ICAHN OFFSHORE LP

SEC source: 0000928475-07-000391 · form4121207c_ex.xml · derivative · 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: 0

Underlying: Common Stock · 96,660 shares

Expires 2008-12-17

F13 · kind: On December 11, 2007, Icahn Master and the applicable counterparty settled a Swap entered into by such parties on January 11, 2007. In accordance with the terms of such Swap, Icahn Master paid to the applicable counterparty an amount representing, for each of the 96,660 Shares subject to this Swap, the decrease between $19.80 (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, Icahn Master and the applicable counterparty settled a Swap entered into by such parties on January 11, 2007. In accordance with the terms of such Swap, Icahn Master paid to the applicable counterparty an amount representing, for each of the 96,660 Shares subject to this Swap, the decrease between $19.80 (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, Icahn Master and the applicable counterparty settled a Swap entered into by such parties on January 11, 2007. In accordance with the terms of such Swap, Icahn Master paid to the applicable counterparty an amount representing, for each of the 96,660 Shares subject to this Swap, the decrease between $19.80 (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") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto.

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 share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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 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 or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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.

F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing.

SEC source: 0000928475-07-000391 · form4121207c_ex.xml · derivative · 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: 96,600

Underlying: Common Stock · 205,853 shares

Expires 2008-12-17

F12 · kind: On December 11, 2007, Icahn Master and the applicable counterparty settled a Swap entered into by such parties on January 10, 2007. In accordance with the terms of such Swap, Icahn Master paid to the applicable counterparty an amount representing, for each of the 205,853 Shares subject to this Swap, the decrease between $19.45 (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, Icahn Master and the applicable counterparty settled a Swap entered into by such parties on January 10, 2007. In accordance with the terms of such Swap, Icahn Master paid to the applicable counterparty an amount representing, for each of the 205,853 Shares subject to this Swap, the decrease between $19.45 (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, Icahn Master and the applicable counterparty settled a Swap entered into by such parties on January 10, 2007. In accordance with the terms of such Swap, Icahn Master paid to the applicable counterparty an amount representing, for each of the 205,853 Shares subject to this Swap, the decrease between $19.45 (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") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto.

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 share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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 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 or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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.

F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing.

SEC source: 0000928475-07-000391 · form4121207c_ex.xml · derivative · 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: 302,513

Underlying: Common Stock · 1,000 shares

Expires 2008-12-17

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 December 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 1,000 Shares subject to this Swap, the decrease between $17.62 (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 December 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 1,000 Shares subject to this Swap, the decrease between $17.62 (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 December 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 1,000 Shares subject to this Swap, the decrease between $17.62 (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") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto.

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 share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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 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 or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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.

F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing.

SEC source: 0000928475-07-000391 · form4121207c_ex.xml · derivative · 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: 303,513

Underlying: Common Stock · 269,300 shares

Expires 2008-12-17

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 December 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 269,300 Shares subject to this Swap, the decrease between $17.37 (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 December 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 269,300 Shares subject to this Swap, the decrease between $17.37 (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 December 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 269,300 Shares subject to this Swap, the decrease between $17.37 (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") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto.

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 share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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 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 or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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.

F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing.

SEC source: 0000928475-07-000391 · form4121207c_ex.xml · derivative · 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: 572,813

Underlying: Common Stock · 265,000 shares

Expires 2008-12-17

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 December 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 265,000 Shares subject to this Swap, the decrease between $18.01 (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 December 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 265,000 Shares subject to this Swap, the decrease between $18.01 (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 December 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 265,000 Shares subject to this Swap, the decrease between $18.01 (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") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto.

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 share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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 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 or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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.

F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing.

SEC source: 0000928475-07-000391 · form4121207c_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

F13 · price: On December 11, 2007, Icahn Master and the applicable counterparty settled a Swap entered into by such parties on January 11, 2007. In accordance with the terms of such Swap, Icahn Master paid to the applicable counterparty an amount representing, for each of the 96,660 Shares subject to this Swap, the decrease between $19.80 (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") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto.

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 share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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 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 or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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.

F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing.

SEC source: 0000928475-07-000391 · form4121207c_ex.xml · nonDerivative · entry 9

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: 6,196,683

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") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto.

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 share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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 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 or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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.

F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing.

SEC source: 0000928475-07-000391 · form4121207c_ex.xml · nonDerivative · entry 8

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, Icahn Master and the applicable counterparty settled a Swap entered into by such parties on January 10, 2007. In accordance with the terms of such Swap, Icahn Master paid to the applicable counterparty an amount representing, for each of the 205,853 Shares subject to this Swap, the decrease between $19.45 (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") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto.

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 share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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 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 or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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.

F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing.

SEC source: 0000928475-07-000391 · form4121207c_ex.xml · nonDerivative · entry 7

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: 6,305,876

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") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto.

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 share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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 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 or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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.

F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing.

SEC source: 0000928475-07-000391 · form4121207c_ex.xml · nonDerivative · entry 6

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

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 December 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 1,000 Shares subject to this Swap, the decrease between $17.62 (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") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto.

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 share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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 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 or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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.

F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing.

SEC source: 0000928475-07-000391 · form4121207c_ex.xml · nonDerivative · entry 5

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: 6,101,023

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") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto.

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 share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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 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 or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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.

F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing.

SEC source: 0000928475-07-000391 · form4121207c_ex.xml · nonDerivative · entry 4

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

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 December 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 269,300 Shares subject to this Swap, the decrease between $17.37 (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") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto.

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 share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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 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 or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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.

F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing.

SEC source: 0000928475-07-000391 · form4121207c_ex.xml · nonDerivative · entry 3

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: 6,369,323

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

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

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

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto.

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 share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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 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 or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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.

F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing.

SEC source: 0000928475-07-000391 · form4121207c_ex.xml · nonDerivative · entry 2

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

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 December 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 265,000 Shares subject to this Swap, the decrease between $18.01 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

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

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

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

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

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

F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto.

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 share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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 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 or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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.

F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing.

SEC source: 0000928475-07-000391 · form4121207c_ex.xml · nonDerivative · entry 1

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: 6,365,023

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") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto.

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 share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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 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 or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, 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.

F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing.

SEC source: 0000928475-07-000368 · bbiform4111907i_ex.xml · nonDerivative · entry 1

ICAHN CARL C · CIK 0000921669 · Director · 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: 20,560,117

F2 · price: On November 16, 2007, High River, Icahn Master II and Icahn Master III purchased for a price of $3.72 per Share, 334,140, 969,607 and 366,953 Class A Shares, respectively, for an aggregate consideration of $6,215,004 (including brokerage commissions paid for the purchase of such Shares) for the total of 1,670,700 Class A Shares.

F1 · ownership.direct: 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 Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding 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 each of Icahn Master, Icahn Master II and 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 this Form 4 as the "Reporting Persons."

F2 · ownership.direct: On November 16, 2007, High River, Icahn Master II and Icahn Master III purchased for a price of $3.72 per Share, 334,140, 969,607 and 366,953 Class A Shares, respectively, for an aggregate consideration of $6,215,004 (including brokerage commissions paid for the purchase of such Shares) for the total of 1,670,700 Class A Shares.

