BARBERRY CORP.

SEC source: 0000928475-09-000157 · form4040109ii_ex.xml · nonDerivative · entry 1

ICAHN CARL C · CIK 0000921669 · Director · 10% owner · Chairman of the Board

CARDIFF HOLDING LLC · CIK 0001324819 · 10% owner

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · 10% owner

HIGHCREST INVESTORS CORP · CIK 0000928475 · 10% owner

BUFFALO INVESTORS CORP · CIK 0001015071 · 10% owner

STARFIRE HOLDING CORP · CIK 0001008814 · 10% owner

ARNOS CORP · CIK 0001265024 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

ARNOS SUB CORP. · CIK 0001460663 · 10% owner

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: 225,000

F1 · shares: As of March 31, 2009, the liquidation preference of the XO Holdings, Inc. ("XO") 9.5% Class C Perpetual Preferred Stock ("Class C Preferred Stock") increased by 2.375% over December 31, 2008.

F2 · shares: The Class C Preferred Stock is not convertible into shares of XO's Common Stock ("Common Stock") but each share of Class C Preferred Stock is entitled to such number of votes with the Common Stock as is obtained by dividing the applicable liquidation preference per share of the Class C Preferred Stock by the conversion price of XO's 7% Class B Convertible Preferred Stock ("Class B Preferred Stock"). As of March 31, 2009, ACF Industries Holding Corp. ("ACF Holding") is the beneficial owner of 225,000 shares of Class C Preferred Stock which entitles ACF Holding to 160,030,649 votes with the Common Stock.

F3 · shares: Highcrest Investors Corp. ("Highcrest") may, by virtue of its ownership of 100% of the interest in ACF Holding, be deemed to beneficially own the securities as to which ACF Holding possesses direct beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo Investors Corp. ("Buffalo") may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire Holding Corporation ("Starfire") may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.

F4 · shares: Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Carl Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F14 · shares: Please reference the Form 4 filing dated April 1, 2009, filed separately by Mr. Icahn, Cardiff, ACF Holding, Highcrest, Buffalo, Starfire, Arnos, Arnos Sub, Barberry, and Hopper.

F1 · price: As of March 31, 2009, the liquidation preference of the XO Holdings, Inc. ("XO") 9.5% Class C Perpetual Preferred Stock ("Class C Preferred Stock") increased by 2.375% over December 31, 2008.

F2 · price: The Class C Preferred Stock is not convertible into shares of XO's Common Stock ("Common Stock") but each share of Class C Preferred Stock is entitled to such number of votes with the Common Stock as is obtained by dividing the applicable liquidation preference per share of the Class C Preferred Stock by the conversion price of XO's 7% Class B Convertible Preferred Stock ("Class B Preferred Stock"). As of March 31, 2009, ACF Industries Holding Corp. ("ACF Holding") is the beneficial owner of 225,000 shares of Class C Preferred Stock which entitles ACF Holding to 160,030,649 votes with the Common Stock.

F3 · price: Highcrest Investors Corp. ("Highcrest") may, by virtue of its ownership of 100% of the interest in ACF Holding, be deemed to beneficially own the securities as to which ACF Holding possesses direct beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo Investors Corp. ("Buffalo") may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire Holding Corporation ("Starfire") may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.

F4 · price: Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Carl Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F14 · price: Please reference the Form 4 filing dated April 1, 2009, filed separately by Mr. Icahn, Cardiff, ACF Holding, Highcrest, Buffalo, Starfire, Arnos, Arnos Sub, Barberry, and Hopper.

F1 · ownership.nature: As of March 31, 2009, the liquidation preference of the XO Holdings, Inc. ("XO") 9.5% Class C Perpetual Preferred Stock ("Class C Preferred Stock") increased by 2.375% over December 31, 2008.

F2 · ownership.nature: The Class C Preferred Stock is not convertible into shares of XO's Common Stock ("Common Stock") but each share of Class C Preferred Stock is entitled to such number of votes with the Common Stock as is obtained by dividing the applicable liquidation preference per share of the Class C Preferred Stock by the conversion price of XO's 7% Class B Convertible Preferred Stock ("Class B Preferred Stock"). As of March 31, 2009, ACF Industries Holding Corp. ("ACF Holding") is the beneficial owner of 225,000 shares of Class C Preferred Stock which entitles ACF Holding to 160,030,649 votes with the Common Stock.

F3 · ownership.nature: Highcrest Investors Corp. ("Highcrest") may, by virtue of its ownership of 100% of the interest in ACF Holding, be deemed to beneficially own the securities as to which ACF Holding possesses direct beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo Investors Corp. ("Buffalo") may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire Holding Corporation ("Starfire") may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.

F4 · ownership.nature: Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Carl Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F14 · ownership.nature: Please reference the Form 4 filing dated April 1, 2009, filed separately by Mr. Icahn, Cardiff, ACF Holding, Highcrest, Buffalo, Starfire, Arnos, Arnos Sub, Barberry, and Hopper.

SEC source: 0000928475-08-000461 · form4120408ccia_ex.xml · nonDerivative · entry 1

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

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · please see all footnotes

Hopper Investments LLC · CIK 0001322824 · please see all footnotes

BARBERRY CORP. · CIK 0000860851 · please see all footnotes

BECKTON CORP · CIK 0001080113 · please see all footnotes

ICAHN PARTNERS LP · CIK 0001313666 · please see all footnotes

ICAHN ONSHORE LP · CIK 0001322826 · please see all footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · please see all footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · please see all footnotes

ICAHN CAPITAL LP · CIK 0001412093 · please see all footnotes

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,848

F1 · shares: Of these shares of Common Stock of WCI Communities, Inc. (the "Shares"), 1,279,725 Shares were sold by High River Limited Partnership ("High River"), 2,901,892 Shares were sold by Icahn Partners LP ("Icahn Partners"), and 1,914,558 Shares were sold by Icahn Partners Master Fund LP ("Icahn Master").

F2 · shares: 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.

F3 · shares: 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." As a result of the transaction being reported by this Form 4, none of the Reporting Persons (other than Carl Icahn) beneficially own any Shares.

F6 · shares: Please reference the Form 4 filing dated December 5, 2008, filed separately by Mr. Icahn, IPH, Icahn Enterprises, and Icahn Enterprises GP.

F5 · price: Please note that the purchase price was $0.000000003 per share.

F4 · balance_after: These Shares are directly beneficially owned by Carl Icahn.

F6 · balance_after: Please reference the Form 4 filing dated December 5, 2008, filed separately by Mr. Icahn, IPH, Icahn Enterprises, and Icahn Enterprises GP.

SEC source: 0000928475-08-000429 · form4112408_ex.xml · nonDerivative · entry 1

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

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · 10% owner

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · please see all footnotes

Disclosed balance after: 0

F1 · ownership.nature: Icahn Enterprises Holdings L.P. ("IEHLP"), f/k/a American Real Estate Holdings Limited Partnership, directly beneficially owned 4,563,610 Shares, Barberry Corp. ("Barberry") directly beneficially owned 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owned 6,205,134 Shares. Beckton Corp. ("Beckton") is the sole shareholder of Icahn Enterprises G.P. Inc. ("IEGP"), f/k/a American Property Investors, Inc., which is the general partner of IEHLP. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and IEGP, by virtue of their relationship to IEHLP, may have been deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,563,610 Shares which IEHLP owned. Each of Beckton and IEGP disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may have been deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 6,205,134 Shares which High River owned. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to IEGP, IEHLP, Barberry, Beckton, Hopper and High River, may have been deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,563,610 Shares which IEHLP owned, the 900,800 Shares which Barberry owned, and the 6,205,134 Shares which High River owned. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owned 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0001209191-08-056649 · c76082_4x0.xml · derivative · entry 2

ICAHN CARL C · CIK 0000921669 · Director · Chairman of the Board · 10% owner

UNICORN ASSOCIATES CORP · CIK 0000881178 · Director

CARDIFF HOLDING LLC · CIK 0001324819 · Director

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · Director

HIGHCREST INVESTORS CORP · CIK 0000928475 · Director

BUFFALO INVESTORS CORP · CIK 0001015071 · Director

STARFIRE HOLDING CORP · CIK 0001008814 · Director

ARNOS CORP · CIK 0001265024 · Director

BARBERRY CORP. · CIK 0000860851 · Director

Hopper Investments LLC · CIK 0001322824 · Director

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: 3,096,549

Underlying: Common Stock · 6,932,040 shares

Expires 2010-01-15

F2 · shares: On October 15, 2008, Cardiff purchased in a privately negotiated transaction 500,000 shares of XO Holdings, Inc's 6% Class A Convertible Preferred Stock for a purchase price of $13,000,000, in the aggregate, or $26.00 per share.

F2 · price: On October 15, 2008, Cardiff purchased in a privately negotiated transaction 500,000 shares of XO Holdings, Inc's 6% Class A Convertible Preferred Stock for a purchase price of $13,000,000, in the aggregate, or $26.00 per share.

F3 · ownership.nature: ACF Industries Holding Corp. ("ACF") may, by virtue of its ownership of approximately 98% of the interest in Cardiff, be deemed to beneficially own the securities as to which Cardiff possesses direct beneficial ownership. ACF disclaims beneficial ownership of such securities for all other purposes. Highcrest Investors Corp. ("Highcrest") may, by virtue of its ownership of 100% of the interest in ACF, be deemed to beneficially own the securities as to which ACF possesses indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes.

F4 · ownership.nature: Buffalo Investors Corp. ("Buffalo") may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire Holding Corporation ("Starfire") may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership. Mr. Carl Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F5 · ownership.nature: Please see the Form 4 filing filed on the date hereof by Mr. Icahn and certain affiliated entities with respect to the same transaction reported on this Form 4.

SEC source: 0001209191-08-056649 · c76082_4x0.xml · nonDerivative · entry 1

ICAHN CARL C · CIK 0000921669 · Director · Chairman of the Board · 10% owner

UNICORN ASSOCIATES CORP · CIK 0000881178 · Director

CARDIFF HOLDING LLC · CIK 0001324819 · Director

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · Director

HIGHCREST INVESTORS CORP · CIK 0000928475 · Director

BUFFALO INVESTORS CORP · CIK 0001015071 · Director

STARFIRE HOLDING CORP · CIK 0001008814 · Director

ARNOS CORP · CIK 0001265024 · Director

BARBERRY CORP. · CIK 0000860851 · Director

Hopper Investments LLC · CIK 0001322824 · Director

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

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 95,908,269

F1 · shares: On October 15, 2008, Cardiff Holding LLC ("Cardiff") purchased in a privately negotiated transaction 3,995,000 shares of XO Holdings, Inc's Common Stock for a purchase price of $799,000, in the aggregate, or $0.20 per share.

F1 · price: On October 15, 2008, Cardiff Holding LLC ("Cardiff") purchased in a privately negotiated transaction 3,995,000 shares of XO Holdings, Inc's Common Stock for a purchase price of $799,000, in the aggregate, or $0.20 per share.

F3 · ownership.nature: ACF Industries Holding Corp. ("ACF") may, by virtue of its ownership of approximately 98% of the interest in Cardiff, be deemed to beneficially own the securities as to which Cardiff possesses direct beneficial ownership. ACF disclaims beneficial ownership of such securities for all other purposes. Highcrest Investors Corp. ("Highcrest") may, by virtue of its ownership of 100% of the interest in ACF, be deemed to beneficially own the securities as to which ACF possesses indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes.

