Pat, here are the draft plan documents.  Any comments would be appreciated.  
Michelle

---------------------- Forwarded by Michelle Cash/HOU/ECT on 03/24/2000 11:21 
AM ---------------------------


"Wilson, Jeanne" <jkwilson@velaw.com> on 03/17/2000 10:42:44 AM
To: "'Tony.Jarrett@Enron.com'" <Tony.Jarrett@Enron.com>, 
"'Susan.Carrera@Enron.com'" <Susan.Carrera@Enron.com>
cc: "'Gene.Humphrey@Enron.com'" <Gene.Humphrey@Enron.com>, 
"'Michelle.Cash@Enron.com'" <Michelle.Cash@Enron.com>, 
"'Aaron.Brown@Enron.com'" <Aaron.Brown@Enron.com>, "Bloom, Brian" 
<bbloom@velaw.com> 
Subject: Enron Investment Partners Company Incentive Plan -- Second Draft of 
Plan Document and Form Award Agreement


Michelle Cash asked that I forward copies of these documents to you.  I have
also forwarded copies to Gene Humphrey and Aaron Brown.  Please call me at
(713)758-4505 or Brian Bloom at (713) 758-2623 with any questions or
comments.

-----Original Message-----
From: Wilson, Jeanne
Sent: Thursday, March 16, 2000 5:46 PM
To: Michelle Hoogendam Cash (E-mail)
Cc: Bloom, Brian
Subject: Attached Files


Dear Michelle,

 Attached are the latest drafts of the Enron Investment Partners
Company Incentive Plan (the "Plan") and the form Award Agreement Under the
Enron Investment Partners Company Incentive Plan.  To aid in your review, I
have also attached redlines of each document highlighting the changes since
the first drafts.  Please note the following points with respect to the
latest drafts:

(1) We need to know what state Enron Investment Partners Company is
incorporated in.

(2) We need a copy of the Enron Deferral Plan.

(3) We need to discuss Gene Humphrey's suggested revisions to Section
7.3(c) of the Plan.

 Once you have had a chance to review the drafts, please call me or
Brian Bloom to discuss your comments and questions.

Very truly yours,
Jeanne Wilson


PRIVILEGED AND CONFIDENTIAL:
Contains attorney-client communications
and/or attorney work product


 - Redline - Incentive Plan.DOC
 - Redline - Award Agreement.DOC
 - Word 2nd Draft Award Agreement for Enron Investment Partners Incentive 
Plan.DOC
 - Word 2nd Draft Enron Economic Development Corp. Incentive Plan.DOC