PUBLISHED

UNITED STATES COURT OF APPEALS
                FOR THE FOURTH CIRCUIT


SABRIYANA M. SINGH,                    
                Plaintiff-Appellant,
                 v.
PRUDENTIAL HEALTH CARE PLAN,
INCORPORATED, t/a Prudential                     No. 01-1102
Insurance Companies of America,
t/a Prudential Health Care Plan of
the Mid-Atlantic,
                 Defendant-Appellee.
                                       
           Appeal from the United States District Court
            for the District of Maryland, at Baltimore.
             Alexander Williams, Jr., District Judge.
                        (CA-00-2168-AW)

                      Argued: February 24, 2003

                        Decided: July 3, 2003

   Before NIEMEYER, MICHAEL, and KING, Circuit Judges.



Affirmed in part, reversed in part, and remanded by published opin-
ion. Judge Niemeyer wrote the opinion, in which Judge Michael and
Judge King joined.


                             COUNSEL

ARGUED: Frank Paul Bland, Jr., TRIAL LAWYERS FOR PUBLIC
JUSTICE, Washington, D.C., for Appellant. Daly D.E. Temchine,
2              SINGH v. PRUDENTIAL HEALTH CARE PLAN
EPSTEIN, BECKER & GREEN, P.C., Washington, D.C., for Appel-
lee. ON BRIEF: Kathy C. Potter, EPSTEIN, BECKER & GREEN,
P.C., Washington, D.C., for Appellee.


                             OPINION

NIEMEYER, Circuit Judge:

   Sabriyana Singh commenced this action in State court against Pru-
dential Health Care Plan, Inc., a health maintenance organization,
seeking primarily reimbursement of monies paid to Prudential pursu-
ant to a subrogation term in its policy that was issued as an employee
benefit plan. Singh’s complaint alleged that the subrogation term was
illegal under the provisions of the Maryland Health Maintenance
Organization Act (the "HMO Act"), Md. Code Ann., Health-Gen. II
§ 19-701 et seq., that have been construed by the Maryland Court of
Appeals in Riemer v. Columbia Medical Plan, Inc., 

(Md. 2000), to prohibit HMOs from pursuing subrogation with
respect to their members’ claims against third parties. Prudential
removed the case to federal court, asserting that Singh’s claims based
on State law were completely preempted by the Employee Retirement
Income Security Act of 1974 ("ERISA"), 29 U.S.C. § 1001 et seq.,
and then moved to dismiss Singh’s complaint. Singh filed a motion
to remand the case to State court. The district court denied Singh’s
motion to remand and granted Prudential’s motion to dismiss the
complaint.

   Because we agree with the district court that ERISA completely
preempts Singh’s state-law claims, we affirm the district court’s
denial of Singh’s motion to remand. We reverse, however, its order
dismissing Singh’s claims, holding that they must be taken as ERISA
claims and resolved under § 502(a) of ERISA.

                                  I

 After Sabriyana Singh was involved in an automobile accident in
March 1998, Prudential Health Care Plan, Inc. ("Prudential"), an
HMO with whom Singh’s employer contracted to provide healthcare
               SINGH v. PRUDENTIAL HEALTH CARE PLAN                    3
benefits under an employee benefit plan, paid Singh $950.12 in
respect to injuries sustained in the accident. Singh also made a claim
against the other party to the accident, and in settlement of that claim,
Allstate Insurance Company paid Singh $5,000 in February 1999.
Based on a term of the employee benefit plan permitting Prudential,
through subrogation, to assert members’ claims against third parties
for reimbursement of benefits paid, Prudential asserted a subrogation
claim against the $5,000 for reimbursement of the $950.12 payment
that it had earlier made to Singh, and in September 1999 Singh paid
the subrogation claim.

   Contending that the Prudential plan’s subrogation provision was
illegal under the Maryland HMO Act, Singh commenced this action
in State court as a class action, alleging under State common law that
Prudential was unjustly enriched and that it negligently misrepre-
sented its right to subrogation. For relief, she sought (1) a declaratory
judgment that the subrogation provision in the Prudential plan was
illegal under the Maryland HMO Act, (2) an equitable award of resti-
tution for subrogation amounts already paid by HMO members, (3)
compensatory damages, and (4) an injunction directing Prudential to
"cease and desist from asserting a subrogation interest in and a lien
against any third-party recoveries" and prohibiting it from "increasing
premiums, co-payments, or other charges to recover the losses
incurred in connection with this litigation."

   The Maryland HMO Act, on which Singh relied in her complaint,
regulates any person or organization that provides its members with
healthcare services on a "prepaid basis." See Md. Code Ann., Health-
Gen. II § 19-701(f). Based on an HMO’s provision of healthcare on
a prepaid basis, the Maryland Court of Appeals construed the HMO
Act to prohibit HMOs from "pursu[ing] its members for restitution,
reimbursement, or subrogation after the members have received dam-
ages from a third-party tortfeasor." Riemer v. Columbia Medical Plan,
Inc., 

, 697 (Md. 2000). Accordingly, if Maryland law
were to apply, the provision of the Prudential plan that authorizes Pru-
dential to pursue a subrogation claim with respect to benefits it pro-
vided under the plan would be illegal.

