NEW YORK, May 15 /PRNewswire/ -- Carl Icahn today announced that the
following letter was delivered today to Yahoo! with the attached
biographies of our ten nominees for the Yahoo! board.

    SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER
DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY Carl C. Icahn AND HIS
AFFILIATES FROM THE STOCKHOLDERS OF YAHOO! INC. FOR USE AT ITS ANNUAL
MEETING, WHEN AND IF THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS
IN ANY SUCH PROXY SOLICITATION. WHEN AND IF COMPLETED, A DEFINITIVE PROXY
STATEMENT AND A FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF YAHOO! INC.
AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE
COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE
POTENTIAL PARTICIPANTS IN A POTENTIAL PROXY SOLICITATION IS CONTAINED IN
EXHIBIT 1 TO THE SCHEDULE 14A BEING FILED TODAY WITH THE SECURITIES AND
EXCHANGE COMMISSION.



                                Carl C. Icahn
                               ICAHN CAPITAL LP
                         767 Fifth Avenue, 47th Floor
                              New York, NY 10153

    May 15, 2008

    Roy Bostock
    Chairman
    Yahoo! Inc.
    701 First Avenue
    Sunnyvale, CA 94089

    Dear Mr. Bostock:
    It is clear to me that the board of directors of Yahoo has acted
irrationally and lost the faith of shareholders and Microsoft. It is quite
obvious that Microsoft's bid of $33 per share is a superior alternative to
Yahoo's prospects on a standalone basis. I am perplexed by the board's
actions. It is irresponsible to hide behind management's more than overly
optimistic financial forecasts. It is unconscionable that you have not
allowed your shareholders to choose to accept an offer that represented a
72% premium over Yahoo's closing price of $19.18 on the day before the
initial Microsoft offer. I and many of your shareholders strongly believe
that a combination between Yahoo and Microsoft would form a dynamic company
and more importantly would be a force strong enough to compete with Google
on the Internet.

    During the past week, a number of shareholders have asked me to lead a
proxy fight to attempt to remove the current board and to establish a new
board which would attempt to negotiate a successful merger with Microsoft,
something that in my opinion the current board has completely botched. I
believe that a combination between Microsoft and Yahoo is by far the most
sensible path for both companies. I have therefore taken the following
actions: (1) during the last 10 days, I have purchased approximately 59
million shares and share-equivalents of Yahoo; (2) I have formed a
10-person slate which will stand for election against the current board;
and (3) I have sought antitrust clearance from the Federal Trade Commission
to acquire up to approximately $2.5 billion worth of Yahoo stock. The
biographies of the members of our slate are attached to this letter. A more
formal notification is being delivered today to Yahoo under separate cover.

    While it is my understanding that you do not intend to enter into any
transaction that would impede a Microsoft-Yahoo merger, I am concerned that
in several recent press releases you stated that you intend to pursue
certain "strategic alternatives". I therefore hope and trust that if there
is any question that these "strategic alternatives" might in any way impede
a future Microsoft merger you will at the very least allow shareholders to
opine on them before embarking on such a transaction.

    I sincerely hope you heed the wishes of your shareholders and move
expeditiously to negotiate a merger with Microsoft, thereby making a proxy
fight unnecessary.



    Sincerely yours,

    CARL C. ICAHN

                              SLATE BIOGRAPHIES
    Lucian A. Bebchuk

    Lucian Bebchuk is the William J. Friedman and Alicia Townsend Friedman
Professor of Law, Economics, and Finance and Director of the Program on
Corporate Governance at Harvard Law School. Bebchuk is also a Research
Associate of the National Bureau of Economic Research and Inaugural Fellow
of the European Corporate Governance Network. Trained in both law and
economics, Bebchuk holds an LL.M. and S.J.D. from Harvard Law School and an
M.A. and Ph.D in Economics from the Harvard Economics Department. He joined
the Harvard Law School faculty in 1986 as an assistant professor, becoming
a full professor in 1988, and the Friedman Professor of Law, Economics and
Finance in 1998. Bebchuk has written extensively on corporate governance,
corporate control, and corporate transactions. He has published more than
seventy research articles in academic journals in law, economics, and
finance. Upon electing him to membership in 2000, the American Academy of
Arts and Sciences cited him as "[o]ne of the nation's leading scholars of
law and economics," who "has made major contribution to the study of
corporate control, governance, and insolvency." He is the 2007-2008
President of the American Law and Economics Association, and a former chair
of the Business Association Section of the American Association of Law
Teachers. Bebchuk's recent writings include 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 frequent contributor to policy making and public
discourse in the corporate governance area. He has appeared before the
Senate Finance Committee, the House Committee of Financial Services, and
the SEC. He has published many op-ed pieces, including in the Wall Street
Journal, the New York Times, and the Financial Times. He was included in
the list of "100 most influential people in finance" of Treasury & Risk
Management and the list of "100 most influential players in corporate
governance" of Directorship magazine.

    Frank J. Biondi, Jr.

