, 1007 (8th Cir.1996) (citing Donaho v. FMC Corp., 74 F.3d 894, 899 (8th Cir.1996)). Five factors are relevant to this determination: “(1) whether [the plan administrator’s] interpretation is consistent with the plan’s goals; (2) whether the interpretation renders any of the plan’s language meaningless or internally inconsistent; (3) whether the interpretation conflicts with the substantive or procedural requirements of ERISA; (4) whether [the plan administrator] has interpreted the words at issue consistently; and (5) whether the interpretation is contrary to the plan’s clear language.” Id. (citing Finley v. Special Agents Mutual Benefit Association, Inc., 957 F.2d 617, 621 (8th Cir.1992)). The Eighth Circuit has stated that “additional evidence gathering is ruled out on deferential review,” Brown v. Seitz Foods, Inc. Disability Benefit Plan, 140 F.3d 1198, 1200 (8th Cir.1998); however, I note that in this case each party relies upon evidence that was not included in the Administrative Record. I shall attempt to confine my review to the Administrative Record, and any reference to “extrinsic” evidence will be identified. III. ANALYSIS A. Whether the Defendants’ Decision to Deny Benefits Was Unreasonable The defendants’ original reason for denying benefits to the plaintiffs was the plaintiffs’ refusal to execute a “Reimburse-menNSubrogation Agreement” and counsel’s refusal to execute a “Disbursement Agreement.” The defendants rely upon the following language, which appears in the 2002 “Associate Benefits Book,” in support of their decision: Right to Reduction, Reimbursement and Subrogation The Plan has the right to 1) reduce or deny benefits otherwise payable by the Plan and 2) recover or subrogate 100 percent of the benefits paid or to be paid by the Plan for covered persons to the extent of any and all of the following payments: — Any judgment, settlement or payment made or to be made, because of an accident ... including but not limitéd to other insurance. — Any auto ... insurance coverage or benefits including, but not limited to, uninsured/underinsured motorist coverage. Cooperation Required The Plan requires covered persons or their representatives to cooperate in order to guarantee reimbursement to the Plan from third party benefits. Failure to comply with this request will entitle the Plan to withhold benefits due to covered persons under the Plan Document. Covered persons or their representatives may not do anything to hinder reimbursement of overpayment to the Plan after you have accepted benefits. NOTES: — The Plan has the right to reduce or withhold future benefits payments for claims filed for covered persons. — The Plan does not pay for charges for medical services, medical supplies or medical treatments to the extent of the amount of any judgment, settlement and/or payment which was previously made on behalf of you or any covered dependent. — The right of reduction, reimbursement and subrogation is based on the Plan language in effect at the time of judgment, payment or settlement. Participant’s Responsibility Regarding Right of Reduction and/or Recovery To aid the Plan in its enforcement of its right of reduction, recovery, reimbursement and subrogation, you and your representative must, at the Plan’s request and at its discretion: — Take any action; — Give information; and •— Execute documents so required by the Plan. Failure to aid the Plan and to comply with such requests may result in the Plan’s withholding or recovering benefits, services, payments or credits due or paid under the Plan. The Plan’s right to reimbursement applies when the Plan pays medical benefits, and a judgment, payment or settlement is made on behalf of the covered person for which the medical benefits were paid. Reimbursement to the Plan of 100 percent of these charges shall be made at the time the payment is received by you, your attorney or other person on your behalf. (A.R., filing 32, at 167 64-65.) After Karla Cossey’s personal injury action was settled, the defendants cited the settlement as an additional reason for denying benefits. In support of this decision, the defendants rely upon the foregoing language and an additional provision in the 2002 Associate Benefits Book, which states, Charges Not Covered Benefits shall not be payable for treatment or services for the following, even if it is standard medical treatment: — Judgments / Settlements. Charges for any medical services, medical supplies or medical treatments to the extent of the amount of any judgment, settlement and/or payment which was previously made on behalf of you or any covered dependant. (A.R., filing 32, at 167 54, 56.) This provision is virtually identical to language appearing among the “Notes” quoted above. OCompare A.R., filing 32, at 167 56 with id. at 167 64.) The Associate Benefits Book that contains the foregoing terms is a “Summary Plan Description,” or