  In response to the holding of Riemer, the Maryland legislature
enacted, and on May 18, 2000, the governor signed, Senate Bill 903
4              SINGH v. PRUDENTIAL HEALTH CARE PLAN
to provide that an HMO is authorized to pursue subrogation with
respect to members’ recoveries from third parties. That legislation
was made effective June 1, 2000, and provided that it would apply
retroactively to all subrogation recoveries by HMOs since January 1,
1976. After the proceedings in this case were completed before the
district court, the Maryland Court of Appeals held that the provision
of Senate Bill 903 authorizing retroactive subrogation by HMOs vio-
lated the Maryland Constitution. Harvey v. Kaiser Foundation Health
Plan, 

(Md. 2002). Consequently, as Maryland law
now stands, the subrogation prohibition of the HMO Act remained
applicable until June 1, 2000.

   In response to Singh’s complaint, Prudential filed a notice of
removal to federal court, pursuant to 28 U.S.C. §§ 1331 and 1441,
asserting that the employee benefit plan in this case was regulated by
ERISA and not by State law.

   Singh filed a motion to remand to State court, arguing that her
complaint arose under State law regulating insurance that was saved
from preemption under ERISA’s "saving clause," § 514(b)(2)(A), 29
U.S.C. § 1144(b)(2)(A), and that her claims did not seek impermissi-
ble alternative remedies to ERISA’s enforcement provisions,
§ 502(a), 29 U.S.C. § 1132(a). Prudential filed a motion to dismiss
under Federal Rule of Civil Procedure 12(b)(6), contending that
Singh’s complaint failed to state a claim under ERISA upon which
relief could be granted. Following a hearing on the motions, the dis-
trict court issued an oral ruling denying Singh’s motion to remand
because her claims required interpretation of the terms of an ERISA
plan and were completely preempted under § 502(a) of ERISA. The
district court apparently rejected Singh’s argument that the State law
on which her claims were based was "saved" from preemption under
§ 514(b)(2)(A). Because of this, the court dismissed Singh’s claims,
presumably because state-law claims relating to an ERISA plan that
are not saved from preemption under § 514(b)(2)(A) must be dis-
missed. As an additional basis for its dismissal, the court noted that
Senate Bill 903 was "clear on its face" in allowing retroactive subro-
gation by HMOs, and that plaintiff would, therefore, be unable to get
any relief in any court. The court did not, of course, have the benefit
of the Maryland Court of Appeals’ Harvey decision holding the retro-
activity provision of Senate Bill 903 unconstitutional. In view of the
               SINGH v. PRUDENTIAL HEALTH CARE PLAN                  5
district court’s apparent ruling that the HMO Act was not saved under
§ 514(b)(2)(A), the role of its commentary on the preempted State
law, including Senate Bill 903, was not made clear.

  From the district court’s order denying remand and dismissing the
complaint, Singh appealed.

                                  II

   Singh contends that her State common-law claims seek only to
enforce the antisubrogation provision of the Maryland HMO Act,
which she argues is a State regulation of insurance that is "saved"
from ERISA’s preemption under the express terms of § 514(b)(2)(A).
She argues, "ERISA has no application to this state law dispute, and
thus dismissal and removal were improper and the case should be
remanded immediately to the state court."

   Prudential contends that Singh’s complaint seeks state-law reme-
dies for claims based on the HMO Act that are preempted and subject
to the exclusive remedial provisions of § 502(a) of ERISA, and there-
fore her claims must, under the doctrine of "complete preemption," be
treated as federal claims. Therefore, according to Prudential, the
action was properly removed. Prudential then argues, in the alterna-
tive and perhaps inconsistently, that Singh’s claims cannot arise under
the Maryland HMO Act because that Act does not create a private
right of action. It asserts further that any common-law causes of
action to enforce the subrogation prohibition of the HMO Act are pre-
empted by § 514 of ERISA and thus should be dismissed.

  In this appeal, we review the district court’s order (1) denying
Singh’s motion to remand and (2) granting Prudential’s motion to dis-
miss. To decide the remand issue, which actually involves Singh’s
challenge to removal jurisdiction, requires a determination of whether
Singh’s State common-law claims fall within the scope of ERISA’s
exclusive remedial scheme set forth in § 502(a), 29 U.S.C. § 1132(a),
and therefore are completely preempted. As we explain herein,
Singh’s claims fall within the scope of § 502(a) if they are claims for
benefits, entitlement to which must be determined by passing on the
validity, interpretation or applicability of a term of an ERISA plan.
Removal jurisdiction is only proper, then, if Singh’s State common-
6              SINGH v. PRUDENTIAL HEALTH CARE PLAN
law claims for unjust enrichment and negligent misrepresentation are,
in fact, claims for benefits due under the terms of an ERISA plan. In
this particular case, Singh’s claims cannot be thought of as seeking
enforcement of the terms of an ERISA plan unless a State law, the
Maryland HMO Act, acts to define a term of the plan. Thus, our juris-
dictional analysis must answer preliminarily what the terms of the
plan are and only then may we proceed to determine whether Singh’s
claims are, in fact, claims for benefits due under the terms of the plan.
In determining the HMO Act’s impact on the plan at issue here, we
take the course of analysis set forth in Rush Prudential HMO v.
Moran, 

(2002), a case in which the claimant, like Singh
here, sought reimbursement from an HMO, relying in part on a State
HMO Act’s impact on the plan. See 

impact of a
State HMO Act that was "saved" under ERISA § 514(b)(2)(A) on the
terms of an ERISA plan and on the exclusive remedial scheme set
forth in § 502(a)).

