John Hancock Mut. Life Ins. Co. v. Harris Trust and Sav. Bank, 510 U.S. 86, 36 (1993)

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Cite as: 510 U. S. 86 (1993)

Opinion of the Court

quirement that plan assets be held in trust. § 1103(b)(2) (emphasis added). Notably, the guaranteed benefit policy exemption is not available to "any" insurance contract that provides for guaranteed benefits but only "to the extent that" the contract does so. See Comment, Insurers Beware: General Account Activities May Subject Insurance Companies to ERISA's Fiduciary Obligations, 88 Nw. U. L. Rev. 803, 833-834 (1994). Thus, even were we not inclined, generally, to tight reading of exemptions from comprehensive schemes of this kind, see, e. g., Commissioner v. Clark, 489 U. S. 726, 739-740 (1989) (when a general policy is qualified by an exception, the Court "usually read[s] the exception narrowly in order to preserve the primary operation of the [policy]"), A. H. Phillips, Inc. v. Walling, 324 U. S. 490, 493 (1945) (cautioning against extending exemptions "to other than those plainly and unmistakably within its terms"), Congress has specifically instructed, by the words of limitation it used, that we closely contain the guaranteed benefit policy exclusion.

B

Hancock, joined by some amici, raises a threshold objection. ERISA's fiduciary standards cannot govern an insurer's administration of general account contracts, Hancock asserts, for that would pose irreconcilable conflicts between state and federal regulatory regimes. ERISA requires fiduciaries to act "solely in the interest of the participants and beneficiaries and . . . for the exclusive purpose of . . . providing benefits to participants and their beneficiaries." 29 U. S. C. § 1104(a) (emphasis added). State law, however, requires an insurer, in managing general account assets, "to consider the interests of all of its contractholders, creditors and shareholders," and to "maintain equity among its various constituencies." Goldberg & Altman 477.7 To head off

7 See, e. g., N. Y. Ins. Law § 4224(a)(1) (McKinney 1985) (prohibiting unfair discrimination between contractholders); see also Mack Boring & Parts v. Meeker Sharkey Moffitt, Actuarial Consultants of New Jersey,

97

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