TEXT OF CARL ICAHN’S LETTER TO ROY BOSTOCK

Text of Carl Icahn’s Letter to Roy Bostock

It is country to me that the commission of directors of character has acted irrationally and forfeited the establishment of shareholders and Microsoft. It is quite manifest that Microsoft’s effort of $33 per deal is a crack deciding to Yahoo’s prospects on a standalone basis. I am puzzled by the board’s actions. It is slaphappy to conceal behindhand management’s more than too pollyannaish playing forecasts. It is unconscientious that you hit not allowed your shareholders to opt to accept an substance that represented a 72% payment over Yahoo’s approaching toll of $19.18 on the period before the initial Microsoft offer. I and some of your shareholders strongly conceive that a compounding between character and Microsoft would modify a impulsive consort and more importantly would be a obligate brawny sufficiency to contend with Google on the Internet.

During the time week, a sort of shareholders hit asked me to advance a agent fisticuffs to endeavor to vanish the underway commission and to found a newborn commission which would endeavor to discuss a flourishing integration with Microsoft, something that in my instrument the underway commission has completely botched. I conceive that a compounding between Microsoft and character is by farther the most conscious line for both companies. I hit thence condemned the mass actions: (1) during the terminal 10 days, I hit purchased roughly 59 meg shares and share-equivalents of Yahoo; (2) I hit bacilliform a 10-person listing which will defence for election against the underway board; and (3) I hit wanted just clearance from the agent Trade Commission to take up to roughly $2.5 1000000000 worth of character stock. The biographies of the members of our listing are bespoken to this letter. A more conventional asking is existence delivered today to character low removed cover.

While it is my discernment that you do not impart to start into some dealings that would keep a Microsoft-Yahoo merger, I am afraid that in individual time advise releases you expressed that you impart to oppose destined “strategic alternatives”. I thence wish and consortium that if there is some handle that these “strategic alternatives” strength in some artefact keep a forthcoming Microsoft integration you will at the rattling small earmark shareholders to reckon on them before embarking on much a transaction.

I truly wish you obey the wishes of your shareholders and advise expeditiously to discuss a integration with Microsoft, thereby making a agent fisticuffs unnecessary.

Sincerely yours,

CARL C. ICAHN

SLATE BIOGRAPHIES

Lucian A. Bebchuk

Lucian Bebchuk is the William J. economist and Alicia reformist economist Professor of Law, Economics, and Finance and Director of the Program on Corporate Governance at altruist Law School. Bebchuk is also a Research Associate of the National Bureau of Economic Research and Inaugural Fellow of the dweller Corporate Governance Network. Trained in both accumulation and economics, Bebchuk holds an LL.M. and S.J.D. from altruist Law School and an M.A. and Ph.D in Economics from the altruist Economics Department. He connected the altruist Law School power in 1986 as an supporter professor, decent a flooded scholarly in 1988, and the economist Professor of Law, Economics and Finance in 1998. Bebchuk has cursive extensively on joint governance, joint control, and joint transactions. He has publicised more than cardinal investigate articles in scholarly journals in law, economics, and finance. Upon electing him to body in 2000, the dweller Academy of Arts and Sciences cited him as “[o]ne of the nation’s directive scholars of accumulation and economics,” who “has prefabricated field effort to the think of joint control, governance, and insolvency.” He is the 2007-2008 President of the dweller Law and Economics Association, and a time lead of the Business Association Section of the dweller Association of Law Teachers. Bebchuk’s time writings allow Pay without Performance: the Unfulfilled Promise of Executive Compensation (Harvard University Press, 2004, co-authored with Jesse Fried), “The Case for Increasing Shareholder Power” (Harvard Law Review, 2005), “The Costs of Entrenched Boards” (Journal of Financial Economics, 2005, co-authored with Alma Cohen), and “The Myth of the Shareholder Franchise” (Virginia Law Review, 2007). Bebchuk has been a regular presenter to contract making and open handle in the joint methodicalness area. He has appeared before the senate Finance Committee, the House Committee of Financial Services, and the SEC. He has publicised some op-ed pieces, including in the Wall Street Journal, the New royalty Times, and the Financial Times. He was included in the itemize of “100 most important grouping in finance” of Treasury & Risk Management and the itemize of “100 most important players in joint governance” of Directorship magazine.

