Letter - Carl Icahn to Roy Bostock

Your thoughts?

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

June 6, 2008

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

Dear Roy:

While
you may take issue with the content of my letter, I take issue with
your oversight of Yahoo! Again, I stand by my characterization of your
"poison pill" severance plan and I find it humorous to see you attempt
to defend it.

Roy,
it is you who "misrepresents and misstates the details" of the plan.
Much like the rhetoric in many well known political campaigns, you keep
repeating misstatements in the hopes that by repeating misstatements
enough times it will convince your shareholders that these
misstatements are valid. For example, you repeated, "the plan was fully
disclosed at the time of its adoption and should be no surprise to
anyone at this point." This is simply not true. The egregious magnitude
of the dollar amount cost of the plan was never fully disclosed, nor
was the email from your compensation advisor calling the plan "nuts."
While you keep repeating that the severance plan was in the "best
interests of shareholders", you neglect to mention that the financial
cost of the plan could be immense. The documents obtained during
discovery and released in the shareholder complaint show that Yahoo!
estimates the maximum change in control severance expenses to be a
staggering $2.4 billion if Microsoft bids $35 per share for Yahoo! You
neglected to mention that the true cost to an acquirer may be even
higher as the perverse change in control severance incentives may
diminish the work effort of Yahoo! employees. In case you do not
understand the plan, in addition to the $2.4 billion of severance
expenses, I believe the plan will negatively impact employee behavior
and degrade the ability of an acquirer to successfully integrate the
acquisition. In the event of a change of control, the employee may
decide not to work as hard in the hopes of cashing in on a robust
severance package that awards up to two years salary and benefits,
$15,000 of outplacement expenses, and accelerated vesting of stock
options and restricted stock units. To make matters worse, it is not
just the acquirer firing the employee that can trigger the severance
package but the employee who may decide on his or her own to resign for
"good reason" at any point within two years of a change in control. It
is quite obvious to me that this plan impacts the price an acquirer
would pay. Is it any wonder than an acquirer, once fully comprehending
this plan, might not wish to negotiate any further? I again call upon
you to honor your fiduciary duty to your shareholders and rescind this
"poison pill" severance plan.

You asked, "what
exactly would happen to our Company if you and your nominees were to
take control of Yahoo!" I will give you my perspective on that.

-- First, I would work to have the board replace your "poison pill"
severance plan with an acceptable alternative.

-- Second, I intend to ask our new board to hire a talented and
experienced CEO (attempting to replicate Google's success with Eric
Schmidt) to replace Jerry Yang and return Jerry to his role as "Chief
Yahoo". Indeed, it was much speculated that Jerry would serve in the
CEO role temporarily until a permanent CEO was hired after the board
asked Terry Semel to resign.

-- Third, I intend to ask our new board to inform Microsoft that unless
any alternative transaction can insure a $33 or higher stock price (of
which I am skeptical) all talks of alternative transactions are over.

-- Fourth, I will ask our new board to offer publicly to sell Yahoo! to
Microsoft in a friendly and cooperative transaction.

-- Fifth, to the extent Microsoft does not want to make a proposal, I will
ask our new board do a deal on search with Google, but only if it
contains termination provisions that would in no way impede a
subsequent acquisition by Microsoft.

Now let me ask you a couple of questions, Roy:

-- Why don't you, now that you have the opportunity, remove the "poison
pill" severance plan that I find to be ridiculous and thereby remove a
major obstacle to a Microsoft acquisition?

-- In my opinion, Microsoft does not believe you will ever sell the entire
company on a friendly basis. So why don't you stop dancing around the
subject and publicly offer to sell the company to Microsoft for $34.375
per share and promise to cooperate completely?

-- Why are you still giving hope to Microsoft that there is a possible
"alternative deal"? As long as there is the possibility of an
"alternative deal", isn't it obvious that Microsoft will not make a bid
for the whole company?

Sincerely yours,

CARL C. ICAHN