UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MICHIGAN

ALMA PRODUCTS I, INC. AND 

ALMA PRODUCTS I, INC. 

MEDICAL INSURANCE PLAN,

Plaintiffs,

v.

BLUE CROSS AND BLUE SHIELD 

OF MICHIGAN,

Defendant.

Case No. 14-cv-_________________

Honorable _____________________

JURY TRIAL DEMANDED

COMPLAINT

Plaintiffs Alma Products I, Inc., ("Alma"), and Alma Products I, Inc. 

Medical Insurance Plan (hereafter referred to as the "Plan"), by and through their 

counsel, Varnum LLP, hereby state as their Complaint against Defendant Blue 

Cross and Blue Shield of Michigan ("BCBSM") as follows:

NATURE OF ACTION

1. Plaintiffs entrusted BCBSM to administer Alma's self-insured 

employee benefit Plan. Pursuant to their contract, Alma wired large sums of 

money to BCBSM, which BCBSM was supposed to use to pay employee health 

care claims. Plaintiffs recently learned that, contrary to their contract and 

numerous specific claims reports, BCBSM also skimmed additional 

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administrative fees from the Plan assets Alma provided on behalf of the Plan to 

pay claims. BCBSM's misappropriation of Plan assets is a clear violation of the 

Employee Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. § 1001, 

et seq, as well as Michigan statutes and common law. In fact, as explained below, 

BCBSM's scheme has already been adjudicated by the United States Court of 

Appeals for the Sixth Circuit as fraudulent and unlawful. Plaintiffs bring this suit 

to recover the misappropriated funds and obtain all other relief to which they are 

entitled.

PARTIES, JURISDICTION AND VENUE

2. Alma is a Michigan corporation, with its principal place of business in

Alma, Michigan.

3. Alma, Inc. Welfare Plan is Alma's ERISA-governed benefit plan. 

Alma and the Plan are hereafter collectively referred to as "Plaintiffs."

4. BCBSM is a Michigan non-profit health care corporation organized 

under the Nonprofit Health Care Corporation Reform Act, MCL 550.1101, et seq

(the "Act").

5. This Court has subject matter jurisdiction pursuant to 28 U.S.C. § 

1331 and 29 U.S.C. § 1132 because Plaintiffs' claims arise under ERISA. This 

Court also has supplemental jurisdiction over Plaintiffs' state law claims pursuant 

to 28 U.S.C. § 1367.

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6. Venue is proper in this Court pursuant to 28 U.S.C. § 1391(b) because 

BCBSM resides in the Eastern District of Michigan. Venue is also proper pursuant 

to 29 U.S.C. § 1132(e)(2).

GENERAL ALLEGATIONS

7. Plaintiffs hereby incorporate by reference the allegations contained in 

the preceding paragraphs.

8. Alma is headquartered in Alma, Michigan and is an auto parts 

supplier.

9. Alma offers health care benefits through the Plan. Rather than buy 

health insurance to cover employee health care claims under the Plan, during the 

relevant time period Plaintiffs have opted to self-insure. As such, Alma made 

contributions on behalf of the Plan to cover the actual employee health care costs 

covered by the Plan, up to a large threshold. Plaintiffs bought "stop loss" insurance 

to cover claims that exceeded that threshold.

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A. 2013: First "Hidden Fees" Trial (Hi-Lex v. BCBSM) Results in a 

Judgment Against BCBSM for 100% of Hidden Fees.

10. This case is nearly identical (factually and legally) to Hi-Lex Controls, 

Inc., v. BCBSM, No. 11-cv-12557 (E.D. Mich.), the first Hidden Fees case to 

proceed through trial. Following a nine day bench trial in the Hi-Lex case, the 

Honorable Victoria A. Roberts issued Findings of Fact and Conclusions of Law 

that were sixty-three pages long (the "Hi-Lex FFCL"), awarding the Hi-Lex

plaintiffs 100% of the claimed Hidden Fees, pre-judgment interest back to 1994, 

and attorneys' fees.

11. While Hi-Lex was the first Hidden Fees case to go to trial, it was not 

the first such case in this Court. The original Hidden Fees case is Pipefitters Local 

636 Insurance Fund v. BCBSM, No. 04-73400 (E.D. Mich.), which was filed on 

September 1, 2004. On July 18, 2013, the Sixth Circuit Court of Appeals issued its 

unanimous, published opinion in Pipefitters holding that BCBSM was an ERISA 

fiduciary and that BCBSM violated ERISA by charging the very same fee at issue 

here to its self-insured, ASC customers. Pipefitters Local 636 Insurance Fund v. 

BCBSM, 654 F.3d 618 (6th Cir. 2011). 

12. Following the decision in Pipefitters, on May 14, 2014, the Sixth 

Circuit Court of Appeals issued its unanimous, published opinion in Hi-Lex, 

affirming this Court's decision. Hi-Lex Controls, Inc. v. BCBSM, 751 F.3d 740

(6th Cir. 2014) (the "Hi-Lex Opinion"). The Sixth Circuit in Hi-Lex relied heavily 

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on its prior decision in Pipefitters, noting that Hi-Lex "involves the same ASC, 

same defendant, and same allegations" as its decision in Pipefitters. Id. at *8.

13. Because this case is identical to Hi-Lex in all material respects, where 

appropriate, Plaintiffs will refer to the Hi-Lex FFCL and the Hi-Lex Opinion.

B. Alma Contracted with BCBSM to Administer Its Self-Insured Plan.

14. The framework for the relationship between Plaintiffs and BCBSM 

was contained in the Administrative Services Contract ("ASC"). The ASC was a 

boilerplate document drafted by BCBSM, and it set forth the purported rights and 

responsibilities of each party with regard to BCBSM's administration of the Plan. 

15. Upon information and belief, the ASC between Alma and BCBSM 

was executed by the parties effective in the 1980's. Alma does not have a copy of 

the ASC, but it is believed to be in the possession of BCBSM. 

16. Pursuant to the ASC, BCBSM agreed to administer the Plan by paying 

covered employee health care claims on behalf of the Plan, using money provided 

to it by Alma.

17. The obligations of the parties were outlined in the ASC. The parties 

agreed that BCBSM would process and pay, and Alma would reimburse BCBSM 

for all Amounts Billed related to Enrollees' claims.

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18. "Amounts Billed" is defined in the ASC as the amount Alma owes in 

accordance with BCBSM's standard operating procedures for payment of 

Enrollees' claims.