SPD. (See A.R., filing 32, at 167 21, 23; filing 19, Ex. B—2); see also 29 U.S.C. § 1022. There is no evidence that these terms appear in any other document or are consistent with the terms of any other document. In other words, the defendants’ decisions to deny the plaintiffs’ claims for benefits were based solely upon the terms of the SPD that are quoted above. The plaintiffs argue that these terms are invalid because the SPD is not part of the Plan and the language relied upon by the defendants was not added to the Plan in accordance with the Plan’s amendment procedures. (See filing 91 at 43-44; filing 117 at 43-48; filing 113, ¶¶ 6, 20-21; and filing 134.) In response, the defendants assert that the portion of the SPD upon which they rely is, indeed, part of the actual “Plan.” (See filing 106 at 51-55.) For the following reasons, I conclude that the plaintiffs are correct, and that the SPD terms quoted above are not valid Plan terms. 1. Whether the SPD Is Part of the Plan. As I noted previously, there is no dispute that the Wrap Document, which was “amended and restated effective January 1, 2001,” is a formal Plan document. (See A.R., filing 32, at 161 167-180.) I shall therefore consult the Wrap Document to determine whether it identifies the SPD as a formal Plan document. According to the Wrap Document, the Plan comprises the Wrap Document itself “and each Welfare Program” that has been “incorporated [therein] by reference.” (See A.R., filing 32, at 167 170.) The Wrap Document defines the term ‘Welfare Program” as follows. “Welfare Program” means a written arrangement that is offered by one or more Employers and incorporated in to the Plan by identification in Appendix A and which provides any employee benefit that would be treated as an “employee welfare benefit plan” under Section 3(1) of ERISA if offered separately. Welfare Program also means any plan established pursuant to Section 125 of the Code if incorporated herein by identification in Appendix A. For purposes of this Plan, only the terms of the formal plan document of each such arrangement is incorporated herein. Where no separate formal plan document exists, the plan document shall consist of any applicable insurance policy or contract and the applicable description of such benefits contained in the Associate Benefits Book [ (i.e., the SPD) ], as modified from time to time, to the extent consistent with any applicable insurance policy or contract. (Id. at 167 170-71.) Citing this language, the defendants argue that the SPD has been incorporated into the Plan because it is identified in Appendix A of the Wrap Document. (See filing 106 at 54.) I disagree. Quite simply, the list of Welfare Programs does not include the SPD. (Compare A.R., filing 32, at 167 180 with id. at 167 21.) However, the foregoing language indicates that the SPD may nevertheless be a formal Plan document under certain circumstances. Specifically, portions of the SPD become part of the Plan if: 1) there is “no separate formal plan document” that provides the relevant benefits; 2) the relevant portions of the SPD describe the benefits set forth in “any applicable insurance policy or contract”; and 3) the relevant portions of the SPD are “consistent with” that policy or contract. (Id. at 167 171.) As I shall explain, there is no evidence that these conditions have been met. Turning first to the question of whether there is a “separate formal plan document” that provides the health benefits sought by the plaintiffs, I note that the list of Welfare Programs incorporated into the Plan includes the “Wal-Mart Associates’ Group Health Plan.” (A.R, filing 32, at 167 180.) Although the title of this plan suggests that it may be relevant, and although it is a formal Plan document by virtue of its designation as a Welfare Program in Appendix A of the Wrap Document, the Wal-Mart Associates’ Group Health Plan has not been produced. Indeed, with the exception of the Trust Document, none of the eleven Welfare Programs listed in Appendix A of the Wrap Document is to be found in the record. At the same time, there is no evidence suggesting that these Welfare Programs do not exist. On the contrary, the record does suggest that the Welfare Programs existed as of January 1, 2001, when the Wrap Document was “restated,” and the Welfare Programs were incorporated by reference therein. (See A.R., filing 32, at 167 167; see also id. at 167 180 (incorporating ‘Wal-Mart Associates’ Group Health Plan” into the Plan).) In any event, since the Welfare Programs have not been produced, it is unclear whether there is a “separate formal plan document” that provides health- benefits to the Plan participants. Even if I were to assume that there is no applicable “separate formal plan document,” the portions of the SPD relied upon by the defendants would be incorporated into the Plan only to the extent that they