-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DK2A2O9jMW3KDXgH3GrAIJwxR6R/gaBzgPwE2555gYyitNm4awv+RrhOY7ctGgvG NczQgkB8+FDt+YhH1Tl4tw== 0000928475-11-000043.txt : 20110211 0000928475-11-000043.hdr.sgml : 20110211 20110211154537 ACCESSION NUMBER: 0000928475-11-000043 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110211 DATE AS OF CHANGE: 20110211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MENTOR GRAPHICS CORP CENTRAL INDEX KEY: 0000701811 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 930786033 STATE OF INCORPORATION: OR FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38367 FILM NUMBER: 11598815 BUSINESS ADDRESS: STREET 1: 8005 SW BOECKMAN RD CITY: WILSONVILLE STATE: OR ZIP: 97070-7777 BUSINESS PHONE: 5036857000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC 13D/A 1 mentsch13damd10021011.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Mentor Graphics Corporation (Name of Issuer) Common Stock, without par value (Title of Class of Securities) 587200106 (CUSIP Number) Marc Weitzen Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 11, 2011 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D Item 1. Security and Issuer The Schedule 13D filed with the Securities and Exchange Commission on May 27, 2010 (the "Initial 13D"), by the Reporting Persons with respect to the shares of Common Stock, without par value (the "Shares"), issued by Mentor Graphics Corporation (the "Issuer"), is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D. Item 4. Purpose of Transaction. Item 4 of the Initial 13D is hereby amended to add the following: On February 11, 2011, the Reporting Persons delivered a letter to the Issuer (the "Notification Letter"), notifying the Issuer that the Reporting Persons intend to appear at the 2011 annual meeting of the Issuer's shareholders, in person or by proxy, to nominate and seek to elect individuals as members of the board of directors of the Issuer and to propose certain other business described therein. A copy of the Notification Letter is filed herewith as an exhibit and incorporated herein by reference, and any descriptions herein of the Notification Letter are qualified in their entirety by reference to the Notification Letter. SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM THE STOCKHOLDERS OF MENTOR GRAPHICS CORPORATION FOR USE AT ITS 2011 ANNUAL MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF MENTOR GRAPHICS CORPORATION AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer The information set forth above in Item 4 is incorporated herein by reference. Item 7. Material to be Filed as Exhibits 1. Notification Letter SIGNATURE After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 11, 2011 ICAHN PARTNERS MASTER FUND LP ICAHN PARTNERS MASTER FUND II LP ICAHN PARTNERS MASTER FUND III LP ICAHN OFFSHORE LP ICAHN PARTNERS LP ICAHN ONSHORE LP BECKTON CORP. HOPPER INVESTMENTS LLC BARBERRY CORP. HIGH RIVER LIMITED PARTNERSHIP By: Hopper Investments LLC, general partner By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: Authorized Signatory ICAHN CAPITAL LP By: IPH GP LLC, its general partner By: Icahn Enterprises Holdings L.P., its sole member By: Icahn Enterprises G.P. Inc., its general partner IPH GP LLC By: Icahn Enterprises Holdings L.P., its sole member By: Icahn Enterprises G.P. Inc., its general partner ICAHN ENTERPRISES HOLDINGS L.P. By: Icahn Enterprises G.P. Inc., its general partner ICAHN ENTERPRISES G.P. INC. By: /s/ Dominick Ragone --------------------- Name: Dominick Ragone Title: Chief Financial Officer /s/ Carl C. Icahn - -------------------- CARL C. ICAHN [Signature Page of Schedule 13D - Mentor Graphics Corporation] EX-99 2 mentnotice021011.txt ICAHN PARTNERS LP ICAHN PARTNERS MASTER FUND LP ICAHN PARTNERS MASTER FUND II LP ICAHN PARTNERS MASTER FUND III LP HIGH RIVER LIMITED PARTNERSHIP c/o Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, NY 10153 February 11, 2011 VIA HAND DELIVERY - ------------------- Mentor Graphics Corporation 8005 S.W. Boeckman Road Wilsonville, OR 97070-7777 Attention: Secretary Re: Shareholders' Notice (this "Notice") of Shareholder Proposals and Nomination of Persons for Election as Directors at the 2011 Annual Meeting of Shareholders of Mentor Graphics Corporation (the "Corporation") --------------------------------------------------------------------------- Ladies and Gentlemen: Icahn Partners LP, a Delaware limited partnership ("Icahn Partners"), Icahn Partners Master Fund LP, a Cayman Islands exempted limited partnership ("Icahn Master"), Icahn Partners Master Fund II LP, a Cayman Islands exempted limited partnership ("Icahn Master II"), Icahn Partners Master Fund III LP, a Cayman Islands exempted limited partnership ("Icahn Master III") and High River Limited Partnership, a Delaware limited partnership ("High River", and together with Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III, the "Record Holders" and each of them a "Record Holder") hereby submit this notice (this "Notice") on the date hereof pursuant to the requirements (the "Bylaw Requirements") set forth in the Bylaws of the Corporation, effective December 2009 (the "Bylaws"), of their intent to make Proposals (as defined below) and nominate each person on the Slate (as defined below) for election as directors of the Corporation at the 2011 annual meeting of shareholders of the Corporation (the "Annual Meeting"), or a special meeting of shareholders of the Corporation called for a similar purpose. This Notice is submitted by the Record Holders and on behalf of the Beneficial Owners (as defined in Annex A). 