S-8

As filed with the Securities and Exchange Commission on August 27, 2002

Registration No. ____________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

LSI LOGIC CORPORATION
(Exact name of issuer as specified in its charter)

DELAWARE
(State of Incorporation) 94-2712976
(I.R.S. Employer Identification No.)

1551 McCarthy Boulevard
Milpitas, California 95035
(Address of Principal Executive Offices)

LSI LOGIC CORPORATION
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

(Full title of the Plan)

David G. Pursel
Vice President, General Counsel & Corporate Secretary
LSI LOGIC CORPORATION
1551 McCarthy Boulevard, Milpitas, California 95035
(408) 433-8000
(Name, address and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE

		Proposed		Proposed Maximum
Title of Securities	Amount to be	Maximum		Offering Aggregate		Amount of
to be Registered	Registered	Price Per Unit*		Offering Price*		Registration Fee
Common Stock	1,000,000 shares	$	8.60	$	8,600,000	$	792

* Estimated in accordance with Rule 457(c) for the purpose of calculating the registration fee on the basis of $8.60 per share, which was the average of the high and low prices of the Common Stock on the New York Stock Exchange, Inc. on August 22, 2002.

TABLE OF CONTENTS

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference.
	Item 4. Description of Securities.
	Item 5. Interests of Named Experts and Counsel.
	Item 6. Indemnification of Directors and Officers.
	Item 7. Exemption from Registration Claimed.
	Item 8. Exhibits.
	Item 9. Undertakings.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 4.4
EXHIBIT 5.1
EXHIBIT 23.1

PART II

INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     There are hereby incorporated by reference in this registration statement the following documents and information previously filed with the Securities and Exchange Commission:

(a) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act”);

(b) The Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2002 and June 30, 2002, filed pursuant to Section 13 of the Exchange Act;

(c) The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A filed on August 29, 1989, pursuant to Section 12(b) of the Exchange Act;

(d) The Company’s Current Reports on Form 8-K dated January 25, 2002, April 26, 2002, July 25, 2002 and August 7, 2002 pursuant to Section 13 of the Exchange Act; and

(e) The description of the Company’s Amended and Restated Preferred Shares Rights Agreement contained in the Company’s Registration Statement on Form 8-A-12G/A filed on December 8, 1998, pursuant to Section 12(g) of the Exchange Act.

     All documents filed by the Company pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act on or after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing such documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s Board of Directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933. Section 10 of the Restated Certificate of Incorporation and Article VI of the Bylaws of the Company provide for indemnification of certain agents

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to the maximum extent permitted by the Delaware General Corporation Law. Persons covered by these indemnification provisions include current and former directors, officers, employees and other agents of the Company, as well as persons who serve at the request of the Company as directors, officers, employees or agents of another enterprise. In addition, the Company has entered into indemnification agreements with its directors and officers pursuant to which the Company has agreed to indemnify such individuals and to advance expenses incurred in defending any action or proceeding to the fullest extent permitted by Section 145 of the Delaware General Corporation Law.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

Exhibit
Number	Description
4.1	Amended and Restated Preferred Shares Rights Agreement dated November 20, 1998.1
4.4	International Employee Stock Purchase Plan Amended and Restated.
5.1	Opinion of Counsel as to legality of securities being registered.
23.1	Consent of Independent Accountants.
23.2	Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1	Power of Attorney (see page 6).

  ¹  Incorporated by reference to exhibits filed with the Company’s Form 8-A12G/A (No. 001-10317) filed on December 8, 1998.

Item 9. Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

          (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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     (b)  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions describe above in Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred by paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California, on this 27th day of August, 2002.

LSI LOGIC CORPORATION
By: /s/ Bryon Look
	Bryon Look Executive Vice President, Finance and Chief Financial Officer

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Wilfred J. Corrigan and Bryon Look, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/   Wilfred J. Corrigan         Wilfred J. Corrigan	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	August 27, 2002
/s/   Bryon Look         Bryon Look	Executive Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	August 27, 2002
/s/   T.Z. Chu         T.Z. Chu	Director	August 27, 2002
/s/   Malcolm R. Currie         Malcolm R. Currie	Director	August 27, 2002
/s/   James H. Keyes         James H. Keyes	Director	August 27, 2002
/s/   R. Douglas Norby         R. Douglas Norby	Director	August 27, 2002
/s/   Matthew J. O’Rourke         Matthew J. O’Rourke	Director	August 27, 2002
/s/   Gregorio Reyes         Gregorio Reyes	Director	August 27, 2002
/s/   Larry W. Sonsini         Larry W. Sonsini	Director	August 27, 2002

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EXHIBIT INDEX

Exhibit
Number	Description
4.1	Amended and Restated Preferred Shares Rights Agreement, dated November 20, 1998.1
4.4	International Employee Stock Purchase Plan Amended and Restated.
5.1	Opinion of Counsel as to legality of securities being registered.
23.1	Consent of Independent Accountants.
23.2	Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1	Power of Attorney (see page 6).

