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MEMORANDUM OF DECISION ARTERTON, District Judge. TABLE OF CONTENTS I. Introduction. 229 II. Findings of Fact. 230 A. The Parties . 230 B. Labor Relations at EB. 231 C. Development of the Golden Handshake . 233 D. MTC Contract Negotiations. 236 E. Extending the Golden Handshake to Other Groups. 239 F. Inquiries to Benefits Counselors at EB . 240 III. Conclusions of Law. 242 Fiduciary Capacity. 242 ¡> Scope of Fiduciary Duties. 243 td Fiduciary Duties under Ballone, Becker, and Mullins. 247 o 1) Failure to Disclose. 247 2) Materiality of Misrepresentations. 249 a) Principles of Serious Consideration . to ^ CD b) Serious Consideration of Plan Changes for Various Employee Groups . DO OX tO D.Individual Plaintiffs.■.!. to OX CR 1) “Phase One” Plaintiffs. LQ lO <NJ 2) Representative Plaintiffs. t — ( CD IV. Conclusion . . 273 I.INTRODUCTION In the early 90’s, people around the world rejoiced at the fall of the Berlin wall and the end of the Cold War. But to paraphrase Ernest Thayer, there was no joy in Groton, Connecticut. Groton is the home of Electric Boat (“EB” or “Electric Boat”), a major defense contractor and one of only two submarine manufacturers in the country. Electric Boat employed thousands of draftsmen, laborers, engineers, and other workers, all of whom had essentially spent their working lives engaged in the Cold War. As the federal government drastically cut defense spending, EB and other defense contractors were forced to cut costs and reduce their workforces. As part of the workforce reductions, EB offered its workers early retirement incentives, or “golden handshakes”; some employees, such as the plaintiffs, however, retired before these incentives were announced, and were therefore unable to participate in the enhanced benefits. Plaintiffs claim that General Dynamics (“GD” or “Corporate”), the parent corporation of EB, breached its fiduciary obligations under the Employee Retirement Income Security Act (ERISA) when it failed to disclose or misrepresented factual information about the retirement incentives to potential retirees. This memorandum of decision contains the Court’s findings of fact and conclusions of law based on the evidence presented at the bench trial held November 1 - November 19, 1999. II. FINDINGS OF FACT A. The Parties Defendant General Dynamics Corporation is a Delaware corporation headquartered in Falls Church, Virginia. General Dynamics is a prime defense contractor for the United States (“Government”) and its allies. Stipulations of Fact, ¶ 4 (Stip.). Through its divisions and subsidiaries, General Dynamics designs and builds complex marine and ground combat systems, including submarines, tanks, amphibious assault vehicles, and ships, as well as complex auxiliary military systems, including armaments, artillery, and computerized information systems and technology. General Dynamics designs and builds submarines for the Government by and through EB, its wholly-owned subsidiary and former division. Stip. ¶¶ 5, 6. At the time relevant to this opinion, Electric Boat was a division of General Dynamics. Electric Boat has facilities in several states, and operates primarily in Groton, Connecticut. Electric Boat’s operations in Groton, Connecticut are divided between: (1) submarine construction in the shipyard (or, “the yard”); and (2) submarine design and engineering (or, submarine “innovation”) on “the hill.” Plaintiffs are eighty-nine formér employees of Electric Boat who are now retired. Fifteen of the plaintiffs were, at the termination of their employment with Electric Boat, hourly employees represented by the Metal Trades Council of New London County (“MTC” and “MTC plaintiffs”). The MTC is an umbrella labor organization that operates as the collective bargaining representative for ten local trade unions; the MTC plaintiffs worked in the yard at Electric Boat’s Groton, Connecticut facility, on submarine construction. Sixty-two of the plaintiffs were, at the termination of their employment with Electric Boat, salaried employees at various Electric Boat facilities (“Salaried plaintiffs”). Four of the plaintiffs were, at the termination of their employment with Electric Boat, non-union hourly employees, who worked at Electric Boat’s Quonset Point, Rhode Island shipyard (“Non-Union Hourly plaintiffs”). Eight of the plaintiffs were, at the termination of their employment with Electric Boat, hourly workers represented by the Marine Draftsmen’s Association (“MDA” and “MDA plaintiffs”). All plaintiffs worked at various EB facilities, including Groton, Quonset Point, Windsor Locks, and administrative facilities in Groton but removed from the main facility. Each plaintiff was, at the termination of his or her employment with Electric Boat, a participant in a General Dynamics-sponsored pension plan pursuant to the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. §§ 1002(7)-(8). Each General Dynamics-sponsored pension plan is a separate benefit structure within General Dynamics Retirement Plan (Government) (“Master Plan”). Each MTC plaintiff was, at the termination of his or her employment with Electric Boat, a participant in the 1991 General Dynamics Retirement Plan for Electric Boat Division Hourly Rate Employees' — Groton (“Former MTC Plan”), an employee benefit plan pursuant to ERISA, 29 U.S.C. § 1002(3). The Former MTC Plan was to expire on July 2, 1995 at midnight, simultaneously with the expiration of the 1991 collective bargaining agreement between the MTC and Electric Boat (“1991 MTC Collective Bargaining Agreement”). Each MDA plaintiff was, at the termination of his or her employment with Electric Boat, a participant in the 1993 General Dynamics Retirement Plan for Electric Boat Division Marine Draftsmen’s Association UAW Hourly Rate Technical Design Employees (“Former MDA Plan”) pursuant to ERISA, 29 U.S.C. §§ 1002(7)-(8). The Former MDA Plan is an employee benefit plan pursuant to ERISA, 29 U.S.C. § 1002(3). The Former MDA Plan was to expire on July 28, 1996 at midnight, simultaneously with the expiration of the 1993 collective bargaining agreement between the MDA and Electric Boat (“1993 MDA Collective Bargaining Agreement”). Stip. ¶¶ 26-27, 30, 59-60. Both the Former MTC Plan and the Former MDA Plan could be amended or modified only with: (a) the approval of and by the Chief Executive Officer and Chairman of the Board of Directors of General Dynamics; and (b) the agreement of Electric Boat and the union, reached through collective bargaining pursuant to the National Labor Relations Act (“NLRA”), 29 U.S.C. §§ 51 et seq. Stip. ¶¶ 31, 61. Each Salaried plaintiff was, at the termination of his or her employment with Electric Boat, a participant in the former General Dynamics Retirement Plan for Salaried Employees (“Former Salaried Plan”), and each Non-Union Hourly plaintiff was, at the termination of his or her employment with Electric Boat, a participant in the former General Dynamics Retirement Plan for Electric Boat Division Hourly Rate Employees — Quonset (“Former Non-Union Hourly Plan”). Both plans were employee benefit plans pursuant to ERISA, 29 U.S.C. § 1002(3). The Former Salaried Plan could be amended so as to increase benefits only with the approval of and by the Board of Directors of GD, while the Former Non-Union Hourly Plan could be amended or modified only with the approval of and by the Chief Executive Officer and Chairman of the Board of Directors of General