<PAGE>

                                                                   EXHIBIT 10.74

                                                                 [JPMORGAN LOGO]

JPMorgan Chase Bank
P.O. Box 161
60 Victoria Embankment
London EC4Y 0JP
England

To: CADENCE DESIGN SYSTEMS, INC.                                 August 11, 2003
2655 Seely Avenue
San Jose, CA 95134
Attention: Treasurer
Telephone No.: (408) 943-1234
Facsimile No.: (408) 943-0513

Re: Warrants

Reference:

         The purpose of this letter agreement is to confirm the terms and
conditions of the Warrants issued by CADENCE DESIGN SYSTEMS, INC. ("COMPANY") to
JPMORGAN ENTITY Chase Bank, London Branch ("JPMORGAN") on the Trade Date
specified below (the "TRANSACTION"). This letter agreement constitutes a
"Confirmation" as referred to in the ISDA Master Agreement specified below. This
Confirmation shall replace any previous letter and serve as the final
documentation for this Transaction.

         The definitions and provisions contained in the 1996 ISDA Equity
Derivatives Definitions (the "EQUITY DEFINITIONS"), as published by the
International Swaps and Derivatives Association, Inc., are incorporated into
this Confirmation. In the event of any inconsistency between the Equity
Definitions and this Confirmation, this Confirmation shall govern. This
Transaction shall be deemed to be a Share Option Transaction within the meaning
set forth in the Equity Definitions.

         Each party is hereby advised, and each such party acknowledges, that
the other party has engaged in, or refrained from engaging in, substantial
financial transactions and has taken other material actions in reliance upon the
parties' entry into the Transaction to which this Confirmation relates on the
terms and conditions set forth below.

1.       This Confirmation evidences a complete and binding agreement between
JPMorgan and the Company as to the terms of the Transaction to which this
Confirmation relates. In addition, JPMorgan and the Company agree to make all
reasonable efforts to promptly negotiate, execute, and deliver an agreement in
the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (the
"AGREEMENT"), with such modifications as JPMorgan and the Company will in good
faith agree together with related schedules. Upon the execution by JPMorgan and
the Company of such an agreement, this Confirmation will supplement, form a
apart of, and be subject to, that agreement. All provisions contained or
incorporated by reference in that agreement upon its execution will govern this
Confirmation except as expressly modified below. Until JPMorgan and the Company
execute such agreement, this Confirmation, together with all other documents
referring to an Agreement (each a "CONFIRMATION") confirming transactions (each
a "TRANSACTION") entered into between JPMorgan and the Company (notwithstanding
anything to the contrary in a Confirmation), shall supplement, form a part of,
and be subject to an agreement in the form of the Agreement as if JPMorgan and
the Company had executed an agreement in such form (but without any Schedule
except for the election of the laws of the State of New York as the governing
law and United States dollars as the Termination Currency and Second Method and
Loss as the payments on early termination) on the Trade Date of the first such
Transaction between JPMorgan and the Company. In the event of any inconsistency
between provisions

                    A SUBSIDIARY OF J.P. MORGAN CHASE & CO.
       INCORPORATED WITH LIMITED LIABILITY AS A NEW YORK STATE CHARTERED
                                COMMERCIAL BANK.
      REGISTERED IN ENGLAND BRANCH NUMBER BR000746. AUTHORISED BY THE FSA.
  REGISTERED BRANCH ADDRESS 125 LONDON WALL, LONDON, EC2Y 5AJ. HEAD OFFICE 270
                          PARK AVENUE, NEW YORK, USA.

<PAGE>

of that agreement and this Confirmation, this Confirmation will prevail for the
purpose of the Transaction to which this Confirmation relates. The parties
hereby agree that if they have not executed an Agreement within 60 days from the
Trade Date it shall constitute an Additional Termination Event under the
Agreement in respect of which the Company is the sole Affected Party and this
Transaction is the sole Affected Transaction.

2.       The terms of the particular Transaction to which this Confirmation
         relates are as follows:

<TABLE>
<S>                                       <C>
 General Terms:

       Trade Date:                        August 11, 2003

       Warrants:                          American-style equity call warrants to be
                                          issued by the Company to JPMorgan, each
                                          giving the holder the right to purchase
                                          one Share at the Strike Price. For the
                                          purposes of Equity Definitions, each
                                          Warrant shall be deemed to be a Call
                                          Option.

       Buyer:                             JPMorgan

       Seller:                            Company

       Shares:                            The common stock of Company, par value
                                          USD 0.01 per Share (Exchange symbol
                                          "CDN")

       Number of Warrants:                22,357,646

       Warrant Entitlement:               One Share per Warrant

       Multiple Exercise:                 Applicable

       Minimum Number of Warrants:        1

       Maximum Number of Warrants:        22,357,646

       Strike Price:                      USD 23.08

       Premium:                           USD 46,095,000

       Premium Payment Date:              August 15, 2003

       Exchange:                          The New York Stock Exchange

       Related Exchange(s):               The principal exchange(s) for options
                                          contracts or futures contracts, if any,
                                          with respect to the Shares
Exercise and Valuation:

       Expiration Time:                   The Valuation Time

       Expiration Date:                   For any Daily Number of Warrants, each
                                          date specified as such in Annex A
                                          hereto. If there is a Market Disruption
                                          Event on any Expiration Date, then the
                                          Calculation Agent shall determine the
                                          Reference Price or
</TABLE>

                     A SUBSIDIARY OF J.P. MORGAN CHASE & CO.
             INCORPORATED WITH LIMITED LIABILITY AS A NEW YORK STATE
                           CHARTERED COMMERCIAL BANK.
      REGISTERED IN ENGLAND BRANCH NUMBER BR000746. AUTHORISED BY THE FSA.
          REGISTERED BRANCH ADDRESS 125 LONDON WALL, LONDON, EC2Y 5AJ.
                   HEAD OFFICE 270 PARK AVENUE, NEW YORK, USA.

                                       2
<PAGE>

<TABLE>
<S>                                       <C>
                                          Settlement Price for such Expiration Date,
                                          as the case may be, on the basis of
                                          its good faith estimate of the trading
                                          value for the relevant Shares.

       Automatic Exercise:                Applicable

Valuation applicable to each Warrant:

       Valuation Time:                    At the close of trading of the regular
                                          trading session on the Exchange

       Valuation Date:                    The Exercise Date

Settlement Terms applicable to the
Transaction:

Method of Settlement:                     Net Share Settlement; and means that,
                                          on each Settlement Date, Company shall
                                          deliver to JPMorgan, the Share Delivery
                                          Quantity of Shares for such Settlement
                                          Date to the account specified hereto free
                                          of payment through the Clearance
                                          System.