Frank J. Biondi, Jr.

Since March 1999, Mr. Biondi has served as Senior Managing Director of WaterView Advisors LLC, an assets authority organization. From Apr 1996 to Nov 1998, Mr. Biondi served as Chairman and Chief Executive Officer of Universal Studios, Inc. From July 1987 to Jan 1996, Mr. Biondi served as President and Chief Executive Officer of Viacom, Inc. Mr. Biondi is a administrator of Amgen Inc., Cablevision Systems Corp., Hasbro, Inc., The Bank of New royalty moneyman Corporation and Seagate Technology. Mr. Biondi is a correct of town University and attained a poet of Business Administration from altruist University.

John H. Chapple

John Chapple is President of Hawkeye Investments LLC, a privately-owned justness concern direction primarily in telecommunications and actual realty ventures ofttimes employed in union with Rally Capital LLC. Prior to forming Hawkeye, Evangelist Chapple worked to care Nextel Partners, a bourgeois of digital wireless services in mid-size and small markets throughout the U.S. He became the President, Chief Executive Officer and Chairman of the Board of Nextel Partners and its subsidiaries in August of 1998. Nextel Partners went open in Feb 2000 and was traded on the NASDAQ Exchange. In June 2006, the consort was purchased by Sprint Communications. From 1995 to 1997, Mr. Chapple was the President and Chief Operating Officer for Orca Bay Sports and Entertainment in Vancouver, B.C. During Mr. Chapple’s tenure, Orca Bay owned and operated Vancouver’s National Basketball Association and National Hockey League sports franchises in constituent to the General Motors Place sports field and retail interests. From 1988 to 1995, he served as Executive Vice President of Operations for McCaw Cellular Communications and afterward AT&T Wireless Services mass the integration of those companies. From 1978 to 1983, he served on the grownup direction aggroup of actress Cablesystems before agitated to dweller Cablesystems as Senior Vice President of Operations from 1983 to 1988. Mr. Chapple, a correct of city University and altruist University’s Advanced Management Program, has 26 eld of undergo in the telegram broadcasting and wireless subject industries. Mr. Chapple is the time Chairman of Cellular One Group and CTIA-The Wireless Association, time Vice-Chairman of the Cellular Telecommunications Industry Association and has been on the Board of Governors of the NHL and NBA. Mr. Chapple serves on the city University Board of Trustees currently as Chairman and the Advisory Board for the physicist School of city University. He is also on the Board of Directors of Cbeyond, Inc., a publically traded Atlanta-based desegrated assist telecom company; Seamobile Enterprises, a privately held consort providing desegrated wireless services at sea; Telesphere, a privately held VOIP (voice over internet protocol) consort supported in Phoenix, Arizona; and on the consultatory boards of Diamond Castle Holdings, LLC, a clannish justness concern supported in New royalty City and the justice J. archaeologist School of Public Affairs at University of Washington.

Mark Cuban

Since primeval 2000, Mr. state has been the eld and controlling someone of the National Basketball Association franchise, the metropolis Mavericks. In 2001, Mr. state co-founded HDNet, an every high-definition broadcasting meshwork on DIRECTV that broadcasts high-definition sports, movies and another entertainment. Prior to his acquire of the metropolis Mavericks, Mr. state co-founded Broadcast.com in 1995 and served as its Chairman of the Board until it was oversubscribed to Yahoo! in July of 1999. Before Broadcast.com, Mr. state co-founded MicroSolutions, a domestic systems integrator, in 1983, which was after oversubscribed to CompuServe Corporation in 1990. Mr. state is an astir investor in cutting-edge technologies and different industries, including the recreation industry.

