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Investment Advisory
Agreement

Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004-2456
212-902-1000

MULTPSA:713197

  THIS AGREEMENT (the "Agreement") is made as of the J day of AU 1991 between Goldman, Sachs &
Co., a limited partnership organized under the laws of New York ("Goldman Sachs"), d Kenneth & Linda Lay
(together, the "Client").

  1. Annnintment of Investment Adviser. Acceptance of Appointment Goldman Sachs is hereby appointed as
investment adviser to the Investment Account (as defined in Section 2 (a) below) and Goldman Sachs hereby accepts such
appointment.

  2. Management:. Investment Guidelines: Powers of Grnldmon Sachs. (a) Goldman Sachs is hereby
authorized to supervise and direct, with full authority and at its discretion (without reference to the Client), on the Client's behalf
and at the Client's risk, the investment of the assets contained in the "Investment Account" which term, as used herein, shall mean
the account consisting of such cash, securities and other assets as are delivered to Goldman Sachs (or if Goldman Sachs is not
acting as the custodian, as are otherwise identified to Goldman Sachs), for management hereunder, including all investments,
reinvestments and proceeds of the sale thereof as well as all interest, dividends and appreciation thereon. The Client hereby
authorizes Goldman Sachs to open accounts and execute documents and representation letters in the name of, binding against, and
on behalf of, the Client for all purposes necessary or desirable in Goldman Sachs' view to effectuate Goldman Sachs' activities
under this Agreement.

  (b) The Investment Account shall be managed under the terms of this Agreement and subject to the written investment
guidelines and investtncnt objectives attached hereto as Appendix A (the "Investment Guidelines"), as such Investment Guidelines
may be amended from time to time by written agreement of the parties. All transactions effected for the Investment Account will
be deemed to be in compliance with such investment guidelines and investment objectives unless written notice to the contrary is
received by Goldman Sachs from the Client within ten (10) days following the first issuance of the confirmation or periodic report
containing such transactions. The Investment Guidelines apply only to the Investment Account and shall have no app! ic:biliry to
any other account(s) maintained by Client with Goldman Sachs or any of its affiliates. The ranlang of investment objectives and
the establishment of investment guidelines for any such account(s) shall have no application or relevance to the Investment
Account.

  (c) Goldman Sachs' authority and discretion hereunder shall include, without limitation, the power to buy, sell, retain,
tender and exchange investments and effect transactions and other powers as Goldman Sachs deems appropriate in relation to
investing and executing transactions for the Investment Account. Unless otherwise specifically agreed by the parties, Goldman
Sachs' duties shall not include the voting of proxies on behalf of the Client (except as otherwise permitted by applicable NYSE or
other regulations) and all materials relating to corporate actions and voting will be forwarded to Client in accordance with
Goldman Sachs' normal practices. The Client agrees that Goldman Sachs may, but shall not be required to, aggregate orders for
the Investment Account with orders of other clients and, in so doing, Goldman Sachs need not designate any of the Client's orders
as "individual" when submitting orders via the DOT systems. Client authorizes Goldman Sachs to assign to the Investment
Account the average price resulting from such "bunched" orders. Goldman Sachs will make available to the Client. upon the
Client's request, the underlying records reflecting the actual transaction prices.

LAY-G20 0893

LBF001-00883

GOVERNMENT
EXHIBIT
  111
  Crim. No. H-04-25 (S-2)


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3. Charges and Fees. (a) For its advisory services hereunder, Goldman Sachs shall be entitled to the fees and
terms of payment as set forth in Appendix B to this Agreement, as such Appendix may be amended from time to time by written
agreement of the parties. Goldman Sachs may, at its discretion, make payments out of such fees to any affiliate or other person(s)
The Client is responsible for payment of brokerage commissions, commission equivalents, transfer fees, registration costs, taxes
and other costs and transaction-related expenses and fees arising out of transactions in the Investment Account, and the Client
hereby authorizes Goldman Sachs to incur such expenses for the Investment Account.