Share Delivery Quantity:                  For any Settlement Date, a number of
                                          Shares, as calculated by the Calculation
                                          Agent, equal to the Net Share Settlement
                                          Amount for such Settlement Date divided
                                          by the Settlement Price for such
                                          Settlement Date, plus cash in lieu of any
                                          fractional shares.

Net Share Settlement Amount:              For any Settlement Date, the Daily
                                          Number of Warrants specified in Annex
                                          A with respect to the Expiration Date
                                          corresponding to such Settlement Date
                                          multiplied by the Strike Price
                                          Differential for such Settlement Date.

Strike Price Differential:                (a) If the Settlement Price for any
                                          Expiration Date is greater than the Strike
                                          Price, an amount equal to the excess of
                                          such Settlement Price over the Strike
                                          Price; or

                                          (b) If such Settlement Price is less
                                          than or equal to the Strike Price, zero.

Settlement Price:                         For any Expiration Date, the closing
                                          price per Share on the Exchange at the
                                          Valuation Time on the Valuation Date.

Settlement Date:                          For any Expiration Date, the date defined
                                          as such in Section 6.2 of the Equity
                                          Definitions, subject to Section 8(r)(i) hereof.

Failure to Deliver:                       Applicable

Other Applicable Provisions:              The provisions of Sections 6.6, 6.7,
                                          6.8 and 6.10 of the Equity Definitions
                                          will be applicable, except that all
                                          references in such provisions to
                                          "Physically-Settled" shall be read as
                                          references to "Net Share Settled". "Net
</TABLE>

                     A SUBSIDIARY OF J.P. MORGAN CHASE & CO.
             INCORPORATED WITH LIMITED LIABILITY AS A NEW YORK STATE
                           CHARTERED COMMERCIAL BANK.
      REGISTERED IN ENGLAND BRANCH NUMBER BR000746. AUTHORISED BY THE FSA.
          REGISTERED BRANCH ADDRESS 125 LONDON WALL, LONDON, EC2Y 5AJ.
                   HEAD OFFICE 270 PARK AVENUE, NEW YORK, USA.

                                        3

<PAGE>

                                                  Share Settled" in relation to
                                                  any Warrant means that Net
                                                  Share Settlement is
                                                  applicable to that Warrant.
3. Additional Terms applicable to the
   Transaction:

   Adjustments applicable to the Warrants:

    Method of Adjustment:                         Calculation Agent Adjustment

 Extraordinary Events applicable to the
    Transaction:

       Consequence of Merger Events

       (a) Share-for-Share:                       Alternative Obligation;
                                                  provided that the Calculation
                                                  Agent will determine if the
                                                  Merger Event affects the
                                                  theoretical value of the
                                                  Transaction and if so JPMorgan
                                                  in its sole discretion may
                                                  elect to make adjustments to
                                                  the Strike Price and any other
                                                  term necessary to reflect the
                                                  characteristics (including
                                                  volatility, dividend practice
                                                  and policy and liquidity) of
                                                  the New Shares.
                                                  Notwithstanding the foregoing,
                                                  Cancellation and Payment shall
                                                  apply in the event the New
                                                  Shares are not publicly traded
                                                  on a United States national
                                                  securities exchange or quoted
                                                  on the Nasdaq National Market
                                                  System.

        (b) Share-for-Other:                      Cancellation and Payment

        (c) Share-for-Combined:                   Cancellation and Payment

        Nationalization or Insolvency:            Cancellation and Payment

Nationalization or Insolvency:                    Cancellation and Payment

Payments on Early Termination:          Second Method and Loss

4. Calculation Agent:                   JPMorgan, whose calculations and
                                        determinations shall be made in good
                                        faith and in a commercially reasonable
                                        manner, including with respect to
                                        calculations and determinations that are
                                        made in its sole discretion.

5. Account Details:

        (a)   Account for payments to Company:

              Cadence Design Systems, Inc.

              ----------------------------

              ----------------------------

              ----------------------------

              ----------------------------

              ----------------------------


                     A SUBSIDIARY OF J.P. MORGAN CHASE & CO.
             INCORPORATED WITH LIMITED LIABILITY AS A NEW YORK STATE
                           CHARTERED COMMERCIAL BANK.
      REGISTERED IN ENGLAND BRANCH NUMBER BR000746. AUTHORISED BY THE FSA.
          REGISTERED BRANCH ADDRESS 125 LONDON WALL, LONDON, EC2Y 5AJ.
                   HEAD OFFICE 270 PARK AVENUE, NEW YORK, USA.

                                        4

<PAGE>

                  Account for delivery of Shares to Counterparty:

                  Mellon Investor Services
                  235 Montgomery Street, 23rd Floor
                  San Francisco, CA 94104
                  Cadence Design Systems Book Memo Treasury Reserve Account
                  Comment: When you are ready to deliver shares contact
                  Cadence FIRST.

         (b)      Account for payments to JPMorgan:

                  JPMorgan Chase Bank, New York
                  _________________________________
                  _________________________________
                  _________________________________
                  _________________________________

                  Account for delivery of Shares from JPMorgan:

                  DTC 060

6. Offices:

The Office of Company for the Transaction is: Inapplicable, Company is not a
Multibranch Party.

The Office of JPMorgan for the Transaction is: New York

                  JPMorgan Chase Bank
                  London Branch
                  P.O. Box 161
                  60 Victoria Embankment
                  London EC4Y 0JP, England

7. Notices: For purposes of this Confirmation:

         (a)      Address for notices or communications to Company:

                  Cadence Design Systems, Inc.
                  Attention: Treasurer
                  Telephone No.: (408) 943-1234
                  Facsimile No.: (408) 943-0513

                  Address for notices or communications to JPMorgan:

                  JPMorgan Chase Bank
                  277 Park Avenue, 11th Floor
                  New York, NY 10172
                  Attention: Kevin J. Moran
                  EDG Corporate Marketing
                  Telephone No.: (212) 622-6707
                  Facsimile No.: (212) 622-8534

                     A SUBSIDIARY OF J.P. MORGAN CHASE & CO.
                INCORPORATED WITH LIMITED LIABILITY AS A NEW YORK
                        STATE CHARTERED COMMERCIAL BANK.
      REGISTERED IN ENGLAND BRANCH NUMBER BR000746. AUTHORISED BY THE FSA.
  REGISTERED BRANCH ADDRESS 125 LONDON WALL, LONDON, EC2Y 5AJ. HEAD OFFICE 270
                           PARK AVENUE, NEW YORK, USA.

