Pilkington

I. Factual Background

Syncor International Corp. (“Syncor”), a health care ser- vices company, merged with Cardinal Health, Inc. (“Cardinal”) on January 1, 2003. Prior to the merger, Syncor was the administrator and fiduciary of the Syncor Employee’s Saving and Stock Ownership Plan (“the Plan”), a retirement plan governed by the Employee Retirement Income Security Act of 1974 (ERISA), 29 U.S.C. § 1001 et seq. Committee members appointed by Syncor’s board of directors adminis- tered the Plan. Syncor’s board of directors also had final decision-making authority regarding all aspects of the Plan’s administration. Defendants-Appellees Monty Fu (“Fu”) and Robert G. Funari (“Funari”) were both members of Syncor’s board of directors.

The Plan consisted of two components. First, the Plan’s 401(k) component allowed participants to contribute between one and fourteen percent of their compensation each pay 1436 IN RE: SYNCOR ERISA LITIGATION period to any of the nine available investment funds chosen by Syncor.1 The second component of the Plan allowed partic- ipants to invest as much as an additional two percent of their compensation in an employee stock ownership plan…