PREC14A 1 v215035_prec14a.htm Unassociated Document
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant ¨

Filed by a Party other than the Registrant x

Check the appropriate box:

x
Preliminary Proxy Statement
¨
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨
Definitive Proxy Statement
¨
Definitive Additional Materials
¨
Soliciting Material Pursuant to § 240.14a-12

MENTOR GRAPHICS CORPORATION

(Name of Registrant as Specified In Its Charter)

HIGH RIVER LIMITED PARTNERSHIP
HOPPER INVESTMENTS LLC
BARBERRY CORP.
ICAHN PARTNERS LP
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN ENTERPRISES G.P. INC.
ICAHN ENTERPRISES HOLDINGS L.P.
IPH GP LLC
ICAHN CAPITAL L.P.
ICAHN ONSHORE LP
ICAHN OFFSHORE LP
BECKTON CORP.
MR. JOSÉ MARIA ALAPONT
MR. BRETT ICAHN
MR. CARL C. ICAHN
MR. GARY MEYERS
MR. DAVID SCHECHTER

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

x
No fee required.

¨
Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

1)             Title of each class of securities to which transaction applies:

2)             Aggregate number of securities to which transaction applies:

3)             Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)             Proposed maximum aggregate value of transaction:

5)             Total fee paid:

¨
Fee paid previously with preliminary materials.

¨           Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)             Amount Previously Paid:

2)             Form, Schedule or Registration Statement No.:

3)             Filing Party:

4)             Date Filed:

 
 
 
 
[PRELIMINARY COPY, SUBJECT TO COMPLETION]

2011 ANNUAL MEETING OF SHAREHOLDERS

OF

MENTOR GRAPHICS CORPORATION


PROXY STATEMENT

OF

HIGH RIVER LIMITED PARTNERSHIP
HOPPER INVESTMENTS LLC
BARBERRY CORP.
ICAHN PARTNERS LP
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN ENTERPRISES G.P. INC.
ICAHN ENTERPRISES HOLDINGS L.P.
IPH GP LLC
ICAHN CAPITAL L.P.
ICAHN ONSHORE LP
ICAHN OFFSHORE LP
BECKTON CORP.
MR. JOSÉ MARIA ALAPONT
MR. BRETT ICAHN
MR. CARL C. ICAHN
MR. GARY MEYERS
MR. DAVID SCHECHTER
 

To Our Fellow Mentor Graphics Shareholders:

This Proxy Statement and the accompanying GOLD proxy card are being furnished to shareholders ("Shareholders") of Mentor Graphics Corporation, 8005 S.W. Boeckman Road, Wilsonville, OR 97070-7777 ("Mentor Graphics" or the "Company"), in connection with the solicitation of proxies by Carl C. Icahn and the other Participants (as hereinafter defined), to be used at the 2011 Annual Meeting of Shareholders of Mentor Graphics (the "Annual Meeting") which is scheduled to be held at [      ], on Thursday, May 12, 2011, at [     ] p.m., Pacific Daylight Time, and at any adjournments, postponements or continuations thereof. This Proxy Statement and the GOLD proxy card are first being furnished to Shareholders on or about March [  ], 2011.

 
 
 

At the Annual Meeting, the Participants (sometimes referred to herein as "we," "us," or "our") will seek to elect to the Board of Directors (the "Board") of Mentor Graphics the following persons (each a "Nominee" and collectively, the "Nominees"):

Mr. José Maria Alapont
Mr. Gary Meyers
Mr. David Schechter
 
By letter dated February 22, 2011, Carl C. Icahn informed the Company that he believed it should be put up for sale and he offered that one of the entities affiliated with him would purchase Mentor Graphics in a transaction, the form of which is to be determined, designed to yield the Shareholders $17 per share net in cash.  The offer was conditioned on completion of cursory due diligence, and the absence of applicability of certain anti-takeover devices and laws. Mr. Icahn offered not to provide a break-up fee in the transaction so as not to impose a roadblock on others who may want to consider bidding higher than his offer. To date, the Company has not either accepted or rejected Mr. Icahn’s offer and it has not set a timetable for doing so, nor has it offered to commence the due diligence process. We anticipate that, as Board members, the Nominees will, subject to their fiduciary duties, attempt to cause the Company to begin an open and fair auction process at the end of which the best offer will be brought to the Company's shareholders for a vote. However, our three Nominees, if elected, would collectively constitute only minority representation on the Board. Therefore, even if our Nominees choose to act together on certain issues, they will not have the capability on their own to effectuate change without the support of some of the existing Board members.

Mr. Alapont is a highly accomplished executive with more than 30 years of global leadership experience at both vehicle manufacturers and suppliers, with business and operations responsibilities in the Europe, Middle East and Africa, Asia Pacific, and Americas regions. Among other qualifications, Mr. Meyers has extensive experience in the semiconductor industry, in particular a strong systems level background, as well as executive leadership experience. Mr. Schechter has a strong record as a sophisticated investor and has served on a number of public and private boards, which experience has provided him with a broad understanding of the operational, financial and strategic issues facing public and private companies. We believe that these individuals' knowledge of industry, investments and corporate finance will significantly improve the business expertise of the Board of Directors. We also believe that each Nominee is a strong shareholder-oriented individual who will help represent the best interests of the Shareholders.

Each of our Nominees has consented to being named in this Proxy Statement and, if elected, to serve as a director.

 
2
 
Under the proxy rules of the Securities and Exchange Commission ("Commission"), we are required either to solicit proxies only for our Nominees, which would result in limiting the ability of Shareholders to fully exercise their voting rights to vote for a full complement of directors, or, alternatively, to solicit proxies in support of our Nominees and also to seek authority from Shareholders to vote for all of the Mentor Graphics nominees other than those Mentor Graphics nominees we specify, which enables a Shareholder who desires to vote for a full complement of eight director nominees to use the GOLD proxy card to vote for our Nominees as well as for all or some of those of the Mentor Graphics nominees for whom we are seeking authority to vote. We have determined to nominate a slate of three Nominees, Mr. Alapont, Mr. Meyers and Mr. Schechter, and are seeking authority to vote for all of Mentor Graphics' nominees other than Dr. James R. Fiebiger, Ms. Marsha B. Congdon, and Dr. Fontaine K. Richardson, whose longevity on the Board ranges from 17 to 28 years. As a result, should a Shareholder so authorize us, on the GOLD proxy card, we would cast votes for our three Nominees and five Mentor Graphics nominees, which enables a Shareholder to vote for a full complement of eight director nominees. None of the Mentor Graphics nominees for whom we seek authority to vote have agreed to serve with any of our Nominees, if elected, and there is no assurance that any of the Mentor Graphics nominees will serve as directors of Mentor Graphics if any or all of the Nominees are elected to the Board. Additionally, if Mentor Graphics does not nominate the individuals for whom we seek authority to vote, our GOLD proxy card will not allow such Shareholder to utilize the GOLD proxy card to vote for such individual. If such event occurs we reserve our right to amend our proxy materials to allow for the vote for a full complement of eight directors.

THE PARTICIPANTS URGE YOU TO VOTE THE GOLD PROXY CARD FOR MR. JOSÉ MARIA ALAPONT, MR. GARY MEYERS AND MR. DAVID SCHECHTER.

The Nominees and each of the other Participants have no interest in Mentor Graphics other than through the beneficial ownership (if any) of shares of Common Stock, without par value, of Mentor Graphics (the "Common Stock") or other securities (if any) of Mentor Graphics, except as disclosed herein, including the Annexes hereto, and in the case of Mr. Alapont, through an investment in Icahn Partners, and in the case of Mr. Schechter, through his compensation arrangements described herein, and in the case of Messrs. Alapont and Meyers, pursuant to an agreement in which an affiliate of Carl C. Icahn has agreed to indemnify each such Nominee with respect to certain costs incurred by each such Nominee in connection with the proxy contest relating to the Annual Meeting (the "Nominee Agreement").

Mr. José Maria Alapont, Mr. Gary Meyers and Mr. David Schechter are committed to acting in the best interest of all shareholders of Mentor Graphics. We urge you to vote your GOLD proxy card for Mr. José Maria Alapont, Mr. Gary Meyers and Mr. David Schechter.

IMPORTANT

We urge you not to sign any white proxy card sent to you by Mentor Graphics. If you have already done so, you may revoke your proxy by delivering a later-dated GOLD proxy card in the enclosed postage-prepaid envelope, executing a vote via Internet or telephone, or by voting in person at the Annual Meeting. See "Proxy Procedures" and "Revocation of Proxies" below.

 
3
 

If you attend the Annual Meeting and you beneficially own shares of Common Stock but are not the record owner, your mere attendance at the Annual Meeting WILL NOT be sufficient to cancel your prior given proxy card. You must have written authority in the form of a legal proxy from the record owner to vote the shares of Common Stock in its name at the meeting. Contact D.F. King & Co., Inc. at the number shown in this Proxy Statement for assistance or if you have any questions.

If you have any questions or require any assistance in executing your proxy, please call:

D.F. King & Co., Inc.
Shareholders call toll-free: (800) 714-3313
Banks and Brokers call collect: (212) 269-5550

The Proxy Statement, as well as other proxy materials distributed by the Participants, are available free of charge online at www.dfking.com/mentor.

VOTING SECURITIES

Only holders of record of Mentor Graphics' Common Stock as of the close of business on March 11, 2011 (the "Record Date") are entitled to notice of, and to attend and to vote at, the Annual Meeting and any adjournments or postponements thereof. According to the [definitive] proxy statement of Mentor Graphics filed with the Commission ("Mentor Graphics' Proxy Statement"), as of the Record Date, there were outstanding 112,354,285 shares of Common Stock. Shareholders of record at the close of business on the Record Date will be entitled to one vote at the Annual Meeting for each share of Common Stock of Mentor Graphics held on the Record Date.

A quorum is the presence by person or by proxy of a majority of the shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting. The shares of Common Stock represented by a proxy marked "withhold" or "abstain" will be considered present at the Annual Meeting for purposes of determining whether a quorum is present.

As of the Record Date, the Participants and their affiliates beneficially owned an aggregate of 16,120,289 shares of Common Stock, representing approximately 14.35% of the outstanding shares of Common Stock. The Participants and their affiliates intend to vote such shares of Common Stock FOR the election of the Nominees and all of Mentor Graphics' nominees other than Ms. Marsha B. Congdon, Dr. James R. Fiebiger and Dr. Fontaine K. Richardson, FOR Proposal Nos. 2, 5 and 6 in Mentor Graphics' Proxy Statement, for EVERY YEAR on Proposal No. 3, and AGAINST Proposal No. 4.

 
4
 
 
Vote by using the enclosed GOLD proxy to vote today by telephone, by Internet, or by marking, signing, dating and returning the GOLD proxy card in the postage-paid envelope provided to you.

PARTICIPANTS IN SOLICITATION OF PROXIES

In addition to the Nominees (who are Mr. José Maria Alapont, Mr. Gary Meyers and Mr. David Schechter), the participants (the "Participants") in the solicitation of proxies from Shareholders of Mentor Graphics include the following: High River Limited Partnership, a Delaware limited partnership ("High River"), Hopper Investments LLC, a Delaware limited liability company ("Hopper"), Barberry Corp., a Delaware corporation ("Barberry"), Icahn Partners LP, a Delaware limited partnership ("Icahn Partners"), Icahn Partners Master Fund LP, a Cayman Islands limited partnership ("Icahn Master"), Icahn Partners Master Fund II LP, a Cayman Islands limited partnership ("Icahn Master II"), Icahn Partners Master Fund III LP, a Cayman Islands limited partnership ("Icahn Master III"), Beckton Corp., a Delaware corporation ("Beckton"), Icahn Enterprises G.P. Inc., a Delaware corporation ("Icahn Enterprises GP"), Icahn Enterprises Holdings L.P., a Delaware limited partnership ("Icahn Enterprises Holdings"), IPH GP LLC, a Delaware limited liability company ("IPH"), Icahn Capital LP, a Delaware limited partnership ("Icahn Capital"), Icahn Onshore LP, a Delaware limited partnership ("Icahn Onshore"), Icahn Offshore LP, a Delaware limited partnership ("Icahn Offshore"), Mr. Carl C. Icahn and Mr. Brett Icahn.

Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III (collectively, the "Funds") and High River (together with the Funds, the "Icahn Parties"), are entities controlled by Mr. Carl C. Icahn. Mr. Carl C. Icahn is primarily engaged in serving as (i) Chairman of the Board of Icahn Enterprises GP, the general partner of Icahn Enterprises L.P., a New York Stock Exchange listed diversified holding company engaged in a variety of businesses, including investment management, automotive, gaming, railcar, food packaging, metals, real estate and home fashion ("Icahn Enterprises"), (ii) Chief Executive Officer of Icahn Capital LP, a subsidiary of Icahn Enterprises, through which Mr. Icahn manages various private investment funds, including the Funds, and (iii) Chairman of the Board and a director of Starfire Holding Corporation ("Starfire"), a holding company engaged in the business of investing in and/or holding securities of various entities, and as Chairman of the Board and a director of various of Starfire's subsidiaries. Mr. Brett Icahn is Carl C. Icahn's son and an employee and/or officer and/or director of the Icahn Parties and various other entities controlled by Carl C. Icahn, and who will participate in soliciting proxies from Mentor Graphics Shareholders. Brett Icahn does not own beneficially any interest in securities of Mentor Graphics. Brett Icahn will not receive any special compensation in connection with this solicitation. In connection with his employment by Icahn Capital, Brett Icahn has a participatory interest in the profits derived by its affiliated entities from their investment in certain companies, including Mentor Graphics. The participatory interest of Brett Icahn entitles him to 5.1% of the aggregate profits from such investments after an 8% hurdle rate is achieved.

 
5
 
In consideration of providing certain investment advisory, administrative and back office services to the Funds, Icahn Onshore, the general partner of Icahn Partners, and Icahn Offshore, the general partner of Icahn Master, Icahn Master II and Icahn Master III, (together, the "General Partners"), are allocated from the Funds on an annual basis (i) special profits interest allocations ranging from 1.5% to 2.25% of the balance in each of the Funds' capital accounts attributable to fee-paying investors (but such allocations are made only to the extent that there are sufficient profits to cover such amounts) and (ii) incentive allocations, subject to a "Highwater Mark" (whereby the General Partners do not earn incentive allocations during a particular year even though the fund had a positive return in such year until losses in prior periods are recovered), ranging from 15% to 22% of the net profits generated by fee-paying investors of the Funds. Therefore, the amounts received by the General Partners will be affected by the combination of fee-paying assets under management and the investment performance of the Funds (including any increase or decrease in the value of shares of Mentor Graphics). The General Partners are owned by Icahn Capital, which is a subsidiary of Icahn Enterprises. Carl C. Icahn is the indirect owner of the general partner of Icahn Enterprises and the indirect holder of approximately 92.5% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises.

