Janet, if you are ok, I'm ok - we usually only sign these type of 
non-solicitations, stand-stills or non-competes if we are well down the road 
towards having a reasonable probability to completing a transaction with the 
counterparty.  Otherwise, it becomes a nightmare to manage all these.  I will 
leave it to your discretion.

Regards
Delainey
---------------------- Forwarded by David W Delainey/HOU/ECT on 01/31/2001 
03:45 PM ---------------------------
From: Stuart Zisman on 01/31/2001 03:06 PM
To: Mark E Haedicke/HOU/ECT@ECT, David W Delainey/HOU/ECT@ECT, Mark 
Metts/NA/Enron@Enron
cc: Jeffery Ader/HOU/ECT@ECT, Michael R Brown/LON/ECT@ECT, Stephen 
Plauche/Corp/Enron@Enron 
Subject: Approval of a Non-Solicitation Provision

Pursuant to an Interoffice Memorandum from Jim Derrick to all Enron Attorneys 
dated October 27, 1999, I am required to seek approval from each of you prior 
to signing off on a non-solicitation agreement which affects Enron North 
America Corp.  This non-solicitation agreement is being required by Niagara 
Mohawk in order to participate in its request for proposal both to outsource 
the management of its supply portfolio and to provide power to meet its 
"Standard Offer Service" load requirements for a term ending 12/31/06.

The proposed non-solicitation language reads as follows:


"The Interested Party [this is defined to be Enron North America Corp.] 
agrees that, without the prior written consent of Niagara Mohawk, the 
Interested Party will not for a period of  eighteen (18) months from the 
effective date of this Confidentiality Agreement directly or indirectly 
solicit for employment any non-union individual who is now employed by 
Niagara Mohawk, its parent, or any of its affiliates or subsidiaries and who 
is identified by the Interested Party as a result of its evaluation or 
otherwise in connection with the Transaction; provided, however, that the 
Interested Party shall not be prohibited from (i) employing any such 
individual who contacts the Interested Party on his or her own initiative and 
without any direct or indirect solicitation by the Interested Party, and (ii) 
conducting generalized solicitations for employees (which solicitations are 
not specifically targeted at employees of Niagara Mohawk, its parent, or any 
of its affiliates or subsidiaries) through the use of media advertisements, 
professional search firms or otherwise."  

Please feel free to contact me at extension 3-7493 if you have any questions 
or comments on the legal side.  If you have questions about the underlying 
commercial transaction, please call either Jeff Ader or Michael Brown.  

Thanks

Stuart