ICAHN PARTNERS MASTER FUND LP

SEC source: 0000928475-08-000290 · form4080108_ex.xml · derivative · entry 13

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 9

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 9

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1 - 9

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 9

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 9

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 9

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 0

Underlying: Common Stock · 307,200 shares

Expires 2008-07-31

F10 · kind: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on July 21, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 307,200 shares of Common Stock subject to the Swap, the decrease between $20.81 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F10 · price: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on July 21, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 307,200 shares of Common Stock subject to the Swap, the decrease between $20.81 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F10 · derivative.exercise_date: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on July 21, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 307,200 shares of Common Stock subject to the Swap, the decrease between $20.81 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 1,739,131 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,069,719 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,526,235 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 335,570 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F8 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of Lear as set forth in Table II of the Form 3 filed by the Reporting Persons on October 27, 2006 (the "Form 3") and the applicable footnotes thereto. Generally, under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Form 3 and the market value of such reference shares on the applicable termination date.

F9 · ownership.nature: In addition, generally, under each Swap, each of High River, Icahn Partners or Icahn Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Form 3 and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

SEC source: 0000928475-08-000290 · form4080108_ex.xml · nonDerivative · entry 12

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 9

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 9

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1 - 9

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 9

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 9

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 9

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 12,330,515

F15 · kind: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 6, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 200,000 shares of Common Stock subject to the Swap, the decrease between $20.00 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F15 · price: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 6, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 200,000 shares of Common Stock subject to the Swap, the decrease between $20.00 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 1,739,131 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,069,719 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,526,235 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 335,570 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0000928475-08-000290 · form4080108_ex.xml · nonDerivative · entry 11

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 9

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 9

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1 - 9

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 9

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 9

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 9

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 12,530,515

F15 · kind: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 6, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 200,000 shares of Common Stock subject to the Swap, the decrease between $20.00 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 1,739,131 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,069,719 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,526,235 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 335,570 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0000928475-08-000290 · form4080108_ex.xml · nonDerivative · entry 10

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 9

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 9

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1 - 9

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 9

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 9

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 9

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 12,330,515

F14 · kind: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 5, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 67,700 shares of Common Stock subject to the Swap, the decrease between $20.24 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F14 · price: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 5, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 67,700 shares of Common Stock subject to the Swap, the decrease between $20.24 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 1,739,131 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,069,719 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,526,235 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 335,570 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0000928475-08-000290 · form4080108_ex.xml · nonDerivative · entry 9

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 9

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 9

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1 - 9

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 9

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 9

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 9

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 12,398,215

F14 · kind: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 5, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 67,700 shares of Common Stock subject to the Swap, the decrease between $20.24 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 1,739,131 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,069,719 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,526,235 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 335,570 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0000928475-08-000290 · form4080108_ex.xml · nonDerivative · entry 8

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 9

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 9

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1 - 9

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 9

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 9

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 9

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 12,330,515

F13 · kind: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 1, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 243,800 shares of Common Stock subject to the Swap, the decrease between $20.23 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F13 · price: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 1, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 243,800 shares of Common Stock subject to the Swap, the decrease between $20.23 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 1,739,131 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,069,719 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,526,235 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 335,570 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0000928475-08-000290 · form4080108_ex.xml · nonDerivative · entry 7

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 9

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 9

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1 - 9

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 9

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 9

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 9

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 12,574,315

F13 · kind: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 1, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 243,800 shares of Common Stock subject to the Swap, the decrease between $20.23 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 1,739,131 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,069,719 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,526,235 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 335,570 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0000928475-08-000290 · form4080108_ex.xml · nonDerivative · entry 6

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 9

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 9

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1 - 9

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 9

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 9

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 9

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 12,330,515

F12 · kind: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on August 31, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 121,600 shares of Common Stock subject to the Swap, the decrease between $20.23 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F12 · price: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on August 31, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 121,600 shares of Common Stock subject to the Swap, the decrease between $20.23 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 1,739,131 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,069,719 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,526,235 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 335,570 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0000928475-08-000290 · form4080108_ex.xml · nonDerivative · entry 5

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 9

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 9

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1 - 9

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 9

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 9

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 9

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 12,452,115

F12 · kind: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on August 31, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 121,600 shares of Common Stock subject to the Swap, the decrease between $20.23 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 1,739,131 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,069,719 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,526,235 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 335,570 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0000928475-08-000290 · form4080108_ex.xml · nonDerivative · entry 4