  (b) Goldman Sachs and its affiliates shall be entitled to retain any commissions, commission equivalents and/or dealer
spreads that may be realized in connection with transactions effected for the Investment Account. Goldman Sachs personnel,
including those persons primarily responsible for management of the Investment Account, may receive compensation consisting
of a portion of the advisory fees and any commissions or commission equivalents and/or dealer spreads charged to the Investment
Account pursuant to this Agreement. The Client therefore understands that a potential conflict of interest exists because Goldman
Sachs and/or its personnel have an economic interest in transactions effected for the Investment Account, whether effected with or
through Goldman Sachs or its affiliates under a directed brokerage arrangement as described in Section 5(a), or otherwise.
Furthermore, the Client acknowledges and agrees that, to the extent that the Client has been referred to Goldman Sachs by an
employee of Goldman Sachs or any of its affiliates, or by a third parry, Goldman Sachs may, in its discretion, make payments out
of such fees, commissions or commission equivalents directly or indirectly to said person(s) as compensation for such referral.

  (c) If Goldman Sachs is acting as custodian, custodial fees for the Investment Account, if any, will be charged
separately by Goldman Sachs and are not included in Appendix B unless specifically set forth therein.

  (d) If Goldman Sachs is acting as custodian, the Client authorizes and directs Goldman Sachs to either debit the
Investment Account or bill the Client directly for all remuneration and expenses payable hereunder. If a third party acts as
custodian for the Investment Account, the Client authorizes Goldman Sachs to invoice such third parry for all remuneration and
expenses payable hereunder.

  (e) The Client hereby authorizes Goldman Sachs to charge and retain commissions on all exchange transactions
effected for the Investment Account. Goldman Sachs shall, with respect to transactions subject to Section 11(a) of the U.S.
Securities Exchange Act of 1934, as amended, annually provide the Client with information disclosing any such commissions
charged e-.n.d .. .....:~...~ by "~ G_,
_.._,_.. ............. luman Sachs.

  4. Reports and Other Information. Goldman Sachs shall provide the Client with reports containing
information regarding the status of the Investment Account on a quarterly basis, or otherwise as the Client and Goldman Sachs
may from time to time agree. Such reports will include a measure of performance based upon the change in valuation of the
investment Account during the reporting period. Valuations reflect Goldman Sachs' good faith effort to ascertain fair market
values based on pricing and valuation information believed by Goldman Sachs to be reliable. However, these valuation levels may
not be realized upon liquidation and Goldman Sachs will not be responsible for any errors with respect thereto. Market conditions
and transaction size may affect liquidity and the price received upon liquidation.

  5. Execution of Transactions. (a) Client understands that it is not obligated to direct Goldman Sachs to
execute transactions for the Investment Account through Goldman Sachs or its affiliates. However, in consideration of the receipt
by the Investment Account of valuable research, reporting, and other account services from Goldman Sachs and the individualized
service, advice, overall performance, and expertise to be provided by Goldman Sachs hereunder, Client hereby authorizes and
directs Goldman Sachs to execute all transactions for the Investment Account through Goldman Sachs or its affiliates. Client
acknowledges that, by so directing, commission rates and execution for Investment Account transactions may not be as favorable
as those that could be obtained if Goldman Sachs opened an account for the Client at another broker-dealer.

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(b) Client hereby authorizes and directs Goldman Sachs to execute transactions for the Investment Account in its
capacity of agent or principal, as Goldman Sachs shall determine, in accordance with applicable regulations and Goldman Sachs'
internal policies. Client acknowledges that Goldman Sachs' determination of the capacity in which it will act in a given situation
may not result in the best price for the Client with respect to a particular transaction. Transactions in underwritten securities, as
well as transactions in most fixed income securities and certain less liquid securities, generally will be effected directly with
Goldman Sachs or its affiliates as principal. Other principal transactions may be effected directly with Goldman Sachs or its
affiliates in limited circumstances. Client acknowledges that current regulatory requirements may limit Goldman Sachs' ability to
deal with the Investment Account on a principal basis. Goldman Sachs will normally comply with such regulatory requirements
by following the procedures described in this Section 5(b) and Appendix C. However, inasmuch as such procedures are not the
exclusive means of complying with the applicable regulatory requirements, Goldman Sachs reserves the right to take any other
actions that would result in compliance with the applicable regulatory requirements. In addition, Client agrees that, in the event of
changes in applicable regulations relating to principal transactions, or Goldman Sachs' interpretation thereof, the provisions of this
Section 5(b) and/or Appendix C may be modified by Goldman Sachs in any manner which, in its judgment, complies with the
then existing regulatory requirements. Client understands that such modifications may include, for example, Goldman Sachs'
ability to effect principal transactions with the Investment Account in any or all types of securities without prior notice to, or
consent from, Client. Client agrees that any modifications anticipated by this Section 5(c) will become effective upon Goldman
Sachs' giving written notice thereof to Client. Goldman Sachs will normally charge the Client a commission when it acts as agent
in executing a transaction for the Investment Account. When acting as principal, Goldman Sachs will normally charge the Client a
"mark-up," or a "mark-down," (or other commission equivalent) in the net price at which transactions are executed.