F3 · ownership.direct: Mr. Icahn owns individually only 26,676 Class A Shares.

F4 · ownership.direct: High River has sole voting power and sole dispositive power with regard to 3,208,688 Class A Shares. Each of Hopper, Barberry and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Barberry has sole voting power and sole dispositive power with regard to 898,000 Class A Shares. Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares.

F5 · ownership.direct: Icahn Master has sole voting power and sole dispositive power with regard to 7,381,540 Class A Shares. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master II has sole voting power and sole dispositive power with regard to 969,607 Class A Shares. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master III has sole voting power and sole dispositive power with regard to 366,953 Class A Shares.

F6 · ownership.direct: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 7,708,653 Class A Shares. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares.

F7 · ownership.direct: References to the number of Class A Shares assume the conversion into Class A Shares of the Preferred Shares held by all of the applicable Reporting Person.

F8 · ownership.direct: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Mr. Icahn by virtue of their relationships to Barberry (as disclosed in Item 2), is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Barberry directly beneficially owns.

F9 · ownership.direct: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master (as disclosed in Item 2), are 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 Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master II (as disclosed in Item 2), are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master II directly beneficially owns.

F10 · ownership.direct: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master III (as disclosed in Item 2), are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master III directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), 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.

F11 · ownership.direct: Each Reporting Person disclaims beneficial ownership of all and any Shares for all purposes, except to the extent of each such Reporting Person's pecuniary interest therein.

F1 · 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 Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding 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 each of Icahn Master, Icahn Master II and 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 this Form 4 as the "Reporting Persons."

F2 · ownership.nature: On November 16, 2007, High River, Icahn Master II and Icahn Master III purchased for a price of $3.72 per Share, 334,140, 969,607 and 366,953 Class A Shares, respectively, for an aggregate consideration of $6,215,004 (including brokerage commissions paid for the purchase of such Shares) for the total of 1,670,700 Class A Shares.

F3 · ownership.nature: Mr. Icahn owns individually only 26,676 Class A Shares.

F4 · ownership.nature: High River has sole voting power and sole dispositive power with regard to 3,208,688 Class A Shares. Each of Hopper, Barberry and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Barberry has sole voting power and sole dispositive power with regard to 898,000 Class A Shares. Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares.

F5 · ownership.nature: Icahn Master has sole voting power and sole dispositive power with regard to 7,381,540 Class A Shares. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master II has sole voting power and sole dispositive power with regard to 969,607 Class A Shares. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master III has sole voting power and sole dispositive power with regard to 366,953 Class A Shares.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 7,708,653 Class A Shares. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares.

F7 · ownership.nature: References to the number of Class A Shares assume the conversion into Class A Shares of the Preferred Shares held by all of the applicable Reporting Person.

F8 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Mr. Icahn by virtue of their relationships to Barberry (as disclosed in Item 2), is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Barberry directly beneficially owns.

F9 · ownership.nature: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master (as disclosed in Item 2), are 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 Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master II (as disclosed in Item 2), are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master II directly beneficially owns.

F10 · ownership.nature: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master III (as disclosed in Item 2), are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master III directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), 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.

F11 · ownership.nature: Each Reporting Person disclaims beneficial ownership of all and any Shares for all purposes, except to the extent of each such Reporting Person's pecuniary interest therein.

SEC source: 0000928475-07-000312 · beaform4101207_ex.xml · derivative · entry 6

ICAHN CARL C ET AL · 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: Direct

Disclosed balance after: 0

Underlying: Common Stock · 26,047,147 shares

Expires 2009-12-10

F17 · derivative.exercise_date: High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III previously wrote European-style put options with an exercise price of $7.50 referencing an aggregate of 26,047,147 underlying Shares. The $7.50 Put Options provided that they settle in cash.

F18 · ownership.direct: Please note that the "D" is inserted merely as a placeholder. As indicated in Table II, Column 9, as of October 10, 2007, the Reporting Persons no longer own any of the Derivative Securities identified in Table II.

SEC source: 0000928475-07-000312 · beaform4101207_ex.xml · derivative · entry 5

ICAHN CARL C ET AL · 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: Direct

Disclosed balance after: 0

Underlying: Common Stock · 26,047,147 shares

Expires 2009-12-10

F1 · derivative.exercise_date: 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 Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding 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 each of Icahn Master, Icahn Master II and 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 this Form 4 as the "Reporting Persons."

F6 · derivative.exercise_date: On October 10, 2007, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III exercised American-style call options (the "$7.50 Call Options") referencing an aggregate of 26,047,147 underlying Shares. As a result of exercising the $7.50 Call Options, High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III acquired in the aggregate 26,047,147 Shares.

F7 · derivative.exercise_date: Of these 26,047,147 Shares, High River directly beneficially owns 4,754,004 Shares, Icahn Partners directly beneficially owns 7,745,988 Shares, Icahn Master directly beneficially owns 10,044,266 Shares, Icahn Master II directly beneficially owns 2,540,871 Shares and Icahn Master III directly beneficially owns 962,018 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 Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares.

F8 · derivative.exercise_date: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, 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 which Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns.

F9 · derivative.exercise_date: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares. Each of Icahn Onshore, Icahn Partners Holding, 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 Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares.

F18 · ownership.direct: Please note that the "D" is inserted merely as a placeholder. As indicated in Table II, Column 9, as of October 10, 2007, the Reporting Persons no longer own any of the Derivative Securities identified in Table II.

SEC source: 0000928475-07-000312 · beaform4101207_ex.xml · derivative · entry 4

ICAHN CARL C ET AL · 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: Direct

Disclosed balance after: 0

Underlying: Common Stock · 8,500,000 shares

Expires 2008-11-03

F16 · derivative.exercise_date: High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III previously wrote European-style put options with an exercise price of $9.00 referencing an aggregate of 8,500,000 underlying Shares and expiring on November 3, 2008 (the ("$9.00 Put Options"). The $9.00 Put Options provided that they settle in cash.

F18 · ownership.direct: Please note that the "D" is inserted merely as a placeholder. As indicated in Table II, Column 9, as of October 10, 2007, the Reporting Persons no longer own any of the Derivative Securities identified in Table II.

SEC source: 0000928475-07-000312 · beaform4101207_ex.xml · derivative · entry 3

ICAHN CARL C ET AL · 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: Direct

Disclosed balance after: 0

Underlying: Common Stock · 8,500,000 shares

Expires 2008-11-03

F1 · derivative.exercise_date: 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 Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding 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 each of Icahn Master, Icahn Master II and 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 this Form 4 as the "Reporting Persons."

F2 · derivative.exercise_date: On October 10, 2007, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III exercised American-style call options (the " $9.00 Call Options") referencing an aggregate of 8,500,000 underlying Shares. As a result of exercising the $9.00 Call Options, High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III acquired in the aggregate 8,500,000 Shares.

F3 · derivative.exercise_date: Of these 8,500,000, High River directly beneficially owns 1,700,000 Shares, Icahn Partners directly beneficially owns 2,463,176 Shares, Icahn Master directly beneficially owns 2,985,026 Shares, Icahn Master II directly beneficially owns 980,608 Shares and Icahn Master III directly beneficially owns 371,190 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 Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares.