Dynamics. At all relevant times, General Dynamics was the sponsor and administrator of both the Former Salaried Plan and the Former Non-Union Hourly Plan pursuant to ERISA, 29 U.S.C. §§ 1002(16)(A)-(B). Stip. ¶¶ 38-56. General Dynamics provided participants in all the above employee benefit plans with a booklet-form Summary Plan Description (“SPD”) of the respective plans, in accordance with ERISA, 29 U.S.C. § 1021(a). Stip. ¶¶ 33, 43, 52, 63. B. Labor Relations and Economic Conditions at EB Between 1970 and 1991, funding for the manufacture of eighty-three submarines for the United States Navy was authorized by Congress. During this time, Electric Boat’s sole competition for U.S. Navy submarine construction contracts came from Newport News Shipyard in Newport News, Virginia (“Newport News”). EB was awarded fifty-three of the Navy contracts, and Newport News Shipyard was awarded the remaining twenty-nine. When bidding on these submarine contracts, EB utilized a forward pricing rate, or a “wrap rate,” that incorporated the costs for direct labor, overhead, and materials, and the number of labor hours necessary to build the submarine. Testimony of Donald Norman (“Norman Test.”) at 372. Beginning in 1991, in the wake of the Cold War’s end, the United States Navy dramatically reduced its planned purchases of nuclear submarines from Electric Boat, including the announced cancellation of the Seawolf Class of nuclear submarines. Stipulation of Facts, Tr. at 719. In response, Electric Boat began a process of downsizing and reorganization generally referred to as the Re-Engineering effort. Id. Part of the Re-Engineering effort was to reduce the number of persons employed at Electric Boat from 22,000 to 7,000 within five years. The reductions were focused on submarine production in the “yard,” rather than submarine design on the “hill,” as the Navy continued to award contracts for new submarine designs. Id. Because these workforce reductions were done according to reverse seniority under the respective union contracts, EB became concerned about maintaining “critical skills,” a concern apparently based on the perception that the physical agility necessary to work in the cramped quarters of submarines decreased with age. Norman Test, at 365. The downsizing and re-engineering came at a time of tense labor relations at Electric Boat. In 1988, the MTC had gone on a bitter 103-day strike at Electric Boat. Norman Test, at 385. For several years following the 1988 MTC strike, communications between Electric Boat and its unionized workforce remained strained. Norman Test, at 388. In early 1989 Don Norman (“Norman”) was named vice president of human resources at the company’s Electric Boat Division. Part of the reason for his appointment was his success at improving labor-management relations at Land Systems, another General Dynamics division. Norman Test, at 386. Norman was one of EB’s senior managers who had supervisory responsibility for all benefits-related matters at Electric Boat. Norman reported, in part, to GD human resource officials whose primary responsibility was to approve company policy changes and make sure the company divisions followed them. Norman also had supervisory responsibility for all communications with employees at Electric Boat. Norman Test, at 355. EB utilized a variety of written publications to communicate with the EB employees, including a publication entitled “EB News,” a newsletter aimed at the entire workforce. Testimony of Neil Ruenzel (“Ruenzel Test.”) at 1802-OS. The “JPPC Update”was another means of communication aimed at the “delivery” workforce, meaning those who worked in the shipyard, and the “MDA News” sought to reach the unionized engineers and designers. Testimony of Melvin Olsson (“Olsson Test.”) at 954. All of these newsletters were published on a periodic basis, while the “EB Bulletin” was distributed only on an ad hoc basis for key announcements. Norman Test, at 101, Ruenzel Test, at 1808. Norman testified that he believed that these publications were left in boxes by gates and time clocks for employees to pick up, but he was not aware of any formal distribution channels. Norman Test, at 820. According to Norman, union-related pension changes would be initiated at both the division and the corporate level, but could be approved only by GD corporate. Norman Test, at 66-67. In order to receive approval for a golden handshake offer at GD, the idea would be studied and approved at the division level, and then forwarded to corporate for approval. Id. The same general structure applied to collective bargaining negotiations. Whereas in previous negotiations a corporate labor-relations representative from GD would come to Groton to negotiate the contract, done in classic tough management style, at all times relevant to this dispute, EB was given limited authority to negotiate and reach agreement with the union, within the prescribed economic parameters set by GD. EB negotiators, such as Norman, attended “Economic Parameters” meetings at corporate headquarters, during which corporate finance and HR officials would discuss the economic limits within which EB negotiators could operate and would authorize particular packages or wage structures. These economic issues, which included changes to the EB pension plan, could only be approved through this procedure, as neither Don Norman nor James Turner, then the Chief Executive Officer of EB, had the authority to revise the plan or reach agreement on issues such as wages. Norman Test, at 724-25. Under its re-engineering program, Electric Boat began laying off unionized manufacturing employees in 1991, which presumably did nothing to assuage the existing labor-management tension at EB. In mid-1991, Norman was transferred to GD’s corporate office, but was transferred back to the Vice-President position at the EB division during the second quarter of 1993 as a result of a corporate reorganization. Norman Test, at 63. Upon his return to EB, Norman initiated talks with the MTC leadership that resulted in the formation of a joint committee — the Joint Planning Process Committee (“JPPC”). The purpose of the JPPC was to re-establish productive communications between Electric Boat management and the MTC and to discuss and address the new economic realities at Electric Boat, including the need for substantial workforce reductions in the yard. According to Norman, the committee operated on a consensus basis, and only communications authorized by the entire committee were to be released to the general EB population, via the JPPC Communications subcommittee. Norman Test, at 400-414. This subcommittee communicated with the Electric Boat workforce by means of a newsletter, the “JPPC Update,” which was distribut- . ed in boxes at the gates and plant exits. Testimony of Joe Quatrimoni (“Quatrimoni Test.”) at 816. The JPPC had no official decision-making authority, nor was it able to discuss “negotiable” issues such as wages. The evidence demonstrates, however, that EB was very concerned with improving its relations with the MTC, and sought the union’s involvement in its efforts to reduce costs while maintaining “critical skills.” The amount of resources expended on the institution and perpetuation of the JPPC indicate that EB viewed this committee as an important adjunct to EB’s decision-making process as a precursor to negotiations, while not formally recognized as such. C. Development of Golden Handshake According