0001144204-09-012134 Sample Contracts

FORM OF KEITH A. MEISTER AMENDMENT IN RELATION TO SECTION 409A OF THE INTERNAL REVENUE CODE
Icahn Enterprises L.P. • March 4th, 2009 • Investors, nec • New York

This Amendment In Relation to Section 409A of the Internal Revenue Code (this “Amendment”) is entered into this _____ day of December, 2008 by and between Icahn Management LP, a Delaware limited partnership (the “Management Company”), Icahn Onshore LP (the “Onshore GP”) and Icahn Offshore LP (the “Offshore GP” and, together with the Onshore GP, the “Fund GPs”), and Keith Meister, residing at 525 West 22nd Street, New York, NY 10011 (“Employee”).

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