AMENDMENT NO 5.

TO THE

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

AMERICAN REAL ESTATE PARTNERS, L.P.

THIS AMENDMENT NO 5. (the “Amendment No. 5”) to the Amended and Restated Agreement of Limited Partnership of American Real Estate Partners, L.P. (the “Partnership”) dated as of May 12, 1987, as amended (the “Partnership Agreement”) is made and entered into as of September 17, 2007. Capitalized terms used in this Amendment No. 5 that are not otherwise herein defined are used as defined in the Partnership Agreement.

WHEREAS, the Board of Directors of the General Partner met and approved the name change of the Partnership to Icahn Enterprises L.P. on August 8, 2007;

WHEREAS, Section 14.01(a) of the Partnership Agreement provides that the General Partner may, without consent or approval at any time of any Record Holder of Depositary Units, amend any provision of the Partnership Agreement to reflect a change in the name of the Partnership;

WHEREAS, the Partnership Agreement provides that General Partner shall have the right, power and authority, in the management and control of the business and affairs of the Partnership, to do or cause to be done any and all acts deemed by the General Partner to be necessary or appropriate to carry out the purposes and business of the Partnership, as set forth in the Partnership Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements of the parties herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Amendments. (a) Section 2.02 of the Partnership Agreement is hereby amended and restated in its entirety as follows:

“2.02Name of Partnership. The name under which the Partnership shall conduct its business is Icahn Enterprises L.P. Any references in this Agreement to ‘American Real Estate Partners, L.P.’ shall be deemed to be to ‘Icahn Enterprises L.P.’ The business of the Partnership may be conducted under any other name deemed necessary or desirable by the General Partner, in its sole and absolute discretion, except that such name may not include the surname of any Record Holder unless such surname is also the name or surname of the General Partner. The General Partner promptly shall execute, file, and record any assumed or fictitious name certificates or other statements or certificates as are required by the laws of Delaware or any other state in which the Partnership transacts business. The General Partner, in its sole and absolute discretion, may change the name of the Partnership at any time and from time to time.”

(b) The definition of General Partner in Article I of the Partnership agreement is hereby amended and restated in its entirety to read as follows:

“General Partner: Icahn Enterprises G.P. Inc., a Delaware corporation, or any successor appointed pursuant to Sections 11.03, 12.01 or 12.02 hereof, as the case may be. Any references in this Agreement to ‘American Property Investors, Inc.’ or ‘API’ shall be deemed to be to ‘Icahn Enterprises G.P. Inc.’ or ‘IEGP’, as appropriate.”

2. Agreement. Except as amended pursuant to this Amendment No. 5, the Partnership Agreement is ratified, adopted, approved and confirmed in all respects and remains in full force and effect.

3.Governing Law. Notwithstanding the place where this Amendment No. 5 may be executed, all of the terms and provisions hereof shall be construed and governed by the substantive laws of the State of Delaware, without regard to the principles of conflict of laws.

4.This Amendment No. 5 shall become effective as of the date hereof upon its execution by the General Partner.

IN WITNESS WHEREOF, the General Partner has executed this Amendment as of the date first written above.

GENERAL PARTNER
Icahn Enterprises G.P. Inc.
By:	/s/ Andrew R. Skobe
Name:	Andrew R. Skobe
Title:	Interim Chief Financial Officer

7200/12474-001 Current/10074622v5	Amendment No. 5 to Amended and Restated
	Agreement of Limited Partnership of
	American Real Estate Partners, L.P

AMENDMENT NO 6.

TO THE

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

ICAHN ENTERPRISES L.P.

THIS AMENDMENT NO 6. (the “Amendment No. 6”) to the Amended and Restated Agreement of Limited Partnership of Icahn Enterprises L.P. (the “Partnership”) dated as of May 12, 1987, as amended (the “Partnership Agreement”) is made and entered into as of December 17, 2007. Capitalized terms used in this Amendment No. 6 that are not otherwise herein defined are used as defined in the Partnership Agreement.

