OPINION
This is a dispute regarding the termination of plaintiff-appellant Joel Helfman’s long-term disability (“LTD”) benefits. After suffering various cardiac episodes in late 2003, Helfman began receiving disability benefits from defendant-appellees Gen-worth Life and Health Insurance Company, formerly known as GE Group Life Assurance Company (“Genworth”), and Sun Life Assurance Company of Canada (“Sun Life”). Genworth and Sun Life terminated payment of LTD benefits to Helfman in March 2005 and May 2005, respectively. The district court below found that the Employee Retirement Income Security Act (“ERISA”) governed plaintiffs plan, as plaintiff had not satisfied .the first of four required criteria for the so-called “safe harbor” exemption from ERISA to apply. Applying applicable ERISA standards, the district court upheld defendants’ termination of plaintiffs disability benefits as not arbitrary or capricious. Helfman appeals the finding that his LTD benefits plans are governed by ERISA and the finding that Sun Life’s termination of benefits was not arbitrary or capricious.
For the reasons that follow, we AFFIRM the district court’s finding that ERISA governs plaintiffs LTD plans, but REVERSE the district court’s finding that Sun Life’s termination was not arbitrary or capricious and REMAND the case for further proceedings consistent with this opinion.
I. BACKGROUND
PlaintifFappellant Joel Helfman is a sixty-six-year-old male previously employed by two construction businesses owned by his family, Atlas Filmore Lumber Company (“Atlas Filmore”) and Fairway Construction Company (“Fairway”). Helfman owns 50% оf Atlas Filmore. The two businesses, though separate entities for tax-reporting and Michigan-corporate-entity-identification purposes, are apparently very closely related, sharing the same address, phone number, and Data Universal Numbering System number for government contract work.
Although Helfman worked for both companies, he was officially employed by Atlas Filmore. His official job title appeared to be Secretary-Treasurer, as his employer listed his occupation in Helfman’s claim for short-term disability benefits. Helfman, however, listed his occupation simply as Executive. His employer stated that his job duties entailed “supervis[ing] meetings, estimating, reviewing bids, new products.” Helfman was responsible for supervising ten employees.
In June 2002, Fairway began coverage for its employees under a Group Long-Term Disability Insurance Policy issued by Genworth. In June 2003, Atlas Filmore began coverage for its employees under a Group Long-Term Disability Insurance Policy issued by Sun Life. Atlas Filmore paid premiums for Helfman to both Gen- *387 worth and Sun Life. Helfman alleges he then reimbursed Atlas Filmore the full cost of his premiums, although Sun Life and Genworth dispute the evidentiary support for this assertion. Helfman concedes that it is a factual issue left unresolved by the district court.
On December 23, 2003, Helfman visited his doctor, concerned by burning discomfort in his chest. Helfman had previously suffered a heart attack in 1992, subsequent to which he hаd undergone a balloon angioplasty of his right coronary artery, later undergoing the same procedure on his left anterior descending artery. Helfman is also a long-time smoker and suffers from morbid obesity, hypertension, and diabetes, among other conditions. A heart catheterization subsequent to his December 23 visit revealed severe coronary artery disease. Accordingly, on December 26, 2003, Helfman underwent quadruple bypass surgery. He spent the following months at his condominium in Florida, enrolled in a cardiac rehabilitation program and recuperating in general.
In early January 2004, Helfman applied for and received short-term disability benefits from both Genworth and Sun Life. After the appropriate time period, both started paying LTD benefits. During the first twenty-four months of LTD benefit payment, Sun Life’s policy terms required Helfman to demonstrate that he was unable “because of Injury or Sickness ... to perform the Material and Substantial Duties of his Own Occupation.”
Helfman continued extensive treatment in 2004, undergoing a repeat catheterization in June 2004, after which his primary treating physician, Alan J. Silverman, M.D., elected to treat him medically as opposed to surgically due to his condition. In October 2004, Dr. Silverman’s notes state that Helfman denied chest pain and was exercising on a treadmill without difficulty and without symptoms. In February 2005, Dr. Silverman approved Helfman for gastric bypass surgery to treat his morbid obesity. Throughоut Helfman’s treatment history, however, Dr. Silverman opined that Helfman could not return to work due to stress and the potential for it to exacerbate his condition.
In January 2005, while processing Helfman’s benefits claim, Sun Life learned that Genworth was also paying Helfman benefits. Sun Life notified Genworth, the latter entity which then investigated and discovered that Genworth paid Helfman benefits because of his Fairway insurance, Sun Life because of his Atlas Filmore insurance.
