With no explanation, chose the best option from "A", "B", "C" or "D". under § 1144(a). Moreover, despite the broad language of undivided loyalties in Castonguay, it is not immediately apparent how the alleged fraud, breach of duty, and negligence of the Committee members on behalf of the ESOP here would directly conflict with their fiduciary duties under ERISA. Unlike that case, the state law claims here did not arise from transactions directly relating to plan benefits or administration. The conduct at issue concerned the acquisition of Norcal shares in exchange for restricted notes and a subsequent failure to redeem those notes. As such, the only impact that the state law duties might have had on the plan or its beneficiaries is an indirect economic burden, which we have held to be insufficient for conflict preemption. See Blue Cross, 187 F.3d at 1052 (<HOLDING>). Finally, as in Sommers, the members of the

A: holding the economic effects that  claims might have on erisa plans are not sufficient for preemption to occur
B: recognizing limits on the erisa preemption clause
C: holding removal and preemption are distinct concepts erisa preemption does not allow removal unless complete preemption exists
D: holding that a termination of an erisa plans benefits must be based upon the plans terms and language
A.