Re: Appointments of Agents and Attorneys in Fact

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