Genworth terminated benefits on March 30, 2005, finding that Helfman was no longer eligible because his benefits from Sun Life qualified as “other income” as that term is defined under Genworth’s policy. Sun Life terminated benefits on May 2, 2005, after a file review by Loretta Dionne, R.N., led it tо determine that Helfman was no longer disabled as defined by the policy. For purposes of LTD benefits, under Sun Life’s policy an individual is totally disabled if “during the Elimination Period and the next 24 months, the Employee, because of Injury or Sickness, is unable to perform the Material and Substantial Duties of his Own Occupation.” In a letter to Helfman, Sun Life found that Dr. Silverman had noted improvements in Helfman’s condition, specifically that in October 2004 he was exercising without difficulty and that he denied chest pain, and that his condition was sufficiently stable for gastric bypass surgery. Sun Life further concluded that Helfman’s subjective complaints of stress did not support an objective finding that he could not perform the material and substantial duties of his рrevious occupation.
*388 In response, Dr. Silverman wrote a letter to Snn Life, again insisting that Helfman was unable to work due to stress and explaining the course of treatment. In pertinent part, Dr. Silverman opined that Helfman remained in a high-risk group for further cardiac events; treatment notes such as his approval for Helfman’s gastric bypass surgery were unrelated to whether he could perform the duties of his occupation. Dr. Silverman specifically opined that the stress of surgery was unrelated to the ongoing stress of Helfman’s occupation. On administrative appeal to Sun Life, Sun Life submitted Helfman’s file for review to Dr. W. Wallace Watson, M.D.; Robert Violetta, M. S., Sun Life’s Rehabilitation Consultant; and Paul W. Swеeney, M.D., a cardiologist. On January 10, 2006, Sun Life informed Helfman that it was upholding the denial of benefits.
Having exhausted his administrative appeals before each entity, on June 14, 2006, Helfman filed suit in the Oakland County Circuit Court for the State of Michigan. Defendant Sun Life removed the case to the Eastern District of Michigan, citing both federal question jurisdiction under ERISA and diversity jurisdiction as grounds for removal. Genworth consented to the removal. Although Helfman disputes that ERISA applies to his case, he concedes that removal was nevertheless proper on diversity grounds.
In an Opinion and Order dated August 8, 2008, the district court found that ERISA applied to Helfman’s program, due to ERISA’s policy goal of promoting a uniform regulatory schemе. Finding that the interpretation sought by Helfman would thwart this goal, the court found the safe harbor exemption from ERISA did not apply. Accordingly, the district court applied ERISA standards of review to Helfman’s claim and found that neither defendant’s decision to terminate benefits was arbitrary or capricious. 1
Helfman timely appealed, reiterating his argument that ERISA does not govern and that state law applies to his claim. Should we find that ERISA applies, Helfman appeals solely the finding that the denial of benefits by Sun Life was not arbitrary or capricioüs.
II. ANALYSIS
A. Applicability of ERISA
Helfman argues that the administration of his disability benefits is not governed by ERISA but rather is governed by state law. Specifically, Helfman argues that he is subject to the “safe hаrbor” exception to ERISA applicability.
The so-called “safe harbor” exempts from ERISA coverage “[cjertain group or group-type insurance programs.” 29 C.F.R. § 2510.3 — l(j). State law governs plans falling within the safe harbor. For the safe harbor to apply, all four of the following criteria must be met:
(1) No contributions are made by an employer or employee organization;
(2) Participation [in] the program is completely voluntary for employees or members;
(3) The sole functions of the employer or employee organization with respect to the program are, without endorsing the program, to permit the insurer-to publi *389 cize the program to employees or membеrs to collect premiums through payroll deductions or dues checkoffs and to remit them to the insurer; and (4) The employer or employee organization receives no consideration in the form of cash or otherwise in connection with the program, other than reasonable compensation, excluding any profit, for administrative services actually rendered in connection with payroll deductions or dues checkoffs.
Id.
§ 2510.3 — l(j)(l) to (4);
see also Thompson v. Am. Home Assurance Co.,
Whether the safe harbor applies in the instant case is a function of the first criterion. Helfman argues that since he reimbursed both companies for his premiums, hе has satisfied the first criterion, despite the fact that the companies contributed to premiums on behalf of other employees under the same group plan. Helfman argues, however, that a “hybrid” approach is appropriate under the safe harbor: because he, as an individual, meets the four criteria of the safe harbor, the governance of his LTD plan is exempt from ERISA and subject to state law, whereas the remaining employees participating in the group plan on whose behalf the company contributes to premiums remain subject to ERISA.
