Unassociated Document


    

      AGREEMENT

       

      Agreement
made as of the 1st day of June 2009 (the “Execution Date”) by and between Icahn
Enterprises LP, Icahn Capital, L.P. (the “Employer”), and Keith Meister (the
“Employee”).  The obligations of the Employer hereunder shall be joint
and several obligations of the Employer and Icahn Enterprises
L.P.  Unless otherwise defined herein (including in Section 20 hereof)
a capitalized term used herein shall have the meaning attributed to it in the
Prior Employment Agreement (as defined below), the Letter (as defined in Section
20) or the exhibits thereto.

       

       

      RECITALS:

       

      Employee
is a party to a series of agreements with Carl C. Icahn and his Affiliates
including the following:  An Agreement dated as of December 31, 2004,
which was subsequently amended pursuant to Amendment No. 1 effective as of
January 1, 2006, letter agreements dated June 1, 2005, March 14, 2006, April 11,
2006, February 1, 2007 and April 19, 2007, an Amendment in Relation to
Management Fee Participation dated August 8, 2007, an Amendment to Agreement
dated December 31, 2004 which is dated January 1, 2008 (the “Special Profits
Amendment”) an Amendment in Relation to Section 409A of The Internal Revenue
Code dated December, 2008 (the “Section 409A Amendment”) and various agreements
of partnership and limited partnerships (all of the foregoing together with all
other partnership, limited liability company and other agreements relating to
the employment and other service relationship of Employee with any of the Icahn
Group (other than any confidentiality agreement or indemnity agreement)
collectively, the “Prior Employment Agreement”).

       

      Pursuant
to the Prior Employment Agreement, Employee was entitled to
receive:  (a) base salary, (b) bonus payments, as well as (c) a
participation (subject in part to vesting) in incentive allocations and (d) an
amount (the “Management Fee
Participation”) equal to a portion of the Management Fees earned by the
Management Company from certain funds to which the Management Company provided
management services, including Icahn Partners LP (“Icahn Partners”), Icahn Fund
Ltd., Icahn Fund II Ltd. and Icahn Fund III Ltd. (together with the Master Funds
( as defined below) the “Existing Funds”) and, pursuant to the Special Profits
Agreement, certain payments relating to Special Profits Interest Allocations (as
defined in the documents of each applicable Existing Fund).

       

      Pursuant
to the Prior Employment Agreement, payment of a portion of Employee’s Management
Fee Participation with respect to each of the 2005, 2006 and 2007 calendar years
was deferred and payable, together with hypothetical gains and losses thereon
(collectively, the “Deferred Amounts”) as if invested in the Master Fund, Master
Fund II and Master Fund III (together, the “Master Funds”), on
January 30, 2012, subject to earlier payment upon a Terminating Event, as set
forth in Section 12 and Schedule A of the Prior Employment Agreement as amended
by the Section 409A Amendment.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Pursuant
to a Management Contribution, Assignment and Assumption Agreement dated as of
August 8, 2007 between Icahn Management LP (the “Management Company”) and Icahn
Capital Management LP, the Management Company assigned to Icahn Capital
Management LP, effective as of August 8, 2007, all of its right, title and
interest in the Prior Employment Agreement, and Icahn Capital Management LP
assumed and agreed to perform the liabilities and obligations of the Management
Company under the Prior Employment Agreement, other than liabilities and
obligations arising prior to August 8, 2007, including the liabilities and
obligations of the Management Company arising prior to August 8, 2007 with
respect to Employee’s deferred Management Fee Participation (all such
obligations arising prior to August 8, 2007, including those relating to the
portion of such Management Fee Participation arising prior to August 8, 2007,
the “Retained Obligations”).  Such obligations of Icahn Capital
Management LP were assumed by Employer.

       

      The
purpose of this Agreement is to terminate the Prior Employment Agreement (while
preserving, as set forth herein, the rights of Employee in the Deferred Amounts
and certain of the Fund GP’s Special Profit Interests Allocations), to provide
for certain payments to Employee relating to the Prior Employment Agreements,
and to set forth a new arrangement between Icahn Enterprises, certain of its
subsidiaries, and Employee.

       

      The
employment of Employee hereunder is not for any specific time period and the
word “Term” as defined in this Agreement, is utilized to set forth the effects
of the cessation of such employment at any particular time and not to provide
any obligation of employment by either party for any definite period of
time.

       

      In
addition to the Existing Funds, Employer is currently planning to create a new
investment vehicle (which may have an on-shore and off-shore counterpart)
commonly known as a hedge fund (such on- and off-shore counterparts of such fund
collectively, the “New Fund”).  Employer currently expects that the
New Fund generally will have the characteristics set forth in Exhibit A to the
Letter (“Exhibit A”), but all matters concerning the terms and structure of the
New Fund are subject to change or abandonment at any time in the sole discretion
of Employer.

       

      Employer
and its Affiliates may also organize and operate other hedge funds in addition
to the New Fund and the Existing Funds (such hedge funds, other than the New
Fund and the Existing Funds, collectively, the “Additional Funds”) and Employee
will, at the request of Employer, provide services to such Additional Funds to
the extent required by this Agreement.

       

      NOW
THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, desiring to be legally bound, hereby agree as
follows:

       

      
        	
                1.

              	
                Termination
      of Prior Employment Agreements. In consideration for the payments
      to be made pursuant to Section 2 below, effective as of the Execution
      Date, the Prior Employment Agreement (other than the Surviving Partnership
      Relationship (as defined below) which shall survive only to the extent set
      forth in Section 2 (d) below) (and other than Employee’s right to payment
      of the Deferred Amounts, as set forth in Section 2(b) and Exhibit B) is
      hereby terminated in all respects and shall be null and void and have no
      further force or effect and all rights and interests of the parties
      thereunder are hereby terminated and the right and interests of the
      Employee in all payments, Profit Participation, interests in any
      partnership, limited liability company or other entity contemplated in the
      Prior Employment Agreement or relating thereto, are hereby extinguished in
      all respects.

              


      

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      
        	
                2.