  ¹ Incorporated by reference to exhibits filed with the Company’s Form 8-A12G/A (No. 001-10317) filed on December 8, 1998.

EX-4.4 3 f84120exv4w4.txt EXHIBIT 4.4 Exhibit 4.4 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN LSI LOGIC CORPORATION PLAN DOCUMENT REVISION DATE: AUGUST 2002 ================================================================================ THIS INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN MUST BE READ TOGETHER WITH THE COUNTRY ADDENDUM FOR THE COUNTRY IN WHICH YOU ARE EMPLOYED. WHERE TERMS OF THE COUNTRY ADDENDUM ARE INCONSISTENT WITH THOSE STATED IN THIS DOCUMENT, THE TERMS OF THE COUNTRY ADDENDUM SHALL GOVERN. ================================================================================ TABLE OF CONTENTS INTRODUCTION ELIGIBILITY Who May Participate ENROLLMENT Enrolling in the IESPP HOW THE PLAN WORKS Offering Period/Purchase Period Purchase Date/Purchase Price Determination of Fair Market Value Examples Automatic Re-Enrollment in Subsequent Offering Period Automatic Early Transfer to a New Offering Period Payroll Deductions Exchange Rate Confirm IESPP Changes and Enrollment Limitations on Shares You May Purchase Use of Excess Funds Changing Your Contribution Level E*TRADE OptionsLink Account Activating Your E*TRADE OptionsLink and E*TRADE Brokerage Account Deposit of Shares Sale of Shares Account Records Report of Sales to LSI Logic Employee Stock Purchase Transmittals Withdrawing from the IESPP Termination of Plan Participation/Participation While on a Leave of Absence Designating Your Beneficiary Nonassignability Administration of the IESPP Amendment and Termination of the IESPP Capital Changes Conditions upon Issuance of Company Common Stock Designation of Employer Subsidiaries and Country Addenda Third Party Fiduciaries Notices TAX CONSEQUENCES Tax Implications of Purchasing and Selling Your Stock Withholding and Employee-Paid Social Insurance OTHER INFORMATION Obtaining Additional Information INTRODUCTION The Board of Directors of LSI Logic Corporation (the "Company") has adopted the International Employee Stock Purchase Plan (the "IESPP") in order to provide employees of designated LSI Logic subsidiaries with the opportunity to purchase common stock of the Company at a below current market price through convenient payroll deductions. If you decide to participate in the Plan, you can set aside from 1% to 15% of your eligible compensation which will then be used to purchase stock for you twice a year. Participation in the IESPP is voluntary. As used in this IESPP, "Company Board" means the Board of Directors of the LSI Logic Corporation. "Employer Subsidiary" means those subsidiaries of the Company that have been designated by the Company as participants in the IESPP. IMPORTANT NOTE: An effort has been made to have the terms of the IESPP apply to all IESPP participants regardless of the country in which the participant is employed. Notwithstanding that effort, certain different or additional terms may apply for the IESPP as it applies to the country in which you are employed to accommodate local requirements. Those terms are set forth in the Country Addendum. Therefore, this document must be read together with the Country Addendum that applies to your Employer Subsidiary. Where terms of your Country Addendum are different from those stated in this document, the terms of the Country Addendum shall apply. This IESPP, together with the Country Addendum, if any, constitute part of a prospectus covering securities that have been registered in the United States under the Securities Act of 1933. ELIGIBILITY WHO MAY PARTICIPATE You qualify to participate in the IESPP if all of the following are true: - - You are working as a regular employee of an Employer Subsidiary. - - You are regularly scheduled by an Employer Subsidiary to work for more than 20 hours per week and more than five months in each calendar year. - - You do not own five percent or more of the total combined voting power or value of all classes of stock of the Company or of any subsidiary of the Company, and Temporary employees and independent contractors providing services to the Company are not eligible to participate, regardless of the length of such service. Participation in the Plan does not create a contract for employment or limit in any way the right of the Company to terminate the participant's employment at any time, with or without cause, or confer on a participant any right to continue in the employ of the Company. ENROLLMENT ENROLLING IN THE IESPP An eligible employee may become a participant in the IESPP by completing the attached IESPP Subscription Agreement authorizing payroll deductions and submitting it to your local Human Resource representative prior to an Enrollment Date. There are two Enrollment Dates each calendar year: May 15 and November 15. Open enrollment is held during April and October before each Enrollment Date. You must submit a completed IESPP Subscription Agreement during Open Enrollment in order to participate as of the next Enrollment Date if: - You are a new participant, - You are enrolling following a period of