RE: Confidentiality Agreement

Jean, Based on Richard's reply, I am OK with the strike. I just wanted to make it clear that ENA does compete with Marathon is these areas, but ENA would certainly only use the Confidential Information for the purposes of the proposed Transactions. Do you want me to prepare executables?

-----Original Message-----
From: Mrha, Jean
Sent: Sunday, August 26, 2001 5:42 PM
To: Nemec, Gerald
Subject: FW: Confidentiality Agreement

-----Original Message-----
From: Horstman, Richard L.
Sent: Fri 8/24/2001 5:36 PM
To: Mrha, Jean
Cc: Baillargeon, Paul R.
Subject: Confidentiality Agreement

Jean,

I'm on my way to Jakarta so it would probably be best to handle this by e-mail. I don't have Gerald's e-mail address so would you please forward this to him.

Gerald,

My reasons for striking the sentence are:

1) I couldn't figure out what it added to the prior sentence.
2) I'm concerned it negates Article 4, which states that, except as otherwise provided in the agreement, Confidential Information will only be used to evaluate, negotiate, and consummate proposed Transactions. The stricken language could be interpreted to allow the use of the Confidential Information to acquire businesses, facilities, contract rights, etc.

At a minimum, the stricken language should be modified to make it clear that a Party may not use Confidential Information received under this Agreement in pursuit of such activities.

Dick Horstman
Assistant General Counsel
Marathon Oil Company
(713) 296-2500