Re: Vivendi, S.A.

We still have outstanding issues under French law. Netting Transactions may
not be possible (i.e., may not be enforceable) with any of the French
counterparties even if you have an ISDA in place. If netting is not a
concern, then we can have separate and unrelated transactions. Are you going
to push an ISDA for SITA? Let's discuss. Michael will have to encourage
his counterparties to respond to our French counsel; SITA never did. Sara

Tanya Rohauer
07/15/99 05:48 PM
To: Tana Jones/HOU/ECT@ECT, Marie Heard/HOU/ECT@ECT, Susan Flynn/HOU/ECT@ECT,
Susan Bailey/HOU/ECT@ECT
cc: Sara Shackleton/HOU/ECT@ECT
Subject: Vivendi, S.A.

Please prepare a draft ISDA based on the attached credit worksheet. Please
deliver draft to Michael Moulton. Sara, this is another French company.

Thanks,
Tanya