              	
                Payments
      to Employee In Respect of Prior Employment Agreement.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Cash
      Payment.  On June 1, 2009 Employer shall pay to Employee
      $3,197,054.60 (in respect of 100% of non-deferred Incentive Allocation
      (vested and unvested through April 30, 2009), plus $972,602.74 (less
      withholding) in respect of prorated $1 million annual
      bonus).  100% of non-deferred Incentive Allocation (vested and
      unvested from May 1, 2009 through May 31, 2009) will be paid promptly (on
      or about June 20, 2009) following the determination
      thereof.  Such Incentive Allocation payments will be paid from
      Icahn Onshore LP and Icahn Offshore LP and will reduce the capital account
      of Employee in such partnerships with respect to Incentive Allocations to
      zero.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Deferred Management
      Fees. The aggregate value of the Deferred Amounts of the Management
      Fee Participation in which Employee has an interest under the Prior
      Employment Agreement equals $3,813,669.73 as of April 30, 2009 (of which
      as of April 30, 2009, $3,446,450.72 is attributable to Retained
      Obligations and $ 367,219.01 is attributable to management fees accruing
      on or after August 8, 2007) and as of the date of this Agreement Employee
      is, and shall be deemed to be, 100% vested in such amounts.  The
      Deferred Amounts shall continue to be deferred in accordance with the
      terms of the Prior Employment Agreement, as memorialized in Exhibit B to
      the Letter (“Exhibit B”), and the right of Employee in such Deferred
      Amounts, and any right to receive payment thereof, shall be governed
      exclusively by the terms of this Section 2(b) and the terms of Exhibit
      B.  Until the payment of such Deferred Amounts, such amounts
      shall continue to be indexed to the return of the Master Fund, Master Fund
      II and Master Fund III, as applicable (or in certain circumstances U.S.
      Treasury obligations) as set forth on Exhibit
B.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Special Profits
      Interests. Pursuant to Section 5 of the Special Profits Amendment
      amending Section 9(i) of the Prior Employment Agreement for all periods on
      or after January 1, 2008, Employee is entitled to receive 2.5% of the Fund
      GP Net Special Profits Interests Allocations allocated to the Fund GP’s
      (as such terms are used in Section 3 of the Special Profits Amendment)
      during the period from January 1, 2008 until the last day of the “Term”
      (in this single instance, as “Term” is defined in the Prior Employment
      Agreement).  As of April 30, 2009 the amount that would be
      allocable to Employee if each applicable Existing Fund had sufficient Net
      Increase to make such allocation is $532,850.97 with respect to Icahn
      Partners; $ 1,114,186.87 with respect to the Master Fund, $ 233,085.54
      with respect to Master Fund II and $ 97,805.30 with respect to Master Fund
      III (each such amount, an “Accrued Amount”), it being understood that such
      Accrued Amount fluctuates from time to time because the amounts in each
      Special Profits Memorandum Account (as defined under the documents of each
      applicable Existing Fund) on which such Accrued  Amount is
      based, are treated as if they are invested in the applicable Existing Fund
      and so fluctuate with the value of the investments of such
      fund.  The dollar amount of each Accrued Amount at any
      particular time, after taking into account such fluctuations in value, and
      as reduced by any payments contemplated in the following paragraph (in
      each case to the extent attributable to such Accrued Amount) is referred
      to, individually herein as a “Employee Special Interest
      Amount.”  Employee is and shall be deemed to be, 100% vested in
      such amounts.

              


      

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      In
satisfaction of the payments that would be payable under the Prior Employment
Agreement as contemplated in this clause (c) above, Employee will be paid an
amount equal to 2.5% of each of the Fund GP’s Net Special Profits Interests
Allocations that are made by an Existing Fund with respect to an Employee
Special Profits Interest Amount, until such Employee Special Profits Interest
Amount is reduced to zero (with respect to each such Employee Profits Interest
Amount, the “Accrued Special Profits End Point”).  The parties
acknowledge and agree that except for the fact that the dollar amount of the
Accrued Amount may fluctuate after the date hereof due to investment profits and
losses on such amount (and the reductions due to the payments to Employee
contemplated in this clause (c)) no further Target Special Interest Amounts or
other amounts or allocations shall accrue to Employee pursuant to this Section
(c) after April 1, 2009 (it being understood and agreed that the Accrued Amount
includes the applicable amounts for January 1, 2009 and April 1,
2009).

       

      
        	
                 
      

              	
                (d)

              	
                Partnership
      Interest. Employee shall continue to be a partner in Icahn Onshore
      LP and Icahn Offshore LP (each of such partnerships, “Special Profits
      Partnership”) until the Accrued Special Profits End Point relating to such
      partnership. The rights of Employee as a partner shall be limited solely
      and exclusively, to his right to be paid the Employee Special Profits
      Interest Amount (the “Surviving Partnership Relationship”).  At
      the Accrued Special Profits End Point the rights of Employee as a partner
      in the applicable Special Profits Partnership shall terminate and Employee
      shall cease to be a partner in such Special Profits Partnership and shall
      have no further right in respect
thereof.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                No Other
      Rights. Employee acknowledges and agrees that except for: (i) his
      right to receive the payments set forth above in this Section 2: (ii) his
      right under any indemnity agreement or obligation; and (iii) the other
      rights of Employee expressly set forth in this Agreement, Employee has no
      other rights or claims against or relating to, any of the members of the
      Icahn Group or any of their respective officers, directors, employees,
      agents or representatives of any kind or character, direct or indirect and
      any and all such rights and claims, if any, are hereby waived and released
      in all respect.

              


      

       

      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (f)

              	
                Survival.  The
      rights and obligations of Employee and Employer under this Section 2 will
      survive any cessation of Employee’s employment for any reason or no reason
      and the provision of Section 12 of this Agreement shall not apply to this
      Section 2 in any respect.

              


      

       

      
        	
                3.

              	
                Employment/Title/Benefits:  Subject
      to the terms of this Agreement, Employer hereby employs Employee to
      perform the duties described in Section 4 below, and Employee hereby
      accepts such employment.  Employee’s title shall be Senior
      Managing Director of Employer and of the Existing Funds as well as Vice
      Chairman of the Board of Directors of Icahn Enterprises G.P. Inc. and
      Principal Executive Officer of Icahn Enterprises G.P.
      Inc.  Until such time as Employee is no longer employed by
      Employer hereunder, Employee shall be entitled to paid vacation annually
      in accordance with the policies of the Employer and shall participate in
      all benefit programs and plans for which he is eligible, which are made
      available to all executives.

              


      

       

      
        	
                4.

              	
                Duties.  Employee
      shall be employed to act as a senior executive officer to provide the
      types of services he has previously provided during his employment under
      the Prior Employment Agreement to any member of the Icahn Group as may be
      requested by Carl C. Icahn or the Board of Icahn Enterprises G.P. Inc.
      including but not limited to:  (i)  providing,
      performing and reviewing equity, debt, credit, transaction and investment
      analysis and research; (ii) providing advice and performing duties
      regarding structuring, financing and conduct of  business and
      activities; (iii) engaging in raising funds and conducting ongoing
      investor relations; and (iv) otherwise providing his expertise in
      connection with investment, business and financing and investor relations
      activities.

              


      

       

      So long
as Employee remains employed by any member of the Icahn Group and at all times
thereafter Employee agrees that he will (i) not resign as a director of any
public corporation on whose board he is currently serving or on which, during
his employment hereunder he begins to serve, at the request of Carl C. Icahn or
at the request of any person or entity included in the Icahn
Group  and will continue to accept ongoing appointments and election
to such boards for a period of 2 years following the last day of his employment
by any person or entity included in the Icahn Group; and (b) resign from any
such positions within five (5) business days following the request of Employer
that he do so.

       

      
        
          	
                  5.

                	
                  Base
      Salary.Until such time as the Employment of Employee hereunder
      ceases, Employee will be paid a salary at the rate of $300,000 per annum
      (payable every 2 weeks) (the “Base Salary”).  Employee is also
      currently paid $100,000 per year as the Principal Executive Officer of
      Icahn Enterprises G.P.
Inc.

                


        

      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      
        	
                6.