F4 · ownership.nature: Buffalo Investors Corp. ("Buffalo") may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire Holding Corporation ("Starfire") may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership. Mr. Carl Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F5 · ownership.nature: Please see the Form 4 filing filed on the date hereof by Mr. Icahn and certain affiliated entities with respect to the same transaction reported on this Form 4.

SEC source: 0000928475-08-000362 · form4101008ccia_ex.xml · derivative · entry 9

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

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see all footnotes

Hopper Investments LLC · CIK 0001322824 · see all footnotes

BARBERRY CORP. · CIK 0000860851 · see all footnotes

BECKTON CORP · CIK 0001080113 · see all footnotes

ICAHN PARTNERS LP · CIK 0001313666 · see all footnotes

ICAHN ONSHORE LP · CIK 0001322826 · see all footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see all footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see all footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see all 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

Underlying: Common Stock · 2,645,786 shares

Expires 2010-01-15

F11 · kind: On October 9, 2008, Icahn Master and the applicable counterparty settled a Swap entered into by such parties on December 11, 2007. In accordance with the terms of such Swap, Icahn Master paid to the applicable counterparty an amount representing, for each of the 2,645,786 Shares subject to this Swap, the decrease between $3.83 (the initial reference price) and $0.00 (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 October 9, 2008, Icahn Master and the applicable counterparty settled a Swap entered into by such parties on December 11, 2007. In accordance with the terms of such Swap, Icahn Master paid to the applicable counterparty an amount representing, for each of the 2,645,786 Shares subject to this Swap, the decrease between $3.83 (the initial reference price) and $0.00 (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 October 9, 2008, Icahn Master and the applicable counterparty settled a Swap entered into by such parties on December 11, 2007. In accordance with the terms of such Swap, Icahn Master paid to the applicable counterparty an amount representing, for each of the 2,645,786 Shares subject to this Swap, the decrease between $3.83 (the initial reference price) and $0.00 (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 Form 4 filed by the Reporting Persons on December 13, 2007, and the applicable footnotes thereto (the "Original Forms").

F7 · ownership.nature: 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 reference share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F8 · ownership.nature: In addition, 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 reference 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.

F12 · ownership.nature: Please reference the Form 4 filing dated October 10, 2008, filed separately by Mr. Icahn, IPH, Icahn Enterprises, and Icahn Enterprises GP.

SEC source: 0000928475-08-000362 · form4101008ccia_ex.xml · derivative · entry 8

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

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see all footnotes

Hopper Investments LLC · CIK 0001322824 · see all footnotes

BARBERRY CORP. · CIK 0000860851 · see all footnotes

BECKTON CORP · CIK 0001080113 · see all footnotes

ICAHN PARTNERS LP · CIK 0001313666 · see all footnotes

ICAHN ONSHORE LP · CIK 0001322826 · see all footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see all footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see all footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see all 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

Underlying: Common Stock · 1,756,407 shares

Expires 2010-01-15

F10 · kind: On October 9, 2008, Icahn Partners and the applicable counterparty settled a Swap entered into by such parties on December 11, 2007. In accordance with the terms of such Swap, Icahn Partners paid to the applicable counterparty an amount representing, for each of the 1,756,407 Shares subject to this Swap, the decrease between $3.83 (the initial reference price) and $0.00 (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 October 9, 2008, Icahn Partners and the applicable counterparty settled a Swap entered into by such parties on December 11, 2007. In accordance with the terms of such Swap, Icahn Partners paid to the applicable counterparty an amount representing, for each of the 1,756,407 Shares subject to this Swap, the decrease between $3.83 (the initial reference price) and $0.00 (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 October 9, 2008, Icahn Partners and the applicable counterparty settled a Swap entered into by such parties on December 11, 2007. In accordance with the terms of such Swap, Icahn Partners paid to the applicable counterparty an amount representing, for each of the 1,756,407 Shares subject to this Swap, the decrease between $3.83 (the initial reference price) and $0.00 (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 Form 4 filed by the Reporting Persons on December 13, 2007, and the applicable footnotes thereto (the "Original Forms").

F7 · ownership.nature: 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 reference share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F8 · ownership.nature: In addition, 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 reference 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.

F12 · ownership.nature: Please reference the Form 4 filing dated October 10, 2008, filed separately by Mr. Icahn, IPH, Icahn Enterprises, and Icahn Enterprises GP.

SEC source: 0000928475-08-000362 · form4101008ccia_ex.xml · derivative · entry 7

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

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see all footnotes

Hopper Investments LLC · CIK 0001322824 · see all footnotes

BARBERRY CORP. · CIK 0000860851 · see all footnotes

BECKTON CORP · CIK 0001080113 · see all footnotes

ICAHN PARTNERS LP · CIK 0001313666 · see all footnotes

ICAHN ONSHORE LP · CIK 0001322826 · see all footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see all footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see all footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see all 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

Underlying: Common Stock · 1,024,920 shares

Expires 2010-01-15

F9 · kind: On October 9, 2008, High River and the applicable counterparty settled a Swap entered into by such parties on December 11, 2007. In accordance with the terms of such Swap, High River paid to the applicable counterparty an amount representing, for each of the 1,024,920 Shares subject to this Swap, the decrease between $3.83 (the initial reference price) and $0.00 (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 October 9, 2008, High River and the applicable counterparty settled a Swap entered into by such parties on December 11, 2007. In accordance with the terms of such Swap, High River paid to the applicable counterparty an amount representing, for each of the 1,024,920 Shares subject to this Swap, the decrease between $3.83 (the initial reference price) and $0.00 (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 October 9, 2008, High River and the applicable counterparty settled a Swap entered into by such parties on December 11, 2007. In accordance with the terms of such Swap, High River paid to the applicable counterparty an amount representing, for each of the 1,024,920 Shares subject to this Swap, the decrease between $3.83 (the initial reference price) and $0.00 (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 Form 4 filed by the Reporting Persons on December 13, 2007, and the applicable footnotes thereto (the "Original Forms").

F7 · ownership.nature: 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 reference share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F8 · ownership.nature: In addition, 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 reference 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.

F12 · ownership.nature: Please reference the Form 4 filing dated October 10, 2008, filed separately by Mr. Icahn, IPH, Icahn Enterprises, and Icahn Enterprises GP.

SEC source: 0000928475-08-000362 · form4101008ccia_ex.xml · nonDerivative · entry 6

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

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see all footnotes

Hopper Investments LLC · CIK 0001322824 · see all footnotes

BARBERRY CORP. · CIK 0000860851 · see all footnotes

BECKTON CORP · CIK 0001080113 · see all footnotes

ICAHN PARTNERS LP · CIK 0001313666 · see all footnotes

ICAHN ONSHORE LP · CIK 0001322826 · see all footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see all footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see all footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see all 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 October 9, 2008, Icahn Master and the applicable counterparty settled a Swap entered into by such parties on December 11, 2007. In accordance with the terms of such Swap, Icahn Master paid to the applicable counterparty an amount representing, for each of the 2,645,786 Shares subject to this Swap, the decrease between $3.83 (the initial reference price) and $0.00 (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 Form 4 filed by the Reporting Persons on December 13, 2007, and the applicable footnotes thereto (the "Original Forms").

F7 · ownership.nature: 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 reference share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F8 · ownership.nature: In addition, 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 reference 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.

F12 · ownership.nature: Please reference the Form 4 filing dated October 10, 2008, filed separately by Mr. Icahn, IPH, Icahn Enterprises, and Icahn Enterprises GP.

SEC source: 0000928475-08-000362 · form4101008ccia_ex.xml · nonDerivative · entry 5

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

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see all footnotes

Hopper Investments LLC · CIK 0001322824 · see all footnotes

BARBERRY CORP. · CIK 0000860851 · see all footnotes

BECKTON CORP · CIK 0001080113 · see all footnotes

ICAHN PARTNERS LP · CIK 0001313666 · see all footnotes

ICAHN ONSHORE LP · CIK 0001322826 · see all footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see all footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see all footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see all 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: 8,745,809

F11 · price: On October 9, 2008, Icahn Master and the applicable counterparty settled a Swap entered into by such parties on December 11, 2007. In accordance with the terms of such Swap, Icahn Master paid to the applicable counterparty an amount representing, for each of the 2,645,786 Shares subject to this Swap, the decrease between $3.83 (the initial reference price) and $0.00 (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 Form 4 filed by the Reporting Persons on December 13, 2007, and the applicable footnotes thereto (the "Original Forms").

F7 · ownership.nature: 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 reference share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F8 · ownership.nature: In addition, 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 reference 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.

F12 · ownership.nature: Please reference the Form 4 filing dated October 10, 2008, filed separately by Mr. Icahn, IPH, Icahn Enterprises, and Icahn Enterprises GP.

SEC source: 0000928475-08-000362 · form4101008ccia_ex.xml · nonDerivative · entry 4

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

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see all footnotes

Hopper Investments LLC · CIK 0001322824 · see all footnotes

BARBERRY CORP. · CIK 0000860851 · see all footnotes

BECKTON CORP · CIK 0001080113 · see all footnotes

ICAHN PARTNERS LP · CIK 0001313666 · see all footnotes

ICAHN ONSHORE LP · CIK 0001322826 · see all footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see all footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see all footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see all 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 October 9, 2008, Icahn Partners and the applicable counterparty settled a Swap entered into by such parties on December 11, 2007. In accordance with the terms of such Swap, Icahn Partners paid to the applicable counterparty an amount representing, for each of the 1,756,407 Shares subject to this Swap, the decrease between $3.83 (the initial reference price) and $0.00 (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 Form 4 filed by the Reporting Persons on December 13, 2007, and the applicable footnotes thereto (the "Original Forms").

F7 · ownership.nature: 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 reference share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F8 · ownership.nature: In addition, 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 reference 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.

F12 · ownership.nature: Please reference the Form 4 filing dated October 10, 2008, filed separately by Mr. Icahn, IPH, Icahn Enterprises, and Icahn Enterprises GP.

SEC source: 0000928475-08-000362 · form4101008ccia_ex.xml · nonDerivative · entry 3

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

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see all footnotes

Hopper Investments LLC · CIK 0001322824 · see all footnotes

BARBERRY CORP. · CIK 0000860851 · see all footnotes

BECKTON CORP · CIK 0001080113 · see all footnotes

ICAHN PARTNERS LP · CIK 0001313666 · see all footnotes

ICAHN ONSHORE LP · CIK 0001322826 · see all footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see all footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see all footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see all 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: 7,856,430

F10 · price: On October 9, 2008, Icahn Partners and the applicable counterparty settled a Swap entered into by such parties on December 11, 2007. In accordance with the terms of such Swap, Icahn Partners paid to the applicable counterparty an amount representing, for each of the 1,756,407 Shares subject to this Swap, the decrease between $3.83 (the initial reference price) and $0.00 (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 Form 4 filed by the Reporting Persons on December 13, 2007, and the applicable footnotes thereto (the "Original Forms").

F7 · ownership.nature: 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 reference share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F8 · ownership.nature: In addition, 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 reference 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.

F12 · ownership.nature: Please reference the Form 4 filing dated October 10, 2008, filed separately by Mr. Icahn, IPH, Icahn Enterprises, and Icahn Enterprises GP.