                                        5
<PAGE>

8. Other Provisions:

         (a)      No Reliance, etc. Each party represents that (i) it is
                  entering into the Transaction evidenced hereby as principal
                  (and not as agent or in any other capacity); (ii) neither the
                  other party nor any of its agents are acting as a fiduciary
                  for it; (iii) it is not relying upon any representations
                  except those expressly set forth in the Agreement or this
                  Confirmation; (iv) it has not relied on the other party for
                  any legal, regulatory, tax, business, investment, financial,
                  and accounting advice, and it has made its own investment,
                  hedging, and trading decisions based upon its own judgment and
                  upon any view expressed by the other party or any of its
                  agents; and (v) it is entering into this Transaction with a
                  full understanding of the terms, conditions and risks thereof
                  and it is capable of and willing to assume those risks.

         (b)      Share De-listing Event. If at any time during the period from
                  and including the Trade Date, to and including the final
                  Valuation Date, the Shares cease to be listed on the Exchange
                  for any reason (other than a Merger Event) and are not
                  immediately re-listed as of the date of such de-listing on The
                  New York Stock Exchange, The American Stock Exchange or the
                  Nasdaq National Market System (or their respective successors)
                  (the "SUCCESSOR EXCHANGE"), then Cancellation and Payment
                  shall apply, and the date of the de-listing shall be deemed
                  the date of termination for purposes of calculating any
                  payment due from one party to the other in connection with the
                  cancellation of this Transaction. If the Shares are
                  immediately re-listed on a Successor Exchange upon their
                  de-listing from the Exchange, this Transaction shall continue
                  in full force and effect, provided that the Successor Exchange
                  shall be deemed to be the Exchange for all purposes hereunder.
                  In addition, the Calculation Agent shall make any adjustments
                  it deems necessary to the terms of the Transaction in
                  accordance with Calculation Agent Adjustment method as defined
                  under Section 9.1(c) of the Equity Definitions.

         (c)      Repurchase Notices. Company shall, on any day on which Company
                  effects any repurchase of Shares, promptly give JPMorgan a
                  written notice of such repurchase (a "REPURCHASE NOTICE") if
                  following such repurchase, the Warrants Equity Percentage as
                  determined on such day is (i) greater than 5% and (ii) greater
                  by 0.5% than the Warrants Equity Percentage included in the
                  immediately preceding Repurchase Notice (or, in the case of
                  the first such Repurchase Notice, greater than the Warrants
                  Equity Percentage as of the date hereof). The "WARRANTS EQUITY
                  PERCENTAGE" as of any day is the fraction (A) the numerator of
                  which is the product of the Number of Warrants and the Warrant
                  Entitlement and (B) the denominator of which is the number of
                  Shares outstanding on such day. Company agrees to indemnify
                  and hold harmless JPMorgan and its affiliates and their
                  respective officers, directors, employees, affiliates,
                  advisors, agents and controlling persons (each, an
                  "INDEMNIFIED PERSON") from and against any and all losses
                  (including losses relating to JPMorgan's hedging activities as
                  a consequence of becoming, or of the risk of becoming, a
                  Section 16 "insider", including without limitation, any
                  forbearance from hedging activities or cessation of hedging
                  activities and any losses in connection therewith with respect
                  to this Transaction), claims, damages, judgments, liabilities
                  and expenses (including reasonable attorney's fees), joint or
                  several, to which an Indemnified Person actually incurs as a
                  result of Company's failure to provide JPMorgan with a
                  Repurchase Notice on the day and in the manner specified in
                  this Section 8(c), and to reimburse, within 30 days, upon
                  written request, each of such Indemnified Persons for any
                  reasonable legal or other expenses incurred in connection with
                  investigating, preparing for, providing testimony or other
                  evidence in connection with or defending any of the foregoing.
                  If any suit, action, proceeding (including any governmental or
                  regulatory investigation), claim or demand shall be brought or
                  asserted against the Indemnified Person, such Indemnified
                  Person shall promptly notify the Company in writing, and the
                  Company, upon request of the Indemnified Person, shall

                    A SUBSIDIARY OF J.P. MORGAN CHASE & CO.
       INCORPORATED WITH LIMITED LIABILITY AS A NEW YORK STATE CHARTERED
                                COMMERCIAL BANK.
      REGISTERED IN ENGLAND BRANCH NUMBER BR000746. AUTHORISED BY THE FSA.
  REGISTERED BRANCH ADDRESS 125 LONDON WALL, LONDON, EC2Y 5AJ. HEAD OFFICE 270
                           PARK AVENUE, NEW YORK, USA.

                                        6
<PAGE>

                  retain counsel reasonably satisfactory to the Indemnified
                  Person to represent the Indemnified Person and any others the
                  Company may designate in such proceeding and shall pay the
                  fees and expenses of such counsel related to such proceeding.
                  Company shall not be liable for any settlement of any
                  proceeding effected without its written consent, but if
                  settled with such consent or if there be a final judgment for
                  the plaintiff, Company agrees to indemnify any Indemnified
                  Person from and against any loss or liability by reason of
                  such settlement or judgment. Company shall not, without the
                  prior written consent of the Indemnified Person, effect any
                  settlement of any pending or threatened proceeding in respect
                  of which any Indemnified Person is or could have been a party
                  and indemnity could have been sought hereunder by such
                  Indemnified Person, unless such settlement includes an
                  unconditional release of such Indemnified Person from all
                  liability on claims that are the subject matter of such
                  proceeding on terms reasonably satisfactory to such
                  Indemnified Person. If the indemnification provided for in
                  this paragraph (c) is unavailable to an Indemnified Person or
                  insufficient in respect of any losses, claims, damages or
                  liabilities referred to therein, then Company under such
                  paragraph, in lieu of indemnifying such Indemnified Person
                  thereunder, shall contribute to the amount paid or payable by
                  such Indemnified Person as a result of such losses, claims,
                  damages or liabilities. The remedies provided for in this
                  paragraph (c) are not exclusive and shall not limit any rights
                  or remedies which may otherwise be available to any
                  Indemnified Party at law or in equity. The indemnity and
                  contribution agreements contained in this paragraph (c) shall
                  remain operative and in full force and effect regardless of
                  the termination of this Transaction.

         (d)      Material Non-Public Information. Company represents and
                  warrants that each of it and its Affiliates is not, on the
                  date hereof, in possession of any material non-public
                  information with respect to Company.

         (e)      Eligible Contract Participant. Company represents and warrants
                  that it is an "eligible contract participant" (as such term is
                  defined in Section 1(a)(12) of the Commodity Exchange Act, as
                  amended (the "CEA") because one or more of the following is
                  true:

                  Company is a corporation, partnership, proprietorship,
                  organization, trust or other entity and:

                           (A)      Company has total assets in excess of USD
                                    10,000,000;

                           (B)      the obligations of Company hereunder are
                                    guaranteed, or otherwise supported by a
                                    letter of credit or keepwell, support or
                                    other agreement, by an entity of the type
                                    described in Section 1a(12)(A)(i) through
                                    (iv), 1a(12)(A)(v)(I), 1a(12)(A)(vii) or
                                    1a(12) of the CEA; or

                           (C)      Company has a net worth in excess of USD
                                    1,000,000 and has entered into this
                                    Agreement in connection with the conduct of
                                    Company's business or to manage the risk
                                    associated with an asset or liability owned
                                    or incurred or reasonably likely to be owned
                                    or incurred by Company in the conduct of
                                    Company's business.