non-participation. Your payroll deductions begin with the first payroll after the Enrollment Date. IF YOU MISS THE DEADLINE FOR ENROLLING, YOU MUST WAIT UNTIL THE NEXT OPEN ENROLLMENT TO ENROLL IN THE IESPP. HOW THE PLAN WORKS OFFERING PERIOD/PURCHASE PERIOD An Offering Period lasts for 12 months unless you: - withdraw - cease to be an Eligible Employee, or - are automatically transferred to a new Offering Period. Each 12-month Offering Period consists of two consecutive Purchase Periods of six months each. Offering Periods begin either on May 15 or November 15. PURCHASE DATE/PURCHASE PRICE A Purchase Date is the last trading day of each Purchase Period within an Offering Period. The Purchase Dates will be the last trading day on or before May 14 or November 14. On each Purchase Date your payroll deductions accumulated during the Purchase Period are used to automatically purchase the maximum number of whole shares of Company common stock that you are entitled to purchase under the IESPP. The Purchase Price you will pay for the stock purchased under the IESPP is equal to THE LOWER OF: - - 85% of the fair market value of the Company common stock on the Enrollment Date; or - - 85% of the fair market value of the Company common stock on the Purchase Date. DETERMINATION OF FAIR MARKET VALUE The fair market value of the Company stock on a particular date is the closing price of the stock on the New York Stock Exchange on that date in the United States, as reported in the Wall Street Journal. However, if a closing price is not available for a particular date, then the fair market value to be used for that date will be the previous business day's closing stock price. For example, if the Enrollment date falls on a Saturday, the closing price of the stock on the preceding Friday (or on the next preceding NYSE trading day, if that Friday is not a business day) would be the fair market value on the Enrollment Date. EXAMPLES The examples in this booklet are intended as illustrations only and are not based on any actual or predicted value or performance of Company common stock. FAIR MARKET VALUE HIGHER ON PURCHASE DATE THAN ON ENROLLMENT DATE Let's assume that the fair market value of Company common stock was US$8.00 per share on the Enrollment Date. Assume that on a future Purchase Date in the Offering Period, the fair market value of the common stock had risen to US$10.00 per share. As illustrated below, your Purchase Price would be US$6.80: ------------------------------------ THE LOWER OF: 85% x US$8.00= US$6.80 or 85% x US$10.00= US$8.50 Your Purchase Price is US$6.80 ------------------------------------ FAIR MARKET VALUE LOWER ON PURCHASE DATE THAN ON THE ENROLLMENT DATE Let's assume that the fair market value of Company common stock was US$8.00 per share on the Enrollment Date. Assume that six months later the fair market value of the Company common stock had decreased and the closing price of the stock on the New York Stock Exchange on the Purchase Date was US$7.00 per share. As illustrated below, your Purchase Price would be US$5.95. ------------------------------------ THE LOWER OF: 85% x US$8.00= US$6.80 or 85% x US$7.00= US$5.95 Your Purchase Price is US$5.95 ------------------------------------ AUTOMATIC RE-ENROLLMENT IN SUBSEQUENT OFFERING PERIOD A new Offering Period begins each May 15 and November 15; however, you may be enrolled in only one Offering Period at a time. Once you have completed an IESPP Subscription Agreement authorizing payroll deductions to initially enroll in the IESPP, you will be re-enrolled automatically as a participant in future Offering Periods when an Offering Period in which you are currently enrolled ends UNLESS: - You withdraw from participation - Your employment terminates - You become otherwise ineligible to participate in the IESPP, or your participation has terminated for any other reason - Your Employer Subsidiary withdraws from the IESPP - The IESPP terminates AUTOMATIC EARLY TRANSFER TO A NEW OFFERING PERIOD If the fair market value of the Company common stock is lower on a Purchase Date than it was on the Enrollment Date, you are automatically withdrawn from that Offering Period immediately after you purchase shares on such Purchase Date and automatically re-enrolled in the next Offering Period. The effect of this is to automatically begin a new 12-month Offering Period. For example, in the second example described above, the fair market value on the Enrollment Date was US$8.00, but had declined to US$7.00 on the Purchase Date. Regardless of where you are in the current 12-month Offering Period, you would be automatically withdrawn from that Offering Period following your purchase of shares and re-enrolled in the next Offering Period. Your payroll deductions will continue at the same rate during the new Offering Period as in the prior Offering Period unless you instruct your local Human Resource representative otherwise by submitting an ESPP Change Form within the deadlines. PAYROLL DEDUCTIONS You may contribute from 1% to 15% of your eligible compensation to the IESPP. The percentage you deduct must be expressed in whole numbers. For