F4 · derivative.exercise_date: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, 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 which Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns.

F5 · derivative.exercise_date: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares. Each of Icahn Onshore, Icahn Partners Holding, 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 Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares.

F18 · ownership.direct: Please note that the "D" is inserted merely as a placeholder. As indicated in Table II, Column 9, as of October 10, 2007, the Reporting Persons no longer own any of the Derivative Securities identified in Table II.

SEC source: 0000928475-07-000312 · beaform4101207_ex.xml · nonDerivative · entry 2

ICAHN CARL C ET AL · 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: 51,820,017

F1 · 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 Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding 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 each of Icahn Master, Icahn Master II and 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 this Form 4 as the "Reporting Persons."

F6 · shares: On October 10, 2007, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III exercised American-style call options (the "$7.50 Call Options") referencing an aggregate of 26,047,147 underlying Shares. As a result of exercising the $7.50 Call Options, High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III acquired in the aggregate 26,047,147 Shares.

F7 · shares: Of these 26,047,147 Shares, High River directly beneficially owns 4,754,004 Shares, Icahn Partners directly beneficially owns 7,745,988 Shares, Icahn Master directly beneficially owns 10,044,266 Shares, Icahn Master II directly beneficially owns 2,540,871 Shares and Icahn Master III directly beneficially owns 962,018 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 Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares.

F8 · shares: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, 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 which Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns.

F9 · shares: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares. Each of Icahn Onshore, Icahn Partners Holding, 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 Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares.

F19 · shares: See also Form 4 filed by Carl C. Icahn et al. on October 11, 2007, 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 Partners Holding.

F1 · 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 Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding 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 each of Icahn Master, Icahn Master II and 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 this Form 4 as the "Reporting Persons."

F13 · ownership.nature: As a result of exercising the $7.50 Call Options, High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III beneficially own in the aggregate 51,820,017 Shares. Of these 51,820,017 Shares, High River directly beneficially owns 10,364,001 Shares, Icahn Partners directly beneficially owns 15,236,448 Shares, Icahn Master directly beneficially owns 18,049,915 Shares, Icahn Master II directly beneficially owns 5,926,430 Shares and Icahn Master III directly beneficially owns 2,243,223 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 Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares.

F14 · ownership.nature: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, 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 which Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares.

F15 · ownership.nature: Each of Icahn Onshore, Icahn Partners Holding, 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 Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares.

F19 · ownership.nature: See also Form 4 filed by Carl C. Icahn et al. on October 11, 2007, 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 Partners Holding.

SEC source: 0000928475-07-000312 · beaform4101207_ex.xml · nonDerivative · entry 1

ICAHN CARL C ET AL · 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: 25,772,870

F1 · 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 Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding 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 each of Icahn Master, Icahn Master II and 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 this Form 4 as the "Reporting Persons."

F2 · shares: On October 10, 2007, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III exercised American-style call options (the " $9.00 Call Options") referencing an aggregate of 8,500,000 underlying Shares. As a result of exercising the $9.00 Call Options, High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III acquired in the aggregate 8,500,000 Shares.

F3 · shares: Of these 8,500,000, High River directly beneficially owns 1,700,000 Shares, Icahn Partners directly beneficially owns 2,463,176 Shares, Icahn Master directly beneficially owns 2,985,026 Shares, Icahn Master II directly beneficially owns 980,608 Shares and Icahn Master III directly beneficially owns 371,190 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 Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares.

F4 · shares: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, 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 which Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns.

F5 · shares: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares. Each of Icahn Onshore, Icahn Partners Holding, 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 Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares.

F19 · shares: See also Form 4 filed by Carl C. Icahn et al. on October 11, 2007, 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 Partners Holding.

F1 · 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 Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding 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 each of Icahn Master, Icahn Master II and 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 this Form 4 as the "Reporting Persons."

F10 · ownership.nature: As a result of exercising the $9.00 Call Options, High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III beneficially own in the aggregate 25,772,870 Shares. Of these 25,772,870 Shares, High River directly beneficially owns 5,609,997 Shares, Icahn Partners directly beneficially owns 7,490,460 Shares, Icahn Master directly beneficially owns 8,005,649 Shares, Icahn Master II directly beneficially owns 3,385,559 Shares and Icahn Master III directly beneficially owns 1,281,205 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 Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares.

F11 · ownership.nature: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, 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 which Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares.

F12 · ownership.nature: Each of Icahn Onshore, Icahn Partners Holding, 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 Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares.

F19 · ownership.nature: See also Form 4 filed by Carl C. Icahn et al. on October 11, 2007, 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 Partners Holding.

SEC source: 0000928475-07-000304 · beaform4100407_ex.xml · derivative · entry 2

ICAHN CARL C ET AL · 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: 8,500,000

Underlying: Common Stock · 8,500,000 shares

Expires 2008-11-03

F1 · derivative.exercise_date: 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 Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding 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 each of Icahn Master, Icahn Master II and 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 this Form 4 as the "Reporting Persons."

F10 · derivative.exercise_date: Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III have written European-style Put Options with an exercise price of $9.00 ("$9.00 Put Options") referencing an aggregate of 8,500,000 underlying Shares (the "Underlying Shares"), which expire on November 3, 2008. The $9.00 Put Options provide that they settle in cash. Except to the extent of their pecuniary interest therein, the Reporting Persons disclaim any beneficial ownership in any Underlying Shares or other securities, if any, which may be owned by the counterparties to such $9.00 Put Options. Of these $9.00 Put Options, High River directly beneficially owns 1,700,000 $9.00 Put Options, Icahn Partners directly beneficially owns 2,463,176 $9.00 Put Options, Icahn Master directly beneficially owns 2,985,026 $9.00 Put Options, Icahn Master II directly beneficially owns 980,608 $9.00 Put Options and Icahn Master III directly beneficially owns 371,190 $9.00 Put Options.

F11 · derivative.exercise_date: 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 Act) the $9.00 Put Options (as defined) which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such $9.00 Put Options except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, 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 $9.00 Put Options which Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns.

F12 · derivative.exercise_date: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such $9.00 Put Options except to the extent of their pecuniary interest therein.

F13 · derivative.exercise_date: Each of Icahn Onshore, Icahn Partners Holding, 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 $9.00 Put Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such $9.00 Put Options except to the extent of their pecuniary interest therein.

F1 · 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 Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding 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 each of Icahn Master, Icahn Master II and 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 this Form 4 as the "Reporting Persons."

F14 · ownership.nature: Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III have written Put Options (as defined) referencing an aggregate of 34,547,147 Underlying Shares, of which 8,500,000 are $9.00 Put Options and 26,047,147 are European-style put options with a $7.50 exercise price (the "$7.50 Put Options" and together with the $9.00 Put Options, the "Put Options"). Of these Put Options, High River directly beneficially owns 6,454,004 Put Options, Icahn Partners directly beneficially owns 10,209,164 Put Options, Icahn Master directly beneficially owns 13,029,292 Put Options, Icahn Master II directly beneficially owns 3,521,479 Put Options, and Icahn Master III directly beneficially owns 1,333,208 Put Options.