    Since March 1999, Mr. Biondi has served as Senior Managing Director of
WaterView Advisors LLC, an investment advisor organization. From April 1996
to November 1998, Mr. Biondi served as Chairman and Chief Executive Officer
of Universal Studios, Inc. From July 1987 to January 1996, Mr. Biondi
served as President and Chief Executive Officer of Viacom, Inc. Mr. Biondi
is a director of Amgen Inc., Cablevision Systems Corp., Hasbro, Inc., The
Bank of New York Mellon Corporation and Seagate Technology. Mr. Biondi is a
graduate of Princeton University and earned a Masters of Business
Administration from Harvard University.

    John H. Chapple

    John Chapple is President of Hawkeye Investments LLC, a privately-owned
equity firm investing primarily in telecommunications and real estate
ventures frequently working in conjunction with Rally Capital LLC. Prior to
forming Hawkeye, John Chapple worked to organize Nextel Partners, a
provider of digital wireless services in mid-size and smaller 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 public in February 2000 and was traded on the
NASDAQ Exchange. In June 2006, the company 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 addition to the General Motors Place sports arena and retail
interests. From 1988 to 1995, he served as Executive Vice President of
Operations for McCaw Cellular Communications and subsequently AT&T Wireless
Services following the merger of those companies. From 1978 to 1983, he
served on the senior management team of Rogers Cablesystems before moving
to American Cablesystems as Senior Vice President of Operations from 1983
to 1988. Mr. Chapple, a graduate of Syracuse University and Harvard
University's Advanced Management Program, has 26 years of experience in the
cable television and wireless communications industries. Mr. Chapple is the
past Chairman of Cellular One Group and CTIA-The Wireless Association, past
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 Syracuse University Board of Trustees currently as Chairman and the
Advisory Board for the Maxwell School of Syracuse University. He is also on
the Board of Directors of Cbeyond, Inc., a publicly traded Atlanta-based
integrated service telephony company; Seamobile Enterprises, a privately
held company providing integrated wireless services at sea; Telesphere, a
privately held VOIP (voice over internet protocol) company based in
Phoenix, Arizona; and on the advisory boards of Diamond Castle Holdings,
LLC, a private equity firm based in New York City and the Daniel J. Evans
School of Public Affairs at University of Washington.

    Mark Cuban

    Since early 2000, Mr. Cuban has been the majority and controlling owner
of the National Basketball Association franchise, the Dallas Mavericks. In
2001, Mr. Cuban co-founded HDNet, an all high-definition television network
on DIRECTV that broadcasts high-definition sports, movies and other
entertainment. Prior to his purchase of the Dallas Mavericks, Mr. Cuban co-
founded Broadcast.com in 1995 and served as its Chairman of the Board until
it was sold to Yahoo! in July of 1999. Before Broadcast.com, Mr. Cuban
co-founded MicroSolutions, a national systems integrator, in 1983, which
was later sold to CompuServe Corporation in 1990. Mr. Cuban is an active
investor in cutting- edge technologies and various industries, including
the entertainment industry.

    Adam Dell

    Since January 2000, Mr. Dell has served as the Managing General Partner
of Impact Venture Partners, a venture capital firm focused on information
technology investments. He also serves as Managing Director at Steelpoint
Capital Partners, a private equity firm with offices in New York and
California. From October 1998 to January 2000, Mr. Dell was a Senior
Associate and subsequently 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 January
1996 to June 1997 Mr. Dell was associated with the law firm of Winstead
Sechrest & Minick, in Austin, Texas, where he practiced corporate 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 director of XO Holdings, Inc., a
telecommunications services provider, since February 2006, and of its
predecessor from January 2003 to February 2006. In addition, Mr. Dell
currently serves on the boards of directors of the Santa Fe Institute,
MessageOne and OpenTable. He also teaches a course at the Columbia Business
School on business, technology and innovation and is a contributing
columnist to the technology publication, Business 2.0. Mr. Dell received a
J.D. from University of Texas and a B.A. from Tulane University.

