Millenium execution procedures

---------------------- Forwarded by Sara Shackleton/HOU/ECT on 09/29/99 12:18
PM ---------------------------
To: Joe Kishkill/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Edward E
Graham/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Pedro Henrique
Oliveira/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Peter E
Weidler/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Cathy L Moehlman/HOU/ECT@ECT, Sara Shackleton/HOU/ECT@ECT, Robert H
George/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Lynn
Aven/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Kent
Castleman/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Connie F
Estrems/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Jason
Thompkins/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Bruce
Harris/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
Subject: Millenium execution procedures

**Please do not forward**

So everyone knows, here is how we plan to execute the purchase/sale of
Millenium ADRs. Please let me know ASAP if anyone sees any problems with
this.

*We will have a formal ESA transaction approval and DASH signed by Diomedes
and/or Jim and others. These approvals will be shown to Corp. Treasury, Risk
Management, and RAC.

1. Jeff Kinneman's team will execute all trades with the market. They
function in this respect as an internal broker for ESA: ie, ESA will direct
and manage all trading decisions and they will execute. Jeff reports to Gary
Hickerson and Greg Whaley in Risk Management. Gary has been advised and Greg
will be advised that we will be taking a small trading position in these
securities. Jeff's team has been restricted from trading any other Millenium
securities except at our request.

2. We will use the CayCo that owns PEP (Enron Brazil Power Holding XII) for
our trades. Lynn chose this company for tax purposes, and Robert has
indicated that there are no legal restrictions on using this company. James,
Diomedes and Joe are Directors of this company. Joe can authorize Jeff,
Pedro, myself (or whoever) to execute trades of the CayCo. Appropriate
corporate resolutions will be executed as needed.

3. Morgan Stanley will be the clearing broker for our ADRs. The clearing
broker is also custody agent for the securities. Sara is in process of
completing this application (as a domestic account). MS is the primary
clearing broker and custody agent for most of Corp's stock purchases.

4. Jeff's team already has a trading agreement with JPM. We do not have an
agreement in place with DKB. We will execute that agreement once we have
clarified several matters with DKB.

5. Trades will be conducted in the following manner:

a) Pedro and I will discuss price targets/amounts throughout a given day
b) I will place an order with Jeff's team. If I am out, Pedro will speak
with Jeff directly. Jeff's number is 713-853-5398.
c) We will get execution feedback on the order from the team as well as any
market talk
d) If the order is filled, Corp. (Atlantic Commercial Finance) will be
instructed to send funds on behalf of CayCo to MS. Cathy Moehlman in
Treasury will handle cash movements and has been briefed on this potential
activity.

Regards, Bruce