   In Parts III and IV, therefore, we conduct the Rush analysis to
determine whether the Maryland HMO Act’s subrogation prohibition
— on which Singh’s State common-law claims depend — defines a
term of the relevant plan through § 514(a) and (b)(2)(A) of ERISA.
This requires us to determine whether the HMO Act itself is pre-
empted by ERISA under the relevant statutory provisions and whether
the HMO Act conflicts with ERISA’s remedial scheme. Concluding
that the HMO Act is "saved" from preemption as a State regulation
of insurance and therefore is applied to negate the plan’s subrogation
term, we assess, in Part V, whether Singh’s claims for the return of
funds under State common law are claims for entitlement to benefits
under the terms of the plan as modified by the saved State law, such
that the claim is "completely preempted."

  In Part VI, after having concluded that the case was properly
removed to federal court under the doctrine of complete preemption,
we turn to the review of the district court’s order dismissing the case.

                                   III

   The parties do not dispute that the Prudential plan, of which Singh
is a participant, is an employee benefit plan regulated by ERISA.
They differ on whether ERISA preempts the Maryland HMO Act,
               SINGH v. PRUDENTIAL HEALTH CARE PLAN                  7
which would prohibit Prudential, an HMO subject to Maryland regu-
lation, from enforcing the subrogation provision in the plan against
Singh.

   Section 514(a) of ERISA, containing the "preemption clause," pro-
vides:

    Except as provided in subsection (b) of this section, the pro-
    visions of this subchapter . . . shall supersede any and all
    State laws insofar as they may now or hereafter relate to any
    employee benefit plan . . . .

29 U.S.C. § 1144(a). Defining the scope of this preemption by any
State law that "relates" to an employee benefit plan, this preemption
clause is recognized to be "broad" and "expansive." Pilot Life Ins. Co.
v. Dedeaux, 

, 47 (1987); see also Cal. Div. of Labor Stan-
dards Enforcement v. Dillingham Constr. N.A., Inc., 

,
324 (1997) (reviewing the Court’s many previous acknowledgments
that ERISA’s preemption provision is "clearly expansive," has a
"broad scope" and an "expansive sweep," is "broadly worded," "delib-
erately expansive," and "conspicuous for its breadth").

  Subsection (b) referred to in § 514(a) contains the "saving clause,"
which excepts from the preemption clause any State law regulating,
among other things, insurance. It provides:

    Except as provided in subparagraph (B), nothing in this sub-
    chapter shall be construed to exempt or relieve any person
    from any law of any State which regulates insurance, bank-
    ing, or securities.

29 U.S.C. § 1144(b)(2)(A). The scope of the saving clause is limited
by the "deemer clause," subparagraph (B) referred to in the saving
clause, which provides:

    Neither an employee benefit plan . . . nor any trust estab-
    lished under such a plan, shall be deemed to be an insurance
    company or other insurer . . . or to be engaged in the busi-
    ness of insurance . . . for purposes of any law of any State
8              SINGH v. PRUDENTIAL HEALTH CARE PLAN
    purporting to regulate insurance companies [or] insurance
    contracts.

29 U.S.C. § 1144(b)(2)(B).

  We apply these provisions of § 514 sequentially in determining
whether the subrogation prohibition of the Maryland HMO Act is pre-
empted by ERISA.

   First, the parties do not dispute that the provisions of the Maryland
HMO Act that have been construed to prohibit subrogation by HMOs
prior to June 2000 "relate to" an employee benefit plan for the pur-
poses of § 514(a). Indeed, both the Supreme Court and this court, rec-
ognizing the expansive sweep of § 514(a) preemption, have held that
State antisubrogation laws "relate to" an employee benefit plan. FMC
Corp. v. Holliday, 

, 58 (1990) ("Pennsylvania’s antisubro-
gation law ‘relate[s] to’ an employee benefit plan"); Hampton Indus.,
Inc. v. Sparrow, 

, 729 (4th Cir. 1992) (holding that a
North Carolina law limiting subrogation "‘relate[s] to’ an employee
benefits plan within the meaning of the preemption clause").

   The more complex question is whether the saving clause,
§ 514(b)(2)(A), excepts from application of the preemption clause the
State subrogation prohibition on the basis that the prohibition "regu-
lates insurance." Prudential argues that the saving clause does not
apply here for two reasons. First, it argues that the Maryland HMO
Act is not a regulation of insurance because it regulates HMOs, and
under Maryland law, HMOs are classified as healthcare providers
rather than insurers. Second, it argues more broadly that, in any event,
antisubrogation laws are not regulations of insurance.

    Neither of Prudential’s arguments is persuasive. Prudential’s first
argument — that the Maryland HMO Act does not regulate insurance
because HMOs are not considered insurers in Maryland — is based
principally on the fact that the HMO Act is located in the Maryland
Health-General Article of the Maryland Code. Prudential points to
statutory language providing that "the General Assembly intends to
. . . exempt health maintenance organizations from the insurance laws
of this State, except as set forth in this subtitle." Md. Code Ann.,
Health-Gen. II § 19-702. But the exception at the end of the quoted
                SINGH v. PRUDENTIAL HEALTH CARE PLAN                    9
language indicates that HMOs are not categorically exempted from
insurance laws. Nor need it mean that the HMO Act does not, or any
law concerning HMOs could not, provide its own form of insurance
law.