describe, and are consistent with, the terms of “any applicable insurance policy or contract.” (A.R., filing 32, at 167 171.) The defendants have not identified, submitted, or requested an opportunity to submit any such policy or contract; thus, there is no evidence that the relevant portions of the SPD accurately describe an “applicable insurance policy or contract.” (Id.) Therefore, under the terms of the Plan as stated in the Wrap Document, the relevant portions of the SPD have not been incorporated into the Plan. In sum, the defendants denied the plaintiffs’ claims for benefits based upon language that appears solely in the SPD. However, pursuant to the formal Plan document, the terms of the SPD are incorporated into the Plan only if: 1) the SPD is a Welfare Program listed in Appendix A of the Wrap Document; or 2) there is no formal plan document that provides benefits and the relevant SPD terms are consistent with any applicable insurance policy or contract. There is no evidence that these conditions have been met. Therefore, the relevant portions of the SPD are not part of the Plan. The defendants offer several arguments in support of their view that the relevant terms are part of the Plan. (See filing 106 at 51-55.) Although none of these arguments is persuasive, I shall discuss each of them in turn. First, the defendants refer me to the Affidavit of Terri Loftus, (see filing 106 at 51 (citing filing 107, ¶ 35 (citing filing 107, Ex. C, Loftus Aff. ¶ 3))), who is a “Benefits Manager” employed by Wal-Mart Stores, Inc. Loftus’s affidavit is not part of the administrative record; nevertheless, I shall consider whether it is helpful in identifying the formal Plan documents. Loftus states, The terms of the Wal-Mart Stores, Inc. Associates’ Health and Welfare Plan are set forth in the Wrap Document and the Summary Plan Description. The Plan is not limited to the Wrap Document only. Instead, the Summary Plan Description is part of the “Plan.” (Filing 107, Ex. C., Loftus Aff. ¶ 3.) Lof-tus’s statement is evidence that Wal-Mart Stores, Inc.’s Benefits Manager deems the SPD to be a formal Plan document. It seems to me, however, that Loftus’s statement does not establish that the Plan truly consists of the Wrap Document and the SPD. The latter issue is of primary interest, and Loftus’s conclusory statement does not inform my analysis of it. Cf. Miller v. Citizens Security Group, Inc., 116 F.3d 343, 346 (8th Cir.1997) (“A con-clusory statement in an affidavit, however, cannot create a genuine issue of material fact which precludes summary judgment.” (citing Jackson v. Anchor Packing Co., 994 F.2d 1295, 1303-04 (8th Cir.1993))). In sum, I am not persuaded that the SPD is a formal Plan document merely because the defendants’ benefits manager declares it to be so, particularly when her declaration contradicts the Plans’ terms. Second, the defendants argue that the SPD “is a summary of the Plan’s provisions.” (Filing 106 at 52 (citing filing 91 at 43-44).) While it is true that an SPD is meant to be a “plain language summary of the plan’s terms,” Palmisano v. Allina Health Systems, Inc., 190 F.3d 881, 888 (8th Cir.1999) (citing 29 U.S.C. § 1022(a); 29 C.F.R. § 2520.102-2), it does not follow that the relevant portions of the SPD in this case are part of the Plan. Furthermore, I point out that there is no evidence that the relevant portions of the SPD accurately summarize the terms of any formal Plan document. The related question of whether the SPD may properly add new terms to the Plan is discussed below. (See infra Part III.A.2.) In connection with their second argument, the defendants also claim that neither the Trust Document nor the Wrap Document state that the Wrap Document is “the only Plan document.” (Filing 106 at 52.) I have reviewed the Trust Document and the Wrap Document, (see A.R., filing 32, at 167 167-198), and I find that the defendants’ claim is accurate insofar as it goes. Again, however, it does not follow that the relevant portion of the SPD must be part of the Plan. Third, the defendants argue that the plaintiffs should not be allowed to “claim entitlement to the medical benefits described in the Summary Plan Description while repudiating the same document.” (Filing 106 at 52.) The defendants’ argument is based upon Health Cost Controls of Illinois, Inc. v. Washington, 187 F.3d 703 (7th Cir.1999), which is readily distinguishable from the instant case. In Washington the court stated, One loose end remains to be tied up, however. Although we have spoken of “the plan itself’ and quoted language from the summary plan description referring to “the Plan,” Washington denies that the plan, on which Health Cost necessarily predicates its claim for reimbursement, was ever placed in evidence. What we (and Health Cost) have called “the plan” is a document entitled “Subscriber’s Service Agreement,” which is in the record but