On March 7, 2011, Carl C. Icahn sent a letter to all investors in the Funds stating that, due to ongoing concerns about the economic outlook and recent political tensions in the Middle East, it had been determined that all fee paying capital, totaling approximately $1.76 billion, would be returned to investors no later within 30 days following completion of the March 31, 2011 audit of the Funds. He further stated that 95% of the March 31 capital balances was expected to be returned by April 30, 2011. As the payments are expected to be funded through cash on hand and borrowings under existing lines of credit, and not through the sale of securities of the companies held by the Funds, there is expected to be no effect on the beneficial ownership of Common Stock by the Funds.
 
Annex A attached hereto sets forth, as to the Nominees and the other Participants, all transactions in securities of Mentor Graphics effected during the past two years and their beneficial ownership of securities of Mentor Graphics.

With respect to each Participant (including the Nominees), except as set forth herein or in any of the Annexes attached hereto, (i) such Participant is not, and was not within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of Mentor Graphics, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; and (ii) neither such Participant nor any of such Participant's associates have any arrangement or understanding with any person with respect to (A) any future employment by Mentor Graphics or its affiliates or (B) any future transactions to which Mentor Graphics or any of its affiliates will or may be a party.
 
 
6
 
 
PROPOSAL No. 1: Election of Directors

By letter dated February 22, 2011, Carl C. Icahn informed the Company that he believed it should be put up for sale and he offered that one of the entities affiliated with him would purchase Mentor Graphics in a transaction, the form of which is to be determined, designed to yield the Shareholders $17 per share net in cash.  The offer was conditioned on completion of cursory due diligence, and the absence of applicability of certain anti-takeover devices and laws. Mr. Icahn offered not to provide a break-up fee in the transaction so as not to impose a roadblock on others who may want to consider bidding higher than his offer. To date, the Company has not either accepted or rejected Mr. Icahn’s offer and it has not set a timetable for doing so, nor has it offered to commence the due diligence process.

The Participants anticipate that, as Board members, the Nominees will, subject to their fiduciary duties, attempt to cause the Company to begin an open and fair auction process at the end of which the best offer will be brought to the Company's shareholders for a vote. However, our three Nominees, if elected, would collectively constitute only minority representation on the Board. Therefore, even if our Nominees choose to act together on certain issues, they will not have the capability on their own to effectuate change without the support of some of the existing Board members. The Nominees are committed to the best interests of all Mentor Graphics Shareholders and, in the absence of a sale of the Company, intend to work to improve shareholder value. The Nominees are unable to fully formulate specific plans with respect to the Company as they are not privy to non-public information regarding Mentor Graphics. We believe that the Nominees, based upon their broad experience as described herein, can help to effect positive change at the Company by working with the other Board members and management to improve shareholder value.

Article I, Section 1.12(a)(1), of Mentor Graphics' Bylaws, effective as of January 1, 2010, as publicly filed with the Commission on December 15, 2009, provides that Shareholder nominations of directors may be made by "…any shareholder of the corporation who was a shareholder of record of the corporation at the time the notice provided for in this Section 1.12 is delivered to the Secretary of the corporation, who is entitled to vote at the meeting and who complies with the notice procedures set forth in subparagraphs (2) and (3) of this paragraph." On February 11, 2011 the Icahn Parties, record holders of Common Stock, delivered timely notice in accordance with the foregoing, notifying Mentor Graphics that the Icahn Parties intend to nominate and will seek to elect at the Annual Meeting Mr. José Maria Alapont, Mr. Gary Meyers and Mr. David Schechter as members of the Board of Mentor Graphics. Each Nominee, if elected, would serve a one-year term and hold office until the 2012 annual meeting of shareholders and until a successor has been duly elected and qualified. Background information about each of the Nominees is set forth below and in Annex A attached hereto.
 
According to Mentor Graphics' Proxy Statement, the Board of Mentor Graphics intends to nominate eight candidates for election as directors at the Annual Meeting. This Proxy Statement is soliciting proxies to elect José Maria Alapont, Gary Meyers and David Schechter, and to enable Shareholders to vote for the Mentor Graphics nominees other than Dr. James R. Fiebiger, Ms. Marsha B. Congdon, and Dr. Fontaine K. Richardson, whose longevity on the Board ranges from 17 to 28 years. Therefore, should a Shareholder so authorize us, we will cast votes for our three Nominees and five Mentor Graphics nominees. None of the Mentor Graphics nominees for whom we seek authority to vote have agreed to serve with any of our Nominees, if elected.

 
7
 

If elected, the Nominees will be a minority of the directors and will not alone be able to adopt resolutions. However, the Nominees expect to be able to actively engage other Board members in full discussion of the issues facing the Company and resolve them together. By utilizing their respective experiences and working constructively with Board members, the Nominees believe they can effect positive change at the Company.

Mr. Carl C. Icahn has an interest in the election of directors at the Annual Meeting indirectly through the beneficial ownership of securities, as further described in Annex A. Mr. José Maria Alapont and Mr. Gary Meyers are each party to a Nominee Agreement, substantially in the form attached hereto as Annex B, pursuant to which Icahn Capital has agreed to indemnify each such Nominee with respect to certain costs incurred by each such Nominee in connection with the proxy contest relating to the Annual Meeting. Except as disclosed in this Proxy Statement, including the Annexes attached hereto and as provided in the Nominee Agreement, none of the Nominees will receive any compensation from any of the Participants or any of their affiliates in connection with this proxy solicitation. Mr. José Maria Alapont and Mr. Gary Meyers have an interest in the election of directors at the Annual Meeting pursuant to the Nominee Agreement. Mr. Alapont has an interest in the election of directors at the Annual Meeting indirectly through an investment in Icahn Partners. Mr. Schechter has an interest in the election of directors at the Annual Meeting indirectly through his compensation arrangements described below.

The Nominees would not be barred from being considered independent under the independence requirements of The NASDAQ Stock Market, Inc. and the independence standards applicable to Mentor Graphics under paragraph (a)(1) of Item 407 of Regulation S-K under the Securities Exchange Act of 1934, as amended.

JOSÉ MARIA ALAPONT, age 60

José Maria Alapont has been president, chief executive officer and a director of Federal-Mogul Corporation ("Federal-Mogul"), a supplier of automotive products, since March 2005. Mr. Alapont served as chairman of the board of directors of Federal-Mogul from 2005 to 2007. He has more than 35 years of global leadership experience in both vehicle manufacturers and suppliers with business and operations responsibilities in the Americas, Asia Pacific, Europe, Middle East and Africa regions. Mr. Alapont, between 2003 and 2005, was chief executive officer and a member of the board of directors of Fiat IVECO, the manufacturer of light, medium and heavy-duty commercial vehicles, engines, passenger transport, defense and fire-fighting vehicles. He served in various key executive positions at Delphi Corporation, a global automotive supplier, from 1997 to 2003. He began at Delphi as executive director of international operations. In 1999, Mr. Alapont was named president of Delphi Europe, Middle East and Africa and a vice president of Delphi Corporation and also became a member of the Delphi Strategy Board, the company's top policy-making group. In 2003, Mr. Alapont was named president of Delphi's international operations, and vice president of sales and marketing. Mr. Alapont, from 1990 to 1997, served in several executive roles and was a member of the Strategy Board at Valeo, a global automotive supplier. He started at Valeo as managing director of engine cooling systems, Spain. In 1991, Mr. Alapont was named executive director of Valeo's worldwide heavy-duty engine cooling operations. In 1992, he became group vice president of Valeo's worldwide clutch and transmission components division. He was named group vice president of the company's worldwide lighting systems division in 1996. Mr. Alapont began and developed his automotive career from 1974 to 1989 at Ford Motor Company, and over the course of 15 years, starting at Ford of Spain, progressed through different management and executive positions in quality, testing and validation, manufacturing and purchasing positions at Ford of Europe. A native of Spain, Mr. Alapont earned degrees in industrial engineering from the Technical School of Valencia in Spain and in philology from the University of Valencia in Spain. The business address of Mr. Alapont is c/o Federal-Mogul Corporation, 26555 Northwestern Highway, Southfield, Michigan 48033.

 
8
 

Mr. Alapont is a highly accomplished executive with more than 30 years of global leadership experience at both vehicle manufacturers and suppliers, with business and operations responsibilities in the Europe, Middle East and Africa, Asia Pacific, and Americas regions. Based upon Mr. Alapont's experience, the Icahn Parties believe that Mr. Alapont has the requisite set of skills to serve as a Board member of Mentor Graphics.

MR. GARY MEYERS, age 46

Mr. Gary Meyers has been a director of Exar Corporation, a public semiconductor company serving the datacom, storage, consumer and industrial markets, since May 2008. Mr. Meyers also currently sits on the board of directors of Oasys Design Systems, a private EDA tool supplier. Mr. Meyers served as Vice President and General Manager, Synplicity Business Group of Synopsys, Inc., a leading supplier of electronic design automation software, from May 2008 through April 2010. Prior to its acquisition by Synopsys in May 2008, Mr. Meyers served as President and Chief Executive Officer of Synplicity, Inc. ("Synplicity"), a public supplier of EDA tools serving the programmable logic market, since October 2004, and as a member of the board of directors of Synplicity since January 2005. From August 2004 to October 2004, he served as Synplicity's President and Chief Operating Officer, and from November 1999 to August 2004, Mr. Meyers served as Synplicity's Vice President of Worldwide Sales. Mr. Meyers served on the board of directors of SpiraTech Limited, a UK-based EDA tool supplier, prior to its acquisition by Mentor Graphics. He also held a number of different executive management positions at LSI Corporation, a provider of silicon, systems and software technologies. Mr. Meyers has an MBA from UCLA, and he received his BSEE from the University of Maryland. The business address of Mr. Meyers is 3171 Mackall Way, Palo Alto, CA 94306.

Among other qualifications, Mr. Meyers has extensive experience in the semiconductor industry, in particular a strong systems level background, as well as executive leadership experience. Based upon Mr. Meyers' experience, the Icahn Parties believe that Mr. Meyers has the requisite set of skills to serve as a Board member of Mentor Graphics.

 
9
 

MR. DAVID SCHECHTER, age 35

Mr. Schechter currently is responsible for co-executing a small/mid cap investment strategy across all industries as a Portfolio Manager of the Sargon Portfolio for Icahn Capital LP, the entity through which Carl C. Icahn manages third party investment funds. Prior to April 2010, Mr. Schechter served as a Managing Director for Icahn Capital LP and in a variety of investment advisory roles for Mr. Icahn since 2004, providing investment and strategic advice across multiple industries, asset classes, and geographies. Mr. Schechter serves on the board of directors of The Hain Celestial Group, Inc, a natural and organic food and personal care products company, Federal-Mogul Corporation, an automotive parts supplier, WestPoint International, Inc., a manufacturer of bed and bath home fashion products, and XO Holdings, Inc., a telecommunications services provider. With respect to each company mentioned above, Carl C. Icahn, directly or indirectly, either (i) controls such company or (ii) has an interest in such company through the ownership of securities. Mr. Schechter previously served as a director of WCI Communities, Inc., a homebuilding company, and BKF Capital Group, Inc., an investment advisory business. Prior to joining Mr. Icahn in January 2004, Mr. Schechter served as a Vice President of Global Special Situations at Citigroup, a unit responsible for making proprietary investments in distressed situations. Mr. Schechter received a B.S. in Economics, cum laude, from the Wharton School at the University of Pennsylvania in May 1997. The business address of Mr. Schechter is c/o Icahn Capital LP, 767 Fifth Avenue, Suite 4700, New York, NY 10153.

Mr. Schechter has a strong record as a sophisticated investor and has served on a number of public and private boards, providing him with a broad understanding of the operational, financial and strategic issues facing public and private companies. Based upon Mr. Schechter's experience, the Icahn Parties believe that Mr. Schechter has the requisite set of skills to serve as a Board member of Mentor Graphics.

In connection with his employment by Icahn Capital LP, Mr. Schechter has a participatory interest in the profits derived by its affiliated entities from their investment in certain companies, including Mentor Graphics. The participatory interest of Mr. Schechter entitles him to 5.1% of the aggregate profits from such investments after an 8% hurdle rate is achieved. Other than in respect of such participatory interest (to the extent applicable), Mr. Schechter does not, and his associates do not, own, beneficially or of record, any shares of capital stock of Mentor Graphics.

Neither the Icahn Parties nor Carl C. Icahn, Brett Icahn or David Schechter has any prior relationship with Mr. Gary Meyers.

Mr. José Maria Alapont is the president, chief executive officer and a director of Federal-Mogul Corporation, a NASDAQ listed auto parts supplier ("Federal-Mogul"). Icahn Enterprises is the owner of approximately 76% of the outstanding shares of common stock of Federal-Mogul. Carl C. Icahn is: (i) the chairman of the board of directors of Federal-Mogul; and (ii) the indirect owner of the general partner of Icahn Enterprises and the indirect holder of approximately 92.5% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises.

 
10
 
 
According to Mentor Graphics' Proxy Statement and applicable law, if a quorum is present at the Annual Meeting, the eight nominees for election as directors who receive the greatest number of eligible votes cast will be elected directors. Consequently, any shares of Common Stock not voted (whether by abstention, broker nonvote or otherwise) have no impact in the election of directors.

We strongly urge you to vote for the election of Mr. José Maria Alapont, Mr. Gary Meyers and Mr. David Schechter by marking, signing, dating and returning the enclosed GOLD proxy card in the postage paid envelope provided to you with this Proxy Statement or by using the GOLD proxy card to vote by telephone or Internet.

If you have signed the GOLD proxy card and no marking is made, you will be deemed to have given a direction to vote all the shares of Common Stock represented by the GOLD proxy card for the election of Mr. José Maria Alapont, Mr. Gary Meyers and Mr. David Schechter and the Mentor Graphics nominees other than Dr. James R. Fiebiger, Ms. Marsha B. Congdon, and Dr. Fontaine K. Richardson, whose longevity on the Board ranges from 17 to 28 years.

OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

According to Mentor Graphics' Proxy Statement, Mentor Graphics is soliciting proxies with respect to five other proposals. Please refer to Mentor Graphics' Proxy Statement for a detailed discussion of these proposals, including various arguments in favor of and against such proposals. These proposals are outlined below. If you have signed the GOLD proxy card and no marking is made, you will be deemed to have given a direction to vote all of the shares of Common Stock represented by your GOLD proxy card FOR Proposal Nos. 2, 5 and 6 listed below and in Mentor Graphics' Proxy Statement, for EVERY YEAR on Proposal No. 3, and AGAINST Proposal No. 4.
 
PROPOSAL No. 2: Shareholder Advisory Vote on Executive Compensation
 
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") enacted in July 2010, the Company is submitting to Shareholders a nonbinding advisory resolution to approve the compensation of certain executive officers as follows:
 
"RESOLVED, that the compensation of the Company's Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission under the headings "Compensation Discussion and Analysis" and "Information Regarding Executive Officer Compensation" in the Proxy Statement for the Company's 2011 Annual Meeting of Shareholders, is approved."
 