         (f)      Regulation M. The Company was not on the Trade Date and is not
                  on the date hereof engaged in a distribution, as such term is
                  used in Regulation M under the Securities Exchange Act of
                  1934, as amended ("EXCHANGE ACT"), of any securities of
                  Company, other than a distribution meeting the requirements of
                  the exception set forth in sections 101(b)(10) and 102(b)(7)
                  of Regulation M. The Company shall not, until the fifth
                  Exchange Business Day immediately following the Trade Date,
                  engage in any such distribution.

                     A SUBSIDIARY OF J.P. MORGAN CHASE & CO.
  INCORPORATED WITH LIMITED LIABILITY AS A NEW YORK STATE CHARTERED COMMERCIAL
                                      BANK.
      REGISTERED IN ENGLAND BRANCH NUMBER BR000746. AUTHORISED BY THE FSA.
  REGISTERED BRANCH ADDRESS 125 LONDON WALL, LONDON, EC2Y 5AJ. HEAD OFFICE 270
                           PARK AVENUE, NEW YORK, USA.

                                       7

<PAGE>

         (g)      No Manipulation. The Company is not entering into this
                  Transaction to create actual or apparent trading activity in
                  the Shares (or any security convertible into or exchangeable
                  for the Shares) or to raise or depress or otherwise manipulate
                  the price of the Shares (or any security convertible into or
                  exchangeable for the Shares).

         (h)      Board Authorization. Company represents that it is entering
                  into the Transaction, solely for the purposes stated in the
                  board resolution authorizing this Transaction and in its
                  public disclosure. Company further represents that there is no
                  internal policy, whether written or oral, of Company that
                  would prohibit Company from entering into any aspect of this
                  Transaction, including, but not limited to, the purchases of
                  Shares to be made pursuant hereto.

         (i)      Transfer or Assignment. Company may not transfer any of its
                  rights or obligations under this Transaction without the prior
                  written consent of JPMorgan. JPMorgan may transfer or assign
                  all or any portion of its rights or obligations under this
                  Transaction without consent of the Company. If JPMorgan, in
                  its sole discretion, determines that its "beneficial
                  ownership" (within the meaning of Section 16 of the Exchange
                  Act and rules promulgated thereunder) exceeds 8% or more of
                  the Company's outstanding Shares and, in its sole discretion,
                  JPMorgan is unable after its commercially reasonable efforts
                  to effect a transfer or assignment on pricing terms and in a
                  time period reasonably acceptable to JPMorgan that would
                  reduce its "beneficial ownership" to 7.5%, JPMorgan may
                  designate any Exchange Business Day as an Early Termination
                  Date with respect to a portion (the "TERMINATED PORTION") of
                  this Transaction, such that the its "beneficial ownership"
                  following such partial termination will be equal to or less
                  than 8%. In the event that JPMorgan so designates an Early
                  Termination Date with respect to a portion of this
                  Transaction, a payment shall be made pursuant to Section 6 of
                  the Agreement as if (i) an Early Termination Date had been
                  designated in respect of a Transaction having terms identical
                  to this Transaction and a Number of Warrants equal to the
                  Terminated Portion, (ii) the Company and JPMorgan shall both
                  be Affected Parties with respect to such partial termination
                  and (iii) such Transaction shall be the only Terminated
                  Transaction. For the avoidance of doubt, if JPMorgan assigns
                  or terminates any Warrants hereunder, each Daily Number of
                  Warrants not previously settled as set forth in Annex A hereto
                  shall be reduced proportionally, as calculated by the
                  Calculation Agent. Notwithstanding any other provision in this
                  Confirmation to the contrary requiring or allowing JPMorgan to
                  purchase, sell, receive or deliver any shares or other
                  securities to or from Company, JPMorgan may designate any of
                  its affiliates to purchase, sell, receive or deliver such
                  shares or other securities and otherwise to perform JPMorgan's
                  obligations in respect of this Transaction and any such
                  designee may assume such obligations. JPMorgan shall be
                  discharged of its obligations to Company to the extent of any
                  such performance.

         (j)      Amendment. Paragraph (i) of Section 9.7(b) of the Equity
                  Definitions is hereby amended for purposes of this Transaction
                  by replacing "two-year" with "90 calendar day".

         (k)      Damages. Neither party shall be liable under Section 6.10 of
                  the Equity Definitions for special, indirect or consequential
                  damages, even if informed of the possibility thereof.

         (l)      Early Unwind. If, on or prior to August 15, 2003 (the "EARLY
                  UNWIND DATE"), JPMorgan, in its sole discretion, seeks to
                  effect short sales of Shares or enter into equivalent
                  derivatives transactions in respect to of this Transaction and
                  such short sales or equivalent derivatives transactions, in
                  the sole opinion of JPMorgan, would require registration under
                  the Securities Act or be subject to any other restrictions
                  under the Securities Act then this Transaction shall be
                  automatically terminated, as if the Early Unwind Date were an
                  Early Termination Date and Counterparty were the sole Affected
                  Party and this Transaction were the sole Affected Transaction.

                     A SUBSIDIARY OF J.P. MORGAN CHASE & CO.
  INCORPORATED WITH LIMITED LIABILITY AS A NEW YORK STATE CHARTERED COMMERCIAL
                                      BANK.
      REGISTERED IN ENGLAND BRANCH NUMBER BR000746. AUTHORISED BY THE FSA.
  REGISTERED BRANCH ADDRESS 125 LONDON WALL, LONDON, EC2Y 5AJ. HEAD OFFICE 270
                           PARK AVENUE, NEW YORK, USA.

                                       8

<PAGE>

         (m)      Dividends. If at any time during the period from and including
                  the Trade Date, but excluding the Expiration Date, an
                  ex-dividend date for a cash dividend occurs with respect to
                  the Shares (an "EX-DIVIDEND DATE"), and that dividend is
                  greater than the Regular Dividend on a per share basis then
                  the forward value of the difference between the Regular
                  Dividend and the per share cash dividend corresponding to that
                  Ex-Dividend Date shall be subtracted from the Strike Price.
                  "REGULAR DIVIDEND" shall mean USD 0.00 per Share per quarter.
                  The forward value of any such amount shall be calculated from
                  the Ex-Dividend Date through and including the Settlement
                  Date. The interest rate used for the calculation of such
                  forward values shall be the mid-market interpolated Eurodollar
                  zero coupon swap rate with a maturity corresponding to the
                  Settlement Date, as determined by JPMorgan.

