AGREEMENT

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.

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.

(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.

(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.

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).

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.

10.

Other 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.

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.

(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 hypothetica