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F.'.-_Z 6ARO F'i M 5. CO.





Fayez Sarofm & Co. currently serves as an Investment Adviser to Kenneth L. Lay & Linda

P. Lay, TIC formerly held by Goldman Sachs & Co. This letter will serve as an amendment

to the Investment Advisory Agreement dated January 12, 1999, to provide that the Custody

Agreement between Kenneth L. Lay & Linda P. Lay, TIC and PaineWebber Inc. effective as

of November 9, 1999, and the Assets held by PaineWebber Inc. as Custodian in Account HSE

2999, be and hereby is made part of, included under and subject to the terms and conditions

of the In . astr ent Advisory Agreement.



  Please acknowledge your consent to the above-referenced amendment to the Investment

Advisory Agreement by executing both copies of this letter in the space provided.



Yours truly,



By





THE TJNDERSIGNED HEREBY AGR.EES TO THE ABOVE-REFERENCED AMEND MENri'

TO THE INVESTMENT ADVISORY AGREEMENT:



FAYEZ SAROFIM & CO.

By

  (Mrs.) Ray G. White

Executive Vice-President



Date: / 1 , / / , 1999



23803

  LAY-G20 0867