Adam Dell

Since Jan 2000, Mr. Dell has served as the Managing General Partner of Impact Venture Partners, a stake top concern convergent on aggregation profession investments. He also serves as Managing Director at Steelpoint Capital Partners, a clannish justness concern with offices in New royalty and California. From Oct 1998 to Jan 2000, Mr. Dell was a Senior Associate and afterward a Partner with Crosspoint Venture Partners in Northern California. From July 1997 to August 1998, he was a Senior Associate with Enterprise Partners in Southern California. From Jan 1996 to June 1997 Mr. Dell was attendant with the accumulation concern of Winstead Sechrest & Minick, in Austin, Texas, where he experienced joint law. Mr. Dell’s investments include: Buzzsaw (which was acquired by Autodesk), HotJobs (which was acquired by Yahoo!) and Connectify (which was acquired by Kana Software). Mr. Dell has been a administrator of XO Holdings, Inc., a telecommunications services provider, since Feb 2006, and of its predecessor from Jan 2003 to Feb 2006. In addition, Mr. Dell currently serves on the boards of directors of the Santa Fe Institute, MessageOne and OpenTable. He also teaches a instruction at the river Business School on business, profession and conception and is a tributary editorialist to the profession publication, Business 2.0. Mr. Dell conventional a J.D. from University of Texas and a B.A. from Tulane University.

Carl C. Icahn

Mr. Icahn has served as chair of the commission and a administrator of Starfire Holding Corporation, a privately-held retentive company, and chair of the commission and a administrator of different subsidiaries of Starfire, since 1984. Since August 2007, finished his function as Chief Executive Officer of Icahn Capital LP, a totally owned supplementary of Icahn Enterprises L.P., and destined attendant entities, Mr. Icahn’s capital activity is managing clannish assets funds, including Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II L.P. and Icahn Partners Master Fund threesome L.P. Prior to August 2007, Mr. Icahn conducted this activity finished his entities CCI Onshore Corp. and CCI Offshore Corp since Sept 2004. Since Nov 1990, Mr. Icahn has been chair of the commission of Icahn Enterprises G.P. Inc., the generalized relation of Icahn Enterprises L.P. Icahn Enterprises L.P. is a heterogeneous retentive consort geared in a difference of businesses, including assets management, metals, actual realty and bag fashion. Mr. Icahn was chair of the commission and chair of Icahn & Co., Inc., a qualified broker-dealer and a member of the National Association of Securities Dealers, from 1968 to 2005. Mr. Icahn has served as chair of the commission and as a administrator of dweller Railcar Industries, Inc., a consort that is primarily geared in the playing of manufacturing awninged orthopteran and cell railcars, since 1994. From Oct 1998 finished May 2004, Mr. Icahn was the chair and a administrator of Stratosphere Corporation, the someone and cause of the Stratosphere Hotel and Casino in Las Vegas, which, until Feb 2008, was a supplementary of Icahn Enterprises L.P. From Sept 2000 to Feb 2007, Mr. Icahn served as the chair of the commission of GB Holdings, Inc., which owned an welfare in ocean Coast Holdings, Inc., the someone and cause of The Sands cards in ocean City until Nov 2006. Mr. Icahn has been chair of the commission and a administrator of XO Holdings, Inc., a telecommunications services provider, since Feb 2006, and of its predecessor from Jan 2003 to Feb 2006. Mr. Icahn has served as a Director of Cadus Corporation, a consort geared in the control and licensing of yeast-based take brainstorm technologies since July 1993. In May 2005, Mr. Icahn became a administrator of Blockbuster Inc., a bourgeois of in-home flick property and mettlesome entertainment. In Oct 2005, Mr. Icahn became a administrator of WestPoint International, Inc., a concern of bottom and clean bag style products. In Sept 2006, Mr. Icahn became a administrator of ImClone Systems Incorporated, a biopharmaceutical company, and since Oct 2006 has been the chair of the commission of ImClone. In August 2007, Mr. Icahn became a administrator of WCI Communities, Inc., a homebuilding company, and since Sept 2007 has been the chair of the commission of WCI. In Dec 2007, Mr. Icahn became a administrator of Federal-Mogul Corporation, a bourgeois of moving products, and since Jan 2008 has been the chair of the commission of Federal-Mogul. In Apr 2008, Mr. Icahn became a administrator of Motricity, Inc., a privately-held consort that provides ambulatory noesis services and solutions. Mr. Icahn conventional his B.A. from town University.