F15 · 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 Act) the Put Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein.

F16 · ownership.nature: Each of Icahn Onshore, Icahn Partners Holding, 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 Put Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, 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 Put Options which Icahn Master, Icahn Master II, and Icahn Master III directly beneficially owns.

F17 · ownership.nature: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein.

F18 · ownership.nature: See also Form 4 filed by Carl C. Icahn et al. on October 5, 2007, for the name, address, and signature of each of the following Reporting Persons: Carl C. Icahn, Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III, and Icahn Partners Holding.

SEC source: 0000928475-07-000304 · beaform4100407_ex.xml · derivative · entry 1

ICAHN CARL C ET AL · 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: 8,500,000

Underlying: Common Stock · 8,500,000 shares

Expires 2008-11-03

F1 · derivative.exercise_date: 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 Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding 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 each of Icahn Master, Icahn Master II and 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 this Form 4 as the "Reporting Persons."

F2 · derivative.exercise_date: Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III purchased American-style Call Options with a $9.00 exercise price (the "$9.00 Call Options") referencing an aggregate of 8,500,000 underlying Shares (the "Underlying Shares"), which expire on November 3, 2008. The $9.00 Call Options provide for physical settlement (unless the High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III, as applicable, opts for a cash settlement). Except to the extent of their pecuniary interest therein, the Reporting Persons disclaim any beneficial ownership in any Underlying Shares or other securities, if any, which may be owned by the counterparties to such $9.00 Call Options.

F3 · derivative.exercise_date: Of these $9.00 Call Options, High River directly beneficially owns 1,700,000 $9.00 Call Options, Icahn Partners directly beneficially owns 2,463,176 $9.00 Call Options, Icahn Master directly beneficially owns 2,985,026 $9.00 Call Options, Icahn Master II directly beneficially owns 980,608 $9.00 Call Options and Icahn Master III directly beneficially owns 371,190 $9.00 Call Options. 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 Act) the $9.00 Call Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such $9.00 Call Options except to the extent of their pecuniary interest therein.

F4 · derivative.exercise_date: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, 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 $9.00 Call Options which Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such $9.00 Call Options except to the extent of their pecuniary interest therein. Each of Icahn Onshore, Icahn Partners Holding, 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 $9.00 Call Options which Icahn Partners directly beneficially owns.

F5 · derivative.exercise_date: Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such $9.00 Call Options except to the extent of their pecuniary interest therein.

F1 · 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 Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding 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 each of Icahn Master, Icahn Master II and 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 this Form 4 as the "Reporting Persons."

F6 · ownership.nature: Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III have purchased Call Options (as defined) referencing an aggregate of 34,547,147 Underlying Shares, of which 8,500,000 are $9.00 Call Options and 26,047,147 are American-style call options with a $7.50 exercise price (the "$7.50 Call Options" and together with the $9.00 Call Options, the "Call Options"). Of these Call Options, High River directly beneficially owns 6,454,004 Call Options, Icahn Partners directly beneficially owns 10,209,164 Call Options, Icahn Master directly beneficially owns 13,029,292 Call Options, Icahn Master II directly beneficially owns 3,521,479 Call Options, and Icahn Master III directly beneficially owns 1,333,208 Call Options. 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 Act) the Call Options which High River directly beneficially owns.

F7 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein.

F8 · ownership.nature: Each of Icahn Onshore, Icahn Partners Holding, 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 Call Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein.

F9 · ownership.nature: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, 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 Call Options which Icahn Master, Icahn Master II, and Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein.

F18 · ownership.nature: See also Form 4 filed by Carl C. Icahn et al. on October 5, 2007, for the name, address, and signature of each of the following Reporting Persons: Carl C. Icahn, Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III, and Icahn Partners Holding.

SEC source: 0000928475-07-000287 · form4100207_ex.xml · derivative · entry 4

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

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 ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · 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: 26,047,147

Underlying: Common Stock · 1,500,000 shares

Expires 2009-12-10

F1 · derivative.exercise_date: 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 Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding 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 each of Icahn Master, Icahn Master II and 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 this Form 3 as the "Reporting Persons."

F19 · derivative.exercise_date: Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III purchased Put Options referencing an aggregate of 1,500,000 underlying Shares. Of these Put Options, High River directly beneficially owns 300,000 Put Options, Icahn Partners directly beneficially owns 438,699 Put Options, Icahn Master directly beneficially owns 531,643 Put Options, Icahn Master II directly beneficially owns 165,373 Put Options and Icahn Master III directly beneficially owns 64,285 Put Options. 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 Act) the Put Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein.

F20 · derivative.exercise_date: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, 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 Put Options which Icahn Master, Icahn Master II, and Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein.

F21 · derivative.exercise_date: Each of Icahn Onshore, Icahn Partners Holding, 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 Put Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein.

F1 · 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 Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding 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 each of Icahn Master, Icahn Master II and 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 this Form 3 as the "Reporting Persons."

F22 · ownership.nature: Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III have purchased Put Options referencing an aggregate of 26,047,147 Underlying Shares. Of these Put Options, High River directly beneficially owns 4,754,004 Put Options, Icahn Partners directly beneficially owns 7,745,988 Put Options, Icahn Master directly beneficially owns 10,044,266 Put Options, Icahn Master II directly beneficially owns 2,540,871 Put Options, and Icahn Master III directly beneficially owns 962,018 Put Options. 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 Act) the Put Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein.

F23 · ownership.nature: Each of Icahn Onshore, Icahn Partners Holding, 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 Put Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, 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 Put Options which Icahn Master, Icahn Master II, and Icahn Master III directly beneficially owns.

F24 · ownership.nature: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein.

F25 · ownership.nature: See also Form 4 filed by Carl C. Icahn et al. on October 3, 2007, for the name, address, and signature of each of the following Reporting Persons: Carl C. Icahn, Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III, and Icahn Partners Holding.

SEC source: 0000928475-07-000287 · form4100207_ex.xml · derivative · entry 2

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

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 ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · 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: 26,047,147

Underlying: Common Stock · 1,500,000 shares

Expires 2009-12-10

F1 · derivative.exercise_date: 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 Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding 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 each of Icahn Master, Icahn Master II and 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 this Form 3 as the "Reporting Persons."

F8 · derivative.exercise_date: Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III purchased Call Options referencing an aggregate of 1,500,000 underlying Shares. Of these Call Options, High River directly beneficially owns 300,000 Call Options, Icahn Partners directly beneficially owns 438,699 Call Options, Icahn Master directly beneficially owns 531,643 Call Options, Icahn Master II directly beneficially owns 165,373 Call Options and Icahn Master III directly beneficially owns 64,285 Call Options. 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 Act) the Call Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein.

F9 · derivative.exercise_date: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, 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 Call Options which Icahn Master, Icahn Master II, and Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein.

F10 · derivative.exercise_date: Each of Icahn Onshore, Icahn Partners Holding, 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 Call Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein.

F1 · 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 Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding 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 each of Icahn Master, Icahn Master II and 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 this Form 3 as the "Reporting Persons."