to Norman, he began considering the possibility of offering retirement incentives, or “golden handshakes,” to EB employees in 1994. Norman Test, at 102. Historically, GD had never offered such retirement incentives, but on February 21, 1994 the Land Systems Division Norman had previously supervised offered a Golden Handshake to its employees. P.Ex. 11. Interest in golden handshakes for EB employees first arose at the initial JPPC meeting on December 20-21, 1993, where it was listed on a “tally” of the various issues the JPPC would address. P.Ex. 78. The president of the MTC, Kenneth Dela-Cruz, testified that the MTC leadership used the JPPC as a forum to indicate its interest obtaining retirement incentives as part of its next collective bargaining agreement to be negotiated in 1995. DelaCruz Test, at 838-39. Norman was a member of the JPPC, along with representatives of each MTC union and other management personnel. Norman Test, at 86. In early April 1994, Norman saw reports in area newspapers that, in the midst of enormous layoffs, EB president James E. Turner, would receive an annual compensation package worth approximately $7 million. P.Ex. 13. In response to the publicity, at an April meeting angry members of the JPPC confronted Norman with this information and demanded the creation of financial incentives which reached workers as well as top management. P.Ex. 14 at 009230. They discussed profit sharing, and the need to “share the wealth.” Id. In response to this criticism, in the April 8, 1994 “JPPC Update” Norman confirmed that he “has been looking at the possibility of [profit sharing and] golden handshakes for the entire Electric Boat workforce .... ” Jt.Ex. 23. In his trial testimony, Norman confirmed this was an accurate statement of fact at the time it was made, in that he was considering many different possibilities, including golden handshakes, profit-sharing, and “team rewards” plans, to reduce costs and accomplish the necessary downsizing. Norman Test, at 103. Before the end of April 1994, the possibility of a golden handshake was included on a list of “discussible” items to be considered as part of the JPPC process, P.Ex. 17, even though issues such as the wage structure at EB or manpower concerns could not be resolved by the JPPC, as they were subject to the collective bargaining process. Delacruz Test, at 838; Norman Test, at 416. Minutes from the April 27, 1994 meeting indicate that the committee’s delineation of the issues that were appropriate for JPPC discussion resulted in placement of golden handshakes on the “discussible” side. Def.Ex. 24. From June 20-22,1994, the JPPC held a two-day off-site working meeting, “Interlaken.” P.Ex. 16; P.Ex. 94 at 009122. A document entitled “Issues,” produced for the Inter-laken meeting, lists golden handshakes, along with three other issues that were to be addressed at this meeting. P.Ex. 94. Further documents produced from this meeting show that golden handshakes were to be discussed in a variety of contexts, including the retention of critical skills and implementing the down-sizing effort. Id. A document produced after the first session of the Interlaken meeting, entitled “What Do You Want Out of the Two Days?”, indicates that some participants sought an announcement to employees that the JPPC is “seriously” talking about a golden handshake. P.Ex. 95 at 009140. While the seriousness with which the JPPC addressed the golden handshake issue at Interlaken is not clear, on June 28, 1994, the JPPC established a specific “Golden Handshake Subcommittee” to explore the possibility further. Def.Ex. 26; Norman Test, at 432. The Golden Handshake Subcommittee (“GH Subcommittee”) was co-chaired by Electric Boat employees Robert DiNapoli, EB’s Manager of NonNuclear Operations, and Joe Quattromani, the MTC secretary-treasurer. Norman was also a member. P.Ex. 24. The July 1, 1994 edition of “EB News” published an interview with Norman, in which he stated that the company was “looking at this issue [the golden handshake]. ... We are looking at it seriously now ... We are looking at one that we could implement across the board. My sense is that we’ll come up with something, but it will not be this year because of our workload. If we do anything, it’ll probably happen in 1995.” Jt.Ex. 17. Beginning on July 14, 1994, the Golden Handshake Subcommittee met on a monthly basis for the remainder of the year. P.Exs. 24, 33, 42. According to meeting minutes, subcommittee members studied numerous specific golden handshake proposals available at other companies, including Pfizer and Land Systems. P.Exs. 25, 29. The subcommittee also reviewed a matrix of 38 different company golden handshakes, prepared by Marie Pardo from the Employee Benefits office and Co-Chair Quattrimoni. P.Ex. 46. The minutes of the August 11, 1994 meeting reflect that Norman cautioned the golden handshake subcommittee members “not to give false hopes ... when people ask you about should they retire or not. Your answer should be that we are studying the different scenarios of the [g]old[en] [h]andshake in different places and when it will happen or not happen, we do not know.” P.Ex. 33. While the proceedings of the Golden Handshake Subcommittee were kept confidential, the 'possibility of a golden handshake was not kept secret from the EB workforce, as Joe Quattrimo-ni testified that he told inquiring MTC members that a golden handshake was under discussion, but that nothing was decided. Quattrimani Test, at 872. At the August 25, 1994 meeting of the Golden Handshake Subcommittee, Daniel S. Hapke, Jr., Division Vice President and General Counsel, delivered a detailed slide presentation on “Issues to Consider in Designing a Retirement Incentive Window (RIW).” The presentation addressed several questions, such as sources of funding and potential legal issues, including fiduciary obligations. P.Ex. 42. The minutes indicate that the attendees discussed possible target populations for a golden handshake, as it could be “aim[ed] at BU (bargaining unit), employees, NBU (non-bargaining unit), or both.” P.Ex. 42. In addition, one of the slides prepared for this presentation lists the potential offer-ees for such a golden handshake: “Members of the Bargaining Units ... Salaried ... or Both.” P.Ex. 42. According to the minutes, Marie Pardo from the benefits office was also present at the meeting, and informed the JPPC members that she was “integrating data” for the matrix she was preparing. P.Ex. 42. The September 15, 1994 meeting minutes of the Golden Handshake Subcommittee indicate that Marie Pardo was also in attendance at that meeting, and that a letter had been received from an employee asking whether EB would offer early retirement incentives to its workforce. P.Ex. 46. Based on the minutes, the Court infers that a discussion of how to respond to employee inquiries occurred, and Pardo apparently provided some information from an early retirement incentive offered in 1991, presumably at another company. An excerpt of this information, as recorded in the minutes, provides a good snapshot of the participants’ state of mind on the issue: Decisions are made at the highest level of management and cannot be disclosed in advance. It is not possible to know whether the Company will or will not offer in the future any other early retirement or exit incentive programs and, therefore, no manager is in a position to advise any employee whether or not to participate in the [early