         (n)      Netting and Setoff. Notwithstanding Section 2(c) of the
                  Agreement, Company waives its rights to net and offset against
                  its obligations hereunder any rights Company might have
                  against JPMorgan under any other transactions.

         (o)      Role of Agent. Each party agrees and acknowledges that (i)
                  J.P. Morgan Securities Inc., an affiliate of JPMorgan
                  ("JPMSI"), has acted solely as agent and not as principal with
                  respect to this Transaction and (ii) JPMSI has no obligation
                  or liability, by way of guaranty, endorsement or otherwise, in
                  any manner in respect of this Transaction (including, if
                  applicable, in respect of the settlement thereof). Each party
                  agrees it will look solely to the other party (or any
                  guarantor in respect thereof) for performance of such other
                  party's obligations under this Transaction.

         (p)      Additional Provisions.

                  (i) The first paragraph of Section 9.1(c) of the Equity
                  Definitions is hereby amended to read as follows: (c) 'If
                  "Calculation Agent Adjustment" is specified as the method of
                  adjustment in the Confirmation of a Share Option Transaction,
                  then following the declaration by the Issuer of the terms of
                  any Potential Adjustment Event, the Calculation Agent will
                  determine whether such Potential Adjustment Event has a
                  material effect on the theoretical value of the relevant
                  Shares or Warrants and, if so, will (i) make appropriate
                  adjustments), if any, to any one or more of:' and, the
                  sentence immediately preceding Section 9.1(c)(ii) is hereby
                  amended by deleting the words "diluting or concentrative".

                  (ii) Section 9.1(e)(vi) of the Equity Definitions is hereby
                  amended by deleting the words "other similar" between "any"
                  and "event"; deleting the words "diluting or concentrative"
                  and replacing them with "material"; and adding the following
                  words at the end of the sentence "or Warrants".

                  (iii) Section 9.6(a)(ii) of the Equity Definitions is hereby
                  amended by (1) deleting from the third line thereof the word
                  "or" after the word "official" and inserting a comma therefor,
                  and (2) deleting the period at the end of subsection (ii)
                  thereof and inserting the following words therefor " or (C) at
                  JPMorgan's option, the occurrence of any of the events
                  specified in Section 5(a)(vii) (1) through (9) of the ISDA
                  Master Agreement with respect to that Issuer."

                  (iv) Notwithstanding Section 9.7 of the Equity Definitions,
                  everything in the first paragraph of Section 9.7(b) of the
                  Equity Definitions after the words "Calculation Agent" in the
                  third line through the remainder of such Section 9.7 shall be
                  deleted and replaced with the following:

                  "based on an amount representing the Calculation Agent's
                  determination of the fair value to Buyer of an option with
                  terms that would preserve for Buyer the economic equivalent

                     A SUBSIDIARY OF J.P. MORGAN CHASE & CO.
  INCORPORATED WITH LIMITED LIABILITY AS A NEW YORK STATE CHARTERED COMMERCIAL
                                      BANK.
      REGISTERED IN ENGLAND BRANCH NUMBER BR000746. AUTHORISED BY THE FSA.
  REGISTERED BRANCH ADDRESS 125 LONDON WALL, LONDON, EC2Y 5AJ. HEAD OFFICE 270
                           PARK AVENUE, NEW YORK, USA.

                                       9

<PAGE>

                  of any payment or delivery (assuming satisfaction of each
                  applicable condition precedent) by the parties in respect of
                  the relevant Transaction that would have been required after
                  that date but for the occurrence of the Merger Event,
                  Nationalization, Insolvency or De-Listing Event, as the case
                  may be."

         (q)      Alternative Calculations and Payment on Early Termination and
                  on Certain Extraordinary Events. If Company shall owe JPMorgan
                  any amount pursuant to Sections 9.3, 9.6 or 9.7 of the Equity
                  Definitions (except in the event of a Nationalization or a
                  Merger Event in which the merger consideration to be paid to
                  holders of Shares consists solely of cash) or pursuant to
                  Section 6(d)(ii) of the Agreement (except in the event of an
                  Event of Default in which Company is the Defaulting Party or a
                  Termination Event in which Company is the Affected Party,
                  other than an Event of Default of the type described in
                  Section 5(a)(iii), (v), (vi) or (vii) of the Agreement or a
                  Termination Event of the type described in Section 5(b)(i),
                  (ii), (iii), (iv), or (v) of the Agreement that resulted from
                  an event or events outside Company's control) (a "PAYMENT
                  OBLIGATION"), Company may, in its sole discretion, satisfy any
                  such Payment Obligation by the Share Termination Alternative
                  (as defined below) and shall give irrevocable telephonic
                  notice to JPMorgan, confirmed in writing within one Currency
                  Business Day, between the hours of 9:00 a.m. and 4:00 p.m. New
                  York local time on the Announcement Date or Early Termination
                  Date, as applicable ("NOTICE OF SHARE TERMINATION"). Upon
                  Notice of Share Termination no later than 8:00 a.m. on the
                  Exchange Business Day immediately following the Merger Date,
                  Announcement Date or Early Termination Date, as applicable,
                  the following provisions shall apply:


Share Termination Alternative:        Applicable and means that Company shall
                                      deliver to JPMorgan the Share
                                      Termination Delivery Property on the
                                      date (the "SHARE TERMINATION PAYMENT
                                      DATE") when the Payment Obligation would
                                      otherwise be due, subject to paragraph
                                      (r)(i) below, in satisfaction, subject
                                      to paragraph (r)(ii) below, of the
                                      Payment Obligation in the manner
                                      reasonably requested by JPMorgan free of
                                      payment.

Share Termination Delivery Property:  A number of Share Termination Delivery
                                      Units, as calculated by the Calculation
                                      Agent, equal to the Payment Obligation
                                      divided by the Share Termination Unit
                                      Price. The Calculation Agent shall
                                      adjust the Share Termination Delivery
                                      Property by replacing any fractional
                                      portion of a security therein with an
                                      amount of cash equal to the value of
                                      such fractional security based on the
                                      values used to calculate the Share
                                      Termination Unit Price.



Share Termination Unit Price:         The value to JPMorgan of property
                                      contained in one Share Termination
                                      Delivery Unit on the date such Share
                                      Termination Delivery Units are to be
                                      delivered as Share Termination Delivery
                                      Property, as determined by the
                                      Calculation Agent in its discretion by
                                      commercially

                     A SUBSIDIARY OF J.P. MORGAN CHASE & CO.
  INCORPORATED WITH LIMITED LIABILITY AS A NEW YORK STATE CHARTERED COMMERCIAL
                                      BANK.
      REGISTERED IN ENGLAND BRANCH NUMBER BR000746. AUTHORISED BY THE FSA.
  REGISTERED BRANCH ADDRESS 125 LONDON WALL, LONDON, EC2Y 5AJ. HEAD OFFICE 270
                           PARK AVENUE, NEW YORK, USA.

