Full opinion text
OPINION AND ORDER FEIKENS, District Judge. Table of Contents Page I. Background 269 II. Issue Presented 270 III. Contentions of the Parties 270 IV. The Class Action 271 V. History of Health Care and Early Retirement Benefits 273 A. Health Care Benefits 273 B. Early Retirement 274 VI. Summary of Evidence Concerning Information Given To Early Retirees 278 VII. Analysis 299 A. Did GM Contract with the Early Retirees? 300 B. What Evidence may be Relied on to Interpret the Contracts? 301 C. Did the Contracts Include Health Care? 306 D. What Health Care Benefits Were Promised? 308 VIII. Conclusion 319 I. BACKGROUND Beginning in 1974, and continuing at least through 1988, General Motors Corporation (GM or the Corporation) used various incentive programs to encourage early retirement by salaried employees who were otherwise ineligible for full retirement benefits. Generally, the programs targeted employees between the ages of 55 and 60. In some cases, employees younger than 55 were given the option of layoff followed by early retirement. Plaintiffs represent a class of GM salaried early retirees who claim that GM breached its contractual promise to provide them with unreduced lifetime health care benefits at no cost to them. The early retirement offers made by GM were designed to reduce the overall number of salaried employees on GM’s payroll. From 1974 to 1987 GM went through a series of reorganization and down-sizing programs of which early retirement was an integral part. Some of the early retirement offers were directed to particular plants or divisions of GM; others were corporate-wide. GM gave employees a strong incentive to retire early by offering enhanced retirement benefits. The nature and extent of those enhancements are the subject of this dispute. The early retirees claim that GM agreed to continue health care benefits at no cost to them throughout their retirement at the same level they received before retirement. GM denies this, and says that it promised only enhanced pension benefits. Robert D. Sprague, together with 113 other named plaintiffs, filed a Complaint on August 8, 1989, stating that they represent a putative class of approximately 84,000 General Motors salaried retirees and their surviving spouses. The group was originally composed of both general and early retirees. For purposes of this opinion, “general retirees” are those salaried retirees who voluntarily retired, either at age 65 or before, and were able to do so without GM’s consent, pursuant to the terms of the General Motors Retirement Program for Salaried Employes. Under the Program, employees could retire without GM’s consent as early as age 55 if they had at least ten years of service, and even earlier if they had worked for GM for thirty years or more. However, employees who took this type of early retirement received aetuarially reduced or delayed pension benefits. General retirees also include employees who were involuntarily retired at GM’s insistence, and those eligible for retirement due to total and permanent disability. “Early retirees” include former GM salaried employees who voluntarily accepted one of GM’s numerous early retirement offers made between 1974 and 1988. These retirements required the consent of both the employee and employer. All employees who retired prior to age 65 could be referred to as early retirees, and sometimes were in GM documents. This is true whether the employee voluntarily retired, was forced out by GM, or accepted a special early retirement offer. I will use the term in a narrower sense, as a generic term for all early retirees who accepted early retirement offers made by GM prior to 1988 that required both employer and employee consent. Counts II and IV of the Complaint are its essence. In Count IV, plaintiffs complain that GM violated the terms of a contractual agreement it entered into with its early retirees when, in 1988, it modified certain health care benefits available to early retirees, by either reducing or eliminating them. Plaintiffs rely on principles of federal common law in support of this claim. In Count II, plaintiffs complain that GM violated the terms of its health care plan, and thus the Employee Retirement Income Security Act (ERISA) §§ 402, 502(a)(1)(B) and 502(a)(3), 29 U.S.C. §§ 1102,1132(a)(1)(B) and 1132(a)(3), when it made these changes, because it had previously agreed not to adversely modify the health care benefits early retirees receive. The Complaint also alleges breach of fiduciary duties in violation of 29 U.S.C. § 1104 (Count III), and promissory estoppel (Count V) . Finally, it alleges that GM failed to maintain plan documentation as required by ERISA, 29 U.S.C. § 1102 (Count I), refused to supply information requested by beneficiaries in violation of 29 U.S.C. § 1132(c) (Count VI) , and failed to comply with requirements for summary plan descriptions, 29 U.S.C. §§ 1022, 1024, 29 C.F.R. §§ 2520.102-2, 2520.102-3 (Count VII). In late 1990 the parties filed cross-motions for partial summary judgment. GM moved for dismissal of Count II. Plaintiffs moved for summary judgment on behalf of certain early retirees on Counts IV and V. On July 29, 1991, I issued an Opinion and Order granting General Motors’ motion in part, and denying plaintiffs’ motion. Sprague v. General Motors Corp., 768 F.Supp. 605 (E.D.Mich.1991). That opinion is incorporate ed herein by reference. I granted summary judgment as to general retirees, but denied it for early retirees. Finally, I dismissed Count III of plaintiffs’ Complaint. On November 4,1991,1 certified a class of approximately 50,000 salaried early retirees, over GM’s objection. The class includes all salaried employees who took early retirement, or agreed to take early retirement, prior to March 1, 1988, or their surviving spouses. I designated four subclasses: (1) Early retirees who signed “long-form” statements of acceptance of early retirement; (2) early retirees who signed “short-form” statements of acceptance of early retirement; (3) early retirees who signed “statements of intent to retire”; and (4) early retirees who signed neither a statement of acceptance nor a statement of intent to retire. The parties filed a second set of partial summary judgment motions in 1992. As to these motions, I concluded that the ease should go to trial for subclasses (1) and (2) on Counts II and IV only. All other claims, other than Count III which had been previously dismissed, including a prayer for damages, were held in abeyance. I also denied plaintiffs’ motion for a jury trial. II. ISSUE PRESENTED Did GM, in the period from 1974 to 1988, contract with its early retirees to vest in them certain health care benefits by promising them and their spouses that such health care benefits would continue for their lifetimes, at no cost to the retirees and their spouses, in exchange for the acceptance by the early retirees of early retirement? III. CONTENTIONS OF THE PARTIES Plaintiff class relies on the undisputed fact that their early retirements had to be mutually agreed to by both themselves and GM. Unlike the general retirees who had a right to retire under the ERISA plan, plaintiff class could not take early retirement unless GM agreed, and GM could not force early retirement unless the retirees agreed. This mutual agreement was reflected in statements of acceptance early retirees were required to sign. Plaintiff class contends-that these statements of acceptance, by which