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 (1). Each of Icahn Master, Icahn Master II, Icahn Master III, Icahn Partners and High River is primarily engaged in the business of investing in securities. As of the close of business on February 10, 2011 (i) each of the Record Holders represents that it is the holder of record of, and is entitled to vote, 1000 shares of Common Stock, without par value, of the Corporation (the "Shares"); (ii) Icahn Partners represents that it is the direct beneficial owner of, and is entitled to vote, 4,908,189 Shares (including the 1000 Shares of which Icahn Partners is the shareholder of record); (iii) Icahn Master represents that it is the direct beneficial owner of, and is entitled to vote, 5,568,678 Shares (including the 1000 Shares of which Icahn Master is the shareholder of record); (iv) Icahn Master II represents that it is the direct beneficial owner of, and is entitled to vote, 1,632,955 Shares (including the 1000 Shares of which Icahn Master II is the shareholder of record); (v) Icahn Master III represents that it is the direct beneficial owner of, and is entitled to vote, 786,410 Shares (including the 1000 Shares of which Icahn Master III is the shareholder of record); and (vi) High River represents that it is the direct beneficial owner of, and is entitled to vote, 3,224,057 Shares (including the 1000 Shares of which High River is the shareholder of record), in each case as further described in Annex A. Carl C. Icahn, by virtue of his relationship to Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III and High River is deemed to beneficially own (as that term is defined in Rule 13d-3 of the Securities Act of 1933, as amended) the Shares which Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III and High River directly beneficially own, as further described in Annex A. _________________________ (1) Please note that the Record Holders have been advised by American Stock Transfer & Trust Company ("AST") that the address set forth on the book entry for the Corporation at AST as the address for each of the Record Holders is: "767 5th Avenue, New York, NY 10153." Each Record Holder hereby represents that it intends to appear in person or by proxy at the Annual Meeting to nominate for election as directors of the Corporation the following persons (each, a "Nominee" and collectively, the "Slate"): Mr. Jose Maria Alapont Mr. Gary Meyers Mr. David Schechter Each Record Holder further represents that it intends to (i) deliver a proxy statement and a form of proxy to holders of at least the percentage of the Corporation's capital stock required to elect the Slate and (ii) otherwise solicit proxies from shareholders in support of the Slate. 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 have provided him with a broad understanding of the operational, financial and strategic issues facing public and private companies. The Record Holders 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 Corporation's shareholders. Each Record Holder further represents that it intends to appear in person or by proxy at the Annual Meeting to make the following proposals (the "Proposals") for consideration by the Corporation's shareholders: PROPOSAL 1 To adopt a resolution that would add a new Article X to the Corporation's Bylaws to opt out of the Oregon Control Share Act. The following is the text of the proposed resolution: "RESOLVED, that a new Article X be added to the Corporation's Bylaws as follows: ARTICLE X CONTROL SHARE ACQUISITIONS The corporation shall not be subject to the Oregon Control Share Act, ORS 60.801 to 60.813. Notwithstanding any other provisions of these bylaws, this Article X 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." PROPOSAL 2 To adopt a resolution that would add a new Article XI to the Corporation's Bylaws to opt out of certain provisions of the Oregon Business Corporations Act relating to business combinations with interested shareholders. The following is the text of the proposed resolution: "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." PROPOSAL 3 To adopt resolutions that would amend Article II, Section 2.2 of the Bylaws of the Corporation, or any successor or alternative bylaw or bylaws governing the number and term of directors of the Corporation. The following is the text of the proposed resolutions: "RESOLVED, that Article II, Section 2.2 of the Bylaws of the Corporation, or any successor or alternative bylaw or bylaws governing the number and