Navigation Icahn Conversion to T. Rowe Price IT’S ABOUT BEING THERE. Icahn Conversion to T. Rowe Price

Navigation Conversion Overview Conversion Two Conversion One Conversion Three All Conversions Complete July 2009 August 2009September 2009October 2009November 2009January 2010 Convert plans from Principal & Hartford Convert plans from Fidelity Convert plans from Prudential December 2009

Navigation Process Overview Month VMonth IVMonth IIIMonth IIMonth I  Test valuation from existing providers  Plan sponsor approval Icahn Team Icahn Participant  Initial planning session w/TRP  Communication audit  Conference calls  Formalize investment strategy  Begin production  Announcement letter mailed  Prepare service agreement  Conversion brochure & SOX notice distributed  Follow-up with existing providers  Information kits sent Phone lines open  Employee meetings   Service agreement finalized and executed  Conversion data to TRP Full services begin  Create participant data base  Submit test data   Conversion money to TRP TRP Conversion Team  TRP to submit test salary deferral & loan extract file   Plan features and resume on system   Post conversion  Window period turned on for auto investment   Approve administrative procedures

Navigation Icahn TRP Participant Month One Objectives TRP Team: – Review Plan documents/ Summary Plan Description – Prepare planning document – Prepare communication audit document – Identify key decisions and outstanding questions –Prepare service agreements –Prepare administrative procedures Icahn Team: – Deliver Plan documents/ Summary Plan Description – Identify internal resources – Notify current provider – Select investment menu – Identify employee meeting needs –Finalize plan design Combined Team: – Conduct initial planning meeting – Plan design – Services – Determine payroll required files – Determine payroll file layouts – Determine payroll file testing timing – Conduct communication fact-finding – Identify processing time frames and due dates –Establish communications success criteria –Conduct regularly scheduled status meeting conference calls Month One Milestones  Plan Sponsor selects investment menu  Initial planning session/Communication fact-finding (Discuss plan design/payroll services)

Navigation Icahn TRP Participant Month Two Objectives  Conference call with existing providers Month Two Milestones  Finalize communication strategy  Announcement letter mailed TRP Team: –Prepare conversion brochures and SOX notices –Review and evaluate data feed for contribution/maintenance files –Setting up the plan features on the recordkeeping system Icahn Team: –Review service agreement and provide comments –Review and finalize administrative procedure –Provide final approval for communications strategy Combined Team: –Conduct regularly scheduled status meeting conference calls –Announcement letter distributed –Conference call with existing providers

Navigation Icahn TRP Participant TRP Team: – Develop and review plan text for phone representatives –Existing providers send test valuation file –Reconcile test conversion from existing providers –Identify data/assets issue –Prepare test salary deferral and loan extract file Month Three Objectives Combined Team: – Conduct regularly scheduled status meeting conference calls –Follow-up call with existing providers Icahn Team: –Prepare live start-up file –Prepare test data for contribution/maintenance –Review comments on test results –Review and provide comments on test salary deferral and loan extract –Review and approve conversion brochures and SOX notices Month Three Milestones  Submit live start-up  Follow up call with existing providers  Conversion brochure and SOX notice distributed  Submit test data (indicative data and contribution)  Test valuation from existing providers  TRP to submit test salary deferral and loan extract files

Navigation Icahn TRP Participant Month Four Milestones TRP Team: –Post live start-up to populate participant data base on TRP recordkeeping system – Set up system for employees to obtain general plan information and fund information –Conduct employee meetings –Window period turned on for auto investment opt out –Finalize and execute service agreements –Finalize administrative procedures Icahn Team: – Review and finalize service agreements – Review and finalize administrative procedures Month Four Objectives  Execute service agreements Combined Team: –Conduct regularly scheduled status meeting conference calls  Information kits sent  Window period turned on for auto investment opt out  Conduct employee meetings  Live start-up data posted to create participant database/ phone lines open

Navigation Icahn TRP Participant Month Five Milestones TRP Team: –Conversion money to TRP –Conversion data to TRP –Prepare conversion complete post cards –Post conversions –Set up participant’s statement format –Operation manual complete –Post first contribution and maintenance files Icahn Team: – Review and authorize posting of conversion – Review and approve participant’s statements – Prepare first contribution and maintenance feed for transmission to TRP Month Five Objectives Combined Team: –Conduct regularly scheduled status meeting conference calls –Finalize any outstanding conversion items –Transition to day-to-day team  Conversion data to TRP  Authorize posting of conversion  Invest assets  Reconcile and post conversion  Full service begins

Navigation Conclusion Month VMonth IVMonth IIIMonth IIMonth I  Test valuation from existing providers  Plan sponsor approval Icahn Team Icahn Participant  Initial planning session w/TRP  Communications audit  Conference calls  Formalize investment strategy  Begin production  Announcement letter mailed  Prepare service agreement  Conversion brochure & SOX notice distributed  Follow-up with existing providers  Information kits sent Phone lines open  Employee meetings   Service agreement finalized and executed  Conversion data to TRP Full services begin  Create participant data base  Submit test data   Conversion money to TRP TRP Conversion Team  TRP to submit test salary deferral & loan extract file   Plan features and resume on system   Post conversion  Window period turned on for auto investment   Approve administrative procedures Successful conversion of the plans!