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 9

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 9

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1 - 9

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 9

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 9

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 9

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 12,330,515

F11 · kind: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on July 24, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 78,800 shares of Common Stock subject to the Swap, the decrease between $21.95 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F11 · price: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on July 24, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 78,800 shares of Common Stock subject to the Swap, the decrease between $21.95 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 1,739,131 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,069,719 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,526,235 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 335,570 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0000928475-08-000290 · form4080108_ex.xml · nonDerivative · entry 3

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 9

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 9

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1 - 9

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 9

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 9

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 9

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 12,409,315

F11 · kind: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on July 24, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 78,800 shares of Common Stock subject to the Swap, the decrease between $21.95 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 1,739,131 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,069,719 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,526,235 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 335,570 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0000928475-08-000290 · form4080108_ex.xml · nonDerivative · entry 2

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 9

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 9

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1 - 9

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 9

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 9

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 9

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see foonotes

Disclosed balance after: 12,330,515

F10 · kind: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on July 21, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 307,200 shares of Common Stock subject to the Swap, the decrease between $20.81 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F10 · price: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on July 21, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 307,200 shares of Common Stock subject to the Swap, the decrease between $20.81 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 1,739,131 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,069,719 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,526,235 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 335,570 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0000928475-08-000290 · form4080108_ex.xml · nonDerivative · entry 1

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 9

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 9

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1 - 9

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 9

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 9

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 9

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 12,637,715

F10 · kind: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on July 21, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 307,200 shares of Common Stock subject to the Swap, the decrease between $20.81 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 1,739,131 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,069,719 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,526,235 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 335,570 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0000928475-08-000280 · form4072808_ex.xml · nonDerivative · entry 1

ICAHN CARL C · CIK 0000921669 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · 10% owner

ICAHN OFFSHORE LP · CIK 0001322825 · 10% owner

ICAHN CAPITAL LP · CIK 0001412093 · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · 10% owner

ICAHN ONSHORE LP · CIK 0001322826 · 10% owner

IPH GP LLC · CIK 0001412091 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 0

F1 · shares: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore").

F2 · shares: Icahn Onshore is the general partner of Icahn Partners LP ("Icahn Partners"). Icahn Offshore is the general partner of Icahn Partners Master Fund LP ("Icahn Master"). Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in the Form 4 as the "Reporting Persons."

F1 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore").

F2 · ownership.nature: Icahn Onshore is the general partner of Icahn Partners LP ("Icahn Partners"). Icahn Offshore is the general partner of Icahn Partners Master Fund LP ("Icahn Master"). Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in the Form 4 as the "Reporting Persons."

F3 · ownership.nature: Please reference separate Form 4 filing made July 28, 2008, by Mr. Icahn, Icahn Enterprises Holding, Icahn Enterprises GP, and Beckton.

SEC source: 0000928475-08-000123 · form4043008ii_ex.xml · nonDerivative · entry 2

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · 10% owner · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

ICAHN PARTNERS MASTER FUND II L.P. · CIK 0001414181 · see footnotes

ICAHN PARTNERS MASTER FUND III L.P. · CIK 0001414179 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 0

F1 · shares: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore").

F2 · shares: Icahn Onshore is the general partner of Icahn Partners LP ("Icahn Partners"). Icahn Offshore is the general partner of each of Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II") and Icahn Partners Master Fund III LP ("Icahn Master III"). Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in the Form 4 as the "Reporting Persons."

F3 · shares: On April 29, 2008, High River, Icahn Partners, Icahn Master, Icahn Master II, and Icahn Master III sold 250,000 shares of Common Stock in the open market. Of these 250,000 shares of Common Stock, High River sold 50,000 shares of Common Stock, Icahn Master sold 138,022 shares of Common Stock, Icahn Master II sold 44,908 shares of Common Stock, and Icahn Master III sold 17,070 shares of Common Stock.

F4 · shares: On April 29, 2008, Oracle Corporation announced that it had completed its acquisition of BEA Systems, Inc. and that each share of Common Stock issued and outstanding immediately prior to the effective time of the merger was cancelled and automatically converted into the right to receive $19.375 in cash.

F5 · shares: See also Form 4 filed by Carl C. Icahn et al. on May 1, 2008, for the name, address and signature of each of the following Reporting Persons: Barberry, Beckton, High River, Hopper, Icahn Enterprises GP, Icahn Enterprises Holdings, IPH, Icahn Offshore and Icahn Onshore.

F1 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore").

F2 · ownership.nature: Icahn Onshore is the general partner of Icahn Partners LP ("Icahn Partners"). Icahn Offshore is the general partner of each of Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II") and Icahn Partners Master Fund III LP ("Icahn Master III"). Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in the Form 4 as the "Reporting Persons."