SEC source: 0000928475-08-000362 · form4101008ccia_ex.xml · nonDerivative · entry 2

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

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see all footnotes

Hopper Investments LLC · CIK 0001322824 · see all footnotes

BARBERRY CORP. · CIK 0000860851 · see all footnotes

BECKTON CORP · CIK 0001080113 · see all footnotes

ICAHN PARTNERS LP · CIK 0001313666 · see all footnotes

ICAHN ONSHORE LP · CIK 0001322826 · see all footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see all footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see all footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see all 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 October 9, 2008, High River and the applicable counterparty settled a Swap entered into by such parties on December 11, 2007. In accordance with the terms of such Swap, High River paid to the applicable counterparty an amount representing, for each of the 1,024,920 Shares subject to this Swap, the decrease between $3.83 (the initial reference price) and $0.00 (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 Form 4 filed by the Reporting Persons on December 13, 2007, and the applicable footnotes thereto (the "Original Forms").

F7 · ownership.nature: 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 reference share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F8 · ownership.nature: In addition, 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 reference 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.

F12 · ownership.nature: Please reference the Form 4 filing dated October 10, 2008, filed separately by Mr. Icahn, IPH, Icahn Enterprises, and Icahn Enterprises GP.

SEC source: 0000928475-08-000362 · form4101008ccia_ex.xml · nonDerivative · entry 1

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

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see all footnotes

Hopper Investments LLC · CIK 0001322824 · see all footnotes

BARBERRY CORP. · CIK 0000860851 · see all footnotes

BECKTON CORP · CIK 0001080113 · see all footnotes

ICAHN PARTNERS LP · CIK 0001313666 · see all footnotes

ICAHN ONSHORE LP · CIK 0001322826 · see all footnotes

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see all footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see all footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see all 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: 7,124,943

F9 · price: On October 9, 2008, High River and the applicable counterparty settled a Swap entered into by such parties on December 11, 2007. In accordance with the terms of such Swap, High River paid to the applicable counterparty an amount representing, for each of the 1,024,920 Shares subject to this Swap, the decrease between $3.83 (the initial reference price) and $0.00 (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 Form 4 filed by the Reporting Persons on December 13, 2007, and the applicable footnotes thereto (the "Original Forms").

F7 · ownership.nature: 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 reference share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

F8 · ownership.nature: In addition, 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 reference 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.

F12 · ownership.nature: Please reference the Form 4 filing dated October 10, 2008, filed separately by Mr. Icahn, IPH, Icahn Enterprises, and Icahn Enterprises GP.

SEC source: 0000928475-08-000344 · form4100108ii_ex.xml · derivative · entry 3

ICAHN CARL C · CIK 0000921669 · Director · CHAIRMAN OF THE BOARD · 10% owner

CARDIFF HOLDING LLC · CIK 0001324819 · 10% owner

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · 10% owner

HIGHCREST INVESTORS CORP · CIK 0000928475 · 10% owner

BUFFALO INVESTORS CORP · CIK 0001015071 · 10% owner

STARFIRE HOLDING CORP · CIK 0001008814 · 10% owner

ARNOS CORP · CIK 0001265024 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 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: 555,000

Underlying: Common Stock · 374,892,224 shares

Expires not disclosed

F8 · derivative.exercise_price: As of September 30, 2008, the liquidation preference of the Class B Preferred Stock increased by 1.32% over July 25, 2008, which represents the pro rated portion of the 1.75% increase per quarter for the period between July 25, 208, and September 30, 2008. As of September 30, 2008, Arnos Corp. ("Arnos"), Barberry Corp. ("Barberry"), and High River Limited Partnership ("High River") beneficially own 453,535, 40,496, and 60,969 shares, respectively, of the Class B Preferred Stock, which shares are convertible into an aggregate of 374,892,224 shares of Common Stock.

F9 · derivative.exercise_price: Hopper Investments, LLC ("Hopper") may, by virtue of its ownership of 100% of the general partnership interest in High River, be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all other purposes. Barberry may, by virtue of its ownership of 100% of the membership interest in Hopper, be deemed to beneficially own the securities as to which Hopper possesses indirect beneficial ownership.

F10 · derivative.exercise_price: Barberry disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Barberry, be deemed to beneficially own the securities as to which Barberry possesses direct or indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes. Unicorn Associates Corporation ("Unicorn") may, by virtue of its ownership of 100% of the interest in Arnos, be deemed to beneficially own the securities as to which Arnos possesses direct beneficial ownership. Unicorn disclaims beneficial ownership of such securities for all other purposes. ACF may, by virtue of its ownership of 100% of the interest in Unicorn, be deemed to beneficially own the securities as to which Unicorn possesses indirect beneficial ownership.

F11 · derivative.exercise_price: ACF disclaims beneficial ownership of such securities for all other purposes. Highcrest may, by virtue of its ownership of 100% of the interest in ACF, be deemed to beneficially own the securities as to which ACF possesses indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.

F12 · derivative.exercise_price: Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F13 · derivative.exercise_price: Please reference the Form 4 filing dated October 1, 2008, filed separately by Mr. Icahn and Unicorn.

F8 · shares: As of September 30, 2008, the liquidation preference of the Class B Preferred Stock increased by 1.32% over July 25, 2008, which represents the pro rated portion of the 1.75% increase per quarter for the period between July 25, 208, and September 30, 2008. As of September 30, 2008, Arnos Corp. ("Arnos"), Barberry Corp. ("Barberry"), and High River Limited Partnership ("High River") beneficially own 453,535, 40,496, and 60,969 shares, respectively, of the Class B Preferred Stock, which shares are convertible into an aggregate of 374,892,224 shares of Common Stock.

F9 · shares: Hopper Investments, LLC ("Hopper") may, by virtue of its ownership of 100% of the general partnership interest in High River, be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all other purposes. Barberry may, by virtue of its ownership of 100% of the membership interest in Hopper, be deemed to beneficially own the securities as to which Hopper possesses indirect beneficial ownership.

F10 · shares: Barberry disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Barberry, be deemed to beneficially own the securities as to which Barberry possesses direct or indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes. Unicorn Associates Corporation ("Unicorn") may, by virtue of its ownership of 100% of the interest in Arnos, be deemed to beneficially own the securities as to which Arnos possesses direct beneficial ownership. Unicorn disclaims beneficial ownership of such securities for all other purposes. ACF may, by virtue of its ownership of 100% of the interest in Unicorn, be deemed to beneficially own the securities as to which Unicorn possesses indirect beneficial ownership.

F11 · shares: ACF disclaims beneficial ownership of such securities for all other purposes. Highcrest may, by virtue of its ownership of 100% of the interest in ACF, be deemed to beneficially own the securities as to which ACF possesses indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.

F12 · shares: Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F13 · shares: Please reference the Form 4 filing dated October 1, 2008, filed separately by Mr. Icahn and Unicorn.

F8 · price: As of September 30, 2008, the liquidation preference of the Class B Preferred Stock increased by 1.32% over July 25, 2008, which represents the pro rated portion of the 1.75% increase per quarter for the period between July 25, 208, and September 30, 2008. As of September 30, 2008, Arnos Corp. ("Arnos"), Barberry Corp. ("Barberry"), and High River Limited Partnership ("High River") beneficially own 453,535, 40,496, and 60,969 shares, respectively, of the Class B Preferred Stock, which shares are convertible into an aggregate of 374,892,224 shares of Common Stock.

F9 · price: Hopper Investments, LLC ("Hopper") may, by virtue of its ownership of 100% of the general partnership interest in High River, be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all other purposes. Barberry may, by virtue of its ownership of 100% of the membership interest in Hopper, be deemed to beneficially own the securities as to which Hopper possesses indirect beneficial ownership.

F10 · price: Barberry disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Barberry, be deemed to beneficially own the securities as to which Barberry possesses direct or indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes. Unicorn Associates Corporation ("Unicorn") may, by virtue of its ownership of 100% of the interest in Arnos, be deemed to beneficially own the securities as to which Arnos possesses direct beneficial ownership. Unicorn disclaims beneficial ownership of such securities for all other purposes. ACF may, by virtue of its ownership of 100% of the interest in Unicorn, be deemed to beneficially own the securities as to which Unicorn possesses indirect beneficial ownership.

F11 · price: ACF disclaims beneficial ownership of such securities for all other purposes. Highcrest may, by virtue of its ownership of 100% of the interest in ACF, be deemed to beneficially own the securities as to which ACF possesses indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.

F12 · price: Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F13 · price: Please reference the Form 4 filing dated October 1, 2008, filed separately by Mr. Icahn and Unicorn.

F8 · derivative.exercise_date: As of September 30, 2008, the liquidation preference of the Class B Preferred Stock increased by 1.32% over July 25, 2008, which represents the pro rated portion of the 1.75% increase per quarter for the period between July 25, 208, and September 30, 2008. As of September 30, 2008, Arnos Corp. ("Arnos"), Barberry Corp. ("Barberry"), and High River Limited Partnership ("High River") beneficially own 453,535, 40,496, and 60,969 shares, respectively, of the Class B Preferred Stock, which shares are convertible into an aggregate of 374,892,224 shares of Common Stock.

F9 · derivative.exercise_date: Hopper Investments, LLC ("Hopper") may, by virtue of its ownership of 100% of the general partnership interest in High River, be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all other purposes. Barberry may, by virtue of its ownership of 100% of the membership interest in Hopper, be deemed to beneficially own the securities as to which Hopper possesses indirect beneficial ownership.

F10 · derivative.exercise_date: Barberry disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Barberry, be deemed to beneficially own the securities as to which Barberry possesses direct or indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes. Unicorn Associates Corporation ("Unicorn") may, by virtue of its ownership of 100% of the interest in Arnos, be deemed to beneficially own the securities as to which Arnos possesses direct beneficial ownership. Unicorn disclaims beneficial ownership of such securities for all other purposes. ACF may, by virtue of its ownership of 100% of the interest in Unicorn, be deemed to beneficially own the securities as to which Unicorn possesses indirect beneficial ownership.

F11 · derivative.exercise_date: ACF disclaims beneficial ownership of such securities for all other purposes. Highcrest may, by virtue of its ownership of 100% of the interest in ACF, be deemed to beneficially own the securities as to which ACF possesses indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.

F12 · derivative.exercise_date: Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F13 · derivative.exercise_date: Please reference the Form 4 filing dated October 1, 2008, filed separately by Mr. Icahn and Unicorn.

F8 · derivative.expiration_date: As of September 30, 2008, the liquidation preference of the Class B Preferred Stock increased by 1.32% over July 25, 2008, which represents the pro rated portion of the 1.75% increase per quarter for the period between July 25, 208, and September 30, 2008. As of September 30, 2008, Arnos Corp. ("Arnos"), Barberry Corp. ("Barberry"), and High River Limited Partnership ("High River") beneficially own 453,535, 40,496, and 60,969 shares, respectively, of the Class B Preferred Stock, which shares are convertible into an aggregate of 374,892,224 shares of Common Stock.

F9 · derivative.expiration_date: Hopper Investments, LLC ("Hopper") may, by virtue of its ownership of 100% of the general partnership interest in High River, be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all other purposes. Barberry may, by virtue of its ownership of 100% of the membership interest in Hopper, be deemed to beneficially own the securities as to which Hopper possesses indirect beneficial ownership.

