Given the task definition and input, reply with output. In this task, you will be shown a prompt from a judicial decision and multiple holding statements derived from citations following text in a legal decision. Holdings represent the governing legal rule when the law is applied to a particular set of facts. There are five answer choices for each citing text. The correct answer is the holding statement that corresponds to the citing text. The four incorrect answers are other holding statements. You should find the correct option. There is a <HOLDING> token in the position of the citing text prompt where the holding statement was extracted.

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
Holding statements: (A) holding removal and preemption are distinct concepts erisa preemption does not allow removal unless complete preemption exists (B) holding that a termination of an erisa plans benefits must be based upon the plans terms and language (C) recognizing limits on the erisa preemption clause (D) holding that a statute relates to erisa plans for the purposes of preemption if it requires the plans to purchase the benefits specified in the statute when they purchase a certain kind of common insurance policy (E) holding the economic effects that claims might have on erisa plans are not sufficient for preemption to occur
(E)