The district court assumed for purposes of argument that Helfman had fully reimbursed his employer the full amount of his premiums. Accоrdingly, the court below addressed the following discrete question of law: under the first criterion of the safe harbor, may various employees who participate in the same plan be subject to differing governing schemes, according to whether they pay their own premiums in full or whether the employer contributes to their premiums in part or in whole? The district court answered in the negative, finding that allowing a single plan to be at once subject to state and federal law, depending on the employee, would frustrate the purposes of ERISA.
Having found that application of the safe harbor was precluded because the first criterion could not, as a matter of law, be satisfied, the district court did not consider the remaining three criteria. Although both appellees argue these three criteria on appeal, because determining whether the remaining three criteria have been met requires findings of fact not developed by the district court, our analysis likewise focuses solely on the first criterion.
With regard to the first criterion, because the district court assumed the truth of the factual issues presented and determined solely the legal issue of whether the same benefits plan may be governed by varying regulatory schemes with respect to any given employee, we review this legal issue de novo, likewise assuming that Helfman fully reimbursed his employers his premiums.
See Waxman v. Luna,
We begin our analysis by considering the policy objectives underlying
*390
ERISA preemption of state law, as these objectives are particularly instructive with respect to this issue. ERISA explicitly preempts “any and all State laws insofar as they may now or hereafter relate to any employee benefit plan.” 29 U.S.C. § 1144(a). “The purpose of ERISA preemption was to avoid conflicting federal and state regulation and to create a nationally uniform administration of employee benefit plans.”
Penny/Ohlmann/Nieman, Inc. v. Miami Valley Pension Corp.,
Indeed, the Supreme Court has previously expressed its disapproval of the very result that Helfman seeks because it would thwart these policy objectives. In
Raymond B. Yates, M.D., P.C. Profit Sharing Plan v. Hendon,
The policy objectives underlying ERISA and the Supreme Court’s dicta in Yates heavily inform our analysis. Drawing therefrom, it is clear that the selective application of ERISA that Helfman seeks would frustrate the purposes underlying preemption and lead to the anomaly criticized in Yates. Although Helfman argues that allowing a so-called “hybrid” approach would lead to “no real detriment,” we disagree. The problems such disparate governance could create could indeed be myriad. For example, a nationwide corporation could potentially have thousands or even hundreds of thousands of employees under the same plan, for some of whom the plan is governed by the law of their particular state and for others of whom the plan is governed by ERISA. The nationwide plan precisely illustrates the problem that Helfman’s narrow focus has failed to recognize but that Congress foresaw: because our nation comprises fifty stаtes, state regulation of plans creates the potential for fifty (or indeed more) conflicting governance structures. Uniform governance under federal law avoids these conflicts.
Nevertheless, Helfman attempts to overcome the application of the above policy considerations in general and the
Yates
case in particular by arguing that the “circumstances and equities are not on all fours” with the instant case. Although Helfman is correct that the holding in
Yates
does not govern the precise issue we face, the practical effect identified and avoided by the Court in reaching that holding is the same: namely, to apply the safe harbor as requested by Helfman would lead to “the anomaly that the same plan will be controlled by discrete regimes.”
Yates,
*391
We likewise disagree with Helfman’s attempt to analogize the instant ease to our ruling in
Thompson v. American Home Assurance Co.,
But Helfman oversimplifies the issue. Reducing the analysis to a mere determination of which regulatory scheme the employee wishes to be subject to would lead to the very lack of uniformity that ERISA preemption was intended to prevent. Moreover, applying an employee-based vantage point to the third criterion is appropriate because it holds an employer responsible for its representations, and importantly such a framework does not lead to differing legal regimes governing the same program. But such a framework serves no such purpose with regard to the first criterion and indeed would lead to the anomaly we seek to avoid.
We also disagree with Helfman’s contention that this so-called “hybrid” approach is not only permitted under the first criterion but indeed would be desirable, as it would best achieve the goal of ERISA of “protecting] ... the interests of participants in employee benefit plans.” 29 U.S.C. § 1001(b). Contrary to Helfman’s assertion, we recently found ERISA’s extensive preemption provisions were actually intended to advance the protection of participants’ interests under § 1001(b) by “ensur[ing] that employee benefit plan regulation would be exclusively a federal concern.”