   More fundamentally, Prudential’s argument fails because it wan-
ders from the guideposts established by the Supreme Court for deter-
mining the applicability of the saving clause, advancing instead a
formalistic argument that has already been rejected. The Supreme
Court recently clarified the test for determining the applicability of
the saving clause, reducing it to two factors:

     First, the state law must be specifically directed toward enti-
     ties engaged in insurance. Second . . . the state law must
     substantially affect the risk pooling arrangement between
     the insurer and the insured.

Kentucky Ass’n of Health Plans, Inc. v. Miller, 

, 1479
(2003) (citation omitted). In so holding, the Court in Miller made "a
clean break from the McCarran-Ferguson factors" that previously
served as "considerations" in the saving-clause analysis but which
ultimately "added little to the relevant analysis." 

Nonetheless, it retained the mandate to focus not on how a regulated
entity is classified, but on whether the State law is aimed at the provi-
sion of insurance.

   In Metropolitan Life Insurance Co. v. Massachusetts, for example,
the insurer argued that a Massachusetts law requiring certain mental
health coverage was "in reality a health law that merely operates on
insurance contracts to accomplish its end, and that it [was] not the
kind of traditional insurance law intended to be saved by
§ 514(b)(2)(A)." 

, 741 (1985). The Supreme Court found
this argument "unpersuasive," and stated that Congress did not distin-
guish between "traditional and innovative insurance laws." Id.; see
also 

that . . . laws that regulate the substantive
terms of insurance contracts are more recent innovations more prop-
erly seen as health laws rather than as insurance laws, which
§ 514(b)(2)(A) does not save. This distinction reads the saving clause
out of ERISA entirely").
10             SINGH v. PRUDENTIAL HEALTH CARE PLAN
  More recently, in Rush Prudential HMO, Inc. v. Moran, 

, 366 (2002), an HMO proffered a similar argument:

        Rush contends that seeing an HMO as an insurer distorts
     the nature of an HMO, which is, after all, a health care pro-
     vider, too. This, Rush contends, should determine its charac-
     terization, with the consequence that regulation of an HMO
     is not an insurance regulation within the meaning of ERISA.

The Court, however, rejected this argument:

        The answer to Rush is, of course, that an HMO is both:
     it provides health care, and it does so as an insurer. Nothing
     in the saving clause requires an either-or choice between
     health care and insurance in deciding a preemption question,
     and as long as providing insurance fairly accounts for the
     application of state law, the saving clause may apply.

   Thus, we reject Prudential’s argument that the subrogation prohibi-
tion is not saved because HMOs should not be considered insurers.

   Prudential’s second argument maintains that, even under the frame-
work established by the Supreme Court, the antisubrogation provi-
sions of the Maryland HMO Act are not "saved" from preemption
because "subrogation laws are not laws that regulate the business of
insurance." When making this argument, Prudential did not have the
benefit of Miller, where the Supreme Court jettisoned the portion of
the saving-clause analysis that, applying the McCarran-Ferguson fac-
tors, focused on whether the state law regulated the "business of
insurance":

     Rather than concerning itself with whether certain practices
     constitute "[t]he business of insurance," or whether a state
     law was "enacted . . . for the purpose of regulating the busi-
     ness of insurance," [§ 514(b)(2)(A)] asks merely whether a
     state law is a "law . . . which regulates insurance, banking,
     or securities."
               SINGH v. PRUDENTIAL HEALTH CARE PLAN                  

. But even before Miller, which did not work any
fundamental change in the substance of saving-clause analysis, both
the Supreme Court and this court rejected Prudential’s argument. In
FMC Corp. v. Holliday, the Supreme Court dealt precisely with the
question of whether a State antisubrogation law was saved from pre-
emption under § 514(b)(2)(A), and held that it was:

       There is no dispute that the Pennsylvania [antisubroga-
    tion] law falls within ERISA’s insurance saving clause . . . .
    [The antisubrogation law] directly controls the terms of
    insurance contracts by invalidating any subrogation provi-
    sions that they contain. It does not merely have an impact
    on the insurance industry; it is aimed at it. This returns the
    matter of subrogation to state law. Unless the statute is
    excluded from the reach of the saving clause by virtue of the
    deemer clause, therefore, it is not 

(citations omitted). Following FMC Corp., we
noted that "limits on subrogation recoveries appear to be aimed at the
insurance industry, and therefore would also appear to come within
the scope of the saving clause." Hampton Indus., 

(holding that the State law limiting subrogation was not saved,
however, because of the applicability of the deemer clause).

   Controlled by the holding of FMC Corp. and consistent with our
observation in Hampton Industries, we conclude that the subrogation
prohibition of the Maryland HMO Act applicable before June 2000
is a state-law regulation of insurance that is saved from preemption
under § 514(b)(2)(A). But notwithstanding the holding of FMC Corp.,
it is difficult to imagine an antisubrogation law of this type as any-
thing other than an insurance regulation, as it addresses who pays in
a given set of circumstances and is therefore directed at spreading
policyholder risk. See 

(directing focus on
whether the State law is "specifically directed toward entities engaged
in insurance" and "substantially affect[s] the risk pooling arrangement
between the insurer and the insured").

