CALL OPTION TRANSACTION

Put Option Agreement

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Title: CALL OPTION TRANSACTION
Date: 4/2/2004
Industry: Software and Programming

CALL OPTION TRANSACTION, Parties: jpmorgan chase bank

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EXHIBIT 10.73

[JPMORGAN LOGO]

August 10, 2003

JPMORGAN CHASE BANK

C/O J.P. MORGAN SECURITIES INC.

277 PARK AVENUE, 11TH FLOOR

NEW YORK, NEW YORK 10172

CADENCE DESIGN SYSTEMS, INC.

2655 SEELY AVENUE

SAN JOSE, CA 95134

Ladies and Gentlemen:

Reference is made to the following transactions between Cadence Design

Systems, Inc. (the "COMPANY") and JPMorgan Chase Bank ("JPMORGAN"): (i) the

issuance of up to $350,000,000 principal amount of Senior Convertible Notes due

August 15, 2023 (the "CONVERTIBLE TRANSACTION"), (ii) a convertible bond hedge

transaction to be evidenced by the ISDA confirmation in substantially the form

attached as Exhibit A hereto (the "BOND HEDGE TRANSACTION") and (iii) a call

option transaction to be evidenced by the ISDA confirmation in substantially the

form attached as Exhibit B hereto (the "CALL OPTION TRANSACTION" and together

with the Convertible Transaction and the Bond Hedge Transaction, the

"TRANSACTIONS"). The Company acknowledges that (i) JPMorgan and the Company are

entering into the Bond Hedge Transaction and the Call Option Transaction in

connection with the Convertible Transaction and (ii) prior to the execution of

final documentation for the Transactions, JPMorgan, or one or more of its

affiliates, will enter into certain hedging activities in connection with the

Bond Hedge Transaction (the "ADVANCE HEDGING ACTIVITIES").

Based on the foregoing, the Company and JPMorgan, intending to be

legally bound, hereby acknowledge and agree that in the event that the Company

determines not to enter into the Transactions for any reason within the pricing

parameters of the Convertible Transaction proposed to the Company on August 10,

2003 by 6.00 p.m. in New York on August 11, 2003 (or such later date as agreed

upon by the parties) (August 11, 2003 or such later date as agreed upon being

the "EARLY UNWIND DATE"), JPMorgan or one or more of its affiliates shall

terminate the Advance Hedging Activities (the "EARLY UNWIND") on the Early

Unwind Date and the Company shall purchase from JPMorgan on the Early Unwind

Date all shares of common stock of the Company (the "SHARES") purchased by

JPMorgan or one or more of its affiliates in connection with the Advance Hedging

Activities (the "EARLY UNWIND PURCHASE"). The purchase price paid by the Company

for the Shares purchased in the Early

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[JPMORGAN LOGO]

Unwind Purchase shall be JPMorgan's actual out-of-pocket cost of such Shares as

JPMorgan informs the Company in writing and shall be paid in immediately

available funds on the business day immediately following the Early Unwind Date.

JPMorgan and the Company hereby represent and acknowledge to the other that,

upon consummation of the Early Unwind Purchase, all obligations of the parties

with respect to the Advance Hedging Activities shall be deemed fully and finally

discharged.

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[JPMORGAN LOGO]

Please indicate your agreement with the terms set forth in this letter

by signing below.

Very truly yours,

J.P. MORGAN SECURITIES INC.,

as agent for JPMorgan Chase Bank

By: /s/ Nicola Mudge

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

Name: NICOLA MUDGE

Title: VICE PRESIDENT

ACKNOWLEDGED AND AGREED:

CADENCE DESIGN SYSTEMS, INC.

By: ______________________________________

Name:

Title:

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[JPMORGAN LOGO]

Please indicate your agreement with the terms set forth in this letter

by signing below.

Very truly yours,

J.P. MORGAN SECURITIES INC.,

as agent for JPMorgan Chase Bank

By: _______________________________

Name:

Title:

ACKNOWLEDGED AND AGREED:

CADENCE DESIGN SYSTEMS, INC.

By: /s/ William Porter

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

Name: WILLIAM PORTER

Title:

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[JPMORGAN LOGO]

EXHIBIT A

BOND HEDGE TRANSACTION CONFIRMATION

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[JPMORGAN LOGO]

JPMorgan Chase Bank

P.O. Box 161

60 Victoria Embankment

London EC4Y 0JP

England

August 11,2003

To: CADENCE DESIGN SYSTEMS, INC.