19. "Enrollees" are defined in the ASC as "Employees and dependents of 

Employees who are eligible and enrolled for Coverage." 

20. In exchange for its services, BCBSM was entitled to an administrative 

fee. 

21. The ASC did not contain any pricing terms. Rather, the specific fees 

to be paid by Alma on behalf of the Plan in exchange for the administrative 

services provided by BCBSM were enumerated in a "Schedule A." Together, the 

ASC and Schedule A formed the parties' contract.

22. The ASC was renewed year after year by the parties through 2014. 

An exemplar Schedule A is attached as Exhibit 1.

C. Plaintiffs Provided BCBSM With Plan Assets, Which Were Controlled 

by BCBSM and Supposed to be Used to Pay Covered Employee Claims.

23. Under the ASC, Plaintiffs were required to prepay the pro rata cost of 

estimated Amounts Billed for that quarter, the pro rata cost of the estimated 

administrative charge for that contract year, and the amount BCBSM determined 

was necessary to maintain the prospective hospital reimbursement funding for that 

contract year. 

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24. The specific prepay amounts to be paid by Plaintiffs were dictated by 

the Schedule A's.

25. Under the ASC, BCBSM was required to provide Plaintiffs with a 

detailed settlement showing Amounts Billed to and owed by Alma during the prior 

available Quarter including any surplus or deficit amounts.

26. The quarterly settlements were used to adjust the future prepay 

amounts upward or downward depending on whether employee health care claims 

were higher or lower than what Alma had previously prepaid on behalf of the Plan.

27. Pursuant to the terms of the ASC, as renewed, Alma wired the 

required prepayments to a BCBSM-owned bank account, on a periodic basis 

through 2014.

28. The prepayments wired to BCBSM's bank account were "Plan Assets" 

as defined by ERISA. Hi-Lex FFCL, at ¶¶ 5, 6, & 180; Hi-Lex Opinion, at *3-4.

29. BCBSM had complete authority and control over the bank account 

and the Plan Assets wired to it by Alma on behalf of the Plan.

30. BCBSM (1) exercised discretionary authority and control with respect 

to management of the Plan; (2) exercised authority and control with respect to 

management and disposition of Plan Assets; or (3) had discretionary authority and 

responsibility in the administration of the Plan. Hi-Lex FFCL, at ¶¶ 180-82; HiLex Opinion, at *3-5.

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D. BCBSM Illegally Skimmed Additional Administrative Compensation 

From the Plan Assets Entrusted to It. 

31. Plaintiffs have recently learned that starting in 1994, BCBSM 

implemented a scheme to secretly obtain more administrative compensation than it 

was entitled to.

32. The scheme is outlined in the Hi-Lex case and also in an internal 

BCBSM memo obtained from that litigation. See Exhibit 2. 

33. The catalyst for BCBSM's scheme is that in 1987 and 1988, BCBSM 

was in poor financial shape. Hi-Lex FFCL, ¶ 9.

34. BCBSM started charging self-funded customers subsidies and 

surcharges: the "Plan-Wide Viability Surcharge," "Other Than Group Subsidy," 

and "Group Retiree Surcharge." Id. at ¶ 10.

35. The customer response to the new fees was resoundingly negative. Id.

at ¶ 11. BCBSM received "tremendous complaints from customers," in part 

stemming from the fact that "[t]he billing of these amounts to customers was an 

add-on to the bill, highlighted for all to see." Id.

36. BCBSM could not convince its customers that the subsidies and 

surcharges were fair. Id. at ¶ 12.

37. The charges were so unpopular that, in 1989 alone, BCBSM lost 

225,000 members. Id. at ¶ 13. 

38. Many other customers refused to pay the fees. Id. at ¶ 14.

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39. According to BCBSM, the fees made it a "challenge to maintain 

customer relationships." Id. at ¶ 16. By disclosing the fees, BCBSM was "its own 

worst enemy." Id.

E. 1993-1994: BCBSM's Plan to Hide Fees

40. In 1993, a simple solution to the problem was proposed. Executives 

suggested replacing the disclosed fees with hidden fees buried in marked-up 

hospital claims (the "Hidden Fees"). Id. at ¶ 17. This solution offered several 

advantages to BCBSM:

Reflecting certain BCBSM business costs in hospital claim costs will 

provide long-term relief to the problems detailed above and will also 

satisfy short-term objectives of enhancing customer relationships 

while cutting operational costs. Inclusion of these costs in our 

hospital claim costs is actually more reflective of the actual savings 

passed on to customers as it will now include the hospital savings net 

of the costs incurred to provide these savings. This will also improve 

our operations efficiencies since mass mailings for subsidy amount 

changes will no longer be necessary. Changes to these costs will be 

inherent in the system and no longer visible to the customer. The 

same argument applies to risk charges and provider related 

expenses.

Id. at ¶ 19 (emphasis added). BCBSM's senior management approved this 

proposal. Id. at ¶ 22.

41. The program was known as "retention reallocation." Id.; Hi-Lex

Opinion, at *1. 

42. The term "retention" refers to money BCBSM retains, as opposed to 

money used to pay medical claims. Hi-Lex FFCL, at ¶ 26. 

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43. The scheme worked as follows: regardless of what BCBSM was 

required to pay a hospital, BCBSM reported a larger charge that was passed on to 

the customer. Hi-Lex Opinion, at *1. BCBSM kept the additional amount as 

hidden administrative compensation:

Actual Claim Paid to Hospital: $6,000

Add-On For Hidden Fees Kept by BCBSM: $810

Hospital Claim Reported to Plaintiff: $6,810

Id.

44. But BCBSM did not stop there. It also shifted the cost associated with 

maintaining its network (internally known as "Network Access Fee") to the Hidden 

Fees. Hi-Lex FFCL, at ¶ 25.

45. Previously, BCBSM had included the Network Access Fee in the 

disclosed administrative fee. Id. at ¶ 12.

46. This scheme offered several advantages to BCBSM, one being the 

Hidden Fees (per a BCBSM executive summary) would be "inherent in the system 

and no longer visible to the customer." Id. at ¶ 19.

47. Not only did the subsidies and surcharges disappear from customer 

bills, but BCBSM was able to lower its disclosed administrative fee (by shifting 

the "Network Access Fee"), giving the illusion that it was more cost competitive, 

without actually giving up any revenue.