 
11
 
 
Mentor Graphics' Proxy Statement states that adoption of Proposal No. 2 will require that the votes cast in favor of Proposal No. 2 at the Annual Meeting exceed the votes cast against Proposal No. 2. Abstentions and broker non-votes will be counted to determine whether a quorum exists at the Annual Meeting but are not counted for, and will have no effect on, the results of the vote on Proposal No. 2. Because the shareholder vote on the above resolution is advisory, it will not be binding on the Company, the Board or the Board's Compensation Committee.
 
Please refer to Mentor Graphics' Proxy Statement for additional discussion of Proposal No. 2. The Participants intend to vote, and recommend that you vote, FOR this proposal.
 
PROPOSAL No. 3: Shareholder Advisory Vote on Frequency of Future Votes on Executive Compensation
 
The Dodd-Frank Act also requires that the Company submit to Shareholders for an advisory vote the question of whether the resolution in Proposal No. 2 should be submitted to a shareholder vote every year, every two years or every three years. Proposal No. 3 in Mentor Graphics' Proxy Statement submits this question to a vote of the Shareholders at the Annual Meeting.
 
The option of one year, two years or three years that receives the highest number of votes cast by Shareholders will be the frequency approved by the Shareholders on an advisory basis. Abstentions and broker non-votes are counted to determine whether a quorum exists at the Annual Meeting but are not counted for, and have no effect on, the results of the vote on Proposal No. 3. Because the shareholder vote on this question is advisory, it will not be binding on the Company or the Board. The Company has recommended that the Shareholders vote for an annual frequency.
 
Please refer to Mentor Graphics' Proxy Statement for additional discussion of Proposal No. 3. The Participants intend to vote, and recommend that you vote, for EVERY YEAR on this proposal.
 
PROPOSAL No. 4: Approval of Amendments to 1989 Employee Stock Purchase Plan and Foreign Subsidiary Employee Stock Purchase Plan
 
Mentor Graphics' Proxy Statement includes a proposal to amend its 1989 Employee Stock Purchase Plan ("1989 Plan") and Foreign Subsidiary Employee Stock Purchase Plan ("Foreign Sub Plan") to reserve an additional 3,000,000 shares of Common Stock for issuance under the 1989 Plan and an additional 1,000,000 shares of Common Stock for issuance under the Foreign Sub Plan. The Shareholders were last asked to, and did, approve increases in the pool of shares of Common Stock available under the plans just two years ago, by 5,000,000 shares for the 1989 Plan and 1,000,000 shares for the Foreign Sub Plan. The Participants believe that increasing the number of shares available for issuance under these plans is dilutive to the Shareholders, particularly as the purchase price is equal to 85% of fair market value based on the per share trading price of the Common Stock on the offering date or the purchase date two years later, whichever is lower. Accordingly, the Participants recommend that Shareholders vote AGAINST Proposal No. 4.

 
12
 
 
Adoption of Proposal No. 4 will require that the votes cast in favor of Proposal No. 4 at the Annual Meeting exceed the votes cast against Proposal No. 4. Abstentions and broker non-votes are counted to determine whether a quorum exists at the Annual Meeting but are not counted for, and have no effect on, the results of the vote on Proposal No. 4.
 
Please refer to Mentor Graphics' Proxy Statement for additional discussion of Proposal No. 4. The Participants intend to vote, and recommend that you vote, AGAINST this proposal.

PROPOSAL No. 5: Ratification of Appointment of Independent Public Accounting Firm

According to Mentor Graphics' Proxy Statement, the Company will also solicit proxies to ratify the appointment of KPMG LLP to serve as the Company's independent public accounting firm for its fiscal year ending January 31, 2012.

Adoption of Proposal No. 5 will require that the votes cast in favor of Proposal No. 5 at the Annual Meeting exceed the votes cast against Proposal No 5. Abstentions and broker non-votes are counted to determine whether a quorum exists at the Annual Meeting but are not counted for, and have no effect on, the results of the vote on Proposal No. 5.
 
Please refer to Mentor Graphics' Proxy Statement for additional discussion of Proposal No. 5. The Participants intend to vote, and recommend that you vote, FOR this proposal.
 
PROPOSAL No. 6: The Business Combination Statute Proposal

On February 11, 2011, the Participants submitted a proposal to the Company to amend its Bylaws to opt out of certain provisions relating to business combination transactions with interested shareholders (the "Oregon Business Combination Statute") because we believed that the Shareholders should be given the opportunity to cause Mentor Graphics not to be subject to these statutory provisions. In Mentor Graphics' Proxy Statement, the Company stated that the Board agrees that the Oregon Business Combination Statute may be perceived by Shareholders as an anti-takeover measure that imposes costs and other obstacles on a potential bidder for the Company and may deprive Shareholders of opportunities to realize takeover premiums for their shares, and therefore had determined to include a proposal in the proxy statement that would allow Shareholders to opt out of the Oregon Business Combination Statute through an amendment to the Company's Bylaws.

The Oregon Business Combination Statute, codified at Sections 825 through 845 of the Oregon Business Corporation Act, imposes restrictions on certain business combination transactions between a corporation and "interested shareholders," which generally include owners of 15% or more of the corporation's voting securities. The transactions that may be restricted include a merger, share exchange, transaction involving significant assets of the corporation, and stock issuances, among others. For a period of three years following the date on which the shareholder becomes an interested shareholder, the corporation cannot engage in specified transactions with an interested shareholder unless (a) the business combination transaction or the transaction by which the shareholder became an interested shareholder was approved by the board before the person became an interested shareholder, (b) upon consummation of the transaction that resulted in the person becoming an interested shareholder, that person owns 85% or more of the corporation's voting stock (excluding certain insiders), or (c) after the person becomes an interested shareholder, the business combination is approved by the board and by holders of 66-2/3% of the corporation's voting stock excluding shares owned by the interested shareholder.  See Mentor Graphics' Proxy Statement for additional discussion of Proposal No. 6.

 
13
 

In light of Carl C. Icahn's February 22, 2011 offer to purchase the Company at a price designed to yield the Shareholders $17 per share net in cash (see "Proposal 1:  Election of Directors" above), the Icahn Parties and their affiliates, including the Participants other than Messrs. Alapont and Meyers, have an interest in the approval of Proposal No. 6, as approval will remove an impediment to completion of the purchase of Mentor Graphics by an affiliate of Mr. Icahn or a third party beginning one year after the Annual Meeting. Mr. Icahn's offer is conditioned on the waiver of anti-takeover devices and laws, including the Oregon Business Combination Statute.

It should be noted that Mr. Icahn's offer is also conditioned upon the termination of the shareholder rights plan (commonly known as a "poison pill") adopted by Mentor Graphics in June 2010. The rights under the rights plan would become exercisable if a person or group ("acquiring person"), without the approval of Mentor Graphics' Board, acquires 15% or more of the Common Stock or announces a tender offer for 15% or more of the Common Stock.  The rights held by the acquiring person would be void.  The rights will expire on December 31, 2011, subject to Mentor Graphics' right to extend such date, unless earlier redeemed or exchanged by Mentor Graphics or terminated. Consequently, even if Proposal No. 6 is approved, it is unlikely that a purchase transaction involving Mentor Graphics will occur until the rights plan expires or is terminated.
 
The text of the proposed resolution to amend the Bylaws is as follows:
 
"RESOLVED, that a new Article XI be added to the Corporation's Bylaws as follows:
 
ARTICLE XI
 
BUSINESS COMBINATION STATUTE
 
The corporation shall not be governed by Oregon statutes relating to business combinations with interested shareholders, ORS 60.825 to 60.845. Notwithstanding any other provisions of these bylaws, this Article XI may only be amended or repealed by a vote of the corporation's shareholders in accordance with the Oregon Business Corporation Act, and not by the Board of Directors."
 
 
14
 
Pursuant to the Oregon Business Combination Statute, if Proposal No. 6 is approved by the Shareholders, the amendment to the Bylaws will not be effective until 12 months after the date of such approval and will not apply to any business combination between the Company and any person who became an "interested shareholder" of the Company prior to the approval of the amendment.
 
Adoption of Proposal No. 6 will require the affirmative vote of a majority of the shares entitled to vote at the Annual Meeting. Abstentions and broker non-votes will have the same effect as votes against Proposal No. 6.

We believe that the Oregon Business Combination Statute may discourage acquisitions of the Common Stock, hinder attempts to acquire control of the Company, discourage or prevent a business combination with the Company, and have a negative effect on shareholder value.  Accordingly, we recommend that you vote FOR Proposal No. 6. If you sign and return the GOLD proxy card and do not mark instructions as to Proposal No. 6, you will be deemed to have given a direction to vote all of the shares of Common Stock represented by your GOLD proxy card FOR Proposal No. 6.

OTHER PROPOSALS

The Participants and their affiliates know of no other business to be presented at the Annual Meeting. If any other matters should properly come before the Annual Meeting, it is intended that the persons named on the enclosed GOLD proxy card will vote that proxy on such other matters in accordance with their judgment.
 
BROKER NON-VOTES
 
If you hold your shares of Common Stock through a bank, broker or other nominee and do not provide voting instructions to the record holder of the shares of Common Stock, your shares of Common Stock will not be voted on any proposal on which your broker or nominee does not have discretionary authority to vote. In this case, a "broker non-vote" occurs. Shares of Common Stock constituting broker non-votes are not counted or deemed to be present or represented for the purpose of determining whether shareholders have approved a matter, but they are counted as present for the purpose of determining a quorum at the Annual Meeting.

The election of directors and Proposal Nos. 2, 3, 4 and 6 are each "non-routine matters" and brokers do not have discretionary authority to vote your shares of Common Stock on "non-routine matters." Therefore, unless you provide specific voting instructions to your broker, your broker will not have discretionary authority to vote your shares of Common Stock on any of the items on the agenda for the Annual Meeting except Proposal No. 5. If your shares of Common Stock are held in street name, your broker or nominee has enclosed a voting instruction card with this Proxy Statement. We strongly encourage you to vote your shares of Common Stock by following the instructions provided on the voting instruction card.

 
15
 
 
VOTING PROCEDURES

As explained in the detailed instructions on your GOLD proxy card, there are four ways you may vote. You may:

 
1.
Sign, date and return the enclosed GOLD proxy card in the enclosed postage-paid envelope. We recommend that you vote on the GOLD proxy card even if you plan to attend the Annual Meeting;
 
 
2.
Vote via the Internet by following the voting instructions on the GOLD proxy card or the voting instructions provided by your broker, bank or other holder of record.
 
 
3.
Vote by telephone by following the voting instructions on the GOLD proxy card or the instructions provided by your broker, bank or other holder of record; or
 
 
4.
Vote in person by attending the Annual Meeting. Written ballots will be distributed to Shareholders who wish to vote in person at the Annual Meeting. If you hold your shares of Common Stock through a bank, broker or other custodian, you must obtain a legal proxy from such custodian in order to vote in person at the meeting.
 
To submit a proxy with voting instructions by telephone please follow the instructions on the GOLD proxy card. Proxies may also be submitted over the Internet. Please refer to the GOLD proxy card for the website information. In each case Shareholders will be required to provide the unique control number which has been printed on each Shareholder's GOLD proxy card. In addition to the instructions that appear on the GOLD proxy card, step-by-step instructions will be provided at the designated website for those Shareholders submitting proxies over the Internet. Shareholders submitting their proxies with voting instructions over the Internet may provide an email address for confirmation that their vote by Internet was successfully submitted.

Whether or not you are able to attend the Annual Meeting, you are urged to complete the enclosed GOLD proxy and return it in the enclosed self-addressed, prepaid envelope. All valid proxies received prior to the meeting will be voted. If you specify a choice with respect to any item by marking the appropriate box on the proxy, your shares of Common Stock will be voted in accordance with that specification. If no specification is made, your shares of Common Stock will be voted: (i) FOR Mr. José Maria Alapont for director; (ii) FOR Mr. Gary Meyers for director; (iii) FOR Mr. David Schechter for director; (iv) FOR the persons who have been nominated by Mentor Graphics to serve as directors, other than Ms. Marsha B. Congdon, Dr. James R. Fiebiger and Dr. Fontaine K. Richardson; (v) FOR the advisory vote on executive compensation (Proposal No. 2); (vi) for EVERY YEAR on the advisory vote on the frequency of the vote on executive compensation (Proposal No. 3); (vii) AGAINST amendment of the Company's employee stock purchase plans (Proposal No. 4); (viii) FOR the ratification of the appointment of KPMG LLP as the Company's independent public accounting firm (Proposal No. 5); (ix) FOR opting out of the Oregon Business Combination Statute (Proposal No. 6); and (x) in the proxy holders' discretion as to other matters that may properly come before the Annual Meeting.

 
16
 
 
If you have any questions or require any assistance in executing your proxy, please call:

D.F. King & Co., Inc.
Shareholders call toll-free: (800) 714-3313
Banks and Brokerage Firms call: (212) 269-5550

PROXY PROCEDURES

In order for your views to be represented at the Annual Meeting, please mark, sign, date and return the enclosed GOLD proxy card in the enclosed postage-prepaid envelope or use the GOLD proxy card to vote by telephone or Internet.

The accompanying GOLD proxy card will be voted at the Annual Meeting in accordance with your instructions on such card.

Only holders of record as of the close of business on the Record Date will be entitled to vote. If you were a Shareholder of record on the Record Date, you will retain your voting rights at the Annual Meeting even if you sell such shares of Common Stock after the Record Date. Accordingly, it is important that you vote the shares of Common Stock held by you on the Record Date, or grant a proxy to vote such shares of Common Stock on the GOLD proxy card, even if you sell such shares of Common Stock after the Record Date.

If your shares of Common Stock are held in the name of a brokerage firm, bank, bank nominee or other institution on the record date, only it can vote such shares of Common Stock and only upon receipt of your specific instructions. Accordingly, please contact the person responsible for your account and instruct that person to execute on your behalf the GOLD proxy card as soon as possible.
 
REVOCATION OF PROXIES
 
Any Shareholder of record may revoke or change his or her proxy instructions at any time prior to the vote at the Annual Meeting by:

 
•
submitting a properly executed, subsequently dated GOLD proxy card that will revoke all prior proxy cards, including any WHITE proxy cards which you may have submitted to Mentor Graphics;

 
•
instructing the Icahn Parties by telephone or via the Internet as to how you would like your shares of Common Stock voted (instructions are on your GOLD proxy card);

 
•
attending the Annual Meeting and withdrawing your proxy by voting in person (although attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy); or
 
 
17
 
 
 
•
delivering written notice of revocation either to the Icahn Parties c/o D.F. King & Co., Inc., 48 Wall Street, New York, NY 10005, or the Corporate Secretary of Mentor Graphics.
 
Although a revocation is effective if delivered to Mentor Graphics, the Icahn Parties request that either the original or a copy of any revocation be mailed to the Icahn Parties c/o D.F. King & Co., Inc., 48 Wall Street, New York, NY 10005, so that the Icahn Parties will be aware of all revocations.
 