                                       10

<PAGE>

                                      reasonable means and notified by the
                                      Calculation Agent to Company at the time
                                      of notification of the Payment Obligation.
                                      In the case of a Private Placement of
                                      Share Termination Delivery Units that are
                                      Restricted Shares (as defined below) as
                                      set for in paragraph (r)(i) below, the
                                      Share Termination Unit Price shall be
                                      determined by the discounted price
                                      applicable to such Share Termination
                                      Delivery Units. In the case of a
                                      Registered Settlement of Share Termination
                                      Delivery Units that are Restricted Shares
                                      (as defined below) as set forth in
                                      paragraph (r)(ii) below, the Share
                                      Termination Unit Price shall be the
                                      Settlement Price.

Share Termination Delivery Unit:      In the case of a Termination Event or
                                      Event of Default, one Share or, in the
                                      case of a Merger Event, a unit consisting
                                      of the number or amount of each type of
                                      property received by a holder of one Share
                                      (without consideration of any requirement
                                      to pay cash or other consideration in lieu
                                      of fractional amounts of any securities)
                                      in such Merger Event. If a Share
                                      Termination Delivery Unit consists of
                                      property other than cash or New Shares,
                                      the Calculation Agent will replace such
                                      property with cash, New Shares or a
                                      combination thereof as components of a
                                      Share Termination Delivery Unit in such
                                      amounts, as determined by the Calculation
                                      Agent in its discretion by commercially
                                      reasonable means, as shall have a value
                                      equal to the value of the property so
                                      replaced. If such Merger Event involves a
                                      choice of consideration to be received by
                                      holders, such holder shall be deemed to
                                      have elected to receive the maximum
                                      possible amount of cash.

Failure to Deliver:                   Applicable

Other applicable provisions:          If this Transaction is to be Share
                                      Termination Settled, the provisions of
                                      Sections 6.6, 6.7, 6.8 and 6.10 (as
                                      modified above) of the Equity Definitions
                                      will be applicable, except that all
                                      references in such provisions to
                                      "Physically-Settled" shall be read as
                                      references to "Share Termination Settled"
                                      and all references to "Shares" shall be
                                      read as references to "Share Termination
                                      Delivery Units". "Share Termination
                                      Settled" in relation to this Transaction

                     A SUBSIDIARY OF J.P. MORGAN CHASE & CO.
  INCORPORATED WITH LIMITED LIABILITY AS A NEW YORK STATE CHARTERED COMMERCIAL
                                      BANK.
      REGISTERED IN ENGLAND BRANCH NUMBER BR000746. AUTHORISED BY THE FSA.
  REGISTERED BRANCH ADDRESS 125 LONDON WALL, LONDON, EC2Y 5AJ. HEAD OFFICE 270
                           PARK AVENUE, NEW YORK, USA.

                                       11
<PAGE>

                                      means that Share Termination Settlement is
                                      applicable to this Transaction.

         (r)      Registration/Private Placement Procedures. If, in the
                  reasonable opinion of JPMorgan, following any delivery of
                  Shares or Share Termination Delivery Property to JPMorgan
                  hereunder, such Shares or Share Termination Delivery Property
                  would be in the hands of JPMorgan subject to any applicable
                  restrictions with respect to any registration or qualification
                  requirement or prospectus delivery requirement for such Shares
                  or Share Termination Delivery Property pursuant to any
                  applicable federal or state securities law (including, without
                  limitation, any such requirement arising under Section 5 of
                  the Securities Act as a result of such Shares or Share
                  Termination Delivery Property being a "restricted securities",
                  as such term is defined in Rule 144 under the Securities Act,
                  or as a result of the sale of such Shares or Share Termination
                  Delivery Property being subject to paragraph (c) of Rule 145
                  under the Securities Act) (such Shares or Share Termination
                  Delivery Property, "RESTRICTED SHARES"), then delivery of such
                  Restricted Shares shall be effected pursuant to either clause
                  (i) or (ii) below at the election of Company, unless waived by
                  JPMorgan. Notwithstanding the foregoing, the Company shall
                  elect, prior to the first Settlement Date under Section 2
                  above, a Private Placement Settlement or Registered Settlement
                  for all deliveries of Restricted Shares pursuant to Section 2
                  above which election shall be applicable to all Settlement
                  Dates and the procedures in clause (i) or clause (ii) below
                  shall apply for all such delivered Restricted Shares on
                  aggregate basis commencing after the first Settlement Date.
                  The Calculation Agent shall make reasonable adjustments to
                  settlement terms and provisions under this Confirmation to
                  reflect a single Private Placement or Registered Settlement
                  for such aggregate Restricted Shares delivered hereunder.

                  (i)      If the Company elects to settle the Transaction
                           pursuant to this clause (i) (a "PRIVATE PLACEMENT
                           SETTLEMENT"), then deliveries of Restricted Shares by
                           the Company shall be effected in customary private
                           placement procedures with respect to such Restricted
                           Shares reasonably acceptable to JPMorgan; provided
                           that the Company may not elect a Private Placement
                           Settlement if, on the date of its election, it has
                           taken, or caused to be taken, any action that would
                           make unavailable either the exemption pursuant to
                           Section 4'(2) of the Securities Act for the sale by
                           the Company to JPMorgan (or any affiliate designated
                           by JPMorgan) of the Restricted Shares or the
                           exemption pursuant to Section 4(1) or Section 4(3) of
                           the Securities Act for resales of the Restricted
                           Shares by JPMorgan (or any such affiliate of
                           JPMorgan). The Private Placement Settlement of such
                           Registered Shares shall include customary
                           representations, covenants, blue sky and other
                           governmental filings and/or registrations,
                           indemnities to JPMorgan, due diligence rights (for
                           JPMorgan or any designated buyer of the Restricted
                           Shares by JPMorgan), opinions and certificates, and
                           such other documentation as is customary for private
                           placement agreements, all reasonably acceptable to
                           JPMorgan. In the case of a Private Placement
                           Settlement, JPMorgan shall determine the appropriate
                           discount to the Share Termination Unit Price (in the
                           case of settlement of Share Termination Delivery
                           Units pursuant to paragraph (q) above) or any
                           Settlement Price (in the case of settlement of Shares
                           pursuant to Section 2 above) applicable to such
                           Restricted Shares in a commercially reasonable manner
                           and appropriately adjust the amount of such
                           Restricted Shares to be delivered to JPMorgan
                           hereunder; provided that in no event such number
                           shall be greater than 328,513,388 (the "MAXIMUM
                           AMOUNT"). Notwithstanding the Agreement or this
                           Confirmation, the date of delivery of such Restricted
                           Shares shall be the Exchange Business Day following
                           notice by JPMorgan to the Company, of such applicable
                           discount and the number of Restricted Shares to be
                           delivered pursuant to this clause (i).