term of directors of the Corporation, be amended to read in its entirety as follows: 2.2 Number, Term and Qualification. The number of directors of the corporation shall be set by resolution of the Board or action of the corporation's shareholders, and the number of directors shall be not less than 5 or more than 9. Each director shall hold office until the next annual meeting of shareholders and until his or her successor shall have been elected and qualified. Directors need not be residents of the State of Oregon or shareholders of the corporation. Notwithstanding any other provisions of these bylaws, this Section 2.2 may only be amended or repealed by a vote of the corporation's shareholders, and not by the Board of Directors. RESOLVED FURTHER, that this proposal shall be deemed to repeal any bylaw that is inconsistent with the intent of the foregoing resolution, which is to require the annual election of all directors." PROPOSAL 4 To adopt a resolution that would amend Article I, Section 1.2 of the Bylaws of the Corporation to reinstate the right of holders of one-tenth of the outstanding shares to call a special meeting of shareholders. The following is the text of the proposed resolution: "RESOLVED, that Article I, Section 1.2 of the Bylaws of the Corporation be amended to read in its entirety as follows: 1.2 Special Meetings. Special meetings of the shareholders may be called by the Chief Executive Officer or by the Board of Directors, and shall be called by the Chief Executive Officer or the Board of Directors at the request of the holders of not less than one-tenth of all the votes entitled to be cast on any issue proposed to be considered at the meeting. A demand by shareholders to hold a special meeting shall be signed, dated and delivered to the Secretary, and shall set forth (i) the business to be acted on at the special meeting and include the information specified in Section 1.12(a) of these bylaws for business other than nominations for election as directors (as if the meeting were an annual meeting of shareholders) and (ii) the information specified in Section 1.12(b)(2) of these bylaws for nominations brought before a special meeting by a shareholder pursuant to Section 1.12(b)(1)(ii) of these bylaws. The Board of Directors or the Chief Executive Officer shall have the sole power to determine the place, time and date for any special meeting of shareholders, and to set a record date for the determination of shareholders entitled to vote at such meeting in the manner set forth in Section 1.6 of these bylaws. Following such determination, it shall be the duty of the secretary to cause notice to be given to the shareholders entitled to vote at such meeting, in the manner set forth in Section 1.4 hereof, that a meeting will be held at the place, time and date so determined by the Board of Directors or the Chief Executive Officer. Notwithstanding any other provisions of these bylaws, this Section 1.2 may only be amended or repealed by a vote of the corporation's shareholders, and not by the Board of Directors." PROPOSAL 5 To adopt a resolution that would repeal any provision of the Corporation's Bylaws in effect at the time of the Annual Meeting that was not included in the Corporation's Bylaws in effect as of January 1, 2010, as publicly filed with the Securities and Exchange Commission on December 15, 2009, and is inconsistent with any of the foregoing proposals that are approved by the shareholders at the Annual Meeting. The Record Holders are not aware of any such provision of the Corporation's Bylaws that has become effective, but it is possible that following the date of this Notice and prior to the adoption of this resolution such a provision could be disclosed and/or become effective. The following is the text of the proposed resolution: "RESOLVED, that any provision of the Bylaws of Mentor Graphics Corporation as of the effectiveness of this resolution that was not included in the Bylaws, effective as of January 1, 2010, as publicly filed with the Securities and Exchange Commission on December 15, 2009, and is inconsistent with any of the foregoing proposals approved by shareholders at the Annual Meeting, be and hereby are repealed." The Record Holders believe the Proposals are appropriate for consideration at the Annual Meeting for the reasons described below. With respect to Proposals 1 and 2 relating to opting out of the Oregon Control Share Act and provisions of the Oregon Business Corporation Act relating to business combinations with interested shareholders, respectively, the Record Holders believe that shareholders should be given the opportunity to cause the Corporation not to be subject to these statutory provisions, both of which may discourage acquisitions of the Corporation's common stock, hinder attempts to acquire control of the Corporation, discourage or prevent a business combination with the Corporation, and have a negative effect on shareholder value. With respect to Proposal 3 to amend Section 2.2 of the Corporation's bylaws, the Record