EXHIBIT
      10.1

    


    Employment
      Agreement

    


    EMPLOYMENT
      AGREEMENT dated as of May 1, 2008 (this “Agreement”),
      between ICAHN ENTERPRISES HOLDINGS L.P. (the “Company”)
      and
      Mr. Dominick Ragone (“Employee”).
      Company and Employee may hereinafter be referred to jointly as the "Parties."
      This
      Agreement shall become effective on the date appearing on the signature page
      of
      this Agreement under the Company’s signature ("Effective
      Date").

     

    The
      Parties to this Agreement, in consideration of the mutual covenants contained
      herein, agree upon the following terms of employment of Employee by
      Company:

     

    1. Employment.
      Upon
      the terms and conditions hereinafter set forth, the Company hereby agrees to
      employ Employee and Employee hereby agrees to become so employed. During the
      Term of Employment (as hereinafter defined), Employee will be employed in the
      position of (i) Chief Financial Officer of the Company, and (ii) an officer,
      director, advisor or agent to the Company, Icahn Enterprises G.P. Inc., the
      general partner of the Company (the “General
      Partner”),
      and/or Icahn Enterprises, L.P. (“Icahn
      Enterprises”),
      and
      each of their respective direct and/or indirect subsidiaries (each of such
      subsidiaries, the "Designated
      Affiliates"),
      as
      such positions may be specified from time to time by the Board of Directors
      of
      the General Partner (such board or any committee of such board to which such
      board delegates its responsibilities with respect hereto being referred to
      herein as the “Board”).
      In
      such capacities Employee shall perform such duties as are specified by any
      of
      the Board, the Company, the General Partner, Icahn Enterprises, the Designated
      Affiliates and the Superiors (as defined below).

     

    During
      the Term of Employment, Employee shall (i) report to and be subject to
      supervision by each of (A) the Board, (B) Chairman of the Board (the
“Chairman”),
      (C)
      President of the Company, (D) Chief Executive Officer of the Company, (D)
      Principal Executive Officer of the Company, and (E) or such other persons or
      entities as shall be specified by the Board from time to time (Persons
      specified, and/or in the capacities set forth, in (B) through (E) of this
      clause, collectively, the “Superiors”),
      (ii)
      perform such duties for the Company and its subsidiaries and affiliates, as
      are
      specified from time to time by the Superiors, the Company and the Board, and
      shall serve in such capacities at the pleasure of, the Company and the Board,
      subject to the terms hereof, (iii) devote all of his professional attention,
      on
      a full time basis, to the business and affairs of the Company and shall use
      his
      best efforts to advance the best interest of the Company and shall comply with
      all of the policies and procedures of the Company, including, without
      limitation, such policies with respect to legal reporting and compliance,
      conflicts of interest, confidentiality and business ethics as are from time
      to
      time in effect, (iv) not directly or indirectly render services to, or otherwise
      act in a business or professional capacity on behalf of or for the benefit
      of,
      any other “Person” (as defined below) as an employee, advisor, member of a board
      or similar governing body, sole proprietor, independent contractor, agent,
      consultant, representative or otherwise, whether or not compensated, and (v)
      work in the Company’s offices located in New York City on a full time basis and
      reside in New York City or its vicinity. 

    
      	 
	
              EMPLOYMENT
                AGREEMENT

            	
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    The
      parties acknowledge that Employee may from time to time also be requested by
      Carl C. Icahn to act as an officer, director, advisor or agent to entities
      with
      which he and his affiliates are involved (such entities, other than the Company,
      the General Partner, Icahn Enterprises and the Designated Affiliates, are
      referred to herein as the "Icahn
      Designated Entities")
      and
      Employee agrees that he will do so. Employee will not receive any additional
      compensation in taking on such activities and the Company will be reimbursed
      by
      the Icahn Designated Entities based on the time spent by Employee in such
      activities in accordance with the Company’s policies.

     

    "Person"
      or
“person”,
      as
      used in this Agreement, means any individual, partnership, limited partnership,
      corporation, limited liability company, trust, estate, cooperative, association,
      organization, proprietorship, firm, joint venture, joint stock company,
      syndicate, company, committee, government or governmental subdivision or agency,
      or other entity.

     

    2. Term.
      The
      employment period of Employee hereunder shall commence on the Start Date (as
      defined below), and shall continue through December 31, 2011 (December 31,
      2011
      being the “Expiration Date”), unless earlier terminated as set forth in this
      Agreement (the “Term
      of Employment”).
      

     

    Employee
      is currently employed by or will be employed by Bear Stearns Inc. and/or JP
      Morgan Chase and their affiliates (the "Existing
      Employer").
      