If you previously signed and returned a white proxy card to Mentor Graphics, we urge you to revoke it by (1) marking, signing, dating and returning the GOLD proxy card, (2) instructing us by telephone or via the Internet as to how you would like your shares of Common Stock voted with respect to the GOLD proxy card, (3) attending the Annual Meeting and voting in person or (4) delivering a written notice of revocation to the Icahn Parties or to the Corporate Secretary of the Company.
 
COST AND METHOD OF SOLICITATION

Solicitation of proxies will be made by Mr. Carl C. Icahn, Mr. Brett Icahn, Mr. David Schechter, Mr. José Maria Alapont and Mr. Gary Meyers.  The Participants intend to deliver a Proxy Statement and a form of proxy to Shareholders who collectively hold at least a majority of the outstanding shares of Common Stock as of the Record Date.

Pursuant to an Agreement dated [     ], 2011, Icahn Capital has retained D.F. King & Co., Inc. ("D.F. King") to conduct the solicitation, for which D.F. King is to receive a fee of up to $[       ]. Icahn Capital has agreed to indemnify D.F. King against certain liabilities and expenses, including certain liabilities under the federal securities laws. Insofar as indemnification for liabilities arising under the federal securities laws may be permitted to D.F. King pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy and is therefore unenforceable. Proxies may be solicited by mail, courier services, Internet, advertising, telephone or telecopier or in person. It is anticipated that D.F. King will employ up to 100 persons to solicit proxies from Mentor Graphics Shareholders for the Annual Meeting. The total expenditures in furtherance of, or in connection with, the solicitation of proxies is approximately $[             ] to date, and is estimated to be $[               ] in total.

The Icahn Parties will pay all costs associated with this solicitation. The Icahn Parties do not intend to seek reimbursement for the costs and expenses associated with the proxy solicitation in the event that any of the Nominees are elected to the Board of Directors of Mentor Graphics.

 
18
 
 
ADDITIONAL INFORMATION

Certain information regarding the securities of Mentor Graphics held by Mentor Graphics' directors, management and 5% Shareholders is contained in Mentor Graphics' Proxy Statement. Information concerning the date by which proposals of security holders intended to be presented at the next annual meeting of Shareholders of Mentor Graphics must be received by Mentor Graphics for inclusion in Mentor Graphics' Proxy Statement and form of proxy for that meeting is also contained in Mentor Graphics' Proxy Statement. This information is expected to be contained in Mentor Graphics' public filings. The Participants take no responsibility for the accuracy or completeness of such information contained in Mentor Graphics' public filings.

Date: March [  ], 2011
 
 
 
HIGH RIVER LIMITED PARTNERSHIP
 
HOPPER INVESTMENTS LLC
 
BARBERRY CORP.
 
ICAHN PARTNERS LP
 
ICAHN PARTNERS MASTER FUND LP
 
ICAHN PARTNERS MASTER FUND II LP
 
ICAHN PARTNERS MASTER FUND III LP
 
ICAHN ENTERPRISES G.P. INC.
 
ICAHN ENTERPRISES HOLDINGS L.P.
 
IPH GP LLC
 
ICAHN CAPITAL L.P.
 
ICAHN ONSHORE LP
 
ICAHN OFFSHORE LP
 
BECKTON CORP.
 
MR. JOSÉ MARIA ALAPONT
 
MR. BRETT ICAHN
 
MR. CARL C. ICAHN
 
MR. GARY MEYERS
 
MR. DAVID SCHECHTER
 
19
 
 
ANNEX A

SECURITY OWNERSHIP OF THE PARTICIPANTS

(1) Title of Class
  
(2) Name of
Beneficial Owner1
  
(3) Amount of
Beneficial
Ownership
    
(4) Percent of Class2
  
Common Stock, without par value ("Shares")
  
High River
     3,224,057       2.87 %
Shares
  
Icahn Partners
     4,908,189       4.37 %
Shares
  
Icahn Master
     5,568,678       4.96 %
Shares
  
Icahn Master II
     1,632,955       1.45 %
Shares
  
Icahn Master III
     786,410       0.70 %
 
Description of Beneficial Ownership and Beneficial Owners

Barberry Corp., a Delaware corporation ("Barberry"), is the sole member of Hopper Investments LLC, a Delaware limited liability company ("Hopper"), which is the general partner of High River. Beckton Corp., a Delaware corporation ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc., a Delaware corporation ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P., a Delaware limited partnership ("Icahn Holdings"). Icahn Holdings is the sole member of IPH GP LLC, a Delaware limited liability company ("IPH"), which is the general partner of Icahn Capital L.P., a Delaware limited partnership ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP, a Delaware limited partnership ("Icahn Onshore") and Icahn Offshore LP, a Delaware limited partnership ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn ("Mr. Icahn," and collectively with Barberry, Hopper, Beckton, Icahn Enterprises GP, Icahn Holdings, IPH, Icahn Capital, Icahn Onshore, Icahn Offshore, the "Beneficial Owners" and each of them a "Beneficial Owner." As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the Icahn Parties.
 
1 Please note that each record holder listed in this table is, as of the date of this filing, the direct beneficial owner of the Shares set forth under the heading “(3) Amount of Beneficial Ownership” and that indirect beneficial ownership of Shares is described below in the text of this Annex A under the heading “Description of Beneficial Ownership.”

2 Please note that percentages of ownership set forth in this column were calculated based on the 112,354,285 Shares stated to be outstanding as of the Record Date, March 11, 2011, in Mentor Graphics' Proxy Statement.

 
20
 

The principal business address of each of (i) Icahn Offshore, Icahn Onshore, Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP and Beckton is White Plains Plaza, 445 Hamilton Avenue Suite 1210, White Plains, NY 10601 and (ii) Barberry and Hopper is c/o Icahn Capital LP, 767 Fifth Avenue, 47th Floor, New York, NY 10153. The address of Icahn Partners is 767 Fifth Avenue, 47th Floor, New York, NY 10153. The address of Icahn Master is c/o Walkers SPV Limited, P.O. Box 908GT, 87 Mary Street, George Town, Grand Cayman, Cayman Islands. The address of Icahn Master II is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands. The address of Icahn Master III is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands. The address of High River is 767 Fifth Avenue, 47th Floor, New York, NY 10153.

Barberry is primarily engaged in the business of serving as the sole member of Hopper and investing in securities. Hopper is primarily engaged in the business of serving as the general partner of High River and investing in securities. Icahn Offshore is primarily engaged in the business of serving as the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Icahn Onshore is primarily engaged in the business of serving as the general partner of Icahn Partners. Icahn Capital is primarily engaged in the business of serving as the general partner of each of Icahn Offshore and Icahn Onshore. IPH is primarily engaged in the business of serving as the general partner of Icahn Capital. Icahn Holdings is primarily engaged in the business of holding direct or indirect interests in various operating businesses. Icahn Enterprises GP is primarily engaged in the business of serving as the general partner of each of Icahn Enterprises and Icahn Holdings. Beckton is primarily engaged in the business of holding the capital stock of Icahn Enterprises GP. Each of High River, Icahn Master, Icahn Master II, Icahn Master III, Icahn Partners and High River are primarily engaged in the business of investing in securities. Mr. Carl C. Icahn is primarily engaged in serving as (i) Chief Executive Officer of Icahn Capital LP, a wholly owned subsidiary of Icahn Enterprises, through which Mr. Icahn manages various private investment funds, including Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III, (ii) Chairman of the Board of Icahn Enterprises GP, the general partner of Icahn Enterprises, a New York Stock Exchange listed diversified holding company engaged in a variety of businesses, including investment management, automotive, gaming, railcar, food packaging, metals, real estate and home fashion, and (iii) Chairman of the Board and a director of Starfire Holding Corporation ("Starfire"), a holding company engaged in the business of investing in and/or holding securities of various entities, and as Chairman of the Board and a director of various of Starfire's subsidiaries.

The Icahn Parties and Carl C. Icahn may be deemed to beneficially own, in the aggregate, 16,120,289 Shares, representing approximately 14.35% of the Corporation's outstanding Shares (based upon the 112,354,285 Shares outstanding as of the Record Date, as stated in Mentor Graphics' Proxy Statement) .

 
21
 
High River has sole voting power and sole dispositive power with regard to 3,224,057 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 4,908,189 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 5,568,678 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master II has sole voting power and sole dispositive power with regard to 1,632,955 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master III has sole voting power and sole dispositive power with regard to 786,410 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.

Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, may be deemed to indirectly beneficially own the 3,224,057 Shares which High River directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, may be deemed to indirectly beneficially own the 4,908,189 Shares which Icahn Partners directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II and Icahn Master III, may be deemed to indirectly beneficially own the 7,988,043 Shares which Icahn Master, Icahn Master II and Icahn Master III directly beneficially own.

On January 5, 2001, Reliance Group Holdings, Inc. ("Reliance") commenced an action in the United States District Court for the Southern District of New York against Mr. Icahn, Icahn Associates Corp. and High River alleging that High River's tender offer for Reliance 9% senior notes violated Section 14(e) of the Exchange Act. Reliance sought a temporary restraining order and preliminary and permanent injunctive relief to prevent defendants from purchasing the notes. The Court initially imposed a temporary restraining order. Defendants then supplemented the tender offer disclosures. The Court conducted a hearing on the disclosures and other matters raised by Reliance. It then denied plaintiff's motion for a preliminary injunction and ordered dissolution of its temporary restraining order following dissemination of the supplement. Reliance took an immediate appeal to the United States Court of Appeals for the Second Circuit and sought a stay to restrain defendants from purchasing notes during the pendency of the appeal. On January 30, 2001, the Court of Appeals denied plaintiff's stay application. On January 30, Reliance also sought a further temporary restraining order from the District Court. The Court considered the matter and reimposed its original restraint until noon the next day, at which time the restraint was dissolved. The appeal was argued on March 9 and denied on March 22, 2001.
 
 
22
 
Two Year Summary Tables:
 
The following table indicates the date of each purchase and sale of Shares, as well as the exercise of call options, by the Participants and by Mr. Icahn and his affiliates within the past two years, and the number of shares in each such purchase and sale.
 
Name
  
Date
  
Shares
Purchased/Call
Options Exercised
High River
  
04/07/2010
  
 56,020
High River
  
04/08/2010
  
 27,880
High River
  
04/09/2010
  
 80,000
High River
  
04/12/2010
  
 29,640
High River
  
04/13/2010
  
 60,000
High River
  
04/14/2010
  
 66,800
High River
  
04/15/2010
  
 20,800
High River
  
04/16/2010
  
 40,000
High River
  
04/19/2010
  
 27,860
High River
  
04/20/2010
  
 12,820
High River
  
04/21/2010
  
 28,840
High River
  
04/22/2010
  
 70,000
High River
  
04/23/2010
  
 23,040
High River
  
04/26/2010
  
 37,140
High River
  
04/27/2010
  
 44,740
High River
  
04/28/2010
  
 31,000
High River
  
04/29/2010
  
 39,520
High River
  
04/30/2010
  
 35,240
High River
  
05/03/2010
  
 20,000
High River
  
05/04/2010
  
 40,000
High River
  
05/05/2010
  
 36,860
High River
  
05/06/2010
  
 34,820
High River
  
05/07/2010
  
 40,000
High River
  
05/10/2010
  
 25,820
High River
  
05/11/2010
  
 32,400
High River
  
05/12/2010
  
 34,500
High River
  
05/13/2010
  
 38,840
High River
  
05/14/2010
  
 26,240
High River
  
05/17/2010
  
 43,387
High River
  
05/18/2010
  
 56,400
High River
  
05/19/2010
  
 57,520
High River
  
05/20/2010
  
 60,000
High River
  
05/21/2010
  
 41,720
 
 
23
 
 
High River
  
05/24/2010
  
 32,660
High River
  
05/25/2010
  
 38,120
High River
  
05/26/2010
  
 34,102
High River
  
05/27/2010
  
 39,035
High River
  
06/02/2010
  
 40,000
High River
  
06/03/2010
  
 20,000
High River
  
06/04/2010
  
 30,000
High River
  
08/24/2010
  
 1,647,0133
High River
  
09/09/2010
  
 20,000
High River
  
09/10/2010
  
 3,280
Icahn Partners
  
04/07/2010
  
 82,225
Icahn Partners
  
04/08/2010
  
 40,921
Icahn Partners
  
04/09/2010
  
 117,422
Icahn Partners
  
04/12/2010
  
 43,505
Icahn Partners
  
04/13/2010
  
 88,067
Icahn Partners
  
04/14/2010
  
 98,048
Icahn Partners
  
04/15/2010
  
 30,529
Icahn Partners
  
04/16/2010
  
 58,710
Icahn Partners
  
04/19/2010
  
 40,892
Icahn Partners
  
04/20/2010
  
 18,817
Icahn Partners
  
04/21/2010
  
 42,331
Icahn Partners
  
04/22/2010
  
 102,744
Icahn Partners
  
04/23/2010
  
 33,817
Icahn Partners
  
04/26/2010
  
 54,514
Icahn Partners
  
04/27/2010
  
 65,668
Icahn Partners
  
04/28/2010
  
 45,501
Icahn Partners
  
04/29/2010
  
 58,007
Icahn Partners
  
04/30/2010
  
 51,724
Icahn Partners
  
05/03/2010
  
 20,124
Icahn Partners
  
05/04/2010
  
 58,832
Icahn Partners
  
05/05/2010
  
 53,678
Icahn Partners
  
05/06/2010
  
 50,707
Icahn Partners
  
05/07/2010
  
 58,251
Icahn Partners
  
05/10/2010
  
 37,600
Icahn Partners
  
05/11/2010
  
 47,183
Icahn Partners
  
05/12/2010
  
 50,241
Icahn Partners
  
05/13/2010
  
 56,561
Icahn Partners
  
05/14/2010
  
 38,213
Icahn Partners
  
05/17/2010
  
 63,182
Icahn Partners
  
05/18/2010
  
 82,134
Icahn Partners
  
05/19/2010
  
 83,764
_______________________________
3 The record holder acquired these Shares upon the exercise of call options as described on Attachment I-A to this Annex A.
 