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48. Collectively then, the Hidden Fees consisted of four components. The 

"Other Than Group" subsidy, "Contingency/Risk" surcharge, the "Retiree" 

surcharge, and the "Network Access" fee. Id. at ¶¶ 25 & 27.

49. This hidden administrative compensation was in addition to the 

disclosed "Administrative Fee" described in each Schedule A.

50. This program went into effect in October 1993. Id. at ¶ 22.

51. The Hidden Fees were determined unilaterally by BCBSM. Id. at ¶ 

31; Hi-Lex Opinion, at *3.

52. BCBSM's cost accountants and actuaries decided how much to recoup 

through the Hidden Fees and how much hospital claims had to be marked up to 

reach that goal. Hi-Lex FFCL, at ¶ 31; Hi-Lex Opinion, at *1.

53. Internal BCBSM documents confirm that it had complete discretion in 

setting the amount of the Hidden Fees, as well as which customers paid them. HiLex FFCL, at ¶ 33; Hi-Lex Opinion, at *3.

54. BCBSM changed the Hidden Fees at its whim or waived them entirely 

for customers who discovered them.

F. 1994-Present: BCBSM Employed a Bevy of Artifices to Hide the Fees

55. Following the implementation of "retention reallocation," BCBSM 

went to great lengths to ensure that the Hidden Fees were not disclosed and would 

remain invisible to its customers. Hi-Lex FFCL, at ¶ 35.

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1. Form 5500 Certifications

56. Each year, BCBSM provided customers (including Plaintiffs) with a 

certification to complete their Form 5500, which is filed with the U.S. Department 

of Labor. Id. at ¶ 66; Hi-Lex Opinion, at *4. An example of a Form 5500 report

that Plaintiffs have is attached as Exhibit 3.

57. The Department of Labor, Internal Revenue Service, and Pension 

Benefit Guaranty Corporation developed Form 5500's to satisfy annual reporting 

requirements under ERISA and the IRS Code. Hi-Lex FFCL, at ¶ 67.

58. BCBSM carefully crafted its Form 5500 certification to hide the 

Hidden Fees. Id. at ¶ 76.

59. Portions of the Hidden Fees should have been, but were not, reported 

in one or more of the lines on the worksheet. Id. at ¶ 73; Hi-Lex Opinion, at *6 n. 

11.

60. For example, the "OTG subsidy," was a subsidy BCBSM claimed was 

mandated by the State of Michigan. Hi-Lex FFCL, at ¶ 25(c).

61. BCBSM should have reported the amount of the OTG subsidy on 

Line 9(c)(i)(D) of the Form 5500 certification, titled "OTHER EXPENSES 

(MANDATED SUBSIDY)." Id. at ¶ 69.

62. But BCBSM consistently reported zero for this item, even though it 

took and kept millions of dollars from its self-funded customers. Id. at ¶ 71.

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63. The same is true of the "Contingency/Risk" surcharge used to improve 

BCBSM's reserves. Id. at ¶ 25(b).

64. BCBSM should have reported this fee on Line 9(c)(i)(F), titled "RISK 

AND CONTINGENCY." Id. at ¶ 69.

65. BCBSM consistently reported "Not Applicable" for this item, despite 

taking millions of dollars in contingency. Id. at ¶ 71.

66. None of the other components of the Hidden Fees were reported by 

BCBSM in the proper locations on the certification. Id.; Hi-Lex Opinion, at *6 n. 

11.

67. There were, however, lines for "Administration" (Line 9(c)(i)(B)) and 

"Other Retention" (Line 9(c)(i)(G)) on the certification. Hi-Lex FFCL, at ¶ 71. 

68. Of the amounts retained by BCBSM, the only ones disclosed to 

Plaintiffs in the Form 5500 certification were the disclosed Administrative Fee and 

stop-loss fee. See Ex. 3.

69. A reader reviewing the Form 5500 certifications could not determine 

whether any Hidden Fees were charged or in what amount. Hi-Lex FFCL, at ¶ 72;

Hi-Lex Opinion, at *6-7.

70. As a result, Plaintiffs were misled into believing that BCBSM retained 

far less administrative compensation than it, in fact, actually retained. Hi-Lex 

Opinion, at *6.

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2. Quarterly Settlements

71. BCBSM sent Plaintiffs quarterly reports containing details about the

plan's performance. Id. at ¶ 39. An exemplar quarterly settlement is attached as 

Exhibit 4. 

72. The reports did not show the amount—or even the existence—of the 

Hidden Fees. Hi-Lex FFCL, at ¶¶ 40-44.

73. BCBSM carefully crafted false quarterly reports to make it appear to 

customers like Plaintiffs that (1) the claims paid to providers (e.g. hospitals) were 

higher than they actually were and (2) they were paying far less to BCBSM for 

administrative fees than they actually were. Id. 

74. BCBSM accomplished this by reporting the Hidden Fees as hospital 

claims on the line for "TOTAL CLAIMS EXPENSE" rather than as administrative 

fees on the line for "TOTAL ADMINISTRATIVE FEE EXPENSE." Id. 

75. BCBSM did this even though it has admitted that the Hidden Fees 

were "administrative compensation." Id. at ¶ 47.

3. Renewal Documents

76. BCBSM provided misleading claims data to Plaintiffs in the "Provider 

Contract Savings Report" at the time of contract renewal. Id. at ¶¶ 51-55.

77. The report hid the Hidden Fees in numerous ways:

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 Overstating the amount paid to healthcare providers on Plaintiffs' behalf (by 

including the Hidden Fees kept by BCBSM); 

 Understating the amount of discounts offered by providers (by excluding the 

Hidden Fees kept by BCBSM); and

 Overstating the amount of "claims expenses passed on to your group" (by 

including Hidden Fees kept by BCBSM). Id. 

78. Also, BCBSM misrepresented that its reported "Administrative Fee is 

all-inclusive." Id. at ¶ 56; Hi-Lex Opinion, at *7.

79. The amount BCBSM reported as the Administrative Fee did not 

include the Hidden Fees, which were additional (hidden) administrative 

compensation. Hi-Lex FFCL, at ¶ 57.

4. Annual Settlements

80. Each year, BCBSM sent Plaintiffs an annual settlement. A copy of an

annual settlement is attached as Exhibit 5.

81. This report included a section titled "Administrative Fee Settlement"; 

however, BCBSM did not include the Hidden Fees in that section. Hi-Lex FFCL, 

at ¶ 62.

82. Instead, BCBSM reported only the administrative fee that was 

reflected in each Schedule A. Id. at ¶ 60.