                     A SUBSIDIARY OF J.P. MORGAN CHASE & CO.
  INCORPORATED WITH LIMITED LIABILITY AS A NEW YORK STATE CHARTERED COMMERCIAL
                                      BANK.
      REGISTERED IN ENGLAND BRANCH NUMBER BR000746. AUTHORISED BY THE FSA.
  REGISTERED BRANCH ADDRESS 125 LONDON WALL, LONDON, EC2Y 5AJ. HEAD OFFICE 270
                           PARK AVENUE, NEW YORK, USA.

                                       12

<PAGE>

                           For the avoidance of doubt, delivery of Restricted
                           Shares shall be due as set forth in the previous
                           sentence and not be due on the Share Termination
                           Payment Date (in the case of settlement of Share
                           Termination Delivery Units pursuant to paragraph (q)
                           above) or on the Settlement Date for such Restricted
                           Shares (in the case of settlement of Shares pursuant
                           to Section 2 above).

                  (ii)     If the Company elects to settle the Transaction
                           pursuant to this clause (ii) (a "REGISTRATION
                           SETTLEMENT"), then the Company shall file and use its
                           reasonable best efforts to make effective under the
                           Securities Act a registration statement or supplement
                           or amend an outstanding registration statement in
                           form and substance reasonably satisfactory to
                           JPMorgan, to cover the resale of such Restricted
                           Shares in accordance with customary resale
                           registration procedures, including covenants,
                           conditions, representations, underwriting discounts
                           (if applicable), commissions (if applicable),
                           indemnities due diligence rights, opinions and
                           certificates, and such other documentation as is
                           customary for equity resale underwriting agreements,
                           all reasonably acceptable to JPMorgan. If JPMorgan is
                           satisfied with such procedures and documentation, it
                           shall sell the Restricted Shares pursuant to such
                           registration statement during a period (the "RESALE
                           PERIOD") commencing on the Exchange Business Day
                           following delivery of such Restricted Shares (which,
                           for the avoidance of doubt, shall be any Settlement
                           Date in the case of settlement of Shares pursuant to
                           Section 2 above or the Share Termination Payment Date
                           in case of settlement of Share Termination Delivery
                           Units pursuant to paragraph (q) above) and ending on
                           the earliest of (i) the Exchange Business Day on
                           which JPMorgan completes the sale of all Restricted
                           Shares or, in the case of settlement of Share
                           Termination Delivery Units, a sufficient number of
                           Restricted Shares so that the realized net proceeds
                           of such sales exceed the Payment Obligation (as
                           defined above), (ii) the date upon which all
                           Restricted Shares have been sold or transferred
                           pursuant to Rule 144 (or similar provisions then in
                           force) or Rule 145(d)(l) or (2) (or any similar
                           provision then in force) under the Securities Act and
                           (iii) the date upon which all Restricted Shares may
                           be sold or transferred by a non-affiliate pursuant to
                           Rule 144(k) (or any similar provision then in force)
                           or Rule 145(d)(3) (or any similar provision then in
                           force under the Securities Act. If the Payment
                           Obligation exceeds the realized net proceeds from
                           such resale, Company shall transfer to JPMorgan by
                           the open of the regular trading session on the
                           Exchange on the Exchange Trading Day immediately
                           following the last day of the Resale Period the
                           amount of such excess (the "ADDITIONAL AMOUNT") in
                           cash or in a number of Shares ("MAKE-WHOLE SHARES")
                           in an amount that, based on the Settlement Price on
                           the last day of the Resale Period (as if such day was
                           the "Valuation Date" for purposes of computing such
                           Settlement Price), has a dollar value equal to the
                           Additional Amount. The Resale Period shall continue
                           to enable the sale of the Make-whole Shares. If
                           Company elects to pay the Additional Amount in
                           Shares, the requirements and provisions for
                           Registration Settlement shall apply. This provision
                           shall be applied successively until the Additional
                           Amount is equal to zero. In no even shall the Company
                           deliver a number of Restricted Shares greater than
                           the Maximum Amount.

                  (iii)    Without limiting the generality of the foregoing,
                           Company agrees that any Restricted Shares delivered
                           to JPMorgan, as purchaser of such Restricted Shares,
                           (i) may be transferred by and among JPMorgan Chase
                           Bank and its affiliates and Company shall effect such
                           transfer without any further action by JPMorgan and
                           (ii) after the minimum "holding period" within the
                           meaning of Rule 144(d) under the Securities Act has
                           elapsed after any Settlement Date for

                     A SUBSIDIARY OF J.P. MORGAN CHASE & CO.
  INCORPORATED WITH LIMITED LIABILITY AS A NEW YORK STATE CHARTERED COMMERCIAL
                                      BANK.
      REGISTERED IN ENGLAND BRANCH NUMBER BR000746. AUTHORISED BY THE FSA.
  REGISTERED BRANCH ADDRESS 125 LONDON WALL, LONDON, EC2Y 5AJ. HEAD OFFICE 270
                           PARK AVENUE, NEW YORK, USA.

                                       13

<PAGE>

                           such Restricted Shares, Company shall promptly
                           remove, or cause the transfer agent for such
                           Restricted Shares to remove, any legends referring to
                           any such restrictions or requirements from such
                           Restricted Shares upon delivery by JPMorgan (or such
                           affiliate of JPMorgan) to Company or such transfer
                           agent of seller's and broker's representation letters
                           and an opinion of counsel customarily delivered by
                           JPMorgan in connection with resales of restricted
                           securities pursuant to Rule 144 under the Securities
                           Act, without any further requirement for the delivery
                           of any certificate, consent, agreement, opinion of
                           counsel, notice or any other document, any transfer
                           tax stamps or payment of any other amount or any
                           other action by JPMorgan (or such affiliate of
                           JPMorgan).

                  If the Private Placement Settlement or the Registration
                  Settlement shall not be effected as set forth in clauses (i)
                  or (ii), as applicable, then failure to effect such Private
                  Placement Settlement or such Registration Settlement shall
                  constitute an Event of Default with respect to which Company
                  shall be the Defaulting Party.

         (s)      DTC-Eligible Deliveries. Notwithstanding anything to the
                  contrary herein, the Company agrees that any delivery of
                  Shares or Share Termination Delivery Property shall be
                  effected by book-entry transfer through the facilities of DTC,
                  or any successor depositary, if at the time of delivery, such
                  class of Shares or class of Share Termination Delivery
                  Property is eligible to be in book-entry form at DTC or such
                  successor depositary.