 
24
 
 
Icahn Partners
  
05/20/2010
  
 87,375
Icahn Partners
  
05/21/2010
  
 60,755
Icahn Partners
  
05/24/2010
  
 47,563
Icahn Partners
  
05/25/2010
  
 55,512
Icahn Partners
  
05/26/2010
  
 49,662
Icahn Partners
  
05/27/2010
  
 56,846
Icahn Partners
  
06/02/2010
  
 57,030
Icahn Partners
  
06/03/2010
  
 29,108
Icahn Partners
  
06/04/2010
  
 43,664
Icahn Partners
  
08/24/2010
  
2,615,2694
Icahn Partners
  
09/09/2010
  
 26,499
Icahn Partners
  
09/10/2010
  
 4,994
Icahn Master
  
04/07/2010
  
 94,135
Icahn Master
  
04/08/2010
  
 46,848
Icahn Master
  
04/09/2010
  
 134,430
Icahn Master
  
04/12/2010
  
 49,806
Icahn Master
  
04/13/2010
  
 100,823
Icahn Master
  
04/14/2010
  
 112,249
Icahn Master
  
04/15/2010
  
 34,952
Icahn Master
  
04/16/2010
  
 67,215
Icahn Master
  
04/19/2010
  
 46,815
Icahn Master
  
04/20/2010
  
 21,543
Icahn Master
  
04/21/2010
  
 48,462
Icahn Master
  
04/22/2010
  
 117,626
Icahn Master
  
04/23/2010
  
 38,716
Icahn Master
  
04/26/2010
  
 62,409
Icahn Master
  
04/27/2010
  
 75,179
Icahn Master
  
04/28/2010
  
 52,092
Icahn Master
  
04/29/2010
  
 66,408
Icahn Master
  
04/30/2010
  
 59,217
Icahn Master
  
05/03/2010
  
 59,876
Icahn Master
  
05/04/2010
  
 69,337
Icahn Master
  
05/05/2010
  
 63,261
Icahn Master
  
05/06/2010
  
 59,760
Icahn Master
  
05/07/2010
  
 68,650
Icahn Master
  
05/10/2010
  
 44,313
Icahn Master
  
05/11/2010
  
 55,607
Icahn Master
  
05/12/2010
  
 59,210
Icahn Master
  
05/13/2010
  
 66,660
Icahn Master
  
05/14/2010
  
 45,034
_____________________________
4 The record holder acquired these Shares upon the exercise of call options as described on Attachment I-A to this Annex A.
 
 
25
 
 
Icahn Master
  
05/17/2010
  
 74,463
Icahn Master
  
05/18/2010
  
 96,796
Icahn Master
  
05/19/2010
  
 98,719
Icahn Master
  
05/20/2010
  
 102,975
Icahn Master
  
05/21/2010
  
 71,603
Icahn Master
  
05/24/2010
  
 56,052
Icahn Master
  
05/25/2010
  
 65,424
Icahn Master
  
05/26/2010
  
 58,529
Icahn Master
  
05/27/2010
  
 66,995
Icahn Master
  
06/02/2010
  
 69,305
Icahn Master
  
06/03/2010
  
 34,335
Icahn Master
  
06/04/2010
  
 51,500
Icahn Master
  
08/24/2010
  
2,864,2845
Icahn Master
  
09/09/2010
  
 31,399
Icahn Master
  
09/10/2010
  
 5,666
Icahn Master II
  
04/07/2010
  
 34,635
Icahn Master II
  
04/08/2010
  
 17,237
Icahn Master II
  
04/09/2010
  
 49,460
Icahn Master II
  
04/12/2010
  
 18,326
Icahn Master II
  
04/13/2010
  
 37,095
Icahn Master II
  
04/14/2010
  
 41,299
Icahn Master II
  
04/15/2010
  
 12,861
Icahn Master II
  
04/16/2010
  
 24,730
Icahn Master II
  
04/19/2010
  
 17,225
Icahn Master II
  
04/20/2010
  
 7,926
Icahn Master II
  
04/21/2010
  
 17,830
Icahn Master II
  
04/22/2010
  
 43,279
Icahn Master II
  
04/23/2010
  
 14,245
Icahn Master II
  
04/26/2010
  
 22,961
Icahn Master II
  
04/27/2010
  
 27,662
Icahn Master II
  
04/28/2010
  
 19,166
Icahn Master II
  
04/29/2010
  
 24,433
Icahn Master II
  
04/30/2010
  
 21,787
Icahn Master II
  
05/04/2010
  
 23,288
Icahn Master II
  
05/05/2010
  
 22,146
Icahn Master II
  
05/06/2010
  
 20,920
Icahn Master II
  
05/07/2010
  
 24,032
Icahn Master II
  
05/10/2010
  
 15,514
Icahn Master II
  
05/11/2010
  
 19,466
Icahn Master II
  
05/12/2010
  
 20,729
______________________________
5 The record holder acquired these Shares upon the exercise of call options as described on Attachment I-A to this Annex A.
 
 
26
 
 
Icahn Master II
  
05/13/2010
  
 23,335
Icahn Master II
  
05/14/2010
  
 15,764
Icahn Master II
  
05/17/2010
  
 26,068
Icahn Master II
  
05/18/2010
  
 33,885
Icahn Master II
  
05/19/2010
  
 34,559
Icahn Master II
  
05/20/2010
  
 36,048
Icahn Master II
  
05/21/2010
  
 25,067
Icahn Master II
  
05/24/2010
  
 19,622
Icahn Master II
  
05/25/2010
  
 22,903
Icahn Master II
  
05/26/2010
  
 20,489
Icahn Master II
  
05/27/2010
  
 23,452
Icahn Master II
  
06/02/2010
  
 24,213
Icahn Master II
  
06/03/2010
  
 12,018
Icahn Master II
  
06/04/2010
  
 18,029
Icahn Master II
  
08/24/2010
  
 678,9646
Icahn Master II
  
09/09/2010
  
 18,626
Icahn Master II
  
09/10/2010
  
 1,661
Icahn Master III
  
04/07/2010
  
 13,085
Icahn Master III
  
04/08/2010
  
 6,514
Icahn Master III
  
04/09/2010
  
 18,688
Icahn Master III
  
04/12/2010
  
 6,923
Icahn Master III
  
04/13/2010
  
 14,015
Icahn Master III
  
04/14/2010
  
 15,604
Icahn Master III
  
04/15/2010
  
 4,858
Icahn Master III
  
04/16/2010
  
 9,345
Icahn Master III
  
04/19/2010
  
 6,508
Icahn Master III
  
04/20/2010
  
 2,994
Icahn Master III
  
04/21/2010
  
 6,737
Icahn Master III
  
04/22/2010
  
 16,351
Icahn Master III
  
04/23/2010
  
 5,382
Icahn Master III
  
04/26/2010
  
 8,676
Icahn Master III
  
04/27/2010
  
 10,451
Icahn Master III
  
04/28/2010
  
 7,241
Icahn Master III
  
04/29/2010
  
 9,232
Icahn Master III
  
04/30/2010
  
 8,232
Icahn Master III
  
05/04/2010
  
 8,543
Icahn Master III
  
05/05/2010
  
 8,355
Icahn Master III
  
05/06/2010
  
 7,893
Icahn Master III
  
05/07/2010
  
 9,067
Icahn Master III
  
05/10/2010
  
 5,853
____________________________
6 The record holder acquired these Shares upon the exercise of call options as described on Attachment I-A to this Annex A.
 
 
27
 
 
Icahn Master III
  
05/11/2010
  
 7,344
Icahn Master III
  
05/12/2010
  
 7,820
Icahn Master III
  
05/13/2010
  
 8,804
Icahn Master III
  
05/14/2010
  
 5,949
Icahn Master III
  
05/17/2010
  
 9,835
Icahn Master III
  
05/18/2010
  
 12,785
Icahn Master III
  
05/19/2010
  
 13,038
Icahn Master III
  
05/20/2010
  
 13,602
Icahn Master III
  
05/21/2010
  
 9,455
Icahn Master III
  
05/24/2010
  
 7,403
Icahn Master III
  
05/25/2010
  
 8,641
Icahn Master III
  
05/26/2010
  
 7,730
Icahn Master III
  
05/27/2010
  
 8,848
Icahn Master III
  
06/02/2010
  
 9,452
Icahn Master III
  
06/03/2010
  
 4,539
Icahn Master III
  
06/04/2010
  
 6,807
Icahn Master III
  
08/24/2010
  
 429,5367
Icahn Master III
  
09/09/2010
  
 3,476
Icahn Master III
  
09/10/2010
  
 799
 
Shares purchased by each of the record holders are maintained in margin accounts that include positions in securities in addition to the Shares. As of March 16, 2011, the indebtedness of (i) High River's margin account was approximately $796,885,449, (ii) Icahn Partners' margin account was approximately $664,751,591, (iii) Icahn Master's margin account was approximately $857,196,294, (iv) Icahn Master II's margin account was approximately $312,694,888, and (v) Icahn Master III's margin account was approximately $81,907,289.
_________________________
7 The Record Holder acquired these Shares upon the exercise of call options as described on Attachment I-A to this Annex A.
 
 
28
 

ANNEX A
Attachment 1-A
 
The following are American call options purchased by the record holders, which were written by UBS AG with a $5.65 strike price and an expiration date of June 7, 2012, and which provided for physical settlement. These are further described in the chart set forth below. On August 24, 2010, the record holders exercised all of their respective call options.
 
NAME
  
DATE
  
Quantity
  
Option Premium
Paid ($)
             