   While the application of the saving clause is limited by the deemer
clause, Prudential abandoned its argument made below that the
deemer clause is applicable. The deemer clause operates to "exempt
12             SINGH v. PRUDENTIAL HEALTH CARE PLAN
self-funded ERISA plans from State laws that ‘regulat[e] insurance’
within the meaning of the saving clause." FMC 

(emphasis added). Because the Prudential plan at issue here is an
insured plan, the deemer clause does not operate to exempt it from
application of the HMO Act, which is saved under § 514(b)(2)(A).

   In sum, we agree with Singh that the saving clause contained in
§ 514(b)(2)(A) appears to exempt the subrogation prohibition of the
Maryland HMO Act from preemption by ERISA. But reaching this
tentative conclusion does not end the inquiry because we must still
assess whether the otherwise saved State law nonetheless frustrates
the overall purposes of ERISA by inappropriately supplementing or
supplanting ERISA’s exclusive remedies. See Conover v. Aetna US
Health Care, Inc., 

, 1078 (10th Cir. 2003) ("A state law
otherwise regulating insurance within the meaning of § 514(b)(2)(A)
may still be preempted if it allows plan participants and beneficiaries
‘to obtain remedies under state law that Congress rejected in
[ERISA]’" (citations omitted)).

                                   IV

   The Supreme Court has recognized a "limited exception from the
saving clause" created by the "overpowering" reach of § 502(a) of
ERISA, in which Congress set forth the exclusive remedies available
for claims relating to employee benefit plans. 

,
375. The Supreme Court concluded that State laws regulating insur-
ance could be applied to ERISA plans, but only so long as doing so
would not undermine the objectives of § 502(a). 

("Although we have yet to encounter a forced choice between the
congressional policies of exclusively federal remedies and the ‘reser-
vation of the business of insurance to the States,’ we have anticipated
such a conflict, with the state insurance regulation losing out if it
allows plan participants ‘to obtain remedies . . . that Congress rejected
in ERISA’" (citations omitted)).

   In Rush, the Court was presented with a State law that authorized
HMO members to demand an independent medical review of a deci-
sion to deny coverage for a procedure deemed by the HMO to be
medically unnecessary. Concluding that this law was exempt from
preemption by the saving clause and did not create a new claim or
               SINGH v. PRUDENTIAL HEALTH CARE PLAN                   13
enlarge the remedies prescribed by § 502(a), the Court held that the
saved State law did not interfere with § 502(a) and therefore would
be enforced as part of an ERISA plan. The Court explained that the
saved State law did not create a conflicting enforcement scheme or an
arbitration system that would supplement the specific remedies pre-
scribed by § 502(a), but rather provided a standard for making medi-
cal judgments:

       The practice of obtaining a second opinion . . . is far
    removed from any notion of an enforcement scheme, and
    once [the State law] is seen as something akin to a mandate
    for a second-opinion practice in order to insure sound medi-
    cal judgments, the preemption argument that arbitration
    under [the State law] supplants judicial enforcement runs
    out of steam.

                           *     *   *

    This case therefore does not involve the sort of additional
    claim or remedy exemplified in Pilot Life, Russell, and
    Ingersoll-Rand, but instead bears a resemblance to the
    claims-procedure rule that we sustained in UNUM Life
    Insurance Co. of America v. Ward, 

(1999),
    holding that a state law barring enforcement of a policy’s
    time limitation on submitting claims did not conflict with
    § 1132(a) [§ 502(a) of ERISA], even though the state "rule
    of decision," 

could mean the difference between
    success and failure for a beneficiary. The procedure pro-
    vided by [the State law] does not fall within Pilot Life’s cat-
    egorical preemption.

, 380.

   Thus, while a State law purporting to supply additional remedies
to claimants under ERISA plans would impermissibly compete with
§ 502(a) remedies, and therefore not be saved from preemption as a
result of the limited exception from the saving clause, a State law
simply mandating or prohibiting certain terms of policy coverage
does not force a choice between State regulation of insurance and the
prescribed remedies of § 502(a) and therefore may be saved under
14              SINGH v. PRUDENTIAL HEALTH CARE PLAN
§ 514(b)(2)(A). Compare Ingersoll-Rand Co. v. McClendon, 

, 145 (1990) (holding preempted State law that "purports to pro-
vide a remedy for the violation of a right expressly guaranteed by
[ERISA] and exclusively enforced by § 502(a)" (emphasis added)),
and Pilot Life, 

(holding that, in light of the exclusive
§ 502(a) remedies, a State breach-of-contract claim that could result
in punitive damages — a remedy not available to the claimant under
the relevant ERISA provisions — was not saved under
§ 514(b)(2)(A)), with 

, 379-80 (holding that a
State law giving HMO members a right to independent review of cer-
tain denials of benefits was saved from preemption because, although
the State law replaced a term of the insurance contract, "the relief ulti-
mately available would still be what ERISA authorizes in a suit for
benefits under § [502(a)]"), and Metropolitan Life, 

(holding that a State law mandating that insurance policies provide
certain mental health coverage was saved from preemption under the
saving clause). Thus, although a State law may not supplement or
supplant § 502(a) remedies available to ERISA participants and bene-
ficiaries for claims regarding plan benefits, see Pilot 

, it makes "scant sense" to suggest that States are "powerless to
alter the terms of the insurance relationship in ERISA plans," UNUM
Life Ins. Co. v. Ward, 

, 375-76 (1999); see also Metro-
politan 

("Nor is there any contrary case author-
ity suggesting that laws regulating the terms of insurance contracts
should not be understood as laws that regulate insurance").

