Service Letter Agreement

Fee Agreement

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This Fee Agreement involves

ALTERA CORP

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Title: Service Letter Agreement
Date: 3/11/2005
Industry: Semiconductors

Service Letter Agreement, Parties: altera corp

Confidential Treatment Requested

Omitted Portions Marked with [ * ] and Filed Separately with the SEC

Exhibit 10.32

Altera Corporation

101 Innovation Drive

San Jose, CA 95134

Phone: 408-544-7000

January 3, 2005

Attn: Jim Rosenberg

President, Arrow Alliance Group

Arrow Electronics Inc.

3000 Bowers Avenue

Santa Clara, CA 95051

Re:

Fee-For-Service Letter Agreement, dated as of May 22, 2002, as amended by letter agreements, dated June 10, 2002, August 1, 2002, September 3, 2002, January 15, 2003, December 8, 2003, April 1, 2004 and May 28, 2004 (collectively, the “Agreement”)

Dear Jim

This letter will confirm our agreement to amend Exhibit A to the Agreement in order to update the listing of Customers within such the fee-for-service arrangement. Accordingly, the parties hereby agree that the Exhibit A attached to this letter shall replace, in its entirety, the Exhibit A attached to the Agreement, which shall be deemed deleted.

This letter agreement and the Agreement supercede all prior discussions between the parties concerning this arrangement and is the full and complete expression of our agreement concerning this arrangement. The parties agree that this letter agreement may be executed by facsimile and each such facsimile signature shal

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