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83. The annual settlement also reported "Actual Claims Paid by 

BCBSM." Id. at ¶ 61-62. 

84. Despite the use of the terms "actual" and "paid," the actual claims 

amount was increased to include the Hidden Fees kept by BCBSM. Id. at ¶¶ 61-

65.

85. BCBSM knew this was false and misleading because the Hidden Fees 

were administrative compensation kept by BCBSM, not benefit claims paid to a 

healthcare provider. Id. at ¶ 62.

86. Reading the statement, it would be impossible for a BCBSM customer 

to determine whether Hidden Fees were charged, or in what amount. Id. at ¶ 64.

87. An underwriter for BCBSM admitted that, through this practice, 

BCBSM "would be overstating [the] true cost of [a] claim." Id. at ¶ 63.

G. 2004-2007: BCBSM Debated Whether to Disclose the Hidden Fees

88. By 2004, BCBSM executives raised concerns about the lack of 

disclosure surrounding the Hidden Fees, leading to an internal debate. Id. at ¶ 120.

89. A snapshot of this debate was captured in a 2004 email between 

BCBSM employees: "If we want to counter that perception [that we hide fees] and 

retain our credibility, we must be willing to disclose all our fees and stand behind 

them." Id. at ¶ 122.

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90. The BCBSM new-business sales staff opposed disclosure because, by 

revealing its true compensation to customers, the resulting administrative fees 

would be too high and BCBSM could not compete. Id. at ¶ 123.

91. BCBSM's true intentions are shown by the evolution of a proposed 

renewal exhibit that starts with a numeric disclosure of the Hidden Fees and is 

watered down over time to the point where all line items for Hidden Fees and any 

monetary reference are removed. Id. at ¶ 125.

92. BCBSM senior underwriter Ken Krisan was responsible for coming 

up with a strategy for "disclosing" the Hidden Fees without customers actually 

noticing. Id. at ¶ 126.

93. His own emails confirm that actual disclosure of the Hidden Fees was 

not BCBSM's intent:

 "I think there is a need [to] downplay this [Hidden Fees] with respect to the 

outside world ... [corporate communications] may be helpful in developing 

some internal training materials or job aids that puts the proper 'spin' on 

what we want to say." Id. at ¶ 126 (emphasis in FFCL).

 "We want to keep this a little on the understated side so we don't want to 

include this in any mass communications. In many cases this is not going 

to [be] good news." Id. at ¶ 126 (emphasis in FFCL).

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 "[B]ecause we want to downplay the release of this information, it was 

decided that Agents and Customers should not receive any written 

materials." Id. at ¶ 126 (emphasis in FFCL).

 "The [Hidden] Fee portion of the discussion is intended to be downplayed to 

the customer. ... There is no plan to provide anything to customers or agents 

on this topic." Id. at ¶ 126 (emphasis in FFCL).

 "We want to stay away from identifying what is in the fee." Id. at ¶ 126.

H. BCBSM Investigation Showed that Plaintiffs (and Most Other 

Customers) Did Not Know About the Hidden Fees

94. In 2007, BCBSM internally investigated whether any customers knew

they were paying Hidden Fees. Id. at ¶¶ 133-35.

95. The results were startling. BCBSM's own employees reported that a 

staggering 83% of self-insured ASC customers with January renewals did not 

know about the fees. See id; Hi-Lex Opinion, at *8. 

96. The results of BCBSM's formal investigation were consistent with 

anecdotal accounts from BCBSM employees:

 Ken Krisan, Director of Middle Group Underwriting: "The [Value of Blue] 

report will identify the [Hidden] Fee which for most groups is something 

new." Id. at ¶ 136.

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 Kenneth Bluhm, Director of Financial Accounting: "[N]ot all ASC groups 

are aware of BCBSM's [Hidden Fees]." Id. at ¶ 136.

 James Bobak, Manager of Large Group Underwriting: "I know many of the 

smaller [groups] aren't aware [of hidden fees]." Id. at ¶ 136.

 Christine Farah, Vice President of Sales: "I agree that there is 

overwhelming confusion on [hidden] fees internally (and externally)." Id. at 

¶ 136.

 Ken Krisan: "[I]t is not certain [some accounts] were aware of the [hidden] 

fees when entering into the arrangement." Id. at ¶ 136. 

97. Plaintiffs now believe that BCBSM charged them Hidden Fees from

at least 1994 forward. In fact, Plaintiffs have obtained a letter written by BCBSM 

wherein BCBSM admitted that the Hidden Fees "have been in place for Local ASC 

groups since 1994." See Exhibit 6. To the extent BCBSM charged Plaintiffs 

Hidden Fees prior to 1994, Plaintiffs also seek recovery related to those prior 

years.

I. BCBSM Violated the ASC and Schedule A's by Charging the Hidden 

Fees.

98. Plaintiffs never agreed to pay the Hidden Fees, and the purported 

disclosures in the contract documents were false and misleading. Hi-Lex Opinion, 

at *7.

1. The Schedule A's Are Misleading

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99. BCBSM previously argued that it was allowed to assess the Hidden 

Fees because of an amorphous "disclosure" included in some Schedule A's. For 

the year 2005, for example, the so-called "disclosure" read:

Your hospital claims cost reflects certain charges for provider network 

access, contingency, and other subsidies as appropriate.

Exhibit 1.

100. This sentence is false and misleading, and did not disclose the Hidden 

Fees (Hi-Lex Opinion, at *6): 

 The first page of that Schedule A has a heading entitled "Administrative 

Charge." It was under this heading that BCBSM's administrative 

compensation was to be disclosed. Plaintiffs expected all fees paid to 

BCBSM to be included in this section of the Schedule A. The Hidden Fees 

were "administrative compensation" and were not noted. Hi-Lex FFCL, at ¶ 

140; Hi-Lex Opinion, at *6. 

 The sentence omits the critical fact – that Plaintiffs would be paying these 

fees as additional administrative compensation to BCBSM. Hi-Lex Opinion, 

at *6. Just the opposite, the language stated that the identified items would 

be "reflected" in the "hospital claims cost." "Hospital claims cost" is the 

cost paid to hospitals for services rendered. Thus, the "disclosure" 

represented that the amounts "ordered by the Insurance Commissioner" 

would be paid to the hospitals. In reality, the fees were not included in the 

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claims paid to the hospitals – they were additional administrative 

compensation retained by BCBSM. Hi-Lex FFCL, at ¶ 140.

