AMENDMENT

    


    THIS
      AMENDMENT is made this 8th
      day of
      August 2007 by and between Icahn Capital Management LP (the “Management
      Company”
or
      “Employer”),
      Icahn
      Onshore LP (the “Onshore
      GP”)
      and
      Icahn Offshore LP (the “Offshore
      GP”
and
      together with the Onshore GP, the “Fund
      GPs”),
      and
      Keith Meister residing at 525 West 22nd
      Street,
      New York, NY 10011 (“Employee”
or
      “you”).

     

    RECITALS:

     

    Employee
      executed an Agreement dated as of December 31, 2004, as amended (the
“Agreement”;
      capitalized terms used herein and not otherwise defined shall have the meanings
      set forth in the Agreement) with Icahn Management LP, the Onshore GP, the
      Offshore GP and the Icahn Related Entities, as defined therein.

    


    Pursuant
      to a Management Contribution, Assignment and Assumption Agreement dated as
      of
      August 8, 2007 between Icahn Management LP and the Management Company (the
      “Assignment”),
      Icahn
      Management LP assigned, transferred and conveyed to the Management Company,
      effective as of 12:01 a.m., August 8, 2007 (the “Effective
      Date”),
      all
      of its right, title and interest in and to the Agreement, and the Management
      Company assumed and agreed to perform the liabilities and obligations (the
      “Assumed
      Obligations”)
      of
      Icahn Management LP under the Agreement, other than liabilities and obligations
      arising prior to the Effective Date, including, without limitation, liabilities
      and obligations with respect to Employee’s Management Fee Participation arising
      prior to the Effective Date (those liabilities and obligations arising prior
      to
      the Effective Date, the “Retained
      Obligations”).

    


    Each
      of
      Employer, the Onshore GP and the Offshore GP is owned indirectly by American
      Real Estate Holdings Limited Partnership, a Delaware limited partnership
      (“AREH”).
      The
      sole limited partner of AREH is American Real Estate Partners, L.P., a Delaware
      limited partnership (“AREP”).

    


    The
      parties wish to amend the Agreement, as so assigned, such amendments to be
      effective as of the Effective Date. 

    


    In
      consideration of the premises, and for other good and valuable consideration,
      the receipt and sufficiency of which is hereby acknowledged, the parties agree
      as follows:

     

    1. Consent.
      Employee hereby consents to the assignment of the Agreement pursuant to the
      Assignment.

     

    2. Obligations
      of Icahn Management LP.
      Employee
      acknowledges and agrees that his right, title and interest to, and his
      obligations with respect to, the Management Fee Participation earned pursuant
      to
      the Agreement prior to the Effective Date were not assigned to the Management
      Company pursuant to the Assignment, and that the portion of the Agreement that
      relates to such Management Fee Participation has been amended pursuant to the
      Amendment In Relation to Management Fee Participation dated as of August 8,
      2007
      between Icahn Management LP, the Fund GPs, the Icahn Related Entities and
      Employee. Employee further agrees and acknowledges that the Management Company
      shall have no liability with respect to Employee’s Management Fee Participation
      earned prior to the Effective Date. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3. Management
      Company.
      As of
      and following the Effective Date, all references in the Agreement to “Management
      Company” or “Employer” shall be deemed to be references to Icahn Capital
      Management LP. Notwithstanding the foregoing, Employee acknowledges and agrees
      that the payments made to him by Icahn Management LP prior to the Effective
      Date
      pursuant to his right to distribution and payment of an amount equal to 1.5%
      of
      the Net Management Fees for the fiscal quarter of the Funds during which the
      Effective Date occurs shall also be deemed to satisfy, to the extent applicable,
      the corresponding obligation of the Management Company with respect to
      Management Fees attributable to the period from the Effective Date through
      to
      the end of such fiscal quarter.

     

    4. Aggregate
      Rights Undiminished.
      The
      parties agree that the Assignment, which resulted in the separation of the
      Agreement into two elements (a portion of the Agreement remaining with Icahn
      Management LP and the balance being assumed by the Management Company) shall
      not, in the aggregate, diminish or expand the rights or obligations of Employee
      and, in particular, will not diminish or expand his right to receive payments
      or
      other economic rights, in the aggregate. The parties agree that in addition
      to
      any other obligations they may have, Icahn Management LP is responsible for
      performing all of the Retained Obligations, and the Management Company is
      responsible for performing all of the Assumed Obligations. The parties agree
      and
      acknowledge that neither the Assignment nor this Amendment shall release the
      Other Parties from their obligations under the Agreement, as assigned, and
      the
      Other Parties will continue to be responsible for the obligations under the
      Agreement, as assigned, to the extent they are not performed by the Management
      Company and its Affiliates. In particular, no incremental cost, if any, that
      may
      be incurred by the Management Company and that is attributable to the
      compensation, bonus or expenses of Carl C. Icahn under his employment agreement
      entered into pursuant to that certain Contribution and Exchange Agreement dated
      August 8, 2007 by and among Icahn Management LP, CCI Offshore Corp., CCI Onshore
      Corp., Carl C. Icahn and AREP (the “Contribution Agreement”), or to the earn-out
      payable to Mr. Icahn and his Affiliates under the Contribution Agreement, or
      to
      any expenses incurred because the Management Company will be owned by AREP
      and
      its Affiliates (that is, dealing with AREP’s accounting and reporting
      requirements), will diminish any amounts to be accrued or paid to Employee
      pursuant to the Agreement, as assigned. Attached hereto as Annex A is a schedule
      showing Employee’s accrued but unpaid Profit Participation, including unpaid
      amounts with respect to his deferred Management Fee Participation and amounts
      standing to the credit of the Employee Capital Account in respect of his
      Incentive Allocation Participation, updated through August 4, 2007. The parties
      agree that, absent manifest error, Annex A accurately sets forth the Profit
      Participation of the Employee to the date hereof and  methodology for the
      calculation of the matters set forth therein.