High River
  
06/07/2010
  
 23,499
  
73,098.34
High River
  
06/08/2010
  
 30,000
  
 89,178.00
High River
  
06/09/2010
  
 18,785
  
 59,460.16
High River
  
06/10/2010
  
 40,000
  
 138,056.00
High River
  
06/11/2010
  
 37,257
  
 136,498.47
High River
  
06/14/2010
  
 26,980
  
 99,915.03
High River
  
06/15/2010
  
 57,000
  
 222,630.60
High River
  
06/16/2010
  
 40,000
  
 152,188.00
High River
  
06/17/2010
  
 25,200
  
 97,045.20
High River
  
06/18/2010
  
 40,000
  
 158,048.00
High River
  
06/21/2010
  
 24,000
  
 96,132.00
High River
  
06/22/2010
  
 111,123
  
 428,012.46
High River
  
06/23/2010
  
 24,240
  
 93,534.89
High River
  
06/24/2010
  
 41,901
  
 154,225.01
High River
  
06/25/2010
  
 33,140
  
 124,371.11
High River
  
06/28/2010
  
 29,663
  
 112,292.25
High River
  
06/29/2010
  
 59,927
  
 212,632.98
High River
  
06/30/2010
  
 100,000
  
 326,080.00
High River
  
07/01/2010
  
 44,000
  
 134,032.80
High River
  
07/02/2010
  
 100,000
  
 281,200.00
High River
  
07/06/2010
  
 90,000
  
 243,459.00
High River
  
07/07/2010
  
 20,000
  
 59,298.00
High River
  
07/08/2010
  
 26,949
  
 90,427.37
High River
  
07/09/2010
  
 8,732
  
 29,963.86
High River
  
07/12/2010
  
 17,780
  
 60,875.16
High River
  
07/13/2010
  
 33,937
  
 126,853.11
High River
  
07/14/2010
  
 37,354
  
 140,749.87
High River
  
07/15/2010
  
 15,457
  
 56,943.59
High River
  
07/19/2010
  
 2,027
  
 6,570.32
High River
  
07/20/2010
  
 20,000
  
 65,960.00
High River
  
07/21/2010
  
 20,000
  
 68,084.00
High River
  
07/22/2010
  
 40,000
  
 150,348.00
 
 
29
 
 
High River
  
07/23/2010
  
 40,000
  
 160,732.00
High River
  
07/26/2010
  
 47,659
  
 197,069.97
High River
  
07/27/2010
  
 40,000
  
 165,760.00
High River
  
07/28/2010
  
 14,025
  
 57,703.06
High River
  
07/29/2010
  
 70,000
  
 275,835.00
High River
  
07/30/2010
  
 15,000
  
 60,586.50
High River
  
08/02/2010
  
 15,583
  
 66,291.64
High River
  
08/03/2010
  
 7,117
  
 29,605.30
High River
  
08/04/2010
  
 10,790
  
 45,648.17
High River
  
08/05/2010
  
 5,573
  
 23,194.27
High River
  
08/06/2010
  
 8,089
  
 32,780.67
High River
  
08/09/2010
  
 8,800
  
 38,027.44
High River
  
08/10/2010
  
 10,600
  
 43,685.78
High River
  
08/11/2010
  
 17,000
  
 62,726.60
High River
  
08/12/2010
  
 22,123
  
 75,864.19
High River
  
08/13/2010
  
 20,000
  
 65,460.00
High River
  
08/16/2010
  
 20,000
  
 71,168.00
High River
  
08/17/2010
  
 15,703
  
 59,181.47
High River
  
08/18/2010
  
 20,000
  
 75,468.00
Icahn Partners
  
06/07/2010
  
 34,201
  
 106,389.05
Icahn Partners
  
06/08/2010
  
 43,663
  
 129,792.63
Icahn Partners
  
06/09/2010
  
 27,340
  
 86,539.30
Icahn Partners
  
06/10/2010
  
 58,218
  
 200,933.61
Icahn Partners
  
06/11/2010
  
 54,226
  
 198,667.80
Icahn Partners
  
06/14/2010
  
 39,269
  
 145,424.89
Icahn Partners
  
06/15/2010
  
 82,961
  
 324,029.07
Icahn Partners
  
06/16/2010
  
 58,218
  
 221,502.02
Icahn Partners
  
06/17/2010
  
 36,677
  
 141,243.13
Icahn Partners
  
06/18/2010
  
 58,219
  
 230,034.91
Icahn Partners
  
06/21/2010
  
 34,930
  
 139,912.12
Icahn Partners
  
06/22/2010
  
 161,733
  
 622,947.00
Icahn Partners
  
06/23/2010
  
 35,281
  
 136,138.79
Icahn Partners
  
06/24/2010
  
 60,983
  
 224,460.13
Icahn Partners
  
06/25/2010
  
 48,234
  
 181,017.38
Icahn Partners
  
06/28/2010
  
 43,173
  
 163,435.71
Icahn Partners
  
06/29/2010
  
 87,222
  
 309,481.10
Icahn Partners
  
06/30/2010
  
 145,545
  
 474,593.14
Icahn Partners
  
07/01/2010
  
 138,152
  
 420,838.62
Icahn Partners
  
07/02/2010
  
 177,050
  
 497,864.60
Icahn Partners
  
07/06/2010
  
 157,069
  
 424,887.35
Icahn Partners
  
07/07/2010
  
 34,904
  
 103,486.87
Icahn Partners
  
07/08/2010
  
 47,032
  
 157,815.88
Icahn Partners
  
07/09/2010
  
 15,238
  
 52,289.20
Icahn Partners
  
07/12/2010
  
 31,030
  
 106,240.51
 
 
30
 
 
Icahn Partners
  
07/13/2010
  
 59,228
  
 221,388.34
Icahn Partners
  
07/14/2010
  
 65,191
  
 245,639.69
Icahn Partners
  
07/15/2010
  
 26,978
  
 99,386.95
Icahn Partners
  
07/19/2010
  
 3,538
  
 11,468.07
Icahn Partners
  
07/20/2010
  
 34,905
  
 115,116.69
Icahn Partners
  
07/21/2010
  
 34,905
  
 118,823.60
Icahn Partners
  
07/22/2010
  
 69,807
  
 262,383.57
Icahn Partners
  
07/23/2010
  
 61,585
  
 247,467.01
Icahn Partners
  
07/26/2010
  
 72,818
  
 301,102.43
Icahn Partners
  
07/27/2010
  
 61,116
  
 253,264.70
Icahn Partners
  
07/28/2010
  
 21,428
  
 88,161.22
Icahn Partners
  
07/29/2010
  
 106,953
  
 421,448.30
Icahn Partners
  
07/30/2010
  
 22,918
  
 92,568.09
Icahn Partners
  
08/02/2010
  
 10,724
  
 45,620.97
Icahn Partners
  
08/03/2010
  
 10,845
  
 45,113.03
Icahn Partners
  
08/04/2010
  
 16,439
  
 69,546.83
Icahn Partners
  
08/05/2010
  
 8,491
  
 35,338.69
Icahn Partners
  
08/06/2010
  
 12,324
  
 49,943.01
Icahn Partners
  
08/09/2010
  
 13,408
  
 57,939.99
Icahn Partners
  
08/10/2010
  
 16,150
  
 66,559.00
Icahn Partners
  
08/11/2010
  
 25,901
  
 95,569.51
Icahn Partners
  
08/12/2010
  
 33,708
  
 115,591.47
Icahn Partners
  
08/13/2010
  
 30,472
  
 99,734.86
Icahn Partners
  
08/16/2010
  
 30,471
  
 108,428.01
Icahn Partners
  
08/17/2010
  
 23,926
  
 90,172.31
Icahn Partners
  
08/18/2010
  
 30,472
  
 114,983.04
Icahn Master
  
06/07/2010
  
 40,340
  
 125,485.64
Icahn Master
  
06/08/2010
  
 51,500
  
 153,088.90
Icahn Master
  
06/09/2010
  
 32,248
  
 102,074.59
Icahn Master
  
06/10/2010
  
 68,668
  
 237,000.74
Icahn Master
  
06/11/2010
  
 63,959
  
 234,326.59
Icahn Master
  
06/14/2010
  
 46,316
  
 171,522.04
Icahn Master
  
06/15/2010
  
 97,851
  
 382,186.44
Icahn Master
  
06/16/2010
  
 68,668
  
 261,261.14
Icahn Master
  
06/17/2010
  
 43,260
  
 166,594.26
Icahn Master
  
06/18/2010
  
 68,667
  
 271,317.05
Icahn Master
  
06/21/2010
  
 41,201
  
 165,030.61
Icahn Master
  
06/22/2010
  
 190,765
  
 734,769.55
Icahn Master
  
06/23/2010
  
 41,611
  
 160,564.37
Icahn Master
  
06/24/2010
  
 71,931
  
 264,756.43
Icahn Master
  
06/25/2010
  
 56,890
  
 213,502.48
Icahn Master
  
06/28/2010
  
 50,922
  
 192,770.32
Icahn Master
  
06/29/2010
  
 102,877
  
 365,028.17
Icahn Master
  
06/30/2010
  
 171,668
  
 559,775.01
 
 
31
 
 
Icahn Master
  
07/02/2010
  
 194,521
  
 546,993.05
Icahn Master
  
07/06/2010
  
 177,711
  
 480,726.03
Icahn Master
  
07/07/2010
  
 39,491
  
 117,086.87
Icahn Master
  
07/08/2010
  
 53,211
  
 178,549.51
Icahn Master
  
07/09/2010
  
 17,242
  
 59,165.92
Icahn Master
  
07/12/2010
  
 35,110
  
 120,209.62
Icahn Master
  
07/13/2010
  
 67,010
  
 250,476.68
Icahn Master
  
07/14/2010
  
 73,758
  
 277,920.14
Icahn Master
  
07/15/2010
  
 30,521
  
 112,439.36
Icahn Master
  
07/19/2010
  
 4,003
  
 12,975.32
Icahn Master
  
07/20/2010
  
 39,491
  
 130,241.32
Icahn Master
  
07/21/2010
  
 39,491
  
 134,435.26
Icahn Master
  
07/22/2010
  
 78,983
  
 296,873.40
Icahn Master
  
07/23/2010
  
 69,676
  
 279,979.07
Icahn Master
  
07/26/2010
  
 82,387
  
 340,670.25
Icahn Master
  
07/27/2010
  
 69,148
  
 286,549.31
Icahn Master
  
07/28/2010
  
 24,244
  
 99,747.09
Icahn Master
  
07/29/2010
  
 121,008
  
 476,832.02
Icahn Master
  
07/30/2010
  
 25,930
  
 104,733.86
Icahn Master
  
08/02/2010
  
 25,477
  
 108,381.71
Icahn Master
  
08/03/2010
  
 12,300
  
 51,165.54
Icahn Master
  
08/04/2010
  
 18,647
  
 78,888.00
Icahn Master
  
08/05/2010
  
 9,632
  
 40,087.42
Icahn Master
  
08/06/2010
  
 13,979
  
 56,649.90
Icahn Master
  
08/09/2010
  
 15,208
  
 65,718.33
Icahn Master
  
08/10/2010
  
 18,320
  
 75,502.22
Icahn Master
  
08/11/2010
  
 29,378
  
 108,398.94
Icahn Master
  
08/12/2010
  
 38,235
  
 131,115.46
Icahn Master
  
08/13/2010
  
 34,564
  
 113,127.97
Icahn Master
  
08/16/2010
  
 34,565
  
 122,996.10
Icahn Master
  
08/17/2010
  
 27,137
  
 102,273.93
Icahn Master
  
08/18/2010
  
 34,564
  
 130,423.80
Icahn Master II
  
06/07/2010
  
 14,121
  
 43,926.19
Icahn Master II
  
06/08/2010
  
 18,029
  
 53,593.01
Icahn Master II
  
06/09/2010
  
 11,287
  
 35,726.74
Icahn Master II
  
06/10/2010
  
 24,037
  
 82,961.30
Icahn Master II
  
06/11/2010
  
 22,389
  
 82,026.58
Icahn Master II
  
06/14/2010
  
 16,213
  
 60,041.60
Icahn Master II
  
06/15/2010
  
 34,253
  
 133,785.37
Icahn Master II
  
06/16/2010
  
 24,037
  
 91,453.57
Icahn Master II
  
06/17/2010
  
 15,144
  
 58,319.54
Icahn Master II
  
06/18/2010
  
 24,037
  
 94,974.99
Icahn Master II
  
06/21/2010
  
 14,423
  
 57,771.33
Icahn Master II
  
06/22/2010
  
 66,777
  
 257,204.97
 
 
32
 
 
Icahn Master II
  
06/23/2010
  
 14,566
  
 56,205.82
Icahn Master II
  
06/24/2010
  
 25,179
  
 92,676.35
Icahn Master II
  
06/25/2010
  
 19,916
  
 74,742.76
Icahn Master II
  
06/28/2010
  
 17,825
  
 67,478.32
Icahn Master II
  
06/29/2010
  
 36,011
  
 127,774.23
Icahn Master II
  
06/30/2010
  
 60,094
  
 195,954.52
Icahn Master II
  
07/23/2010
  
 18,851
  
 75,748.97
Icahn Master II
  
07/26/2010
  
 23,737
  
 98,152.50
Icahn Master II
  
07/27/2010
  
 19,923
  
 82,560.91
Icahn Master II
  
07/28/2010
  
 6,985
  
 28,738.39
Icahn Master II
  
07/29/2010
  
 34,866
  
 137,389.47
Icahn Master II
  
07/30/2010
  
 7,472
  
 30,180.16
Icahn Master II
  
08/02/2010
  
 25,259
  
 107,454.31
Icahn Master II
  
08/03/2010
  
 3,585
  
 14,912.88
Icahn Master II
  
08/04/2010
  
 5,437
  
 23,001.77
Icahn Master II
  
08/05/2010
  
 2,808
  
 11,686.62
Icahn Master II
  
08/06/2010
  
 4,075
  
 16,513.94
Icahn Master II
  
08/09/2010
  
 4,434
  
 19,160.64
Icahn Master II
  
08/10/2010
  
 5,340
  
 22,007.74
Icahn Master II
  
08/11/2010
  
 8,566
  
 31,606.83
Icahn Master II
  
08/12/2010
  
 11,147
  
 38,225.29
Icahn Master II
  
08/13/2010
  
 10,076
  
 32,978.75
Icahn Master II
  
08/16/2010
  
 10,076
  
 35,854.44
Icahn Master II
  
08/17/2010
  
 7,913
  
 29,822.51
Icahn Master II
  
08/18/2010
  
 10,076
  
 38,020.78
Icahn Master III
  
06/07/2010
  
 5,333
  
 16,589.36
Icahn Master III
  
06/08/2010
  
 6,808
  
 20,237.46
Icahn Master III
  
06/09/2010
  
 4,263
  
 13,493.67
Icahn Master III
  
06/10/2010
  
 9,077
  
 31,328.36
Icahn Master III
  
06/11/2010
  
 8,455
  
 30,976.58
Icahn Master III
  
06/14/2010
  
 6,123
  
 22,675.31
Icahn Master III
  
06/15/2010
  
 12,935
  
 50,521.52
Icahn Master III
  
06/16/2010
  
 9,077
  
 34,535.26
Icahn Master III
  
06/17/2010
  
 5,719
  
 22,023.87
Icahn Master III
  
06/18/2010
  
 9,077
  
 35,865.04
Icahn Master III
  
06/21/2010
  
 5,446
  
 21,813.95
Icahn Master III
  
06/22/2010
  
 25,218
  
 97,132.17
Icahn Master III
  
06/23/2010
  
 5,501
  
 21,226.71
Icahn Master III
  
06/24/2010
  
 9,509
  
 34,999.78
Icahn Master III
  
06/25/2010
  
 7,520
  
 28,221.81
Icahn Master III
  
06/28/2010
  
 6,731
  
 25,480.87
Icahn Master III
  
06/29/2010
  
 13,600
  
 48,255.52
Icahn Master III
  
06/30/2010
  
 22,693
  
 73,997.33
Icahn Master III
  
07/01/2010
  
 37,848
  
 115,292.58
 
 
33
 
 
Icahn Master III
  
07/02/2010
  
 28,429
  
 79,942.35
Icahn Master III
  
07/06/2010
  
 25,220
  
 68,222.62
Icahn Master III
  
07/07/2010
  
 5,605
  
 16,618.26
Icahn Master III
  
07/08/2010
  
 7,551
  
 25,337.38
Icahn Master III
  
07/09/2010
  
 2,446
  
 8,393.45
Icahn Master III
  
07/12/2010
  
 4,982
  
 17,057.37
Icahn Master III
  
07/13/2010
  
 9,511
  
 35,551.17
Icahn Master III
  
07/14/2010
  
 10,467
  
 39,439.66
Icahn Master III
  
07/15/2010
  
 4,331
  
 15,955.40
Icahn Master III
  
07/19/2010
  
 569
  
 1,844.36
Icahn Master III
  
07/20/2010
  
 5,604
  
 18,481.99
Icahn Master III
  
07/21/2010
  
 5,604
  
 19,077.14
Icahn Master III
  
07/22/2010
  
 11,210
  
 42,135.03
Icahn Master III
  
07/23/2010
  
 9,888
  
 39,732.95
Icahn Master III
  
07/26/2010
  
 11,692
  
 48,346.42
Icahn Master III
  
07/27/2010
  
 9,813
  
 40,665.07
Icahn Master III
  
07/28/2010
  
 3,441
  
 14,157.31
Icahn Master III
  
07/29/2010
  
 17,173
  
 67,670.21
Icahn Master III
  
07/30/2010
  
 3,680
  
 14,863.89
Icahn Master III
  
08/02/2010
  
 873
  
 3,713.83
Icahn Master III
  
08/03/2010
  
 1,740
  
 7,238.05
Icahn Master III
  
08/04/2010
  
 2,636
  
 11,151.86
Icahn Master III
  
08/05/2010
  
 1,363
  
 5,672.67
Icahn Master III
  
08/06/2010
  
 1,977
  
 8,011.79
Icahn Master III
  
08/09/2010
  
 2,150
  
 9,290.80
Icahn Master III
  
08/10/2010
  
 2,590
  
 10,674.17
Icahn Master III
  
08/11/2010
  
 4,155
  
 15,331.12
Icahn Master III
  
08/12/2010
  
 5,404
  
 18,531.40
Icahn Master III
  
08/13/2010
  
 4,888
  
 15,998.42
Icahn Master III
  
08/16/2010
  
 4,888
  
 17,393.46
Icahn Master III
  
08/17/2010
  
 3,835
  
 14,453.35
Icahn Master III
  
08/18/2010
  
 4,888
  
 18,444.38
 
 
34
 
 
ANNEX A
Attachment 1-B

The following are European put options which were written by the record holders to UBS AG and had a $5.65 strike price and an expiration date of June 7, 2012, and provided for cash settlement only and are further described in the chart set forth below. On August 24, 2010, the record holders exercised all of the call options described in Annex A Attachment 1-A, and upon exercise of the call options, all of the put options described below expired pursuant to their terms.
 
