**AGREEMENT**




**THIS
      AGREEMENT** (this
“Agreement”), dated as of August __, 2007, is entered into by and among **AMERICAN
      REAL ESTATE PARTNERS, L.P.** ,
      a
      Delaware limited partnership (“AREP”), and the other signatories hereto (each a
“Fund” and collectively the “Funds”):




**W
      I T N E S S E T H**




WHEREAS,
      on the date hereof, AREP is entering into an agreement pursuant to which its
      subsidiaries will acquire from affiliates of Carl C. Icahn interests in each
      of
      the general partners and the management company (collectively, the “Management
      Entities”) that provide investment and administrative services to the Funds (the
“Transaction”);




WHEREAS,
      pursuant to the governing documents of the Funds, Mr. Icahn and certain of
      his
      affiliates are currently subject, for the benefit of the Funds, to certain
      restrictions on their investment and other activities (a form of the section
      of
      the Funds’ offering memoranda describing such restrictions and related
      arrangements as of the date hereof is attached hereto as Exhibit
      A and such
      restrictions are hereafter referred to as the “Icahn Restrictions”);




WHEREAS,
      as a condition to the consummation of the Transaction, the parties desire to
      cause AREP and certain of its subsidiaries to agree to be bound by certain
      investment and other restrictions similar to the Icahn Restrictions;
      and




WHEREAS,
      as a result of the Transaction certain financial and other information with
      respect to the Management Entities and the Funds will be required to be
      disclosed in certain of AREP’s filings with the Securities and Exchange
      Commission (“SEC”) and other regulatory agencies; and




WHEREAS,
      as a condition to the consummation of the Transaction, AREP has agreed that
      additional expenses incurred by the Funds as a result of their providing such
      information to AREP will either be paid for by AREP or reimbursed to the Funds.




NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereto agree as follows:




1.
            **RESTRICTIONS**.
                AREP, on behalf of itself and its applicable subsidiaries, hereby
                agrees,
                for the benefit of the Funds, to be bound, and to cause its applicable
                subsidiaries to be bound, by the restrictions set forth in Exhibit
                B
                hereto (subject to the exceptions stated therein), which will be
                included
                in substantially such form in the offering memorandum of each Fund
                that
                provides an offering memorandum to investors and prospective investors.





2.
            **EXPENSES.**AREP hereby agrees that additional expenses incurred by the Funds
                as a
                result of providing financial and other information to AREP in connection
                with its filings with the SEC and other regulatory agencies, as reasonably
                determined by Icahn Capital Management LP, the management company
                to each
                Fund, will either be paid for by AREP or reimbursed to the applicable
                Funds by AREP.




1


3.
            **CONSTRUCTION.**THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
                WITH, THE
                LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO
                BE
                PERFORMED IN THE STATE OF NEW YORK.





4.
            **COUNTERPARTS;
                TELEFACSIMILE EXECUTION**.
                This Agreement may be executed in any number of counterparts, all
                of which
                taken together shall constitute one and the same instrument and any
                of the
                parties hereto may execute this Agreement by signing any such counterpart.
                Delivery of an executed counterpart of this Agreement by telefacsimile
                shall be equally as effective as delivery of an original executed
                counterpart of this Agreement. Any party delivering an executed
                counterpart of this Agreement by telefacsimile also shall deliver
                an
                original executed counterpart of this Agreement, but the failure
                to
                deliver an original executed counterpart shall not affect the validity,
                enforceability, and binding effect of this
                Agreement.





5.
            **AMENDMENTS**.
                The terms of this Agreement, including without limitation, Exhibit
                B
                hereto, may be amended or waived only with the written consent of
                each of
                the parties hereto. Notwithstanding the foregoing, a majority of
                the
                members of the Investor Committee (as such term is defined in the
                offering
                memoranda of the Funds) may amend, modify or waive any provision
                of this
                Agreement with respect to any particular transaction or series of
                related
                transactions.





**6.**
            **TERMINATION****.**This
                Agreement, and all obligations of AREP (and certain of its subsidiaries
                as
                described in Exhibit B hereto), shall: (i) remain in effect for as
                long as
                AREP and its subsidiaries continue to beneficially own, directly
                or
                indirectly, at least a majority of the equity of any of the Management
                Entities; and (ii) thereafter terminate immediately and be of no
                further
                force or effect, automatically and without any further action of
                the
                parties required.




