and eligible for benefits under section 35 of the

ARRP. Plaintiffs cited ARCO's sale of its Philadelphia refinery to Transworld Oil, Ltd. and its sale

of oil and gas assets to Hondo Oil Co. as examples of ARCO's payment of enhanced retirement

benefits under section 35 to former ARCO employees who continued working for those operations

after ARCO sold them. Plaintiffs also identified ARCO employees who continued working for

ChemLink as PONY employees, but were nevertheless considered terminated and eligible to receive

section 35 benefits. Plaintiffs argued that this evidence showed that ARCO did not uniformly

interpret section 35, but instead administered the plan to promote its own business purposes. After

reviewing the newly presented evidence, the plaintiffs' ARRP and STAP claims were again denied on

November 3, 1989.3



         After the second phase of administrative review, the parties again agreed to resort to the

administrative process to allow the review committee to consider claims of newly joined plaintiffs.

In February of 1990 the new plaintiffs' claims for benefits under section 35 of the ARRP and Schedule

M of the STAP were denied.

   3
       Defendants' Exhibits J–21 and J–22.
          After the three phases of administrative review were completed, plaintiffs' counsel sought to

depose all of the ARRP committee members and ARCO's lawyers. ARCO moved to quash the

depositions on grounds of relevance, the attorney work product doctrine, and the attorney-client

privilege. The magistrate judge concluded that the discovery could yield evidence of ARCO's

uniformity of construction of