101. BCBSM itself recognized that its contracts were confusing and that its 

"customers probably don't completely understand the Access Fees." Id. at ¶ 141.

2. The ASC Was Misleading

102. BCBSM also previously argued that the ASC disclosed the Hidden 

Fees, but the Court of Appeals concluded that this cited language was "opaque and 

misleading" (Hi-Lex Opinion, at *6):

The Provider Network Fee, contingency, and any cost transfer 

subsidies or sur-charges ordered by the State Insurance Commissioner 

as authorized pursuant to 1980 P.A. 350 will be reflected in the 

hospital claims cost contained in Amounts Billed.

103. The placement of this language was carefully chosen by BCBSM. 

The ASC contains a heading called "Financial Responsibilities," under which it 

says the customer will "pay BCBSM the total of the following amounts...." The 

"following amounts" are then identified in a numbered list of specific obligations 

(e.g., administrative fees, late fees, and interest). Id.

104. Not one of the nine enumerated obligations includes Plaintiffs 

paying Hidden Fees. Hi-Lex FFCL, at ¶ 143.

105. By not including Hidden Fees in the enumerated list of financial 

obligations of the customer, BCBSM effectively represented that the Hidden Fees 

were NOT something to be paid by the customer to BCBSM. Id.

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106. Next, the "disclosure" represented the fees as "ordered by the State 

Insurance Commissioner." Id. at ¶ 144; Hi-Lex Opinion, at *6.

107. This was a misrepresentation in numerous respects, including the 

following: (1) it is untrue; the Insurance Commissioner never ordered any BCBSM 

customers to pay these fees, nor would the Insurance Commissioner have had that 

authority in the first place (Hi-Lex Opinion, at *6); (2) by characterizing the fees as 

something "ordered" by state government, BCBSM represented that these were 

NOT any kind of compensation for it, but rather some kind of fee imposed by the 

State, although, these Hidden Fees were kept by BCBSM as additional 

administrative compensation; and (3) BCBSM disavowed any claim that it was 

ordered to collect the OTG subsidy from Plaintiffs in a brief to the Sixth Circuit. 

Hi-Lex FFCL, at ¶ 144.

108. This language also refers to "Amounts Billed." "Amounts Billed" is 

defined as "the amount the Group owes in accordance with BCBSM's standard 

operating procedures for payment of Enrollees' claims." Id. at ¶ 145.

109. The definition of "Amounts Billed" does not include fees paid to 

BCBSM. Id.; Hi-Lex Opinion, at *6.

110. Additionally, the ASC, at Art. IV, B1 "Scheduled Payments," 

identifies seven payments to be made pursuant to the Schedule A. None of the 

seven include the Hidden Fees. Further, by itemizing payments "listed in Schedule 

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A," BCBSM represented that there were no other payments, and consequently, 

Plaintiffs would not have understood the subject language in the Schedule A to be 

referring to more fees. Id. at ¶ 146.

111. Further, even to the extent that the contract documents provide some 

hint about additional fees, those documents describe only what might happen in the 

future. Hi-Lex Opinion, at *6.

112. Every year, however, Plaintiffs received DOL 5500 certification 

sheets from BCBSM which purported to show the administrative compensation 

that BCBSM was actually receiving. Id. The 5500 Forms, though, falsely 

indicated that BCBSM was not retaining any administrative compensation beyond 

that clearly delineated in the ASC and Schedule As. Id. 

113. BCBSM's strategy of secrecy worked as planned and Plaintiffs were

unaware that they had been charged Hidden Fees since 1994.

114. Plaintiffs were not on actual or constructive notice that BCBSM was 

charging the Hidden Fees, despite the exercise of reasonable diligence on their

part.

115. Moreover, the Sixth Circuit already has held that a similarly situated, 

hypothetically diligent plaintiff would not have discovered BCBSM's Hidden Fees 

scheme. Hi-Lex Opinion, at *8. 

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116. In fact, BCBSM committed fraud by knowingly misrepresenting and 

omitting information about the Hidden Fees in the contract documents. Hi-Lex

Opinion, at *7.

J. BCBSM Engages in a Similar Illegal Scheme by Overstating 

Physician/Professional Claims

117. An extensive factual record of BCBSM's wrong doing with regard to 

illegal mark-ups of hospital claims has been developed in the Hi-Lex case. 

118. During the Hi-Lex litigation, Plaintiffs learned of another illegal 

scheme: BCBSM intentionally overstated physician/professional claims as part of 

a program known as the Physicians Group Incentive Program ("PGIP").

119. Under the PGIP BCBSM added a fee, internally called "Physician 

Incentive," to the amount charged by a professional, resulting in an increased 

charge to Plaintiffs. These additional fees were not reported to Plaintiffs at all. 

Rather, they were secretly buried within the amounts reported as professional 

claims expense.

120. In other words, BCBSM took portions of Plaintiffs' ERISA Plan 

Assets that were supposed to be used to pay the professionals that provided 

services to covered beneficiaries, and instead BCBSM used those funds for its own 

benefit and at its own discretion.

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121. The amounts collected as PGIP payments were not paid to

professionals that provided services to Plaintiffs, and BCBSM has not otherwise 

explained how it used those payments.

122. The PGIP was directly contrary to the parties' self-funded 

arrangement, under which Plaintiffs were to pay the actual amount of healthcare 

claims incurred under the Plan, plus an administrative fee to BCBSM to 

compensate it for its administrative services. To the extent BCBSM had physician 

incentives, or other programs, those were provided by BCBSM in exchange for 

the administrative fee. Those were not costs to be separately (and certainly not 

secretly) recovered from Plaintiffs. 

123. The PGIP was not disclosed in the ASC, nor in Plaintiffs' Schedule 

A's.

124. When confronted with these allegations, BCBSM responded that it 

was allowed to assess the PGIP because of an amorphous "disclosure" included in 

some Schedule A's. For the year 2007, the so-called "disclosure" read:

The Group acknowledges that BCBSM or a Blue Cross and Blue 

Shield Plan may have compensation arrangements with providers in 

which the provider is subject to performance or risk-based 

compensation, including but not limited to withholds, bonuses, 

incentive payments, provider credits and member management fees. 

Often the compensation amount is determined after the medical 

services has been performed and after the Group has been invoiced.