   The State regulation of insurance at issue here — the subrogation
prohibition of the Maryland HMO Act — is substantially farther
removed from any conflict with § 502(a) than was the second-opinion
procedure in Rush. Indeed, Prudential argues that the subrogation pro-
hibition does not create any right of action under the State HMO Act
or under State common law.* Regardless of whether this is correct,
the subrogation prohibition that is saved is not integrally related to the
enforcement scheme for violation of the Maryland HMO Act and thus

   *Prudential may not be totally accurate in this contention, however. In
regulating HMOs, the Maryland HMO Act creates a complaint system
within the agency structure for correcting violation of the Act’s provi-
sions, and the Act authorizes the issuance of administrative orders that
may be appealed administratively and to the courts.
               SINGH v. PRUDENTIAL HEALTH CARE PLAN                 15
stands on its own as a substantive provision governing the allocation
of risk assumed by an HMO contract. In that regard, it creates no con-
flict with ERISA’s exclusive provision of remedies under § 502(a).
While ERISA’s civil enforcement scheme contained in § 502(a)
creates an exclusive set of remedies that even a state regulation of
insurance may not supplement or supplant, ERISA "contains almost
no federal regulation of the terms of benefit plans," Metropolitan Life
Ins. Co. v. 

, that would conflict with
a substantive provision such as the subrogation prohibition.

   Prudential’s argument that the Maryland HMO Act’s subrogation
prohibition provisions supply a prohibited alternative remedy to the
exclusive remedial scheme set forth in § 502(a) is not persuasive. The
antisubrogation provision does not depend on any particular remedy
but operates simply to define the scope of a benefit provided to mem-
bers of HMOs in Maryland — i.e., entitlement to retain their full ben-
efit and not have it reduced by recoveries from third parties. In this
sense, it does not differ from any other State law mandating or regu-
lating a contractual benefit. Thus, although the HMO Act negates the
subrogation term of the plan here, it does not supply a prohibited
alternative remedy, and "the relief ultimately available would still be
what ERISA authorizes in a suit for benefits under § [502(a)]." 

. When describing the prohibited alternative remedy
that it argues the HMO Act supplies, Prudential describes that remedy
as "entitle[ment] under [Singh’s] Plan to receive the benefit of having
her healthcare paid for by Prudential." But this argument ignores the
distinction between defining a benefit and remedying improper
administration or denial of a defined benefit, such that, under Pruden-
tial’s logic, any State law defining a plan member’s entitlement to
certain benefits could not be saved from preemption. This logic has
no basis in law and makes "scant sense." UNUM 

.

   Because we conclude that the subrogation prohibition of the Mary-
land HMO Act does not supplement or supplant ERISA’s exclusive
remedies by creating a "prohibited alternative remedy," 

, it remains "saved" and therefore "supplies the relevant
rule of decision" in a § 502(a) claim to enforce the provision of State
law, UNUM 

. A State law preserved as a regula-
tion of insurance under § 514(b)(2)(A) may supply a substantive term
16             SINGH v. PRUDENTIAL HEALTH CARE PLAN
or mandate a benefit in an employee benefit plan, but once that term
or benefit becomes part of the plan, a suit to enforce it may only be
brought under § 502(a). In such a suit to enforce the terms of the plan,
the State law merely operates to define the benefits that may be
enforced under § 502(a). See Fink v. Dakotacare, 

, 689
(8th Cir. 2003) (recognizing "the distinction between a substantive
state insurance law, which if saved will provide ‘a relevant rule of
decision’ in an ERISA civil enforcement action, and a state judicial
remedy, which is conflict-preempted under Pilot Life even if it was
created or authorized by a state insurance statute" (citations omitted)).

   Having concluded that the Maryland HMO Act is saved in that it
satisfies the two-part test set forth in Miller and does not impermiss-
ibly conflict with § 502(a), we turn to the question of whether the dis-
trict court properly refused to remand this case to State court. This
question is resolved by determining whether Singh’s claims, pleaded
under State common law, fall within the scope of § 502(a) so that they
are to be treated as federal claims under ERISA through the doctrine
of "complete preemption" and therefore are subject to removal juris-
diction.

                                   V

   Although Singh’s complaint relies on the application of the Mary-
land HMO Act’s subrogation prohibition enforced through common-
law theories of unjust enrichment and negligent misrepresentation, the
question remains whether it in effect seeks a benefit due under the
terms of the Prudential plan. Even though the subrogation prohibition
from State law is saved and the Prudential plan must be enforced as
modified thereby, as we have concluded, if Singh’s claims fall within
the scope of § 502(a) of ERISA, they nonetheless will be "completely
preempted" with the effect that the claims are converted to federal
claims and the case is therefore removable to federal court.

