---------------------- 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