     

    Employee
      has informed the Company that he will continue to work with the Existing
      Employer for a transition period and may not be available to commence work
      with
      the Company prior to August 1, 2008 (the "Final
      Date").
      Employee agrees that prior to the Final Date, Employee will begin full time
      employment with the Company under this Agreement (the date of the commencement
      of such employment, the "Start
      Date");
      it
      being understood and agreed by Employee that: (i) failure to begin full time
      employment with the Company prior to the Final Date will constitute a breach
      of
      contract under this Agreement; and (ii) if the Start Date does not occur on
      or
      prior to the Final Date, then, at the sole and absolute discretion of the
      Company, the Company may deliver written notice to Employee terminating this
      Agreement, in which event the Company shall have no payment or other obligation
      to Employee of any kind or nature (but the provisions of Section 7 and 8 hereof
      shall survive any such termination). Employee has informed the Company that
      Employee will become eligible to receive a "stay put" type bonus (referred
      to
      below as the "Transition
      Bonus")
      from
      the Existing Employer, the terms of which are not yet finalized (and which
      Employee agrees to act in good faith to negotiate and obtain so as to reduce
      the
      amount of the Special Bonus Compensation in this Agreement). Employee will
      keep
      the Company fully informed regarding such negotiations and will allow the
      Company to participate in such negotiations if the Existing Employer does not
      object. The goal of the Company and Employee in such negotiations will be to
      reduce the Special Bonus Compensation by increasing the amount of the Transition
      Bonus. The Company will have the right to extend the Final Date from time to
      time by giving written notice thereof to Employee and at the request of the
      Company, Employee will continue to provide services to the Existing Employer
      in
      order to maximize the Transition Bonus, or at the request of the Company,
      Employee will cease to provide services to the Existing Employer and begin
      work
      for the Company hereunder, even if it may reduce the amount of the Transition
      Bonus, provided Employee may take up to 30 days off following the last day
      of
      his employment with the Existing Employer before commencing work with the
      Company (it being understood that Employee will not be entitled to any
      compensation from the Company during such 30 day period and he will not be
      an
      employee of the Company until the Start Date). The Transition Bonus shall for
      all purposes be deemed to equal the gross amount of such Transition Bonus for
      which Employee is eligible (before any applicable deductions and
      withholdings).

    
      
        	 
	
                EMPLOYMENT
                  AGREEMENT

              	
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    3. Compensation.
      For
      all
      services to be performed by Employee under this Agreement, during the Term
      of
      Employment, Employee shall be compensated in the following manner:

     

    (a) Base
      Compensation.
      The
      Company will pay Employee a salary (the “Base
      Salary”)
      at an
      annual rate of $300,000 per full 365-day year (being approximately $821.92
      per
      day), which Base Salary may be increased in the sole and absolute discretion
      of
      the Chairman by up to approximately 10% for the calendar year 2009. The Base
      Salary shall be earned and payable in accordance with the normal payroll
      practice of the Company.

     

    (b) Bonus
      Compensation.
      Employee may also be eligible to receive, in the sole and absolute discretion
      of
      the Chairman, a bonus. A bonus, if any, shall be deemed earned and payable
      only
      if approved by the Chairman in writing delivered to Employee. Generally, if
      a
      bonus is so approved, it will be payable at the same time as other employees
      of
      the Company located in New York City receive their annual bonuses. Employee
      will
      be entitled to receive a one time bonus in the amount of $1,150,000 for the
      calendar year 2008, which will be earned and payable at the same time as other
      employees of the Company located in New York City receive their annual bonuses
      for 2008, provided that Employee is actively employed on a full time basis
      by
      the Company on the day such bonus is to be paid. The compensation payable as
      contemplated in the preceding sentences of this Section 3(b) is referred to
      herein as “Bonus
      Compensation”. 

     

    (c) Special
      Bonus Compensation.
      Employee will also be entitled to receive from the Company a special bonus
      in
      the aggregate amount equal to (which amount can only be a positive number)
      (i)
      $1,200,000 minus
      (ii) the
      Transition Bonus; which special bonus will be payable in 3 equal installments
      on
      the first business day of July, 2009, July, 2010 and July, 2011, provided that
      Employee is actively employed on a full time basis by the Company on the day
      such installment is to be paid. The compensation payable as contemplated in
      the
      preceding sentence of this Section 3(c) is referred to herein as “Special
      Bonus Compensation”.
      Following his receipt of the Transition Bonus from the Existing Employer,
      Employee shall promptly provide the Company with a copy of a check stub that
      sets forth the amount of the Transition Bonus and any deductions and/or
      withholdings applicable thereto.

     

    4. Benefits/Expense
      Reimbursement.
      Employee shall be eligible to participate in health insurance and 401(k) plans
      currently available to the executives of the Company, subject to and on a basis
      consistent with the terms, conditions, and overall administration of such plans.
      Employee shall be entitled to reasonable reimbursement of all reasonable
      business expenses incurred on behalf of the Company, in accordance with the
      Company's standard policies and procedures. Employee shall be entitled to 22
      paid-time-off days per year to be accrued and used in accordance with the
      Company’s standard policies and procedures.