retirement plan] or to speculate about future exit incentive programs. Unless and until any special offers are formally announced by the Company, no one is authorized by the Company to give assurance that a special offer will or will not occur. Id. The attendees apparently took this advice to heart, and authorized a letter responding to the inquiring employee, in which “nothing about consideration or having a Golden Handshake plan should be mentioned.” Id. The GH Subcommittee continued to meet, and review additional plans from other companies, and by October 1994 had also reviewed charts showing company costs broken down by age for the entire workforce, as well as manning projections and age data concerning the Electric Boat workforce as a whole and the MTC workforce in particular. P.Exs. 86, 88, 93. At that October 14, 1994 meeting, Marie Par-do of the Employee Benefits office presented a paper entitled “Focus on Early Retirement” which discussed golden handshake options. P.Ex. 51. In its final two months of operation, the GH Subcommittee broke into two smaller sub-subcommittees; one to address “should we have a golden handshake,” P.Ex. 53 at GD008983, and one to address the structural elements of such an offer. P.Ex. 51. Both of the sub-subcommittees were informed that their final reports to the JPPC were expected in December. P.Ex. 51. On November 9, 1994 the Golden Handshake “Structural” Sub-subcommittee met. It discussed the structure, funding, and scope of a possible golden handshake, reaching resolutions which were ultimately reflected in the final version of the golden handshake offer: (a) the golden handshake should be targeted at those over fifty-five; (b) it should be offered to all departments; (c) it should be funded out of the pension fund; and (d) it should address extended medical benefits. P.Ex. 54. Also in November 1994, Human Resources prepared a demographic survey of the entire Electric Boat workforce for use by the Critical Skills Committee, another JPPC subcommittee. This data charted MTC employees by age and years of service, and was shared with the GH Subcomittee. P.Ex. 50. A November 10, 1994 JPPC Update confirms that the Golden Handshake Subcommittee was to finish business by “the Christmas shutdown,” Jt. Ex. 28. As of the final JPPC meeting on December 2, 1994, the Golden Handshake Committee and the JPPC tabled the matter because MTC contract negotiations were commencing, and the committee considered that it had gone as far as its mandate allowed in pursuing the issue. Jt.Ex. 29; Quattrimani Test, at 909; Norman Test, at 605. Norman testified that to his recollection, the Golden Handshake Subcommittee of the JPPC never reconvened. Norman Test, at 440. Neither the Golden Handshake Subcommittee nor the JPPC ever received any financial or actuarial data regarding the cost to EB of any early retirement incentives. The JPPC and the GH Subcommittee never made any formal recommendations to EB management as to the need or structure of any retirement incentive because such programs are negotiable issues subject to the process of collective bargaining and “Economic Parameters” meetings discussed above. Nonetheless, although the JPPC and its constituent subcommittees issued no final report or concrete proposal, it is clear from the evidence presented at trial that the EB management considered the JPPC an important part of its decision-making process, both in developing the proposal that was ultimately adopted and, on a more abstract level, in demonstrating to the workforce that EB was truly committed to improving its labor relations and changing the culture at EB as the re-engineering effort continued. It is undisputed that the required order of MTC layoffs would have a negative impact on the critical skills of the workforce in the “yard.” Therefore an early retirement incentive was conceptualized as providing two benefits to Electric Boat: it served as a bargaining item in negotiations for EB to use to trade off against other costs for the unionized workforce, and it helped achieve the goal of reducing the number of employees in the yard without recourse to layoffs based on inverse seniority. Therefore, while there is no evidence that during the JPPC process EB management promised or expressly indicated it would seek approval from General Dynamics to offer a retirement incentive to the MTC workforce, the idea clearly had momentum, and was moved into the MTC collective bargaining framework which commenced in January of 1995. D. MTC Contract Negotiations With MTC employees’ union contract expiring in July, 1995, contract negotiations between Electric Boat and the MTC commenced on January 23, 1995. Def.Ex. 33. In the negotiations that led to the 1988 strike, both the union and EB management communicated with the EB workforce separately, each with its own “spin.” This polarized communication had exacerbated the tensions surrounding the negotiations, according to Tom Kiddy, who was the chief negotiator for EB in the 1995 MTC contract talks. Thus, to further reduce the strain on the relationship between the two during the 1995 negotiations, both the union and EB agreed that the substance of the 1995 bargaining would remain confidential until the negotiations were completed, and that any specific information would be released only through joint EB-MTC communications. Kiddy Test, at 940. The MTC and EB also agreed to resolve non-economic issues before beginning bargaining on economic issues, such as wages and retirement incentives. As noted above, while division-level management officials at EB actually participated in the process of collective bargaining at EB, they needed the authorization of GD corporate officials to make or accept offers on certain economic issues. Norman testified that as of late 1994-early 1995, while he viewed the golden handshake as a good way to reduce numbers and still retain critical skills in the EB workforce, he was concerned about corporate’s receptivity to the proposal. Norman Test, at 454. On February 23 1995, Rhonda Migdail (“Migdail”), General Dynamics Corporate Vice-President of Benefits, met with Norman and other EB management officials at EB to discuss the MTC negotiations, and prepare for upcoming meetings with GD corporate officials on the economic parameters for final negotiations. Norman Test, at 484; P.Ex. 63 (under seal). David P. McLean, a representative of W. Alfred Hayes & Co., General Dynamics’ long-standing actuary for pension-related calculations, attended this meeting as well. Norman Test, at 532. The EB management officials in attendance told the corporate representatives that some sort of retirement incentive had been identified as a high union priority for the upcoming economic negotiations. P.Ex. 63 (under seal). EB management did not know if there were sufficient assets in the General Dynamics Master Plan to fund such an incentive. Migdail and EB management asked McLean to calculate the liabilities to the Master Plan for various forms of retirement incentives for the MTC, and these data were provided March 8, 1995. Jt.Ex. 361 (under seal). One of these options was deemed a “55/10” retirement incentive, or one available to employees who were at least fifty-five years of age and had at least ten years of continuous service. Id.; Norman Test, at 486-87. Other options were also costed out, including a “55/80” retirement incentive, available to MTC members who were at least fifty-five years of age and