Am. Council of Life Insurers v. Ross,
Accordingly, we hold that if an employer contributes to any employee’s payment of premiums, ERISA must apply to the entirety of the particular insurance program, regardless of whether one or more employees pays his own premiums in full. 2 Because Helfman’s employer con *392 tributed to premiums on behalf of the majority of the employees, the first criterion of the safe harbor еxception cannot be met, and the judgment of the district court in that respect is affirmed.
B. Whether Sun Life’s Termination of LTD Was Arbitrary and Capricious
Because the plan at issue is subject to ERISA, ERISA standards of review apply. “We review
de novo
the decision of a district court granting judgment in an ERISA disability action based on an administrative record. If, as here, the insurance plan administrator is vested with discretion to interpret the plan, [
3
] we review the denial of benefits under the arbitrary and capricious standard.”
DeLisle v. Sun Life Assur. Co. of Can.,
Helfman argues that even if we find ERISA to be applicable, the denial of benefits by Sun Life should be reversed as arbitrary and capricious. Helfman raises the following issues on appeal:
Sun Life failed to give proper consideration to the demands of his employment; failed to consider the stress attributable to his work circumstance; did not investigate his work circumstance; did not consult with his long-standing treating physician; did not conduct an independent medical exam; and[ ] did not cause a faee[-]to[-]face meeting with and evaluation of Helfman.
Helfman further argues that the district court failed to take into account Sun Life’s conflict of interest as both the arbiter and payor of benefits.
1. Conñict of Interest
“[A] conflict of interest exists for ERISA purposes where the plan administrator evaluates and pays benefits claims, even when, as here, the administrator is an insurance company and not the beneficiary’s employer.”
DeLisle,
Here, it appears that Sun Life used a combination of in-house consultants and independent consultants in reviewing Helfman’s claim. Accordingly, the conflict of interest due to Sun Life both determining eligibility for benefits and paying those benefits should at least be considered.
See Moon v. Unum Provident Corp.,
2. File Review
Helfman argues that Sun Life’s reliance on a file review, in lieu of a physical examination, as well as its failure to interview Dr. Silverman, demonstrate that it did not engage in a principled decision process. Sun Life responds that this “does not undermine” its determination, as Helfman has not identified any evidence that was overlooked or not considered by Sun Life.
Sun Life is correct that there is “nothing inherently objectionable about a file review by a qualified physician in the context of a benefits determination.”
Calvert v. Firstar Fin. Inc.,
With regard to interviews of physicians, although persons conducting a file review are not per se required to interview the treating physician, the plan administrator must provide them with all letters from a claimant’s physician, which the file reviewer must consider.
See, e.g., Glenn v. Metro. Life Ins. Co.,
Here, Sun Life specifically reserved the right, at its own expense, “to have any person, whose Injury or Sickness is the basis of a claim ... examined by a Physician, other health professional or vocational expert of its choice.” Because the right to do so was reserved by the plan, its failure to examine Helfman raises questions about the thoroughness and accuracy of its review of his claim,
see, e.g., Calvert,
On the other hand, although Helfman has also argued that a failure to interview Dr. Silverman supports a finding that its
*394
decision was arbitrary and capricious, we disagreе. Sun Life did not, by its policy or by other directive, require those persons conducting the file review to interview Dr. Silverman, and although the plan rejected Dr. Silverman’s findings, his letters were extensively reviewed.
Cf. Glenn,
3. Stress
We turn now to Helfman’s argument that Sun Life inappropriately disregarded his claims that the stress of his job prevented him from working, as well as Dr. Silverman’s insistence that Helfman not work lest stress exacerbate his condition and lead to further cardiac episodes. Helfman further contends that Sun Life did not adequately account for stress in his job description. Sun Life determined that stress was merely a factor of Helfman’s risk of relapse, not a condition preventing him from performing the material and substantial duties of his oсcupation. Accordingly, while Sun Life acknowledged that Helfman subjectively believed that stress was keeping him from working, Sun Life found that objectively he was capable of returning to work, with the potential of future cardiac episodes due to stress being a mere risk of relapse.
First, a cursory review of the final letter denying benefits demonstrates that Sun Life did not reach its decision based on a “deliberate, principled reasoning process ... supported by substantial evidence.”