purposes of the IESPP, your eligible compensation includes all regular and recurring straight time earnings, payments for overtime, shift premium, incentive compensation, incentive payments, bonuses, commissions, but exclusive of other compensation. Unless otherwise expressly provided in your Company Addendum, eligible compensation EXCLUDES: - car allowances - transportation allowances - housing allowances - dependent allowances - one-time incentive payments - one-time recognition awards (dinner for two, bravo & winners circle awards, and cash substitute) - disability pay (other than short-term salary continuation) - other compensation Unless otherwise required under the laws of your country, all payroll deductions contributed by IESPP participants will be held by the Company or the Employer Subsidiary's in its general fund until such time as the stock is purchased. There are no restrictions on the Company's or Employer Subsidiary's use of such accumulated payroll deductions. Stock deductions calculated on retroactive pay adjustments, will be included in the purchase period when the retroactive adjustment is paid. CONFIRM IESPP CHANGES AND ENROLLMENT It is your responsibility to review your first paycheck after the effective date of change or an initial enrollment to make sure your instructions were carried out. If you have a problem with any IESPP change or enrollment you must notify Stock Administration no later than 45 days from the beginning of the Offering Period and provide your original fax confirmation from your requested change or enrollment. For the November 15th Offering Period, the last day to notify Stock Administration of any IESPP change or enrollment problems is December 31st. For the May 15th Offering Period, the last day to notify Stock Administration of any IESPP change or enrollment problems is June 30th. EXCHANGE RATE The exchange rate used for calculating the number of shares of stock to be purchased with your payroll deductions is the NYSE Composite exchange rate reported by Bloomberg Financial System using the closing rate on the last Wednesday of the fiscal month ending closest to the Purchase Date. LIMITATIONS ON SHARES YOU MAY PURCHASE On each Enrollment Date of each Offering Period, each eligible Employee participating in such Offering Period shall be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of full shares of the Company's Common Stock determined by dividing such Employee's payroll deductions accumulated prior to such Exercise Date and retained in the Employee's account as of the Exercise Date by the applicable Purchase Price; provided that in no event shall an Employee be permitted to purchase more than 1,500 shares in each Purchase Period within Offering Periods commencing in the year 2001, provided further that such purchase shall be subject to the limitations set forth below. The Board may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of the Company's Common Stock an Employee may purchase during each Purchase Period of such Offering Period. No employee will be permitted to purchase shares under the IESPP, if, immediately after enrollment, the employee would own five percent or more of the total combined voting stock of LSI Logic or of any subsidiary of LSI Logic (including stock which may be purchased through the IESPP or pursuant to stock options). No employee will be permitted to purchase shares under the IESPP or any other employee stock purchase plans of LSI Logic or its subsidiaries having a value of more than $25,000 (determined using the fair market value of the shares on such employee's Enrollment Date) in any calendar year. This means that your annual payroll contributions cannot exceed US$21,250. The Company Board initially reserved 300,000 shares of Company common stock for purchase by all participants under the IESPP, then increased that amount by an additional 300,000 shares in March 1999, those shares were adjusted for the stock split in February 2000, then increased that amount by 1,000,000 in August 2000. The Company Board increased the reserve by another 1,000,000 in August 2002 for a total reserve of 3,200,000 shares (adjusted for stock splits). If the total number of shares to be purchased on any Purchase Date exceeds the remaining reserved shares then available under the IESPP, a pro rata allocation of the available Company common stock will be made among the participants, and the IESPP will terminate unless additional Company common stock are added to the IESPP. Additional limitations on the number of shares of Company common stock that an employee may purchase apply for employees of certain Employer Subsidiaries. Please refer to the applicable Country Addendum. USE OF EXCESS FUNDS Any contributions remaining in your account after the purchase has been made for the current Purchase Date that are not sufficient to purchase a full share, or exceed the amount required to purchase 1,500 shares, will be held in your account and applied to the purchase of stock on the next Purchase Date within the Offering Period in which you are enrolled or the next Offering Period in which you will be enrolled