Derivatives trading in France

Mark, you may recall my memo to you in April, 1999 which indicated that for
netting purposes, the conditions included:

1. The transaction must be governed by a market standard master agreement or
occur on a French regulated market

2. One of the parties must be (a) an "investment firm" within the meaning of
the law of 2nd of July, 1996, (b) an instituion or firm benefitting from the
provisions of article 25 of the Law or © a non-resident entity having a
"comparable status"

The term "investment firm" embodies financial type institutions which recieve
and transmit order for financial instruments for third parties.

There are 12 categories of article 25 firms (including Bank of France,
insurance companies, broker types, etc.) .For example, one murky designation
includes "persons who supply an investment service which is ancillary to
their professional activity, provided the rules governing such activity do
not prohibt the carrying on of investment services". Slaughter and May has
advised that they could assist us in determining whether our French
counterparty fit this category and it definitely needs to be discussed with
the counterparty (and extract a rep from them as well). There are other
categories as well. I have a copy of the law if you would like to review.

The non-resident entity having "comparable status" is the category WE were
trying for fit into without much success.

Tana tells me that I have given you misinformation. Perhaps the law has
changed and Justin has a recent update.

ENA has a Soc Gen master, and we have recently sent a Deemed ISDA to a French
corporate (one shot deal only).