    
      
        	 
	
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    5. Termination.
      This
      Agreement shall terminate (subject to Section 9(f) below (Survival Provision))
      and the Term of Employment and the employment of Employee hereunder shall end,
      on the first to occur of any of the following:

     

    (a) The
      Expiration Date;

     

    (b) The:
      (i)
      death of Employee or (ii) determination of the Board, that Employee has become
      physically or mentally incapacitated so as to be unable to perform the essential
      functions of Employee’s duties to the Company for 60 consecutive days or 80 days
      in any twelve-month period, (the “Disability”);

     

    (c) The
      discharge of Employee by the Company with or without Cause; or

     

    (d) The
      resignation of Employee for any reason or no reason (the “Voluntary
      Resignation”),
      (and
      without limiting the effect of such resignation, Employee agrees to provide
      the
      Company with not less than 60 days prior written notice of his resignation,
      and
      in any event the Company may, at its option, declare such resignation to be
      effective on (x) any day following receipt of such notice or, (y) if such notice
      is not received, any day following such resignation).

     

    The
      Company may discharge Employee at any time, for any reason or no reason, with
      or
      without Cause. As used in this Agreement, “Cause”
means:
      (i) dishonesty detrimental to the best interests of the Company or any of its
      affiliates; (ii) conduct of Employee involving any immoral acts which is
      reasonably likely to impair the reputation of the Company or any of its
      affiliates; (iii) willful disloyalty to the Company or the Board, (iv) refusal
      or failure of Employee to obey the lawful directions of the Board or the
      Superiors, (v) neglect of duties and responsibilities assigned to Employee,
      (vi)
      indictment for a felony or conviction or plea of nolo
      contendere
      to a
      misdemeanor (other than a traffic violation) punishable by imprisonment under
      federal, state or local law, (vii)
      the
      violation, as determined by the Board based on opinion of its counsel, by
      Employee of any securities or employment laws or regulations, (viii) the use
      by
      Employee of a controlled substance without a prescription or the use of alcohol
      which impairs Employee’s ability to carry out his duties and responsibilities,
      (ix) material violation by Employee of the Company’s policies and procedures or
      any breach of any agreement between the Company and Employee, or (x)
      embezzlement and/or misappropriation of property of the Company or any of its
      affiliates, or any act involving fraud with respect to the Company or any of
      its
      affiliates.

     

    6. Obligations
      of the Company in the Event of Termination.
      In the
      event of termination of Employee’s employment hereunder, all rights of Employee
      under this Agreement, including all rights to compensation, shall end and
      Employee shall only be entitled to be paid the amounts set forth in this Section
      6 below; provided, that, the obligations of the Company to make any payment
      required pursuant to Section 6 (other than any amounts of Employee’s Base Salary
      and any amounts payable on account of accrued but unused paid-time-off days),
      is
      subject to and conditioned upon (i) execution and delivery by Employee to the
      Company of a release agreement in favor of the Company, its affiliates and
      their
      respective officers, directors, employees, agents and equity holders in respect
      of Employee’s employment with the Company and the termination thereof
      substantially in a form set forth in Exhibit A, attached hereto and as then
      provided by the Company to Employee, and (ii) such release agreement, once
      executed by Employee and delivered to the Company, becomes irrevocable and
      final
      under the applicable law.

    
      
        	 
	
                EMPLOYMENT
                  AGREEMENT

              	
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    (a) For
      Cause, Death, Disability and Voluntary Termination.

     

    
      	 	
              A.

            	
              If
                Employee's employment is terminated for Cause or due to Employee’s death
                or Disability or because of a Voluntary Resignation, Employee will
                then,
                in lieu of any other payments of any kind (including without limitation,
                any severance payments) be entitled to receive, within thirty (30)
                days
                following the date on which such termination occurs (the “Section
                6A Termination Date”)
                the following:

            


    

     

    
      	 	
              (1)

            	
              Payment
                of any unpaid Base Salary through the Section 6A Termination
                Date;

            


    

     

    
      	 	
              (2)

            	
              Payment
                for any paid-time-off days accrued and unused as of the Section 6A
                Termination Date, pursuant to Company policy;
                and

            


    

     

    
      	 	
              (3)

            	
              Payment
                of any Special Bonus Compensation earned and payable through the
                Section
                6A Termination Date but not yet paid to
                Employee.

            


    

     

    
      	 	
              B.

            	
              Coverage
                under all of Company's benefit plans and programs in which Employee
                is
                entitled to participate under Section 4 above will terminate as of
                the
                Section 6A Termination Date, except to the extent expressly provided
                in
                such plans, programs, or under applicable
                law.

            


    

     

    (b) Without
      Cause Termination.

     

    
      	 	
              A.

            	
              If
                Employee's employment is terminated without Cause, Employee will
                then, in
                lieu of any other payments of any kind (including without limitation,
                any
                severance payments) be entitled to receive, within thirty (30) days
                following the date on which such termination occurs (the Section
                6B Termination Date)
                the following:

            


    

     

    
      	 	
              (1)

            	
              Payment
                of any unpaid Base Salary through the Section 6B Termination
                Date;

            


    

     

    
      	 	
              (2)

            	
              Payment
                for any paid-time-off days accrued and unused as of the Section 6B
                Termination Date, pursuant to Company
                policy;

            


    

    
      
        	 
	
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                  AGREEMENT

              	
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              (3)

            	
              Payment
                of any Special Bonus Compensation earned and payable through the
                Section
                6B Termination Date but not yet paid to Employee;
                and

            


    

     

    
      	 	
              (4)

            	
              a
                continuation of the payment of amounts of Base Salary that Employee
                would
                have earned through the lesser of (A) the period through the Expiration
                Date had he continued to be employed by the Company through the Expiration
                Date or (B) the period ending on the 90th
                day following the Section 6B Termination Date, to be paid on the
                same
                schedule as previously paid.