automatically as authorized by your IESPP Subscription Agreement. All contributions held in your account are held without accrual of interest, unless otherwise required under the laws of your country. CHANGING YOUR CONTRIBUTION LEVEL Once you are enrolled in the IESPP, you may reduce your contributions to a lower level (but not below 1% of your eligible compensation) at any time. Reducing your contribution level does not change your Purchase Price. To reduce your contribution level, complete an ESPP Change Form and submit to your local Human Resource representative showing the change in contribution level. You may also increase your contribution level to a maximum of 15%. Increases in your contribution level are only effective as of the beginning of a Purchase Period. Increasing your contribution level does not change your Purchase Price. To increase your contribution level, submit an ESPP Change Form to your local Human Resource representative at least two weeks before the next Purchase Period begins showing the change in contribution level. The ESPP Change Form is available on the Stock Administration web site under Planet LSI. E*TRADE OPTIONSLINK ACCOUNT The E*TRADE OptionsLink account is used for both the option program and the Employee Stock Purchase Plan. For new IESPP participants, the OptionsLink accounts are opened approximately 2 months prior to the purchase as long as you are a current participant. E*TRADE will mail a welcome package to your home once they receive the new account information from LSI Logic. In order to trade you will need to complete the activation form and the form W-8BEN included in the package and return to E*TRADE. If you have not received a welcome package and you would like to activate your account so you can begin trading, then you can follow the instructions below. ACTIVATING YOUR E*TRADE OPTIONSLINK AND E*TRADE BROKERAGE ACCOUNT In order to begin trading in your E*TRADE OptionsLink account, the account activation form and Form W-8BEN must be completed and received by E*TRADE. The activation form and Form W-8BEN are included in the welcome package, or you can login to www.optionslink.com and download these forms. Your account will be fully functional within seven business days of E*TRADE's receiving your forms. You can also elect to activate an E*TRADE Brokerage Account. There is no fee to activate the E*TRADE Brokerage Account. You can sell shares from your OptionsLink account and deposit the proceeds into your brokerage account. Your E*TRADE Brokerage Account has no minimum balance, your funds earn interest, and you have free check-writing privileges with funds in that account. DEPOSIT OF SHARES Shortly after the close of each Purchase Period, LSI Logic will deposit your purchased shares into your E*TRADE OptionsLink Account. Once your shares have been deposited to your account, you may sell them at any time. SALE OF SHARES AFTER YOU HAVE ACTIVATED YOUR E*TRADE OPTIONSLINK ACCOUNT, YOU CAN LOGIN TO YOUR ACCOUNT AT www.optionslink.com TO SELL YOUR SHARES. OR, CALL THE INTERACTIVE VOICE RESPONSE SYSTEM AT 1-650-599-0125 FROM OUTSIDE THE U.S. Each IESPP purchase with sellable shares is tracked individually. You choose which IESPP shares you want to sell in your OptionsLink account. That sale will then be reported to LSI for disposition tracking purposes. Such sales will be subject to commission charges at competitive rates. There are no brokerage account fees or inactivity fees for your E*TRADE accounts. The schedule below applies to transactions for selling shares: IESPP Sales $19.95 Additional Charges: Broker Assisted Sale $15 Check Via Mail $3 Check Via Federal Express $20 Wire Transfer $20 Hold proceeds in E*TRADE No Charge These rates are effective July 5, 2000 and are subject to change without notice. Employees have the flexibility to determine when and how they receive proceeds from a sale: - - Sweep the proceeds into your E*TRADE Brokerage account (this account earns interest and has free check-writing capabilities) - - Wire Transfer - - Mail or Overnight a check ACCOUNT RECORDS E*TRADE will provide each employee with a brokerage account statement summarizing your account activity as well as written trade confirmations on all executed orders. If there has been activity in your account, you will receive a statement monthly; otherwise you will receive one quarterly, provided there are assets in the account. REPORT OF SALES TO LSI LOGIC E*TRADE will provide LSI Logic with monthly reporting for all IESPP sales. For more information regarding tax consequences of sale of shares acquired under the IESPP see the applicable Country Addendum. EMPLOYEE STOCK PURCHASE TRANSMITTALS Twice a year, following each Purchase Date, you will receive an Employee Stock Purchase Transmittal, from the Stock Administration Department at LSI Logic which will detail the number of Company common stock purchased for you on the preceding Purchase Date, the price paid per share and any remaining cash balance in your account. WITHDRAWING FROM THE IESPP You may withdraw from the IESPP at any time by submitting an ESPP Change Form to your local Human Resource