they gave up lucrative jobs and in some cases released GM from any claims of unlawful termination, cemented a contractual agreement between themselves and GM for certain retirement benefits, including health care. GM argues that it never intended nor conveyed to its putative early retirees an intent to vest lifetime health care benefits as part of its early retirement offer. It contends that the offer consisted of nothing more than actuarially unreduced pension benefits. The various special early retirement programs were amendments to its retirement income benefit plan — a plan designed to provide retirement income, not health care. The health care program, it argues, was a separate and distinct ERISA plan. According to GM, it provided health care to retirees by virtue of the fact that they were retirees, not because they were early retirees. Thus, GM argues, the health care benefits were subject to the same terras and conditions, including GM’s right to amend, as for general retirees. Plaintiff class claims that early retirement was presented to its members as a special package deal that included health care, separate and distinct from the regular GM retirement program. They rely on information provided to them, both written and oral, at the time of retirement to establish their contract right to unreduced health care benefits. Because the statements of acceptance are facially ambiguous, they argue that this additional written and oral evidence must be considered to determine the full scope of the early retirement agreements. Any ambiguities, they argue, should be interpreted in their favor pursuant to the doctrine of contra proferentem. During the many weeks of this bench trial, my courtroom was usually filled with GM early retirees. For the most part, they appeared content and physically fit. Of those who testified, some conceded that, even after the 1988 changes, they continue to enjoy a good health care program. I had to keep in mind that this was not the issue that brought them here. Even if GM continues to provide well for them in retirement, this could not excuse GM’s breach, if indeed it had agreed with the early retirees to vest health care benefits at no cost to them. Likewise, the fact that GM needed to substantially reduce its salaried work force in the 1970’s and 1980’s in order to remain viable could not excuse a promise made to early retirees. Throughout this litigation, plaintiffs have attempted to rely in part on health care promises made to hourly employees of GM. Plaintiffs argued that long-standing GM policy required that salaried retirees be treated at least as well as hourly retirees. I conclude that while this is interesting history, the special deal that the plaintiff class claims GM made with them must be considered only on the evidence applicable to it. Some of plaintiffs’ contentions could be analogized to the court-crafted principle known as the Toussaint doctrine. Toussaint v. Blue Cross & Blue Shield, 408 Mich. 579, 292 N.W.2d 880 (1980). This principle in Michigan law holds that employment contracts ordinarily considered as terminable at will cannot be so terminated if the employer, by policy or communication, holds out to the employee that employment may not be terminated except for cause. I do not find the Toussaint doctrine applicable, but I do see a similarity. GM maintains that it reserved the right to terminate health care benefits at will. Plaintiffs argue, as in Toussaint, that a special deal precludes this. Whether the special deal that the plaintiff class claims was made precludes GM from modifying health care benefits, however, must be decided by principles of federal common law, not the Michigan common law. IV. THE CLASS ACTION Before I consider these issues and contentions, I take up GM’s renewed motion to decertify the class. At the close of trial, GM argued that evidence presented did not demonstrate the commonality and typicality of claims required for class certification by Federal Rules of Civil Procedure (Fed.R.Civ.P.) 23(a)(2) and (3). In the alternative, it asked that I exclude from the class those individuals who retired after GM’s December 11, 1987 announcement that the health care plan would be changed, but before those changes were implemented on March 1, 1988. By order dated November 4, 1991, amended April 9, 1992, I certified this case as a class action under Fed.R.Civ.P. 23(b)(2), to be maintained on behalf of all salaried retirees of GM who took early retirement, or agreed to take early retirement, prior to March 1, 1988, or their surviving spouses. Four subclasses were certified: (1) Those early retirees who signed long-form statements of acceptance of early retirement; (2) early retirees who signed short-form statements of acceptance of early retirement; (3) early retirees who signed statements of intent to retire; and (4) early retirees who signed neither a statement of acceptance of early retirement nor a statement of intent to retire. Persons who filed both a long-form and short-form statement of acceptance were certified to be in subclass (1). Persons who filed both a statement of intent to retire and a statement of acceptance were certified to be in subclass (1) or (2), as appropriate. In accordance with the requirements of Fed.R.Civ.P. 23(b), I found that: (1) The class is too numerous — approximately 40,000 early retirees — for practical joinder of all its members; (2) Questions of law and fact common to the class exist; (3) The claims of the original 113 named plaintiffs who are early retirees are typical of the claims of the class as a whole; and (4) The named plaintiffs will fairly and adequately protect the interests of the class. I also made the following findings: a. The questions of law or fact common to the members of the class predominate over any questions affecting only individual members, and a class action is superior to other available methods for the fair and efficient adjudication of the controversy; b. GM has acted on grounds generally applicable to the class, thereby making any final injunctive relief or corresponding declaratory relief appropriate with respect to the class as a whole or with respect to subclasses as a whole; and c. The prosecution of separate actions by the individual class members would create a risk of inconsistent or varying adjudications with respect to individual members of the class, which would as a practical matter be dispositive of the interests of other nonparty members. On the basis of the evidence presented at trial, I reaffirm my findings regarding the composition and characteristics of the class. GM argues that the evidence demonstrates that it did not treat members of the plaintiff class in a uniform manner. Plaintiffs rely heavily on a variety of forms given to potential retirees that lists benefits available in retirement. GM notes that these forms were often produced at local facilities, and do not contain uniform information. The forms vary over both time and location. Moreover, according to GM, many of the documents do not contain the compelling language concerning lifetime health care benefits on which plaintiffs rely. GM makes the same argument concerning information given to potential retirees in oral form. Plaintiffs argue, and I agree, that the information supplied to potential early retirees was consistent on key points. GM’s position is flawed for several reasons. First, it argues that the claims of the early retirees are highly