2655 Seely Avenue

San Jose, CA 95134

Attention: Treasurer

Telephone No.: (408)943-1234

Facsimile No.: (408)943-0513

Re: Call Option Transaction

Reference: [ ]

The purpose of this letter agreement is to confirm the terms and

conditions of the Transaction entered into between JPMORGAN CHASE BANK, LONDON

BRANCH ("JPMORGAN") and CADENCE DESIGN SYSTEMS, INC. ("COUNTERPARTY") 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. Certain

defined terms used herein have the meanings assigned to them in the Offering

Memorandum dated August 11, 2003 (the "OFFERING MEMORANDUM") relating to the USD

350,000,000 principal amount of Zero Coupon Zero Yield Senior Convertible Notes

due August 15, 2023, (the "CONVERTIBLE NOTES") issued by the Counterparty

pursuant to an Indenture to be dated August 15, 2003 between Counterparty and

JPMorgan Trust Company, N.A., as trustee (the "INDENTURE"). In the event of any

inconsistency between the terms defined in the Offering Memorandum and this

Confirmation, the Confirmation shall govern.

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 Counterparty as to the terms of the Transaction to which this

Confirmation relates. In addition, JPMorgan and the Counterparty 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 Counterparty will in

good faith agree together with related schedules. Upon the execution by JPMorgan

and the Counterparty 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

Counterparty execute such agreement, this Confirmation, together with all other

documents referring to an Agreement (each a "CONFIRMATION") confirming

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.

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[JPMORGAN LOGO]

transactions (each a "TRANSACTION") entered into between JPMorgan and the

Counterparty (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 Counterparty 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 Counterparty.

In the event of any inconsistency between provisions 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

Counterparty 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:

General Terms:

Trade Date: August 11, 2003

Option Style: "Modified American", as set forth under

"Exercise and Valuation" below

Option Type: Call

Buyer: Counterparty

Seller: JPMorgan

Shares: The common stock of Counterparty, par

value USD 0.01 per Share (Exchange

symbol "CDN")

Number of Options: A number equal to the Conversion Rate

(as defined in the Offering Memorandum,

but without regard to Section 13.06(g)

of the Indenture), multiplied by the

number of USD 1,000 principal amount of

Convertible Notes (each such USD 1,000

principal amount, a "CONVERTIBLE NOTE")

Option Entitlement: One Share per Option

Strike Price: USD [____]

Premium: USD [_________]

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:

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.

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[JPMORGAN LOGO]

Exercise Period: Notwithstanding the Equity Definitions,

the Exercise Period shall be, in

respect of the Exercise Options, each

period commencing from the date a

Notice of Conversion is submitted to

the Counterparty by a holder of

Convertible Notes to and including the

third Exchange Business Day following

the Conversion Date for such

Convertible Notes. For the avoidance of

doubt, only a number of options equal

to the Exercise Options shall be

exercisable hereunder, and only during

the Exercise Period for such Exercise

Options.

Exercise Options: A number of Options equal to the

Conversion Rate (but without regard to

any adjustment under Section 13.06(g)

of the Indenture) of Convertible Notes

surrendered to Counterparty for

conversion times the number of such

Convertible Notes.

Expiration Time: The Valuation Time

Expiration Date: In respect of any Exercise Options, the

earlier of August 15, 2008 and the

final day of the Exercise Period in

respect of such Exercise Options.

Multiple Exercise: Applicable; and means that Counterparty

may exercise, with respect to an

Exercise Period and the Exercise

Options relating to such Period, a

number of Options not less than one (1)

and not greater than such Exercise

Options.

Automatic Exercise: Applicable; and means that a number of

Options not previously exercised

hereunder equal to the Exercise Options

shall be deemed to be exercised on the

Expiration Date for the Exercise Period

relating to such Exercise Options;

provided that Counterparty has notified

JPMorgan (in writing or orally) of the

Conversion Date and the number of such

Exercise Options one Exchange Business

Day prior to such Expiration Date.

Valuation Time: At the close of trading of the regular

trading session on the Exchange

Settlement Terms:

Physical Settlement: Applicable; provided that if and to the

extent Counterparty is required to

deliver cash in lieu of fractional

Shares (or any fractional Shares) with

respect to the settlement of

Convertible Notes, the Calculation

Agent shall adjust the settlement terms

hereunder to account for delivery by

JPMorgan to Counterparty of such cash

or fractional Shares in the amount of

such required delivery obligation.

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.

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[JPMORGAN LOGO]

Settlement Date: For any Exercise Options relating to

the conversion of Convertible Notes,

the settlement date for Shares to be

delivered under such Convertible Notes

under the terms of the Indenture.

Failure to Deliver: Applicable

3. Additional Terms applicable to the

Transaction:

Adjustments applicable to the

Transaction:

Potential Adjustment Events: Notwithstanding Section 9.1(e) of the

Equity Definitions, a "Potential

Adjustment Event" means any occurrence

of any event or condition, as set forth

in Section 5.01 of the Indenture that

would result in an adjustment to the

Conversion Rate of the Convertible

Notes; provided that in no event shall

there be any adjustment hereunder as a

result of an adjustment to the

Conversion Rate pursuant to Section

13.06(g) of the Indenture.