NAME
  
DATE
  
Quantity
  
Option Premium
Received ($)
             
High River
  
06/07/2010
  
 23,499
  
 234.99
High River
  
06/08/2010
  
 30,000
  
 300.00
High River
  
06/09/2010
  
 18,785
  
 187.85
High River
  
06/10/2010
  
 40,000
  
 400.00
High River
  
06/11/2010
  
 37,257
  
 372.57
High River
  
06/14/2010
  
 26,980
  
 269.80
High River
  
06/15/2010
  
 57,000
  
 570.00
High River
  
06/16/2010
  
 40,000
  
 400.00
High River
  
06/17/2010
  
 25,200
  
 252.00
High River
  
06/18/2010
  
 40,000
  
 400.00
High River
  
06/21/2010
  
 24,000
  
 240.00
High River
  
06/22/2010
  
 111,123
  
 1,111.23
High River
  
06/23/2010
  
 24,240
  
 242.40
High River
  
06/24/2010
  
 41,901
  
 419.01
High River
  
06/25/2010
  
 33,140
  
 331.40
High River
  
06/28/2010
  
 29,663
  
 296.63
High River
  
06/29/2010
  
 59,927
  
 599.27
High River
  
06/30/2010
  
 100,000
  
 1,000.00
High River
  
07/01/2010
  
 44,000
  
 440.00
High River
  
07/02/2010
  
 100,000
  
 1,000.00
High River
  
07/06/2010
  
 90,000
  
 900.00
High River
  
07/07/2010
  
 20,000
  
 200.00
High River
  
07/08/2010
  
 26,949
  
 269.49
High River
  
07/09/2010
  
 8,732
  
 87.32
High River
  
07/12/2010
  
 17,780
  
 177.80
High River
  
07/13/2010
  
 33,937
  
 339.37
High River
  
07/14/2010
  
 37,354
  
 373.54
High River
  
07/15/2010
  
 15,457
  
 154.57
High River
  
07/19/2010
  
 2,027
  
 20.27
High River
  
07/20/2010
  
 20,000
  
 200.00
 
 
35
 
 
High River
  
07/21/2010
  
 20,000
  
 200.00
High River
  
07/22/2010
  
 40,000
  
 400.00
High River
  
07/23/2010
  
 40,000
  
 400.00
High River
  
07/26/2010
  
 47,659
  
 476.59
High River
  
07/27/2010
  
 40,000
  
 400.00
High River
  
07/28/2010
  
 14,025
  
 140.25
High River
  
07/29/2010
  
 70,000
  
 700.00
High River
  
07/30/2010
  
 15,000
  
 150.00
High River
  
08/02/2010
  
 15,583
  
 155.83
High River
  
08/03/2010
  
 7,117
  
 71.17
High River
  
08/04/2010
  
 10,790
  
 107.90
High River
  
08/05/2010
  
 5,573
  
 55.73
High River
  
08/06/2010
  
 8,089
  
 80.89
High River
  
08/09/2010
  
 8,800
  
 88.00
High River
  
08/10/2010
  
 10,600
  
 106.00
High River
  
08/11/2010
  
 17,000
  
 170.00
High River
  
08/12/2010
  
 22,123
  
 221.23
High River
  
08/13/2010
  
 20,000
  
 200.00
High River
  
08/16/2010
  
 20,000
  
 200.00
High River
  
08/17/2010
  
 15,703
  
 157.03
High River
  
08/18/2010
  
 20,000
  
 200.00
Icahn Partners
  
06/07/2010
  
 34,201
  
 342.01
Icahn Partners
  
06/08/2010
  
 43,663
  
 436.63
Icahn Partners
  
06/09/2010
  
 27,340
  
 273.40
Icahn Partners
  
06/10/2010
  
 58,218
  
 582.18
Icahn Partners
  
06/11/2010
  
 54,226
  
 542.26
Icahn Partners
  
06/14/2010
  
 39,269
  
 392.69
Icahn Partners
  
06/15/2010
  
 82,961
  
 829.61
Icahn Partners
  
06/16/2010
  
 58,218
  
 582.18
Icahn Partners
  
06/17/2010
  
 36,677
  
 366.77
Icahn Partners
  
06/18/2010
  
 58,219
  
 582.19
Icahn Partners
  
06/21/2010
  
 34,930
  
 349.30
Icahn Partners
  
06/22/2010
  
 161,733
  
 1,617.33
Icahn Partners
  
06/23/2010
  
 35,281
  
 352.81
Icahn Partners
  
06/24/2010
  
 60,983
  
 609.83
Icahn Partners
  
06/25/2010
  
 48,234
  
 482.34
Icahn Partners
  
06/28/2010
  
 43,173
  
 431.73
Icahn Partners
  
06/29/2010
  
 87,222
  
 872.22
Icahn Partners
  
06/30/2010
  
 145,545
  
 1,455.45
Icahn Partners
  
07/01/2010
  
 138,152
  
 1,381.52
Icahn Partners
  
07/02/2010
  
 177,050
  
 1,770.50
Icahn Partners
  
07/06/2010
  
 157,069
  
 1,570.69
Icahn Partners
  
07/07/2010
  
 34,904
  
 349.04
Icahn Partners
  
07/08/2010
  
 47,032
  
 470.32
 
 
36
 
 
Icahn Partners
  
07/09/2010
  
 15,238
  
 152.38
Icahn Partners
  
07/12/2010
  
 31,030
  
 310.30
Icahn Partners
  
07/13/2010
  
 59,228
  
 592.28
Icahn Partners
  
07/14/2010
  
 65,191
  
 651.91
Icahn Partners
  
07/15/2010
  
 26,978
  
 269.78
Icahn Partners
  
07/19/2010
  
 3,538
  
 35.38
Icahn Partners
  
07/20/2010
  
 34,905
  
 349.05
Icahn Partners
  
07/21/2010
  
 34,905
  
 349.05
Icahn Partners
  
07/22/2010
  
 69,807
  
 698.07
Icahn Partners
  
07/23/2010
  
 61,585
  
 615.85
Icahn Partners
  
07/26/2010
  
 72,818
  
 728.18
Icahn Partners
  
07/27/2010
  
 61,116
  
 611.16
Icahn Partners
  
07/28/2010
  
 21,428
  
 214.28
Icahn Partners
  
07/29/2010
  
 106,953
  
 1,069.53
Icahn Partners
  
07/30/2010
  
 22,918
  
 229.18
Icahn Partners
  
08/02/2010
  
 10,724
  
 107.24
Icahn Partners
  
08/03/2010
  
 10,845
  
 108.45
Icahn Partners
  
08/04/2010
  
 16,439
  
 164.39
Icahn Partners
  
08/05/2010
  
 8,491
  
 84.91
Icahn Partners
  
08/06/2010
  
 12,324
  
 123.24
Icahn Partners
  
08/09/2010
  
 13,408
  
 134.08
Icahn Partners
  
08/10/2010
  
 16,150
  
 161.50
Icahn Partners
  
08/11/2010
  
 25,901
  
 259.01
Icahn Partners
  
08/12/2010
  
 33,708
  
 337.08
Icahn Partners
  
08/13/2010
  
 30,472
  
 304.72
Icahn Partners
  
08/16/2010
  
 30,471
  
 304.71
Icahn Partners
  
08/17/2010
  
 23,926
  
 239.26
Icahn Partners
  
08/18/2010
  
 30,472
  
 304.72
Icahn Master
  
06/07/2010
  
 40,340
  
 403.40
Icahn Master
  
06/08/2010
  
 51,500
  
 515.00
Icahn Master
  
06/09/2010
  
 32,248
  
 322.48
Icahn Master
  
06/10/2010
  
 68,668
  
 686.68
Icahn Master
  
06/11/2010
  
 63,959
  
 639.59
Icahn Master
  
06/14/2010
  
 46,316
  
 463.16
Icahn Master
  
06/15/2010
  
 97,851
  
 978.51
Icahn Master
  
06/16/2010
  
 68,668
  
 686.68
Icahn Master
  
06/17/2010
  
 43,260
  
 432.60
Icahn Master
  
06/18/2010
  
 68,667
  
 686.67
Icahn Master
  
06/21/2010
  
 41,201
  
 412.01
Icahn Master
  
06/22/2010
  
 190,765
  
 1,907.65
Icahn Master
  
06/23/2010
  
 41,611
  
 416.11
Icahn Master
  
06/24/2010
  
 71,931
  
 719.31
Icahn Master
  
06/25/2010
  
 56,890
  
 568.90
Icahn Master
  
06/28/2010
  
 50,922
  
 509.22
 
 
37
 
 
Icahn Master
  
06/29/2010
  
 102,877
  
 1,028.77
Icahn Master
  
06/30/2010
  
 171,668
  
 1,716.68
Icahn Master
  
07/02/2010
  
 194,521
  
 1,945.21
Icahn Master
  
07/06/2010
  
 177,711
  
 1,777.11
Icahn Master
  
07/07/2010
  
 39,491
  
 394.91
Icahn Master
  
07/08/2010
  
 53,211
  
 532.11
Icahn Master
  
07/09/2010
  
 17,242
  
 172.42
Icahn Master
  
07/12/2010
  
 35,110
  
 351.10
Icahn Master
  
07/13/2010
  
 67,010
  
 670.10
Icahn Master
  
07/14/2010
  
 73,758
  
 737.58
Icahn Master
  
07/15/2010
  
 30,521
  
 305.21
Icahn Master
  
07/19/2010
  
 4,003
  
 40.03
Icahn Master
  
07/20/2010
  
 39,491
  
 394.91
Icahn Master
  
07/21/2010
  
 39,491
  
 394.91
Icahn Master
  
07/22/2010
  
 78,983
  
 789.83
Icahn Master
  
07/23/2010
  
 69,676
  
 696.76
Icahn Master
  
07/26/2010
  
 82,387
  
 823.87
Icahn Master
  
07/27/2010
  
 69,148
  
 691.48
Icahn Master
  
07/28/2010
  
 24,244
  
 242.44
Icahn Master
  
07/29/2010
  
 121,008
  
 1,210.08
Icahn Master
  
07/30/2010
  
 25,930
  
 259.30
Icahn Master
  
08/02/2010
  
 25,477
  
 254.77
Icahn Master
  
08/03/2010
  
 12,300
  
 123.00
Icahn Master
  
08/04/2010
  
 18,647
  
 186.47
Icahn Master
  
08/05/2010
  
 9,632
  
 96.32
Icahn Master
  
08/06/2010
  
 13,979
  
 139.79
Icahn Master
  
08/09/2010
  
 15,208
  
 152.08
Icahn Master
  
08/10/2010
  
 18,320
  
 183.20
Icahn Master
  
08/11/2010
  
 29,378
  
 293.78
Icahn Master
  
08/12/2010
  
 38,235
  
 382.35
Icahn Master
  
08/13/2010
  
 34,564
  
 345.64
Icahn Master
  
08/16/2010
  
 34,565
  
 345.65
Icahn Master
  
08/17/2010
  
 27,137
  
 271.37
Icahn Master
  
08/18/2010
  
 34,564
  
 345.64
Icahn Master II
  
06/07/2010
  
 14,121
  
 141.21
Icahn Master II
  
06/08/2010
  
 18,029
  
 180.29
Icahn Master II
  
06/09/2010
  
 11,287
  
 112.87
Icahn Master II
  
06/10/2010
  
 24,037
  
 240.37
Icahn Master II
  
06/11/2010
  
 22,389
  
 223.89
Icahn Master II
  
06/14/2010
  
 16,213
  
 162.13
Icahn Master II
  
06/15/2010
  
 34,253
  
 342.53
Icahn Master II
  
06/16/2010
  
 24,037
  
 240.37
Icahn Master II
  
06/17/2010
  
 15,144
  
 151.44
Icahn Master II
  
06/18/2010
  
 24,037
  
 240.37
 
 
38
 
 
Icahn Master II
  
06/21/2010
  
 14,423
  
 144.23
Icahn Master II
  
06/22/2010
  
 66,777
  
 667.77
Icahn Master II
  
06/23/2010
  
 14,566
  
 145.66
Icahn Master II
  
06/24/2010
  
 25,179
  
 251.79
Icahn Master II
  
06/25/2010
  
 19,916
  
 199.16
Icahn Master II
  
06/28/2010
  
 17,825
  
 178.25
Icahn Master II
  
06/29/2010
  
 36,011
  
 360.11
Icahn Master II
  
06/30/2010
  
 60,094
  
 600.94
Icahn Master II
  
07/23/2010
  
 18,851
  
 188.51
Icahn Master II
  
07/26/2010
  
 23,737
  
 237.37
Icahn Master II
  
07/27/2010
  
 19,923
  
 199.23
Icahn Master II
  
07/28/2010
  
 6,985
  
 69.85
Icahn Master II
  
07/29/2010
  
 34,866
  
 348.66
Icahn Master II
  
07/30/2010
  
 7,472
  
 74.72
Icahn Master II
  
08/02/2010
  
 25,259
  
 252.59
Icahn Master II
  
08/03/2010
  
 3,585
  
 35.85
Icahn Master II
  
08/04/2010
  
 5,437
  
 54.37
Icahn Master II
  
08/05/2010
  
 2,808
  
 28.08
Icahn Master II
  
08/06/2010
  
 4,075
  
 40.75
Icahn Master II
  
08/09/2010
  
 4,434
  
 44.34
Icahn Master II
  
08/10/2010
  
 5,340
  
 53.40
Icahn Master II
  
08/11/2010
  
 8,566
  
 85.66
Icahn Master II
  
08/12/2010
  
 11,147
  
 111.47
Icahn Master II
  
08/13/2010
  
 10,076
  
 100.76
Icahn Master II
  
08/16/2010
  
 10,076
  
 100.76
Icahn Master II
  
08/17/2010
  
 7,913
  
 79.13
Icahn Master II
  
08/18/2010
  
 10,076
  
 100.76
Icahn Master III
  
06/07/2010
  
 5,333
  
 53.33
Icahn Master III
  
06/08/2010
  
 6,808
  
 68.08
Icahn Master III
  
06/09/2010
  
 4,263
  
 42.63
Icahn Master III
  
06/10/2010
  
 9,077
  
 90.77
Icahn Master III
  
06/11/2010
  
 8,455
  
 84.55
Icahn Master III
  
06/14/2010
  
 6,123
  
 61.23
Icahn Master III
  
06/15/2010
  
 12,935
  
 129.35
Icahn Master III
  
06/16/2010
  
 9,077
  
 90.77
Icahn Master III
  
06/17/2010
  
 5,719
  
 57.19
Icahn Master III
  
06/18/2010
  
 9,077
  
 90.77
Icahn Master III
  
06/21/2010
  
 5,446
  
 54.46
Icahn Master III
  
06/22/2010
  
 25,218
  
 252.18
Icahn Master III
  
06/23/2010
  
 5,501
  
 55.01
Icahn Master III
  
06/24/2010
  
 9,509
  
 95.09
Icahn Master III
  
06/25/2010
  
 7,520
  
 75.20
Icahn Master III
  
06/28/2010
  
 6,731
  
 67.31
Icahn Master III
  
06/29/2010
  
 13,600
  
 136.00
 
 
39
 
 
Icahn Master III
  
06/30/2010
  
 22,693
  
 226.93
Icahn Master III
  
07/01/2010
  
 37,848
  
 378.48
Icahn Master III
  
07/02/2010
  
 28,429
  
 284.29
Icahn Master III
  
07/06/2010
  
 25,220
  
 252.20
Icahn Master III
  
07/07/2010
  
 5,605
  
 56.05
Icahn Master III
  
07/08/2010
  
 7,551
  
 75.51
Icahn Master III
  
07/09/2010
  
 2,446
  
 24.46
Icahn Master III
  
07/12/2010
  
 4,982
  
 49.82
Icahn Master III
  
07/13/2010
  
 9,511
  
 95.11
Icahn Master III
  
07/14/2010
  
 10,467
  
 104.67
Icahn Master III
  
07/15/2010
  
 4,331
  
 43.31
Icahn Master III
  
07/19/2010
  
 569
  
 5.69
Icahn Master III
  
07/20/2010
  
 5,604
  
 56.04
Icahn Master III
  
07/21/2010
  
 5,604
  
 56.04
Icahn Master III
  
07/22/2010
  
 11,210
  
 112.10
Icahn Master III
  
07/23/2010
  
 9,888
  
 98.88
Icahn Master III
  
07/26/2010
  
 11,692
  
 116.92
Icahn Master III
  
07/27/2010
  
 9,813
  
 98.13
Icahn Master III
  
07/28/2010
  
 3,441
  
 34.41
Icahn Master III
  
07/29/2010
  
 17,173
  
 171.73
Icahn Master III
  
07/30/2010
  
 3,680
  
 36.80
Icahn Master III
  
08/02/2010
  
 873
  
 8.73
Icahn Master III
  
08/03/2010
  
 1,740
  
 17.40
Icahn Master III
  
08/04/2010
  
 2,636
  
 26.36
Icahn Master III
  
08/05/2010
  
 1,363
  
 13.63
Icahn Master III
  
08/06/2010
  
 1,977
  
 19.77
Icahn Master III
  
08/09/2010
  
 2,150
  
 21.50
Icahn Master III
  
08/10/2010
  
 2,590
  
 25.90
Icahn Master III
  
08/11/2010
  
 4,155
  
 41.55
Icahn Master III
  
08/12/2010
  
 5,404
  
 54.04
Icahn Master III
  
08/13/2010
  
 4,888
  
 48.88
Icahn Master III
  
08/16/2010
  
 4,888
  
 48.88
Icahn Master III
  
08/17/2010
  
 3,835
  
 38.35
Icahn Master III
  
08/18/2010
  
 4,888
  
 48.88
 
 
40
 
 
ANNEX B

[FORM OF NOMINEE AGREEMENT]

ICAHN CAPITAL LP

February 9, 2011

Dear Mr. ___________________:

This will confirm our understanding as follows:

You agree that you are willing, should we so elect, to become a member of a slate of nominees (the "Slate") to stand for election as directors of Mentor Graphics Corporation ("Mentor Graphics") in connection with a proxy contest with management of Mentor Graphics in respect of the election of directors of Mentor Graphics at the 2011 Annual Meeting of Shareholders of Mentor Graphics (the "Annual Meeting"), expected to be held on or about May 12, 2011, or a special meeting of shareholders of Mentor Graphics called for a similar purpose (the "Proxy Contest").

