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When you upgrade from either Microsoft Outlook 97, Microsoft Outlook 98, or Microsoft Outlook 2000 in Corporate or Workgroup (CW) mode to Microsoft Office Outlook 2003 or Microsoft Office Outlook 2007, Microsoft Outlook prompts for your passwords when you try to retrieve messages, even if you saved your passwords in the previous version of Outlook.
This behavior occurs because Outlook 2007 and Outlook 2003 were designed to only migrate passwords from Outlook 98 or Outlook 2000 in Internet Mail Only (IMO) mode.
For additional information about how to tell what setup you have for Outlook 98 or Outlook 2000, click the following article numbers to view the articles in the Microsoft Knowledge Base:
196041 OL2000: How to tell what type of Outlook setup you have
184029 OL98: How to tell what type of Outlook setup you have
To work around this behavior, enter the correct e-mail password, and then click to select the Save this password in your password list box when you receive the prompt for a password.