**7.**
            **MISCELLANEOUS**.The
                terms and provisions of this Agreement are intended solely for the
                benefit
                of each party hereto and their respective successors or permitted
                assigns
                and it is not the intention of the parties to confer third-party
                beneficiary rights upon any other person.No
                party may assign this Agreement or any right, interest or obligation
                hereunder without the prior written consent of the other parties
                hereto,
                provided, however, that AREP may assign this Agreement without the
                consent
                of the other parties to any entity that succeeds to all or substantially
                all of its business.If
                any provision of this Agreement is held to be invalid or unenforceable
                in
                any respect, the validity and enforceability of the remaining terms
                and
                provisions of this Agreement shall not in any way be affected or
                impaired
                thereby and the parties will attempt to agree in good faith upon
                a valid
                and enforceable provision that is a reasonable substitute therefor,
                and
                upon so agreeing, shall incorporate such substitute provision in
                this
                AgreementThis Agreement sets forth the entire agreement of the parties relating
                to
                the subject matter hereof except as otherwise set forth herein and
                supercedes all prior agreements respecting the subject matter hereof.







2




IN
      WITNESS WHEREOF, the parties have caused this Amendment to be executed and
      delivered as of the date first written above.




**AMERICAN
      REAL ESTATE PARTNERS, L.P.**


By:
      American Property Investors, Inc., its general partner








By:
      /s/ Andrew
      Skobe Name:
      Andrew Skobe


Title:
      Chief Financial Officer








**FUNDS:**





**ICAHN
      PARTNERS LP**


By:
      Icahn
      Onshore LP, its general partner








By:
      /s/ Edward
      Mattner


Name:
      Edward Mattner


Title:
      Authorized Signatory








**ICAHN
      FUND LTD.**








By:
      /s/ Edward
      Mattner


Name:
      Edward Mattner


Title:
      Authorized Signatory








**ICAHN
      FUND II LTD.**








By:
      /s/ Edward
      Mattner


Name:
      Edward Mattner


Title:
      Authorized Signatory





**ICAHN
      FUND III LTD.**








By:
      /s/ Edward
      Mattner


Name:
      Edward Mattner


Title:
      Authorized Signatory








3




**ICAHN
      PARTNERS MASTER FUND LP**


By:
      Icahn
      Offshore LP, its general partner








By:
      /s/ Edward
      Mattner


Name:
      Edward Mattner


Title:
      Authorized Signatory








**ICAHN
      PARTNERS MASTER FUND II LP**


By:
      Icahn
      Offshore LP, its general partner








By:
      /s/ Edward
      Mattner


Name:
      Edward Mattner


Title:
      Authorized Signatory








**ICAHN
      PARTNERS MASTER FUND III LP**


By:
      Icahn
      Offshore LP, its general partner








By:
      /s/ Edward
      Mattner


Name:
      Edward Mattner


Title:
      Authorized Signatory








**ICAHN
      CAYMAN PARTNERS L.P.**


By:
      Icahn
      Offshore LP, its general partner








By:
      /s/ Edward
      Mattner


Name:
      Edward Mattner


Title:
      Authorized Signatory








**ICAHN
      PARTNERS MASTER FUND II FEEDER LP**


By:
      Icahn
      Offshore LP, its general partner








By:
      /s/ Edward
      Mattner


Name:
      Edward Mattner


Title:
      Authorized Signatory




4


**EXHIBIT
      A**





Icahn
      Restrictions 1





Mr.
      Icahn
      and his Covered Affiliates (as defined below) have invested more than $300
      million in the U.S. Fund and may invest more in the future. In addition, Mr.
      Icahn has agreed that, except through their participation in the Icahn Funds
      and
      as noted below, he and his Covered Affiliates will not invest in any assets
      they
      deem suitable for the Icahn Funds other than government and agency bonds and
      cash equivalents.




Mr.
      Icahn
      and the Covered Affiliates may acquire, outside of the Icahn Managed Funds
      (as
      defined below), up to 20% 2  of the
      amount of any security acquired by the Icahn Managed Funds (the “Co-Investment
      Right”), but only if such transaction (and subsequent disposition) is at the
      same time and price as applies to any of the Icahn Managed Funds, unless
      otherwise approved by the Investor Committee (see "Investor Committee" below).
      If multiple purchases of the same security are made over time by the Icahn
      Managed Funds, Mr. Icahn and the Covered Affiliates may reduce or eliminate
      their participation in such later purchases. However, the percentage
      participation by Mr. Icahn and the Covered Affiliates may not be increased
      from
      its lowest level during the course of a purchase program. Additionally, if
      Mr.
      Icahn and the Covered Affiliates do not participate at the same percentage
      level
      in each purchase made as part of a purchase program, they will ensure that
      their
      per-security profit is not higher than that of the Icahn Managed Funds. Mr.
      Icahn and his Covered Affiliates will not be prohibited from making additional
      investments in, or purchasing securities issued by, companies they controlled
      as
      of the initial closing of the U.S. Fund.




