Jean,  I have reviewed Marathon's revisions to the CA.  I agree that these changes are minor and I am OK with all of them except one.  With respect to the stricken sentence in Paragraph 7, I would ask Marathon the reason for the strike.  I think the sentence only reinforces the right to compete concept in the first sentence and further specify's the concept.  I would be happy to discuss this further with Marathon.  Thanks.  

-----Original Message-----
From: Mrha, Jean 
Sent: Tuesday, August 21, 2001 12:47 PM
To: Nemec, Gerald
Cc: Hodge, Jeffrey T.; Kitchen, Louise
Subject: Marathon Confidentiality Agreement
Importance: High



Gerald,

Please find attached our C.A. with Marathon's modifications.  After receiving appropriate legal examination, I would like to turn around this C.A. A.S.A.P. (i.e., today). 

Best Regards,

Jean
-----Original Message-----
From: Baillargeon, Paul R. [mailto:PRBaillargeon@MarathonOil.com]
Sent: Tuesday, August 21, 2001 5:44 AM
To: Mrha, Jean
Cc: Madro, Walt J.; Lowden, Steve J.
Subject: RE: Asset Management Outsourcing Arrangement Proposal


Jean,

Thanks for your note. Please find attached the CA with some minor
changes. If acceptable please sign and return two copies for our
signature. Also on a separate note, we have named a manager to pursue
this strategy going forward. I would like to introduce you to Walt Madro
on my return at the end of the week.

Regards

Paul



-----Original Message-----
From: Mrha, Jean [mailto:Jean.Mrha@ENRON.com]
Sent: Monday, August 20, 2001 6:41 PM
To: Baillargeon, Paul R.
Subject: Asset Management Outsourcing Arrangement Proposal
Importance: High


Paul,

As promised last week, please find attached to this correspondence a
draft term sheet which outlines six potential asset management
outsourcing arrangements.  These various proposal structures signify
initial steps representing general commercial concepts to be further
refined by a transaction team.

I know that you are out until Wednesday, but I would be interested in
the status of the Confidentiality Agreement within Marathon's legal
department.  

I look forward to hearing from you.

Regards, 

Jean

 <<Outsourcing Proposal Structures.doc>> 


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