  (c) In addition to all other permissible investments, Goldman Sachs may, in its sole discretion, invest the Investment
Account in any open-end or closed-end investment company, unit investment mist or other collective investment fund. registered
or non-registered, for which Goldman Sachs or any of its affiliates serves as investment adviser ("Affiliated Fund"). In
connection with such investments, the Client will pay all fees pertaining to the Affiliated Fund and no portion of any A-ffiliated
Fund's advisory, administrative or 12b-1 fee will be offset against fees payable in accordance with the fee schedule hereunder,
provided, however, that Goldman Sachs will not charge the advisory fee, as set forth on Appendix B attached hereto, in respect of
that portion of the Client's assets (other than those assets consisting of short-term cash balances) invested in any Affiliated Fund.
The Client may revoke its consent to investment in Affiliated Funds at any time by written notice to Goldman Sachs.

  6. Aeenev Cross Transactions Client authorizes Goldman Sachs and its affiliates to execute agency cross
transactions (i.e., transactions where Goldman Sachs or its affiliates act as broker for both the Client and thecounterparty to the
transaction) for the Investment Account when so permitted by Goldman Sachs' policies. Client understands and agrees that, when
so acting, Goldman Sachs or its affiliates may receive commissions or commission equivalents from, and may have a potentially
conflicting division of loyalties and responsibilities regarding, both parties to such transactions. Client's authorization to Goldman
Sachs to execute agency cross transactions for the Investment Account is terminable at will without penalty, effective upon receipt
by Goldman Sachs of written notice from the Client.

  7. Custodian. Unless Client specifically directs otherwise, Client authorizes Goldman Sachs to serve as the
ctrstodiarn
  for the Investment Account. If Client directs that an entity other than Goldman' Sachs serve as the custodian for the
Investment Account, the Client agrees to require the custodian to send to the Client and to Goldman Sachs. no less than quarterly,
a statement showing all transactions between the Investment Account and the Client's account at the custodian. Client also agrees
to instruct such custodian to provide Goldman Sachs with such additional periodic reports concerning the status of the Investment
Account as Goldman Sachs may reasonably request from time to time.

  8. R_enresentations and Warranties of Goldman Sachs. Goldman Sachs hereby represents, warrants to and agrees
with the Client that (i) this Agreement has been duly authorized, executed and delivered by Goldman Sachs and constitutes its
legal, valid and binding obligation and (ii) Goldman Sachs is registered with the Securities and Exchange Commission as an
investment adviser under the Investment Advisers Act of 1940 (the "Advisers Act"). No representation or warranty is given by
Goldman Sachs as to the performance or profitability of the Investment Account or any part thereof.