              	
                Profit
      Participation/Existing Funds. Subject to all of the terms and
      provisions of this Agreement, so long as Employee continues to be employed
      by Employer under this Agreement the Employee shall be entitled to be paid
      by Employer, as additional salary, an amount equal to 4% of the Fund GP’s
      Target Special Profits Interests Amounts (as defined in the applicable
      limited partnership agreements of each of Icahn Partners and each Master
      Fund) of the limited partners in each Existing Fund net of the “Fund GP
      Expenses” (as defined in Section 20) and 4% of the Incentive Allocations,
      made by the following funds: Icahn Partners, Master Fund, Master Fund II,
      and Master Fund III (each a “Covered Fund”), in each case only with
      respect to Target Special Profits Interests Amounts accrued and Incentive
      Allocations allocated, on and after July 1, 2009 and prior to the last day
      of the employment of Employee hereunder, which amount will be paid to
      Employee, as follows:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                with
      respect to Target Special Profits Interests Amounts of the limited
      partners in each Existing Fund, such amounts shall be paid to Employee in
      advance on the first business day of each calendar quarter (but only through
      any such first business day of a quarter day occurring prior to the last
      day of Employee’s employment hereunder), beginning with July 1, 2009,
      based on Employer’s good faith estimate of the Fund GP Expenses that will
      be incurred by the Fund GPs during such quarter (all of which will be
      “trued-up” upon a determination of actual expenses which shall be
      calculated as soon as administratively practicable);
  and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                with
      respect to Incentive Allocations, such amounts shall be paid to Employee
      only when such Incentive Allocations are in fact allocated to the capital
      account of the general partner of the applicable Covered Fund (and only if such
      allocation occurs on or prior to the last day of Employees employment
      hereunder).

              


      

       

      provided that if, amounts paid
under this Section 6 are at any time required to be returned or otherwise paid
over to any of the Existing Funds or their investors or Affiliates, due to any
miscalculation, mis-estimation or other error, then the Employee shall be
required (within 180 days following written notice thereof by Employer) to
return, its pro rata share of such amounts so returned or paid over even if such
amounts are returned or paid over following termination of employment of
Employee hereunder and this provision shall survive any termination or
expiration of Employee’s employment hereunder.

       

      Employee
is and shall be deemed to be 100% vested in the rights set forth in this Section
6.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      
        	
                7.

              	
                Profit
      Participation/New Fund  From and after the date on which
      at least an aggregate of $375 million is contributed to the New Fund
      (other than amounts contributed by Related Persons),  Employee
      will participate, as additional salary, in 6% of the Fund I Income Stream
      from the New Fund net of Expenses (as defined in Exhibit A to the Letter)
      during the Term (as defined in Section 20), which will be subject to
      vesting, payment and termination as set forth in Sections 11 and 12
      below.  The applicable amount shall be credited to the Notional
      Account on the date, during the Term that such amounts are earned by the
      Employer or its Affiliates without giving effect to any deferral elections
      by the Employer or its Affiliates and without regard to any potential
      future “claw backs”; however, the Notional Account will be subject to the
      calculations and changes contemplated in Section 12(k)
    below.

              


      

       

      
        	
                8.

              	
                Profit
      Participation/Additional Funds.  Employee will be
      entitled to participate as additional salary in any Additional Fund to
      which he provides services at the written request of Employer (such
      participation as contemplated in this Section 8, the “Additional Fund
      Participation”) in an amount equal to a 6% participation in the income
      stream, during the Term and a 6% participation in the management fees,
      during the Term associated with that particular fund, such participation
      in such income stream to be on terms similar in all material respects to
      those that apply to the New Fund as contemplated in Section 7, and such
      participation of Employee will be (net of Expenses) credited to the
      Notional Account and subject to the vesting, payment and termination
      provisions as set forth in Sections 11 and 12 below.  Additional
      Fund Participation in “management fees” will be net of Expenses and will
      be paid as contemplated in Section 9.  Any such compensation
      will be more fully set forth in detail applicable to such Additional Fund
      and contemplating the activities of Employee with respect thereto, in a
      letter agreement to be entered into by Employee and Employer prior to the
      time such services are to be rendered.  In the absence of such
      letter agreement Employee shall not be required to provide such services
      and Employee will not be entitled to any compensation with respect to
      services he may provide to an Additional Fund, unless the following
      sentence applies.  At any time the Employer or one of its
      Affiliates agrees in writing to pay to Employee such 6% participation in
      the income stream associated with such fund as contemplated above with
      regard to which Employee is asked to provide services, then Employee shall
      be obligated to provide such
services.

              


      

       

      
        	
                9.

              	
                Management
      Fees  The Additional Fund Participation as contemplated
      in Section 8 will include participation in “management fees” to the extent
      provided in Section 8 (net of Expenses).  Although it is not
      anticipated that the New Fund will charge management fees, if the New Fund
      does charge management fees, Employee will receive 6% of such fees (net of
      Expenses)on the same basis as set forth in this Section
      9.  “Management Fees” will include “special profits interests”
      structured like (but not including)
      those contemplated under the Existing  Funds of Employer and its
      Affiliates (other than management fees or “special profits interests”, if
      any, paid by any Related Persons); provided that with
      respect to:  (i) amount such as “special profits interests”
      Employee will participate therein as such amounts are accrued by Employer
      or its Affiliates; and (ii) if Employer elects to defer the receipt of any
      such fees, Employer shall pay Employee 6% of such deferred fees (net of
      Expenses) on the date such fees would otherwise have been
      paid.  Employee will be paid any Additional Fund Participation
      in such fees as they are paid by the Additional Fund (or at the time they
      are accrued as contemplated in clause (i) above with respect to the
      Additional Fund or would have otherwise have been paid by the Additional
      Fund as contemplated in clause (ii) above).  For the avoidance
      of doubt, Employee must remain an employee of Employer hereunder through
      the date that such management fees are payable to him in order to be
      eligible for such payments.

              


      

       

      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      
        	
                10.

              	
                Other
      Payments.

              


      

       

      During
the Term, Employee will be paid from Vested Amounts (as defined below), if any,
on each one year anniversary of the Execution Date, the lesser of: (x) $2
million; and (y) an amount equal to A minus B, where A equals 20% of the sum of:
(i) the Vested Amounts as of such date (after taking into account any increase
in the vested percentage occurring on such date), plus (ii) all amounts
previously paid to Employee pursuant to this Section 10, and B equals the sum of
all amounts previously paid to Employee under this Section 10.  The
aggregate of all payments made under this Section 10 are referred to herein as
the “Section 10 Payments”.

       

      
        	
                11.

              	
                Vesting.  There
      shall be established a notional account (the “Notional Account”) to which
      shall be added the amounts of Employee’s compensation contemplated in
      Sections 7, and 8.  The right of Employee to receive any amounts
      or payments pursuant to Sections 7 and 8 shall be subject to and limited
      by, all of the terms and provisions of this Agreement.  Employee
      shall have no rights to receive any amounts or payments in respect of the
      Notional Account or any amounts deemed to be held therein (other than
      Section 10 Payments in accordance with Section 10 above) unless, and then
      only to the extent that, Employee is vested therein in accordance with the
      terms of this Section 11 (taking into consideration any accelerations
      expressly provided for in clause (a), (b), (c) or (d) below) (such amounts
      so vested, minus any Section 10 Payments; the “Vested Amount”) and such
      payments shall only be made as expressly set forth in Section 10 or 12
      hereof.  The Employee’s rights in the Notional Account shall
      vest 100% on the Scheduled Expiration Date (as defined in Section 20
      below) if he continues to be an employee of Employer hereunder through
      that date.  Vesting of the Notional Account shall accelerate
      such that the Notional Account shall be 100% vested upon the occurrence of
      any of the following events during the
Term:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      employment of Employee is terminated by Employer without Cause;
      or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Employee
      resigns by means of a Permitted Resignation (as defined in Section 17
      below); or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      employment of Employee is terminated due to Employee’s death or disability
      (as contemplated in Section 12(f));
or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                a
      Shutdown.