Icahn Capital LP ("Icahn") agrees to pay the costs of the Proxy Contest.

You understand that it may be difficult, if not impossible, to replace nominees who, such as yourself, have agreed to serve on the Slate and later change their minds and determine not to seek election. Accordingly, the Slate is relying upon your agreement to seek election. In that connection, you are being supplied with a questionnaire in which you will provide Icahn with information necessary for Icahn to make appropriate disclosure both to Mentor Graphics and for use in creating the proxy material to be sent to shareholders of Mentor Graphics and to be filed with the Securities and Exchange Commission. You have agreed that (i) you will immediately complete and sign the questionnaire and return it to Jesse A. Lynn, Assistant General Counsel, Icahn Enterprises LP, 767 Fifth Avenue, Suite 4700, New York, NY 10153, Tel: (212) 702-4331, Fax: (917) 591-3310, Email: jlynn@sfire.com and (ii) your responses to the questions contained therein will be true and correct in all respects. In addition, you have agreed that, concurrently with your execution of this letter, you will execute the attached instrument directed to Mentor Graphics informing Mentor Graphics that you consent to being nominated by Icahn for election as a director of Mentor Graphics and, if elected, consent to serving as a director of Mentor Graphics. Upon being notified that we have chosen you, we may forward that consent and your completed questionnaire (or summaries thereof) to Mentor Graphics.

 
41
 
 
Icahn hereby agrees that, so long as you actually serve on the Slate, Icahn will defend, indemnify and hold you harmless from and against any and all losses, damages, penalties, judgments, awards, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys' fees, costs, expenses and disbursements) incurred by you in the event that (i) you become a party, or are threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof relating solely to your role as a nominee for director of Mentor Graphics on the Slate (a "Proceeding") or (ii) you are called to testify or give a deposition in any Proceeding (whether or not you are a party or are threatened to be made a party to such Proceeding), including, in each case, the advancement to you of all reasonable attorneys' costs and expenses incurred by you in connection with any Proceeding. Your right of indemnification hereunder shall continue (i) in the event that Icahn determines to withdraw the Slate or remove you from the Slate and (ii) after the election has taken place but only for events which occur prior to the later of (x) such election and (y) the date you become a director of Mentor Graphics, and subsequent to the date hereof. Anything to the contrary herein notwithstanding, Icahn is not indemnifying you for any action taken by you or on your behalf which occurs prior to the date hereof or subsequent to the Annual Meeting or such earlier time as you are no longer a nominee of the Slate for election to Mentor Graphics' Board of Directors or for any actions taken by you as a director of Mentor Graphics, if you are elected. Nothing herein shall be construed to provide you an indemnity: (i) in the event you are found to have engaged in a violation of any provision of state or federal law in connection with the Proxy Contest unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of electing the Slate; or (ii) if you acted in a manner which constitutes gross negligence or willful misconduct. In the event that you shall make any claim for indemnification hereunder, you shall promptly notify Icahn in the event of any third-party claims actually made against you or known by you to be threatened. In addition, with respect to any such claim, Icahn shall be entitled to control your defense with counsel chosen by Icahn. Icahn shall not be responsible for any settlement of any claim against you covered by this indemnity without its prior written consent. However, Icahn may not enter into any settlement of any such claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.

Each of us recognizes that should you be elected to the Board of Directors of Mentor Graphics all of your activities and decisions as a director will be governed by applicable law and subject to your fiduciary duty to the shareholders of Mentor Graphics and, as a result, that there is, and can be, no agreement between you and Icahn which governs the decisions which you will make as a director of Mentor Graphics.

 
 
42
 
 
Should the foregoing agree with your understanding, please so indicate in the space provided below, whereupon this letter will become a binding agreement between us.

Very truly yours,
 
ICAHN CAPITAL LP
 
By:
  
Name:  Edward E. Mattner
Title:  Authorized Signatory

Agreed to and Accepted as
of the date first above written:
 
  
Name:

 
43
 
 
IMPORTANT

1.           If your shares of Common Stock are held in your own name, please mark, date and mail the enclosed GOLD proxy card to our Proxy Solicitor, D.F. King & Co., Inc., in the postage-paid envelope provided.

2.           If your shares of Common Stock are held in the name of a brokerage firm, bank nominee or other institution, only it can vote such shares of Common Stock and only upon receipt of your specific instructions. Accordingly, you should contact the person responsible for your account and give instructions for a GOLD proxy card to be signed representing your shares of Common Stock.

3.           If you have already submitted a white proxy card to Mentor Graphics for the Annual Meeting, you may change your vote to a vote FOR the election of the Nominees and FOR Proposal No. 6 by marking, signing, dating and returning the enclosed GOLD proxy card for the Annual Meeting, which must be dated after any proxy you may have submitted to Mentor Graphics. You may also submit your later-dated proxy by using the enclosed GOLD proxy card to vote by telephone or by Internet. ONLY YOUR LATEST DATED PROXY FOR THE ANNUAL MEETING WILL COUNT AT THE ANNUAL MEETING.

If you have any questions or require any assistance in executing your proxy, please call:

D.F. King & Co., Inc.
Shareholders call toll-free: (800) 714-3313
Banks and Brokerage Firms call: (212) 269-5550

 
44
 
 
[PRELIMINARY COPY OF PROXY CARD, SUBJECT TO COMPLETION]
GOLD PROXY
CARD
MENTOR GRAPHICS CORPORATION
ANNUAL MEETING OF
SHAREHOLDERS
MAY 12, 2011
GOLD PROXY
CARD
 
THIS PROXY IS SOLICITED BY:

MR. CARL C. ICAHN, MR. BRETT ICAHN, MR. DAVID SCHECHTER, MR. GARY MEYERS, MR. JOSÉ MARIA ALAPONT, HIGH RIVER LIMITED PARTNERSHIP, HOPPER INVESTMENTS LLC, BARBERRY CORP., ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II LP, ICAHN PARTNERS MASTER FUND III LP, ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE LP AND BECKTON CORP. (THE "PARTICIPANTS")

VOTING CONTROL NUMBER ________________               

THERE ARE THREE WAYS TO AUTHORIZE THE PROXIES TO CAST YOUR VOTES.
 
YOUR INTERNET OR TELEPHONE VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES IN THE SAME MANNER AS IF YOU HAD RETURNED YOUR PROXY CARD BY MAIL. WE ENCOURAGE YOU TO USE THESE COST EFFECTIVE AND CONVENIENT WAYS OF VOTING, 24 HOURS A DAY, 7 DAYS A WEEK.
 
INTERNET VOTING
Visit the Internet voting website at http:// [  ]. Have this proxy card ready and follow the instructions on your screen. You will incur only your usual Internet charges. Available 24 hours a day, 7 days a week until [  ] p.m. Eastern Daylight Time on [  ], 2011.
 
  
VOTING BY MAIL
Simply sign and date your proxy card and return it in the postage-paid envelope to [  ]. If you are voting by telephone or the Internet, please do not mail your proxy card.
 
  
TELEPHONE VOTING
xxx-xxx-xxxx.  Call toll-free on a touch-tone phone, 24 hours a day, seven days a week until [  ] a.m. Eastern Daylight Time on May 12, 2011.  Have this form available when you call and follow the simple instructions.

DETACH BELOW AND RETURN USING THE ENVELOPE
PROVIDED ONLY IF YOU ARE VOTING BY MAIL.

YOUR VOTE, WHETHER BY INTERNET, MAIL OR TELEPHONE, MUST BE RECEIVED
NO LATER THAN [  ] TO BE INCLUDED IN THE VOTING RESULTS.
DETACH HERE
 
 
45
 
 
GOLD PROXY
CARD
MENTOR GRAPHICS CORPORATION
ANNUAL MEETING OF
SHAREHOLDERS
MAY 12, 2011
GOLD PROXY
CARD
 
THIS PROXY IS SOLICITED BY:
 
Mr. Carl C. Icahn, Mr. Brett Icahn, Mr. David Schechter, Mr. Gary Meyers, Mr. José Maria Alapont, High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital L.P., Icahn Onshore LP, Icahn Offshore LP and Beckton Corp. (the "Participants")

The undersigned hereby appoints and constitutes each of Mr. David Schechter and Mr. Jesse A. Lynn, Assistant General Counsel of Icahn Enterprises L.P. (acting alone or together), or instead of the foregoing, _______________ as proxies, with full power of substitution in each, to represent the undersigned at the Annual Meeting of Shareholders of Mentor Graphics Corporation ("Mentor Graphics" or the "Company") to be held at [__________], on Thursday, May 12, 2011 at [______] p.m., Pacific Daylight Time, and at any adjournments, postponements or continuations thereof (the "Annual Meeting"), hereby revoking any proxies previously given, to vote all shares of Common Stock of Mentor Graphics held or owned by the undersigned as directed below, and in their discretion on any amendments or variations to matters identified in the notice of meeting or upon such other matters as may come before the meeting (provided, however, that the persons named above will be permitted to use such discretionary authority only for matters which they do not know, a reasonable time before the solicitation, are to be presented at the meeting).

If you specify a choice with respect to any item by marking the appropriate box, your shares of Common Stock will be voted in accordance with that specification. If no specification is made, your shares of Common Stock will be voted: (i) FOR Mr. José Maria Alapont for director; (ii) FOR Mr. Gary Meyers for director; (iii) FOR Mr. David Schechter for director; (iv) FOR the persons who have been nominated by Mentor Graphics to serve as directors, other than  Marsha B. Congdon, James R. Fiebiger and Fontaine K. Richardson; (v) FOR the advisory vote on executive compensation (Proposal No. 2); (vi) for EVERY YEAR on the advisory vote on the frequency of the vote on executive compensation (Proposal No. 3); (vii) AGAINST amendment of the Company's employee stock purchase plans (Proposal No. 4); (viii) FOR the ratification of the appointment of KPMG LLP as the Company's independent public accounting firm (Proposal No. 5); (ix) FOR opting out of the Oregon Business Combination Statute (Proposal No. 6); and (x) in the proxy holders' discretion as to other matters that may properly come before the Annual Meeting and any continuations, adjournments or postponements thereof.
 
 
46
 
 
The Proxy Statement, as well as other proxy materials distributed by the Participants, are available free of charge online at [  ].

Sign, date and mail your proxy today,
unless you have voted by Internet or telephone.
(continued and to be signed on the reverse side.)

If you have not voted by Internet or telephone, please date, mark, sign and return this proxy promptly. Your vote, whether by Internet, mail or telephone, must be received no later than [  ], 2011 to be included in the voting results. All valid proxies received prior to the meeting will be voted.

x PLEASE MARK VOTES AS IN THIS EXAMPLE.

THE PARTICIPANTS RECOMMEND A VOTE "FOR" THE ELECTION OF THE NOMINEES LISTED IN PROPOSAL 1 BELOW.

1. 
ELECTION OF DIRECTORS NOMINEES:
(01) Mr. José Maria Alapont
(02) Mr. Gary Meyers
(03) Mr. David Schechter
FOR ALL
NOMINEES
¨
WITHHELD FROM
ALL NOMINEES
¨
 
FOR ALL
EXCEPT
¨
 
 
PLUS the persons who have been nominated by Mentor Graphics to serve as directors, other than Marsha B. Congdon, James R. Fiebiger and Fontaine K. Richardson.
 
The Participants are NOT seeking authority to vote for and WILL NOT exercise any authority to vote for Marsha B. Congdon, James R. Fiebiger and Fontaine K. Richardson. There is no assurance that any of the Mentor Graphics nominees will serve as directors if any or all of the Icahn Parties' Nominees are elected to the Board. You should refer to the proxy statement and form of proxy distributed by Mentor Graphics for the names, background, qualifications and other information concerning the Mentor Graphics nominees.
 
Note: if you do not wish your shares voted "for" a particular nominee, mark the "for all except" box and write the name(s) of the nominee(s) you do not support on the line below. You may also withhold authority to vote for the persons who have been nominated by Mentor Graphics to serve as directors (other than Marsha B. Congdon, James R. Fiebiger and Fontaine K. Richardson, and as to whom this proxy will not be voted in any case) by writing the names of such nominees below. Your shares will then be voted for the remaining nominee(s) named or described above.

 
47
 

THE PARTICIPANTS RECOMMEND A VOTE FOR PROPOSAL NOS. 2, 5 AND 6, AGAINST PROPOSAL NO. 4, AND FOR EVERY YEAR ON PROPOSAL NO. 3.

2.
Shareholder advisory vote on executive compensation.
FOR
 
¨
AGAINST
 
¨
ABSTAIN
 
¨
         
3.
Shareholder advisory vote on the frequency of future advisory votes on executive compensation.
EVERY
YEAR
 
 
¨
EVERY
TWO
YEARS
 
¨
EVERY
THREE
YEARS
 
¨
ABSTAIN
 
 
 
¨
           
4.
Proposal to amend the Company's 1989 Employee Stock Purchase Plan and Foreign Subsidiary Employee Stock Purchase Plan to increase the number of shares reserved for issuance under each of the plans.
FOR
 
¨
AGAINST
 
¨
ABSTAIN
 
¨
         
5.
Proposal to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for its fiscal year ending January 31, 2012.
FOR
 
¨
AGAINST
 
¨
ABSTAIN
 
¨
         
6.
Proposal to amend the Company's bylaws by adding a new Article XI to opt out of certain provisions of the Oregon Business Corporation Act relating to business combinations with interested shareholders.
FOR
 
¨
AGAINST
 
¨
ABSTAIN
 
¨

Please be sure to sign and date this Proxy.
     
SIGNATURE(S) OF SHAREHOLDER(S)
  
DATE

     
SIGNATURE(S) IF HELD JOINTLY
  
DATE

     
TITLE, IF ANY
    

 
48