3

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LBF001-00885


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9. Representations and Warranties. Certain Aereements of the Client (a) The Client hereby represents,
warrants to and agrees with Goldman Sachs that (i) no one other than the Client has any interest in the Investment Account unless
such interest is revealed in the definition of "Client" in the preamble to this Agreement; (ii) this Agreement (including the
transactions contemplated hereunder) has been duly authorized, executed and delivered by the Client, constitutes the Client's
legal, valid and binding obligation, and will not violate the constituent documents of the Client, or any law, rule or regulations
binding on the Client, or any order or judgment of any court or governmental authority applicable to the Client; (iii) except as has
otherwise been disclosed in writing to Goldman Sachs by Client, the Client is not an officer, director or controlling person of any
entity whose securities fall within the Investment Guidelines; (iv) the Client will not deal or authorize anyone other than
Goldman Sachs to deal with the Investment Account; and (v) Client has had an opportunity to discuss with Goldman Sachs the
risks associated with the use of margin, and the use of margin by the Investment Account, if approved by Goldman Sachs, is
consistent with the Investment Guidelines, including, if applicable, the designation of safety of principal as Client's primary
investment objective. In addition, the Client acknowledges that the Client received Part II of Goldman Sachs' Form ADV at least
48 hours prior to executing this Agreement (b) If the Investment Account is owned jointly or is represented by mul tipie
fiduciaries (such joint owners and multiple fiduciaries being collectively referred to hereinafter as "Co-owners"), each Co-owner
represents and warrants that each of the other Co-owners has the full power and authority to act on behalf of the Client including,
without limitation, the authority to give and receive instructions, notices, and communications of every kind, and to generally deal
with Goldman Sachs on behalf of the Client, all without the approval of or notice to the other Co-owners. Notwithstanding the
foregoing, each of the Co-owners agrees that Goldman Sachs may, in its sole discretion: (i) require joint instructions from some or
all of the Co-owners before taking any action hereunder and (ii) if Goldman Sachs should receive instructions from any one of the
Co-owners that are, in the opinion of Goldman Sachs, in conflict with instructions received from any other Co-owner, Goldman
Sachs may comply with any such instructions and/or advise the Co-owners of the apparent conflict and/or take no action as to any
such instruction until Goldman Sachs receives instructions from any one or more of the Co-owners that Goldman Sachs deems
satisfactory. (c) Client agrees to inform Goldman Sachs promptly in writing if any representation, warranty or agreement made
by the Client in this Agreement is no longer true or requires exception or modification to remain true.

  10. Limitation of Liability: Indemnification. (a) Goldman Sachs shall not be liable for any expenses. losses,
damages, liabilities, demands, charges and claims of any kind or nature whatsoever (including without limitation any legal
expenses and costs and expenses relating to investigating or defending any demands, charges and claims) (collectively "Losses")
by or with respect to the Investment Account except to the extent that such Losses are actuall investment losses (and not incidental
Losses or expenses) which arc the direct result of an act or omission taken or omitted by Goldman Sachs during the term of the
Agreement hereunder which constitutes gross negligence or bad faith with respect to Goldman Sachs' obligations to select and
execute transactions in accordance with the Investment Guidelines as described in Section 1 hereof.

  (b) The Client shall reimburse, indemnify and hold hamiless Goldman Sachs, its affiliates and their partners. directors,
of tcers and employees and any person controlled by or controlling such persons ("indemnitees") for, from and against any and all
Losses (i) relating to this Agreement or the Investment Account arising out of any misrepresentation or act or omission or alleged
act or omission on the part of the Client or any of its agents ; or (ii) arising or relating to any demand. charge or claim in respect
of an indemnitee's acts, omissions, transactions, duties, obligations or responsibilities arising pursuant to this Agreement, unless
(1) a court with appropriate jurisdiction shall have determined by a final judgment which is not subject to appeal that such
indemnitee is liable in respect of the demands, charges and claims referred to in this paragraph or (2) such indemnitee shall have
settled such demands, charges and claims without the Client's consent

  11. Assienment. Neither Client nor Goldman Sachs may assign its rights or delegate its obligations under this
Agreement, in whole or in part, without the prior written consent of the other parry, provided that Goldman Sachs may transfer its
rights and obligations under this Agreement to any subsidiary, affiliate or successor by merger or consolidation or otherwise if
such transaction does not constitute an "assignment" for purposes of the Investment Advisers Act of 1940. Upon any such
delegation and the assumption of obligations by such successor entity, Goldman Sachs shall be relieved of, and fully discharged
from, all of its obligations hereunder, whether such obligations arose before or after the date of such delegation and assumption.