              


      

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      Except as
provided in the final sentence of the paragraph immediately prior hereto
(including clauses (a), (b), (c) and (d)) above), 20% of the Notional Account
will vest on (and only on) each one year anniversary of the Execution Date and
only if Employee continues to be an employee of Employer hereunder through that
date, and no acceleration or other vesting will occur.  All unvested
amounts will be forfeited in all respects by Employee on any cessation of his
employment under this Agreement (after taking into consideration any
accelerations expressly provided for in clause (a), (b), (c) or (d)
above).  If Employee resigns (other than by means of a Permitted
Resignation) or if his employment otherwise terminates as contemplated in
Section 12(d) then he will not be entitled to any payment in respect of any
unvested portion of the Notional Account and his unvested interest therein will
not vest and will be forfeited.

       

      
        	
                12.

              	
                Termination.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Power of
      Termination.  The Employer may terminate the employment
      of Employee under this Agreement at any time, with Cause, or in the sole
      and absolute discretion of Employer, without Cause.  “Cause”
      shall mean any of the following:(a) conviction of any crime (other than
      traffic violations and similar minor infractions of law); (b) failure to
      follow the lawful directions given by Employer to Employee or the written
      policies or procedures adopted by the Employer from time to time that are
      made available to Employee; (c) failure to come to work on a full-time
      basis, other than on holidays, vacation days, sick days, or other days off
      under Employer's business policies; (d) impairment due to alcoholism, drug
      addiction or similar matters; and (e) a material breach of this Agreement,
      including, without limitation, any breach of Section 15 or 17 hereof.
      Prior to termination for “Cause” as a result of failure as contemplated in
      clause (b) or (c) above, Employee shall be given notice of his activity
      giving rise to such failure and will have 3 business days to correct such
      activity; provided that
      Employer shall only be required to provide notice under this sentence one
      time during any calendar year.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Payment of Earned Base
      Salary.  In the event that Employee’s employment under
      this Agreement with Employer ceases (whether: (i) for Cause; (ii) without
      Cause; (iii) due to death or disability; (iv) by the action of Employee
      such as resignation or retirement or (v) due to Shutdown), the Employee
      shall be entitled to receive any Base Salary earned and not yet paid
      through the date of cessation of employment and his right to Base Salary
      shall cease.

              


      

       

      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                Termination Without
      Cause/Permitted Resignation/
      Death/Disability/Shutdown.  In the event of the cessation
      of Employee’s employment under this Agreement due to any of the matters
      set forth in Sections 11(a) through (d): (i) the Base Salary will end
      immediately; (ii) the Notional Account will be fully vested and the
      Employee will be paid within thirty (30) days following such cessation of
      employment, the Vested Amounts (which Vested Amounts will be calculated
      based on the value of the New Fund or any Additional Fund at the time of
      termination taking into account any “claw backs”1 that would then be
      applicable on a hypothetical termination of the New Fund or any Additional
      Fund at that time) and (iii) Employee shall continue to accrue the
      compensation provided for in Section 7 above through the Scheduled
      Expiration Date (such date being the “End of the 5 Year Period”) but only on money
      contributed by third party investors (other than Related Persons) that
      have invested such money in the New Fund prior to the date of such
      cessation of employment (subject to the “claw backs”* and other
      adjustments consistent with Section 12(k) below) which amount will,
      notwithstanding any other provisions of this Agreement, not be paid to
      Employee until the End of the 5 Year Period, at which time such amounts
      will be paid to Employee within thirty (30) days following the End of the
      5 Year Period.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Other
      Termination.  In the event of:  (x) a voluntary
      termination of employment by Employee (which shall not be deemed to
      include a Permitted Resignation) prior to the End of the 5 Year Period,
      (y) termination by Employer for Cause, or (z) termination of the Term by
      virtue of the continuance of the Employment of Employee under this
      Agreement through the occurrence of the Scheduled Expiration
      Date:  (i) the Base Salary will end immediately; and (ii) the
      Employee will be paid within thirty (30) days following such cessation of
      employment, the Vested Amounts (which Vested Amounts will be calculated
      based on the value of the New Fund or any Additional Fund at the time of
      cessation of employment taking into account any “claw backs”* that would then be
      applicable on a hypothetical termination of the New Fund or any Additional
      Fund at that time). In such event no further vesting will occur after the
      date of termination in any Notional Account and Employee will lose any
      interest in such unvested amounts.  The Employer acknowledges
      that the payment to be made on account of clause (z) above is
       required to be made thirty (30) days following the Scheduled
      Expiration Date, even if the Employee continues to be employed by Employer
      or one of its Affiliates on or after such date, and so is required be made
      on a “date certain” as contemplated by Internal Revenue Code Section
      409A.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Release/Notice by
      Employer.  As a condition to payment of the amounts
      contemplated in clause (c) or (d) above Employer must receive from
      Employee a release in the form of Exhibit 1 hereto and the same shall
      have become fully effective and non-revocable.  Within five (5)
      business days following the cessation of the employment of Employee
      hereunder (including the occurrence of the Scheduled Maturity Date as the
      last day of the Term) Employer will provide written notice to Employee
      informing him of the requirement to provide the release contemplated in
      this Section 12(e).

              


      

       

        
          

        

      

      1   See
Section 12(k) and Exhibit C to the Letter.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (f)

              	
                Disability.  For
      purposes of this Agreement, disability shall be deemed to occur only if so
      declared in a written notice by Employer to Employee, following illness or
      injury to Employee that results in Employee being unable to perform his
      duties hereunder at the offices of Employer for a period of 30 consecutive
      business days or for 45 business days during any 60 business-day
      period.

              


      

       

      
        	
                 
      

              	
                (g)

              	
                No Other Rights of
      Employee.  In the event of the cessation of the
      employment of the Employee for any reason or no reason whether as
      contemplated in clauses (c) and (d) above or otherwise, the Employee shall
      cease to have any right to cash compensation or any other payment or
      consideration or any other rights other than: (i) as expressly set
      forth in this Section 12; and (ii) as expressly set forth in Section
      2.  To the extent that any provision of this Agreement may
      result in any duplication of any calculation, allocation, payment or
      amount, such consequence is not intended and no such duplicate amount
      shall be included in any calculation, allocation, payment or
      amount.

              


      

       

      
        	
                 
      

              	
                (h)

              	
                Resignation.  Employee
      may resign from his employment hereunder (but will remain subject to
      applicable terms of this Agreement, including, without limitation,
      Sections 14, 15, 16, 17 and 18 hereof). Any such resignation will not be
      on less than four (4) weeks prior written notice to
    Employer.

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Valuation.  If
      the assets of the New Fund are not sold at the End of the 5 Year Period,
      or if any valuation or calculation on a hypothetical termination of a fund
      is required to be made at any other time, then all amounts payable to
      Employee at that time will be based upon a good faith valuation made by
      the Employer calculated in a manner consistent in all material respects
      with the valuation methods applied to the New Fund or Additional Fund in
      past periods for purposes of the conduct of the business of the New Fund
      and reporting to New Fund or Additional Fund investors, taking into
      account any “ claw backs” that would then be applicable on a hypothetical
      termination of the New Fund or Additional
Fund.