whose age plus years of service equaled eighty or greater, and a “55/85” retirement incentive, available to MTC members whose were at least fifty-five years of age and whose age plus years of continuous service equaled eighty-five or greater. Id. The actuary also costed out the costs of providing one year free medical coverage to retirees, plus the cost savings that would result by eliminating certain retiree medical benefits, a company objective. Id.; Norman Test, at 497. Starting in mid-April, members of EB management including Norman, Turner, and Thomas Brown, EB’s Vice-President of Finance and Operating Systems, met several times and discussed the various options for retirement incentives, in preparation for the economic parameters meetings to be held at General Dynamics headquarters. Norman Test, at 533. In these discussions they debated the pros and cons of offering retirement incentives, but as Norman testified, “by the time we got to corporate, we were pretty much on the same page.” Norman Test, at 534. Norman, Turner, and Brown agreed to recommend at the economic parameters meeting that EB offer an in-plan early retirement incentive to the MTC during contract negotiations. On May 2, 1995, a “preliminary” economic parameters meeting for the MTC negotiations was held at General Dynamics corporate headquarters in Falls Church, Virginia. Mancuso Test, at 734; Norman Test, at 497; Testimony of Thomas Brown (“Brown Test.”) at 671. Attendees at this meeting included Donald Norman; Thomas Brown, EB’s Vice President — Finance; Terry Chambers, EB’s Manager-Finance; and Tom Kiddy, Director of Employee Relations, Staffing and Placement for Electric Boat. The corporate representative included Rhonda Migdail, General Dynamics Corporate Vice-President of Benefits; Ralph Kiger, Vice President of Human Resources and Administration; and Michael Mancuso, General Dynamics’ Chief Financial Officer. Mancuso Test, at 727; Norman Test, at 492. Norman presented the MTC economic parameters proposal, including the early retirement incentive, as a sort of “dry run” with the human resources and benefits people at corporate “to make sure they were in concert” with the EB management. Norman Test, at 492. The package Norman prepared for this meeting indicates that Norman viewed retirement incentives as both a company objective and a union goal. Def.Ex. 368 (under seal). The presentation included the 55/10 retirement incentive, as well as the elimination of the retiree Medicare Supplement coverage. Id. The presentation also showed that Newport News had implemented its early retirement incentive, at approximately the same cost as EB’s proposed program. Id. Corporate apparently greeted Norman’s proposal with some skepticism, as they were concerned about the costs and the justification for the program. Norman Test, at 511. Mancuso testified that he had concerns about the financial incentives, including whether the costs would be “allowable” in EB’s government contracts, and whether the plan would result in the pension fund liabilities exceeding its assets. Mancuso Test, at 733-734. Mancuso asked EB management for more information on the impact the incentive program would have on various areas of corporate finance. Mancuso Test, at 735. The first regular MTC economic parameters meeting was held on May 8, 1995 at General Dynamics corporate headquarters. In addition to the attendees at the preliminary May 2 meeting, EB’s CEO James Turner, General Dynamics President James Mellor and Vice President Nick Chabraja also attended. Mancuso Test, at 734. Norman had revised the early retirement incentive presentation to reflect the company’s objectives on retiree medical care benefits, and also noted top union objectives, including achievement of the golden handshake. Def.Ex. 452 (under seal). EB management also presented the 55/85 early retirement incentive proposal instead of the 55/10 proposal, which Mig-dail had deemed “too rich.” Norman Test, at 511. Mancuso testified that he was still not convinced of the soundness of EB’s proposal at this time, as he remained concerned about the impact of such a proposal on General Dynamic’s financial condition. He asked EB management to collect more data, and in particular to cost-out the liability to General Dynamics if such a retirement incentive was offered to all EB employees, including salaried and non-union hourly employees, because he “was concerned that, of course, that the impact of a program offered to the MTC may at some point in time also wind up being offered to other elements of the population and/or other business units within General Dynamics. ...” Mancuso Test, at 737. Norman testified that he had not prepared such calculations because he was focused on the MTC negotiations and had not considered other employee groups. Norman Test, at 517. GD corporate officials were also concerned about the different funding mechanisms for a retirement incentive, particularly whether to fund them “in-plan,” meaning with the pension fund assets, or “out of plan,” meaning with General Dynamics’ assets. An out-of-plan retirement ■incentive -would have an immediate impact on General Dynamics’ earnings, and would increase the bidding rate for government contracts in that particular year. The impact of an in-plan retirement incentive, in contrast, would be spread out over several accounting periods, and would be dependent on the funding status of that plan: if the plan were in a surplus position, the surplus could be used to absorb the increased costs without requiring additional contributions by the employer. Mancuso Test, at 742. In accordance with corporate’s instructions at the May 8 meeting, McLean the actuary performed additional calculations to estimate the cost of extending the golden handshake to other employee groups at EB. Mancuso Test, at 737. His first estimates utilized the 55/85 plan to calculate the costs for the non-union employees, the salaried employees, and the technical design employees (the MDA group). On May 23, McLean modified his earlier calculations and estimated the liabilities for a 55/10 retirement incentive for all employee groups at EB. Def.Ex. 376 (under seal). Norman and the EB management presented these numbers at the second economic parameters meeting on June 1, 1995. In the interim, after the first economic parameters meeting on May 8, 1995, Man-euso and the corporate finance department conducted additional studies of the early retirement incentive, including a current analysis of the pension plan assets. Man-cuso Test, at 738. Although an exact date is not clear from the record, at some point between the May 8 meeting and the second economic parameters meeting on June 1, 1995, Mancuso learned that the General Dynamics pension plan was overfunded; that is, its assets exceeded its liabilities such that General Dynamics did not need to make pension contributions, and the additional costs of the MTC retirement incentive would still not take the plan out of 'a surplus position. Mancuso Test, at 755. Mancuso testified that this discovery made the decision to approve the retirement incentives easier, as “there would be no immediate impact for the foreseeable future on estimated cost, bid rates, [and] the competitive posture of Electric Boat.” Id. Prior to the second economic parameters meeting on June 1, 1995, Norman met with Migdail and Kiger at EB at some point towards the end of May. He informed them that he was very concerned about