LAY-G20 0896

LBF001-00886


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1?. Services to Other Clients: Certain Affiliated Activities; Conflicts of Interest (a) The relationship between
Goldman Sachs and the Client is as described in this Agreement. Client acknowledges that, as a result of such relationship, there
may be circumstances in which Goldman Sachs and its affiliates act as agent for the Client and another person, and effect
transactions with or for the Investment Account in instances in which Goldman Sachs and its affiliates have multiple interests.
Without limiting the generality of the foregoing, Goldman Sachs and its affiliates may act as adviser to clients in investment
banking, financial advisory, underwriting, asset management and other capacities with respect to investments that may be made or
are held in the Investment Account, and Goldman Sachs, its affiliates and their personnel may act in a proprietary capacity, with
long or short positions, and may issue or underwrite investments of all types, including those which the Investment Account may
invest in or hold. Such personnel may serve as directors of companies the securities of which the Investment Account may invest
in or hold. Client authorizes Goldman Sachs and its affiliates to provide the advisory services described herein, notwithstanding
such conflicts, or potential conflicts, of interest
  (b) Client acknowledges and agrees that Goldman Sachs and its affiliates, in its or their sole discretion, may refrain
from recommending or effecting transactions in certain circumstances due to: (i) applicable regulatory requirements; (ii) Goldman
Sachs' or its affiliates' internal policies designed to comply with such requirements; (iii) the conflicts, or potential conflicts, of
interest, described in Section 12(a) above or otherwise (notwithstanding Client's above-stated authorization to act irrespective of
such conflicts or potential conflicts); or (iv) for any other reason.

  13. Effectiveness: Termination. Client understands and agrees that, notwithstanding the execution o f this
Agreement by Client and Goldman Sachs, Goldman Sachs may refrain from providing the advisory services described herein for
the Investment Account until such time as all of Goldman Sachs' internal procedures with regard to the establishment of such
accounts have been completed. Such procedures may include, without limitation, the obtaining of certain internal approvals. The
Agreement may be terminated by Goldman Sachs or the Client without penalty or other additional payment, save that the Client
will pay the fees of Goldman Sachs referred to in Section 3 of the Agreement, prorated to the date of termination. Termination
shall be effective immediately upon one party's receipt of written notice of termination from the other party, provided that the
Client shall be responsible for any trades entered for the Investment Account before such termination is effective. Section3 and
Secuons 8 through 15, and Sections 17 and 18 shall survive the termination of this Agreement.

  14. Notices. All notices and instructions with respect to securities transactions or any other matters contemplated
by this Agreement shall be deemed duly given when delivered in writing to the appropriate party at the addresses set forth in this
Section 14, or to such other address as shall be notified in writing by that parry to the other parry from time to time or, if sent by
facsimile, upon transmission, as the case may be. In the event that the facsimile number and/or address set forth below differs
from that/those set forth on Appendix C. the facsimile number and address set forth on Appendix C shall govern as to sending of
Principal Trade Letters.

For Goldman, Sachs & Co.: Notice Address:

1000 Louisiana. Ste. 550
Houston. T X 77002
Attention: Robert Mueller
Phone: 713-654-8470
Fax: 713-658-2608

For Client: Notice Address:

Houston, TX 77019

Attention: Ken Lay
Phone: 
Fax: 

LAY-G20 0897

LBF001-00887


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15. Entire Aereementt Amendment This Agreement, including the Appendices attached hereto and
incorporated herein by reference, constitutes the entire agreement of the parties with respect to management of the Investment
Account and may not be amended except by a writing signed by the parties. If any provision or any part of a provis i on of this
Agreement shall be found to be void or unenforceable, it shall not affect the remaining provisions which shall remain in full force
and effect. In the event of a conflict between the terms and conditions of this Agreement and the terms and conditio its of any
other agreement between Client and Goldman Sachs pertaining to the Investment Account, the terms and conditions of this
Agreement shall govern.

  16. Martin. Client acknowledges and agrees that Goldman Sachs is authorized to trade on margin for the
Investment Account. In connection with such trading, Client agrees to maintain margins for the Investment Account as Goldman
Sachs may require from time to time. Client agrees to pay interest charges which are imposed, in accordance with Goldman
Sachs' usual custom, with respect to the Investment Account and to pay on demand any debit balance owing with respect to the
Investment Account. Client agrees that securities and other property in the Investment Account may be carried in Goldman
Sachs' general loans and may be pledged or hypothecated separately or in common with other securities and any other property for
the sum due to Goldman Sachs thereon or for a greater sum and without Goldman Sachs retaining in its possession and control for
delivery a like amount of similar securities or other property.

  17. Gnvernine_ Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Nothing herein shall constitute a waiver or
limitation of any rights which t6 e Client may have, if any, under any applicable U.S. federal and state securities laws.