              


      

       

      
        	
                 
      

              	
                (j)

              	
                Section 10
      Payments.  In the event of cessation of the Employment of
      Employee hereunder any amount payable by Employer to Employee within
      ninety (90) days following such cessation of employment (the “Employer
      Payment Amounts”) shall be reduced and offset by an amount equal to the
      amounts payable by Employee to Employer pursuant to clause (k)
      below.

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (k)

              	
                Calculations and
      Clawbacks.

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Subject
      to clause (ii) below, the participation of the Employee pursuant to
      Sections 7 or 8 in any amounts in the Notional Account that are based upon
      the income stream of the Employer derived from the funds referred to in
      Sections 7 or 8 (other than those relating to the investments of Related
      Persons in such funds) will be subject to any calculations of the Fund I
      Income Stream and any other applicable income streams, under the
      applicable fund documents, and any “clawbacks” under the terms of the
      documents creating any such funds will be applied by determining the
      amount that would have been credited to the Notional Account if
      the Fund I Income Stream and any other applicable income stream were
      calculated from the Commencement Date to the date of such “claw
      back”.  As a result, the balance in the Notional Account may
      fluctuate from time to time as the economic rights of the Employer or its
      Affiliates in any fund (exclusive of capital invested by the Employer or
      its Affiliates therein) varies with changes in values and returns on such
      funds.  Such fluctuations will also be taken into account for
      purposes of calculating the amount of the Vested Amounts (including the
      calculation of the “20%” contemplated in clause 10(y)).  In
      addition, in the event that any calculation is to be made under this
      Agreement at the time of, or at any time or times following the cessation
      of, the employment of Employee under this Agreement to the extent that,
      after taking such calculations and “clawbacks” into account, Employee has
      received more payments as a result of receiving Section 10 Payments, then
      he would have received under this Agreement had such Section 10 Payments
      not have been paid to Employee (the amount of any such excess, the “Excess
      Payments to Employee”), then Employee shall pay to Employer the Net
      Determined Repayment Amount ( as defined below).  Such payment
      will be made by Employee within 10 days of notice of the amount due given
      by Employer to Employee.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                For
      the avoidance of doubt, the income stream of one fund will not diminish
      the income stream of another in calculating the amount to be added to the
      Notional Account.  For example, if in year 1 the New Fund loses
      money, but a newly formed Additional Fund in which Employee has an
      Additional Fund Participation makes money which would (in accordance with
      the terms of this Agreement) result in a $50,000 credit to the Notional
      Account, then the Notional Account will be credited with such $50,000
      regardless of the fact that there was a loss in the New
    Fund.

              


      

       

      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (iii)

              	
                Exhibit
      C to the Letter (“Exhibit C”) shows examples of the application of the
      Notional Account calculation methodology, Section 10 Payments, “clawback”
      and repayment obligations of Employee and the operations of those concepts
      under this Agreement and in interpreting this Agreement and its
      application to the value of the Notional Account, and payments to be made
      and received by the parties hereto, the principles set forth and reflected
      in Exhibit C shall be followed and shall be controlling, absent manifest
      error.  (Exhibit C does not reflect, and has no application to,
      the payments contemplated in Sections 2 or 6
  hereof.)

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                The
      term “ Net Determined Repayment Amount” shall mean the amount of any
      Excess Payment to Employee minus 50% of the federal, state and local
      income tax that would be payable on an amount of taxable income equal to
      such Excess Payment to Employee by an individual residing in New York City
      paying taxes at the highest marginal rate of tax  to which an
      individual’s income is  subject (such rates to be determined on a
      weighted- average basis as of the time that Section 10 Payments were paid
      to Employee hereunder).  For example, if the applicable federal,
      state and local combined income tax rate is 40% on the date that a $1,000
      Section 10 Payment is paid to Employee, but 35% on the date that a $500
      Section 10 Payment is paid to Employee, then the rate to be used in the
      foregoing calculation would be
38.333%.

              


      

       

      
        	
                 
      

              	
                (v)

              	
                For
      the avoidance of doubt, relevant “claw backs” will be determined at the
      time a particular payment is made to Employee pursuant to this Section 12
      so that the Employee will not be required to pay “claw backs” with respect
      to amounts that he is paid under Section 12 of this Agreement (“Previously
      Made Payments”) after such payments are made to Employee.  In
      other words, if the New Fund had a positive return at the time Employee
      ceases to be employed hereunder but subsequently (i.e., after employment
      ceases) has a negative return that would trigger “claw back” payments by
      Employer, Employee would not be subject to that subsequent “claw back”
      with respect to the Previously Made
Payments.

              


      

       

      
        	
                13.

              	
                Shutdown.  A
      “Shutdown” shall be deemed to occur upon the first to occur of
      either:  (x) the liquidation of all funds in the New Fund and
      the distribution of at least 90% of the assets of the New Fund to the
      investors therein (other than Related Persons) or (y) the date that is
      announced to the investors in the New Fund by written notice by Employer
      or its Affiliates of the date upon which all of those funds still
      operating will cease to conduct
operations.

              


      

       

      
        	
                14.

              	
                Representations
      and Warranties.  Employee represents as
      follows:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                To
      the best of his knowledge, except as known to Employer, he is not a party
      to, or involved in, or under investigation in, any pending or threatened
      litigation, proceeding or investigation of any governmental body or
      authority or any private person, corporation or other
    entity.

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (b)

              	
                Employee
      has never been suspended, censured or otherwise subjected to any
      disciplinary action or other proceeding by any State, other governmental
      entities, agencies or self-regulatory
  organizations.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Employee
      is not subject to any restriction whatsoever which would cause him to not
      be able fully to fulfill his duties under this
  Agreement.

              


      

       

      
        	
                15.

              	
                Confidential
      Information.  During the term of this Agreement and at
      all times thereafter, Employee shall hold in a fiduciary capacity for the
      benefit of the Existing Funds and Employer, and their respective
      Affiliates all secret or confidential information, knowledge or data,
      including without limitation trade secrets, investments, contemplated
      investments, business opportunities, valuation models and methodologies,
      relating to the business of the Existing Funds, Employer, or their
      respective Affiliates, and their respective businesses:  (i)
      obtained by Employee during Employee’s employment hereunder and during his
      previous employment with any of the foregoing persons or entities and (ii)
      not otherwise in the public domain.  Employee shall not, without
      prior written consent of the Employer (which may be granted or withheld in
      its sole and absolute discretion provided that Employee shall be permitted
      to use Confidential Information in connection with the performance of his
      duties with the Employer and its Affiliates without being required to
      obtain the written consent of Employer), communicate or divulge any of the
      types of information described in the two previous sentences, knowledge or
      data to anyone other than the Existing Funds, Employer and their
      respective Affiliate and those designated by Employer, except to the
      extent compelled pursuant to the order of a court or other body having
      jurisdiction over such matter or based upon the advice of his counsel that
      such disclosure is legally required; provided, however, that Employee will
      assist Employer at Employer expense, in obtaining a protective order,
      other appropriate remedy or other reliable assurance that confidential
      treatment will be accorded such information so disclosed pursuant to the
      terms of this Agreement.