F11 · ownership.nature: Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III have purchased Call Options referencing an aggregate of 26,047,147 Underlying Shares. Of these Call Options, High River directly beneficially owns 4,754,004 Call Options, Icahn Partners directly beneficially owns 7,745,988 Call Options, Icahn Master directly beneficially owns 10,044,266 Call Options, Icahn Master II directly beneficially owns 2,540,871 Call Options, and Icahn Master III directly beneficially owns 962,018 Call Options. 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 Act) the Call Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein.

F12 · ownership.nature: Each of Icahn Onshore, Icahn Partners Holding, 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 Call Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, 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 Call Options which Icahn Master directly beneficially owns.

F13 · ownership.nature: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein.

F25 · ownership.nature: See also Form 4 filed by Carl C. Icahn et al. on October 3, 2007, for the name, address, and signature of each of the following Reporting Persons: Carl C. Icahn, Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III, and Icahn Partners Holding.

SEC source: 0000928475-07-000287 · form4100207_ex.xml · derivative · entry 3

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

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 ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · 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: 24,547,147

Underlying: Common Stock · 1,500,000 shares

Expires 2009-12-10

F1 · derivative.exercise_date: 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 Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding 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 each of Icahn Master, Icahn Master II and 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 this Form 3 as the "Reporting Persons."

F14 · derivative.exercise_date: Each of High River, Icahn Partners, and Icahn Master purchased European-style put options ("Put Options") referencing an aggregate of 1,500,000 underlying Shares (the "Underlying Shares"), which expire on December 10, 2009. The Put Options provide that they settle in cash. None of the Put Options provide for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any Underlying Shares and, accordingly, except to the extent of their pecuniary interest therein, the Reporting Persons disclaim any beneficial ownership in any Underlying Shares or other securities, if any, which may be owned by the counterparties to such Put Options. Of these Put Options, High River directly beneficially owns 300,000 Put Options, Icahn Partners directly beneficially owns 1,151,666 Put Options, and Icahn Master directly beneficially owns 48,334 Put Options.

F15 · derivative.exercise_date: 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 Act) the Put Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein.

F16 · derivative.exercise_date: Each of Icahn Onshore, Icahn Partners Holding, 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 Put Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein.

F1 · 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 Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding 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 each of Icahn Master, Icahn Master II and 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 this Form 3 as the "Reporting Persons."

F17 · ownership.nature: Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III have purchased Put Options referencing an aggregate of 24,547,147 Underlying Shares. Of these Put Options, High River directly beneficially owns 4,454,004 Put Options, Icahn Partners directly beneficially owns 7,307,289 Put Options, Icahn Master directly beneficially owns 9,512,623 Put Options, Icahn Master II directly beneficially owns 2,375,498 Put Options, and Icahn Master III directly beneficially owns 897,733 Put Options. 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 Act) the Put Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein.

F18 · ownership.nature: Each of Icahn Onshore, Icahn Partners Holding, 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 Put Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, 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 Put Options which Icahn Master, Icahn Master II, and Icahn Master III directly beneficially owns.

F25 · ownership.nature: See also Form 4 filed by Carl C. Icahn et al. on October 3, 2007, for the name, address, and signature of each of the following Reporting Persons: Carl C. Icahn, Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III, and Icahn Partners Holding.

SEC source: 0000928475-07-000287 · form4100207_ex.xml · derivative · entry 1

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

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 ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · 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: 24,547,147

Underlying: Common Stock · 1,500,000 shares

Expires 2009-12-10

F1 · derivative.exercise_date: 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 Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding 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 each of Icahn Master, Icahn Master II and 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 this Form 3 as the "Reporting Persons."

F2 · derivative.exercise_date: Each of High River, Icahn Partners, and Icahn Master purchased American-style call options ("Call Options") referencing an aggregate of 1,500,000 underlying Shares (the "Underlying Shares"), which expire on December 10, 2009. The Call Options provide for physical settlement (unless the High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III, as applicable, opts for a cash settlement). None of the Call Options provide for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any Underlying Shares and, accordingly, except to the extent of their pecuniary interest therein, the Reporting Persons disclaim any beneficial ownership in any Underlying Shares or other securities, if any, which may be owned by the counterparties to such Call Options.

F3 · derivative.exercise_date: Of these Call Options, High River directly beneficially owns 300,000 Call Options, Icahn Partners directly beneficially owns 1,151,666 Call Options, and Icahn Master directly beneficially owns 48,334 Call Options. 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 Act) the Call Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which Icahn Master directly beneficially owns.

F4 · derivative.exercise_date: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein. Each of Icahn Onshore, Icahn Partners Holding, 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 Call Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein.

F1 · 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 Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding 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 each of Icahn Master, Icahn Master II and 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 this Form 3 as the "Reporting Persons."

F5 · ownership.nature: Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III have purchased Call Options referencing an aggregate of 24,547,147 Underlying Shares. Of these Call Options, High River directly beneficially owns 4,454,004 Call Options, Icahn Partners directly beneficially owns 7,307,289 Call Options, Icahn Master directly beneficially owns 9,512,623 Call Options, Icahn Master II directly beneficially owns 2,375,498 Call Options, and Icahn Master III directly beneficially owns 897,733 Call Options. 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 Act) the Call Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Onshore, Icahn Partners Holding, 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 Call Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, 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 Call Options which Icahn Master, Icahn Master II, and Icahn Master III directly beneficially owns.

F7 · ownership.nature: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein.

F25 · ownership.nature: See also Form 4 filed by Carl C. Icahn et al. on October 3, 2007, for the name, address, and signature of each of the following Reporting Persons: Carl C. Icahn, Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III, and Icahn Partners Holding.

SEC source: 0000928475-07-000295 · form4100307cc1a_ex.xml · nonDerivative · entry 1

ICAHN CARL C ET AL · 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 PARTNERS HOLDING 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

F6 · price: Reporting Person received shares pursuant to the 2005 Compensation Program for Non-Employee Directors as Amended 12/13/2006 ("Compensation Program") adopted by Issuer's Board of Directors effective 10/3/2005 in lieu of payment to the Reporting Person of $20,000.

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 Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding 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 Partners Holding, 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 Partners Holding, 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 Partners Holding, 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 Partners Holding, 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.

SEC source: 0000928475-07-000257 · form4090407cci_ex.xml · nonDerivative · entry 1

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

Hopper Investments LLC · CIK 0001322824 · see footnotes 1 - 5

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 5

BARBERRY CORP. · CIK 0000860851 · see footnotes 1 - 5

Icahn Partners Master Fund LP · CIK 0001322827 · see footnotes 1 - 5

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes 1 - 5

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 5

CCI OFFSHORE CORP. · CIK 0001327740 · see footnotes 1 - 5

ICAHN ONSHORE LP · CIK 0001322826 · see footnotes 1 - 5

CCI ONSHORE CORP. · CIK 0001327741 · see footnotes 1 - 5

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

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes

Disclosed balance after: 6,096,950

F6 · security: Stock granted pursuant to the 2005 Compensation Program for Non-Employee Directors, as amended 12/31/2006.