18. Arbitration.

(a) Arbitration is final and binding on the parties.
(b) The parties are waiving their right to seek remedies in court, including the right to a jury trial.
(c) Pre-arbitration discovery is generally more limited than and different from court proceedings.
(d) The arbitrators' award is not required to include factual findings or legal reasoning and any party's
rights to appeal or to seek modification of rulings by the arbitrators is strictly limited.
(e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with
the securities industry.

  Any controversy between Goldman Sachs (together with any of its affiliates also involved in such controversy) or
any of its or their partners, officers, directors or employees on the one hand, and the Client or CIient's agents on the other
hand, arising out of or relating to this Agreement, the transactions contemplated hereby, or the accounts established
hereunder shall be settled by arbitration, in acardanca with the rules then obtaining of any one of the American
Arbitration Association or The New York Stock Exchange, Inc, or any other exchange of which Goldman Sachs or its
affiliates is a member, or the National Association of Securities Dealers, Inc. or The Municipal Securities Rulemaking
Board, as the Client may elect. If the Client does not make such election by registered mail addressed to Goldman Sachs
at the address listed on the signature pages hereto within ten (10) days after receipt of notification from Goldman Sachs
requesting such election, then the Client authorizes Goldman Sachs to make such election on behalf of the Client. The
award of the arbitrator shall be final, and judgment upon the award rendered may be entered in any court, state or
federal, having jurisdiction.

  No person shall bring a putative or certified class action to arbitration, nor seek to enforce any predispute
arbitration agreement against any person who has initiated in court a putative class action or who is a member of a
putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until:
(i) the class certification is denied; (ii) the class is decertified; or (iii) the Client is excluded from the class by the court
Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this
Agreement except to the extent stated herein.

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19. Effective Date. Subject to the provisions of Section 13, this Agreement shall become effective on the day and year first

7TTNESS WHEREOF, the parties .hereto have caused this Agreement to be executed by their duly appointed
be effective as provided herein.

SACHS & CO.

S i gr*rure

  \p _ 1 SIbc4/j 1-
Title
  q
Date

A predispute arbitration clause is contained in Section 18 hereof.

s Signature

Name of Joint Owner (Please Typo.at Print)

  8is
  a
Date

(12,

Joint 0 eF Signature

Name of Joint Owner (Pleas& ype or Print)
e ~h~
Date

LAY-G20 0899

LBF001-00889


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APPENDIX A

INVESTMENT GUIDELINES AND ADDITIONAL DISCLOSURES

I. Investment Ohiectives

THE FOLLOWING PRIORITIZATION OF INVESTMENT OBJECTIVES APPLIES ONLY TO THE INVESTMENT
ACCOUNT; SUCH INFORMATION DOES NOT APPLY TO ANY OTHER ACCOUNT(S) MAINTAINED BY
CLIENT WITH GOLDMAN SACHS OR ANY OF ITS AFFILIATES. SIMILARLY, THE RANKING OF
INVESTMENT OBJECTIVES AND/OR THE ESTABLISHMENT OF INVESTMENT GUIDELINES FO R ANY SUCH
ACCOUNT(S) SHALL HAVE NO APPLICATION OR RELEVANCE TO THE INVESTMENT ACCOUNT.

While individual transactions may vary, Client's investment objectives with respect to the Investment Account are set forth below.
Please rank all applicable objectives in order of preference ("I " indicates the highest preference, "S" indicates the lowest
preference).

  Growth: Client is more interested in having the market value of the portfolio grow over the long term than in current income
from portfolio: Client is prepared to accept additional risk to principal to achieve this growth.

/ ,' Income: Client is more interested in obtaining a steady stream of current income from the portfolio than in growth,rf (he
portfolio.

J 4!t Safety of Principal: Client is interested primarily in preserving the value or the account assets, and is willing to forego more
growth or higher income.

  Trading Profits: Client wants to take advantage of short-term trading opportunities, which may involve establishing and
liquidating positions quickly.`

2. Speculation: Client is interested in taking above-average risks to principal in an attempt to achieve above-average returns.
PLEASE SEE SECTION III BELOW IF "TRADING PROFITS" OR SPECULATION" IS RANKED FIRST OR
SECOND.