F10 · derivative.expiration_date: Barberry disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Barberry, be deemed to beneficially own the securities as to which Barberry possesses direct or indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes. Unicorn Associates Corporation ("Unicorn") may, by virtue of its ownership of 100% of the interest in Arnos, be deemed to beneficially own the securities as to which Arnos possesses direct beneficial ownership. Unicorn disclaims beneficial ownership of such securities for all other purposes. ACF may, by virtue of its ownership of 100% of the interest in Unicorn, be deemed to beneficially own the securities as to which Unicorn possesses indirect beneficial ownership.

F11 · derivative.expiration_date: ACF disclaims beneficial ownership of such securities for all other purposes. Highcrest may, by virtue of its ownership of 100% of the interest in ACF, be deemed to beneficially own the securities as to which ACF possesses indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.

F12 · derivative.expiration_date: Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F13 · derivative.expiration_date: Please reference the Form 4 filing dated October 1, 2008, filed separately by Mr. Icahn and Unicorn.

F8 · ownership.nature: As of September 30, 2008, the liquidation preference of the Class B Preferred Stock increased by 1.32% over July 25, 2008, which represents the pro rated portion of the 1.75% increase per quarter for the period between July 25, 208, and September 30, 2008. As of September 30, 2008, Arnos Corp. ("Arnos"), Barberry Corp. ("Barberry"), and High River Limited Partnership ("High River") beneficially own 453,535, 40,496, and 60,969 shares, respectively, of the Class B Preferred Stock, which shares are convertible into an aggregate of 374,892,224 shares of Common Stock.

F9 · ownership.nature: Hopper Investments, LLC ("Hopper") may, by virtue of its ownership of 100% of the general partnership interest in High River, be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all other purposes. Barberry may, by virtue of its ownership of 100% of the membership interest in Hopper, be deemed to beneficially own the securities as to which Hopper possesses indirect beneficial ownership.

F10 · ownership.nature: Barberry disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Barberry, be deemed to beneficially own the securities as to which Barberry possesses direct or indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes. Unicorn Associates Corporation ("Unicorn") may, by virtue of its ownership of 100% of the interest in Arnos, be deemed to beneficially own the securities as to which Arnos possesses direct beneficial ownership. Unicorn disclaims beneficial ownership of such securities for all other purposes. ACF may, by virtue of its ownership of 100% of the interest in Unicorn, be deemed to beneficially own the securities as to which Unicorn possesses indirect beneficial ownership.

F11 · ownership.nature: ACF disclaims beneficial ownership of such securities for all other purposes. Highcrest may, by virtue of its ownership of 100% of the interest in ACF, be deemed to beneficially own the securities as to which ACF possesses indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.

F12 · ownership.nature: Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F13 · ownership.nature: Please reference the Form 4 filing dated October 1, 2008, filed separately by Mr. Icahn and Unicorn.

SEC source: 0000928475-08-000344 · form4100108ii_ex.xml · derivative · entry 2

ICAHN CARL C · CIK 0000921669 · Director · CHAIRMAN OF THE BOARD · 10% owner

CARDIFF HOLDING LLC · CIK 0001324819 · 10% owner

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · 10% owner

HIGHCREST INVESTORS CORP · CIK 0000928475 · 10% owner

BUFFALO INVESTORS CORP · CIK 0001015071 · 10% owner

STARFIRE HOLDING CORP · CIK 0001008814 · 10% owner

ARNOS CORP · CIK 0001265024 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

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: 2,596,549

Underlying: Common Stock · 35,998,761 shares

Expires 2010-01-15

F5 · derivative.exercise_price: As of September 20, 2008, the liquidation preference of the XO 6% Class A Convertible Preferred Stock ("Class A Preferred Stock") increased by 1.5% over June 30, 2008. As of September 30, 2008, Cardiff Holding LLC ("Cardiff") is the beneficial owner of 2,596,549 shares of Class A Preferred Stock which are convertible unto 35,998,761 shares of Common Stock.

F6 · derivative.exercise_price: ACF may, by virtue of its ownership of approximately 98% of the interest in Cardiff Holding LLC, be deemed to beneficially own the securities as to which Cardiff possesses direct beneficial ownership. ACF disclaims beneficial ownership of such securities for all other purposes. Highcrest may, by virtue of its ownership of 100% of the interest in ACF, be deemed to beneficially own the securities as to which ACF possesses indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes.

F7 · derivative.exercise_price: Buffalo may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F13 · derivative.exercise_price: Please reference the Form 4 filing dated October 1, 2008, filed separately by Mr. Icahn and Unicorn.

F5 · shares: As of September 20, 2008, the liquidation preference of the XO 6% Class A Convertible Preferred Stock ("Class A Preferred Stock") increased by 1.5% over June 30, 2008. As of September 30, 2008, Cardiff Holding LLC ("Cardiff") is the beneficial owner of 2,596,549 shares of Class A Preferred Stock which are convertible unto 35,998,761 shares of Common Stock.

F6 · shares: ACF may, by virtue of its ownership of approximately 98% of the interest in Cardiff Holding LLC, be deemed to beneficially own the securities as to which Cardiff possesses direct beneficial ownership. ACF disclaims beneficial ownership of such securities for all other purposes. Highcrest may, by virtue of its ownership of 100% of the interest in ACF, be deemed to beneficially own the securities as to which ACF possesses indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes.

F7 · shares: Buffalo may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F13 · shares: Please reference the Form 4 filing dated October 1, 2008, filed separately by Mr. Icahn and Unicorn.

F5 · price: As of September 20, 2008, the liquidation preference of the XO 6% Class A Convertible Preferred Stock ("Class A Preferred Stock") increased by 1.5% over June 30, 2008. As of September 30, 2008, Cardiff Holding LLC ("Cardiff") is the beneficial owner of 2,596,549 shares of Class A Preferred Stock which are convertible unto 35,998,761 shares of Common Stock.

F6 · price: ACF may, by virtue of its ownership of approximately 98% of the interest in Cardiff Holding LLC, be deemed to beneficially own the securities as to which Cardiff possesses direct beneficial ownership. ACF disclaims beneficial ownership of such securities for all other purposes. Highcrest may, by virtue of its ownership of 100% of the interest in ACF, be deemed to beneficially own the securities as to which ACF possesses indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes.

F7 · price: Buffalo may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F13 · price: Please reference the Form 4 filing dated October 1, 2008, filed separately by Mr. Icahn and Unicorn.

F5 · ownership.nature: As of September 20, 2008, the liquidation preference of the XO 6% Class A Convertible Preferred Stock ("Class A Preferred Stock") increased by 1.5% over June 30, 2008. As of September 30, 2008, Cardiff Holding LLC ("Cardiff") is the beneficial owner of 2,596,549 shares of Class A Preferred Stock which are convertible unto 35,998,761 shares of Common Stock.

F6 · ownership.nature: ACF may, by virtue of its ownership of approximately 98% of the interest in Cardiff Holding LLC, be deemed to beneficially own the securities as to which Cardiff possesses direct beneficial ownership. ACF disclaims beneficial ownership of such securities for all other purposes. Highcrest may, by virtue of its ownership of 100% of the interest in ACF, be deemed to beneficially own the securities as to which ACF possesses indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes.

F7 · ownership.nature: Buffalo may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F13 · ownership.nature: Please reference the Form 4 filing dated October 1, 2008, filed separately by Mr. Icahn and Unicorn.

SEC source: 0000928475-08-000344 · form4100108ii_ex.xml · nonDerivative · entry 1

ICAHN CARL C · CIK 0000921669 · Director · CHAIRMAN OF THE BOARD · 10% owner

CARDIFF HOLDING LLC · CIK 0001324819 · 10% owner

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · 10% owner

HIGHCREST INVESTORS CORP · CIK 0000928475 · 10% owner

BUFFALO INVESTORS CORP · CIK 0001015071 · 10% owner

STARFIRE HOLDING CORP · CIK 0001008814 · 10% owner

ARNOS CORP · CIK 0001265024 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 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: 225,000

F1 · shares: As of September 30, 2008, the liquidation preference of the XO Holdings, Inc. ("XO") 9.5% Class C Perpetual Preferred Stock ("Class C Preferred Stock") increased by 1.79% over July 25, 2008, which represents the pro rated portion of the 2.375% increase per quarter for the period between July 25, 2008, the date of issuance of the Class C Preferred Stock, and September 30, 2008.

F2 · shares: The Class C Preferred Stock is not convertible into shares of XO's Common Stock but each share of Class C Preferred Stock is entitled to such number of votes with the Common Stock as is obtained by dividing the applicable liquidation preference per share of the Class C Preferred Stock by the conversion price of XO's 7% Class B Convertible Preferred Stock ("Class B Preferred Stock"). As of September 20, 2008, ACF Industries Holding Corp. ("ACF") is the beneficial owner of 225,000 shares of Class C Preferred Stock which entitles ACF to 152,691,667 votes with the XO Common Stock.

F3 · shares: Highcrest Investors Corp. ("Highcrest") may, by virtue of its ownership of 100% of the interest in ACF, be deemed to beneficially own the securities as to which ACF possesses direct beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo Investors Corp. ("Buffalo") may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire Holding Corporation ("Starfire") may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.

F4 · shares: Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Carl Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F13 · shares: Please reference the Form 4 filing dated October 1, 2008, filed separately by Mr. Icahn and Unicorn.

F1 · price: As of September 30, 2008, the liquidation preference of the XO Holdings, Inc. ("XO") 9.5% Class C Perpetual Preferred Stock ("Class C Preferred Stock") increased by 1.79% over July 25, 2008, which represents the pro rated portion of the 2.375% increase per quarter for the period between July 25, 2008, the date of issuance of the Class C Preferred Stock, and September 30, 2008.

F2 · price: The Class C Preferred Stock is not convertible into shares of XO's Common Stock but each share of Class C Preferred Stock is entitled to such number of votes with the Common Stock as is obtained by dividing the applicable liquidation preference per share of the Class C Preferred Stock by the conversion price of XO's 7% Class B Convertible Preferred Stock ("Class B Preferred Stock"). As of September 20, 2008, ACF Industries Holding Corp. ("ACF") is the beneficial owner of 225,000 shares of Class C Preferred Stock which entitles ACF to 152,691,667 votes with the XO Common Stock.

F3 · price: Highcrest Investors Corp. ("Highcrest") may, by virtue of its ownership of 100% of the interest in ACF, be deemed to beneficially own the securities as to which ACF possesses direct beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo Investors Corp. ("Buffalo") may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire Holding Corporation ("Starfire") may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.

F4 · price: Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Carl Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F13 · price: Please reference the Form 4 filing dated October 1, 2008, filed separately by Mr. Icahn and Unicorn.

F1 · ownership.nature: As of September 30, 2008, the liquidation preference of the XO Holdings, Inc. ("XO") 9.5% Class C Perpetual Preferred Stock ("Class C Preferred Stock") increased by 1.79% over July 25, 2008, which represents the pro rated portion of the 2.375% increase per quarter for the period between July 25, 2008, the date of issuance of the Class C Preferred Stock, and September 30, 2008.

F2 · ownership.nature: The Class C Preferred Stock is not convertible into shares of XO's Common Stock but each share of Class C Preferred Stock is entitled to such number of votes with the Common Stock as is obtained by dividing the applicable liquidation preference per share of the Class C Preferred Stock by the conversion price of XO's 7% Class B Convertible Preferred Stock ("Class B Preferred Stock"). As of September 20, 2008, ACF Industries Holding Corp. ("ACF") is the beneficial owner of 225,000 shares of Class C Preferred Stock which entitles ACF to 152,691,667 votes with the XO Common Stock.