F3 · ownership.nature: On April 29, 2008, High River, Icahn Partners, Icahn Master, Icahn Master II, and Icahn Master III sold 250,000 shares of Common Stock in the open market. Of these 250,000 shares of Common Stock, High River sold 50,000 shares of Common Stock, Icahn Master sold 138,022 shares of Common Stock, Icahn Master II sold 44,908 shares of Common Stock, and Icahn Master III sold 17,070 shares of Common Stock.

F4 · ownership.nature: On April 29, 2008, Oracle Corporation announced that it had completed its acquisition of BEA Systems, Inc. and that each share of Common Stock issued and outstanding immediately prior to the effective time of the merger was cancelled and automatically converted into the right to receive $19.375 in cash.

F5 · ownership.nature: See also Form 4 filed by Carl C. Icahn et al. on May 1, 2008, for the name, address and signature of each of the following Reporting Persons: Barberry, Beckton, High River, Hopper, Icahn Enterprises GP, Icahn Enterprises Holdings, IPH, Icahn Offshore and Icahn Onshore.

SEC source: 0000928475-08-000123 · form4043008ii_ex.xml · nonDerivative · entry 1

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · 10% owner · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

ICAHN PARTNERS MASTER FUND II L.P. · CIK 0001414181 · see footnotes

ICAHN PARTNERS MASTER FUND III L.P. · CIK 0001414179 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 50,683,864

F1 · shares: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore").

F2 · shares: Icahn Onshore is the general partner of Icahn Partners LP ("Icahn Partners"). Icahn Offshore is the general partner of each of Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II") and Icahn Partners Master Fund III LP ("Icahn Master III"). Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in the Form 4 as the "Reporting Persons."

F3 · shares: On April 29, 2008, High River, Icahn Partners, Icahn Master, Icahn Master II, and Icahn Master III sold 250,000 shares of Common Stock in the open market. Of these 250,000 shares of Common Stock, High River sold 50,000 shares of Common Stock, Icahn Master sold 138,022 shares of Common Stock, Icahn Master II sold 44,908 shares of Common Stock, and Icahn Master III sold 17,070 shares of Common Stock.

F4 · shares: On April 29, 2008, Oracle Corporation announced that it had completed its acquisition of BEA Systems, Inc. and that each share of Common Stock issued and outstanding immediately prior to the effective time of the merger was cancelled and automatically converted into the right to receive $19.375 in cash.

F5 · shares: See also Form 4 filed by Carl C. Icahn et al. on May 1, 2008, for the name, address and signature of each of the following Reporting Persons: Barberry, Beckton, High River, Hopper, Icahn Enterprises GP, Icahn Enterprises Holdings, IPH, Icahn Offshore and Icahn Onshore.

F1 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore").

F2 · ownership.nature: Icahn Onshore is the general partner of Icahn Partners LP ("Icahn Partners"). Icahn Offshore is the general partner of each of Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II") and Icahn Partners Master Fund III LP ("Icahn Master III"). Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in the Form 4 as the "Reporting Persons."

F3 · ownership.nature: On April 29, 2008, High River, Icahn Partners, Icahn Master, Icahn Master II, and Icahn Master III sold 250,000 shares of Common Stock in the open market. Of these 250,000 shares of Common Stock, High River sold 50,000 shares of Common Stock, Icahn Master sold 138,022 shares of Common Stock, Icahn Master II sold 44,908 shares of Common Stock, and Icahn Master III sold 17,070 shares of Common Stock.

F4 · ownership.nature: On April 29, 2008, Oracle Corporation announced that it had completed its acquisition of BEA Systems, Inc. and that each share of Common Stock issued and outstanding immediately prior to the effective time of the merger was cancelled and automatically converted into the right to receive $19.375 in cash.

F5 · ownership.nature: See also Form 4 filed by Carl C. Icahn et al. on May 1, 2008, for the name, address and signature of each of the following Reporting Persons: Barberry, Beckton, High River, Hopper, Icahn Enterprises GP, Icahn Enterprises Holdings, IPH, Icahn Offshore and Icahn Onshore.

SEC source: 0000928475-08-000111 · form4042208ii_ex.xml · nonDerivative · entry 3

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · 10% owner · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

ICAHN PARTNERS MASTER FUND II L.P. · CIK 0001414181 · see footnotes

ICAHN PARTNERS MASTER FUND III L.P. · CIK 0001414179 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 50,933,864

F1 · shares: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore").