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This "disclosure" said nothing about BCBSM retaining a portion of Plaintiffs' 

ERISA Plan Assets in an amount unilaterally determined by it, and then paying out 

those monies (if at all) to professionals unilaterally determined as deserving by 

BCBSM. Instead, it referred to "BCBSM" having compensation arrangements 

with providers, which at best suggests that BCBSM would be compensating the 

providers out of its own pocket.

125. Further, nothing in the alleged disclosures explained how much the 

PGIP would be or how it would be calculated. 

126. Likewise, nothing in the Schedule A's indicated that Plaintiffs agreed 

to pay the PGIP. In fact, BCBSM's charging of the PGIP was inconsistent with the 

ASC, which specifically identified Plaintiffs' payment obligations, none of which 

included paying the PGIP.

127. The so-called "disclosures" of the PGIP were, at best, ambiguous and 

misleading, and like the Hidden Fees disclosures, were similarly "opaque."

128. In fact, it is clear that the PGIP scheme is nearly identical to the 

Hidden Fees scheme. And like the Hidden Fees scheme, the PGIP scheme violates 

ERISA because, among other things, BCBSM unilaterally determined the PGIP 

payments, secretly took these payments from Plaintiffs, and then mis-reported its 

use of Plan Assets.

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129. Further, to the extent BCBSM used Plaintiffs' Plan Assets to its 

benefit, that also constitutes illegal self-dealing under ERISA.

130. Consequently, all of the above-described fees, charges, subsidies and 

surcharges, including the PGIP and Physician Incentive, are hereafter collectively 

referred to as "Hidden Fees."

COUNT I

BREACH OF FIDUCIARY DUTY – ERISA

131. Plaintiffs hereby incorporate by reference the allegations contained in 

the preceding paragraphs.

132. BCBSM was a fiduciary pursuant to 29 U.S.C. § 1002(21)(A) with 

respect to the Plan because (1) it exercised discretionary authority and control over 

management of the Plan; (2) it exercised authority and control over management 

and disposition of Plan Assets (Hi-Lex FFCL, at ¶ 182; Hi-Lex Opinion, at *2-5); 

or (3) it had discretionary authority and responsibility in the administration of the 

Plan.

133. Alma is a fiduciary because it exercised discretionary authority and 

control over management of the Plan.

134. As a fiduciary, BCBSM was required to, among other things, 

discharge its duties solely in the interest of the employees and beneficiaries of the 

Plan, preserve Plan Assets, fully disclose its actions and any compensation it was 

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taking for its services, avoid making false or misleading statements, and abide by 

any statutory obligations or restrictions imposed on it.

135. BCBSM breached its fiduciary duties by, among other things:

(a) Charging the Hidden Fees;

(b) Failing to disclose the Hidden Fees;

(c) Submitting false and misleading quarterly settlement statements 

and annual summaries;

(d) Submitting false and misleading Form 5500 reports;

(e) Violating the Act;

(f) Violating the Health Care False Claims Act; and

(g) Otherwise engaging in a pattern of conduct designed to 

mislead, confuse, deceive and otherwise trick Plaintiffs into 

paying more for its services than Plaintiffs were obligated to 

pay.

136. BCBSM's breach of its fiduciary duty has proximately caused 

substantial damages to Plaintiffs.

137. BCBSM fraudulently concealed that it was charging the Hidden Fees, 

the amount of those fees, and that it was otherwise violating its legal obligations to 

Plaintiffs. Hi-Lex FFCL, at ¶¶ 233-49; Hi-Lex Opinion, at *6-8.

138. Plaintiffs did not discover the full extent of BCBSM's wrongful 

conduct until learning of the pending Hidden Fees litigation.

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COUNT II

PROHIBITED TRANSACTION UNDER ERISA

139. Plaintiffs hereby incorporate by reference the allegations contained in 

the preceding paragraphs.

140. BCBSM is a fiduciary pursuant to 29 U.S.C. § 1002(21)(A) and a 

"party in interest" pursuant to 29 U.S.C. § 1002(14).

141. As a fiduciary and party in interest, BCBSM was prohibited from 

engaging in certain transactions as set forth in 29 U.S.C. § 1106.

142. BCBSM's conduct with respect to the Hidden Fees was a prohibited 

transaction because, among other things, (a) it constituted a transfer to, or use by or 

for the benefit of, BCBSM of Plan Assets, and (b) BCBSM dealt with Plan Assets 

in its own interest and for its own account. See Hi-Lex FFCL, at ¶ 201; Hi-Lex

Opinion at *8.

143. BCBSM's violation of 29 U.S.C. § 1106 has proximately caused 

substantial damages to Plaintiffs.

144. BCBSM fraudulently concealed that it was charging the Hidden Fees, 

the amount of those fees, and that it was otherwise violating its legal obligations to 

Plaintiffs. Hi-Lex FFCL, at ¶¶ 233-49; Hi-Lex Opinion, at *6-8.

145. Plaintiffs did not discover the full extent of BCBSM's wrongful 

conduct until learning of the pending Hidden Fees litigation.

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COUNT III

VIOLATION OF THE ACT

146. Plaintiffs hereby incorporate by reference the allegations contained in 

the preceding paragraphs.

147. This Count is alleged to preserve all of Plaintiffs' claims. 

148. Plaintiffs expect the parties will submit an order for the Court's 

consideration, approved as to form only, which is consistent with the Court's prior 

rulings on similar state law claims in the related cases.

149. BCBSM is a non-profit health care corporation governed by the Act.

150. Pursuant to the Act, BCBSM was required to comply with the 

following section of the Act:

(2) Relative to actual administrative costs, fees for administrative 

services only and cost-plus arrangements shall be set in a manner that 

precludes cost transfers between subscribers subject to either of these 

arrangements and other subscribers of the health care corporation. 

Administrative costs for these arrangements shall be determined in 

accordance with the administrative costs allocation methodology and 

definitions filed and approved under part 6, and shall be expressed 

clearly and accurately in the contracts establishing the arrangements, 

as a percentage of costs rather than charges.

MCL 550.1211(2).

151. The Act also prohibited BCBSM from distributing inaccurate or 

misleading statements concerning its services:

(2) In order to induce a person to contract or to continue to contract 

with the health care corporation for the provision of health care 

benefits or administrative or other services offered by the 

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corporation; to induce a person to lapse, forfeit, or surrender a 

certificate issued by the health care corporation; or to induce a 

person to secure or terminate coverage with another health care 

corporation, insurer, health maintenance organization, or other 

person, a health care corporation shall not, directly or 

indirectly:

(d) Make, issue, or circulate, or cause to be made, issued, or 

circulated, any estimate, illustration, circular, or 

statement misrepresenting the terms of a certificate or 

contract for administrative or other services, the benefits 

thereunder, or the true nature thereof.