which states that it (like the summary plan description) is only a “summary” and that the “Group Service Agreement,” which is not in the record, is the real plan document. This kind of confusion is all too common in ERISA land; often the terms of an ERISA plan must be inferred from a series of documents none clearly labeled as “the plan.” See, e.g., Milwaukee Area Joint Apprenticeship Training Comm. v. Howell, 67 F.3d 1333, 1338 (7th Cir.1995); Horn v. Berdon, Inc. Defined Benefit Pension Plan, 938 F.2d 125 (9th Cir.1991) (per curiam). An uncontested affidavit in the record states that the Subscriber’s Service Agreement, which is what Health Cost is treating as the plan, indeed provided the basis for administering the employee welfare plan. It is also uncontested that the “full benefits” that Washington received were determined in accordance with that document. Whether the Group Service Agreement even exists (it may have been issued by Michael Reese and lost in the shuffle when Humana acquired Reese), and whether if so it differs from the Subscriber’s Service Agreement in any respect material to this case, we do not know. But having obtained benefits in accordance with the latter agreement, it ill behooves Washington to turn around and deny that the agreement is the authoritative plan document. It is not as if she were offering to reimburse Humana should it turn out that the Group Service Agreement entitles her to fewer benefits than the Subscriber’s Service Agreement. Just as the employee welfare plan would be es-topped to set up “the plan itself’ as a defense to a claim for benefits if Washington had reasonably relied on the language of the summary plan description, .so she is estopped to repudiate the plan document on the basis of which she obtained her full benefits, which she wishes to retain. Washington, 187 F.3d at 712. Unlike Washington, in the instant case the documents that are “the Plan” have been identified in the Wrap Document, and the SPD is not among them. Although the “ERISA land” confusion cited by the court in Washington is present in this case, the confusion here is of a different nature. As I noted above, the Wrap Document does not appear to contemplate an arrangement wherein the Wrap Document itself is the only formal Plan document, and I think it likely that formal Plan documents are missing from the record. The defendants would have me fill the gaps left by the missing formal documents by deeming the SPD a formal document. To the extent that Washington favors this approach, I find it unpersuasive in this case. I see no reason to deem the SPD a formal Plan document, in contravention of the Plan’s terms, merely because the defendants have not produced additional formal documents, or because the defendants chose to treat the SPD as if it were a formal Plan document. Washington is distinguishable in other respects as. well. For example, here there is no uncontested evidence that the SPD “provided the basis for administering the employee welfare plan.” Washington, 187 F.3d at 712. On the contrary, the basis for administering the Plan is contained within the Wrap Document. (See A.R., filing 32, at 167 172-175.) Also, while it is arguable that the denials of the plaintiffs’ benefits “were determined in accordance” with the SPD, Washington, 187 F.3d at 712, it does not follow that these determinations were consistent with the terms of the Plan. In essence, the defendants claim that under Washington, the plaintiffs are estopped from objecting to the “Right to Reduction, Reimbursement and Subrogation” provisions of the SPD because their claims for benefits can only proceed under the SPD. However, there is no evidence that the SPD is part of “the Plan,” much less that the plaintiffs’ claims can proceed only under the SPD. Relatedly, and relying upon Washington once again, the defendants assert, If the Plan argued that it did not have to pay the benefits described in the Summary Plan Description because those benefits are not described in the Wrap Document, this Court would mock such an argument. The Plan could not set up “the Wrap Document” as a defense to not paying the benefits described in the Summary Plan Description by arguing that the Summary Plan Description is not part of the “Plan.” Plaintiffs are pressing this unbelievable position. (Filing 106 at 52.) The defendant’s argument is not persuasive. Indeed, it is obvious that the plaintiffs are not pressing the “unbelievable” position that the defendants suggest. Instead, the plaintiffs have argued—and the record shows—that the Plan’s own terms do not support the defendant’s claim that the SPD is incorporated into the Plan. It is the defendants who have taken the position that they may use the SPD “as a defense to not paying the benefits,” despite the fact that there is no evidence that the SPD contains an accurate summary—much less a formal statement—of