F2 · shares: Icahn Onshore is the general partner of Icahn Partners LP ("Icahn Partners"). Icahn Offshore is the general partner of each of Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II") and Icahn Partners Master Fund III LP ("Icahn Master III"). Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in the Form 4 as the "Reporting Persons."

F3 · shares: On April 18, 2008, April 21, 2008, and April 22, 2008, High River, Icahn Master, Icahn Master II and Icahn Master III sold an aggregate of 886,153 shares of Common Stock in the open market.

F4 · shares: Of these 886,153 shares of Common Stock, High River sold 177,231 shares of Common Stock, Icahn Master sold 435,028 shares of Common Stock, Icahn Master II sold 206,158 shares of Common Stock and Icahn Master III sold 67,736 shares of Common Stock.

F5 · shares: As a result of selling, in the aggregate, 886,153 shares of Common Stock, High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III beneficially own in the aggregate 50,933,864 shares of Common Stock. Of these 50,933,864 shares of Common Stock, High River directly beneficially owns 10,186,770 shares of Common Stock, Icahn Partners directly beneficially owns 15,236,448 shares of Common Stock, Icahn Master directly beneficially owns 17,614,887 shares of Common Stock, Icahn Master II directly beneficially owns 5,720,272 shares of Common Stock and Icahn Master III directly beneficially owns 2,175,487 shares of Common Stock.

F6 · shares: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Act of 1933 (the "Act")) the shares of Common Stock which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock.

F7 · shares: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II and Icahn Master III, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master, Icahn Master II and Icahn Master III directly beneficially own. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock.

F8 · shares: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock.

F9 · shares: See also Form 4 filed by Carl C. Icahn et al. on April 22, 2008, for the name, address, and signature of each of the following Reporting Persons: Barberry, Beckton, High River, Hopper, Icahn Enterprises GP, Icahn Enterprises Holdings, IPH, Icahn Offshore and Icahn Onshore.

F1 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore").

F2 · ownership.nature: Icahn Onshore is the general partner of Icahn Partners LP ("Icahn Partners"). Icahn Offshore is the general partner of each of Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II") and Icahn Partners Master Fund III LP ("Icahn Master III"). Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in the Form 4 as the "Reporting Persons."

F3 · ownership.nature: On April 18, 2008, April 21, 2008, and April 22, 2008, High River, Icahn Master, Icahn Master II and Icahn Master III sold an aggregate of 886,153 shares of Common Stock in the open market.

F4 · ownership.nature: Of these 886,153 shares of Common Stock, High River sold 177,231 shares of Common Stock, Icahn Master sold 435,028 shares of Common Stock, Icahn Master II sold 206,158 shares of Common Stock and Icahn Master III sold 67,736 shares of Common Stock.

F5 · ownership.nature: As a result of selling, in the aggregate, 886,153 shares of Common Stock, High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III beneficially own in the aggregate 50,933,864 shares of Common Stock. Of these 50,933,864 shares of Common Stock, High River directly beneficially owns 10,186,770 shares of Common Stock, Icahn Partners directly beneficially owns 15,236,448 shares of Common Stock, Icahn Master directly beneficially owns 17,614,887 shares of Common Stock, Icahn Master II directly beneficially owns 5,720,272 shares of Common Stock and Icahn Master III directly beneficially owns 2,175,487 shares of Common Stock.

F6 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Act of 1933 (the "Act")) the shares of Common Stock which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock.

F7 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II and Icahn Master III, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master, Icahn Master II and Icahn Master III directly beneficially own. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock.

F8 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock.

F9 · ownership.nature: See also Form 4 filed by Carl C. Icahn et al. on April 22, 2008, for the name, address, and signature of each of the following Reporting Persons: Barberry, Beckton, High River, Hopper, Icahn Enterprises GP, Icahn Enterprises Holdings, IPH, Icahn Offshore and Icahn Onshore.

SEC source: 0000928475-08-000111 · form4042208ii_ex.xml · nonDerivative · entry 2

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · 10% owner · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

ICAHN PARTNERS MASTER FUND II L.P. · CIK 0001414181 · see footnotes

ICAHN PARTNERS MASTER FUND III L.P. · CIK 0001414179 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 50,959,864

F1 · shares: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore").

F2 · shares: Icahn Onshore is the general partner of Icahn Partners LP ("Icahn Partners"). Icahn Offshore is the general partner of each of Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II") and Icahn Partners Master Fund III LP ("Icahn Master III"). Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in the Form 4 as the "Reporting Persons."

F3 · shares: On April 18, 2008, April 21, 2008, and April 22, 2008, High River, Icahn Master, Icahn Master II and Icahn Master III sold an aggregate of 886,153 shares of Common Stock in the open market.

