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  Interoffice
Memorandum

  To: See Distribution List
From: Kenneth L. Lay

Subject: Enron LOC

Department: Executive
Date: August 24, 2001

This serves as notice of my intent to repay my outstanding loan balance of $4,000,000 in full with shares of Enron stock
as of today, August 24, 2001.



CC: Rocky Emery

Bob Butts

Mary Joyce

  Elaine Overturf

EC38648B0050161

Respect Integrity
Form 000.469-E(7192)

EXH063-00309

Communication Excellence

GOVERNMENT
EXHIBIT
  4091
  Crim. No. H-04-25 (S-2)