         (t)      Governing Law. New York law (without reference to choice of
                  law doctrine).

                     A SUBSIDIARY OF J.P. MORGAN CHASE & CO.
  INCORPORATED WITH LIMITED LIABILITY AS A NEW YORK STATE CHARTERED COMMERCIAL
                                      BANK.
      REGISTERED IN ENGLAND BRANCH NUMBER BR000746. AUTHORISED BY THE FSA.
  REGISTERED BRANCH ADDRESS 125 LONDON WALL, LONDON, EC2Y 5AJ. HEAD OFFICE 270
                           PARK AVENUE, NEW YORK, USA.

                                       14

<PAGE>

         Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing this Confirmation and returning it to EDG Confirmation
Group, J.P. Morgan Securities Inc., 277 Park Avenue, 11th Floor, New York, NY
10172-3401, or by fax on 212 622 8519 (PLEASE NOTE THIS NEW FAX NUMBER).

                                 Very truly yours,

                                      J.P. MORGAN SECURITIES INC., AS AGENT( FOR
                                      JPMORGAN CHASE BANK

                                      By: /s/ Nicola Mudge
                                          --------------------------------------
                                      Authorized Signatory
                                      Name: Nicola Mudge

Accepted and confirmed
as of the Trade Date:

CADENCE DESIGN SYSTEMS, INC.

By:
   -----------------------------------
Authorized Signatory
Name:

                     A SUBSIDIARY OF J.P. MORGAN CHASE & CO.
  INCORPORATED WITH LIMITED LIABILITY AS A NEW YORK STATE CHARTERED COMMERCIAL
                                      BANK.
      REGISTERED IN ENGLAND BRANCH NUMBER BR000746. AUTHORISED BY THE FSA.
  REGISTERED BRANCH ADDRESS 125 LONDON WALL, LONDON, EC2Y 5AJ. HEAD OFFICE 270
                           PARK AVENUE, NEW YORK, USA.

<PAGE>

         Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing this Confirmation and returning it to EDG Confirmation
Group. J.P. Morgan Securities Inc., 277 Park Avenue. 11th Floor, New York, NY
10172-3401, or by fax on 212 622 8519(PLEASE NOTE THIS NEW FAX NUMBER).

                                 Very truly yours,

                                      J.P. MORGAN SECURITIES INC., AS AGENT FOR
                                      JPMORGAN CHASE BANK

                                      By.
                                         ---------------------------------------
                                      Authorized Signatory
                                      Name:

         Accepted and confirmed
         as of the Trade Date:

         CADENCE DESIGN SYSTEMS, INC.

         By: /s/ WILLIAM PORTER
             ---------------------------------------
         Authorized Signatory
         Name: WILLIAM PORTER
               SR. VP & CFO

                     A SUBSIDIARY OF J.P. MORGAN CHASE & CO.
  INCORPORATED WITH LIMITED LIABILITY AS A NEW YORK STATE CHARTERED COMMERCIAL
                                      BANK.
      REGISTERED IN ENGLAND BRANCH NUMBER BR000746. AUTHORISED BY THE FSA.
  REGISTERED BRANCH ADDRESS 125 LONDON WALL, LONDON, EC2Y 5AJ. HEAD OFFICE 270
                           PARK AVENUE, NEW YORK, USA.

<PAGE>

                                     Annex A


<TABLE>
<CAPTION>
NUMBER                           EXPIRATION DATE               DAILY NUMBER OF WARRANTS
------                          -----------------              ------------------------
<S>                             <C>                            <C>
  1.                            February 21, 2008                       372,627
  2.                            February 22, 2008                       372,627
  3.                            February 25, 2008                       372,627
  4.                            February 26, 2008                       372,627
  5.                            February 27, 2008                       372,627
  6.                            February 28, 2008                       372,627
  7.                            February 29, 2008                       372,627
  8.                            March 3, 2008                           372,627
  9.                            March 4, 2008                           372,627
  10.                           March 5, 2008                           372,627
  11.                           March 6, 2008                           372,627
  12.                           March 7, 2008                           372,627
  13.                           March 10, 2008                          372,627
  14.                           March 11, 2008                          372,627
  15.                           March 12, 2008                          372,627
  16.                           March 13, 2008                          372,627
  17.                           March 14, 2008                          372,627
  18.                           March 17, 2008                          372,627
  19.                           March 18, 2008                          372,627
  20.                           March 19, 2008                          372,627
  21.                           March 20, 2008                          372,627
  22.                           March 24, 2008                          372,627
  23.                           March 25, 2008                          372,627
  24.                           March 26, 2008                          372,627
  25.                           March 27, 2008                          372,627
  26.                           March 28, 2008                          372,627
  27.                           March 31, 2008                          372,627
  28.                           April 1, 2008                           372,627
  29.                           April 2, 2008                           372,627
  30.                           April 3, 2008                           372,627
  31.                           April 4, 2008                           372,627
  32.                           April 7, 2008                           372,627
  33.                           April 8, 2008                           372,627
  34.                           April 9, 2008                           372,627
  35.                           April 10, 2008                          372,627
  36.                           April 11, 2008                          372,627
  37.                           April 14, 2008                          372,627
  38.                           April 15, 2008                          372,627
  39.                           April 16, 2008                          372,627
  40.                           April 17, 2008                          372,627
  41.                           April 18, 2008                          372,627
  42.                           April 21, 2008                          372,627
  43.                           April 22, 2008                          372,627
  44.                           April 23, 2008                          372,627
  45.                           April 24, 2008                          372,627
  46.                           April 25, 2008                          372,627
  47.                           April 28, 2008                          372,627
  48.                           April 29, 2008                          372,627
  49.                           April 30, 2008                          372,627
  50.                           May 1, 2008                             372,627
  51.                           May 2, 2008                             372,627
  52.                           May 5, 2008                             372,627
  53.                           May 6, 2008                             372,627
  54.                           May 7, 2008                             372,627
  55.                           May 8, 2008                             372,627
  56.                           May 9, 2008                             372,627
  57.                           May 12, 2008                            372,627
  58.                           May 13, 2008                            372,627
  59.                           May 14, 2008                            372,627
  60.                           May 15, 2008                            379,224
</TABLE>

                     A SUBSIDIARY OF J.P. MORGAN CHASE & CO.
  INCORPORATED WITH LIMITED LIABILITY AS A NEW YORK STATE CHARTERED COMMERCIAL
                                      BANK.
      REGISTERED IN ENGLAND BRANCH NUMBER BR000746. AUTHORISED BY THE FSA.
  REGISTERED BRANCH ADDRESS 125 LONDON WALL, LONDON, EC2Y 5AJ. HEAD OFFICE 270
                           PARK AVENUE, NEW YORK, USA.

                                       16