WHEREAS, on August 8, 2006, the Securities and Exchange Commission approved amendments to Rule 501.00 DRS Participation of the New York Stock Exchange (“NYSE”) Listed Company Manual, which requires securities listed on the NYSE to be eligible for a direct registration program operated by a clearing agency registered under Section 17A of the Exchange Act;

WHEREAS, Section 14.01(f)(iv) of the Partnership Agreement provides that the General Partner may, without consent or approval at any time of any Record Holder of Depositary Units, amend any provision of the Partnership Agreement to reflect a change that is necessary or desirable to facilitate the trading of the Depositary Units or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Depositary Units are listed for trading, compliance with any of which the General Partner deems to be in the interests of the Partnership, the Limited Partners, Record Holders of Depositary Units, Non-Consenting Investors or Subsequent Transferees; and

WHEREAS, the Partnership Agreement provides that General Partner shall have the right, power and authority, in the management and control of the business and affairs of the Partnership, to do or cause to be done any and all acts deemed by the General Partner to be necessary or appropriate to carry out the purposes and business of the Partnership, as set forth in the Partnership Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements of the parties herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Amendment. Section 9.01 of the Partnership Agreement is hereby amended and restated in its entirety to read as follows:

“9.01. (a) Issuance of Certificates. On the Closing Date, the General Partner shall cause the Partnership to issue one or more Certificates evidencing the aggregate whole number of Units to which the API Investors in API Partnerships that participate in the Exchange are entitled to be issued pursuant to the Exchange and shall deposit such Certificate(s) with the Depositary and cause the Depositary to issue Depositary Units as specified in the Merger Agreements. Such Certificates shall be substantially in the form attached hereto as Exhibit A. Upon the issuance of Units to Additional Limited Partners pursuant to Section 4.05, the General Partner shall cause the Partnership to issue one or more Certificates representing in the aggregate the whole number of Units to be so issued to each such Additional Limited Partner. Upon the transfer of a Unit in accordance with Article X, the General Partner shall cause the Partnership to issue replacement Certificates, according to such procedures as the General Partner shall establish. The Certificates issued pursuant to this Section 9.01 shall, upon issuance, be deposited with the Depositary pursuant to the Depositary Agreement, and the Depositary will issue Depositary Receipts for the Depositary Units represented thereby.

(b) Book-Entry System for Ownership of Depositary Units and Preferred Units. The General Partner is authorized to cause the Partnership to issue Depositary Units and Preferred Units in the form of uncertificated Units. Such uncertificated Depositary Units and Preferred Units shall be credited to a book entry account maintained by the General Partner of the Partnership (or its designee) on behalf of the holders.

(c) Direct Registration Program. On and after January 1, 2008, the Depositary Units and Preferred Units shall be eligible for a direct registration program operated by a clearing agency registered under Section 17A of the Exchange Act. The General Partner is authorized to take such action as may be required to establish such direct registration program, which program will be established at the General Partner’s discretion”

2. Agreement. Except as amended pursuant to this Amendment No. 6, the Partnership Agreement is ratified, adopted, approved and confirmed in all respects and remains in full force and effect.

3.Governing Law. Notwithstanding the place where this Amendment No. 6 may be executed, all of the terms and provisions hereof shall be construed and governed by the substantive laws of the State of Delaware, without regard to the principles of conflict of laws.

4.This Amendment No. 6 shall become effective as of the date hereof upon its execution by the General Partner.

IN WITNESS WHEREOF, the General Partner has executed this Amendment as of the date first written above.

GENERAL PARTNER
Icahn Enterprises G.P. Inc.
By:	/s/ Andrew R. Skobe
Name:	Andrew R. Skobe
Title:	Interim Chief Financial Officer

{00003289.DOC;1}
	Amendment No. 6 to Amended and Restated
	Agreement of Limited Partnership of
	American Real Estate Partners,