Bennett v. Kemper Nat’l Servs., Inc.,
Yet even where Sun Life explained its decision, we are troubled by the stated reasons therefor. In its initial letter terminating LTD benefits, Sun Life explained that it merely found stress to be a factor in Helfman’s risk of relapse, rather than an objective medical condition preventing him from working. This court, however, has previously rejected such arguments. In
Evans v. UnumProvident Corp.,
We followed
Evans
in
Glenn v. Metropolitan Life Insurance Co.,
Likewise, in the instant case, the terms of Helfman’s LTD policy do not preclude “prophylactic” restrictions and limitations on Helfman’s ability to work from consideration. Yet like the defendants in Evans and in Glenn, Sun Life rejected Dr. Silver-man’s suggested restrictions and limitations from work on the basis of their being prophylactic factors to prevent Helfman’s condition from worsening in the future. Because the terms of the policy do not preclude prophylactic factors from consideration when determining whether an employee can perform his occupation, the administrator’s rejection as such is a factor weighing in favor of a finding that the decision was arbitrary and capricious. Glenn further supports a finding that stress may be a factor in individuals with heart conditions that may prevent them from working.
Moreover, Sun Life’s rejection of Helfman’s claims of stress as a subjective complaint is inappropriate. The fact that stress is highly subjective does not, under the terms of the policy, render it irrelеvant to a determination of disability.
Glenn,
Finally, in rejecting Helfman’s claims of stress based on their subjective nature, it appears that Sun Life implicitly made a credibility determination as to the nature and extent of Helfman’s stress. As this court has repeatedly found, however, where an administrator exercises its discretion to conduct a file review, credibility
*396
determinations made without the benefit of a physical examination support a conclusion that the decision was arbitrary.
See, e.g., Smith v. Cont’l Cas. Co.,
In sum, Sun Life’s thoroughness with regard to Helfman’s stress is to be questioned, based on its disregard of Dr. Silverman’s admonition that Helfman not work; its dismissal of claims of stress as purely subjective and therefore not relevant; and its failure to conduct a physical examination.
Based on the above review of Sun Life’s decision-making process, we find that Sun Life’s denial of Helfinan’s disability benefits was arbitrary and capricious. While none of the factors alone is dispositive, we find that, as a whole, they support a finding that Sun Life did not engage in a deliberate and principled reasoning process. We so cоnclude despite the high deference accorded the plan administrator under the arbitrary-and-capricious standard of review, as this deference “does not mean our review must also be inconsequential. While a benefits plan may vest discretion in the plan administrator, the federal courts do not sit in review of the administrator’s decisions only for the purpose of rubber stamping those decisions.”
Moon v. Unum Provident Corp.,
We do not, however, find that the record clearly establishes that Helfman is disabled and that he is therefore entitled to judgment in his favor. “ ‘[W]here the problem is with the integrity of the plan’s decision-making process, rather than that a claimant was denied benefits to which he was clearly entitled,’ ” remаnd to the plan administrator is the appropriate remedy.
Cooper v. Life Ins. Co. of N. Am.,
III. CONCLUSION
For the foregoing reasons, we AFFIRM the judgment of the district court in part, insofar as the district court held that the plan is subject to ERISA, and REVERSE AND REMAND insofar as the district court upheld the denial of benefits by Sun Life as neither arbitrary nor capricious, with instructions to remаnd to the plan administrator for a full and fair review.
Notes
. The district court's opinion was devoid of explanation of these findings. With regard to Sun Life, the district court simply stated, "The Court upholds Sun Life's termination of benefits, based on Helfman's lack of a continuing disability. Sun Life ‘acted rationally] in light of the Plan’s provisions.' ” Op. and Order, Oct. 8.2008, at 11 (quoting
Univ. Hosps. of Cleveland v. Emerson Elec. Co.,
. On June 22, 2009, Genworth submitted additional case citations to the circuit clerk pursuant to Rule 28(j). Although we agree with the result advocated by appellees Genworth and Sun Life, we do not find that the additional case citations submitted by Genworth support this conclusion. In the first case cited, while the district court found that the first criterion had not been satisfied, as Helfman notes, the court denied summary judgment on the grounds that a genuine issue of material fact remained as to who paid the premiums.
Roberts v. Principal Life Ins.,
No. 07-11936,
. The plan grants Sun Life full discretionary authority "to make all final determinations regarding claims for benefits under the benefit plan insured by this Policy,” including, but not limited to, "the determination of eligibility for benefits, based upon enrollment information provided by the Policyholder, and the amount of any benefits due, and to construe the terms of this policy.”