            


    

     

    
      	 	
              B.

            	
              Coverage
                under all of Company's benefit plans and programs in which Employee
                is
                entitled to participate under Section 4 above will terminate as of
                the
                Section 6B Termination Date, except to the extent expressly provided
                in
                such plans, programs, or under applicable
                law.

            


    

     

    7. Non-Disclosure.
      From
      and
      after the date hereof, during
      the Term of Employment and at all times thereafter, Employee shall hold in
      a
      fiduciary capacity for the benefit of the Company and each of its affiliates,
      all secret or confidential information, knowledge or data, including, without
      limitation, trade secrets, sources of supplies and materials, customer lists
      and
      their identity, designs, production and design techniques and methods, identity
      of investments or investors, identity of contemplated investments, business
      opportunities, valuation models and methodologies, processes, technologies,
      and
      any intellectual property relating to the business of the Company or its
      affiliates, and their respective businesses, (“Confidential
      Information”).
      Employee also agrees to keep confidential and not disclose any personal
      information regarding any controlling Person of the Company, including Carl
      C.
      Icahn, any Related Persons or any affiliates (and all such personal information
      shall be deemed “Confidential Information” for the purposes of this Agreement).
      If the Employee receives a request for Confidential Information from a
      government agency or pursuant to a subpoena (together with a request a “Order”),
      then Employee may comply with such Order, provided,
      however,
      that
      Employee shall first provide written notification to the Company of such Order
      requesting disclosure, unless such notification is not permitted under the
      Order. Employee shall not, without the prior written consent of the Company
      (acting at the direction of the Board): (i) except to the extent compelled
      pursuant to the Order or other body having jurisdiction over such matter or
      based upon the advice of counsel that such disclosure is legally required,
      communicate or divulge any Confidential Information to anyone other than the
      Company and those designated by the Company; or, (ii) use any Confidential
      Information for any purpose other than the performance of his duties pursuant
      to
      this Agreement. Employee will assist the Company or its designee, at the
      Company’s expense, in obtaining a protective order, other appropriate remedy or
      other reliable assurance that confidential treatment will be accorded any
      Confidential Information disclosed pursuant to the terms of this Agreement.
      Employee agrees not to disparage the Company, its officers and directors, Mr.
      Icahn, or Related Persons, or any affiliate of any of the foregoing, in each
      case during and/or after his employment hereunder. For the purposes of this
      Agreement, “Related
      Persons”
means:
      (1) Carl Icahn, any spouse and any child, stepchild, sibling or descendant
      of
      Carl Icahn; (2) any estate of Carl Icahn or of any person referred to in clause
      (1); (3) any person who receives a bequest from or beneficial interest, in
      any
      estate under clause (2); (4) any executor, personal administrator or trustee
      who
      holds such beneficial interest in the Company for the benefit of, or as
      fiduciary for, any person under clauses (1), (2) or (3) to the extent of such
      interest; (5) any Person, directly or indirectly owned or controlled by Carl
      Icahn or any other person or persons identified in clauses (1), (2), (3) or
      (4),
      and (6) any not-for-profit entity not subject to taxation pursuant to Section
      501(c)(3) of the Internal Revenue Code or any successor provision to which
      Carl
      Icahn or any person identified in clauses (1), (2), or (3) above contributes
      his
      beneficial interest in the Company or to which such beneficial interest passes
      pursuant to such person’s will.

    
      
        	 
	
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    All
      processes, technologies, intellectual property and inventions (collectively,
      “Inventions”)
      conceived, developed, invented, made or found by Employee, alone or with others,
      during the Term of Employment, whether or not patentable and whether or not
      on
      the Company’s or any of its subsidiaries’ time or with the use of the Company’s
      or any of its subsidiaries’ facilities or materials, shall be the property of
      the Company or its respective subsidiary, as the case may be, and shall be
      promptly and fully disclosed by Employee to the Company. Employee shall perform
      all acts (including, without limitations, executing and delivering any
      confirmatory assignments, documents, or instruments requested by the Company
      or
      any of its subsidiary) to vest title to any such Invention in the Company or
      the
      applicable subsidiary and to enable to the Company or the applicable subsidiary,
      at their expense, to secure and maintain domestic and/or foreign patents or
      any
      other rights for such Inventions. 

     

    8. Non-Compete.

     

    (a) In
      addition to, and not in limitation of, all of the other terms and provisions
      of
      this Agreement, Employee agrees that from and after the date hereof (except
      as
      specifically contemplated in Section 2 above) and during the Term of Employment,
      Employee will comply with the provisions of Section 1 above.

