Icahn Issues Open Letter to Shareholders of Mentor Graphics

(i) Walden Rhines received $20MM in base and bonus/non-equity incentive plan compensation, along with 4.3MM options and shares worth $45MM applying SFAS 123R methodology post 1/1/06 and the midpoint of potential realizable value at assumed annual rates of stock price appreciation for option term of 5% to 10% prior to 1/1/06 and the closing share price on 12/31/93 for Mentor was $13.75 versus $14.01 on 4/18/11.

(ii) Last twelve month results as identified in the respective Company 10K and 10Q.

(iii) $20MM expense reduction tax effected at a 17% non GAAP tax rate divided by the 112.3MM shares outstanding on the record date of 3/11/11 equates to an EPS improvement of $0.15 per share.

(iv) $112.3MM which equates to Company guidance of non-GAAP EPS of $1.00 per share x 112.3MM shares outstanding on the record date of 3/11/11.

(v) Past performance is no indication of future results.

(vi)Past performance is no indication of future results.

(vii) Past performance is no indication of future results.

(viii) Other than "industry consultant" or "private investor" or "board director".

SOURCE Carl C. Icahn

Carl C. Icahn
Mentor Graphics
Susan Gordon
Phone: +1-212-702-4309


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