9/0 (q C







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II. Investment Guidelines

Goldman Sachs is hereby granted and shall have full power and discretionary authority to invest and reinvest the assets
constituting the Investment Account in such manner as it may deem advisable including, but not limited to, the authority to trade,
buy, sell (long or short) or otherwise acquire (including on a when-issued or forward-delivery basis), hold or dispose of the
following domestic and foreign securities and instruments in the following categories:

  Equity securities including without limitation common and ordinary stock (including ADRs and GDRs), and limited
partnership interests, and rights, warrants, and convertible and non-convertible preferred stocks.

  Open-end or closed-end investment companies, unit investment trusts or other collective investment funds, registered or
non-registered.

  Evidences of indebtedness including, without limitation, any bonds, debentures, notes and convertible and non-
convertible debt obligations.

  Restricted or privately placed securities, including investments not traded on a recognized investment exchange. Such
investments are ordinarily "illiquid" and may at times be difficult to value and sell.

  Any non-investment grade rated obligation (i.e.. rated less than Baa3 by Moody's Investors Service, Inc. and' less than
BBB - by Standard & Poor's Corporation) or unrated debt obligation. Issuers of such speculative grade securities
(commonly referred to as "junk bonds") generally have highly leveraged capital structures, subjecting investors to a
high degree or risk.

  Options on securities (covered or uncovered) and on securities indexes (including, without limitation, over the counter
options); and forwards, swaps and other derivative transactions relating to securities, currencies and interest rates.
Any foreign currencies.

  Goldman Sachs shall have the power to borrow on behalf of the Client without limitation (including trading on margin)
and to collateralize such borrowings with assets in the Investment Account.

Notwithstanding the broad grant of power and discretionary authority described above, Client acknowledges and agrees that
Goldman Sachs may, from time to time, adopt policies restricting the activities of investment advisory accounts, including those
of the Investment Account.

  0 0901
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THE FOLLOWING SECTION APPLIES ONLY TO INVESTMENT ACCOUNTS THAT RAVE RANKED
"SPECULATION" OR TRADING PROFITS" FIRST OR SECOND IN SECTION I ABOVE:

III. Discinsures and Representations Re_ardinp "Speculatinn" and "Trading Profits".

Disclosure of Risk
An Investment Account identifying "Speculation" or "Trading Profits" as its first or second investment priority may be traded
aggressively in an attempt to maximize short-term gains, and less conservative positions may be established with the objective of
achieving above-average returns. As a result, activity in the Investment Account may be more risky and the volume may be
substantially higher than that of accounts with objectives such as safety of principal or income, and there may be considerable use
of leverage.

Additional Representations by Fiduciaries
Since the activity described in the immediately preceding paragraph may not always be appropriate for all fiduciary accounts,
each of the fiduciaries of the Investment Account (collectively, the "Fiduciaries") represents that the above-described selection
and ranking of investment objective is suitable for the Investment Account and is in conformity with the Investment Account's
purpose and financial condition, applicable law, governing documents and applicable fiduciary responsibilities. In addition, each
of the Fiduciaries agrees that i) any one or more of the Fiduciaries is authorized to reaffirm the above representation and to make
such other representations as are requested by Goldman Sachs and ii) Goldman Sachs is entitled to rely on such representations as
the duly authorized act of all of the Fiduciaries which will be binding on the Investment Account and all the Fiduciaries.

10

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APPENDIX B

FEE SCHEDULE

The Client shall pay or cause to be paid to Goldman Sachs as remuneration for its investment management services an annual
investment management fee pursuant to the schedule set forth below:

For equity, balanced or onnortunistic accounts:

First S 10 million of assets 1.00%
Next $10 million of assets 75 basis points ("bp")

For fixed income accounts:

First $10 million of assets 40 by
Next $10 million of assets 30 by

Each quarter a base fee will be calculated on the average of the value of the Investment Account on the last business day of each
month. The quarterly fee will be billed in arrears and payable. or debited from the Investment Account, within 30 days after the
end of each quarter. Fees will be prorated upon establishment of the Investment Account and upon tertnination of the Investment
Account.

Any amounts invested in a registered open-end investment company for which Goldman Sachs or an affiliate serves as investment
adviser, other than amounts reflecting short-term cash balances invested in Goldman Sachs money market funds, will be excluded
in calculating the value of the Investment Account.

