Louis, Michelle, and Cynthia,

Attached in Word is PIC's revised Administration Agreement and Trust Accounting Agreement for your review.  The Administration Agreement states that PIC will provide third party administration and actuarial services to the Plan, including calculation of contributions, preparation of disclosures and annual reports, maintenance of day-to-day records, and enrollment and termination of participants.  The Trust Accounting Agreement states that PIC will handle the trust accounting for the Plan (please let us know if Enron prefers to use someone else for this task).

PIC has agreed to waive any charges for the GUST restatement of the Plan, which will be taking place later this year.

Note the following basic administration charges:

Initially:
$1,000 analysis, design, and consulting
$1,000 plan document & SPD
$   175 IRS submission fee (for volume submitter document)

Ongoing:
$1,200 annual administration
plus $25 per participant

Additional charges will apply, including nondiscrimination testing and actuarial computations at $150/hour.

If the agreements meet with your approval, GSP's HR Manager has already been authorized to sign any necessary documents.  Therefore, Louis should sign where indicated and return the originals to Kevin Glueck, Pension Investors Corporation, 3939 Hollywood Blvd., Suite 1A, Hollywood, FL 33021, along with a retainer of $2,000 for the initial design and plan document fees.  Please provide copies to us.

Please let us know if you have questions, or you may contact Kevin Glueck at PIC directly at 954-986-8688 ext. 210.

Thanks,
Ann

_______________________________
Ann E. Murray
LeBoeuf, Lamb, Greene & MacRae
50 N. Laura St. Suite 2800
Jacksonville, FL 32202
Telephone:    (904) 630-5336
Fax:   (904) 353-1673
E-mail:   amurray@llgm.com
_______________________________


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