F3 · ownership.nature: Highcrest Investors Corp. ("Highcrest") may, by virtue of its ownership of 100% of the interest in ACF, be deemed to beneficially own the securities as to which ACF possesses direct beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo Investors Corp. ("Buffalo") may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire Holding Corporation ("Starfire") may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.

F4 · ownership.nature: Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Carl Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F13 · ownership.nature: Please reference the Form 4 filing dated October 1, 2008, filed separately by Mr. Icahn and Unicorn.

SEC source: 0000928475-08-000329 · form4081508i_ex.xml · derivative · entry 1

ICAHN CARL C · CIK 0000921669 · Director · CHAIRMAN OF THE BOARD · 10% owner

CARDIFF HOLDING LLC · CIK 0001324819 · 10% owner

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · 10% owner

HIGHCREST INVESTORS CORP · CIK 0000928475 · 10% owner

BUFFALO INVESTORS CORP · CIK 0001015071 · 10% owner

STARFIRE HOLDING CORP · CIK 0001008814 · 10% owner

ARNOS CORP · CIK 0001265024 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

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: 2,596,549

Underlying: Common Stock · 7,123,937 shares

Expires 2010-01-15

F1 · derivative.exercise_price: On August 13, 2008, Cardiff Holding LLC ("Cardiff"), purchased in the open market 521,549 shares of 6% Class A Convertible Preferred Stock (the "Class A Stock") of XO Holdings, Inc. ("XO") at a purchase price of $26.25 per share. On the date hereof, each share of Class A Stock is convertible at the option of the holder into approximately 13.66 shares of Common Stock.

F1 · shares: On August 13, 2008, Cardiff Holding LLC ("Cardiff"), purchased in the open market 521,549 shares of 6% Class A Convertible Preferred Stock (the "Class A Stock") of XO Holdings, Inc. ("XO") at a purchase price of $26.25 per share. On the date hereof, each share of Class A Stock is convertible at the option of the holder into approximately 13.66 shares of Common Stock.

F1 · price: On August 13, 2008, Cardiff Holding LLC ("Cardiff"), purchased in the open market 521,549 shares of 6% Class A Convertible Preferred Stock (the "Class A Stock") of XO Holdings, Inc. ("XO") at a purchase price of $26.25 per share. On the date hereof, each share of Class A Stock is convertible at the option of the holder into approximately 13.66 shares of Common Stock.

F1 · ownership.nature: On August 13, 2008, Cardiff Holding LLC ("Cardiff"), purchased in the open market 521,549 shares of 6% Class A Convertible Preferred Stock (the "Class A Stock") of XO Holdings, Inc. ("XO") at a purchase price of $26.25 per share. On the date hereof, each share of Class A Stock is convertible at the option of the holder into approximately 13.66 shares of Common Stock.

F2 · ownership.nature: ACF Industries Holding Corp. ("ACF Holding") may, by virtue of its ownership of approximately 98% of the interest in Cardiff, be deemed to beneficially own the securities as to which Cardiff possesses direct beneficial ownership.

F3 · ownership.nature: ACF Holding disclaims beneficial ownership of such securities for all other purposes. Highcrest Investors Corp. ("Highcrest") may, by virtue of its ownership of 100% of the interest in ACF Holding, be deemed to beneficially own the securities as to which ACF Holding possesses indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo Investors Corp. ("Buffalo") may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire Holding Corporation ("Starfire") may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.

F4 · ownership.nature: Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Carl Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F5 · ownership.nature: Please reference the Form 4 filing dated August 15, 2008, filed separately by Mr. Icahn and Unicorn.

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: 0000928475-08-000284 · form4072508_ex.xml · derivative · entry 2

ICAHN CARL C · CIK 0000921669 · Director · CHAIRMAN OF THE BOARD · 10% owner

CARDIFF HOLDING LLC · CIK 0001324819 · 10% owner

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · 10% owner

HIGHCREST INVESTORS CORP · CIK 0000928475 · 10% owner

BUFFALO INVESTORS CORP · CIK 0001015071 · 10% owner

STARFIRE HOLDING CORP · CIK 0001008814 · 10% owner

ARNOS CORP · CIK 0001265024 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

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: 555,000

Underlying: Common Stock · 370,000,001 shares

Expires not disclosed

F1 · derivative.exercise_price: On July 25, 2008, Arnos Corp. ("Arnos"), Barberry Corp. ("Barberry"), and High River Limited Partnership ("High River") purchased in a private placement 453,535, 40,496, and 60,969 shares, respectively, of 7% Class B Convertible Preferred Stock (the "Class B Stock") of XO Holdings, Inc. ("XO") at a purchase price of $1,000 per share and ACF Industries Holding Corp. ("ACF") purchased 225,000 shares of 9.5% Class C Perpetual Preferred Stock (the "Class C Stock") of XO at a purchase price of $1,000 per share. At any time following July 25, 2009 (subject to extension for up to 90 days), each share of Class B Stock is initially convertible, at the option of the holder, at $1.50 per share into 666.667 shares of Common Stock of XO. Each share of Class B stock votes on an as-converted basis with the Common Stock.

F2 · derivative.exercise_price: The shares of Class C Stock are not convertible into shares of Common Stock of XO, but each share of Class C Stock is entitled to 666.667 votes per share and votes with the Common Stock. There is no expiration date for the Class B stock. Approximately $450,758,015 of the aggregate purchase price for the Class B stock was paid for by the retirement of certain indebtedness of the Issuer held by Arnos, Barberry, and High River. Hopper may, by virtue of its ownership of 100% of the general partnership interest in High River, be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all other purposes. Barberry may, by virtue of its ownership of 100% of the membership interest in Hopper, be deemed to beneficially own the securities as to which Hopper possesses indirect beneficial ownership.

F1 · shares: On July 25, 2008, Arnos Corp. ("Arnos"), Barberry Corp. ("Barberry"), and High River Limited Partnership ("High River") purchased in a private placement 453,535, 40,496, and 60,969 shares, respectively, of 7% Class B Convertible Preferred Stock (the "Class B Stock") of XO Holdings, Inc. ("XO") at a purchase price of $1,000 per share and ACF Industries Holding Corp. ("ACF") purchased 225,000 shares of 9.5% Class C Perpetual Preferred Stock (the "Class C Stock") of XO at a purchase price of $1,000 per share. At any time following July 25, 2009 (subject to extension for up to 90 days), each share of Class B Stock is initially convertible, at the option of the holder, at $1.50 per share into 666.667 shares of Common Stock of XO. Each share of Class B stock votes on an as-converted basis with the Common Stock.

F2 · shares: The shares of Class C Stock are not convertible into shares of Common Stock of XO, but each share of Class C Stock is entitled to 666.667 votes per share and votes with the Common Stock. There is no expiration date for the Class B stock. Approximately $450,758,015 of the aggregate purchase price for the Class B stock was paid for by the retirement of certain indebtedness of the Issuer held by Arnos, Barberry, and High River. Hopper may, by virtue of its ownership of 100% of the general partnership interest in High River, be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all other purposes. Barberry may, by virtue of its ownership of 100% of the membership interest in Hopper, be deemed to beneficially own the securities as to which Hopper possesses indirect beneficial ownership.

F1 · price: On July 25, 2008, Arnos Corp. ("Arnos"), Barberry Corp. ("Barberry"), and High River Limited Partnership ("High River") purchased in a private placement 453,535, 40,496, and 60,969 shares, respectively, of 7% Class B Convertible Preferred Stock (the "Class B Stock") of XO Holdings, Inc. ("XO") at a purchase price of $1,000 per share and ACF Industries Holding Corp. ("ACF") purchased 225,000 shares of 9.5% Class C Perpetual Preferred Stock (the "Class C Stock") of XO at a purchase price of $1,000 per share. At any time following July 25, 2009 (subject to extension for up to 90 days), each share of Class B Stock is initially convertible, at the option of the holder, at $1.50 per share into 666.667 shares of Common Stock of XO. Each share of Class B stock votes on an as-converted basis with the Common Stock.

F2 · price: The shares of Class C Stock are not convertible into shares of Common Stock of XO, but each share of Class C Stock is entitled to 666.667 votes per share and votes with the Common Stock. There is no expiration date for the Class B stock. Approximately $450,758,015 of the aggregate purchase price for the Class B stock was paid for by the retirement of certain indebtedness of the Issuer held by Arnos, Barberry, and High River. Hopper may, by virtue of its ownership of 100% of the general partnership interest in High River, be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all other purposes. Barberry may, by virtue of its ownership of 100% of the membership interest in Hopper, be deemed to beneficially own the securities as to which Hopper possesses indirect beneficial ownership.

F1 · derivative.exercise_date: On July 25, 2008, Arnos Corp. ("Arnos"), Barberry Corp. ("Barberry"), and High River Limited Partnership ("High River") purchased in a private placement 453,535, 40,496, and 60,969 shares, respectively, of 7% Class B Convertible Preferred Stock (the "Class B Stock") of XO Holdings, Inc. ("XO") at a purchase price of $1,000 per share and ACF Industries Holding Corp. ("ACF") purchased 225,000 shares of 9.5% Class C Perpetual Preferred Stock (the "Class C Stock") of XO at a purchase price of $1,000 per share. At any time following July 25, 2009 (subject to extension for up to 90 days), each share of Class B Stock is initially convertible, at the option of the holder, at $1.50 per share into 666.667 shares of Common Stock of XO. Each share of Class B stock votes on an as-converted basis with the Common Stock.

F2 · derivative.exercise_date: The shares of Class C Stock are not convertible into shares of Common Stock of XO, but each share of Class C Stock is entitled to 666.667 votes per share and votes with the Common Stock. There is no expiration date for the Class B stock. Approximately $450,758,015 of the aggregate purchase price for the Class B stock was paid for by the retirement of certain indebtedness of the Issuer held by Arnos, Barberry, and High River. Hopper may, by virtue of its ownership of 100% of the general partnership interest in High River, be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all other purposes. Barberry may, by virtue of its ownership of 100% of the membership interest in Hopper, be deemed to beneficially own the securities as to which Hopper possesses indirect beneficial ownership.

F1 · derivative.expiration_date: On July 25, 2008, Arnos Corp. ("Arnos"), Barberry Corp. ("Barberry"), and High River Limited Partnership ("High River") purchased in a private placement 453,535, 40,496, and 60,969 shares, respectively, of 7% Class B Convertible Preferred Stock (the "Class B Stock") of XO Holdings, Inc. ("XO") at a purchase price of $1,000 per share and ACF Industries Holding Corp. ("ACF") purchased 225,000 shares of 9.5% Class C Perpetual Preferred Stock (the "Class C Stock") of XO at a purchase price of $1,000 per share. At any time following July 25, 2009 (subject to extension for up to 90 days), each share of Class B Stock is initially convertible, at the option of the holder, at $1.50 per share into 666.667 shares of Common Stock of XO. Each share of Class B stock votes on an as-converted basis with the Common Stock.

F2 · derivative.expiration_date: The shares of Class C Stock are not convertible into shares of Common Stock of XO, but each share of Class C Stock is entitled to 666.667 votes per share and votes with the Common Stock. There is no expiration date for the Class B stock. Approximately $450,758,015 of the aggregate purchase price for the Class B stock was paid for by the retirement of certain indebtedness of the Issuer held by Arnos, Barberry, and High River. Hopper may, by virtue of its ownership of 100% of the general partnership interest in High River, be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all other purposes. Barberry may, by virtue of its ownership of 100% of the membership interest in Hopper, be deemed to beneficially own the securities as to which Hopper possesses indirect beneficial ownership.