Method of Adjustment: Calculation Agent Adjustment, and means

that, notwithstanding Section 9.1(c) of

the Equity Definitions, upon any

adjustment to the Conversion Rate of

the Convertible Notes pursuant to the

Indenture (other than Section 13.06(g)

of the Indenture), the Calculation

Agent will make a corresponding

adjustment to any one or more of the

Strike Price, Number of Options, the

Option Entitlement and any other

variable relevant to the exercise,

settlement or payment for the

Transaction.

Extraordinary Events applicable to the

Transaction:

Merger Events: Notwithstanding Section 9.2(c) of the

Equity Definition, a "Merger Event"

means the occurrence of any event or

condition set forth in Section 8.01 of

the Indenture.

Consequence of Merger Events: Notwithstanding Section 9.3 of the

Equity Definition, upon the occurrence

of a Merger Event, the Calculation

Agent shall make a corresponding

adjustment in respect of any adjustment

under the Indenture to any one or more

of the nature of the Shares, Strike

Price, Number of Options, the Option

Entitlement and any other variable

relevant to the exercise, settlement or

payment for the Transaction.

Additional Termination Events: If an event of default with respect to

Counterparty shall occur under the terms of

the Convertible Notes as set forth in

Section 5.01 of the Indenture, then such

event shall constitute an Additional

Termination Event applicable to this

Transaction and, with respect to such event

(i) Counterparty shall be deemed to be

Affected Party and JPMorgan shall be deemed

to be the party that is not the Affected

Party and (ii) JPMorgan shall be the party

entitled to designate an Early Termination

Date pursuant to Section 6(b) of the

Agreement.

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.

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[JPMORGAN LOGO]

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 Counterparty:

[ ]Bank

ABA#[ ]

Acct: Cadence Design Systems, Inc.

Acct No.: [ ]

Account for delivery of Shares to Counterparty:

[ ]

(b) Account for payments to JPMorgan:

[JPMorgan Chase Bank]

[A/c No. 0010962009]

[Favour: JPMorgan Chase Bank - London]

[Ref. CHASUS33XXX]

Account for delivery of Shares from JPMorgan:

[ ]

6.Offices:

The Office of Counterparty for the Transaction is: Inapplicable, Counterparty is

not a Multibranch Party.

The Office of JPMorgan for the Transaction is: New York

JP Morgan 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 Counterparty:

Cadence Design Systems, Inc.

Attention: Treasurer

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.

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[JPMORGAN LOGO]

Telephone No.: [ ]

Facsimile No.: [ ]

Address for notices or communications to JPMorgan:

[JPMorgan notice information to follow]:

[ ]

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 August 15, 2008,

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.

Counterparty effects any repurchase of Shares, promptly give

JPMorgan a written notice of such repurchase (a "REPURCHASE

NOTICE") if following such repurchase, the Options Equity

Percentage as determined on such day is (i) greater than 5% and

(ii) greater by 0.5% than the Options Equity Percentage

included in the immediately preceding Repurchase Notice (or, in

the case of the first such Repurchase Notice, greater than the

Options Equity Percentage as of the date hereof). The "OPTIONS

EQUITY PERCENTAGE" as of any day is the fraction (A) the

numerator of which is the product of the Number of Options and

the Option Entitlement and (B) the denominator of which is the

number of Shares outstanding on such day. Counterparty 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 as a 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

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.

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[JPMORGAN LOGO]

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 Counterparty'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 Counterparty

in writing, and the Counterparty, upon request of the

Indemnified Person, shall retain counsel reasonably

satisfactory to the Indemnified Person to represent the

Indemnified Person and any others the Counterparty may

designate in such proceeding and shall pay the fees and

expenses of such counsel related to such proceeding.

Counterparty 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, Counterparty agrees to indemnify any Indemnified

Person from and against any loss or liability by reason of such

settlement or judgment. Counterparty 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

respect of any losses, claims, damages or liabilities referred

to therein, then Counterparty 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. Counterparty 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 Counterparty.

(e) Eligible Contract Participant. Counterparty 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:

Counterparty is a corporation, partnership, proprietorship,

organization, trust or other entity and:

(A) Counterparty has total assets in excess of USD

10,000,000;

(B) the obligations of Counterparty 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)(C) of the CEA; or

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.

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[JPMORGAN LOGO]

1,000,000 and has entered into this Agreement in

connection with the conduct of Counterparty'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 Counterparty in

the conduct of Counterparty's business.

(f) Regulation M. The Counterparty 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

Counterparty, 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 Counterparty shall not,

until the fifth Exchange Business Day immediately following the

Trade Date, engage in any such distribution.

