MENT Mentor Graphics Corp.

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. __)

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Mentor Graphics Corporation
(Name of Registrant as Specified In Its Charter)

Icahn Partners LP
Icahn Partners Master Fund LP
Icahn Partners Master Fund II LP
Icahn Partners Master Fund III LP
High River Limited Partnership
Hopper Investments LLC
Barberry Corp.
Icahn Onshore LP
Icahn Offshore LP
Icahn Capital L.P.
IPH GP LLC
Icahn Enterprises Holdings L.P.
Icahn Enterprises G.P. Inc.
Beckton Corp.
Carl C. Icahn
Brett Icahn
David Schechter
Gary Meyers
Jose Maria Alapont
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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FOR IMMEDIATE RELEASE

ISS SUPPORTS CARL ICAHN'S NOMINEES FOR
BOARD OF DIRECTORS OF MENTOR GRAPHICS CORPORATION

Recommends that shareholders do not vote management's white proxy card

New York, New York, May 3, 2011
Contact: Susan Gordon (212) 702-4309

Institutional Shareholder Services ("ISS"), the leading independent proxy voting advisory firm, has recommended support for two of Carl Icahn's nominees to Mentor Graphics' board of directors. ISS recommended that shareholders of Mentor Graphics vote FOR Mr. Jose Maria Alapont and Mr. Gary Meyers on the Icahn Group's GOLD proxy card.

In announcing its recommendation, ISS stated:

"The dissidents have shaped a compelling case for change around the company's long underperformance on cost, margin, and other elements of financial performance."

"On balance, we believe shareholder support for dissident nominees Alapont, who has long executive experience managing cost structure in the face of significant competitive pressure, and Meyers, whose industry experience as executive and director which will likely add a compelling strategic insight, is warranted."

"Given that the dissidents have made a compelling case that THE COMPANY HAS
UNDERPERFORMED BOTH ITS PEERS AND ITS POTENTIAL DURING THE LONG TENURE OF THE CURRENT BOARD AND MANAGEMENT TEAM, it seems likely that CHANGE AT THE BOARD

LEVEL IS WARRANTED." (1)

The Icahn Group thanks ISS for its incisive report and recommending two of our nominees. It is time to send a signal to this entrenched Board. We strongly encourage all shareholders to vote for ALL THREE Icahn nominees on the GOLD proxy card.

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

D.F. King & Co., Inc.

Shareholders call tollfree: (800) 7143313 Banks and Brokerage Firms call: (212) 2695550

ON APRIL 1, 2011, CARL C. ICAHN AND AFFILIATES ("ICAHN") FILED A DEFINITIVE PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") IN CONNECTION WITH THE UPCOMING 2011 ANNUAL MEETING OF SHAREHOLDERS OF MENTOR GRAPHICS. SHAREHOLDERS ARE ADVISED TO READ ICAHN'S DEFINITIVE PROXY STATEMENT, AND ANY OTHER RELEVANT DOCUMENTS FILED BY ICAHN WITH THE SEC, BEFORE MAKING ANY VOTING OR INVESTMENT DECISION BECAUSE THEY CONTAIN IMPORTANT INFORMATION. THE DEFINITIVE PROXY STATEMENT IS, AND ANY OTHER RELEVANT DOCUMENTS AND OTHER MATERIAL FILED BY ICAHN WITH THE SEC CONCERNING MENTOR GRAPHICS WILL BE, WHEN FILED, AVAILABLE FREE OF CHARGE AT HTTP://WWW.SEC.GOV AND WWW.READMATERIAL.COM/MENTOR. IN ADDITION, COPIES OF THE PROXY MATERIALS MAY BE REQUESTED FROM ICAHN'S PROXY SOLICITOR, D.F. KING & CO., INC., BY TELEPHONE AT
(800) 7143313.

Mentor Graphics Corp. (NASDAQ:MENT)
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Mentor Graphics Corp. (NASDAQ:MENT)
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부터 7월(7) 2023 으로 7월(7) 2024