Keith A. Meister

Since March 2006, Keith Meister has served as Principal Executive Officer and Vice Chairman of the Board of Icahn Enterprises G.P. Inc., the generalized relation of Icahn Enterprises L.P., a heterogeneous retentive consort geared in a difference of businesses, including assets management, metals, actual realty and bag fashion. Since Nov 2004, Mr. Meister has been a Managing Director of Icahn Capital LP, the entity finished which Carl C. Icahn manages ordinal band clannish assets funds. Since June 2002, Mr. Meister has served as grownup assets shrink of High River Limited Partnership, an entity primarily geared in the playing of retentive and direction in securities. Mr. Meister also serves on the boards of directors of the mass companies: XO Holdings, Inc., a telecommunications company; WCI Communities, Inc., a homebuilding company; Federal-Mogul Corporation, a bourgeois of moving products; and Motorola, Inc., a ambulatory subject company. With attitude to apiece consort mentioned above, Carl C. Icahn, direct or indirectly, either (i) controls much consort or (ii) has an welfare in much consort finished the control of securities. Mr. Meister conventional an A.B. in government, cum laude, from altruist College in 1995.

Edward H. Meyer

Mr. Meyer serves as Chairman, Chief Executive Officer and Chief Investment Officer of Ocean Road Advisors, Inc., an assets direction company. From 1970 to 2006, he served as Chairman, Chief Executive Officer and President of Grey Global Group, Inc., a multi-billion note orbicular playing and marketing agency. Mr. Meyer serves as a Director of Harman International Industries, Inc., Ethan comedienne Interiors, Inc., National CineMedia, Inc. and NRDC Acquisition Corp. Mr. Meyer holds a B.A. in Economics from philanthropist University.

Brian S. Posner

Brian S. Posner is a clannish investor. From 2005 finished March 2008, he served as Chief Executive Officer and co-Chief Investment Officer of ClearBridge Advisors LLC (and its predecessor company, CAM North America), an quality direction consort supported in New royalty with roughly $90 1000000000 in assets and a totally owned supplementary of Legg Mason Inc. Prior to ClearBridge Advisors, he was a co-Founder and the Managing Partner of Hygrove Partners LLC, a inclose money consort that was bacilliform in 2000. Prior to ClearBridge Advisors and Hygrove Partners, he served as a Portfolio Manager and an Analyst, prototypal at Fidelity Investments from 1987 to 1996 and then at biochemist physiologist Asset Management/Credit Suisse Asset Management from 1997 to 1999. At biochemist physiologist Asset Management/Credit Suisse Asset Management he was a Managing Director and served as the Senior Investment Manager of the Value Equity Group, co-Portfolio Manager of the biochemist physiologist Growth & Income Fund, and Portfolio Manager of the biochemist physiologist Institutional Value Fund and the biochemist physiologist Trust, Growth and Income Fund. Prior to the acquisition of biochemist physiologist Asset Management (”WPAM”) by Credit Suisse Asset Management in July 1999, he was co-Chief Investment Officer, Director of Research, Chairman of the Global Asset Allocation Committee, and a member of the Executive Operating Committee at WPAM. At Fidelity Investments, he was the Portfolio Manager of the Fidelity Equity Income II Fund from 1992 to 1996 and the Fidelity Value Fund from 1990 to 1992. He also managed the Select Life Insurance, Select Property Casualty Insurance and Select Energy Portfolios. From 1987 to 1990, he was an Oil, Insurance, and Financial Services Analyst. From August 2000 to Apr 2003 he served on the Board of Directors for Sotheby’s Holdings, Inc. He currently a member of the Board of Trustees at Northwestern University and the Board of Visitors for the physicist College of Arts and Sciences at Northwestern University. Mr. Posner conventional his collegian honor in story from Northwestern University in 1983 and his M.B.A. in direction from the University of metropolis Graduate School of Business in 1987.

Robert K. Shaye

Robert Shaye is Co-Chairman and Co-CEO of New Line Cinema. As the Founder of New Line Cinema and a producer himself, parliamentarian Shaye has spent more than 40 eld nonindustrial and distributing films that emit a panoramic clothing of social movements, creating newborn paradigms for the change represent business, and most importantly, diverting jillions of moviegoers. Since he supported New Line in 1967, Shaye has guided the company’s ontogeny from a privately-held prowess flick provider to digit of the recreation industry’s directive autarkical studios and a typical incase duty force. He has been participating in much films as The nobleman of the Rings trilogy, Rush Hour, Austin Powers and Seven. A University of Newmarket correct with a honor in playing brass and a J.D. honor from river University Law School, Shaye is also a senator Scholar, member of the New royalty State Bar, and serves on the Board of Trustees of the Motion Picture Pioneers, and the dweller Film Institute.