representative of your Employer Subsidiary no later than 30 days prior to the Purchase Date. The ESPP Change Form is available on the Stock Administration web site under Planet LSI. Your accumulated funds will be returned to you without interest unless the laws of your country require otherwise as soon as practicable after your notice of withdrawal has been received and processed. After withdrawal, you may not re-enroll in the same Offering Period, although you may enroll in future Offering Periods by completing an IESPP Subscription Agreement and submitting it to your local Human Resource representative during a later enrollment period. If you re-enroll after withdrawal, your Purchase Price is determined on the Enrollment Date of the new Offering Period. TERMINATION OF PLAN PARTICIPATION/PARTICIPATION WHILE ON A LEAVE OF ABSENCE Your eligibility to participate in an Offering Period under the IESPP is dependent on your maintaining continuous status as a regular employee scheduled to work at least 20 hours per week during the Offering Period. If the number of hours you are scheduled to work drops below 20 hours per week, you will be deemed to have withdrawn from the Plan. However, generally you may continue to participate in the Plan during a leave of absence which is approved by your Employer Subsidiary. Unless you receive regular straight time earnings during a leave of absence you will not make contributions to the IESPP during your leave. Contributions made to the IESPP prior to an approved leave of absence will be used to purchase stock at the end of the Purchase Period. Payroll deductions will resume at the time you return to active status. If you wish to discontinue participation in the Plan you must notify your local Human Resource representative as soon as you return to active status. If your employment with the Company or any of its subsidiaries terminates for any reason prior to the last business day of the purchase period, then all payroll deductions which you have contributed, but which have not yet been used to purchase stock, will be returned to you without interest. Notwithstanding the above, your transfer from one Employer Subsidiary to another Employer Subsidiary or to the parent Company shall not alone be considered a break in your continuous status as a regular employee. In the event of such a transfer, however, your participation in the IESPP would be subject to the Country Addendum applicable to your new Employer Subsidiary or to the terms of the Company Employee Stock Purchase Plan if to the parent Company. DESIGNATING YOUR BENEFICIARY You may designate one or more beneficiaries in your IESPP Subscription Agreement to receive your unused payroll deductions in the event of your death, which will be paid without interest, unless required by local law. Unless your designated beneficiary elects to have the payroll deductions contributed by you before your death remain in your account until the next Purchase Date to purchase shares, in the event of your death while you are enrolled in the IESPP your participation will immediately cease and no shares will be purchased for you. Your designated beneficiary will receive any shares that have been purchased for you. You may change your beneficiary at any time by submitting a revised IESPP Subscription Agreement to your local Human Resource representative of your Employer Subsidiary. If no living beneficiary is designated, payment of contributions or delivery of the share certificate, as the case may be, will be made to your estate. Laws governing the disposition of decedent's property vary widely from country to country. It is highly recommended that you consult with your own independent legal counsel to make certain that you have taken all necessary steps to ensure that your desired disposition of undistributed Company common stock and payroll deductions in the event of your death can be accomplished. NONASSIGNABILITY Unless where otherwise required under local law, none of your rights or accumulated payroll deductions under the IESPP may be pledged, assigned, transferred or otherwise disposed of for any reason (other than by will or the laws of descent and distribution). Any such attempt may be treated by the Company as an election to withdraw from the IESPP. ADMINISTRATION OF THE IESPP The IESPP is currently administered by the Company Board. All questions of interpretation or application of the IESPP are determined in the sole discretion of the Company Board (or its duly authorized committee) and its decisions are final and binding upon all participants. Members of the Board who are eligible employees are permitted to participate in the Plan but may not vote on any matter affecting the administration of the Plan. No member of the Board who is eligible to participate in the Plan may be a member of the committee appointed by the Board to administer the Plan. No charges for administrative or other costs may be made against the payroll deductions of a participant in the IESPP. Members of the Board of Directors receive no additional compensation for their services in connection with the administration