Employment Agreement

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(a)   The Expiration Date;

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

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

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

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

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

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

(b)   Without Cause Termination.

7.   Non-Disclosure . From and after the date hereof,   during the Term of Employment and at all times thereafter, Employee shall hold in a fiduciary capacity for the benefit of the Company and each of its affiliates, all secret or confidential information, knowledge or data, including, without limitation, trade secrets, sources of supplies and materials, customer lists and their identity, designs, production and design techniques and methods, identity of investments or inv