Dear Mr. Derrick:

     Thank you very much for you prompt reply to my inquiry. I hope the hear
from Mr. Headicke and/or Ms. Sharp in the near future. I will be sure to send
your regards to Les LoBaugh.

               Very truly yours,
               Steve Pincus






James.Derrick@enron.com on 10/18/2001 11:53:44 AM

To:   Steven R Pincus/EM/NMEnergy@NMEnergy
cc:

Subject:  RE: Career Opportunities at Enron



Dear Mr. Pincus:

     Thank you for your message and for sending your resume to me.  I have
forwarded your information to Mr. Mark Haedicke, General Counsel of our
Wholesale Group, and to Ms. Vicki Sharp, General Counsel of our Retail
Group, for consideration in connection with any opportunities that may
exist or come up.

     Please give my best to Les.

     Sincerely,

     Jim Derrick



    -----Original Message-----
   From:   pincussr@nmenergy.com@ENRON
   Sent:   Wednesday, October 17, 2001 2:04 PM
   To:     jderric@enron.com
   Subject:  Career Opportunities at Enron



   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 << File: Pincus Resume.doc >>



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