receiving approval for the golden handshake, because he saw' it as a potential strike issue with the union, and that he “really need[ed] to have the 55 and 10 option.” Norman Test, at 519. At the second economic parameters meeting on June 1, 1995 Norman again presented the 55/10 retirement incentive plan. The only difference between the figures presented by Norman at the May 8 meeting and the June 1 meeting is the varying eligibility levels for the golden handshake, although the cost estimates for the 55/10 plan varied slightly from the May 1, 1995 preliminary economic parameters meeting. Norman Test, at 522. The financial data he presented included liability estimates for all employee groups, and the cost savings that would result from certain benefit cuts. Def.Ex. 223 (under seal). At the June 1, 1995 meeting, no doubt aided by the knowledge of the Plan’s surplus funding situation, Norman convinced General Dynamics about the importance of the golden handshake, and that it would allow him to maintain critical skills and improve relations with the union while still reducing the workforce. Norman received approval to offer the 55/10 option to the MTC, but he did not request approval to extend the same offer to the salaried, non-hourly and MDA employees. EB made a golden handshake offer to the MTC at the bargaining table, and at midnight on July 2 the union and the company agreed on a contract providing for the 55/10 retirement incentive with two years of company-paid medical coverage, and the elimination of retiree supplemental medical benefits. Def.Ex. 348; Norman Test, at 270. Five days later on July 7,1995, union members ratified the contract by a nine-to-one margin. Norman Test, at 274. E. Extending the Golden Handshake to Salaried, Non-Union and the Technical Design Employees. While there was no evidence regarding direct historical linkages between benefits received by the MTC and the benefits offered to other employee groups, the JPPC discussions regarding golden handshakes did seem to have a ripple effect at EB, as numerous people believed that benefits received by the MTC might “flow down” to the other employee groups. Testimony of Plaintiff Raymond Hudson (“Hudson Test.”) at 1572. The MDA-represented engineering employees also heard of the golden handshake discussions, and in December 8, 1994, Robert Nardone, Electric Boat’s Director of Compensation was interviewed by the MDA/Engineering News. Nardone, who was later named Norman’s successor as Vice-President of Human Resources, declared in that interview that: The Division is continuing to look into the feasibility of [golden handshake] programs. A great deal of information has been, and is being, collected regarding other companies’ efforts, our employee population demographics, future manpower requirements, federal regulation impacts and government contract clauses. P.Ex. 58 at 008210. At trial, Norman equivocated as to whether this statement actually applied to all EB employees, but he conceded that as of December 1994, “the division was continuing to look into the feasibility of golden handshake programs for all Electric Boat employees.” Norman Test, at 193, Within days after the MTC ratified the contract containing the 55/10 golden handshake, Norman presented the idea of extending the golden handshake “to the rest of the population at EB” to his division’s management. Norman Test, at 544; Jt. Ex. 379 (under seal). The financial analysis Norman performed demonstrated that by offering the retirement incentives to the salaried population EB could reduce the “average” rate, or the labor-hour on which its federal contract rate was calculated, because the higher-paid, more senior employees would take the golden handshake offer, thus reducing the average labor-hour rate for EB as a whole. Norman Test, at 550. With the concurrence of Turner and Brown, Norman presented his proposal to Migdail and Kiger on the 5th or 6th of July. Norman Test, at 554. Without any additional analyses on Norman’s part, he received approval to extend the same golden handshake offer the MTC had received to the salaried and nonunion employees approximately a week later. The Court infers from this close timetable, and the fact that no additional meetings or analyses were required by GD before approval, that due to the state of labor relations between GD and the MTC, the company was simply waiting for MTC ratification before it extended the golden handshake to other employee groups, but that such an extension was not the subject of serious debate. The MDA, representing technical design employees, was in a different position than the MTC, whose members were primarily employed in,the “delivery” department, or “the yard.” At that time, technical design employees were being added to the company’s payroll, due to EB’s shift to new submarine design, and away from production. Norman Test, at 374; Olsson Test, at 354-55. When the MDA contract negotiations began in May of 1996, MDA President Melvin Olsson believed that extending the golden handshake to the MDA would only be fair, given that every other employee group had received it. He was not, however, certain about the union’s chances of achieving it, given the very different position of the MDA’s members at EB. Olsson Test, at 956. The MDA was offered the golden handshake in July of 1996. Def.Ex. 397 (under seal). F. Inquiries to Benefits Counselors at EB The witnesses at trial, including defendant’s Vice-President of Human Resources Don Norman, all agreed that the Employee Benefits office was the best source for benefits-related information. All plaintiffs testified that they had never been directed to get benefits information from company newsletters such as the EB News or the JPPC Update, and many witnesses had not heard of or did not read such publications. Instead, nearly every plaintiff sought information from benefits counselors at EB. The Benefits Office at the main Groton facility was supervised by Marie Pardo, a human resources employee, who reported to John Hardink, Chief of Employee Benefits for EB. Pardo supervised three benefits counselors, Sara Guido, Theresa Materas, and Charlene Hunter. The other EB locations apparently had some human resources employees as well, including Diane Porter at Quonset Point and Vicki Brown at Windsor Locks, but the testimony demonstrated that employees viewed Marie Pardo in Groton as the most informed and best source of information, because employees at locations removed from the Groton facility were directed to speak with her when they asked particular questions about retirement incentives. Pardo testified that her duties were to present benefits and options to EB employees, and answer questions accurately and completely, to the best of her abilities. She did view her role as that of an employee advocate, and if she knew that “something definitely existed that would improve [employees’] benefits,” she had a duty to inform them. Pardo Test, at 1680. Her primary function, however, was to communicate the benefits and options that existed at the time the employee retired, unless she had been specifically instructed to pass along more information. The other benefits counselors took their directions from Marie Pardo, and would relay the information she gave to them. Pardo acted as a “resource” to the Golden Handshake Subcommittee, and in that capacity she attended several meetings to make presentations about the “matrix” she was compiling of other