individualized and, thus, not susceptible to resolution through class action. But in the same breath, GM also claims that it never promised any early retiree that his or her health care benefits would be cost-free during retirement. GM cannot have it both ways. Because it argues that no early retirees, between the years 1974 and 1988, were ever promised lifetime health care benefits without cost as an inducement to early retirement, its defense against plaintiffs’ claims is uniform. Likewise, the claims made by the early retirees are uniform. GM also argues that the witnesses plaintiffs produced at trial do not fairly represent the class as a whole. Representing the class of some 50,000 early retirees are 451 individuals. Three hundred and eighteen of these retirees fall into subclasses (1) or (2). During the discovery and class formation process, I suggested that discovery be limited to a random sample of 100 retirees. That sample was subsequently enlarged to 200 eases. Thereafter I permitted plaintiffs to add 251 self-selected class representatives, so that the total number became 451. GM was ordered to produce the personnel files of all 451. The self-selected retirees also filed affidavits with the court during pretrial proceedings. Of the 318 individuals from this group in subclasses (1) and (2), 145 were randomly selected; 173 were self-selected. Although plaintiff class presented numerous early retiree witnesses from the group of 318, none of them were randomly selected members of that group. Because of this, GM argues plaintiffs failed to present class-wide proof. I disagree. As a group, the 318 individuals are representative of their respective subclasses and the class as a whole from the standpoint of the typicality and commonality of their claims, and from the standpoint of GM’s action on grounds generally applicable to the class. Those who testified are representative of the class in terms of facilities in which they worked, time-frame, and types of early retirement. Moreover, plaintiff class does not rely exclusively on the testimony of their witnesses. Much of the documentary evidence comes from the personnel files of randomly selected retirees, as well as other sources. Finally, GM failed to produce any significant rebuttal evidence to demonstrate that the treatment of plaintiffs’ witnesses was atypical. GM confuses the class-wide proof necessary for plaintiffs to prevail with the construct of the class itself. I am satisfied that all of the requisites of Rule 23(b) are met and that decertification is not appropriate. I also deny GM’s request to restrict the class to those individuals who retired before December 11, 1987. The announcement on which GM relies accompanied a memo addressed to U.S. Personnel Directors dated December 11, 1987. (Defendant’s Exhibit (Def.Ex.) 598.) The memo instructs the Directors to reproduce the announcement locally and distribute it to salaried employees. GM offered no evidence as to when or if this was actually done. Furthermore, the announcement, which does not mention health care until the third of four pages, does not contain detailed information. It merely indicates that deductibles and co-payments will be added, without any specifics. More important, the key date for class membership is not the actual date of retirement, but the date on which the statements of acceptance were signed. See Seward v. B.O.C. Div. of General Motors Corp., 805 F.Supp. 623 (N.D.Ill.1992) (once statement of acceptance signed, employee could not refuse retirement). Having certified the class, it is now necessary to determine whether the proof presented on behalf of the class preponderates in its favor. This requires an analysis of that proof, which follows in this opinion. Y. HISTORY OF HEALTH CARE AND EARLY RETIREMENT BENEFITS Before discussing specific information given to early retirees concerning their health care benefits in retirement, I will briefly describe the historical development of both health care benefits and early retirement at GM. A. Health Care Benefits Prior to 1961, GM’s salaried retirees were eligible for continued health care coverage, but only if they paid the full cost of the monthly premium. In 1961, the Corporation began paying one-half the cost of retiree health insurance premiums. (Tr. XII(B) at 35-36, Sherman.) And in 1964, GM assumed the “full cost of the basic hospital and medical expense coverages” for its salaried retirees. (Def.Exs. 557, 558.) Surviving spouses of deceased retirees were allowed to continue coverage, but at their own expense, until GM began to pay the “full cost” for them in 1968. (Id.; Def.Ex. 565 at Exhibit A, pp. 4-5.) At the time of the 1964 changes, the basic health care program required a deductible or co-payment (the greater of $5 or 10% of the charge) for some “Class II” services, such as X-rays, electrocardiograms, and certain cancer treatments. (Def.Ex. 500 at 12.) In 1968, deductibles for outpatient services, except for psychiatric care, were eliminated. (Def.Ex. 565.) Throughout the history of GM’s health care program, some types of medical expenses incurred by employees and retirees have not been covered by the basic health care program. GM offered salaried employees and retirees an optional supplemental health insurance program, the Comprehensive Medical Expense Insurance Program (CMEIP), to cover some of these expenses. Program participants were covered for such services as doctor’s office visits, blood work and ambulance service. (See, e.g., Def.Ex. 505 at 16.) However, they were required to pay at least part of the premium for these coverages, in addition to co-payments and deductibles. (Id.) GM added prescription drug coverage to its basic health care program in 1969. A $2 co-payment was required. (Def.Ex. 565 at Exhibit A, p. 6.) Prescription drug coverage was expanded to include retirees in 1971. (Def.Ex. 568.) The co-payment was raised to $3 in 1976 (Def.Ex. 577 at Exhibit D, p. 3) and again to $5 in 1984 (Def.Ex. 593 at Exhibit F, p. 5). In 1974, GM first offered dental coverage to its active salaried employees. (Def.Exs. 569-571.) It was extended to retirees in 1977. (DefiExs. 575-577.) From the outset, covered dental services have required a co-payment of 15 to 50%, depending on the type of procedure utilized. (See, e.g., Def.Ex. 569 at Exhibit A, pp. 9-10.) In 1977 hearing aid coverage was offered to both active and retired employees; and vision coverage was offered to active employees, then extended to retirees in 1980. (Def.Exs. 575-577 and 581-583.) Vision coverage included “flat dollar co-payments” for both active and retired employees. (See, e.g., Def.Exs. 575 at 7, 506 at 16-17.) GM instituted a major revision of its health care program in 1985 when it became fully self-insured and established the “Informed Choice Plan.” (Def.Exs. 591 and 593.) Under the Plan, participants were given the option, where available, of Traditional coverage, or a Preferred Provider or Health Maintenance Organization (PPO or HMO). The Traditional option operated almost identically to the insurance plan previously made available to employees. In 1988 GM announced the modifications to its health care program that are the subject of this dispute. (Def.Exs. 762, 763.) In a booklet entitled “New Dimensions in your GM Salaried Compensation Policies and Benefits,” dated January, 1988, GM announced “Revisions to the Health Care Program which include increased employe cost-sharing and