the Plan’s terms. It has not escaped my notice that the defendants’ argument, not the plaintiffs’, mirrors the position that the defendants themselves describe as “unbelievable.” It is true that under some circumstances, a defendant could be bound by inaccuracies in an SPD. See, e.g., Palmisano v. Allina Health Systems, Inc., 190 F.3d 881, 887-88 (8th Cir.1999) (describing circumstances under which erroneous terms in SPDs are deemed controlling). For example, in view of the fact that “employee benefit plans are usually lengthy and highly technical documents,” and given ERISA’s goal of providing “[ajdequate disclosure to employees,” Jensen v. SIPCO, Inc., 38 F.3d 945, 952 (8th Cir.1994), it has been held often that the terms of the SPD prevail in the event of a conflict between the SPD and the formal plan documents, see id.; Marolt v. Alliant Techsystems, Inc., 146 F.3d 617, 621 (8th Cir.1998); Barker v. Ceridian Corp., 122 F.3d 628, 633 (8th Cir.1997). However, the defendants have not persuaded me that a rule that serves to protect claimants against “obscure passage[ ]s in ... transactional document[s] only lawyers will read and understand,” Marolt, 146 F.3d at 621, ought to serve the interest of the defendants in this instance. See Schultz v. Stoner, 308 F.Supp.2d 289, 307 (S.D.N.Y.2004) (“In cases of conflict between the terms of an SPD and the Plan itself, we have found that the SPD controls.... It is not clear, however, that this principle applies where, as here, the SPD is being used as a sword rather than a shield.” (Quoting Camarda v. Pan American World Airways, Inc., 162 F.3d 1147, 1998 WL 639300 (2nd Cir.1998))); Paulson v. The Paul Revere Life Insurance Co., 323 F.Supp.2d 919, 938-40 (S.D.Iowa 2004); cf. Grosz-Salomon v. Paul Revere Life Insurance Co., 237 F.3d 1154, 1162 (9th Cir.2001) (“[T]o say that an employee may hold an employer to its own representations is a far cry from saying that an insurer may unilaterally amend a plan summary with an insured in a manner that does not comport with the underlying contract’s provision for changes and then, when the insured fails to detect the change, exploit the oversight to the detriment of the insured’s employees.”). Fourth, the defendants argue that “the Wrap Document and the [Trust Document] state that the Summary Plan Description is part of thé ‘Plan.’ ” (Filing 106 at 53.) The Trust Document states,' “The Administrative Committee shall prepare and cause to be delivered to each Associate who is covered’ by one or more of the Plan [sic] booklets describing the Plans by which- the Associate is covered.” (A.R., filing 32, at 167 188.) The defendants claim that since the SPD is the “booklet describing the Plan” referred to in the Trust Document, the SPD must be a formal Plan document. The defendants’ reasoning simply does not bear up against close scrutiny. Indeed, the quoted language suggests that the plaintiffs are covered by some other formal statement of the Plan, and that the SPD merely describes that Plan. It does not follow that the SPD is a formal Plan document. The defendants’ fifth argument is an echo of their fourth. The defendants argue that the SPD must be a part of the Plan because “the [Trust Document] defines the ‘Health and Welfare Plans’ as ‘the programs formulated and adopted to carry out the purposes of the Trust [Document],’ ” and “[t]he Summary Plan Description describes the benefits under the programs formulated to carry out the purposes of the Trust [Document], i.e., to provide medical benefits to the plan participants.” (Filing 106 at 54 (citations omitted).) More succinctly, the defendants argue that the SPD is part of the Plan because it describes the programs that are a part of the Plan and there is no other detailed description of the Plan’s terms in the record. Again, the defendants’ reasoning is not persuasive. Preliminarily, I note that although the SPD ought to be an accurate description of the Plan, there is no evidence that this is true. That aside, the defendants’ characterization of the SPD as. a “Health and Welfare Plan” is not consistent with the terms, of the Wrap Document, (see A.R., filing 32, at 167 170-71 (defining Welfare Program)), the Trust Document, (see id. at 167 188 (“The Trustee shall adopt a formal statement of the Health and Welfare Plans in their entirety.... The Administrative Committee shall prepare and cause to be delivered to each Associate who is covered by one or more of the Plants] booklets describing the Plans by which the Associate is covered.”)), or the SPD itself, (see id. at 167 150 (“Should any questions ever arise about the nature and extent of your benefits, the formal language of the plan document, not the informal wording of this book, will govern.”)). Sixth, the defendants argue that the SPD is a Welfare Program identified in Appendix A of the Wrap Document. (See filing 106 at 54.) As I noted