              


      

       

      All
processes, technologies, investments, contemplated investments, business
opportunities, valuation models and methodologies, and inventions (collectively,
“Inventions”), including without limitation new contributions, improvements,
ideas, business plans, discoveries, trademarks and trade names, conceived,
developed, invented, made or found by Employee, alone or with others, during the
period the Employee is employed hereunder, whether or not patentable and whether
or not on the Employer’s time or with the use of its facilities or materials,
shall be the property of Employer or its designee, and shall be promptly and
fully disclosed by Employee to Employer.  Employee shall perform all
necessary acts (including, without limitation, executing and delivering any
confirmatory assignments, documents, or instruments requested by Employer) to
vest title to any such Invention in Employer or in any person designated by
Employer and to enable such person, at its expense, to secure and maintain
domestic and/or foreign patents or any other rights for such
Inventions.


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      Without
limiting anything contained above, Employee agrees and acknowledges that all
personal and not otherwise public information about the Existing Funds,
Employer, and their respective Affiliates, including, without limitation, their
respective investments, investors, transactions, historical performance, or
otherwise regarding or concerning Carl Icahn, Mr. Icahn’s family and employees
of the Existing Funds, Employer and their respective Affiliates, shall
constitute confidential information for purposes of this
Agreement.  In no event shall Employee during or after his employment
hereunder, disparage the Existing Funds, Employer, their respective Affiliates
or any of their respective officers, directors or employees.

       

      Any
reference above to “Affiliates” shall include, without limitation, the New Fund,
the Additional Funds and all persons and entities that are included in the Icahn
Group, in each case, on the date hereof and from time to time.

       

      
        	
                16.

              	
                Remedy
      for Breach.  Employee
      hereby acknowledges that the provisions of Sections 15 and 17 of this
      Agreement are reasonable and necessary for the protection of the Icahn
      Group and are not unduly burdensome to Employee, and the Employee also
      acknowledges such obligations under such covenants.  Employee
      further acknowledges that the Icahn Group will be irreparably harmed if
      such covenants are not specifically enforced.  Accordingly,
      Employee agrees that, in addition to any other relief to which the
      Employer may be entitled, including claims for damages, each of the
      persons and entities that are included in the Icahn Group shall be
      entitled to seek and obtain injunctive relief (without the requirement of
      any bond) from a court of competent jurisdiction for the purpose of
      restraining Employee from an actual or threatened breach of such
      covenants.

              


      

       

      
        	
                17.

              	
                Competitive
      Services.  During the period that Employee is employed
      under this Agreement and for a period of one (1) year after Employee
      ceases to be employed under this Agreement for any reason, including, but
      not limited to, the expiration of the term of employment hereunder,
      Employee will not:

              


      


      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              (i)

            	
              invest
      in, participate in, engage in the business of investing, managing, raising
      or pooling, of cash or other assets for investment in private or public
      debt or equity, either individually or with any person, entity, venture,
      vehicle, limited liability company, business, fund, partnership,
      corporation, agency, proprietorship or any other enterprise (whether or
      not conducted for profit) (each a “Covered Business”) or group of
      Affiliated Covered Businesses (including, without limitation, any hedge
      fund, mutual fund, investment company, managed account, fund of funds or
      other vehicles for the investment or management of money or assets),
      whether for his own account or with, for or on behalf of any Covered
      Business in any capacity, directly indirectly, whether as an individual,
      investor, stockholder, partner, owner, equity owner, lender, agent,
      trustee, consultant, employee, advisor, manager, franchisee or in any
      other relationship or capacity, and will not enter into the employ of such
      Covered Business, render any services to such Covered Business, raise
      capital for such Covered Business, or otherwise become interested in or
      aid, represent or assist such Covered Business directly or indirectly in
      any manner; provided, however, that the provisions in this Section 17(i)
      shall not be deemed to preclude Employee, after cessation of his
      employment under this Agreement, from acquiring securities of any Covered
      Business solely as a passive investment which may be engaged in activities
      competitive with the investment or investment management business of the
      Icahn Group so long as such securities do not, in the aggregate,
      constitute more than one percent (1%) of any class or series of
      outstanding securities of such corporation or entity and the securities of
      such entity are:  (i) registered under Section 12 of the
      Securities Exchange Act of 1934; or (ii) are purchased without reduction
      or waiver of management fees, incentive allocations or other costs and
      reflect solely the proportionate economic interests of the Employee based
      only upon his invested capital on a pro rata
  basis.

            


    

     

    The
preceding paragraph of this Section 17(i) shall not be applicable if the
employment of Employee ceases as the result of Employee’s written resignation (a
“Permitted Resignation”) delivered by hand to Carl C. Icahn within 10 business
days following an Uncured Employer Breach.  An “Uncured Employer
Breach” shall mean and be limited to, the failure of any of Employer to make any
allocation, distribution or payment expressly required to be made under the
terms of this Agreement or any amendment hereto, if such failure continues for
15 business days following written notice detailing the amount and circumstances
of such failure given personally by hand by the Employee to Carl C. Icahn,
provided that if such failure is the result of a good faith dispute with respect
to such allocation, distribution or payment then such failure shall not
constitute or be deemed to constitute an “Uncured Employer Breach”, in which
event the first paragraph of this Section 17(i) shall continue to be applicable
in full force and effect and no Permitted Resignation shall be deemed to have
occurred.

     

    The
Employee acknowledges and agrees that the Icahn Group has a worldwide reputation
and operates on a worldwide basis and that the scope of this covenant will and
is intended to prohibit his activities as set forth above throughout the
world.  The Employee acknowledges and agrees that the provisions of
this Section 17(i) are fair and reasonable and necessary to protect the
business, reputation, goodwill and franchise of the Icahn
Group.  Employee acknowledges that, in light of the significant
compensation of Employee, Employee is voluntarily entering into this provision
and is well able to comply with its provisions without
hardship.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    
      	
              18.

            	
              Miscellaneous.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Amendments and
      Waivers.  No provisions of this Agreement may be amended,
      modified, waived or discharged except as agreed to in writing by Employee
      and Employer.  The failure of a party to insist upon strict
      adherence to any term or provision of this Agreement on any occasion shall
      not be considered a waiver thereof or deprive that party of the right
      thereafter to insist upon strict adherence to that term or provision or
      any other term or provision of this Agreement.  Notwithstanding
      anything herein to the contrary, the Employer may amend this Agreement
      (and such amendment shall be binding upon Employee) at any time,
      retroactively or otherwise, without Employee’s consent, to comply with
      Section 409A of the Code and the Regulations
      thereunder.  Employer will take such actions as Employer
      considers reasonable (without any obligation to pay money) in order to
      help mitigate the adverse effect of any such
  amendment.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Governing
      Law.  This Agreement 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 Agreement 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 Agreement.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Severability.  If
      any provision of this Agreement is invalid or unenforceable, the balance
      of this Agreement shall remain in
effect.

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Judicial
      Modification.  If any court determines that any of the
      covenants in Section 17 or any part of any of them, is invalid or
      unenforceable, the remainder of such covenants and parts thereof shall not
      thereby be affected and shall be given full effect, without regard to the
      invalid portion.  If any court determines that any of such
      covenants, or any part thereof, is invalid or unenforceable because of the
      geographic or temporal scope of such provision, such court or arbitrator
      shall reduce such scope to the extent necessary to make such covenants
      valid and enforceable.