F4 · shares: Of these 886,153 shares of Common Stock, High River sold 177,231 shares of Common Stock, Icahn Master sold 435,028 shares of Common Stock, Icahn Master II sold 206,158 shares of Common Stock and Icahn Master III sold 67,736 shares of Common Stock.

F5 · shares: As a result of selling, in the aggregate, 886,153 shares of Common Stock, High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III beneficially own in the aggregate 50,933,864 shares of Common Stock. Of these 50,933,864 shares of Common Stock, High River directly beneficially owns 10,186,770 shares of Common Stock, Icahn Partners directly beneficially owns 15,236,448 shares of Common Stock, Icahn Master directly beneficially owns 17,614,887 shares of Common Stock, Icahn Master II directly beneficially owns 5,720,272 shares of Common Stock and Icahn Master III directly beneficially owns 2,175,487 shares of Common Stock.

F6 · shares: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Act of 1933 (the "Act")) the shares of Common Stock which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock.

F7 · shares: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II and Icahn Master III, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master, Icahn Master II and Icahn Master III directly beneficially own. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock.

F8 · shares: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock.

F9 · shares: See also Form 4 filed by Carl C. Icahn et al. on April 22, 2008, for the name, address, and signature of each of the following Reporting Persons: Barberry, Beckton, High River, Hopper, Icahn Enterprises GP, Icahn Enterprises Holdings, IPH, Icahn Offshore and Icahn Onshore.

F1 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore").

F2 · ownership.nature: Icahn Onshore is the general partner of Icahn Partners LP ("Icahn Partners"). Icahn Offshore is the general partner of each of Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II") and Icahn Partners Master Fund III LP ("Icahn Master III"). Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in the Form 4 as the "Reporting Persons."

F3 · ownership.nature: On April 18, 2008, April 21, 2008, and April 22, 2008, High River, Icahn Master, Icahn Master II and Icahn Master III sold an aggregate of 886,153 shares of Common Stock in the open market.

F4 · ownership.nature: Of these 886,153 shares of Common Stock, High River sold 177,231 shares of Common Stock, Icahn Master sold 435,028 shares of Common Stock, Icahn Master II sold 206,158 shares of Common Stock and Icahn Master III sold 67,736 shares of Common Stock.

F5 · ownership.nature: As a result of selling, in the aggregate, 886,153 shares of Common Stock, High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III beneficially own in the aggregate 50,933,864 shares of Common Stock. Of these 50,933,864 shares of Common Stock, High River directly beneficially owns 10,186,770 shares of Common Stock, Icahn Partners directly beneficially owns 15,236,448 shares of Common Stock, Icahn Master directly beneficially owns 17,614,887 shares of Common Stock, Icahn Master II directly beneficially owns 5,720,272 shares of Common Stock and Icahn Master III directly beneficially owns 2,175,487 shares of Common Stock.

F6 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Act of 1933 (the "Act")) the shares of Common Stock which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock.

F7 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II and Icahn Master III, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master, Icahn Master II and Icahn Master III directly beneficially own. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock.

F8 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock.

F9 · ownership.nature: See also Form 4 filed by Carl C. Icahn et al. on April 22, 2008, for the name, address, and signature of each of the following Reporting Persons: Barberry, Beckton, High River, Hopper, Icahn Enterprises GP, Icahn Enterprises Holdings, IPH, Icahn Offshore and Icahn Onshore.

SEC source: 0000928475-08-000111 · form4042208ii_ex.xml · nonDerivative · entry 1

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · 10% owner · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

ICAHN PARTNERS MASTER FUND II L.P. · CIK 0001414181 · see footnotes

ICAHN PARTNERS MASTER FUND III L.P. · CIK 0001414179 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 51,213,864

F1 · shares: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore").

F2 · shares: Icahn Onshore is the general partner of Icahn Partners LP ("Icahn Partners"). Icahn Offshore is the general partner of each of Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II") and Icahn Partners Master Fund III LP ("Icahn Master III"). Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in the Form 4 as the "Reporting Persons."

F3 · shares: On April 18, 2008, April 21, 2008, and April 22, 2008, High River, Icahn Master, Icahn Master II and Icahn Master III sold an aggregate of 886,153 shares of Common Stock in the open market.

F4 · shares: Of these 886,153 shares of Common Stock, High River sold 177,231 shares of Common Stock, Icahn Master sold 435,028 shares of Common Stock, Icahn Master II sold 206,158 shares of Common Stock and Icahn Master III sold 67,736 shares of Common Stock.