companies’ retirement offers. Pardo Test, at 1667. Pardo was present at the September 15, 1994 subcommittee meeting where the subject of how to respond to employee inquiries arose. According to Pardo, she understood the answer to MTC members to be “we may or may not have a golden handshake; it is subject to negotiations,” and she instructed the clerks and benefits counselors in her office to answer questions accordingly. Id. She remembered many inquiries in the 1994 and 1995 time period, as the golden handshake discussions with the MTC were “no secret,” and characterized the questions as people wanting definite answers about whether there would be a golden handshake or not. Her standard response, according to Par-do, was that she did not know if there was going to be one, that it was subject to negotiations, and that EB “may or may not” offer retirement incentives. Pardo Test, at 1689-90. She testified that she informed MTC members inquiring after negotiations began that any retirement incentives were subject to negotiations, and that it was “standard practice” to inform union members that benefits might improve after negotiations. Id. at 1742. In response to salaried employees’ questions, according to Pardo, she informed them that a golden handshake might or might not be implemented, but that in her own personal view, it would not happen before the MTC achieved such a plan in negotiations. Pardo Test, at 1669. Pardo did not learn that EB management was considering extending the golden handshake to salaried employees until July 12,1995. Pardo testified that she changed her standard responses as the factual circumstances changed: she gave one response prior to negotiations, and another once they began. Her testimony on this point was equivocal and vague, however, and the substance of her “standard response” varied. Her lack of perfect recollection is understandable, as many employees were being laid off or retiring and her office was performing on average twenty counseling sessions a day. But her testimony about her “standard response,” and how she instructed the benefits counselors to answer questions, is simply not credible. At least twenty plaintiffs testified that, contrary to Pardo’s version, the predominant response was some variation of “I don’t know” or “it’s a rumor.” No employee indicated that Pardo told him or her that the golden handshakes were subject to negotiations, or were under discussion. The Court finds that the plaintiffs’ recollection should be credited, because they are more likely to recall clearly the specifics of the individual discussions with her precisely, as the information imparted was of great importance to each plaintiff personally. Pardo engaged in many such conversations, and obviously cannot be expected to remember what she said on each occasion. The Court therefore credits plaintiffs’ testimony over Pardo’s, with respect to the substance of the information imparted by Par-do to inquiring employees, to the extent it reflects that Pardo did not convey what she testified she conveyed to these plaintiffs. Ms. Lee Vincent was another employee of the benefits office, whose job duties apparently consisted of “checking out” retiring employees on the last day and helping them select their retirement gift. Testimony of Lenia Vincent (“Vincent Test.”) at 1751. Several plaintiffs testified that they asked Ms. Vincent for any last-minute golden handshake information on their last day, but Ms. Vincent did not recall any such inquiries. Ms. Vincent’s trial testimony, however, demonstrated to the Court that she was focused solely on her job, and any inquiries on extraneous matters, such as questions about golden handshakes, may not have penetrated sufficiently for her to recall them years later. Therefore, the fact that Ms. Vincent has no recollection of the various inquiries does not discredit the plaintiffs’ testimony that they made them. III. CONCLUSIONS OF LAW A. General Dynamics was acting in its capacity as a Plan Administrator, not a Settlor, when it conveyed information regarding retirement options to beneficiaries, and therefore, ERISA fiduciary duties attach to these communications. As a threshold matter, General Dynamics contends that its consideration of future retirement incentives is not subject to any duty under ERISA. Defendant cites cases such as Hughes Aircraft v. Jacobson, 525 U.S. 432, 119 S.Ct. 755, 142 L.Ed.2d 881 (1999) and Lockheed Corp. v. Spink, 517 U.S. 882, 116 S.Ct. 1783, 135 L.Ed.2d 153 (1996), in support of its claim that it was acting as a settlor when it considered amendments to the General Dynamics pension plan. Defendant is correct in its general statement of the law, that amending an ERISA plan is not a fiduciary act that triggers fiduciary duties. Both Jacobson and Spink involved changes to employer-sponsored retirement plans; in Spink, beneficiaries challenged a provision that conditioned the receipt of early retirement benefits on the participant’s release of employment-related claims, and in Jacobson, employees argued that the addition of a noncontributory benefit structure to the pension plan violated ERISA. In both cases the Supreme Court concluded that ERISA’s fiduciary duties are not implicated where the employer, acting as the plan’s settlor, makes a decision regarding the form or structure of the plan such as who is entitled to receive plan benefits and in what amounts, or how such benefits are calculated. See Jacobson, 119 S.Ct. at 763. As noted in Jacobson, the beneficiaries’ fiduciary duty claims were foreclosed by Spinks’ holding “that, without exception, ‘[p]lan sponsors who alter the terms of a plan do not fall into the category of fiduciaries.’ ” Id. (quoting Spink, 517 U.S. at 890, 116 S.Ct. 1783). Plaintiffs here, however, do not challenge the substantive decision to amend the plan to provide for early retirement incentives. Rather, they claim that in communicating with beneficiaries about their retirement options and benefits, General Dynamics breached its fiduciary duty by failing to disclose the likelihood of such changes. The Court concludes that such a claim is more akin to that raised in Varity Corp. v. Howe, 516 U.S. 489, 116 S.Ct. 1065, 134 L.Ed.2d 130 (1996). In that case, the Supreme Court looked to the common law of trusts in reaching the conclusion that “[cjonveying information about the likely future of plan benefits, thereby permitting beneficiaries to make an informed choice about continued participation, would seem to be an exercise of a power “appropriate” to carrying out an important plan purpose. Id. at 502, 116 S.Ct. 1065. Thus, while the consideration of plan changes and the decision itself may not be subject to fiduciary duties, communicating to employees about those potential changes is a discretionary act of plan management and administration that falls within the statutory definition of “fiduciary” acts. Id. This principle has been recognized in the earliest cases imposing fiduciary duties in the context of communicating about possible benefit changes. See, e.g., Berlin v. Michigan Bell Telephone, 858 F.2d 1154 (6th Cir.1988) (while decision to offer enhanced benefits was nonfiduciary business decision, communications and representations prior to decision were impressed with fiduciary obligations). The Varity Court found further support for its conclusion that the employer was acting in a fiduciary capacity when it deliberately misled participants regarding the