F1 · ownership.nature: Of these shares of Common Stock, par value $0.01 per share (the "Shares"), of WCI Communities, Inc. ("WCI"), Carl C. Icahn directly beneficially owns 775 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"). Hopper is the general partner of High River. CCI Onshore Corp. ("CCI Onshore") is the general partner of Icahn Onshore LP ("Icahn Onshore"), which is the general partner of Icahn Partners. CCI Offshore Corp. ("CCI Offshore") is the general partner of Icahn Offshore LP ("Icahn Offshore"), which is the general partner of Icahn Master. Barberry, CCI Onshore and CCI Offshore 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. 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 Hopper and Barberry, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper and Barberry disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Onshore and CCI Onshore by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore and CCI Onshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Offshore and CCI Offshore by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore and CCI Offshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, CCI Onshore, Icahn Onshore, Icahn Partners, CCI Offshore, Icahn Offshore and Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River, Icahn Partners and Icahn Master own. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

SEC source: 0000928475-07-000009 · form4011207_ex.xml · nonDerivative · entry 3

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1-15

Hopper Investments LLC · CIK 0001322824 · see footnotes 1-15

BARBERRY CORP. · CIK 0000860851 · see footnotes 1-15

Icahn Partners Master Fund LP · CIK 0001322827 · see footnotes 1-15

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes 1-15

CCI OFFSHORE CORP. · CIK 0001327740 · see footnotes 1-15

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1-15

ICAHN ONSHORE LP · CIK 0001322826 · see footnotes 1-15

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner · see footnotes 1-15

CCI ONSHORE CORP. · CIK 0001327741 · see footnotes 1-15

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

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes 3, 4, 5

Disclosed balance after: 6,096,175

F3 · shares: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"). Hopper is the general partner of High River. CCI Onshore Corp. ("CCI Onshore") is the general partner of Icahn Onshore LP ("Icahn Onshore"), which is the general partner of Icahn Partners. CCI Offshore Corp. ("CCI Offshore") is the general partner of Icahn Offshore LP ("Icahn Offshore"), which is the general partner of Icahn Master. Barberry, CCI Onshore and CCI Offshore 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. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

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

F5 · shares: Each of Icahn Offshore and CCI Offshore by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore and CCI Offshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, CCI Onshore, Icahn Onshore, Icahn Partners, CCI Offshore, Icahn Offshore and Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River, Icahn Partners and Icahn Master own. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

F8 · shares: Of these Shares, High River directly beneficially owns 286,660 Shares and Icahn Partneres directly beneficially owns 1,146,640 Shares

F3 · balance_after: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"). Hopper is the general partner of High River. CCI Onshore Corp. ("CCI Onshore") is the general partner of Icahn Onshore LP ("Icahn Onshore"), which is the general partner of Icahn Partners. CCI Offshore Corp. ("CCI Offshore") is the general partner of Icahn Offshore LP ("Icahn Offshore"), which is the general partner of Icahn Master. Barberry, CCI Onshore and CCI Offshore 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. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · balance_after: Each of Hopper and Barberry, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper and Barberry disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Onshore and CCI Onshore by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore and CCI Onshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · balance_after: Each of Icahn Offshore and CCI Offshore by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore and CCI Offshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, CCI Onshore, Icahn Onshore, Icahn Partners, CCI Offshore, Icahn Offshore and Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River, Icahn Partners and Icahn Master own. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

F9 · balance_after: Of these Shares, High River directly beneficially owns 1,279,725 Shares, Icahn Partners directly beneficially owns 2,901,892 Shares and Icahn Master directly beneficially owns 1,914,558 Shares.

F3 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"). Hopper is the general partner of High River. CCI Onshore Corp. ("CCI Onshore") is the general partner of Icahn Onshore LP ("Icahn Onshore"), which is the general partner of Icahn Partners. CCI Offshore Corp. ("CCI Offshore") is the general partner of Icahn Offshore LP ("Icahn Offshore"), which is the general partner of Icahn Master. Barberry, CCI Onshore and CCI Offshore 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. 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 Hopper and Barberry, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper and Barberry disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Onshore and CCI Onshore by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore and CCI Onshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Offshore and CCI Offshore by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore and CCI Offshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, CCI Onshore, Icahn Onshore, Icahn Partners, CCI Offshore, Icahn Offshore and Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River, Icahn Partners and Icahn Master own. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

SEC source: 0000928475-07-000009 · form4011207_ex.xml · derivative · entry 5

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1-15

Hopper Investments LLC · CIK 0001322824 · see footnotes 1-15

BARBERRY CORP. · CIK 0000860851 · see footnotes 1-15

Icahn Partners Master Fund LP · CIK 0001322827 · see footnotes 1-15

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes 1-15

CCI OFFSHORE CORP. · CIK 0001327740 · see footnotes 1-15

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1-15

ICAHN ONSHORE LP · CIK 0001322826 · see footnotes 1-15

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner · see footnotes 1-15

CCI ONSHORE CORP. · CIK 0001327741 · see footnotes 1-15

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

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes 3, 4, 5, 10, 11

Disclosed balance after: 5,427,053

Underlying: Common Stock · 96,600 shares

Expires 2008-12-17

F3 · kind: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"). Hopper is the general partner of High River. CCI Onshore Corp. ("CCI Onshore") is the general partner of Icahn Onshore LP ("Icahn Onshore"), which is the general partner of Icahn Partners. CCI Offshore Corp. ("CCI Offshore") is the general partner of Icahn Offshore LP ("Icahn Offshore"), which is the general partner of Icahn Master. Barberry, CCI Onshore and CCI Offshore 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. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · kind: Each of Hopper and Barberry, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper and Barberry disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Onshore and CCI Onshore by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore and CCI Onshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · kind: Each of Icahn Offshore and CCI Offshore by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore and CCI Offshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, CCI Onshore, Icahn Onshore, Icahn Partners, CCI Offshore, Icahn Offshore and Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River, Icahn Partners and Icahn Master own. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

F10 · kind: 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 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 and the market value of such reference shares on the applicable termination date.

F11 · kind: 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 share set forth in Table II 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.

F14 · kind: Under this Swap, Icahn Master has exposure with respect to 96,600 reference shares.

F9 · derivative.exercise_date: Of these Shares, High River directly beneficially owns 1,279,725 Shares, Icahn Partners directly beneficially owns 2,901,892 Shares and Icahn Master directly beneficially owns 1,914,558 Shares.

F10 · derivative.exercise_date: 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 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 and the market value of such reference shares on the applicable termination date.

F3 · balance_after: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"). Hopper is the general partner of High River. CCI Onshore Corp. ("CCI Onshore") is the general partner of Icahn Onshore LP ("Icahn Onshore"), which is the general partner of Icahn Partners. CCI Offshore Corp. ("CCI Offshore") is the general partner of Icahn Offshore LP ("Icahn Offshore"), which is the general partner of Icahn Master. Barberry, CCI Onshore and CCI Offshore 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. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · balance_after: Each of Hopper and Barberry, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper and Barberry disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Onshore and CCI Onshore by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore and CCI Onshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · balance_after: Each of Icahn Offshore and CCI Offshore by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore and CCI Offshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, CCI Onshore, Icahn Onshore, Icahn Partners, CCI Offshore, Icahn Offshore and Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River, Icahn Partners and Icahn Master own. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

F15 · balance_after: Under these Swaps, High River has exposure with respect to an aggregate of 1,024,920 reference shares, Icahn Partners has exposure with respect to an aggregate of 1,756,407 reference shares, and Icahn Master has exposure with respect to 2,645,726 reference shares.