F1 · ownership.nature: On July 25, 2008, Arnos Corp. ("Arnos"), Barberry Corp. ("Barberry"), and High River Limited Partnership ("High River") purchased in a private placement 453,535, 40,496, and 60,969 shares, respectively, of 7% Class B Convertible Preferred Stock (the "Class B Stock") of XO Holdings, Inc. ("XO") at a purchase price of $1,000 per share and ACF Industries Holding Corp. ("ACF") purchased 225,000 shares of 9.5% Class C Perpetual Preferred Stock (the "Class C Stock") of XO at a purchase price of $1,000 per share. At any time following July 25, 2009 (subject to extension for up to 90 days), each share of Class B Stock is initially convertible, at the option of the holder, at $1.50 per share into 666.667 shares of Common Stock of XO. Each share of Class B stock votes on an as-converted basis with the Common Stock.

F2 · ownership.nature: The shares of Class C Stock are not convertible into shares of Common Stock of XO, but each share of Class C Stock is entitled to 666.667 votes per share and votes with the Common Stock. There is no expiration date for the Class B stock. Approximately $450,758,015 of the aggregate purchase price for the Class B stock was paid for by the retirement of certain indebtedness of the Issuer held by Arnos, Barberry, and High River. Hopper may, by virtue of its ownership of 100% of the general partnership interest in High River, be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all other purposes. Barberry may, by virtue of its ownership of 100% of the membership interest in Hopper, be deemed to beneficially own the securities as to which Hopper possesses indirect beneficial ownership.

F3 · ownership.nature: Barberry disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Barberry, be deemed to beneficially own the securities as to which Barberry possesses direct or indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes. Unicorn may, by virtue of its ownership of 100% of the interest in Arnos, be deemed to beneficially own the securities as to which Arnos possesses direct beneficial ownership. Unicorn disclaims beneficial ownership of such securities for all other purposes. ACF Holding may, by virtue of its ownership of approximately 98% of the interest in Cardiff and 100% of the interest in Unicorn, be deemed to beneficially own the securities as to which Cardiff possesses direct beneficial ownership and Unicorn possesses indirect beneficial ownership.

F4 · ownership.nature: ACF Holding disclaims beneficial ownership of such securities for all other purposes. Highcrest may, by virtue of its ownership of 100% of the interest in ACF Holding, be deemed to beneficially own the securities as to which ACF Holding possesses direct or indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.

F5 · ownership.nature: Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F6 · ownership.nature: Please reference Form 4 filing dated July 29, 2008, filed separately by Mr. Icahn and Unicorn.

SEC source: 0000928475-08-000284 · form4072508_ex.xml · nonDerivative · entry 1

ICAHN CARL C · CIK 0000921669 · Director · CHAIRMAN OF THE BOARD · 10% owner

CARDIFF HOLDING LLC · CIK 0001324819 · 10% owner

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · 10% owner

HIGHCREST INVESTORS CORP · CIK 0000928475 · 10% owner

BUFFALO INVESTORS CORP · CIK 0001015071 · 10% owner

STARFIRE HOLDING CORP · CIK 0001008814 · 10% owner

ARNOS CORP · CIK 0001265024 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

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: 225,000

F1 · shares: On July 25, 2008, Arnos Corp. ("Arnos"), Barberry Corp. ("Barberry"), and High River Limited Partnership ("High River") purchased in a private placement 453,535, 40,496, and 60,969 shares, respectively, of 7% Class B Convertible Preferred Stock (the "Class B Stock") of XO Holdings, Inc. ("XO") at a purchase price of $1,000 per share and ACF Industries Holding Corp. ("ACF") purchased 225,000 shares of 9.5% Class C Perpetual Preferred Stock (the "Class C Stock") of XO at a purchase price of $1,000 per share. At any time following July 25, 2009 (subject to extension for up to 90 days), each share of Class B Stock is initially convertible, at the option of the holder, at $1.50 per share into 666.667 shares of Common Stock of XO. Each share of Class B stock votes on an as-converted basis with the Common Stock.

F2 · shares: The shares of Class C Stock are not convertible into shares of Common Stock of XO, but each share of Class C Stock is entitled to 666.667 votes per share and votes with the Common Stock. There is no expiration date for the Class B stock. Approximately $450,758,015 of the aggregate purchase price for the Class B stock was paid for by the retirement of certain indebtedness of the Issuer held by Arnos, Barberry, and High River. Hopper may, by virtue of its ownership of 100% of the general partnership interest in High River, be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all other purposes. Barberry may, by virtue of its ownership of 100% of the membership interest in Hopper, be deemed to beneficially own the securities as to which Hopper possesses indirect beneficial ownership.

F3 · shares: Barberry disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Barberry, be deemed to beneficially own the securities as to which Barberry possesses direct or indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes. Unicorn may, by virtue of its ownership of 100% of the interest in Arnos, be deemed to beneficially own the securities as to which Arnos possesses direct beneficial ownership. Unicorn disclaims beneficial ownership of such securities for all other purposes. ACF Holding may, by virtue of its ownership of approximately 98% of the interest in Cardiff and 100% of the interest in Unicorn, be deemed to beneficially own the securities as to which Cardiff possesses direct beneficial ownership and Unicorn possesses indirect beneficial ownership.

F4 · shares: ACF Holding disclaims beneficial ownership of such securities for all other purposes. Highcrest may, by virtue of its ownership of 100% of the interest in ACF Holding, be deemed to beneficially own the securities as to which ACF Holding possesses direct or indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.

F5 · shares: Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F6 · shares: Please reference Form 4 filing dated July 29, 2008, filed separately by Mr. Icahn and Unicorn.

F1 · price: On July 25, 2008, Arnos Corp. ("Arnos"), Barberry Corp. ("Barberry"), and High River Limited Partnership ("High River") purchased in a private placement 453,535, 40,496, and 60,969 shares, respectively, of 7% Class B Convertible Preferred Stock (the "Class B Stock") of XO Holdings, Inc. ("XO") at a purchase price of $1,000 per share and ACF Industries Holding Corp. ("ACF") purchased 225,000 shares of 9.5% Class C Perpetual Preferred Stock (the "Class C Stock") of XO at a purchase price of $1,000 per share. At any time following July 25, 2009 (subject to extension for up to 90 days), each share of Class B Stock is initially convertible, at the option of the holder, at $1.50 per share into 666.667 shares of Common Stock of XO. Each share of Class B stock votes on an as-converted basis with the Common Stock.

F2 · price: The shares of Class C Stock are not convertible into shares of Common Stock of XO, but each share of Class C Stock is entitled to 666.667 votes per share and votes with the Common Stock. There is no expiration date for the Class B stock. Approximately $450,758,015 of the aggregate purchase price for the Class B stock was paid for by the retirement of certain indebtedness of the Issuer held by Arnos, Barberry, and High River. Hopper may, by virtue of its ownership of 100% of the general partnership interest in High River, be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all other purposes. Barberry may, by virtue of its ownership of 100% of the membership interest in Hopper, be deemed to beneficially own the securities as to which Hopper possesses indirect beneficial ownership.

F3 · price: Barberry disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Barberry, be deemed to beneficially own the securities as to which Barberry possesses direct or indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes. Unicorn may, by virtue of its ownership of 100% of the interest in Arnos, be deemed to beneficially own the securities as to which Arnos possesses direct beneficial ownership. Unicorn disclaims beneficial ownership of such securities for all other purposes. ACF Holding may, by virtue of its ownership of approximately 98% of the interest in Cardiff and 100% of the interest in Unicorn, be deemed to beneficially own the securities as to which Cardiff possesses direct beneficial ownership and Unicorn possesses indirect beneficial ownership.

F4 · price: ACF Holding disclaims beneficial ownership of such securities for all other purposes. Highcrest may, by virtue of its ownership of 100% of the interest in ACF Holding, be deemed to beneficially own the securities as to which ACF Holding possesses direct or indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.

F5 · price: Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F6 · price: Please reference Form 4 filing dated July 29, 2008, filed separately by Mr. Icahn and Unicorn.

F1 · balance_after: On July 25, 2008, Arnos Corp. ("Arnos"), Barberry Corp. ("Barberry"), and High River Limited Partnership ("High River") purchased in a private placement 453,535, 40,496, and 60,969 shares, respectively, of 7% Class B Convertible Preferred Stock (the "Class B Stock") of XO Holdings, Inc. ("XO") at a purchase price of $1,000 per share and ACF Industries Holding Corp. ("ACF") purchased 225,000 shares of 9.5% Class C Perpetual Preferred Stock (the "Class C Stock") of XO at a purchase price of $1,000 per share. At any time following July 25, 2009 (subject to extension for up to 90 days), each share of Class B Stock is initially convertible, at the option of the holder, at $1.50 per share into 666.667 shares of Common Stock of XO. Each share of Class B stock votes on an as-converted basis with the Common Stock.

F2 · balance_after: The shares of Class C Stock are not convertible into shares of Common Stock of XO, but each share of Class C Stock is entitled to 666.667 votes per share and votes with the Common Stock. There is no expiration date for the Class B stock. Approximately $450,758,015 of the aggregate purchase price for the Class B stock was paid for by the retirement of certain indebtedness of the Issuer held by Arnos, Barberry, and High River. Hopper may, by virtue of its ownership of 100% of the general partnership interest in High River, be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all other purposes. Barberry may, by virtue of its ownership of 100% of the membership interest in Hopper, be deemed to beneficially own the securities as to which Hopper possesses indirect beneficial ownership.

F1 · ownership.nature: On July 25, 2008, Arnos Corp. ("Arnos"), Barberry Corp. ("Barberry"), and High River Limited Partnership ("High River") purchased in a private placement 453,535, 40,496, and 60,969 shares, respectively, of 7% Class B Convertible Preferred Stock (the "Class B Stock") of XO Holdings, Inc. ("XO") at a purchase price of $1,000 per share and ACF Industries Holding Corp. ("ACF") purchased 225,000 shares of 9.5% Class C Perpetual Preferred Stock (the "Class C Stock") of XO at a purchase price of $1,000 per share. At any time following July 25, 2009 (subject to extension for up to 90 days), each share of Class B Stock is initially convertible, at the option of the holder, at $1.50 per share into 666.667 shares of Common Stock of XO. Each share of Class B stock votes on an as-converted basis with the Common Stock.

F2 · ownership.nature: The shares of Class C Stock are not convertible into shares of Common Stock of XO, but each share of Class C Stock is entitled to 666.667 votes per share and votes with the Common Stock. There is no expiration date for the Class B stock. Approximately $450,758,015 of the aggregate purchase price for the Class B stock was paid for by the retirement of certain indebtedness of the Issuer held by Arnos, Barberry, and High River. Hopper may, by virtue of its ownership of 100% of the general partnership interest in High River, be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all other purposes. Barberry may, by virtue of its ownership of 100% of the membership interest in Hopper, be deemed to beneficially own the securities as to which Hopper possesses indirect beneficial ownership.

F3 · ownership.nature: Barberry disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Barberry, be deemed to beneficially own the securities as to which Barberry possesses direct or indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes. Unicorn may, by virtue of its ownership of 100% of the interest in Arnos, be deemed to beneficially own the securities as to which Arnos possesses direct beneficial ownership. Unicorn disclaims beneficial ownership of such securities for all other purposes. ACF Holding may, by virtue of its ownership of approximately 98% of the interest in Cardiff and 100% of the interest in Unicorn, be deemed to beneficially own the securities as to which Cardiff possesses direct beneficial ownership and Unicorn possesses indirect beneficial ownership.