    Carl C. Icahn

    Mr. Icahn has served as chairman of the board and a director of
Starfire Holding Corporation, a privately-held holding company, and
chairman of the board and a director of various subsidiaries of Starfire,
since 1984. Since August 2007, through his position as Chief Executive
Officer of Icahn Capital LP, a wholly owned subsidiary of Icahn Enterprises
L.P., and certain related entities, Mr. Icahn's principal occupation is
managing private investment funds, including Icahn Partners LP, Icahn
Partners Master Fund LP, Icahn Partners Master Fund II L.P. and Icahn
Partners Master Fund III L.P. Prior to August 2007, Mr. Icahn conducted
this occupation through his entities CCI Onshore Corp. and CCI Offshore
Corp since September 2004. Since November 1990, Mr. Icahn has been chairman
of the board of Icahn Enterprises G.P. Inc., the general partner of Icahn
Enterprises L.P. Icahn Enterprises L.P. is a diversified holding company
engaged in a variety of businesses, including investment management,
metals, real estate and home fashion. Mr. Icahn was chairman of the board
and president of Icahn & Co., Inc., a registered broker- dealer and a
member of the National Association of Securities Dealers, from 1968 to
2005. Mr. Icahn has served as chairman of the board and as a director of
American Railcar Industries, Inc., a company that is primarily engaged in
the business of manufacturing covered hopper and tank railcars, since 1994.
From October 1998 through May 2004, Mr. Icahn was the president and a
director of Stratosphere Corporation, the owner and operator of the
Stratosphere Hotel and Casino in Las Vegas, which, until February 2008, was
a subsidiary of Icahn Enterprises L.P. From September 2000 to February
2007, Mr. Icahn served as the chairman of the board of GB Holdings, Inc.,
which owned an interest in Atlantic Coast Holdings, Inc., the owner and
operator of The Sands casino in Atlantic City until November 2006. Mr.
Icahn has been chairman of the board and a director of XO Holdings, Inc., a
telecommunications services provider, since February 2006, and of its
predecessor from January 2003 to February 2006. Mr. Icahn has served as a
Director of Cadus Corporation, a company engaged in the ownership and
licensing of yeast-based drug discovery technologies since July 1993. In
May 2005, Mr. Icahn became a director of Blockbuster Inc., a provider of
in-home movie rental and game entertainment. In October 2005, Mr. Icahn
became a director of WestPoint International, Inc., a manufacturer of bed
and bath home fashion products. In September 2006, Mr. Icahn became a
director of ImClone Systems Incorporated, a biopharmaceutical company, and
since October 2006 has been the chairman of the board of ImClone. In August
2007, Mr. Icahn became a director of WCI Communities, Inc., a homebuilding
company, and since September 2007 has been the chairman of the board of
WCI. In December 2007, Mr. Icahn became a director of Federal-Mogul
Corporation, a supplier of automotive products, and since January 2008 has
been the chairman of the board of Federal-Mogul. In April 2008, Mr. Icahn
became a director of Motricity, Inc., a privately-held company that
provides mobile content services and solutions. Mr. Icahn received his B.A.
from Princeton 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
general partner of Icahn Enterprises L.P., a diversified holding company
engaged in a variety of businesses, including investment management,
metals, real estate and home fashion. Since November 2004, Mr. Meister has
been a Managing Director of Icahn Capital LP, the entity through which Carl
C. Icahn manages third party private investment funds. Since June 2002, Mr.
Meister has served as senior investment analyst of High River Limited
Partnership, an entity primarily engaged in the business of holding and
investing in securities. Mr. Meister also serves on the boards of directors
of the following companies: XO Holdings, Inc., a telecommunications
company; WCI Communities, Inc., a homebuilding company; Federal-Mogul
Corporation, a supplier of automotive products; and Motorola, Inc., a
mobile communications company. With respect to each company mentioned
above, Carl C. Icahn, directly or indirectly, either (i) controls such
company or (ii) has an interest in such company through the ownership of
securities. Mr. Meister received an A.B. in government, cum laude, from
Harvard College in 1995.

    Edward H. Meyer

    Mr. Meyer serves as Chairman, Chief Executive Officer and Chief
Investment Officer of Ocean Road Advisors, Inc., an investment management
company. From 1970 to 2006, he served as Chairman, Chief Executive Officer
and President of Grey Global Group, Inc., a multi-billion dollar global
advertising and marketing agency. Mr. Meyer serves as a Director of Harman
International Industries, Inc., Ethan Allen Interiors, Inc., National
CineMedia, Inc. and NRDC Acquisition Corp. Mr. Meyer holds a B.A. in
Economics from Cornell University.

    Brian S. Posner

    Brian S. Posner is a private investor. From 2005 through 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 asset management company based in New York with approximately $90
billion in assets and a wholly owned subsidiary of Legg Mason Inc. Prior to
ClearBridge Advisors, he was a co-Founder and the Managing Partner of
Hygrove Partners LLC, a hedge fund company that was formed in 2000. Prior
to ClearBridge Advisors and Hygrove Partners, he served as a Portfolio
Manager and an Analyst, first at Fidelity Investments from 1987 to 1996 and
then at Warburg Pincus Asset Management/Credit Suisse Asset Management from
1997 to 1999. At Warburg Pincus 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 Warburg
Pincus Growth & Income Fund, and Portfolio Manager of the Warburg Pincus
Institutional Value Fund and the Warburg Pincus Trust, Growth and Income
Fund. Prior to the acquisition of Warburg Pincus 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 April 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 Weinberg College of Arts and Sciences at
Northwestern University. Mr. Posner received his undergraduate degree in
history from Northwestern University in 1983 and his M.B.A. in finance from
the University of Chicago 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 filmmaker himself, Robert Shaye has spent
more than 40 years developing and distributing films that reflect a wide
array of cultural movements, creating new paradigms for the motion picture
business, and most importantly, entertaining millions of moviegoers. Since
he founded New Line in 1967, Shaye has guided the company's growth from a
privately-held art film distributor to one of the entertainment industry's
leading independent studios and a veritable box office force. He has been
involved in such films as The Lord of the Rings trilogy, Rush Hour, Austin
Powers and Seven. A University of Michigan graduate with a degree in
business administration and a J.D. degree from Columbia University Law
School, Shaye is also a Fulbright Scholar, member of the New York State
Bar, and serves on the Board of Trustees of the Motion Picture Pioneers,
and the American Film Institute.

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