     

    (b) Employee
      covenants and agrees that for a period of one (1) year from (x) the date hereof
      (except as specifically contemplated in Section 2 above); and (y) for a period
      of one (1) year following the last day of the Term of Employment, Employee
      will
      not, either directly or indirectly, as principal, director, agent, owner,
      employee, partner, investor, shareholder (other than solely as a holder of
      not
      more than 1% of the issued and outstanding shares of any public corporation),
      consultant, joint venturer, advisor or otherwise howsoever own, operate, carry
      on or engage in the operation of or have any financial interest in or provide,
      directly or indirectly, financial assistance to or lend money to or guarantee
      the debts or obligations of any Person carrying on or engaged in any business
      that is competitive with the business conducted by the Company or any of its
      subsidiaries during or on the date of termination of Employee’s
      employment.

     

    (c) Employee
      covenants and agrees that for a period of one (1) year from (x) the date hereof
      (except as specifically contemplated in Section 2 above); and (y) for a period
      of one (1) year following the last day of the Term of Employment, Employee
      shall
      not directly, or indirectly, for herself or for any other Person:

    
      
        	 
	
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              (i)

            	
              solicit,
                interfere with or endeavor to entice away from the Company or any
                of its
                subsidiaries or affiliates, any current or prospective customer or
                client,
                or any Person in the habit of dealing with any of the
                foregoing;

            


    

     

    
      	 	
              (ii)

            	
              attempt
                to direct or solicit any current or prospective customer or client
                away
                from the Company or any of its subsidiaries or
                affiliates;

            


    

     

    
      	 	
              (iii)

            	
              interfere
                with, entice away or otherwise attempt to obtain or induce the withdrawal
                of any employee of the Company or any of its subsidiaries or affiliates;
                or

            


    

     

    
      	 	
              (iv)

            	
              advise
                any Person not to do business with the Company or any of its subsidiaries
                or affiliates.

            


    

     

    Employee
      represents to and agrees with the Company that the enforcement of the
      restrictions contained in Section 7 and Section 8 (the Non-Disclosure and
      Non-Compete sections respectively) would not be unduly burdensome to Employee
      and that such restrictions are reasonably necessary to protect the legitimate
      interests of the Company. Employee agrees that the remedy of damages for any
      breach by Employee of the provisions of either of these sections may be
      inadequate and that the Company shall be entitled to injunctive relief, without
      posting any bond, and Employee agrees not to oppose granting of such relief.
      This section constitutes an independent and separable covenant that shall be
      enforceable notwithstanding any right or remedy that the Company may have under
      any other provision of this Agreement or otherwise. 

     

    9. Miscellaneous.

     

    (a) This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof and supersedes all previous written, and all previous
      or contemporaneous oral negotiations, understandings, arrangements, and
      agreements, and may be amended, modified or changed only by a written instrument
      executed by Employee and the Company. No term or condition of this Agreement
      shall be deemed to have been waived, except by a statement in writing signed
      by
      the party against whom enforcement of the waiver is sought. Any written waiver
      shall not be deemed a continuing waiver unless specifically stated, shall
      operate only as to the specific term or condition waived and shall not
      constitute a waiver of such term or condition for the future or as to any act
      other than that specifically waived.

     

    (b) This
      Agreement and all of the provisions hereof shall inure to the benefit of and
      be
      binding upon the legal representative, heirs, distributees, successors (whether
      by merger, operation of law or otherwise) and assigns of the parties hereto;
      provided, however, that Employee may not delegate any of Employee’s duties
      hereunder, and may not assign any of Employee’s rights hereunder, and any such
      purported or attempted assignment or delegation shall be null and void and
      of no
      legal effect. In the event the Company assigns this Agreement and its successor
      assumes the Company’s obligations hereunder in writing or by operation of law,
      all of the references to the Company, and to the Board, shall be deemed to
      be
      references to the Company’s successor and to the governing body of such
      successor, respectively. The Company and all of its subsidiaries shall be and
      be
      deemed to be third-party beneficiaries of this Agreement.

    
      
        	 
	
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    (c) This
      Agreement will be interpreted and the rights of the parties determined in
      accordance with the laws of the United States applicable thereto and the
      internal laws of the State of New York, without giving effect to the conflict
      of
      law principles thereof. Any unresolved dispute arising out of this Agreement
      shall be litigated in any court of competent jurisdiction in the Borough of
      Manhattan in New York City; provided that the Company may elect to pursue a
      court action to seek injunctive relief in any court of competent jurisdiction
      to
      terminate the violation of its proprietary rights, including but not limited
      to
      trade secrets, copyrights or trademarks. Each party shall pay its own costs
      and
      fees in connection with any litigation hereunder.