Holders believe that as a matter of best corporate governance, the shareholders should have the ability to elect all directors on an annual basis and that the shareholders should have the opportunity at the Annual Meeting to vote to require shareholder approval of any change to the requirement for an annual vote for all directors. Proposal 4 would reinstate the right of holders of one-tenth of the outstanding shares to call a special meeting of shareholders, which was provided for in the Bylaws until the Board of Directors removed it in 2009. The Record Holders believe that the right of shareholders to call a special meeting is appropriate and reflective of good corporate governance and that the shareholders should have the opportunity to consider this proposal at the Annual Meeting. Proposal 5 is appropriate for consideration at the Annual Meeting in case the Corporation takes actions between the date of this Notice and the date of the Annual Meeting to frustrate the purposes of the various proposals being made by the Record Holders. Each Record Holder further represents that it intends to (i) deliver a proxy statement and a form of proxy to holders of at least the percentage of the Corporation's capital stock required to approve the Proposals and (ii) otherwise solicit proxies from shareholders in support of the Proposals. In this Notice: (i) certain information relating to the Record Holders and Beneficial Owner(s) (as defined in Annex A) is set forth in the body of this Notice (including the footnotes hereto) and Annex A and Annex B; (ii) certain information relating to each Nominee is set forth in the body of this Notice and Annex B; and (iii) the written consent of each Nominee to being named in the proxy statement as a nominee and to serving as a director of the Corporation if elected is attached as Annex C. Each Nominee (other than Mr. Schechter) is also party to an agreement substantially in the form attached hereto as Annex D, pursuant to which Icahn Capital LP, an affiliate of the Record Holders, has agreed to indemnify such Nominee with respect to certain costs incurred by such Nominee in connection with the proxy contest relating to the Annual Meeting (the "Nominee Agreement"). Each Nominee, Record Holder and Beneficial Owner has an interest in the election of directors at the Annual Meeting: (i) directly and/or indirectly through the beneficial ownership (if any) of Shares, as described on Annex A and any applicable attachments thereto, (ii) pursuant to the Nominee Agreement, if applicable, relating to such Nominee and each Record Holder, and (iii) with respect to Mr. Alapont, through an investment in Icahn Partners described in Annex A. Each Record Holder and Beneficial Owner has an interest in the Proposals directly and/or indirectly through the beneficial ownership (if any) of Shares, as described on Annex A, and, with respect to Proposals 1 and 2, through the potential ability to acquire additional Shares without restrictions on its ability to vote those Shares or to participate in a business combination transaction with the Corporation, respectively. With respect to each Nominee, other than as disclosed in this Notice, (i) such Nominee is not, and, within the past year, was not a party to any contract, arrangement or understanding with any person with respect to any securities of the Corporation, 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 Nominee nor any of such Nominee's associates have any arrangement or understanding with any person with respect to (A) any future employment by the Corporation or its affiliates or (B) any future transactions to which the Corporation or any of its affiliates will or may be a party. With respect to each Record Holder and Beneficial Owner, other than as disclosed in this Notice, (i) neither such Record Holder nor such Beneficial Owner is, or was, within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Corporation, 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 Record Holder, Beneficial Owner nor any of their respective associates have any arrangement or understanding with any person with respect to (A) any future employment by the Corporation or its affiliates or (B) any future transactions to which the Corporation or any of its affiliates will or may be a party. With respect to each Nominee, such Nominee is independent under the independence standards applicable to the Corporation under (i) paragraph (a)(1) of Item 407 of Regulation S-K and (ii) NASDAQ Listing Rule 5605. In consideration of providing certain investment advisory, administrative and back office services to the Record Holders, Icahn Onshore LP, the general partner of Icahn Partners and Icahn Offshore LP, the general partner of Icahn Master, Icahn Master II and Icahn Master III, (together, the "General Partners"), are allocated from the Record Holders on an annual basis (i) special profits interest allocations ranging from 1.5% to 2.25% of the balance in each of the Record Holders' 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 Record Holders. 