11

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APPENDIX C

PRINCIPAL TRADE LETTER

The purpose of this letter is to confirm the Client's authorization to the herein described procedures pursuant to which the Client
may consent or object to specific purchases and sales of portfolio securities or other instruments for the Client's account
("Investment Account") and consent or object to such purchases and sales being executed by Goldman, Sachs & Co. or any of its
affiliates (individually and collectively, "Goldman Sachs") as principal transactions. A principal transaction is a transaction where
Goldman Sachs sells a security it owns to the Client, or where Goldman Sachs purchases a security from the Client for its own
account.

Before transmitting an order for execution of a principal transaction for the Investment Account, the Client's Financial
Adviser will transmit a facsimile notice to the Client or the Client's designated representative. For such purpose the
Client designates facsimile number '1 I' -b ~b Attention: Sheet-rr C ;l L and agrees that a notification sent to
such facsimile number will be deemed received by the Client. This notice shall inform the Client of the proposed terms
of the transaction as follows:

(a) the principal capacity in which Goldman Sachs proposes to act:
(b) a description of the security :o be purchased or sold;

(c) the maximum number of shares involved: and

(d) that the purchase or sale will be made at the market price of the security (which may be det:rrnined by
Goldman Sachs) at the time of purchase or sale, or, in the case of a purchase of an underwritten offering, at
the public offering price therefor.

2. The Client or the Client's designated representative may consent or object to the transaction itself and/or to the
execution of the transaction on a principal basis by notifying the Client's Financial Adviser either orally or i n writing
within three hours following receipt of the notification.

If the Client or the Client's designated representative, within three hours following receipt of the written notification: i)
objects to the transaction, the transaction will be not be executed; ii) consents to the transaction, but objects to its
execution on a principal basis, the transaction may be executed by the Client's Financial Adviser on an agency basis; or
iii) conscrits both to the transaction and to its execution on a principal basis, the transaction will be executed as soon as
practicable after the Client's Financial Adviser receives such consent, subject to the availability of securities and market
conditions.

4. If the Client or the Client's designated representative does not object or consent to the transaction or to its execution on
a principal basis within three hours following receipt of notification of the proposed transaction, the Client will have
constructively consented to the transaction and to its execution on a principal basis, and the transaction will be executed
for the Investment Account, subject to the availability of securities and market conditions.

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5. The Client agrees to timely inform Goldman Sachs as to an alternative facsimile number or other means of contacting
number set forth above; if the Client or the Client's designated representative is not available to receive transmission at
the facsimile number set forth above and the Client does n t timely inform Goldman Sachs of an alternate means of
contacting the Client (or the Client's designated representativ , the Client agrees that a transmission sent to the
facsimile number above will be deemed the Client if the Client (or the Client's designated representative) will not be
available to receive transmissions at the facsimile received by the Client. If the Client's designated facsimile machine is
inoperable or otherwise unavailable, the written notice contemplated by this letter may be sent by messenger or courier
service to the address set forth below, and receipt of such written notice will occur when delivery of such notice is
made:
  Srr+r rte: <cn
  e ur'}e 1240
I-bust- thin Y 77 (7

6. The Client acknowledges that Goldman Sachs will normally include a "mark-up" or "mark down" or other commission
equivalent in the net price at which principal transactions are executed, and that Goldman Sachs thereby may receive a
profit or other income from the transaction.

7. As described in Section 5(c) of the attached Investment Advisory Agreement, the provisions of, and the
procedures set forth in, this letter may be modified by Goldman Sachs, effective upon Client's receipt of
written notice thereof, in the event of changes in applicable regulations relating to principal transactions or
changes in Goldman Sachs' interpretation of such regulations.

8. The procedures described in this letter are a non-exclusive means by which Goidman Sachs may comply with
the regulatory requirements applicable to principal transactions. Goldman Sachs reserves the right to take any
other actions that would result in comniianca with the such requirements.

  ACKN LEDGED AND G E e
n r ignature

  Name of Joint Owner (P1 pe/Print)
~~~ f Q4
  Date


  Join O ner's Signature

  I' c P Lo U
  Name of Joint Owner (Please ype/Print)
Sl -Inn

Date

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