     

    (d) Employee
      covenants and represents that (i) he is not a party to any contract, commitment
      or agreement, nor is he subject to, or bound by, any order, judgment, decree,
      law, statute, ordinance, rule, regulation or other restriction of any kind
      or
      character, which would prevent or restrict him from entering into and performing
      his obligations under this Agreement, (ii) he is free to enter into the
      arrangements contemplated herein, (iii) he is not subject to any agreement
      or
      obligation that would limit his ability to act on behalf of the Company or
      any
      of its subsidiaries, and (iv) his termination of his existing employment, his
      entry into the employment contemplated herein and his performance of his duties
      in respect thereof, will not violate or conflict with any agreement or
      obligation to which he is subject. Employee has delivered to the Company true
      and complete copies of any currently effective employment agreement,
      non-competitive agreement or similar agreement to which Employee is
      subject.

     

    (e) Employee
      acknowledges that he has had the opportunity to obtain assistance of legal
      counsel in reviewing and negotiating this Agreement.

     

    (f) This
      Agreement and all of its provisions (other than the provisions of Section 5,
      Section 6, Section 7, Section 8, and Section 9 hereof, which shall survive
      termination) shall terminate upon Employee ceasing to be an employee of the
      Company for any reason.

     

    (g) All
      notices and other communications hereunder shall be in writing; shall be
      delivered by hand delivery to the other party or mailed by registered or
      certified mail, return receipt requested, postage prepaid or by a nationally
      recognized courier service such as Federal Express; shall be deemed delivered
      upon actual receipt; and shall be addressed as follows:

    
      
        	 
	
                EMPLOYMENT
                  AGREEMENT

              	
                Page
                  9

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              If
                to the Company:

            	
              Chairman
                of the Board

              c/o
                Icahn Enterprises L.P.

              767
                Fifth Avenue, 47th Floor

              New
                York, NY 10153

              Attention: Carl
                C. Icahn

            
	  	  



    

    
      	
              With
                a copy to:

               

            	
              c/o
                Icahn Enterprises L.P.

              767
                Fifth Avenue, 47th Floor

              New
                York, NY 10153

              Attention: Legal

            
	   	  



    

    
      	
              If
                to Employee:

               

            	
              At
                the last known principal residence address reflected in the payroll
                records of the Company, or to such other address as either party
                shall
                have furnished to the other in writing in accordance
                herewith.

            


    

     

    (h) All
      amounts paid to Employee under or pursuant to this Agreement, including, without
      limitation, the Base Salary, any Bonus Compensation, any Special Bonus
      Compensation or any other compensation or benefits, whether in cash or in kind,
      shall be subject to federal, state and, if applicable, local or foreign tax
      withholding and deductions imposed by any one or more federal, state, local
      and
      or foreign governments, or pursuant to any foreign or domestic applicable law,
      rule or regulation.

     

    (i) In
      the
      event of any inconsistency between this Agreement and any other agreement,
      plan,
      program, policy or practice (collectively, “Other
      Provision”)
      of the
      Company, the terms of this Agreement shall control over such Other Provision.
      Any calculation, allocation, expense, estimate or other amount, if any, to
      be
      determined under this Agreement or for the purpose of this Agreement (including
      all determinations of eligibility), for any period or portion of a period,
      and
      any amount payable or allocable to Employee under this Agreement for any period
      or portion of a period, shall be determined by the Company, whose determination
      shall be final and binding on all parties.

     

    (j) Employee
      shall not issue any press release or otherwise make any public statement or
      announcement with respect to the Company or this Agreement, including without
      limitation, in connection with the provision of the services hereunder, without
      the prior written consent of the Company.

     

    (k) Any
      termination of Employee's employment with the Company shall constitute an
      automatic resignation of Employee as an officer of the Company and each
      affiliate of the Company, and an automatic resignation of Employee from the
      Board (if applicable), and from the board of directors of any affiliate of
      the
      Company, and from the board of directors or similar governing body of any
      corporation, limited liability company, or other entity in which the Company
      or
      any affiliate holds an equity interest and with respect to which board or
      similar governing body Employee serves as the Company's or such affiliate's
      designee or other representative.

    
      
        	 
	
                EMPLOYMENT
                  AGREEMENT

              	
                Page
                  10

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (l) This
      Agreement may be executed in two or more counterparts (and by facsimile), each
      of which shall be deemed to be an original, and all of which, taken together,
      shall be deemed to be one and the same instrument.

     

    (m) Whenever
      possible, each provision of this Agreement will be interpreted in such manner
      as
      to be effective and valid under applicable law, but if any provision of this
      Agreement is held to be invalid, illegal, or unenforceable in any respect under
      any applicable law or rule in any jurisdiction, such invalidity, illegality,
      or
      unenforceability will not affect any provision in any other jurisdiction, but
      this Agreement will be reformed, construed, and enforced in such jurisdiction
      as
      if such invalid, illegal, or unenforceable provision had never been contained
      herein except that any court having jurisdiction shall have the power to reduce
      the duration, area, or scope of such invalid, illegal, or unenforceable
      provision and, its reduced form, it shall be enforceable. It is the intent
      of
      the Parties that the provisions of this Agreement be enforceable to the fullest
      extent permitted by applicable law. The Parties agree that the language of
      all
      parts of this Agreement shall in all cases be construed as a whole, according
      to
      its fair meaning, and not strictly for or against either Party.