F5 · shares: As a result of selling, in the aggregate, 886,153 shares of Common Stock, High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III beneficially own in the aggregate 50,933,864 shares of Common Stock. Of these 50,933,864 shares of Common Stock, High River directly beneficially owns 10,186,770 shares of Common Stock, Icahn Partners directly beneficially owns 15,236,448 shares of Common Stock, Icahn Master directly beneficially owns 17,614,887 shares of Common Stock, Icahn Master II directly beneficially owns 5,720,272 shares of Common Stock and Icahn Master III directly beneficially owns 2,175,487 shares of Common Stock.

F6 · shares: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Act of 1933 (the "Act")) the shares of Common Stock which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock.

F7 · shares: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II and Icahn Master III, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master, Icahn Master II and Icahn Master III directly beneficially own. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock.

F8 · shares: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock.

F9 · shares: See also Form 4 filed by Carl C. Icahn et al. on April 22, 2008, for the name, address, and signature of each of the following Reporting Persons: Barberry, Beckton, High River, Hopper, Icahn Enterprises GP, Icahn Enterprises Holdings, IPH, Icahn Offshore and Icahn Onshore.

F1 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore").

F2 · ownership.nature: Icahn Onshore is the general partner of Icahn Partners LP ("Icahn Partners"). Icahn Offshore is the general partner of each of Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II") and Icahn Partners Master Fund III LP ("Icahn Master III"). Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in the Form 4 as the "Reporting Persons."

F3 · ownership.nature: On April 18, 2008, April 21, 2008, and April 22, 2008, High River, Icahn Master, Icahn Master II and Icahn Master III sold an aggregate of 886,153 shares of Common Stock in the open market.

F4 · ownership.nature: Of these 886,153 shares of Common Stock, High River sold 177,231 shares of Common Stock, Icahn Master sold 435,028 shares of Common Stock, Icahn Master II sold 206,158 shares of Common Stock and Icahn Master III sold 67,736 shares of Common Stock.

F5 · ownership.nature: As a result of selling, in the aggregate, 886,153 shares of Common Stock, High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III beneficially own in the aggregate 50,933,864 shares of Common Stock. Of these 50,933,864 shares of Common Stock, High River directly beneficially owns 10,186,770 shares of Common Stock, Icahn Partners directly beneficially owns 15,236,448 shares of Common Stock, Icahn Master directly beneficially owns 17,614,887 shares of Common Stock, Icahn Master II directly beneficially owns 5,720,272 shares of Common Stock and Icahn Master III directly beneficially owns 2,175,487 shares of Common Stock.

F6 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Act of 1933 (the "Act")) the shares of Common Stock which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock.

F7 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II and Icahn Master III, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master, Icahn Master II and Icahn Master III directly beneficially own. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock.

F8 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock.

F9 · ownership.nature: See also Form 4 filed by Carl C. Icahn et al. on April 22, 2008, for the name, address, and signature of each of the following Reporting Persons: Barberry, Beckton, High River, Hopper, Icahn Enterprises GP, Icahn Enterprises Holdings, IPH, Icahn Offshore and Icahn Onshore.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · derivative · entry 30

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 3,369,213

Underlying: Common Stock · 109,200 shares

Expires 2008-08-05

F17 · kind: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 20, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 109,200 Shares subject to this Swap, the decrease between $15.39 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F17 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 20, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 109,200 Shares subject to this Swap, the decrease between $15.39 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F17 · derivative.exercise_date: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 20, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 109,200 Shares subject to this Swap, the decrease between $15.39 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · derivative · entry 29

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 3,478,413

Underlying: Common Stock · 145,000 shares

Expires 2008-08-05

F16 · kind: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 19, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 145,000 Shares subject to this Swap, the decrease between $15.46 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F16 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 19, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 145,000 Shares subject to this Swap, the decrease between $15.46 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F16 · derivative.exercise_date: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 19, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 145,000 Shares subject to this Swap, the decrease between $15.46 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · derivative · entry 28

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 3,623,413

Underlying: Common Stock · 164,500 shares

Expires 2008-08-05

F15 · kind: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 18, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 164,500 Shares subject to this Swap, the decrease between $15.59 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F15 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 18, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 164,500 Shares subject to this Swap, the decrease between $15.59 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F15 · derivative.exercise_date: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 18, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 164,500 Shares subject to this Swap, the decrease between $15.59 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · derivative · entry 27

