General Motors Corporation and Subsidiaries - Page 11




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          to create a program to address the issue of high interest rates.             
          The proposals suggested a program by which retail customers could            
          finance GM vehicles at a below-market interest rate.                         
               The car divisions (i.e., Chevrolet, Buick, GMC, Pontiac,                
          Oldsmobile, and Cadillac)7 initially opposed retail rate support             
          programs.  These proposals were not implemented in 1980 due to               
          perceived administrative difficulties and a lack of the necessary            
          internal support.                                                            
               In 1981, GM executives again made proposals to address the              
          issue of high interest rates.  This time, GM initiated programs              
          through GMAC which made below-market interest rate financing                 
          available to retail customers who purchased GM vehicles (the                 
          retail rate support program).  The motivation for the program                
          included stimulating retail demand for cars and increasing market            
          penetration.                                                                 
               GMAC's initial reaction to the initial proposed retail rate             
          support program was negative.  GMAC was concerned with the impact            
          of the retail rate support program on independent GM dealers, who            
          were GMAC's customers, and the independent GM dealers' ability to            
          earn dealer finance income.  See supra pp. 7-8.  GM's initial                


               7  The parties referred to the different divisions of GM                
          (i.e., Chevrolet, Buick, GMC, Pontiac, Oldsmobile, and Cadillac)             
          as "marketing divisions", "car divisions", and "vehicle                      
          divisions" of GM.  For clarity and uniformity, we shall refer to             
          them as car divisions.                                                       





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