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 Record Holders (including any increase or decrease in the value of shares of the Corporation). The General Partners are owned by Icahn Capital LP, which is a subsidiary of Icahn Enterprises L.P., a New York Stock Exchange listed master limited partnership ("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. In addition, Icahn Enterprises is the owner of approximately 76% of the outstanding shares of common stock of Federal-Mogul Corporation, a NASDAQ listed auto parts supplier ("Federal-Mogul"). Carl C. Icahn is the chairman of the board of directors of Federal-Mogul and Jose Maria Alapont is the president, chief executive officer and a director of Federal-Mogul. The Annexes and all attachments thereto are hereby incorporated into and made a part of this Notice. Accordingly, all matters disclosed in any part of this Notice, including the Annexes and all attachments thereto should be deemed disclosed for all purposes of this Notice. All upper case terms appearing in the Annexes and all attachments thereto that are not defined in such Annexes and attachments shall have the meanings given in the body of this Notice or the Annexes, as applicable. Information is set forth herein as of the close of business on February 10, 2011. Neither the delivery of this Notice nor any delivery by any Record Holder, Beneficial Owner, or Nominee of additional information to the Corporation from and after the date hereof shall be deemed to constitute an admission by any Record Holder, Beneficial Owner, Nominee or any of their respective affiliates (if any) that such delivery is required or that each and every item or any item of information is required or as to the legality or enforceability of any notice requirement or any other matter, or a waiver by any Record Holder, Beneficial Owner, Nominee or any of their respective affiliates (if any) of their right to contest or challenge, in any way, the validity or enforceability of any notice requirement or any other matter (including actions taken by the Board of Directors of the Corporation in anticipation of, or following receipt of, this Notice). Furthermore, this Notice assumes that the Board of Directors will nominate a total of eight director nominees for election to the Board of Directors at the Annual Meeting and if the Board of Directors of the Corporation increases the number of directors to be nominated and elected at the Annual Meeting or a special meeting called for a similar purpose, the Record Holders reserve the right to add additional director nominees in respect of each such additional directorship. In the event any statement or other information in this Notice is not correct, or to the extent any applicable information has been omitted from this Notice, the Record Holders, Beneficial Owners and Nominees reserve the right to correct and/or supplement any such statement or other information set forth in this Notice. [Signature page follows] Very truly yours, ICAHN PARTNERS LP By: __________________________ Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND LP By: __________________________ Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND II LP By: __________________________ Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND III LP By: __________________________ Name: Edward E. Mattner Title: Authorized Signatory HIGH RIVER LIMITED PARTNERSHIP By: Hopper Investments LLC, its general partner By: Barberry Corp., its sole member By: __________________________ Name: Edward E. Mattner Title: Authorized Signatory [Signature page to Shareholders' Notice of Intent to Nominate Persons for Election as Directors at the 2011 Annual Meeting of Shareholders of Mentor Graphics Corporation] ANNEX A SECURITY OWNERSHIP OF RECORD HOLDERS (1) TITLE (2) NAME OF (3) AMOUNT OF (4) PERCENT OF BENEFICIAL BENEFICIAL OF CLASS OWNER (2) OWNERSHIP CLASS (3) ------ ----------- ----------- ---------- Common Stock, par High River 3,224,057 2.94% value $0.01 per share ("Shares") Shares Icahn Partners 4,908,189 4.48% Shares Icahn Master 5,568,678 5.08% Shares Icahn Master II 1,632,955 1.49% Shares Icahn Master III 786,410 0.72% 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 Record Holders. _________________________ (2) Please note that each Record Holder listed in this table is, as of the date of this Notice, 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." (3) Please note that percentages of ownership set forth in this column were calculated based on the 109,672,191 Shares stated to be outstanding AS of December 3, 2010 by the Corporation in the Corporation's Form 10-Q filed for the quarterly period ended October 31, 2010. 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) Mr. Icahn, Barberry and Hopper is c/o Icahn Capital LP, 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. 