   In drafting ERISA, "Congress clearly expressed an intent that the
civil enforcement provisions of ERISA § 502(a) be the exclusive
vehicle for actions by ERISA-plan participants and beneficiaries
asserting improper processing of a claim for benefits, and that varying
State causes of action for claims within the scope of § 502(a) would
pose an obstacle to the purposes and objective of Congress." Pilot
               SINGH v. PRUDENTIAL HEALTH CARE PLAN                   17

. The provisions of § 502(a) authorize plan partici-
pants or beneficiaries "to file civil actions to, among other things,
recover benefits, enforce rights conferred by an ERISA plan, remedy
breaches of fiduciary duty, clarify rights to benefits, and enjoin viola-
tions of ERISA." Marks v. Watters, 

, 323 (4th Cir.
2003). If a state-law claim falls within the scope of § 502(a), the
complete-preemption doctrine set forth in Metropolitan Life v. Taylor,

, 67 (1987), provides that the state-law claim is "necessar-
ily federal in character" such that it "arise[s] under" federal law and
is removable to federal court. The Court in Metropolitan Life v. Tay-
lor found that § 502(a) exhibited the "extraordinary pre-emptive
power" also found with respect to § 301 of the Labor Management
Relations Act ("LMRA") "that converts an ordinary state common
law complaint [in the Act’s scope] into one stating a federal claim for
purposes of the well-pleaded complaint rule." 

Thus, if
Singh’s state-law claims fall within the scope of § 502(a), they are not
only properly removed to federal court, they are also "treated as fed-
eral causes of action." 

. But to the extent that
state-law claims seek remedies that fall outside the scope of § 502(a),
they are rejected as preempted. 

case, the complaint, relying on state-law causes of action,
nonetheless seeks some remedies that undoubtedly fall within the
scope of § 502(a), even if others might fall outside of its scope.

   Relying on theories of unjust enrichment and negligent misrepre-
sentation under Maryland law, Singh’s class-action complaint seeks
a declaratory judgment that the subrogation term of the plan is illegal
under the Maryland HMO Act, that Prudential negligently misrepre-
sented its rights under the plan, that the HMO members need not pay
subrogation claims asserted by Prudential, and as to those members
who have already paid, that Prudential has been unjustly enriched.
The complaint also requests equitable restitution of amounts paid and
demands compensatory damages. Finally, the complaint requests an
injunction against future violations, including a prohibition against
Prudential from "increasing premiums, co-payments, or other charges
paid by class members when such increases are in whole or in part
for the purpose of recouping the losses or expenses incurred in con-
nection with this litigation." In sum, Singh seeks the return of
amounts paid under the authority of the subrogation clause in the Pru-
18             SINGH v. PRUDENTIAL HEALTH CARE PLAN
dential plan and demands consequential damages, as well as protec-
tive adjudications.

   For a substantial part of the relief requested, Singh’s complaint
asserts entitlement to undiminished benefits under the Prudential plan.
Because Prudential successfully pursued a subrogation claim against
Singh’s recovery from a third party, the benefit sought is the return
of funds taken pursuant to the plan’s subrogation term that was
negated by the Maryland HMO Act. At least this portion of the reme-
dies sought falls within the scope of those provided by § 502(a), par-
ticularly insofar as Singh’s individual claim for relief is concerned.
Section 502(a)(1)(B) allows a plaintiff to bring a claim "to recover
benefits due to [her] under the terms of a plan," while § 502(a)(3)
allows her to obtain injunctive or other appropriate equitable relief.

   Singh’s claim to recover the portion of her benefit that was dimin-
ished by her payment to Prudential under the unlawful subrogation
term of the plan is no less a claim for recovery of a plan benefit under
§ 502(a) than if she were seeking recovery of a plan benefit that was
denied in the first instance. Whether a State law defines the quantum
of a plan benefit by negating subrogation terms that would diminish
the benefit, as here, or defines a plan benefit by mandating coverage
of certain treatments, as in Metropolitan Life v. Massachusetts, 

(1985), ERISA’s complete dominion over a plan partici-
pant’s claim to recover a benefit due under a lawful application of
plan terms is not affected by the fortuity of when a plan term was mis-
applied to diminish the benefit. Thus, for purposes of complete pre-
emption under § 502(a), a claimant who is denied a benefit is no
different than a claimant who is faced with an invoice from the
insurer for the return of a benefit paid or a claimant who has paid such
an invoice, because resolution in each case requires a court to deter-
mine entitlement to a benefit under the lawfully applied terms of an
ERISA plan. The jurisdictional aspect of ERISA’s remedial scheme,
which overpowers even the well-pleaded complaint rule, cannot itself
be overpowered by clever or fortuitous maneuvers. See, e.g., Car-
ducci v. Aetna U.S. Healthcare, 

, 803 (D. N.J.
2002) (holding that plaintiffs’ claims to "regain the whole benefit pro-
vided to them by defendants, including those amounts paid in subro-
gation pursuant to the terms of the plans" were claims for "benefits
due under the terms of the plan" and therefore completely preempted).
               SINGH v. PRUDENTIAL HEALTH CARE PLAN                  19
But see Arana v. Ochsner Health Plan, Inc., 

, 470 (5th
Cir. 2002) (holding that a plan participant’s claim disputing enforce-
ment of a plan’s subrogation term in light of a State antisubrogation
law "is not one for benefits under section 502(a)"), reh’g en banc
granted, 

(5th Cir. 2003).

   In concluding that the fortuity of when a plan term was misapplied
to diminish a benefit is not determinative of whether Singh’s claim is
a claim for a benefit, we hold that when the validity, interpretation or
applicability of a plan term governs the participant’s entitlement to a
benefit or its amount, the claim for such a benefit falls within the
scope of § 502(a). Compare Administrative Committee v. Gauf, 

(7th Cir. 1999) (holding that a claim fell within the scope
of § 502(a)(3) because it was "most appropriately characterized as a
reimbursement right under the terms of the Plan and therefore a mat-
ter of federal law") (emphasis added), with Speciale v. Seybold, 

(7th Cir. 1998) (holding that a plan participant’s suit
requesting that a court apportion a settlement recovery was not com-
pletely preempted because "the claim [did] not involve the interpreta-
tion of contract terms"). Because Singh’s state-law claims cannot be
resolved without passing on the validity of the subrogation term of
her ERISA plan, those claims are within the scope of § 502(a) and
therefore are completely preempted.