security of future benefits in the fact that the communications at issue “came from those within the firm who had authority to communicate as fiduciaries with plan beneficiaries.” Id. at 503, 116 S.Ct. 1065. Similarly, here the plaintiffs assert that representatives of the Benefits Office, acknowledged by even General Dynamics’ witnesses to be the best source of benefits-related information, made material misrepresentations regarding future retirement incentives. As this is a case challenging the information provided about plan changes, rather than the plan changes themselves, Vanity provides the correct guiding principles. Accordingly, General Dynamics was acting as a plan administrator, not a settlor, when its agents and officers communicated with beneficiaries about potential retirement incentives, and its fiduciary duty under ERISA is therefore implicated. B. General Dynamic’s fiduciary duty is not limited to merely a duty not to make affirmative misrepresentations in response to specific inquiries. Having found that a fiduciary duty exists, the Court must determine the scope of that duty as applied to the evidence adduced at trial. Defendant advances two arguments to support its position that even if fiduciary duties attach to communications regarding future plan changes, they do not extend to the statements made in this case. First, defendant contends that it is entitled to judgment as to the claims of the Phase I plaintiffs because they did not make specific inquiries into future plan changes as required by Pocchia v. NYNEX Corp., 81 F.3d 275 (2d Cir.1996). Second, defendant urges this Court to adopt a rule that absent deliberate deception, liability for misrepresentation about future plan changes cannot attach prior to “serious consideration,” as determined under the three-part Fischer II test. Fischer v. Philadelphia Elec. Co., 96 F.3d 1533 (3d Cir.1996). As there are no allegations of intentional or deliberate deceit in this case, the argument continues, judgment must enter on behalf of defendant as to all plaintiffs who retired prior to that point. The Court will take the arguments in turn. The Second Circuit in Pocchia v. NYNEX held that a plan fiduciary has no duty to volunteer information regarding plan changes prior to adoption of those changes. In that case, the plaintiff, an attorney by training although not employed in any legal capacity at NYNEX, had terminated employment pursuant to a negotiated severance agreement. Seven months later, the retirement plan was amended to include early retirement incentives, and Mr. Pocchia brought suit claiming that he was entitled to participate. The plaintiff acknowledged that he had not inquired about future plan changes, and explicitly conceded that he had not been seeking such information because he had long since concluded, based upon rumor, that no such package would be offered by NYNEX. Id. at 279. Further, the plaintiff, proceeding pro se before both the district court and the Circuit Court, presented no evidence that the plan changes were under consideration prior to the time he retired. Id. at 279-280. On these facts, the Second Circuit adopted a self-described “bright line” rule and held that “a fiduciary is not required to voluntarily disclose changes in a benefit plan before they are adopted.” Id. at 278. Defendant argues, based on Pocchia, that beneficiaries must make specific inquiries, using specific terms and words, in order to trigger any duty on the part of the employer to disclose potential plan changes prior to plan adoption. The Court, however, does not cull such a requirement from the language of that case. The holding in Pocchia seems rather straightforward, in the Court’s view: if no plan change has been decided upon at the time of the beneficiaries’ retirement, and if the beneficiary is not seeking information regarding future plan changes, then an employer has no duty to attempt to offer it. Limiting an employer’s fiduciary duty in such a way is logical, given the Second Circuit’s observation in Mullins v. Pfizer that “vre do not require an ERISA fiduciary to be perfectly prescient as to all future changes in employee benefits. Nor do we require a fiduciary to disclose its internal deliberations.” 23 F.3d at 669. By refusing to impose a duty to volunteer such information, the court was protecting beneficiaries from the confusion that presumably would result from a contrary rule requiring continuing and vague disclosures about the status of potential plan changes. Pocchia, 81 F.3d at 278. At the same time, the court was giving plan fiduciaries a certain degree of predictability regarding when a plan must disclose future changes to all employees, and safeguarding management’s ability to achieve legitimate business goals, such as workforce reductions through retirement plan “sweeteners,” if goals for such reductions are not met through voluntary terminations or existing retirement incentives. Id. The facts in this case do not present a situation addressed by Pocchia. None of the plaintiffs here have conceded that they had made up their minds that retirement incentives would not offered, and thus were not seeking such information when they met with retirement counselors. To the contrary, many plaintiffs testified to their awareness of rumors regarding possible retirement enhancements, and some plaintiffs claim that they were attempting to obtain all relevant information that would aid them in maximizing their benefits and making the decision about whether or when to retire. Therefore, on a spectrum of inquiry, these plaintiffs lie beyond the “no-inquiry” point of Pocchia-type employees. Given that Pocchia lays out no principles for determining how specific a beneficiary’s inquiry must be in order to trigger an employer’s pre-adoption duty to disclose, and in consideration of the broad trust responsibilities owed by a plan administrator to a beneficiary, see Varity, 516 U.S. at 497, 116 S.Ct. 1065, this Court declines to extend Pocchia to cover plaintiffs who were seeking information relevant to the timing of their retirement decision, albeit with less than clarion specificity, which commonsensically includes possible early retirement enhancements. The Court agrees with plaintiffs that to adopt defendant’s formulation would result in an anomalous situation whereby a fiduciary could betray beneficiaries with impunity simply because of the latter’s failure to use “magic words” in seeking information, while still owing a duty to more sophisticated or better informed beneficiaries who are able to frame their inquiries with particularity. This conclusion is buttressed by the multitude of cases holding that a fiduciary can violate its duty by remaining silent as well as by speaking. See Eddy v. Colonial Life Ins. Co., 919 F.2d 747, 750-51 (D.C.Cir.1990) (“A beneficiary about to plunge into a ruinous course of dealing, may be betrayed by silence as well as by the spoken word.”); Jordan v. Federal Express Corp., 116 F.3d 1005, 1016 (3rd Cir.1997) (fiduciary duty in communications with beneficiaries “entails not only a negative duty not to misinform, but also an affirmative duty to inform”). The Second Circuit’s characterization of the duty sought to be imposed in Pocchia, a “duty to volunteer,” by its very terms addresses only the situation where no inquiry of any sort is made. Such is not the case here. Instead, the Court views the precision of the inquiry as another factor to be considered when d