I will talk to Dave about this and get back to you.  Mark



	Alan Aronowitz
	10/28/2000 09:31 AM
		
		 To: Mark E Haedicke/HOU/ECT@ECT
		 cc: 
		 Subject: Re: Appointments of Agents and Attorneys in Fact

This looks fine to me.

As we have previously discussed, I think in the special circumstance of Scott 
Tholan (Director), we should put in place a Power-of-Attorney to permit him 
to sign: (1) confidentiality agreements and (2) consulting agreements related 
to the competitive analysis projects. We can put a one year time limit on the 
POA as suggested in your memo. Please confirm that you are ok with this so 
that I can put the POA in place.  If you agree, please advise if I need to 
copy John L. and/or Dave on the POA.

Alan



	Mark E Haedicke
	10/20/2000 10:56 AM
		 
		 To: Julia Murray/HOU/ECT@ECT, Mark Taylor/HOU/ECT@ECT, Deb 
Korkmas/HOU/ECT@ECT, Jeffrey T Hodge/HOU/ECT@ECT, Alan Aronowitz/HOU/ECT@ECT, 
Sheila Tweed/HOU/ECT@ECT
		 cc: David W Delainey/HOU/ECT@ECT
		 Subject: Appointments of Agents and Attorneys in Fact

I would like to do fewer resolutions authorizing non-vps to sign contracts, 
and when we need such authorizations, let's make sure the resolutions are 
appropriately limited.  My thoughts are as follows:

1.   We have a lot of vps that can sign contracts.
2.   It is generally ok to have confirmations signed by certain carefully 
selected directors since we are confirming a trade that already took place 
and there is master agreement already signed.
3.   There are certain very routine agreements like pipeline right-of-way 
agreements that are ok for carefully selected directors to sign.
4.   Confidentiality agreements should be signed by a vp.
5.   Any authorization for a director to sign should expire within not more 
than one year and revoke all prior authorizations.

Please give me your comments.

Mark