MCL 550.1402(2)(d).

152. BCBSM, through its conduct alleged in this Complaint, violated its 

statutory obligations under the Act.

153. BCBSM's statutory violations have proximately caused substantial 

damages to Plaintiffs.

154. Plaintiffs bring this count on behalf of themselves and other aggrieved 

members.

155. BCBSM fraudulently concealed the foregoing wrongful conduct.

156. Plaintiffs did not discover the full extent of BCBSM's violations of the 

Act until learning of the pending Hidden Fees litigation.

COUNT IV

HEALTH CARE FALSE CLAIMS ACT

157. Plaintiffs hereby incorporate by reference the allegations contained in 

the preceding paragraphs.

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158. This Count is alleged to preserve all of Plaintiffs' claims. 

159. Plaintiffs expect the parties will submit an order for the Court's 

consideration, approved as to form only, which is consistent with the Court's prior 

rulings on similar state law claims in the related cases.

160. Alma is a health care insurer as defined by MCL 752.1009.

161. Alma reimbursed BCBSM for health care services it paid on behalf of 

Alma' employees through the Plan.

162. The amount charged by BCBSM for paying the claims was false 

because the actual claims were less than the amount charged by BCBSM.

163. BCBSM kept the difference between what it charged to Plaintiffs as 

claims cost and what it actually paid in claims, for itself.

164. In doing so, BCBSM knowingly presented or caused to be presented 

claims which contained one or more false statements in violation of MCL 

752.1009.

165. BCBSM is therefore liable to Plaintiffs for the full amount of the 

payments made pursuant to MCL 752.1009.

166. BCBSM fraudulently concealed the foregoing wrongful conduct.

167. Plaintiffs did not discover the full extent of BCBSM's violation of 

MCL 752.1009 until learning of the pending Hidden Fees litigation.

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COUNT V

BREACH OF CONTRACT, AND ALTERNATIVELY, COVENANT 

OF GOOD FAITH AND FAIR DEALING

168. Plaintiffs hereby incorporate by reference the allegations contained in 

the preceding paragraphs.

169. This Count is alleged to preserve all of Plaintiffs' claims.

170. Plaintiffs expect the parties will submit an order for the Court's 

consideration, approved as to form only, which is consistent with the Court's prior 

rulings on similar state law claims in the related cases.

171. The ASC and Schedule A's are enforceable, binding contracts between 

Alma and BCBSM. The Plan is an intended third-party beneficiary of the 

contracts. 

172. BCBSM breached the contracts by (1) charging Hidden Fees not 

allowed under the ASC and Schedule A's, (2) not reporting or otherwise disclosing 

the actual claims paid and administrative compensation it received, and (3) 

submitting false and misleading quarterly and annual settlement statements.

173. BCBSM's breach of the contracts has proximately caused substantial 

damages to Plaintiffs.

174. Alternatively, to the extent the Court finds the contracts allowed 

BCBSM to charge Hidden Fees, the amount charged by BCBSM is not set forth in 

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the contracts and was instead unilaterally determined by BCBSM without 

disclosure to, or agreement with, Plaintiffs. 

175. To the extent the contracts allowed BCBSM to exercise its discretion 

as to the amount of the Hidden Fees, BCBSM had a duty to exercise that discretion 

in good faith and in a manner which dealt fairly with Plaintiffs and was consistent 

with the parties' objective, reasonable expectations.

176. BCBSM breached its duty of good faith and fair dealing by, among 

other things: 

(a) Charging Hidden Fees unilaterally, secretly, and in bad faith, 

(b) Setting an arbitrary and excessive fee, 

(c) Failing to disclose or report the Hidden Fees, 

(d) Submitting false and misleading quarterly settlements, annual 

settlements, and Form 5500's, 

(e) Violating Michigan and federal law, and 

(f) Otherwise acting in a manner that was in its best interests alone 

and not fair to Plaintiffs.

177. BCBSM fraudulently concealed its breach of contract and breach of 

the duty of good faith and fair dealing from Plaintiffs.

178. Plaintiffs did not discover the full extent of BCBSM's breach of 

contract and breach of duty of good faith and fair dealing until learning of the 

pending Hidden Fees litigation.

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COUNT VI

BREACH OF COMMON LAW FIDUCIARY DUTY

179. Plaintiffs hereby incorporate by reference the allegations contained in 

the preceding paragraphs.

180. This Count is alleged to preserve all of Plaintiffs' claims. 

181. Plaintiffs expect the parties will submit an order for the Court's 

consideration, approved as to form only, which is consistent with the Court's prior 

rulings on similar state law claims in the related cases.

182. BCBSM was in a fiduciary relationship with the Plan because, among 

other things, it was reposed with trust and confidence by Plaintiffs under the ASC 

and was also entrusted with monies provided to it by Alma on behalf of the Plan.

183. As a fiduciary, BCBSM was required to, among other things, conduct 

itself in the best interests of Plaintiffs, as well as the employees and beneficiaries 

of the Plan, and fully disclose its actions and any compensation it was taking for its 

administrative services.

184. BCBSM breached its fiduciary duty by, among other things:

(a) Charging the Hidden Fees;

(b) Failing to disclose the Hidden Fees;

(c) Submitting false and misleading quarterly and annual 

settlement statements;

(d) Submitting false and misleading Form 5500's;

(e) Violating the Act;

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(f) Violating the Health Care False Claims Act; and

(g) Otherwise engaging in a pattern of conduct designed to 

mislead, confuse, deceive and otherwise trick Plaintiffs into 

paying more for its services than Plaintiffs agreed to pay.

185. As a proximate result of BCBSM's wrongful conduct, Plaintiffs have

incurred substantial damages.

186. BCBSM fraudulently concealed the foregoing wrongful conduct.

187. Plaintiffs did not discover the full extent of BCBSM's breach of 

fiduciary duty until learning of the pending Hidden Fees litigation.

COUNT VII

CONVERSION

188. Plaintiffs hereby incorporate by reference the allegations contained in 

the preceding paragraphs.

189. This Count is alleged to preserve all of Plaintiffs' claims. 

190. Plaintiffs expect the parties will submit an order for the Court's 

consideration, approved as to form only, which is consistent with the Court's prior 

rulings on similar state law claims in the related cases.