F4 · ownership.nature: ACF Holding disclaims beneficial ownership of such securities for all other purposes. Highcrest may, by virtue of its ownership of 100% of the interest in ACF Holding, be deemed to beneficially own the securities as to which ACF Holding possesses direct or indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.

F5 · ownership.nature: Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F6 · ownership.nature: Please reference Form 4 filing dated July 29, 2008, filed separately by Mr. Icahn and Unicorn.

SEC source: 0000928475-08-000246 · form4070308_ex.xml · nonDerivative · entry 1

ICAHN CARL C · CIK 0000921669 · Director · 10% owner · please see all footnotes

THORNWOOD ASSOCIATES LP · CIK 0001257325 · 10% owner · please see all footnotes

BARBERRY CORP. · CIK 0000860851 · 10% owner · please see all footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · 10% owner · please see all footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · 10% owner · please see all footnotes

BECKTON CORP · CIK 0001080113 · 10% owner · please see all footnotes

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: 75,241,924

F6 · kind: As a result of the transactions consummated pursuant to the Stock Purchase Agreement dated as of July 3, 2008, among Thornwood, FM Holdings, Icahn Enterprises Holdings and Barberry, 50,750,000 of the Shares formerly held by Thornwood are now held by FM Holdings.

F6 · shares: As a result of the transactions consummated pursuant to the Stock Purchase Agreement dated as of July 3, 2008, among Thornwood, FM Holdings, Icahn Enterprises Holdings and Barberry, 50,750,000 of the Shares formerly held by Thornwood are now held by FM Holdings.

F6 · price: As a result of the transactions consummated pursuant to the Stock Purchase Agreement dated as of July 3, 2008, among Thornwood, FM Holdings, Icahn Enterprises Holdings and Barberry, 50,750,000 of the Shares formerly held by Thornwood are now held by FM Holdings.

F6 · acquired: As a result of the transactions consummated pursuant to the Stock Purchase Agreement dated as of July 3, 2008, among Thornwood, FM Holdings, Icahn Enterprises Holdings and Barberry, 50,750,000 of the Shares formerly held by Thornwood are now held by FM Holdings.

F1 · balance_after: Thornwood Associates Limited Partnership ("Thornwood") directly beneficially owns 24,491,924 Shares. Barberry Corp. ("Barberry") is the general partner of Thornwood. Barberry is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the foregoing entities. Each of Barberry (by virtue of its relationship to Thornwood) and Mr. Icahn (by virtue of his relationship to Barberry), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Thornwood owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F2 · balance_after: IEH FM Holdings LLC ("FM Holdings") directly beneficially owns 50,750,000 Shares. Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the sole member of FM Holdings. Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP") is the general partner of Icahn Enterprises Holdings. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises GP. Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the foregoing entities.

F3 · balance_after: In addition, Mr. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises L.P. ("Icahn Enterprises"). Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings.

F4 · balance_after: Each of Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton (by virtue of their relationship to FM Holdings) and Mr. Icahn (by virtue of his relationship to Beckton), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which FM Holdings owns. Each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · balance_after: Does not include 34,798 Shares owned by Gail Golden, the spouse of Mr. Icahn. Mr. Icahn, by virtue of his relationship to Ms. Golden, may be deemed to beneficially own such Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

F6 · balance_after: As a result of the transactions consummated pursuant to the Stock Purchase Agreement dated as of July 3, 2008, among Thornwood, FM Holdings, Icahn Enterprises Holdings and Barberry, 50,750,000 of the Shares formerly held by Thornwood are now held by FM Holdings.

F1 · ownership.nature: Thornwood Associates Limited Partnership ("Thornwood") directly beneficially owns 24,491,924 Shares. Barberry Corp. ("Barberry") is the general partner of Thornwood. Barberry is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the foregoing entities. Each of Barberry (by virtue of its relationship to Thornwood) and Mr. Icahn (by virtue of his relationship to Barberry), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Thornwood owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F2 · ownership.nature: IEH FM Holdings LLC ("FM Holdings") directly beneficially owns 50,750,000 Shares. Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the sole member of FM Holdings. Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP") is the general partner of Icahn Enterprises Holdings. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises GP. Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the foregoing entities.

F3 · ownership.nature: In addition, Mr. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises L.P. ("Icahn Enterprises"). Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings.

F4 · ownership.nature: Each of Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton (by virtue of their relationship to FM Holdings) and Mr. Icahn (by virtue of his relationship to Beckton), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which FM Holdings owns. Each of Icahn Enterprises Holdings, 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: Does not include 34,798 Shares owned by Gail Golden, the spouse of Mr. Icahn. Mr. Icahn, by virtue of his relationship to Ms. Golden, may be deemed to beneficially own such Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0000928475-08-000121 · form4043008i_ex.xml · nonDerivative · entry 2

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · 10% owner · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · 10% owner · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · 10% owner · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · 10% owner · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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: Icahn Partners, Icahn Capital, Icahn Master, Icahn Master II, and Icahn Master III.

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: Icahn Partners, Icahn Capital, Icahn Master, Icahn Master II, and Icahn Master III.

SEC source: 0000928475-08-000121 · form4043008i_ex.xml · nonDerivative · entry 1

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · 10% owner · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · 10% owner · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · 10% owner · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · 10% owner · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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: Icahn Partners, Icahn Capital, Icahn Master, Icahn Master II, and Icahn Master III.

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: Icahn Partners, Icahn Capital, Icahn Master, Icahn Master II, and Icahn Master III.

SEC source: 0000928475-08-000110 · form4042208i_ex.xml · nonDerivative · entry 3

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · 10% owner · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · 10% owner · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · 10% owner · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · 10% owner · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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. April 22, 2008, for the name, address, and signature of each of the following Reporting Persons: Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III, and Icahn Capital.

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. April 22, 2008, for the name, address, and signature of each of the following Reporting Persons: Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III, and Icahn Capital.

SEC source: 0000928475-08-000110 · form4042208i_ex.xml · nonDerivative · entry 2

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · 10% owner · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · 10% owner · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · 10% owner · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · 10% owner · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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. April 22, 2008, for the name, address, and signature of each of the following Reporting Persons: Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III, and Icahn Capital.

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. April 22, 2008, for the name, address, and signature of each of the following Reporting Persons: Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III, and Icahn Capital.

SEC source: 0000928475-08-000110 · form4042208i_ex.xml · nonDerivative · entry 1

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · 10% owner · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · 10% owner · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · 10% owner · see footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · 10% owner · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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. April 22, 2008, for the name, address, and signature of each of the following Reporting Persons: Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III, and Icahn Capital.

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. April 22, 2008, for the name, address, and signature of each of the following Reporting Persons: Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III, and Icahn Capital.

SEC source: 0000928475-08-000088 · form4022608cci_ex.xml · derivative · entry 2

ICAHN CARL C · CIK 0000921669 · Director · 10% owner · see footnotes 1 - 4

THORNWOOD ASSOCIATES LP · CIK 0001257325 · 10% owner · see footnotes 1 - 4

BARBERRY CORP. · CIK 0000860851 · see footnotes 1 - 4

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 · 50,100,000 shares

Expires not disclosed

F3 · security: On February 25, 2008, Thornwood exercised in full the options set forth in the Option Agreement (as defined in the Form 3 filed by Thornwood and affiliates on January 7, 2008 (the "Form 3")). The description of the terms of the Option Agreement set forth in footnotes 4 and 5 to the Form 3 is incorporated herein by reference. Pursuant to the Option Agreement, Thornwood acquired from the Trust (as defined in the Form 3) 50,100,000 shares of Class B Common stock of FMO, which automatically converted into Shares upon exercise of the options. The aggregate purchase price was $900 million, of which: (i) $400 million was satisfied with a 7-year unsecured promissory note from Thornwood, bearing interest at a fixed rate equal to 4.03969% per annum; (ii) $125 million was satisfied through the discharge by an affiliate of Thornwood of a 60-day interest-free secured loan to the Trust; and (iii) $375 million was paid in cash by Thornwood to the Trust.

F4 · security: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F3 · derivative.exercise_price: On February 25, 2008, Thornwood exercised in full the options set forth in the Option Agreement (as defined in the Form 3 filed by Thornwood and affiliates on January 7, 2008 (the "Form 3")). The description of the terms of the Option Agreement set forth in footnotes 4 and 5 to the Form 3 is incorporated herein by reference. Pursuant to the Option Agreement, Thornwood acquired from the Trust (as defined in the Form 3) 50,100,000 shares of Class B Common stock of FMO, which automatically converted into Shares upon exercise of the options. The aggregate purchase price was $900 million, of which: (i) $400 million was satisfied with a 7-year unsecured promissory note from Thornwood, bearing interest at a fixed rate equal to 4.03969% per annum; (ii) $125 million was satisfied through the discharge by an affiliate of Thornwood of a 60-day interest-free secured loan to the Trust; and (iii) $375 million was paid in cash by Thornwood to the Trust.

F4 · derivative.exercise_price: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F3 · kind: On February 25, 2008, Thornwood exercised in full the options set forth in the Option Agreement (as defined in the Form 3 filed by Thornwood and affiliates on January 7, 2008 (the "Form 3")). The description of the terms of the Option Agreement set forth in footnotes 4 and 5 to the Form 3 is incorporated herein by reference. Pursuant to the Option Agreement, Thornwood acquired from the Trust (as defined in the Form 3) 50,100,000 shares of Class B Common stock of FMO, which automatically converted into Shares upon exercise of the options. The aggregate purchase price was $900 million, of which: (i) $400 million was satisfied with a 7-year unsecured promissory note from Thornwood, bearing interest at a fixed rate equal to 4.03969% per annum; (ii) $125 million was satisfied through the discharge by an affiliate of Thornwood of a 60-day interest-free secured loan to the Trust; and (iii) $375 million was paid in cash by Thornwood to the Trust.

F4 · kind: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F3 · shares: On February 25, 2008, Thornwood exercised in full the options set forth in the Option Agreement (as defined in the Form 3 filed by Thornwood and affiliates on January 7, 2008 (the "Form 3")). The description of the terms of the Option Agreement set forth in footnotes 4 and 5 to the Form 3 is incorporated herein by reference. Pursuant to the Option Agreement, Thornwood acquired from the Trust (as defined in the Form 3) 50,100,000 shares of Class B Common stock of FMO, which automatically converted into Shares upon exercise of the options. The aggregate purchase price was $900 million, of which: (i) $400 million was satisfied with a 7-year unsecured promissory note from Thornwood, bearing interest at a fixed rate equal to 4.03969% per annum; (ii) $125 million was satisfied through the discharge by an affiliate of Thornwood of a 60-day interest-free secured loan to the Trust; and (iii) $375 million was paid in cash by Thornwood to the Trust.

F4 · shares: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F3 · price: On February 25, 2008, Thornwood exercised in full the options set forth in the Option Agreement (as defined in the Form 3 filed by Thornwood and affiliates on January 7, 2008 (the "Form 3")). The description of the terms of the Option Agreement set forth in footnotes 4 and 5 to the Form 3 is incorporated herein by reference. Pursuant to the Option Agreement, Thornwood acquired from the Trust (as defined in the Form 3) 50,100,000 shares of Class B Common stock of FMO, which automatically converted into Shares upon exercise of the options. The aggregate purchase price was $900 million, of which: (i) $400 million was satisfied with a 7-year unsecured promissory note from Thornwood, bearing interest at a fixed rate equal to 4.03969% per annum; (ii) $125 million was satisfied through the discharge by an affiliate of Thornwood of a 60-day interest-free secured loan to the Trust; and (iii) $375 million was paid in cash by Thornwood to the Trust.

