****** Mentor Graphics Mentor Graphics Corporation 8005 SW Boeckman Road Wilsonville, Oregon 97070-7777 May 16, 2012 Allen Smith ISS Proxy Advisory Services An MSCI Brand Re: Mentor Graphics Corporation proxy statement report dated May 15, 2012 Dear Mr. Smith: I note that in its May 15, 2012, report on the Mentor Graphics Corporation proxy statement, ISS recommended a "withhold" for certain directors of Mentor Graphics: WITHHOLD votes are warranted for incumbent director nominees Walden Rhines, Gregory Hinckley, Peter Bonfield, Kevin McDonough, Patrick McManus, and David Schechter for extending the term of the company's poison pill without shareholder approval. Director David Schechter voted against extending the term of the rights plan. Please take appropriate action if this information changes your recommendation.