elimination of vision and hearing aid coverage, as well as expansion of covered medical services and increases in certain benefit máximums.” (Def.Ex. 762 at 1.) The program amendments, effective March 1, 1988, added comprehensive deductibles and co-payments for Traditional option coverages (but not for the PPO or HMO options). Participants became responsible for an annual $200 individual or $250 family deductible for covered services. After the annual deductible, participants were responsible for 20% of the cost for most covered services, up to a maximum of $500. Annual out-of-pocket expenses for Traditional option participants could be as high as $700 for an individual, or $750 for a family. Several other changes were announced at the same time. For example, vision and hearing aid coverages were eliminated, although they were made available again in May 1988, retroactive to March 1, 1988, through CMEP, (Def.Ex. 764), and then restored into the basic health care coverages effective March 1989. (Pl.Ex. 63.) Changes were also made to CMEP. Deductibles were increased, chiropractic and allergy coverages were eliminated, and psychiatric coverage was reduced. (Def.Ex. 762 at 19.) B. Early Retirement Effective February 1, 1974, GM created a new form of retirement called “special early retirement.” (See Def.Ex. 601, “General Motors Retirement Program for Salaried Employes.”) Before and after the development of special early retirement, several other forms of retirement were available to GM salaried employees. In 1968, GM prepared a booklet entitled “Your GM Retirement Program for Salaried Employes in the United States” which describes several retirement options. (Def.Ex. 600). Normal Retirement is generally taken at age 65. Total and Permanent Disability Retirement is available for disabled employees with at least ten years of service. Employees between ages 60 and 65 with ten or more years of credited service can be “retired by GM,” or retire under conditions “mutually satisfactory” to both GM and the employee. All retirees in these categories were eligible for full retirement pension benefits. Employees with ten or more years of credited service also had the option of taking voluntary retirement prior to age 65. However, pension benefits were reduced or delayed. Pension benefits were also reduced for those retired by GM (Corporation Option Retirement) between ages 55 and 60. Special early retirement was designed for employees between the ages of 55 and 60 with ten or more years of credited service. The retirement had to be “initiated by the Corporation, in the best interest of the Corporation, and agreeable to the employe.” (Def.Ex. 660 at 4.) The Chairman of the Corporation, R.C. Gerstenberg, issued a letter to General Managers of Divisions, Presidents of Subsidiaries, General Operating Officers, Group Executives, Staff Executives, and Heads of Staff Sections, dated January 10, 1974. (Def.Ex. 609.) The letter concerns changes, as approved by the Board of Directors, to the Retirement Program for Salaried Employes in the United States. “The modifications include ... liberalized early retirement features____” Chairman Gerstenberg noted that a second Chairman’s letter would provide more detailed information on the modifications. (Id. at 2.) The follow-up letter, dated January 11, 1974, provides guidelines for the administration of early retirements. (Def.Ex. 610.) It identifies four types of early retirement, Mutually Satisfactory (for ages 60 to 64), Special Early (for ages 55 to 59), Corporation Option (for ages 55 to 64), and Employe Option. For both Mutually Satisfactory and Special Early retirements “a written statement from the employe indicating acceptance of management’s recommendation” is required. Special Early retirement “should not be imposed against the employe’s desires.” (Id. at 3, 4.) Furthermore, Retirement under the special early provisions of the amended Retirement Program may be granted only where such retirement is: 1. Obviously in the best interests of the employing unit and the Corporation; 2. Recommended by the employing unit to the employe; and 3. Agreeable to the employe. (Id. at 3.) To satisfy the first criteria, “normally one of the seven conditions or circumstances listed for [Mutually Satisfactory retirement] would be present.” (Id.) Those conditions include (1) a decline in the employee’s performance, (2) a significant employee health problem, (3) technological obsolescence of the employee’s skills, (4) reduction in work force necessary for the employee’s operation, (5) reorganization of duties to improve efficiency of the operation, (6) consolidation of activities or a plant closing, and (7) employee on long-term layoff who has reached retirement age with only a remote prospect of reemployment. (Id. at 2.) Chairman Gerstenberg does not mention health care benefits for early retirees. A letter dated January 16, 1974 from Vice President George B. Morris, Jr., addressed to the same group of managers and concerning the same subject, also fails to mention health care directly, though it gives detailed information on pension benefits. (Def.Ex. 611.) It does state that, “The level of retirement benefits and other benefit plan treatment under the new special early type of retirement will be the same as for Corporation option retirement at the same age.” (Id. at 11, emphasis added.) Likewise, the Retirement Program plan documentation does not mention health care. (See Def.Ex. 601.) However, a letter addressed to General Managers, Personnel Directors and .Staff Executives dated November 22, 1974 from Vice President Stephen H. Fuller, providing an update of Chairman Gerstenberg’s January 11, 1974 letter, reemphasizes the need for mutual agreement for special early retirement, and attaches two sample statements of acceptance. (Pl.Ex. 409.) The letter also instructs personnel directors to carefully inform potential retirees about all benefit plans during a personal interview. “Adherence to the above guidelines is consistent with Corporation policy as outlined in the Salaried Policy and Procedure Manual.” (Id. at 6.) Fuller attached a checklist of items to be covered during exit interviews: The following items must be covered as a minimum requirement for an adequate exit interview: * * * * * * 7. Full explanation of status of employe benefit programs. Employe must be advised as to whether GM will provide coverage and whether employe must make contributions. * * * * * * b. Hospital, Surgical, Medical and Drug Expense Benefits — Basic and Supplemental. Important for employe to know coverage and contribution, if any. * * * * * * Divisions having exit interview forms should review them to insure that the above areas are adequately covered. It is suggested that those divisions not having exit interview forms prepare a suitable form. Consistency and completeness is essential to a proper exit interview. Fuller attached a similar checklist to an updated version of his letter in 1979. (Pl.Ex. 410.) Richard O’Brien, Vice President of Corporate Personnel, confirmed that company policy required an exit interview for early retirees, and a discussion of health care benefits during that interview. (Tr. VIII(B) at 38.) Special early retirements continued to be used throughout the 1970’s, although most were taken between 1974 and 1976. In 1980 the Profit Improvement Program was announced. (See Def.Ex. 618, letter from Chairman T.A. Murphy addressed to General Managers of