F3 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"). Hopper is the general partner of High River. CCI Onshore Corp. ("CCI Onshore") is the general partner of Icahn Onshore LP ("Icahn Onshore"), which is the general partner of Icahn Partners. CCI Offshore Corp. ("CCI Offshore") is the general partner of Icahn Offshore LP ("Icahn Offshore"), which is the general partner of Icahn Master. Barberry, CCI Onshore and CCI Offshore 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. 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 Hopper and Barberry, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper and Barberry disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Onshore and CCI Onshore by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore and CCI Onshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Offshore and CCI Offshore by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore and CCI Offshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, CCI Onshore, Icahn Onshore, Icahn Partners, CCI Offshore, Icahn Offshore and Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River, Icahn Partners and Icahn Master own. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

F10 · 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 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 and the market value of such reference shares on the applicable termination date.

F11 · 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 share set forth in Table II and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

SEC source: 0000928475-07-000009 · form4011207_ex.xml · nonDerivative · entry 2

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1-15

Hopper Investments LLC · CIK 0001322824 · see footnotes 1-15

BARBERRY CORP. · CIK 0000860851 · see footnotes 1-15

Icahn Partners Master Fund LP · CIK 0001322827 · see footnotes 1-15

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes 1-15

CCI OFFSHORE CORP. · CIK 0001327740 · see footnotes 1-15

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1-15

ICAHN ONSHORE LP · CIK 0001322826 · see footnotes 1-15

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner · see footnotes 1-15

CCI ONSHORE CORP. · CIK 0001327741 · see footnotes 1-15

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

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes 3, 4, 5

Disclosed balance after: 4,662,875

F3 · shares: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"). Hopper is the general partner of High River. CCI Onshore Corp. ("CCI Onshore") is the general partner of Icahn Onshore LP ("Icahn Onshore"), which is the general partner of Icahn Partners. CCI Offshore Corp. ("CCI Offshore") is the general partner of Icahn Offshore LP ("Icahn Offshore"), which is the general partner of Icahn Master. Barberry, CCI Onshore and CCI Offshore 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. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

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

F5 · shares: Each of Icahn Offshore and CCI Offshore by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore and CCI Offshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, CCI Onshore, Icahn Onshore, Icahn Partners, CCI Offshore, Icahn Offshore and Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River, Icahn Partners and Icahn Master own. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

F6 · shares: Of these Shares, High River directly beneficially owns 42,320 Shares and Icahn Partners directly beneficially owns 72,680 Shares.

F3 · balance_after: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"). Hopper is the general partner of High River. CCI Onshore Corp. ("CCI Onshore") is the general partner of Icahn Onshore LP ("Icahn Onshore"), which is the general partner of Icahn Partners. CCI Offshore Corp. ("CCI Offshore") is the general partner of Icahn Offshore LP ("Icahn Offshore"), which is the general partner of Icahn Master. Barberry, CCI Onshore and CCI Offshore 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. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · balance_after: Each of Hopper and Barberry, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper and Barberry disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Onshore and CCI Onshore by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore and CCI Onshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · balance_after: Each of Icahn Offshore and CCI Offshore by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore and CCI Offshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, CCI Onshore, Icahn Onshore, Icahn Partners, CCI Offshore, Icahn Offshore and Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River, Icahn Partners and Icahn Master own. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

F7 · balance_after: Of these Shares, High River directly beneficially owns 993,065 Shares, Icahn Partners directly beneficially owns 1,755,252 Shares and Icahn Master directly beneficially owns 1,914,558 Shares.

F3 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"). Hopper is the general partner of High River. CCI Onshore Corp. ("CCI Onshore") is the general partner of Icahn Onshore LP ("Icahn Onshore"), which is the general partner of Icahn Partners. CCI Offshore Corp. ("CCI Offshore") is the general partner of Icahn Offshore LP ("Icahn Offshore"), which is the general partner of Icahn Master. Barberry, CCI Onshore and CCI Offshore 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. 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 Hopper and Barberry, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper and Barberry disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Onshore and CCI Onshore by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore and CCI Onshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Offshore and CCI Offshore by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore and CCI Offshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, CCI Onshore, Icahn Onshore, Icahn Partners, CCI Offshore, Icahn Offshore and Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River, Icahn Partners and Icahn Master own. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

SEC source: 0000928475-07-000009 · form4011207_ex.xml · derivative · entry 4

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1-15

Hopper Investments LLC · CIK 0001322824 · see footnotes 1-15

BARBERRY CORP. · CIK 0000860851 · see footnotes 1-15

Icahn Partners Master Fund LP · CIK 0001322827 · see footnotes 1-15

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes 1-15

CCI OFFSHORE CORP. · CIK 0001327740 · see footnotes 1-15

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1-15

ICAHN ONSHORE LP · CIK 0001322826 · see footnotes 1-15

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner · see footnotes 1-15

CCI ONSHORE CORP. · CIK 0001327741 · see footnotes 1-15

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

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes 3, 4, 5, 10, 11

Disclosed balance after: 5,330,453

Underlying: Common Stock · 205,853 shares

Expires 2008-12-17

F3 · kind: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"). Hopper is the general partner of High River. CCI Onshore Corp. ("CCI Onshore") is the general partner of Icahn Onshore LP ("Icahn Onshore"), which is the general partner of Icahn Partners. CCI Offshore Corp. ("CCI Offshore") is the general partner of Icahn Offshore LP ("Icahn Offshore"), which is the general partner of Icahn Master. Barberry, CCI Onshore and CCI Offshore 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. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · kind: Each of Hopper and Barberry, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper and Barberry disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Onshore and CCI Onshore by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore and CCI Onshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · kind: Each of Icahn Offshore and CCI Offshore by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore and CCI Offshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, CCI Onshore, Icahn Onshore, Icahn Partners, CCI Offshore, Icahn Offshore and Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River, Icahn Partners and Icahn Master own. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

F10 · kind: 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 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 and the market value of such reference shares on the applicable termination date.

F11 · kind: 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 share set forth in Table II 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 · kind: Under this Swap, Icahn Master has exposure with respect to 205,853 reference shares.

F10 · derivative.exercise_date: 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 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 and the market value of such reference shares on the applicable termination date.

F11 · derivative.exercise_date: 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 share set forth in Table II 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.