     

    5. Admission
      as Limited Partner.
      Section
      2 of the Agreement shall be amended as of the Effective Date by the addition
      of
      the following sentence at the end of Section 2:

     

    Employee
      has also been admitted as a limited partner of the Management Company effective
      as of the August 8, 2007 (all of which partnership interest and all related
      rights, powers and privileges shall, without any further act or deed, cease
      and
      terminate in all respects on the last day of the Term). References in this
      Agreement to the “employment” of Employee by the Management Company shall refer
      to Employee’s limited partnership interest in, and his provision of services as
      a limited partner to, the Management Company, and all payments to Employee
      by
      the Management Company provided for herein shall be reported to Employee by
      the
      Management Company on a Form K-1. The rights of Employee as a limited partner
      of
      the Management Company, and the duties of the Management Company and its
      respective partners to Employee as limited partner of the Management Company,
      shall be limited to those expressly set forth in the Agreement, as hereby
      amended and as further amended from time to time, and Employee shall have no
      other rights as a limited partner of the Management Company, whether by virtue
      of applicable statutory law or otherwise. Employee expressly waives and
      disclaims any other rights or obligations in favor of Employee.

     

    
      
         

      

      
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    6. Deferral
      of Management Fee Participation. As
      of and
      following the Effective Date, all references in the Agreement to the “Management
      Fee Participation” shall mean Employee’s Management Fee Participation earned
      hereunder in respect of periods from and after the Effective Date (which for
      the
      avoidance of doubt does not include the 1.5% of the Net Management Fees required
      to be paid to Employee currently). Such deferred Management Fee Participation
      shall be deemed to be hypothetically invested in the Offshore Fund, and accruals
      and payments to Employee under the Agreement with respect to such deferred
      Management Fee Participation shall be equal to the amount hypothetically
      invested as the same may be increased or decreased by the actual returns on
      the
      amounts hypothetically invested in the Offshore Fund. The Management Company
      shall be responsible for payment of Employee’s Management Fee Participation
      earned on and following the Effective Date, together with all hypothetical
      gains
      and losses thereon. 

     

    7. Vesting.
      Employee’s right to receive any amount or payments in respect of the Profit
      Participation earned after the Effective Date shall vest in accordance with
      Section 11 of the Agreement, taking into account for such purpose Employee’s
      periods of service with Icahn Management LP and the Icahn Related Entities
      commencing January 1, 2005 through the Effective Date, and Employee’s periods of
      service with the Management Company and the Icahn Related Entities from and
      after the Effective Date. For the avoidance of doubt, neither the Assignment
      nor
      Employee’s ceasing to provide services to Icahn Management LP as of the
      Effective Date shall result in the accelerated vesting of the Profit
      Participation pursuant to Section 11 of the Agreement.

     

    8. Governing
      Law.
      This
      Amendment shall be governed by and construed in accordance with the laws of
      the
      State of New York applicable to agreements made and/or to be performed in that
      State, without regard to any choice of law provisions thereof. All disputes
      arising out of or related to this Amendment shall be submitted to the state
      and
      federal courts of New York, and each party irrevocably consents to such personal
      jurisdiction and waives all objections thereto, but does so only for the
      purposes of this Amendment. 

     

    
      
         

      

      
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    9. Agreement
      in Force.
      Except
      as specifically amended by this Amendment, all terms and provisions of the
      Agreement, as assigned, shall remain and continue in full force and
      effect.

     

    10. Responsibility
      of AREP.
      AREP
      shall be jointly and severally responsible for the obligations of the Management
      Company hereunder.

     

    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
      first written above.

     

     

    
      	 	EMPLOYEE
	 	 
	 	/s/ Keith Meister
	 	Keith Meister
	 	 
	 	Icahn Capital Management LP
	 	 
	 	By: Edward
              Mattner
	 	Name: Edward Mattner
	 	Title: Authorized Signatory
	 	 
	 	Icahn Onshore LP
	 	 
	 	By: Edward
              Mattner
	 	Name: Edward Mattner
	 	Title: Authorized Signatory
	 	 
	 	Icahn Offshore LP
	 	 
	 	By: Edward
              Mattner
	 	Name: Edward Mattner
	 	Title: Authorized Signatory
	 	 
	 	AMERICAN REAL ESTATE PARTNERS,
              L.P.
	 	 
	 	By: Edward
              Mattner
	 	Name: Edward Mattner
	 	Title: Authorized
              Signatory


    

     

    [Signature
      page to Amendment to Keith Meister Employment Agreement

     

    
      
         

      

      
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