Divisions, et al.) The goals of the Profit Improvement Program “were to significantly improve our profit position, to reduce our cost substantially---- And to reduce our employment levels as well.” (Tr. VIII(A) at 40, O’Brien.) The Corporation hoped to reduce salaried employment, through layoffs and special retirement programs, by ten percent. (Id. at 40-41.) The Chairman’s letter refers to Stephen Fuller’s letter of August 17, 1979 for the administrative guidelines needed to implement reductions in the salaried workforce. (See above, Pl.Ex. 410.) In the midst of a major corporate reorganization in the early 1980’s, GM initiated the North American Automotive Organization (NAAO) Placement and Separation Incentive Program. Chairman Roger B. Smith discussed management of human resources in light of the new organizational structure in a memorandum to General Mangers of Divisions, General Operating Officers, Group Executives, Staff Executives, and Heads of Staff Sections dated July 18, 1984. (Def.Ex. 622.) “The Placement and Separation Incentive Program provides for a specified period through December 31, 1984 during which time employes to be displaced will be identified and offered placement elsewhere or separation with certain incentives.” (Id. at 1.) The Program allowed employees as young as 53 to be placed on layoff status for two years followed by a form of early retirement. The memorandum does not mention health care in the context of early retirement. On September 13, 1984, Warren Sherman, Director of the Employe Benefit Plans Administration Section, issued a detailed letter containing administrative procedures for implementing the Placement and Separation Incentive Program. (Def.Ex. 624.) The letter was sent to all divisional comptrollers and personnel directors. (Tr. XIII(A) at 7-8.) It states that, “Upon retirement, all Health Care coverages will be continued at Corporation expense.” Sherman explained the meaning of this sentence as follows: That upon retirement the corporation would continue to provide at full cost to the corporation the insurance coverages for health care for these retirees. They had been paying the full cost of the insurance while they were active employees, and upon retirement, the corporation would continue to pay the full cost of their health insurance. (Tr. XIII(A) at 10.) He also stated that “full cost” refers to the “full premium or subscription charge.” He explained that the term “premium” is used by commercial insurance companies; but Blue Cross & Blue Shield uses the term “subscription charge.” As a consequence the Corporation tried to avoid either term. (Id.) In other words, we — the way we provided our health insurance was through a different group of carriers, and they used different terminology, and what we have always meant is that the corporation would provide the full cost of insurance, and so when we used the term “full cost,” we were talking about the full cost of the insurance and whether that was insurance that was provided by Metropolitan or insurance that was provided by Blue Cross and Blue Shield. It — it did not mean that we were providing the full cost of reimbursing medical expenses. (Id. at 12.) On cross-examination, Sherman was asked and answered the following: Q. I want to take your concept of full cost and ask you this question. There was never anything sent to the employees that described to them how the full cost was computed, was there? A. An individual employee would not receive such a computation sheet. (Id. at 33.) Sherman’s letter also states that, “Health Care coverage will be continued during layoff and retirement according to existing provisions.” In 1985, GM implemented the Employment Security Program. That program allowed operating units to seek corporate authorization to reduce their salaried workforces through special early retirement offers directed exclusively to their employees. (See Def.Ex. 625 through 659.) A report to the Executive Committee of the Board of Directors concerning a request by the Chevrolet-Pontiac-Canada Group to use early retirement incentives includes the following comment: Presently, the Salaried Layoff Policy is the only mechanism available for reducing headcount. Unfortunately, the policy does not give us the flexibility to lay off longer service employes whose skills, both technical and managerial, may be obsolete and/or do not fit the new strategic direction and culture being established at C-P-C, which are vital to our success. In fact, quite the opposite may be true and we would be forced to part with our more technically skilled, higher potential employes, just the ones we need to close the product gap on our competitors. (Def.Ex. 631 at 1.) Warren Sherman mentions health care in at least two letters he addressed to officials of divisions approved for special separation programs. (Def.Exs. 666 and 667.) Sherman states that, “Retirement benefits, insurance continuance and Savings-Stock Purchase Program treatment generally will be accorded these employes as would be under existing provisions for such retirements.” He also states that, “All basic Health Care coverages (Hospital, Surgical, Medical, Prescription Drug, Dental, Vision and Substance Abuse) will be continued at Corporation expense upon retirement according to existing provisions.” Due in part to the large volume of requests from various divisions for early retirement programs, GM adopted the Corporate-Wide Special Separation Program in August of 1986. (Def.Ex. 662.) As with some of the Employment Security Programs, the plan utilized early retirement offers for selected employees age 53 and over, and “separation incentives” for those under 53. (See Def.Ex. 661 at 1.) One goal of the Corporate-Wide Special Separation Program was to reduce the number of salaried employees through early retirement by 4,590. (Id.) The Program relied on forms of early retirement (Mutually Satisfactory and Special Retirement) already in existence, with one modification: Pension benefit reductions for outside earnings were eliminated. (Id. at 2.) Following approval of the Corporate-Wide Special Separation Program, William P. MacKinnon, Vice President for Personnel Administration and Development Staff (PAD), issued a letter to all Personnel Directors providing “information concerning the program’s intent, content and application from an administrative standpoint.” (Def.Ex. 664, cover letter.) As with previous retirement programs, MacKinnon emphasized the need for agreement of both the Corporation and the employee evidenced by a signed writing. (Id. at 5.) MacKinnon warns that, “The process of making [retirement] offers by line supervisors will require great tact and sensitivity, and the Executive Committee has asked the Personnel Function to take a leadership role in preparing such supervisors for this crucial sensitive role.” (Id. at 9.) Finally, the letter attaches several sample “long-form” statements of acceptance. Warren Sherman also prepared an administrative procedures document for the Corporate-Wide Special Separation Program in 1986. (Tr. XIII(A) at 13-14; Def.Ex. 668.) As with the earlier programs, Sherman did not believe the Special Separation Program amended the health care plan. The administrative procedures document includes the following: All basic Health Care coverages (Hospital, Surgical, Medical, Prescription Drug, Dental, Vision and Substance Abuse) will be continued at Corporation expense upon retirement according