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 Record Holders and Carl C. Icahn may be deemed to beneficially own, in the aggregate, 16,120,289 Shares, representing approximately 14.70% of the Corporation's outstanding Shares (based upon the 109,672,191 Shares stated to be outstanding as of December 3, 2010 by the Corporation in the Corporation's Form 10Q filed for the quarterly period ended October 31, 2010). 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. Without acknowledging the following disclosure is required, 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 Carl C. 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. TWO YEAR SUMMARY TABLE: The following table indicates the date of each purchase and sale of Shares, as well as the exercise of call options, 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 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 1,647,013 (4) 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 _________________________ (4) The Record Holder acquired these Shares upon the exercise of call options as described on Attachment I-A to this Annex A. 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 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 2,615,269 (5) 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 _________________________ (5) The Record Holder acquired these Shares upon the exercise of call options as described on Attachment I-A to this Annex A. 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 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 2,864,284 (6) 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 _________________________ (6) The Record Holder acquired these Shares upon the exercise of call options as described on Attachment I-A to this Annex A. 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 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 678,964 (7) 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 __________________________ (7) The Record Holder acquired these Shares upon the exercise of call options as described on Attachment I-A to this Annex A. 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 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 429,536 (8) Icahn Master III 09/09/2010 3,476 Icahn Master III 09/10/2010 799 _________________________ (8) The Record Holder acquired these Shares upon the exercise of call options as described on Attachment I-A to this Annex A. 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 February 10, 2011, the indebtedness of (i) High River's margin account was approximately $767,237,936, (ii) Icahn Partners' margin account was approximately $577,082,565, (iii) Icahn Master's margin account was approximately $756,279,432, (iv) Icahn Master II's margin account was approximately $285,031,934, and (v) Icahn Master III's margin account was approximately $66,422,893. ANNEX A ATTACHMENT 1-A The following are American call options purchased by the Record Holders, which were written by UBS AG with a $5.65 strike price and an expiration date of June 7, 2012, and which provided for physical settlement. These are further described in the chart set forth below. On August 24, 2010, the Record Holders exercised all of their respective call options. OPTION PREMIUM NAME DATE QUANTITY PAID ($) - ---- ---- -------- -------------- 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 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 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 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 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 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 ANNEX A ATTACHMENT 1-B The following are European put options which were written by the Record Holders to UBS AG and had a $5.65 strike price and an expiration date of June 7, 2012, and provided for cash settlement only and are further described in the chart set forth below. On August 24, 2010, the Record Holders exercised all of the call options described in Annex A Attachment 1-A, and upon exercise of the call options, all of the put options described below expired pursuant to their terms. OPTION PREMIUM NAME DATE QUANTITY RECEIVED ($) - ---- ---- -------- -------------- 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 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 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 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 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 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 ANNEX B ATTACHMENT 1 INFORMATION ABOUT NOMINEES - ---------------------------- NAME: Jose Maria Alapont AGE: 60 BUSINESS 26555 Northwestern Highway ADDRESS: Southfield, Michigan 48033 RESIDENCE [REDACTED] ADDRESS: PRINCIPAL OCCUPATION See below OR EMPLOYMENT: CITIZENSHIP: Spain Jose 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. Mr. Alapont has an interest in the election of directors at the Annual Meeting pursuant to the Nominee Agreement attached hereto as Annex D and indirectly through an investment in Icahn Partners LP. Other than in respect of such investment (to the extent applicable), Mr. Alapont does not, and his associates do not, own, beneficially or of record, any shares of capital stock of the Corporation. ANNEX B ATTACHMENT 2 INFORMATION ABOUT NOMINEES NAME: Gary Meyers AGE: 46 BUSINESS None ADDRESS: RESIDENCE [REDACTED] ADDRESS: PRINCIPAL OCCUPATION See below OR EMPLOYMENT: CITIZENSHIP: United States of America 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 Corporation. 