     

    [Signature
      Page Follows]

    
      
        	 
	
                EMPLOYMENT
                  AGREEMENT

              	
                Page
                  11

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      Parties have executed the Agreement as of the day and year first shown
      above.

     

    
      	
              ICAHN
                ENTERPRISES HOLDINGS L.P.

            
	
              By:

            	
              ICAHN
                ENTERPRISES G.P. INC.,

            
	 	
              its
                general partner

            
	 	 
	
              By:

            	
              /s/
                Peter Shea

            
	 	
              Name:

            	
              Peter
                Shea

            
	 	
              Title:

            	
              President

            
	 
	
              Date:
                May 1, 2008

            
	 
	
              EMPLOYEE:

            
	 	 
	
              By:

            	
              /s/
                Dominick Ragone

            
	 	
              Name:

            	
              Dominick
                Ragone

            
	 
	
              Date:
                May 1, 2008

            


    

    


    [Signature
      Page to Employment Agreement]

    
      
        	 
	
                EMPLOYMENT
                  AGREEMENT

              	
                Page
                  12

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [FORM
      OF RELEASE]

     

    Exhibit
      A

     

    GENERAL
      RELEASE OF ALL CLAIMS

     

    This
      General Release of All Claims (the “General
      Release”)
      dated
      as of ________ __, 20__ is made in consideration of severance payments and
      other
      benefits provided to the undersigned employee (“Employee”) under the Employment
      Agreement by and between ICAHN
      ENTERPRISES HOLDINGS L.P.
      (the
“Company”)
      and
      Employee and dated as of May 1, 2008 (the “Employment
      Agreement”).
      Unless otherwise defined herein, the terms defined in the Employment Agreement
      shall have the same defined meaning in this General Release.

     

    1. For
      valuable consideration to be paid to Employee, upon expiration of the seven
      day
      revocation period provided in Section 8 herein, as provided for in Section
      6 of
      the Employment Agreement and to which he is not contractually entitled to absent
      the execution of this General Release, the adequacy of which is hereby
      acknowledged, Employee, for himself, his spouse, heirs, administrators,
      children, representatives, executors, successors, assigns, and all other persons
      claiming through Employee, if any (collectively, “Releasers”),
      does
      hereby release, waive, and forever discharge the Company and the Company’s
      former, present or future subsidiaries, parents, affiliates and related
      organizations, and its and their employees, beneficial owners, officers,
      directors, equity holders, attorneys, successors and assigns as well as all
      Related Persons (collectively, the “Releasees”)
      from,
      and does fully waive any obligations of Releasees to Releasers for, any and
      all
      liability, actions, charges, causes of action, demands, damages, or claims
      for
      relief, remuneration, sums of money, accounts or expenses (including, without
      limitation, attorneys’ fees and costs) of any kind whatsoever, whether known or
      unknown or contingent or absolute, which heretofore has been or may have been
      suffered or sustained, directly or indirectly, by Releasers in consequence
      of,
      arising out of, or in any way relating to Employee’s employment with the Company
      (whether pursuant to the Employment Agreement or otherwise) or any of its
      affiliates and the termination of Employee’s employment. The foregoing release,
      discharge and waiver includes, but is not limited to, all claims, and any
      obligations or causes of action arising from such claims, under common or
      statutory law including, without limitation, any state or federal
      discrimination, fair employment practices or any other employment-related
      statute or regulation (as they may have been amended through the date of this
      General Release) prohibiting discrimination or harassment based upon any
      protected status including, without limitation, race, color, religion, national
      origin, age, gender, marital status, disability, handicap, veteran status or
      sexual orientation. Without limitation, specifically included in this paragraph
      are any claims arising under the Federal Rehabilitation Act of 1973, Age
      Discrimination in Employment Act of 1967, as amended (“ADEA”),
      the
      Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of
      1964,
      as amended by the Civil Rights Act of 1991, the Equal Pay Act, the Americans
      With Disabilities Act, the National Labor Relations Act, Employee Retirement
      Income Security Act of 1974, the Family Medical Leave Act of 1993, the
      Consolidated Omnibus Budget Reconciliation Act of 1985, and any similar state
      statutes (all as amended). The foregoing release and discharge also expressly
      includes, without limitation, any claims under any state or federal common
      law
      theory, including, without limitation, wrongful or retaliatory discharge, breach
      of express or implied contract, promissory estoppel, unjust enrichment, breach
      of covenant of good faith and fair dealing, violation of public policy,
      defamation, interference with contractual relations, intentional or negligent
      infliction of emotional distress, invasion of privacy, misrepresentation,
      deceit, fraud or negligence, claims for alleged physical or personal injury,
      emotional distress relating to or arising out of Employee’s employment with the
      Company or the termination of that employment; and any claims under the WARN
      Act
      or any similar law, which requires, among other things, that advance notice
      be
      given of certain work force reductions. All of the claims, liabilities, actions,
      charges, causes of action, demands, damages, remuneration, sums of money,
      accounts or expenses described in this Section 1 shall be described,
      collectively as the “Released
      Claims”.