to existing provisions. Effective October 1, 1987, GM’s Retirement Program for Salaried Employees was amended in order to comply with changes in federal tax law. (See Pl.Ex. 401; Tr. XIII(B) at 35, Hodgin.) GM could no longer offer early retirement to selected employees within a particular age group; all employees within that group had to be made the same offer. Thereafter, GM periodically amended the Retirement Program to include an early retirement option for employees within particular age groups for specified periods of time (“windows”). Retirees were still required to agree to early retirement and to sign a statement of acceptance. (Tr. XIII(B) at 37.) VI. SUMMARY OF EVIDENCE CONCERNING INFORMATION GIVEN TO EARLY RETIREES Plaintiffs rely on numerous benefit summaries given to members of the plaintiff class, and oral statements made to them shortly before they decided to retire. This section summarizes the evidence concerning information on health care supplied to early retirees. Plaintiffs’ Exhibit 4 is a compendium of 64 documents describing benefits in retirement that were received by members of the sample group of 318 subclass (1) and (2) early retirees. (See Section IV, above.) Most are explanations of benefits clearly designed for distribution to potential retirees. Others are interview checklists or memoranda directed to personnel staff. A few are letters written to individual retirees by personnel representatives. Plaintiffs’ Exhibit 2 summarizes the content of these documents, and includes a list of retirees from the representative group who received each item. Before agreeing to the admission of Plaintiffs’ Exhibit 2, GM argued that it summarizes inadmissible hearsay evidence. The exhibit includes excerpts from the documents contained in Exhibit 4, as well as a list of sample group retirees who allegedly received each document. The list of retirees is based in large part on out-of-court statements made by the retirees, and submitted to the court in the form of affidavits. The list also relies on documents found in the retirees’ personnel files, and on witness testimony. I find that the information contained in Plaintiffs’ Exhibit 2 is reliable. Although the out-of-court statements made by retirees indicating that they received these documents are technically hearsay, the circumstances provide adequate guarantees of trustworthiness for their admission. Not only were the statements made under oath, but the retirees were able to produce copies of the documents from their own files. Furthermore, in many cases admissible corroborating evidence is available to support their claims. For example, many of the documents retirees claim to have received were also found in the personnel files of randomly selected retirees. In other cases, testimony established that a particular document was regularly used during pre-retirement exit interviews. Finally, the nature of a large class action requires that evidence concerning individual class members be consolidated and abbreviated where possible. Although plaintiffs could have produced any particular declarant with relative ease, there are limits to the amount of detailed information on individual class members that can or should be heard during a single trial. Twenty members of the plaintiff class did testify. Furthermore, GM withdrew its objection (provided the exhibit be used only to show receipt of the documents) after I proposed that plaintiff class be given an opportunity to call additional witnesses in support of the exhibit. (Tr. XVIII(A) at 40.) The following summarizes the information contained in Plaintiffs’ Exhibits 2 and 4, in addition to testimonial and other documentary evidence. A. The Morris Memorandum Plaintiffs’ Exhibit 4-11, entitled “Some Important Considerations in Making a Decision Regarding Special Early and Mutually Satisfactory Retirement,” is an attachment to a letter prepared by George Morris, GM Vice President of Industrial Relations. (Pl.Ex. 420.) The letter is dated May 2,1980 and is directed to General Managers, Personnel Directors and Staff Executives. In the letter, Morris discusses implementation of the Profit Improvement Program which included an early retirement component. Morris instructs those receiving the letter to reproduce the attachment locally and provide copies to prospective retirees. The attachment includes two sections, “Monthly Retirement Income,” and “Other Benefit Considerations.” The first contains general information on pension benefits. The second begins with the following: * Full basic health care coverages for the retiree and eligible dependents are continued for life at no cost to the retiree, including: — Hospital, surgical, medical, drugs — Dental — Vision (starting 10-1-80) — Hearing aid * Major medical coverage is continued for a small monthly contribution. The document also discusses life insurance benefits, the Savings-Stock Purchase Program, the Employe Stock Ownership Plan, and product discounts. Twenty-nine sample group retirees from a wide range of facilities received this document, or a revised version of it. Nine of them testified at trial: Edmond Burnside, who retired from AC Delco on September 1, 1980; Carl A. Gabrielson, who retired from Central Office in Detroit on September 1, 1980; James T. Bruce, who retired from Detroit Diesel Allison on October 1, 1980; Leonard Moeller, who retired from the Fisher Body plant in Flint on April 1,1982; John Lockwood, who retired from North American Vehicles Overseas (NAVO) on July 1, 1983; O. David Nelson, who retired from Delco-Remy in Olathe, Kansas on July 1, 1986; Margaret Greenan, who retired from the Central Office public relations department in Detroit on February 1, 1987; Brainard Kugler, who retired from Central Office in Detroit on June 1, 1987; and Roger E. Hunt, who retired from Truck and Bus — Pontiac on September 1, 1987. Before he retired, Carl Gabrielson received a packet of information concerning early retirement at his Detroit office. It included both the attachment to the Morris memorandum (“Some Important Considerations”), and a statement of acceptance of special early retirement ready for signature. (Tr. 11(B) at 60.) Gabrielson testified that he discussed health care benefits in retirement with his supervisor after he received the packet.. He was told that he would have health care for his lifetime at no cost. (Tr. 11(B) at 61.) Nevertheless, Gabrielson admitted that he understood that the phrase “no cost” did not mean he would not have some out-of-pocket expenses. He knew that he would have to pay something for vision and dental care if he opted for services beyond the basics. (Id. at 74L-75.) James T. Bruce received both the Morris memorandum, (Pl.Ex. 420), and its attachment, (Pl.Ex. 4-11), in connection with his retirement. (Tr. VII(A) at 5, 7.) He believed the Morris Memorandum reflected an amendment to the health care program for early retirees. (Id. at 26.) He also knew that the program was not entirely free; and that he would have to make “minimal payments.” (Id. at 15.) Leonard Moeller took special early retirement from the Fisher Body plant in Flint, Michigan in 1982. At a meeting with a personnel representative before his decision to retire, he asked specifically about health care. He was told that he would have the same benefits for his lifetime as he had while an employee. (Tr. VII(A) at 41.) When he signed his statement of acceptance, he assumed the phrase “benefits