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 3,787,913

Underlying: Common Stock · 215,100 shares

Expires 2008-08-05

F14 · kind: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 17, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 215,100 Shares subject to this Swap, the decrease between $15.50 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F14 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 17, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 215,100 Shares subject to this Swap, the decrease between $15.50 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F14 · derivative.exercise_date: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 17, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 215,100 Shares subject to this Swap, the decrease between $15.50 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · derivative · entry 26

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 4,003,013

Underlying: Common Stock · 500,000 shares

Expires 2008-08-05

F13 · kind: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 16, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 500,000 Shares subject to this Swap, the decrease between $15.96 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F13 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 16, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 500,000 Shares subject to this Swap, the decrease between $15.96 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F13 · derivative.exercise_date: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 16, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 500,000 Shares subject to this Swap, the decrease between $15.96 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · derivative · entry 25

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 4,503,013

Underlying: Common Stock · 250,000 shares

Expires 2008-08-05

F12 · kind: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 13, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 250,000 Shares subject to this Swap, the decrease between $15.98 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F12 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 13, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 250,000 Shares subject to this Swap, the decrease between $15.98 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F12 · derivative.exercise_date: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 13, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 250,000 Shares subject to this Swap, the decrease between $15.98 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · derivative · entry 24

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 4,753,013

Underlying: Common Stock · 12,300 shares

Expires 2008-08-05

F11 · kind: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 11, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 12,300 Shares subject to this Swap, the decrease between $16.01 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F11 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 11, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 12,300 Shares subject to this Swap, the decrease between $16.01 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F11 · derivative.exercise_date: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 11, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 12,300 Shares subject to this Swap, the decrease between $16.01 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · derivative · entry 23

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 4,765,313

Underlying: Common Stock · 15,400 shares

Expires 2008-08-05

F10 · kind: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 9, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 15,400 Shares subject to this Swap, the decrease between $16.01 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F10 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 9, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 15,400 Shares subject to this Swap, the decrease between $16.01 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F10 · derivative.exercise_date: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 9, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 15,400 Shares subject to this Swap, the decrease between $16.01 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · derivative · entry 22

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 4,780,713

Underlying: Common Stock · 227,200 shares

Expires 2008-08-05

F9 · kind: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 6, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 227,200 Shares subject to this Swap, the decrease between $16.01 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F9 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 6, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 227,200 Shares subject to this Swap, the decrease between $16.01 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F9 · derivative.exercise_date: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 6, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 227,200 Shares subject to this Swap, the decrease between $16.01 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · derivative · entry 21

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 5,007,913

Underlying: Common Stock · 419,200 shares

Expires 2008-08-05

F8 · kind: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 4, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 419,200 Shares subject to this Swap, the decrease between $15.87 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F8 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 4, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 419,200 Shares subject to this Swap, the decrease between $15.87 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F8 · derivative.exercise_date: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 4, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 419,200 Shares subject to this Swap, the decrease between $15.87 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · nonDerivative · entry 20

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 6,100,023

F17 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 20, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 109,200 Shares subject to this Swap, the decrease between $15.39 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: Of these shares of Common Stock, par value $0.01 per share ("Shares"), of WCI Communities, Inc. ("WCI"), Carl C. Icahn directly beneficially owns 3,848 shares, High River Limited Partnership ("High River") directly beneficially owns 1,279,725 Shares and Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,901,892 Shares.

F2 · ownership.nature: Of these Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,914, 558 Shares.

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · nonDerivative · entry 19

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 6,209,223

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · nonDerivative · entry 18

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 6,100,023

F16 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 19, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 145,000 Shares subject to this Swap, the decrease between $15.46 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: Of these shares of Common Stock, par value $0.01 per share ("Shares"), of WCI Communities, Inc. ("WCI"), Carl C. Icahn directly beneficially owns 3,848 shares, High River Limited Partnership ("High River") directly beneficially owns 1,279,725 Shares and Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,901,892 Shares.

F2 · ownership.nature: Of these Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,914, 558 Shares.

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · nonDerivative · entry 17

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 6,245,023

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · nonDerivative · entry 16

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 6,100,023

F15 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 18, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 164,500 Shares subject to this Swap, the decrease between $15.59 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: Of these shares of Common Stock, par value $0.01 per share ("Shares"), of WCI Communities, Inc. ("WCI"), Carl C. Icahn directly beneficially owns 3,848 shares, High River Limited Partnership ("High River") directly beneficially owns 1,279,725 Shares and Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,901,892 Shares.

F2 · ownership.nature: Of these Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,914, 558 Shares.