F3 · balance_after: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"). Hopper is the general partner of High River. CCI Onshore Corp. ("CCI Onshore") is the general partner of Icahn Onshore LP ("Icahn Onshore"), which is the general partner of Icahn Partners. CCI Offshore Corp. ("CCI Offshore") is the general partner of Icahn Offshore LP ("Icahn Offshore"), which is the general partner of Icahn Master. Barberry, CCI Onshore and CCI Offshore 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. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · balance_after: Each of Hopper and Barberry, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper and Barberry disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Onshore and CCI Onshore by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore and CCI Onshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · balance_after: Each of Icahn Offshore and CCI Offshore by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore and CCI Offshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, CCI Onshore, Icahn Onshore, Icahn Partners, CCI Offshore, Icahn Offshore and Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River, Icahn Partners and Icahn Master own. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

F13 · balance_after: Under these Swaps, High River has exposure with respect to an aggregate of 1,024,920 reference shares, Icahn Partners has exposure with respect to an aggregate of 1,756,407 reference shares, and Icahn Master has exposure with respect to 2,549,126 reference shares.

F3 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"). Hopper is the general partner of High River. CCI Onshore Corp. ("CCI Onshore") is the general partner of Icahn Onshore LP ("Icahn Onshore"), which is the general partner of Icahn Partners. CCI Offshore Corp. ("CCI Offshore") is the general partner of Icahn Offshore LP ("Icahn Offshore"), which is the general partner of Icahn Master. Barberry, CCI Onshore and CCI Offshore 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. 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 Hopper and Barberry, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper and Barberry disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Onshore and CCI Onshore by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore and CCI Onshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Offshore and CCI Offshore by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore and CCI Offshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, CCI Onshore, Icahn Onshore, Icahn Partners, CCI Offshore, Icahn Offshore and Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River, Icahn Partners and Icahn Master own. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

F10 · 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 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 and the market value of such reference shares on the applicable termination date.

F11 · 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 share set forth in Table II and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

SEC source: 0000928475-07-000009 · form4011207_ex.xml · nonDerivative · entry 1

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1-15

Hopper Investments LLC · CIK 0001322824 · see footnotes 1-15

BARBERRY CORP. · CIK 0000860851 · see footnotes 1-15

Icahn Partners Master Fund LP · CIK 0001322827 · see footnotes 1-15

ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes 1-15

CCI OFFSHORE CORP. · CIK 0001327740 · see footnotes 1-15

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1-15

ICAHN ONSHORE LP · CIK 0001322826 · see footnotes 1-15

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner · see footnotes 1-15

CCI ONSHORE CORP. · CIK 0001327741 · see footnotes 1-15

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

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes 3, 4, 5

Disclosed balance after: 4,547,875

F1 · shares: Of these shares of Common Stock, par value $0.01 per share (the "Shares"), of WCI Communities, Inc. ("WCI"), High River Limited Partnership ("High River") directly beneficially owns 91,125 Shares and Icahn Partners LP ("Icahn Partners") directly beneficially owns 158,650 Shares.

F3 · shares: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"). Hopper is the general partner of High River. CCI Onshore Corp. ("CCI Onshore") is the general partner of Icahn Onshore LP ("Icahn Onshore"), which is the general partner of Icahn Partners. CCI Offshore Corp. ("CCI Offshore") is the general partner of Icahn Offshore LP ("Icahn Offshore"), which is the general partner of Icahn Master. Barberry, CCI Onshore and CCI Offshore 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. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

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

F5 · shares: Each of Icahn Offshore and CCI Offshore by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore and CCI Offshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, CCI Onshore, Icahn Onshore, Icahn Partners, CCI Offshore, Icahn Offshore and Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River, Icahn Partners and Icahn Master own. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

F2 · balance_after: Of these Shares, High River directly beneficially owns 950,745 Shares, Icahn Partners directly beneficially owns 1,682,572 Shares and Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,914,558 Shares.

F3 · balance_after: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"). Hopper is the general partner of High River. CCI Onshore Corp. ("CCI Onshore") is the general partner of Icahn Onshore LP ("Icahn Onshore"), which is the general partner of Icahn Partners. CCI Offshore Corp. ("CCI Offshore") is the general partner of Icahn Offshore LP ("Icahn Offshore"), which is the general partner of Icahn Master. Barberry, CCI Onshore and CCI Offshore 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. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

F4 · balance_after: Each of Hopper and Barberry, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper and Barberry disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Onshore and CCI Onshore by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore and CCI Onshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · balance_after: Each of Icahn Offshore and CCI Offshore by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore and CCI Offshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, CCI Onshore, Icahn Onshore, Icahn Partners, CCI Offshore, Icahn Offshore and Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River, Icahn Partners and Icahn Master own. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

F3 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"). Hopper is the general partner of High River. CCI Onshore Corp. ("CCI Onshore") is the general partner of Icahn Onshore LP ("Icahn Onshore"), which is the general partner of Icahn Partners. CCI Offshore Corp. ("CCI Offshore") is the general partner of Icahn Offshore LP ("Icahn Offshore"), which is the general partner of Icahn Master. Barberry, CCI Onshore and CCI Offshore 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. 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 Hopper and Barberry, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper and Barberry disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Onshore and CCI Onshore by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore and CCI Onshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Offshore and CCI Offshore by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore and CCI Offshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, CCI Onshore, Icahn Onshore, Icahn Partners, CCI Offshore, Icahn Offshore and Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River, Icahn Partners and Icahn Master own. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

SEC source: 0000928475-05-000226 · blockbusterf4_ex.xml · derivative · entry 3

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

Hopper Investments LLC · CIK 0001322824 · 10% owner

BARBERRY CORP /NY/ · CIK 0000860851 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP /NY/ · CIK 0000928464 · 10% owner

Icahn Partners Master Fund LP · CIK 0001322827 · 10% owner

Icahn Offshore LP · CIK 0001322825 · 10% owner

Icahn Onshore LP · CIK 0001322826 · 10% owner

Icahn Partners L P · CIK 0001313666 · 10% owner

CCI Offshore Corp. · CIK 0001327740 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Please see explanation below

Disclosed balance after: 38,000

Underlying: Class A Shares · 7,378,641 shares

Expires not disclosed

F1 · derivative.exercise_date: On November 15, 2005, in a private offering, the reporting persons acquired 38,000 shares of 7 1/2% Series A Cumulative Convertible Perpetual Preferred Stock ("Preferred Shares") with a face amount of $1000 per each Preferred Share, which Preferred Shares are immediately convertible into Class A Shares at the conversion price of $5.15 per each share of Class A Common Stock, i.e. one Preferred Share may be converted into approximately 194.1748 shares of Class A Common Stock. Registrants paid $38,000,000 for 38,000 Preferred Shares. High River owns 2,874,548 Class A Shares and 772,320 Class B Shares.

F1 · derivative.expiration_date: On November 15, 2005, in a private offering, the reporting persons acquired 38,000 shares of 7 1/2% Series A Cumulative Convertible Perpetual Preferred Stock ("Preferred Shares") with a face amount of $1000 per each Preferred Share, which Preferred Shares are immediately convertible into Class A Shares at the conversion price of $5.15 per each share of Class A Common Stock, i.e. one Preferred Share may be converted into approximately 194.1748 shares of Class A Common Stock. Registrants paid $38,000,000 for 38,000 Preferred Shares. High River owns 2,874,548 Class A Shares and 772,320 Class B Shares.