    
      
        	 
	
                EMPLOYMENT
                  AGREEMENT

              	
                Page
                  13

              



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    2. Excluded
      from this General Release are claims and rights that arise after the date
      Employee signs this General Release, any claims which cannot be waived by law
      and any claims for accrued vested benefits under any retirement plan in
      accordance with the terms of such plan and applicable law. Employee does,
      however, waive Employee’s right to any monetary recovery should any agency (such
      as the Equal Employment Opportunity Commission) pursue any claims on Employee’s
      behalf. Nothing
      in this General Release shall be deemed to waive Employee’s right to file a
      charge with or participate in any investigation or proceeding conducted by
      the
      U.S. Equal Employment Opportunity Commission or other government agency, except
      that even if Employee files a charge or participates in such an investigation
      or
      proceeding, Employee will not be able to recover damages or equitable relief
      of
      any kind from the Releasees with respect to the Released Claims.

     

    3. Any
      unresolved dispute arising out of this General Release shall be litigated in
      any
      court of competent jurisdiction in the Borough of Manhattan in New York City;
      provided that the Company may elect to pursue a court action to seek injunctive
      relief in any court of competent jurisdiction to terminate the violation of
      its
      proprietary rights, including but not limited to trade secrets, copyrights
      or
      trademarks. Each party shall pay its own costs and fees in connection with
      any
      litigation hereunder.

     

    4. Employee
      acknowledges and recites that:

     

    (a) Employee
      has executed this General Release knowingly and voluntarily;

     

    (b) Employee
      has read and understands this General Release in its entirety;

     

    (c) Employee
      has been advised and directed orally and in writing (and this subparagraph
      (c)
      constitutes such written direction) to seek legal counsel and any other advice
      he wishes with respect to the terms of this General Release before executing
      it;

     

    (d) Employee’s
      execution of this General Release has not been forced by any employee or agent
      of the Company, and Employee has had an opportunity to negotiate about the
      terms
      of this General Release and that the agreements and obligations herein are
      made
      voluntarily, knowingly and without duress, and that neither the Company nor
      its
      agents have made any representation inconsistent with the General Release;
      and


     

    (e) Employee
      has been offered 21 calendar days after receipt of this General Release to
      consider its terms before executing it.

     

    5. This
      General Release shall be
      governed
      by, and construed in accordance with, the laws of the United States applicable
      thereto and the internal laws of the State of New York, without giving effect
      to
      the conflicts of law principles thereof.

    
      
        	 
	
                EMPLOYMENT
                  AGREEMENT

              	
                Page
                  14

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6. Employee
      represents that he has returned all property belonging to the Company including,
      without limitation, keys, access cards, computer software and any other
      equipment or property. Employee further represents that he has delivered to
      the
      Company all documents or materials of any nature belonging to it, whether an
      original or copies of any kind, including any Confidential
      Information.

     

    7. Employee
      agrees to keep confidential the existence of the Employment Agreement, the
      existence of this General Release, as well as all of their terms and conditions
      and not to disclose to any person or entity the existence, terms and conditions
      of the Employment Agreement or this General Release except as required by law,
      to a government agency in connection with any charge or investigation that
      such
      agency is conducting or may conduct and except to his attorney, financial
      advisors and/or members of his immediate family provided they agree to keep
      confidential the existence, terms and conditions of the Employment Agreement
      and
      this General Release. In the event that Employee believes that he is compelled
      by law to divulge the existence, terms or conditions of the Employment Agreement
      or this General Release in a manner prohibited by the following sentence, he
      agrees to notify Company (by notifying counsel to the Company) of the basis
      for
      the belief before actually divulging such information. Employee hereby confirms
      that as of the date of signing this General Release, he has not disclosed the
      existence, terms or conditions of the Employment Agreement or this General
      Release, except as provided for herein. Nothing
      herein shall preclude Employee from providing truthful information to any
      government agency concerning this General Release or his employment in
      accordance with law.

     

    8. Employee
      shall have seven days from the date he signs this General Release to revoke
      it
      by providing written notice of the revocation to the Company, in accordance
      with
      Section 9(g) of the Employment Agreement, in which event this General Release
      shall be unenforceable and null and void. Provided employee does not revoke
      this
      General Release, it shall become effective on the eighth day after Employee
      signs this General Release

     

    I,
      Dominick Ragone, represent and agree that I have carefully read this General
      Release; that I have been given ample opportunity to consult with my legal
      counsel or any other party to the extent, if any, that I desire; and that I
      am
      voluntarily signing by my own free act. 

     

    PLEASE
      READ THIS GENERAL RELEASE CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND
      UNKNOWN CLAIMS. 

     

    
      	
              EMPLOYEE:

            
	 	 
	
              By:

            	 
	
               

            	
              Name:

            	
              Dominick
                Ragone

            
	 	
              Title:

            	
               

            
	 	 
	
              Date:

            	
              ________________________________________________________________,20___

            


    

    
      
        
          
            	 
	
                    EMPLOYMENT
                      AGREEMENT

                  	
                    Page
                      15