Dear Mr. Derrick:

     Les LoBaugh suggested that I contact you to inquire about an in-house
counsel position at Enron. I am the General Counsel of Niagara Mohawk Holding's
unregulated subsidiaries, Niagara Mohawk Energy, Inc. and Niagara Mohawk Energy
Marketing, Inc. We expect the sale of Niagara Mohawk Energy Marketing to close
in November or December of this year, pending FERC approval, and a sale of
Niagara Mohawk Energy's Distributed Power and Energy Services Business units may
occur contemporaneously with that closing. Therefore, I am now pursuing other
career opportunities.

     I am a good candidate for an in-house counsel position at Enron because of
my 12 years experience as an attorney in the energy industry. As General Counsel
for the Company, I provide legal services and business advise to senior
management and the Board of Directors of both the energy marketing and the
energy services subsidiaries. My experience includes drafting and negotiating
gas and electric retail sales agreements and master agreements and related
documents for wholesale energy trading and marketing transactions, including
physical transactions and financial instruments such as swaps. I monitor and I
am responsible for representing my company in FERC and state regulatory
proceedings. I keep up to date on the fast moving events and trends in the
energy marketing and trading industry by closely monitoring regulatory
proceedings, reading information that is published in trade and related energy
industry publications and my involvement with the National Energy Marketers
Association and the Federal Energy Bar Association. I am also responsible for
representing the company and managing outside counsel in litigation and
alternative dispute resolution proceedings. My experience includes utility
regulatory and legal matters, the transactional work associated with corporate
mergers and acquisitions, corporate governance, human resource/employee issues,
interconnection agreements, municipal law, leasing, financing and secured
transaction agreements, commercial contracts, condemnation litigation and real
property matters.

     I have attached my resume for your review. Please contact me at your
earliest convenience to schedule an interview. I look forward to hearing from
you soon.

     Thank you for your consideration.

                         Very truly yours,
                         Steven R. Pincus

               (See attached file: Pincus Resume.doc)

 - Pincus Resume.doc