above, this argument is not consistent with the record. Finally, the defendants claim that I should conclude that the SPD is a part of the Plan because other courts have already done so. (See filing 106 at 54-55 (citing Wal-Mart Stores Associates’ Health and Welfare Plan v. Bond, No. Civ. A. 96-7522, 1997 WL 330388 (E.D.Pa. June 5, 1997); Walker v. Wal-Mart Stores, Inc., 159 F.3d 938, 940 (5th Cir.1998)).) However, neither of the eases cited by the defendants includes an analysis of the question of whether the SPD is a part of the Plan. In short, I find them to be unpersuasive. In sum, the defendants denied the plaintiffs’ claims for benefits based upon language that appears solely in the SPD because they considered the SPD to be a formal statement of the Plan’s terms. Pursuant to the Plan’s own terms, the terms of the SPD are incorporated into the Plan only if: 1) the SPD has been identified in Appendix A in the Wrap Document; or 2) there is no formal plan document that provides health benefits and the relevant SPD terms are consistent with any applicable insurance policy or contract. There is no evidence that these conditions have been met. Therefore, the relevant portions of the SPD are not part of the Plan. 2. Whether the SPD Amends the Plan. Although the foregoing analysis demonstrates that the SPD is not a formal Plan document, I have considered whether the SPD amounts to a valid amendment to the Plan, such that the relevant portions of the SPD are valid and enforceable against the plaintiffs. The Ninth Circuit has observed that “a provision in [a] summary plan description can establish a new plan term if it meets all the statutory, regulatory, and plan requirements for modifying the plan.” White v. Jacobs Engineering Group Long Term Disability Benefit Plan, 896 F.2d 344, 348 (9th Cir.1989). The plaintiffs argue persuasively that there is no evidence that the relevant portion of the SPD meets the Plan requirements for modifying the Plan. (See filing 117 at 44-45.) The Wrap Document contains the following provision: The Plan is subject to amendment at any time without consent of the Participants. The procedure for amending the Plan, including the addition or deletion of a Welfare Program from Appendix A, shall consist of the Administrative Committee or its delegate submitting proposed Plan amendments to the Executive Committee of the Board of Directors of the Company, receiving its approval, then communicating the amendments along with the effective date of such amendments to Participants. The purchase of an insurance policy, by either the Company or Plan Administrator, to provide Plan benefits, even though constituting part of the formal plan document, may be done without compliance with the amendment procedure of this Section ... if the benefit is properly listed on Appendix A as a Welfare Program. Similarly, an insurance policy providing Plan benefits may be modified by the policy (the Plan Administrator on behalf of the Plan or the Company, as the case may be) without compliance with the amendment procedure of this Section.... (A.R., filing 32, at 167 177-78.) There is no evidence that the relevant portions of the SPD were added to the plan pursuant to the foregoing amendment procedure, nor is there any indication that an exception to the amendment procedure is applicable. As a result, the terms of the SPD upon which the defendants rely are not valid additions to the Plan. Cf. Grosz-Salomon v. Paul Revere Life Insurance Co., 237 F.3d 1154, 1161-62 (9th Cir.2001) (holding that SPD provision granting discretionary authority to the plan administrator is invalid because the term was not part of the policy and did not amend the policy in conformance with the policy’s amendment provisions); Shaw v. Connecticut General Life Insurance Co., 353 F.3d 1276, 1282-84 (11th Cir.2003) (same); Ludlow v. Advo-Systems, Inc. Disability Income Plan, No. 03-4964 MMC, 2004 WL 1844843 at *3-4 (N.D.Cal. Aug. 18, 2004) (holding that SPD provision requiring claimant to present her administrative appeal within 60 days of the claim denial was invalid); Schultz v. Stoner, 308 F.Supp.2d 289, 307 (S.D.N.Y.2004) (“[T]o hold categorically that an SPD which may well narrow the plans’ original participation provisions supersedes the official plan text to the extent there is a conflict would be to permit plan sponsors and fiduciaries to escape obligations undertaken in duly adopted plans by the simple expedient of disseminating more restrictive SPDs. Such a result would be entirely inconsistent with ERISA’s requirements that SPDs be accurate and that plans be administered in accordance with their terms, including compliance with amendment procedures.”) S. Conclusion. The defendants’ decision to deny benefits was based initially upon the plaintiffs’ refusal to execute a “Reimbursement-Sub-rogation Agreement” and counsel’s refusal to execute a Disbu