F4 · price: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F3 · derivative.exercise_date: On February 25, 2008, Thornwood exercised in full the options set forth in the Option Agreement (as defined in the Form 3 filed by Thornwood and affiliates on January 7, 2008 (the "Form 3")). The description of the terms of the Option Agreement set forth in footnotes 4 and 5 to the Form 3 is incorporated herein by reference. Pursuant to the Option Agreement, Thornwood acquired from the Trust (as defined in the Form 3) 50,100,000 shares of Class B Common stock of FMO, which automatically converted into Shares upon exercise of the options. The aggregate purchase price was $900 million, of which: (i) $400 million was satisfied with a 7-year unsecured promissory note from Thornwood, bearing interest at a fixed rate equal to 4.03969% per annum; (ii) $125 million was satisfied through the discharge by an affiliate of Thornwood of a 60-day interest-free secured loan to the Trust; and (iii) $375 million was paid in cash by Thornwood to the Trust.

F4 · derivative.exercise_date: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F3 · derivative.expiration_date: On February 25, 2008, Thornwood exercised in full the options set forth in the Option Agreement (as defined in the Form 3 filed by Thornwood and affiliates on January 7, 2008 (the "Form 3")). The description of the terms of the Option Agreement set forth in footnotes 4 and 5 to the Form 3 is incorporated herein by reference. Pursuant to the Option Agreement, Thornwood acquired from the Trust (as defined in the Form 3) 50,100,000 shares of Class B Common stock of FMO, which automatically converted into Shares upon exercise of the options. The aggregate purchase price was $900 million, of which: (i) $400 million was satisfied with a 7-year unsecured promissory note from Thornwood, bearing interest at a fixed rate equal to 4.03969% per annum; (ii) $125 million was satisfied through the discharge by an affiliate of Thornwood of a 60-day interest-free secured loan to the Trust; and (iii) $375 million was paid in cash by Thornwood to the Trust.

F4 · derivative.expiration_date: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F3 · derivative.underlying_shares: On February 25, 2008, Thornwood exercised in full the options set forth in the Option Agreement (as defined in the Form 3 filed by Thornwood and affiliates on January 7, 2008 (the "Form 3")). The description of the terms of the Option Agreement set forth in footnotes 4 and 5 to the Form 3 is incorporated herein by reference. Pursuant to the Option Agreement, Thornwood acquired from the Trust (as defined in the Form 3) 50,100,000 shares of Class B Common stock of FMO, which automatically converted into Shares upon exercise of the options. The aggregate purchase price was $900 million, of which: (i) $400 million was satisfied with a 7-year unsecured promissory note from Thornwood, bearing interest at a fixed rate equal to 4.03969% per annum; (ii) $125 million was satisfied through the discharge by an affiliate of Thornwood of a 60-day interest-free secured loan to the Trust; and (iii) $375 million was paid in cash by Thornwood to the Trust.

F4 · derivative.underlying_shares: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F1 · ownership.nature: Thornwood Associates Limited Partnership ("Thornwood") directly beneficially owns 75,241,924 Shares. Barberry Corp. ("Barberry") is the general partner of Thornwood. Barberry is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the foregoing entities. Each of Barberry (by virtue of its relationship to Thornwood) and Mr. Icahn (by virtue of his relationship to Barberry), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Thornwood owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F2 · ownership.nature: Does not include 34,798 Shares owned by Gail Golden, the spouse of Mr. Icahn. Mr. Icahn, by virtue of his relationship to Ms. Golden, may be deemed to beneficially own such Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0000928475-08-000088 · form4022608cci_ex.xml · nonDerivative · entry 1

ICAHN CARL C · CIK 0000921669 · Director · 10% owner · see footnotes 1 - 4

THORNWOOD ASSOCIATES LP · CIK 0001257325 · 10% owner · see footnotes 1 - 4

BARBERRY CORP. · CIK 0000860851 · see footnotes 1 - 4

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: 75,241,924

F3 · kind: On February 25, 2008, Thornwood exercised in full the options set forth in the Option Agreement (as defined in the Form 3 filed by Thornwood and affiliates on January 7, 2008 (the "Form 3")). The description of the terms of the Option Agreement set forth in footnotes 4 and 5 to the Form 3 is incorporated herein by reference. Pursuant to the Option Agreement, Thornwood acquired from the Trust (as defined in the Form 3) 50,100,000 shares of Class B Common stock of FMO, which automatically converted into Shares upon exercise of the options. The aggregate purchase price was $900 million, of which: (i) $400 million was satisfied with a 7-year unsecured promissory note from Thornwood, bearing interest at a fixed rate equal to 4.03969% per annum; (ii) $125 million was satisfied through the discharge by an affiliate of Thornwood of a 60-day interest-free secured loan to the Trust; and (iii) $375 million was paid in cash by Thornwood to the Trust.

F4 · kind: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F3 · shares: On February 25, 2008, Thornwood exercised in full the options set forth in the Option Agreement (as defined in the Form 3 filed by Thornwood and affiliates on January 7, 2008 (the "Form 3")). The description of the terms of the Option Agreement set forth in footnotes 4 and 5 to the Form 3 is incorporated herein by reference. Pursuant to the Option Agreement, Thornwood acquired from the Trust (as defined in the Form 3) 50,100,000 shares of Class B Common stock of FMO, which automatically converted into Shares upon exercise of the options. The aggregate purchase price was $900 million, of which: (i) $400 million was satisfied with a 7-year unsecured promissory note from Thornwood, bearing interest at a fixed rate equal to 4.03969% per annum; (ii) $125 million was satisfied through the discharge by an affiliate of Thornwood of a 60-day interest-free secured loan to the Trust; and (iii) $375 million was paid in cash by Thornwood to the Trust.

F4 · shares: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F3 · price: On February 25, 2008, Thornwood exercised in full the options set forth in the Option Agreement (as defined in the Form 3 filed by Thornwood and affiliates on January 7, 2008 (the "Form 3")). The description of the terms of the Option Agreement set forth in footnotes 4 and 5 to the Form 3 is incorporated herein by reference. Pursuant to the Option Agreement, Thornwood acquired from the Trust (as defined in the Form 3) 50,100,000 shares of Class B Common stock of FMO, which automatically converted into Shares upon exercise of the options. The aggregate purchase price was $900 million, of which: (i) $400 million was satisfied with a 7-year unsecured promissory note from Thornwood, bearing interest at a fixed rate equal to 4.03969% per annum; (ii) $125 million was satisfied through the discharge by an affiliate of Thornwood of a 60-day interest-free secured loan to the Trust; and (iii) $375 million was paid in cash by Thornwood to the Trust.

F4 · price: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F1 · balance_after: Thornwood Associates Limited Partnership ("Thornwood") directly beneficially owns 75,241,924 Shares. Barberry Corp. ("Barberry") is the general partner of Thornwood. Barberry is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the foregoing entities. Each of Barberry (by virtue of its relationship to Thornwood) and Mr. Icahn (by virtue of his relationship to Barberry), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Thornwood owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F2 · balance_after: Does not include 34,798 Shares owned by Gail Golden, the spouse of Mr. Icahn. Mr. Icahn, by virtue of his relationship to Ms. Golden, may be deemed to beneficially own such Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

F4 · balance_after: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F1 · ownership.nature: Thornwood Associates Limited Partnership ("Thornwood") directly beneficially owns 75,241,924 Shares. Barberry Corp. ("Barberry") is the general partner of Thornwood. Barberry is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the foregoing entities. Each of Barberry (by virtue of its relationship to Thornwood) and Mr. Icahn (by virtue of his relationship to Barberry), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Thornwood owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F2 · ownership.nature: Does not include 34,798 Shares owned by Gail Golden, the spouse of Mr. Icahn. Mr. Icahn, by virtue of his relationship to Ms. Golden, may be deemed to beneficially own such Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0000928475-07-000387 · form4121207a_ex.xml · derivative · entry 30

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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 first part of a 6-part filing.

SEC source: 0000928475-07-000387 · form4121207a_ex.xml · derivative · entry 29

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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 first part of a 6-part filing.

SEC source: 0000928475-07-000387 · form4121207a_ex.xml · derivative · entry 28

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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 first part of a 6-part filing.

SEC source: 0000928475-07-000387 · form4121207a_ex.xml · derivative · entry 27

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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 first part of a 6-part filing.

SEC source: 0000928475-07-000387 · form4121207a_ex.xml · derivative · entry 26

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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 first part of a 6-part filing.

SEC source: 0000928475-07-000387 · form4121207a_ex.xml · derivative · entry 25

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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 first part of a 6-part filing.

SEC source: 0000928475-07-000387 · form4121207a_ex.xml · derivative · entry 24

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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 first part of a 6-part filing.

SEC source: 0000928475-07-000387 · form4121207a_ex.xml · derivative · entry 23

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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 first part of a 6-part filing.

SEC source: 0000928475-07-000387 · form4121207a_ex.xml · derivative · entry 22

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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 first part of a 6-part filing.

SEC source: 0000928475-07-000387 · form4121207a_ex.xml · derivative · entry 21

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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 first part of a 6-part filing.

SEC source: 0000928475-07-000387 · form4121207a_ex.xml · nonDerivative · entry 20

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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 first part of a 6-part filing.

SEC source: 0000928475-07-000387 · form4121207a_ex.xml · nonDerivative · entry 19

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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 first part of a 6-part filing.

SEC source: 0000928475-07-000387 · form4121207a_ex.xml · nonDerivative · entry 18

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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 first part of a 6-part filing.

SEC source: 0000928475-07-000387 · form4121207a_ex.xml · nonDerivative · entry 17

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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 first part of a 6-part filing.

SEC source: 0000928475-07-000387 · form4121207a_ex.xml · nonDerivative · entry 16

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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 first part of a 6-part filing.

SEC source: 0000928475-07-000387 · form4121207a_ex.xml · nonDerivative · entry 15

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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 first part of a 6-part filing.

SEC source: 0000928475-07-000387 · form4121207a_ex.xml · nonDerivative · entry 14

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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 first part of a 6-part filing.

SEC source: 0000928475-07-000387 · form4121207a_ex.xml · nonDerivative · entry 13

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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 first part of a 6-part filing.

SEC source: 0000928475-07-000387 · form4121207a_ex.xml · nonDerivative · entry 12

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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 first part of a 6-part filing.

SEC source: 0000928475-07-000387 · form4121207a_ex.xml · nonDerivative · entry 11

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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 first part of a 6-part filing.

SEC source: 0000928475-07-000387 · form4121207a_ex.xml · nonDerivative · entry 10

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

BARBERRY CORP. · CIK 0000860851 · see footnotes

BECKTON CORP · CIK 0001080113 · see footnotes

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes

Hopper Investments LLC · CIK 0001322824 · see footnotes

IPH GP LLC · CIK 0001412091 · see footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes

ICAHN CAPITAL LP · CIK 0001412093 · see footnotes

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes

ICAHN ONSHORE LP · CIK 0001322826 · 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 first part of a 6-part filing.