applicable to me” contained in the statement referred to the whole benefits package, including health care. (Id. at 44.) According to Plaintiffs’ Exhibit 2, Moeller also received “Some Important Considerations.” However, he did not mention it during his trial testimony. John Lockwood retired from the North American Vehicles Overseas (NAVO) division of GM in Detroit on July 1, 1983 at age 55. He received a copy of “Some Important Considerations,” and signed his statement of acceptance afterwards. (Tr. XIV at 6, 9; PL Ex. 150(b).) At the time he received the document, he “considered [it] a concise summary of what GM had always promised all of its salaried retirees.” (Id. at 10.) When questioned about whether anyone discussed the meaning of the statement in the document concerning health care, Lockwood stated: “I believe that I had known about this type of thing for a long time. This had always been General Motors’ policy, and I believed that it was their intent to carry it out forever,____ I’m not sure that there was any particular discussion over it. It’s quite self-explanatory.” (Id. at 18.) O. David Nelson received “Some -Important Considerations”, at the time of his retirement. Mr. Nelson was the plant manager at the Delco-Remy battery plant in Olathe, Kansas. Before his own retirement, his job required him to personally speak with approximately six potential early retirees -concerning • their benefits in retirement. . (Tr. III(B) at 17.) Although he did not provide them with copies of “Some Important Considerations” (some of the interviews took place before the document was written), he did tell them “that the benefits that they then had would continue and that there would be basically no increase in the cost to them for their lifetime____” Id. at 18. Richard O’Brien, Vice President of Corporate Personnel, testified that the Morris Memorandum was issued in conjunction with the Profit Improvement Program which had the goal, among others, of reducing the number of employees by ten percent. (Tr. VIII(A) at 42.) O’Brien held numerous positions at the corporate level in the personnel and benefits areas over his long tenure with GM, and probably reviewed the Morris Memorandum before its release. (Tr. VIII(A) at 41.) He explained references to health care contained in the memorandum’s attachment as follows: [T]hat referred to the health care benefits for the retiree and — and eligible dependents, that it would be covered for their lifetime as opposed to being cut off at one point in time. For example, many companies cut off benefits at age 65 when Medicare kicked in. This is an indication that those benefits would be continued for their — for their lifetime. (Id. at 43.) [“No cost”] referred to the fact that the corporation paid the premium for health care for the coverage in place. It didn’t mean that the employee had no costs because under most of our plans, for example, under the basic plan — basic health care, the employee did pay for office visits. The only payment the corporation made was if the employee was hospitalized, then we would pick up that cost. But we would pay the premium. There was no cost sharing by the employee, no premium sharing by the employee. (Id. at 44.) Charles Ryan, Secretary of the Employe Benefit Plans Committee from 1981 until his retirement in 1992, agreed with O’Brien’s interpretation of the Morris Memorandum attachment. (Tr. V(B) at 62-68.) However, he conceded that the phrase “lifetime health care benefits at no cost to you” is ambiguous. (Id. at 63.) Other members of the sample group who received the Morris Memorandum will be discussed below. B. Central Office (Detroit and New York) Two early retirees from Central Office in Detroit, Margaret Greenan and Brainard Kugler, received revised versions of the Morris Memorandum. (Pl.Exs. 148(p) and 151.) Greenan, who retired on February 1, 1987, received hers from Gerald Samuelian, a supervisor at GM Central Office Personnel. (Tr. XII(B) at 6.) The information concerning health care benefits contained in the document is virtually identical to the original. Brainard Kugler was a payroll administrator in Detroit Central Office before he took a mutually satisfactory retirement in 1987. He also received a revised version of the Morris Memorandum, (Pl.Ex. 151), from Linda Pechenik during a pre-retirement exit interview. (Tr. XVI(B) at 51.) Together, they went over each point. (Id. at 53.) (Pechenik denies that she used this document during exit interviews. Tr. XVII at 34.) Kugler made a point to ask Pechenik about health care, because “I wanted to make sure that I’d be covered the same ... when I was working, that I would be covered when I retired.” (Id. at 56.) He was told that the health care program would .be the same in retirement. (Id. at 61.) Greenan also received a document dated November 12, 1986, apparently prepared especially for her, entitled “Financial Planning.” (Pl.Ex. 4r-61) Under the heading “Health Insurance” it states: Your health care benefits will not change upon retirement, except with the additional medicare coverage available at 65 years of age. It would be advisable to continue CMEIP Coverage. Retiree contributions would increase from $1.20 per month to $3.00 per month, for single coverage. Policy Current Retirement 1) Basic Health Care Policy GM GM Covered Margaret Margaret Premium GM GM assumes assumes Eligible For life For life Provides basic health care benefits. At the time of Greenan and Kugler’s retirements, Linda Pechenik worked in “the benefits area” at the General Motors Central Office. (Tr. XV(A) at 18.) In 1986 and 1987 she assisted her supervisor, Jerry Samuelian, with early retirement interviews. (Id. at 19.) According to Pechenik, once a list of employees to whom GM was willing to offer early retirement had been prepared, the employees were given a document entitled “General Motors Corporate-Wide North American Special Separation Program,” and asked to sign a statement of acceptance. (Id. at 21; Def.Ex. 697.) The seven-page document includes descriptions of a wide range of benefits, including health care. It states, “All basic Health Care coverages (hospital, medical, prescription drug, dental, vision and substance abuse) will be continued at Corporation expense upon retirement.” It also notes that “General Motors Corporation reserves the right to amend, change or terminate the Programs described.” Greenan admitted that she had seen and studied this document before she retired, but only because she made a copy of it when it “passed over her desk.” She denied that she was ever given a copy by Pechenik or anyone else in personnel. (Tr. XVII at 10, 22.) Pechenik testified that during retirement interviews she was occasionally asked about “guarantees of any future [health care] programs.” (Tr. XV(A) at 30.) She told employees that “[salaried workers would pretty much piggy-back off’ the benefits received by hourly employees, and that these benefits were renegotiated every three years. “I would tell them very specifically I could only attest to what was currently in effect, that as the next contract was approved, benefits were subject to change.” (Id.) Pechenik denied that she ever used “Some Important Considerations” during the retirement interviews she conducted. (Id. at 33.) Finally, she stated that it was her practice to provide every retiree she counselled with a copy of ‘Tour Benefits in Retirement.” (Id. at 32.) Kugler claims that he did not receive the brochure ‘Tour Benefits in Retirement” until after he retired. (Id. at 57.) (For a discussion of this booklet, see subsection W, below.) Central Office retirees received a variety of other documents discussing health care. Joseph Fox, who retired on May 1, 1980, received “Your Benefit Plans in Retirement.” (Pl.Ex. 4-16.) This one page document states, “Blue Cross/Blue Shield-Dental-Hearing Coverages!