Aparna:

Regarding your e-mail asking us to prepare a confidentiality agreement, below is an e-mail from Tana Jones forwarding two forms of CAs to Credit so that you all can prepare your CAs requesting financials without having to ask Legal to prepare it.  The CA must be initialed by a lawyer prior to signing by either Bill or Rick, and a copy of the fully executed CA must be sent to Kay Young in Legal.  Let us know if you have any questions.

Marie
 -----Original Message-----
From: 	Jones, Tana  
Sent:	Thursday, July 12, 2001 2:06 PM
To:	Buy, Rick; Brackett, Debbie R.; Bradford, William S.; Campbell, Lesli; Conwell, Wendy; Diamond, Russell; Espinoza, Veronica; Johnson, Rudwell; Lebrocq, Wendi; Mendoza, Nidia; Moran, Tom; Ngo, Tracy; Radous, Paul; Reves, Brant; Rohauer, Tanya; Sacks, Edward; Vanek, Darren; Williams, Jason R (Credit)
Cc:	Young, Kay; St. Clair, Carol; Cook, Mary; Greenberg, Mark; Leite, Francisco Pinto; Nelson, Cheryl; Sayre, Frank; Shackleton, Sara; Taylor, Mark E (Legal); Bailey, Susan; Heard, Marie; Panus, Stephanie
Subject:	Credit Confidentiality Agreement Forms and Procedures

At the request of Credit, we have developed a form of Confidentiality Agreement for Credit to use when a Confidentiality Agreement is being prepared to obtain financial statements from a counterparty.  Credit should be able to send this form directly to a counterparty without having to go through Legal to draft the agreement.  We ask that Credit ensure following procedures are complied with.

1.  We are providing two forms.  One form is for all US and Canadian counterparties.  Mexican counterparties need a special form which is also attached below.
2.  The only change that should be made to the form is inserting the counterparty's name and address.  Please make sure you have the correct legal name of the counterparty.  NO OTHER CHANGES SHOULD BE MADE TO THE FORM.
3.  Pursuant to company policy, the agreements must be initialed by a lawyer before they can be executed.
4.  Bill Bradford or Rick Buy can execute the agreement.
5.  A copy of the fully executed agreement MUST BE PROVIDED TO KAY YOUNG IN LEGAL.  THIS IS CRITICAL!!!

If you have any questions please do not hesitate to call me a x33399.