191. As set forth above, BCBSM was in a position of trust and confidence 

with respect to Plaintiffs and Plan Assets.

192. Alma delivered specific monetary funds to BCBSM on behalf of the 

Plan, which were to be used to pay appropriate employee health care claims.

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193. BCBSM had an obligation to return funds not used to pay employee 

health care claims or other obligations properly due under the ASC and Schedule 

A's.

194. BCBSM used its position of trust and confidence to wrongfully divert 

some of the funds to its own use, inapposite of its contractual and fiduciary 

obligations.

195. BCBSM's charging of Hidden Fees, as well as its retention of those 

fees and refusal to return them, constituted wrongful dominion and control over 

property of Plaintiffs.

196. BCBSM's has refused to return all funds obtained by it as Hidden 

Fees.

197. As a proximate result of BCBSM's acts, Plaintiffs have incurred 

substantial damages. In addition, Plaintiffs are entitled to treble damages pursuant 

to MCL 600.2919a, as well as interest, costs and attorneys' fees.

198. BCBSM fraudulently concealed the fact that it converted Plan Assets 

to its own use.

199. Plaintiffs did not discover the full extent of BCBSM's conversion until 

learning of the pending Hidden Fees litigation.

COUNT VIII

FRAUD / MISREPRESENTATION

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200. Plaintiffs hereby incorporate by reference the allegations contained in 

the preceding paragraphs.

201. This Count is alleged to preserve all of Plaintiffs' claims. 

202. Plaintiffs expect the parties will submit an order for the Court's 

consideration, approved as to form only, which is consistent with the Court's prior 

rulings on similar state law claims in the related cases.

203. BCBSM made material representations of fact to Plaintiffs, namely 

that it was charging a smaller administrative service fee than it was charging and 

that it was using Plan Assets to pay claims when it fact it was using a portion of 

those assets to pay Hidden Fees.

204. The representations made by BCBSM were false when made.

205. BCBSM knew that its representations were false when made, or at the 

very least, it made those representations recklessly.

206. Alternatively, even if BCBSM did not knowingly or recklessly make 

the representations, it is nonetheless liable for innocent misrepresentation because 

BCBSM benefited from the false representations.

207. BCBSM made the representations with the intention of inducing

Plaintiffs' reliance and, in fact, Plaintiffs did reasonably rely upon the 

representations made by BCBSM.

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208. Plaintiffs have suffered substantial damages as a result of the 

misrepresentations made by BCBSM.

209. BCBSM fraudulently concealed the foregoing wrongful conduct.

210. Plaintiffs did not discover the full extent of BCBSM's fraud/

misrepresentation until learning of the pending Hidden Fees litigation.

COUNT IX

SILENT FRAUD

211. Plaintiffs hereby incorporate by reference the allegations contained in 

the preceding paragraphs.

212. This Count is alleged to preserve all of Plaintiffs' claims.

213. Plaintiffs expect the parties will submit an order for the Court's 

consideration, approved as to form only, which is consistent with the Court's prior 

rulings on similar state law claims in the related cases.

214. BCBSM was in a fiduciary relationship with Plaintiffs, and as such, 

had a duty of loyalty and honesty and was otherwise obligated to disclose any and 

all material facts regarding the self-insured program the parties were contracting 

for.

215. BCBSM charged Plaintiffs Hidden Fees by skimming for itself Plan 

Assets that were supposed to be used to pay claims.

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216. BCBSM had an affirmative duty to disclose that (1) it was charging 

Hidden Fees, (2) the methodology for determining those fees, and (3) the amount 

of those fees.

217. BCBSM did not disclose the foregoing, despite its duty to do so.

218. BCBSM intended to induce Plaintiffs to rely upon the nondisclosure 

(that there were no additional administrative fees), and, in fact, Plaintiffs did rely 

upon that nondisclosure.

219. Plaintiffs suffered substantial damages as a result of BCBSM's failure 

to disclose the facts and circumstances surrounding the Hidden Fees.

220. BCBSM fraudulently concealed the foregoing wrongful conduct.

221. Plaintiffs did not discover the full extent of BCBSM's fraud until 

learning of the pending Hidden Fees litigation.

PRAYER FOR RELIEF

Plaintiffs respectfully request that the Court to enter judgment in their favor 

and against BCBSM as follows:

A. Ordering BCBSM to provide a full and complete accounting of all 

Hidden Fees received by it from Plaintiffs;

B. Declaring that BCBSM breached its fiduciary duty and otherwise 

violated Michigan and federal law by (1) charging the Hidden Fees, 

(2) failing to disclose or report the Hidden Fees, and (3) submitting 

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false and misleading quarterly settlements, annual settlements and 

Form 5500's, and otherwise acting through a pattern of deception;

C. Awarding restitution to Plaintiffs of the Hidden Fees;

D. Awarding treble damages and attorneys' fees pursuant to MCL 

600.2919a.

E. Awarding monetary damages in the full amount of claims submitted 

by BCBSM to Plaintiffs pursuant to MCL 752.1009.

F. Awarding monetary damages, costs, interest and attorneys' fees 

(including statutory attorneys' fees under ERISA) to the fullest extent 

of the law; and 

G. Awarding all other relief to which Plaintiffs may be entitled.

VARNUM LLP

Attorneys for Plaintiffs

Date: August 7, 2014 By: /s/ Aaron M. Phelps

Perrin Rynders (P38221)

Aaron M. Phelps (P64790)

Stephen F. MacGuidwin (P72302)

Business Address & Telephone:

Bridgewater Place, PO Box 352 

Grand Rapids, MI, 49501-0352

Phone: (616) 336-6000

Fax: (616) 336-7000

prynders@varnumlaw.com

amphelps@varnumlaw.com

sfmacguidwin@varnumlaw.com

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JURY DEMAND

Plaintiffs hereby demand a trial by jury of all issues so triable.

VARNUM LLP

Attorneys for Plaintiffs

Date: August 7, 2014 By: /s/ Aaron M. Phelps

Perrin Rynders (P38221)

Aaron M. Phelps (P64790)

Stephen F. MacGuidwin (P72302)

Business Address & Telephone:

Bridgewater Place, PO Box 352 

Grand Rapids, MI, 49501-0352

Phone: (616) 336-6000

Fax: (616) 336-7000

prynders@varnumlaw.com

amphelps@varnumlaw.com

sfmacguidwin@varnumlaw.com

8603179_1.DOC

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