            


    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (v)

            	
              Successors; Binding
      Agreement.  This Agreement shall inure to the benefit of
      and be binding upon the successors and assigns of the
      Employer.  Employee may not sell, convey, assign, transfer or
      otherwise dispose of, directly or indirectly, any of the rights, claims,
      powers or interest established hereunder or under any related agreements
      or documents (including, without limitation, any Profit Participation or
      partnership or membership interest) other than with the prior written
      consent (which may be granted or withheld in their sole and absolute
      discretion) of the Employer provided that the same may, upon the death of
      Employee, be transferred by will or intestate succession, to his estate,
      executors, administrators or heirs, whose rights therein shall for all
      purposes be deemed subject to the terms of this
  Agreement.

            


    

     

    Notwithstanding
any provision to the contrary herein, no provision in this Agreement shall
create or be construed to create any claim, right or cause of action against the
Employer or advisors arising from any diminution in value in connection with any
failure to generate, obtain or charge any Management Fee or the Incentive
Allocation for any reason, including any waiver or reduction of the
same.

     

    
      	
               
      

            	
              (vi)

            	
              Taxes.  All
      payments to Employee shall be subject to applicable deductions, payroll
      and withholdings taxes, to the extent required by law, as determined by
      Employer.

            


    

     

    
      	
               
      

            	
              (vii)

            	
              No Assignment of
      Deferred Compensation.  The right of the Employee to the
      Deferred Amounts and to any other amounts payable hereunder that
      constitute nonqualified deferred compensation subject to Code Section 409A
      (including, without limitation, any such amount standing to the credit of
      the Notional Account) shall in no event be assigned, transferred, pledged
      or encumbered by Employee, and any attempted assignment, transfer, pledge
      or encumbrance shall be null and void.  Such amounts may not be
      subject to seizure for the payment of any debts or judgments against
      Employee or be transferable by operation of law in the event the Employee
      becomes insolvent or bankrupt.

            


    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (viii)

            	
              Unfunded Nature of
      Deferred Compensation.  Title to and beneficial ownership
      of the Deferred Amounts and any other amounts payable hereunder that
      constitute nonqualified deferred compensation subject to Code Section 409A
      (including, without limitations any such amounts standing to the credit of
      the Notional Account) shall at all times remain with the Management
      Company and Employer, as applicable, and shall continue for all purposes
      to be part of the general assets of the Management Company or Employer, as
      applicable.  Neither Employee nor any person other than the
      Management Company and Employer shall by virtue of the provisions of this
      Agreement have any property interest whatsoever in any specified assets of
      the Management Company or Employer until such deferred amounts are paid to
      Employee.  Neither the Management Company nor Employer shall be
      required to purchase, hold or dispose of any investments pursuant to this
      Agreement; however, any amount which may be invested under the provisions
      of this Agreement shall continue for all purposes to be a part of their
      general assets and subject to the claims of their respective general
      creditors.  To the extent that Employee acquires a right to
      receive such deferred compensation payments from the Management Company or
      Employer under this Agreement, such right shall be unsecured and unfunded
      and shall be no greater than the right of any unsecured creditor of the
      Management Company or Employer, as
applicable.

            


    

     

    
      	
               
      

            	
              (ix)

            	
              Application of
      Expenses.  In allocating and determining any expenses
      relating to the any funds and their Affiliates for purposes of this
      Agreement, the Employer may make such calculation and allocation of
      expenses at such time and from time to time, as it deems
      appropriate.

            


    

     

    
      	
               
      

            	
              (x)

            	
              Determinations.  Any
      calculation, allocation, expense, estimate or other amount to be
      determined under this Agreement, or for the purpose of the Agreement, 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 Employer, whose determination shall be final and binding
      on all parties.

            


    

     

    
      	
               
      

            	
              (xi)

            	
              409A.  The
      intent of the parties is that payments and benefits under this Agreement
      which are subject to the provisions of Section 409A of the Internal
      Revenue code of 1986, as amended (the “Code”) and the regulations and
      guidance promulgated thereunder (collectively "Code Section 409A") shall
      comply with Code Section 409A and, accordingly, to the maximum extent
      permitted, this Agreement shall be interpreted to be in compliance
      therewith.  If the Employee notifies the Employer (with
      specificity as to the reason therefor) that the Employee believes that any
      provision of this Agreement (or of any award of compensation, including
      equity compensation or benefits) would cause the Employee to incur any
      additional tax or interest under Code Section 409A and the Employer
      concurs with such belief or the Employer (without any obligation
      whatsoever to do so) independently makes such determination, the Employer
      shall, after consulting with the Employee, reform such provision to
      attempt to comply with Code Section 409A through good faith modifications
      to the minimum extent reasonably appropriate to conform with Code Section
      409A.  To the extent that any provision hereof is modified in
      order to comply with Code Section 409A, such modification shall be made in
      good faith and shall, to the maximum extent reasonably possible, maintain
      the original intent and economic benefit to the Employee and the Employer
      of the applicable provision without violating the provisions of Code
      Section 409A.

            


    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    A
termination of employment shall not be deemed to have occurred for purposes of
any provision of this Agreement providing for the payment of any amounts or
benefits subject to Code Section 409A upon or following a termination of
employment unless such termination is also a "Separation from Service" as
defined in Exhibit B hereto and, for purposes of any such provision of this
Agreement, references to a "termination," "termination of employment" or like
terms shall mean such "Separation from Service."  If the Employee is
deemed on the date of termination to be a "specified employee" within the
meaning of that term under Code Section 409A(a)(2)(B), then with regard to any
payment or the provision of any benefit that is considered deferred compensation
under Code Section 409A payable on account of a "Separation from
Service,"  no such payment or benefit shall be made or provided prior
to the earlier of (A) the expiration of the six (6)-month period measured from
the date of such "Separation from Service" of the Employee, and (B) the date of
the Employee’s death, to the extent required under Code Section
409A.  Upon the expiration of the foregoing delay period, all payments
and benefits delayed pursuant to this Section 18(x) (whether they would have
otherwise been payable in a single sum or in installments in the absence of such
delay) shall be paid or reimbursed to the Employee in a lump sum, and any
remaining payments and benefits due under this Agreement shall be paid or
provided in accordance with the normal payment dates specified for them
herein.

     

    For
purposes of Code Section 409A, the Employee’s right to receive any installment
payments pursuant to this Agreement shall be treated as a right to receive a
series of separate and distinct payments.  Whenever a payment under
this Agreement specifies a payment period with reference to a number of days,
the actual date of payment within the specified period shall be within the sole
discretion of the Employer.

     

    Notwithstanding
any other provision of this Agreement to the contrary, in no event shall any
payment under this Agreement that constitutes "nonqualified deferred
compensation" for purposes of Code Section 409A be subject to offset by any
other amount unless otherwise permitted by Code Section 409A.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (xii)

            	
              Survival.  This
      Agreement shall survive the termination of the employment of Employee
      hereunder in all circumstances and the provisions hereof (including
      Sections 14, 15, 16, 17 and 18), shall be and remain fully effective in
      accordance with their terms.

            


    

     

    
      	
              19.