Mr.
      Icahn
      and the Covered Affiliates will be permitted to manage other funds, managed
      accounts or pooled investment vehicles ("Other Funds" together with the Fund,
      the "Icahn Managed Funds") and to invest in any of the Icahn Managed Funds.
      Those Other Funds will invest substantially in parallel with the U.S. Fund,
      subject to particular restrictions that may be applicable to such vehicles.
      For
      example, an affiliate of the Managing General Partner will also serve as the
      general partner of the U.S. Fund, which follows an investment program
      substantially similar to that of the Fund.




Mr.
      Icahn
      also may directly, or indirectly, manage and/or invest in feeder funds that
      invest substantially all of their assets in one or more of the Icahn
      Funds.




Mr.
      Icahn
      and the Covered Affiliates will be permitted to invest in funds, managed
      accounts or other pooled investment vehicles managed by unaffiliated third
      parties, and to participate in related coinvestment opportunities generated
      by
      vehicles in which they hold an interest as of the U.S. Fund's initial closing,
      or their affiliates.




The
      Fund
      will not invest in any securities issued by a company the securities of which
      were held by Mr. Icahn and companies he controlled as of the U.S. Fund's initial
      closing, if those holdings were greater than 5% or $50 million in market value
      of any class of such securities (“Specified Securities”), unless such holdings
      thereafter fall below those thresholds. Mr. Icahn and the Covered Affiliates
      shall not be restricted from making additional investments in such
      securities.


Capitalized terms have the meanings ascribed to them in the applicable
            Confidential Memorandum of certain of the Icahn Funds.
 2   The
            20%
            will be determined based upon the aggregate holdings of such securities
            by the
            Icahn Managed Funds, Mr. Icahn and the Covered Affiliates.


5


Investment
      opportunities that are intended to be long-term control positions and that
      are
      in industries in which Icahn-controlled entities have active operating
      businesses may first be offered to such Icahn-controlled entities.




"Covered
      Affiliate" shall mean an entity controlled by Mr. Icahn. The term "Covered
      Affiliate" will not include (i) Other Funds; (ii) any publicly traded entity
      or
      its subsidiaries; or (iii) other entities with third-party holders to whom
      fiduciary obligations exist and that are not primarily engaged in the business
      of investing in securities, or their subsidiaries. "Covered Affiliates" will
      not
      include, for example, the following publicly traded entities in which Mr. Icahn
      and his affiliates have controlling interests: XO Communications, Inc., a
      Delaware corporation, and National Energy Group, Inc., a Delaware corporation
      and AREP.




From
      time
      to time, the Managing General Partner may deem it appropriate for the Fund
      to
      engage in a "principal transaction" (within the meaning of the Advisers Act).
      Any "principal transaction" will be considered and approved or disapproved
      by an
      independent representative appointed by the Managing General
      Partner.







6




**EXHIBIT
      B**





AREP
      Restrictions 3







Pursuant
      to an agreement among AREP and each of the Icahn Funds (the “AREP Agreement”),
      AREP has agreed that, like Mr. Icahn and the Covered Affiliates, AREP and its
      subsidiaries (other than those subsidiaries (i) with third party holders to
      whom
      fiduciary obligations exist and that are not primarily engaged in the business
      of investing in securities, or their subsidiaries or (ii) that are publicly
      traded entities or their subsidiaries) will not invest in any assets that the
      Managing General Partner deems suitable for the Icahn Funds other than
      government and agency bonds and cash equivalents. AREP and its subsidiaries
      will
      be permitted to engage in the same activities as Mr. Icahn and the Covered
      Affiliates, including the ability to acquire or invest in non-public entities
      and to make investments in Specified Securities. In addition, AREP and its
      subsidiaries shall not be restricted from making additional investments in
      any
      securities issued by, or purchasing any securities issued by, a company the
      securities of which were held by AREP and its subsidiaries as of the date of
      the
      AREP Agreement. AREP and its subsidiaries, either alone or acting together
      with
      a group, will not be restricted from (i) acquiring all or any portion of the
      assets of any public company in or in connection with a negotiated
      transaction or series of related negotiated transactions or (ii) engaging in
      a
      negotiated merger transaction with a public company and, pursuant thereto,
      conducting and completing a tender offer for securities of the
      company. AREP will not participate in the Co-Investment Right. The terms of
      the AREP Agreement may be amended, modified or waived with the consent of AREP
      and each of the Icahn Funds, provided, however, that a majority of the members
      of the Investor Committee may, with the consent of AREP, amend, modify or waive
      any provision of the AREP Agreement with respect to any particular transaction
      or series of related transactions.




3 Capitalized terms have the meanings ascribed to them in the applicable
        Confidential Memorandum of certain of the Icahn Funds.


7