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Carl Icahn announced today that he had informed the Board of Directors of Yahoo! Inc. that he was resigning as a director of Yahoo!. Mr. Icahn told the Board that in his view there was not a need at this time for an activist director at Yahoo! Mr. Icahn indicated that there are a number of other companies on which he is currently focused and therefore would not have the time to give to the business and affairs of Yahoo! required of a Board member properly fulfilling his duties.

Mr. Icahn stated that he commended Yahoo! CEO Carol Bartz on the job she is doing. Mr. Icahn thanked everyone on the Board for acting so responsibly, especially in connection with the search transaction with Microsoft which he strongly advocated and participated in bringing about. Finally, Mr. Icahn indicated that he hoped to continue his relationship with Carol Bartz and the other members of the Yahoo! Board.

A copy of the letter of resignation follows:

To the Yahoo! Board of Directors:

I am hereby tendering my resignation as a director of Yahoo! to take effect immediately.

When I joined the Board, the company was in a state of turmoil. In the period since then, we have all worked together to achieve much for the Company, most notably bringing Carol on to be the CEO and then consummating the search deal with Microsoft. I am proud to have played a role in both these decisions. Carol is doing a great job and I believe the Microsoft transaction will provide great long term benefits, the potential of which many still do not understand.

I don't believe that it is necessary at this time to have an activist on the Board of Yahoo! and currently, my attention is focused on other matters. As a result, I do not presently have the time that is necessary to devote to the business and affairs of Yahoo! required if a board member is to fulfill his fiduciary duties to the shareholders

Again, I want to thank the members of the Board for acting so responsibly during my tenure. I look forward to maintaining my relationship with each of you.

Sincerely,

Carl Icahn