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. Mr. Meyers has an interest in the election of directors at the Annual Meeting pursuant to the Nominee Agreement attached hereto as Annex D. Mr. Meyers does not, and his associates do not, own, beneficially or of record, any shares of capital stock of the Corporation. ANNEX B ATTACHMENT 3 INFORMATION ABOUT NOMINEES NAME: David Schechter AGE: 35 BUSINESS Icahn Capital LP, 767 Fifth Avenue, 47th ADDRESS: Floor, New York, NY 10153 RESIDENCE [REDACTED] ADDRESS: PRINCIPAL OCCUPATION See below OR EMPLOYMENT: CITIZENSHIP: United States of America 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 Corp, 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. In connection with his employment by Icahn Capital LP, David Schechter has a participatory interest in the profits derived by its affiliated entities from their investment in certain companies, including the Corporation. 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 the Corporation. ANNEX C The written consent of each Nominee to being named as a nominee for election as a director of the Corporation and to serve as a director if elected is attached to this Annex C. If the Corporation requests original signed statements of consents, the Record Holders will provide them. ANNEX C ATTACHMENT 1 CONSENT OF NOMINEE The undersigned hereby consents to being named as a nominee for election as a director of Mentor Graphics Corporation (the "Company"), in the proxy statement to be filed with the Securities and Exchange Commission and distributed to shareholders of the Company by High River Limited Partnership ("High River"), Icahn Partners LP ("Icahn Partners"), Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II"), Icahn Partners Master Fund III LP ("Icahn Master III", and collectively with High River, Icahn Partners, Icahn Master and Icahn Master II, the "Record Holders") and in other materials in connection with the solicitation of proxies by the Record Holders from shareholders of the Company to be voted at the 2011 annual meeting of shareholders of the Company and any adjournment thereof, and further consents to serve as a director of the Company, if elected. Dated: February 9, 2011 /s/ Jose Maria Alapont - ------------------------ Name: Jose Maria Alapont ANNEX C ATTACHMENT 2 CONSENT OF NOMINEE The undersigned hereby consents to being named as a nominee for election as a director of Mentor Graphics Corporation (the "Company"), in the proxy statement to be filed with the Securities and Exchange Commission and distributed to shareholders of the Company by High River Limited Partnership ("High River"), Icahn Partners LP ("Icahn Partners"), Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II"), Icahn Partners Master Fund III LP ("Icahn Master III", and collectively with High River, Icahn Partners, Icahn Master and Icahn Master II, the "Record Holders") and in other materials in connection with the solicitation of proxies by the Record Holders from shareholders of the Company to be voted at the 2011 annual meeting of shareholders of the Company and any adjournment thereof, and further consents to serve as a director of the Company, if elected. Dated: February 9, 2011 /s/ Gary Meyers - ---------------- Name: Gary Meyers ANNEX C ATTACHMENT 3 CONSENT OF NOMINEE The undersigned hereby consents to being named as a nominee for election as a director of Mentor Graphics Corporation (the "Company"), in the proxy statement to be filed with the Securities and Exchange Commission and distributed to shareholders of the Company by High River Limited Partnership ("High River"), Icahn Partners LP ("Icahn Partners"), Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II"), Icahn Partners Master Fund III LP ("Icahn Master III", and collectively with High River, Icahn Partners, Icahn Master and Icahn Master II, the "Record Holders") and in other materials in connection with the solicitation of proxies by the Record Holders from shareholders of the Company to be voted at the 2011 annual meeting of shareholders of the Company and any adjournment thereof, and further consents to serve as a director of the Company, if elected. Dated: February 9, 2011 /s/ David Schechter - -------------------- Name: David Schechter ANNEX D Attached to this Annex D is the form of agreement pursuant to which an affiliate of the Record Holders has agreed to indemnify certain Nominees with respect to certain costs incurred by such Nominees in connection with the proxy contest relating to the Annual Meeting. 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. 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. 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: -----END PRIVACY-ENHANCED MESSAGE-----