(g) No Manipulation. The Counterparty 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) Number of Repurchased Shares. Counterparty represents that it

could have purchased Shares, in an amount equal to the product

of the Number of Options and the Option Entitlement, on the

Exchange or otherwise, in compliance with applicable law, its

organizational documents and any orders, decrees, contractual

agreements binding upon Counterparty, on the Trade Date.

(i) Board Authorization. Each of this Transaction and the issuance

of the Convertible Notes was approved by its board of directors

and publicly announced, solely for the purposes stated in such

board resolution and public disclosure and, prior to any

exercise of Options hereunder, Counterparty's board of

directors will have duly authorized any repurchase of Shares

pursuant to this Transaction. Counterparty further represents

that there is no internal policy, whether written or oral, of

Counterparty that would prohibit Counterparty from entering

into any aspect of this Transaction, including, but not limited

to, the purchases of Shares to be made pursuant hereto.

(j) Transfer or Assignment. Neither party may transfer any of its

rights or obligations under this Transaction without the prior

written consent of the non-transferring party; provided that

if, as determined at JPMorgan's sole discretion, its

"beneficial ownership" (within the meaning of Section 16 of the

Exchange Act and rules promulgated thereunder) exceeds 8% of

Counterparty's outstanding Shares, JPMorgan may transfer or

assign a number of Options sufficient to reduce such

"beneficial ownership" to 7.5% to any third party with a rating

for its long term, unsecured and unsubordinated indebtedness of

A+ or better by Standard and Poor's Rating Group, Inc. or its

successor ("S&P"), or A1 or better by Moody's Investor Service,

Inc. ("MOODY'S") or, if either S&P or Moody's ceases to rate

such debt, at least an equivalent rating or better by a

substitute agency rating mutually agreed by Counterparty and

JPMorgan. If, in the discretion of JPMorgan, JPMorgan is unable

to effect such transfer or assignment after its commercially

reasonable efforts on pricing terms reasonably acceptable to

JPMorgan and within a time period reasonably acceptable to

JPMorgan, 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 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

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.

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[JPMORGAN LOGO]

been designated in respect of a Transaction having terms

identical to this Transaction and a Number of Options equal to

the Terminated Portion, (ii) the Counterparty and JPMorgan

shall both be Affected Parties with respect to such partial

termination and (iii) such Transaction shall be the only

Terminated Transaction. 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 Counterparty, 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 Counterparty to the

extent of any such performance.

(k) 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".

(1) 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.

(m) Early Unwind. In event the sale of Convertible Notes is not

consummated with the initial purchasers for any reason by the

close of business in New York on August 15, 2003 (or such later

date as agreed upon by the parties) (August 15, 2003 or such

later date as agreed upon being the "EARLY UNWIND DATE"), this

Transaction shall automatically terminate (the "EARLY UNWIND"),

on the Early Unwind Date and (i) the Transaction and all of the

respective rights and obligations of JPMorgan and Counterparty

under the Transaction shall be cancelled and terminated and

(ii) each party shall be released and discharged by the other

party from and agrees not to make any claim against the other

party with respect to any obligations or liabilities of the

other party arising out of and to be performed in connection

with the Transaction either prior to or after the Early Unwind

Date; provided that Counterparty shall purchase from JPMorgan

on the Early Unwind Date all Shares purchased by JPMorgan or

one or more of its affiliates and assume, or reimburse the cost

of, derivatives entered into by JPMorgan or one or more of its

affiliates in connection with hedging this Transaction. The

Purchase price paid by the Counterparty shall be JPMorgan's

actual cost of such Shares and derivatives as JPMorgan informs

Counterparty and shall be paid in immediately available funds

on the Early Unwind Date. JPMorgan and Counterparty represent

and acknowledge to the other that, subject to the proviso

included in the preceding sentence, upon an Early Unwind, all

obligations with respect to the Transaction shall be deemed

fully and finally discharged.

(n) 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.

(o) Additional Provisions.

(i) 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."

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>

[JPMORGAN LOGO]

(ii) 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 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 Nationalization or

De-Listing Event, as the case may be."

(p) Alternative Calculations and Payment on Early Termination and

on Certain Extraordinary Events. If JPMorgan shall owe

Counterparty any amount pursuant to Sections 9.3, 9.6 or 9.7 of

the Equity Definitions or pursuant to any early termination

hereunder or under the Agreement or pursuant to Section

6(d)(ii) of the Agreement or otherwise (a "PAYMENT

OBLIGATION"), JPMorgan may, in its sole discretion, satisfy any

such Payment Obligation by the Share Termination Alternative

(as defined below) by giving irrevocable telephonic notice to

Counterparty, 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

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