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · nonDerivative · entry 15

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 6,264,523

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · nonDerivative · entry 14

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 6,100,023

F14 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 17, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 215,100 Shares subject to this Swap, the decrease between $15.50 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: Of these shares of Common Stock, par value $0.01 per share ("Shares"), of WCI Communities, Inc. ("WCI"), Carl C. Icahn directly beneficially owns 3,848 shares, High River Limited Partnership ("High River") directly beneficially owns 1,279,725 Shares and Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,901,892 Shares.

F2 · ownership.nature: Of these Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,914, 558 Shares.

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · nonDerivative · entry 13

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 6,315,123

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · nonDerivative · entry 12

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 6,100,023

F13 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 16, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 500,000 Shares subject to this Swap, the decrease between $15.96 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: Of these shares of Common Stock, par value $0.01 per share ("Shares"), of WCI Communities, Inc. ("WCI"), Carl C. Icahn directly beneficially owns 3,848 shares, High River Limited Partnership ("High River") directly beneficially owns 1,279,725 Shares and Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,901,892 Shares.

F2 · ownership.nature: Of these Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,914, 558 Shares.

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · nonDerivative · entry 11

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 6,600,023

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · nonDerivative · entry 10

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 6,100,023

F12 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 13, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 250,000 Shares subject to this Swap, the decrease between $15.98 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: Of these shares of Common Stock, par value $0.01 per share ("Shares"), of WCI Communities, Inc. ("WCI"), Carl C. Icahn directly beneficially owns 3,848 shares, High River Limited Partnership ("High River") directly beneficially owns 1,279,725 Shares and Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,901,892 Shares.

F2 · ownership.nature: Of these Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,914, 558 Shares.

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · nonDerivative · entry 9

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 6,350,023

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · nonDerivative · entry 8

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 6,100,023

F11 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 11, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 12,300 Shares subject to this Swap, the decrease between $16.01 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: Of these shares of Common Stock, par value $0.01 per share ("Shares"), of WCI Communities, Inc. ("WCI"), Carl C. Icahn directly beneficially owns 3,848 shares, High River Limited Partnership ("High River") directly beneficially owns 1,279,725 Shares and Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,901,892 Shares.

F2 · ownership.nature: Of these Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,914, 558 Shares.

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · nonDerivative · entry 7

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 6,112,323

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · nonDerivative · entry 6

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 6,100,023

F10 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 9, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 15,400 Shares subject to this Swap, the decrease between $16.01 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: Of these shares of Common Stock, par value $0.01 per share ("Shares"), of WCI Communities, Inc. ("WCI"), Carl C. Icahn directly beneficially owns 3,848 shares, High River Limited Partnership ("High River") directly beneficially owns 1,279,725 Shares and Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,901,892 Shares.

F2 · ownership.nature: Of these Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,914, 558 Shares.

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · nonDerivative · entry 5

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 6,115,423

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · nonDerivative · entry 4

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 6,100,023

F9 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 6, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 227,200 Shares subject to this Swap, the decrease between $16.01 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: Of these shares of Common Stock, par value $0.01 per share ("Shares"), of WCI Communities, Inc. ("WCI"), Carl C. Icahn directly beneficially owns 3,848 shares, High River Limited Partnership ("High River") directly beneficially owns 1,279,725 Shares and Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,901,892 Shares.

F2 · ownership.nature: Of these Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,914, 558 Shares.

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · nonDerivative · entry 3

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 6,327,223

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · nonDerivative · entry 2

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 6,100,023

F8 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 4, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 419,200 Shares subject to this Swap, the decrease between $15.87 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: Of these shares of Common Stock, par value $0.01 per share ("Shares"), of WCI Communities, Inc. ("WCI"), Carl C. Icahn directly beneficially owns 3,848 shares, High River Limited Partnership ("High River") directly beneficially owns 1,279,725 Shares and Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,901,892 Shares.

F2 · ownership.nature: Of these Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,914, 558 Shares.

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000388 · form4121207aa_ex.xml · nonDerivative · entry 1

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 6,519,223

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the second part of a 6-part filing.

SEC source: 0000928475-07-000390 · form4121207bb_ex.xml · derivative · entry 30

ICAHN CARL C · CIK 0000921669 · Director · 10% owner

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 837,813

Underlying: Common Stock · 479,300 shares

Expires 2008-12-17

F17 · kind: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on December 15, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 479,300 Shares subject to this Swap, the decrease between $17.92 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F17 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on December 15, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 479,300 Shares subject to this Swap, the decrease between $17.92 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F17 · derivative.exercise_date: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on December 15, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 479,300 Shares subject to this Swap, the decrease between $17.92 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

F18 · ownership.nature: Please note that this is the fourth part of a 6-part filing.