/] GM pays the premium for you and your covered dependents for your lifetime.” Fox received a second, untitled one-page document. (Pl.Ex. 4-17.) Under the heading “Health Care Coverages,” it states, “BC/BS will be continued at GM expense.” It also notes that Fox is eligible to continue coverage under the Comprehensive Medical program, and that the dental plan will be continued at GM expense. Six members of the representative group who retired from Central Office in Detroit received a two-page document entitled “Insurance and Medical Coverages After Retirement.” (Pl.Ex. 4-8.) Under the major heading “Medical Insurance,” and sub-heading “Blue Cross/Blue Shield and Prescription Drug Programs,” it states, ‘Tour basic coverages will be provided at Corporation expense for your lifetime____” All six retirees also received at least one other document described in this section. Robert H. Bickmyer, who retired from Central Office on October 1, 1986, received a multi-page document entitled, “Draft of Special Separation Program,” dated June 19, 1986. (Pl.Ex. 4-47.) Under the heading “Health Care, Dental and Vision,” it states that, “Upon retirement, all health care coverages will be continued.” This document also includes the following disclaimer: . This summary presents general information only. Any reference to the payment of benefits is conditioned upon your eligibility to receive benefits. Each of the benefit programs has its own terms and conditions which in all respects controls the benefits provided. Bickmyer also received a personalized one-page document describing layoff and retirement benefits. (Pl.Ex. 4-48.) The document indicates that GM will pay Blue Cross/Blue Shield “for lifetime” at “no cost to retiree.” Last, Bickmyer received “Basic Benefit Increases after Retirement.” (Pl.Ex. 4-10.) This one-page document indicates that medical insurance (Blue Cross/Blue Shield) will be “continued without cost to you.” Frank Laurenzo and Rocco Ruggiero, both of whom retired from Central Office — New York (Overseas Operations) on March 1, 1982 and July 1, 1979, respectively, also received this document. In addition, Laurenzo received a document entitled “Explanation of Benefits.” It includes a chart describing his benefits in special early retirement. (Pl.Ex. 4r-30.) The chart indicates that “GM pays full cost for lifetime” for Blue Cross/Blue Shield Medical Insurance once Laurenzo retires. The text of the document also states, “Your basic coverages [Blue Cross/Blue Shield and Prescription Drug] will be provided at Corporation expense for your lifetime”. Dario Z. Breata, who retired from Central Office — New York on September 1, 1979, received a similar document and chart. (PI. Ex. 4 — 7.) As with Plaintiffs’ Exhibit 4-30, it indicates that “GM ■ pays full cost for Lifetime” for medical insurance. Three other New York Central Office 1979 retirees, including Rocco Ruggiero, also received this document. One of these individuals, William G. Cooney, received an even more abbreviated chart, (Pl.Ex. 4r-9), indicating that GM pays for Blue Cross/Blue' Shield during retirement. C. General Motors Assembly Division (GMAD) (1) South Gate Assembly. Two of the documents contained in Plaintiffs’ Exhibit 4 were given to early retirees of the South Gate assembly plant in California. The first, entitled “Employees Laid Off Who Will Retire From Layoff,” (PLEx. 4-1), was received by two South Gate retirees from the sample group of 451 — Clinton Burns, who retired April 1,1974, and Donald Nesbit, who retired November 1, 1980. (Pl.Ex. 2 at 1.) It is a one-page summary of benefits, indicating that basic health insurance will be paid by GM for the “lifetime” of the retiree. Clinton Bums received a second one page document. (Pl.Ex. 4-2.) It includes information on pension benefits, layoff payments, life insurance and health care, stating that, “Your basic health insurance is paid up for you and your spouse for the rest of both of your lives.” Additional evidence concerning what early retirees were told about health care at the South Gate plant was received through the testimony of Walter F. Huppenbauer. Huppenbauer worked in salaried personnel administration at South Gate for many years before his retirement in 1981. Beginning approximately in 1960, he assumed a supervisory position in salaried personnel administration for the plant. (Tr. 11(A) at 5-7.) Huppenbauer began processing early retirements when they were first introduced in 1974. (Id. at 9.) He estimates that he conducted a hundred or more pre-retirement interviews during his tenure at the plant. (Id. at 10.) He consistently told potential retirees “that they were going to get their basic health insurance for the rest of their life free and that they could continue comprehensive for a modest fee____ [W]e told everybody that.” (Id. at 15.) However, on cross-examination, Huppenbauer also stated that the health care benefits he described to early retirees were no different than those given to general retirees. In other words, early retirees, according to Huppenbauer, were not offered a special health care deal. (Id. at 30, 47-48.) Huppenbauer also testified that Plaintiffs’ Exhibit 4-2, received by Clinton Burns, was a form used for all early retirees during the first wave of early retirements in 1974. (Id. at 17.) Huppenbauer created the form in conjunction with staff from salaried payroll. In the normal course of business, the form would have been reviewed by the divisional office for GM Assembly. (Id. at 18.) Plaintiffs’ Exhibit 4-1, according to Huppenbauer, was used for early retirees who were offered retirement during the second wave of special early retirements in 1979. (Id. at 23.) GM submitted a 1982 document entitled “Your General Motors Status and Your GM Benefits in Connection with the Discontinuance of Operations at GM Assembly Division South Gate Plant.” (Def.Ex. 732.) Other than the existence of the document, no evidence indicates that it was received by any potential retirees. It includes the same information on health care, and the same disclaimer as found in Defendant’s Exhibit 731, discussed immediately below. (2) Fremont Assembly. Armand Petrolina retired from the Fremont Assembly Plant in California effective April 1, 1986, after being placed on layoff when the plant closed in 1982. He received a brochure entitled “Your General Motors Status and Your GM Benefits In Connection With The Discontinuance of Operations at the GM Assembly Division Fremont Plant.” (Pl.Ex. 4-42; Def.Ex. 731.) It states, “Health Care coverages are continued for you and your eligible dependents for your lifetime, with General Motors paying the full cost if you are receiving Salaried Retirement Program benefits.” It also includes the following disclaimer: This summary presents general information only. Certain provisions summarized herein are subject to approval by the Internal Revenue Service. Any reference to the payment of benefits is conditioned upon your eligibility to receive benefits. Each of the benefit programs has its own terms and condit