            	
              Other.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Employee
      shall follow all written policies and procedures and written compliance
      manuals adopted by or in respect of any or all of Employer and its
      Affiliates that have been delivered to Employee, including, without
      limitation, those applicable to investments by employees. In addition,
      Employee shall not, personally or on behalf of any other person or entity,
      invest in or provide advice with respect to, any investment made or
      actively being considered by Employer or its Affiliates, unless disclosed
      to Employer in writing by Employee and approved in writing by Employer
      which approval may be granted or withheld by them in their sole and
      absolute discretion, and which approval, if granted, may be with
      limitations, including on the amount of any investment which Employee may
      make at any time or from time to time and may impose restrictions on the
      sale of any such investment.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Employee
      agrees to provide to Employer a written list of all existing investments
      of Employee, directly or
indirectly.

            


    

     

    
      	
              20.

            	
              Definitions.

            


    

     

    “Affiliate” and
“Control” shall have the meanings set forth in Rule 405 of Regulation C
of the Securities Act of 1933, as amended.

     

    “Annual Expense Cap”
shall mean the Base (as defined and adjusted pursuant to the definition thereof
set forth in this Section 20).

     

    “Associate” shall have
the meaning set forth in Rule 14a-1 promulgated under the Securities Exchange
Act of 1934

     

    “Base” shall mean
$25,000,000 per annum if the aggregate 3rd party
fee paying assets of the Existing Funds from time to time are $3 billion or
less.  If the aggregate 3rd party
fee paying assets of the Existing Funds from time to time are over $3 billion,
then the Base shall be adjusted upward, proportionally (based on $100 million
investment increments) to reflect the dollar amount by which aggregate of the
Existing Funds from time to time exceed $3 billion.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    “Fund GP Expense”
shall mean in respect of each year the smaller of: (a) the sum of (i) all the
costs and expenses (including but not limited to allocated overhead) borne
directly or indirectly by the Fund GPs and their Affiliates with respect to the
Exisiting Funds, including but not limited to those incurred in providing
administrative and back office services to the funds pursuant to the applicable
limited partnership agreement of such fund (as reasonably determined and, to the
extent applicable, consistent with past practices of the Fund GPs and their
Affiliates) plus (ii) the amount of all Incentive Allocations and Fund GPs’ Net
Special Profit Interest Allocations allocated to Aegis Capital Corp. (“Aegis”)
pursuant to the agreement among, inter alia, Aegis and the Fund GPs dated April
1, 2006 as amended plus (iii) all employment related payments to any other
persons of any kind or character, whether as compensation, allocation straight
salary, bonus or otherwise, including any payment to Michael C. Mauer under his
employment agreement dated as of May 12, 2009 as amended, in each case to the
extent reasonably and proportionately allocable to the activities of the
Existing Funds and (b) the amount of the Annual Expense Cap in effect with
respect to such year pursuant to the Agreement.  Without limiting the
generality of the parenthetical contained in clause (a)(i) above, no incremental
cost, if any, that may be incurred by the Fund GPs and that is attributable to
the compensation, bonus or expenses of Carl C. Icahn under his employment
agreement dated August 8, 2007, as amended from time to time, with Icahn Capital
Management LP and Icahn Enterprises L.P. or to the earn-out payable to Mr. Icahn
and his Affiliates under the Contribution Agreement executed on August 8, 2007
in connection therewith, or to any expenses incurred because the Fund GPs will
be owned by Icahn Enterprises L.P. and its Affiliates (that is, dealing with
Icahn Enterprises L.P. accounting and reporting requirements), will diminish any
amount to be accrued or paid to Employee pursuant to the Agreement.

     

    “Icahn
Group” means Mr. Icahn and his Affiliates (including those now or hereafter his
Affiliates) including, without limitation, Icahn Enterprises and all of its
Affiliates), individually and collectively.

     

    “Letter”
a notarized letter from Employee to Employer dated May 21, 2009.

     

    “Related
Persons” means Carl C. Icahn, his Affiliates and Associates, or any of their
respective officers, directors, agents, employees or family members, including
all natural persons, and all entities, corporations, limited liability
companies, trusts, partnership and other business vehicles.

     

    “Scheduled
Expiration Date” means the date of the 5-year anniversary of the Execution
Date.

     

    “Term” shall mean the
period commencing on the Execution Date hereof and shall end on the earlier of
(i) such date as Employee is no longer employed by Icahn Capital L.P., or (ii)
the Scheduled Expiration Date.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    In
WITNESS WHEREOF, undersigned have executed this Agreement as of June 1,
2009.

     

    
      
        
          
            
              
                	 
      	
                        EMPLOYEE

                      
	 
      	 
      
	 	      
                        /s/
      Keith Meister

                      
	 
      	
                        Keith
      Meister

                      
	 
      	 
      
	 
      	
                        Icahn
      Enterprises L.P.

                      
	 
      	
                        By:

                      	      
                        /s/
      Keith Meister

                      
	 
      	
                        Name:

                      
	 
      	
                        Title:

                      
	 
      	 
      
	 
      	
                        EMPLOYER

                      
	 
      	 
      
	 
      	
                        Icahn
      Capital LP.

                      
	 
      	
                        By:

                      	      
                        /s/
      Carl Icahn

                      
	 
      	
                        Name:

                      
	 
      	
                        Title:

                      


              

            

          

        

      

    

    


    The
undersigned acknowledges that they shall continue to be responsible for the
payment and performance of the Retained Obligations (all of which shall be
deemed to be 100% vested as of the date hereof) as contemplated in Section 2(b)
above.

    


    
      
        
          
            	 
      	
                    Icahn
      Management LP.

                  
	 
      	
                    By:

                  	      
                    /s/
      Carl Icahn

                  
	 
      	
                    Name:

                  
	 
      	
                    Date:

                  
	 
      	 
      
	 
      	      
                    /s/
      Carl Icahn

                  
	 
      	
                    Carl
      C. Icahn

                  


          

        

      

    


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    [FORM
OF RELEASE]

     

    Exhibit
1

     

    GENERAL RELEASE OF ALL
CLAIMS

     

    This
General Release of All Claims (the “General Release”)
dated as of ________ __, 20__ is made by the undersigned employee (“Employee”)
under the Employment Agreement by and between Icahn Capital, L.P. Inc. (the
“Company”) and
Employee and dated as of May __, 2009 (the “Employment
Agreement”) for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged.  Unless otherwise defined
herein, the terms defined in the Employment Agreement shall have the same
defined meaning in this General Release.

     

    1.           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 Employer and the Employer’s
Affiliates and Associates and their respective 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”. Employee waives 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.


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

    


    2.           Excluded
from this General Release are the following:  (i) claims and rights
that arise after the date Employee signs this General Release; (ii) any claims
for payments to which Employee is entitled under the express language of
Sections 2, 6 and 12 of the Employment Agreement; (iii) claims for vested
employee benefits (e.g., medical claims and 401(k) benefits); and (iv) claims
for indemnity or contribution.

    


    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 and to protect any Confidential Information.  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;


    
      
         


      

      
        25

        
          

        

      

      
         


      

    

    


    (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.

    


    6.           Employee
represents that he has returned all property belonging to the Company required
to be returned under the Employment Agreement 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, required to be returned under the Employment
Agreement

    


    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 Employer, 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.


    
      
         


      

      
        26

        
          

        

      

      
         


      

    

    


    I,
____________, 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:

                    
	 
      	
                      Title:

                    
	 
      	 
      
	 
      	
                      Date:  ________________,
      200_

                    


            

          

        

      

    


    
      
         


      

      
        27