DRAFT Award Agreement

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.

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