Gene and Susan,

Here is the draft award agreement for the plan.  Let me know if you have 
comments. 

I will be getting with Brian Bloom this week with our comments to the plan 
document.

Michelle

---------------------- Forwarded by Michelle Cash/HOU/ECT on 02/14/2000 09:06 
AM ---------------------------


"Wilson, Jeanne" <jtrippon@velaw.com> on 02/11/2000 05:01:16 PM
To: "'Michelle.Cash@Enron.Com'" <Michelle.Cash@Enron.Com>, 
"'Aaron_Brown@enron.com'" <Aaron_Brown@enron.com>
cc: "Bloom, Brian" <bbloom@velaw.com> 
Subject: DRAFT Award Agreement


I am forwarding, by attachment to this e-mail a draft, dated February 11,
2000, of the form Award Agreement Under the Enron Investment Partners
Incentive Plan.  Once you have had a chance to review the draft, please call
me at (713) 758-4505 or Brian Bloom at (713) 758-2623 with any comments or
questions.  We look forward to hearing from you.




 <<125080_1.doc>>

 - 125080_1.doc