NEW YORK, June 9 /PRNewswire/ -- Carl Icahn today announced that the
following letter was delivered to the board of directors of Yahoo!

    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 THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN THE
PROXY SOLICITATION. WHEN 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 PARTICIPANTS IN THE
PROXY SOLICITATION IS CONTAINED IN THE PRELIMINARY PROXY STATEMENT ON
SCHEDULE 14A THAT WAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
JUNE 6, 2008.





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

    June 9, 2008

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

    After reading Yahoo!'s press release put out on Friday in response to
my letter of that morning, I cannot help but wonder if you even read my
letter.

    Again, Yahoo! keeps repeating misstatements in the hope it will
convince its shareholders that these misstatements are valid. I cannot
understand why the Yahoo! board feels so strongly about its "poison pill"
severance plan and why it continues to refuse to rescind it. How can you
continue to repeat that your severance plan is in the best interests of
shareholders and employees? Indeed, Yahoo!'s own compensation advisor
called the severance plan "nuts." Is it not true, as the shareholder
complaint stated, that Microsoft's CEO earmarked $1.5 billion for employee
retention (a benefit you neglected to tell your employees about)? Is it not
better to incentivize employees to stay in their jobs than to quit? Instead
of just continuing to repeat the mantra that we have made an inaccurate
interpretation of your severance plan, why do you refuse to go into detail
as to why our interpretation is incorrect? Additionally, a New York paper
reported this weekend that "sources close to Microsoft said the severance
plan was a 'big issue' when deciding what price they could pay for Yahoo!"

    In your press release from Friday, you stated again that I do not have
a credible plan for Yahoo! Did you even bother to read my letter, which
went into great detail on what measures I would ask the new board to take?
Ironically, while you keep inquiring about my plans, it is interesting to
note that Yahoo!'s board has been busy reaping great compensation benefits.
Indeed, you made approximately $10,000 per week last year -- not bad for a
board member. I believe most of your shareholders would be interested in
seeing your time sheets -- especially in light of the fact that, in my
estimation, most of your so-called "plans" over the last few years have
been failures. Remember the old adage -- those who live in glass houses
should not throw stones. Perhaps most importantly, under my plan, I would
ask the Board to bring in a talented and experienced CEO to replace Jerry
Yang and return Jerry to his role as "Chief Yahoo!" It is extremely
important to note that Google hired a great operator as a CEO who helped to
transform the Company into a giant at the expense of Yahoo! According to
publicly available financial information, while Google's income from
operations grew 59% per year over the last two years, Yahoo!'s income from
operations shrank 21%. What was the board doing over this period? Where was
their great "plan"? I believe a new CEO with operating experience might
well have had and might still have a very salutary impact on Yahoo! I ask
again what your great "plan" has been over the last few years. Why did you
permit Google to leave you in the dust?

    I outlined a number of questions in Friday's letter. Why don't you do
me the courtesy of answering my questions as I have answered yours?



    Sincerely yours,


    CARL C. ICAHN

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