   Singh’s claim for equitable relief is also identifiable as a claim
under § 502(a)(3). See, e.g., Lyons v. Philip Morris Inc., 

, 912-13 (8th Cir. 2000) (holding that plan trustees’ state-law
claims to recover, in connection with the plan’s subrogation term,
benefits paid was completely preempted under § 503(a)(3)’s exclusive
application to "suits to enforce the terms of the plan").

   Therefore, to the extent that Singh’s claims seek return of a plan
benefit unreduced by subrogation and equitable relief, they undoubt-
edly fall within the scope of § 502(a) and for that reason are "com-
pletely preempted." The district court therefore did not err in denying
plaintiff’s motion to remand.

                                  VI

  Because we have found that at least some of Singh’s claims are
completely preempted, leading to their conversion into federal claims
20              SINGH v. PRUDENTIAL HEALTH CARE PLAN
and their removal to federal court, those completely preempted claims
must now be decided by the district court. In dismissing the claims
based simply on preemption, the district court failed to appreciate that
the claims completely preempted were converted into federal claims
that need to be decided as federal claims under § 502(a). See Pilot

("[A]ll suits brought by beneficiaries or partici-
pants asserting improper processing of claims under ERISA-regulated
plans [should] be treated as federal questions governed by § 502(a)");

(determining that plaintiff’s state-law claims
were completely preempted and then assessing their merits, treating
them as § 502(a) claims); Darcangelo v. Verizon Communications,
Inc., 

, 195 (4th Cir. 2002) ("Nevertheless, when a claim
under state law is completely preempted and is removed to federal
court because it falls within the scope of § 502, the federal court
should not dismiss the claim as preempted, but should treat it as a fed-
eral claim under § 502"); see also Wood v. Prudential Insurance Co.,

, 682 (3d Cir. 2000) (Stapleton, J., dissenting) ("If a
claim based on state law is completely preempted, however, it is
treated as a federal claim; a district court has federal question removal
jurisdiction to entertain it, and the claim, after removal, should go for-
ward in the district court as a federal claim"); Jass v. Prudential
Health Care Plan, Inc., 

(7th Cir. 1996) (remanding
plaintiff’s state-law claim to the district court, after characterizing it
as a § 502(a) claim, to permit plaintiff to amend the complaint and
pursue relief under § 502(a)). The conclusion that a state-law claim
should be recharacterized as a claim arising under federal law and
assessed on the merits under federal law is supported by analogous
jurisprudence in the area of complete preemption under § 301 of the
LMRA. See Int’l Bhd. of Elec. Workers v. Hechler, 

(1987) (determining that plaintiff’s state-law claim was completely
preempted by § 301 of the LMRA and then remanding to the court of
appeals for reconsideration of the timeliness of the plaintiff’s claim
under § 301).

   This does not mean that all of Singh’s claims for damages asserted
under State law must be recognized by the district court on remand.
Rather, the district court must consider only remedies authorized by
§ 502(a) and must reject all others.

   On remand, to facilitate its consideration of Singh’s claims, the dis-
trict court may choose to grant plaintiff leave to amend her complaint
                SINGH v. PRUDENTIAL HEALTH CARE PLAN                   21
in order to clarify the exact scope of relief requested under § 502(a).
Repleading, however, is not necessary for the plaintiff’s claims to be
treated as arising under § 502(a). Regardless of how the plaintiff’s
claims are ultimately pleaded, the remedies available to plaintiff in
this case where Singh seeks to enforce the terms of an ERISA plan,
as modified by the Maryland HMO Act, are limited to those remedies
set forth in § 502(a).

                                   VII

   In sum, we conclude that Singh’s State common-law claims are
claims for benefits due under the terms of an ERISA plan and are
therefore "completely preempted," such that federal removal jurisdic-
tion exists. In reaching the conclusion that Singh’s claims seek to
enforce a term of the Prudential plan, we conclude that, although the
Maryland HMO Act "relates" to an employee benefit plan, it is saved
as a State regulation of insurance that does not conflict with § 502(a)
of ERISA, such that it defines a term of the ERISA plan. Because
Singh’s claims seek to enforce a term of the Prudential plan, as so
modified by State law, they are within in the scope of § 502(a) and
must be adjudicated as federal claims under that section. Finally, we
conclude that any claimed relief that supplements, supplants, or con-
flicts with the remedies provided by § 502(a) must be rejected as pre-
empted.

   Accordingly, we affirm the district court’s ruling denying plain-
tiff’s motion to remand, reverse its ruling granting Prudential’s
motion to dismiss, and remand to the district court for consideration
of plaintiff’s claims to the extent they fall within the scope of § 502(a)
of ERISA. In doing so, we express no opinion on whether all of the
relief requested in the current complaint is consistent with the reme-
dies supplied under § 502(a).

                                   AFFIRMED IN PART, REVERSED
                                       IN PART, AND REMANDED