Friday, January 23, 2009

Icahn Issues an Open Letter to Other Investors in Steel Partners' Fund


Carl C. Icahn
767 Fifth Avenue
New York, New York 10153

January 23, 2009

Dear Fellow Investors:

As you know, Steel Partners has announced the "WebFinancial
Solution" which we believe would be extremely detrimental to all of
our investments in Steel Partners. I am against that transaction and
a lawsuit has been filed to oppose it in Delaware.

I believe it will be beneficial for all investors in Steel Partners
to meet to discuss the "WebFinancial Solution." Because Steel Partners
has refused to make a list of investors available to us, we ask that you
call either Susan Gordon (212-702-4309) or Sue Zippo (212-702-4310) at
my office. Please provide them with your name and phone number. We
will then contact investors and arrange for a meeting.

Steel Partners' actions to date and plans for the future are
significant events for all of us and I strongly believe that we should
meet to share our thoughts and concerns.

I look forward to meeting all of you.

Very truly yours,

Carl C. Icahn