of the IESPP. Subject to such rules, procedures and instructions as may be adopted by the Company Board, each participating Employer Subsidiary shall be responsible for making all payroll deductions (including related withholding and social insurance contributions) for its participating employees, for filing and distributing all reports and disclosures that may be required under local law, and for otherwise ensuring compliance with all applicable local laws relating to administration of the IESPP. AMENDMENT AND TERMINATION OF THE IESPP The Company Board may at any time amend or terminate the IESPP or any particular Country Addendum, or withdraw an Employer Subsidiary from the IESPP, except that such amendment or termination will not adversely affect your participation in an Offering Period for which you are already enrolled. Without regard to whether any participant rights may be considered to have been "adversely affected," the Company Board shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Company common stock for each participant properly correspond with amounts withheld from the participant's compensation and establish such other limitations or procedures as the Company Board determines in its sole discretion advisable which are consistent with the IESPP. CAPITAL CHANGES If the number of Company common stock outstanding is increased or decreased by way of stock split, stock dividend or otherwise (but not including conversion of any convertible debentures), appropriate adjustments will be made in the number of shares subject to purchase under the IESPP and in the Purchase Price per share. In the event of the proposed dissolution or liquidation of the Company, the Offering Period then in progress will terminate immediately prior to such dissolution or liquidation unless otherwise provided by the Company Board. In the event of the proposed sale of all or substantially all of the assets of the Company or the merger of the Company with or into another corporation, each participant's rights under the IESPP will be assumed or an equivalent right will be substituted by the successor corporation, unless the Company Board determines, in its discretion, to accelerate the Purchase Date(s) for all current participants. The Company Board, may also make provisions for adjusting the number of shares subject to the IESPP and the Purchase Price per share in the event the Company effects one or more reorganizations, recapitalizations, right's offerings or other increases or reductions of shares of the Company's outstanding common stock. CONDITIONS UPON ISSUANCE OF COMPANY COMMON STOCK Company common stock shall not be issued to you under this IESPP unless the exercise of your option to purchase such Company common stock and the issuance and delivery of such Company common stock pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Company common stock may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. DESIGNATION OF EMPLOYER SUBSIDIARIES AND COUNTRY ADDENDUM The Company Board may designate any subsidiary of the Company as a participating Employer Subsidiary in the IESPP. The Company Board may, in addition, modify one or more provisions of the IESPP solely as it applies to such Employer Subsidiary. The applicable modified Country Addendum shall be attached to the copy of the IESPP distributed to the Eligible Employees of the applicable Employer Subsidiary. THIRD PARTY FIDUCIARIES Certain countries may prohibit employees from directly owning Company common stock purchased on their behalf under the IESPP. If local law so requires or if the Company Board determines that distribution of proceeds could not be accomplished without undue liability or expense to either the Company or your Employer Subsidiary, your Employer Subsidiary may provide for maintenance of the accounts with a third party fiduciary for your benefit. Please refer to your applicable Country Addendum to determine whether such arrangements apply to you. NOTICES Any notice or other communication from you to the Company in connection with the IESPP shall be considered properly given only if and when it is received in the form specified by the Company at the following location: LSI Logic Corporation Stock Administration 1551 McCarthy Blvd. Mail Stop D-206 Milpitas, California 95035 Any notice or other communication from you to your Employer Subsidiary in connection with the IESPP shall be considered properly given only if and when it is received in the form specified by the Employer Subsidiary at the location designated in the attached Country Addendum. The Employer Subsidiary and the Company may at any time change such notice addresses upon prior written notice to you. TAX CONSEQUENCES TAX IMPLICATIONS OF PURCHASING AND SELLING YOUR COMPANY COMMON STOCK THE COUNTRY ADDENDUM APPLICABLE TO YOU PROVIDES A BRIEF SUMMARY OF GENERAL RULES REGARDING THE TAX CONSEQUENCES IN THE COUNTRY IN WHICH YOU ARE EMPLOYED. THE COUNTRY ADDENDUM DOES NOT PURPORT TO BE A COMPLETE DESCRIPTION OF ALL TAX IMPLICATIONS OF PARTICIPATION IN THE IESPP, NOR DOES IT PURPORT TO DISCUSS THE INCOME TAX IMPLICATIONS OF THE IESPP UNDER THE LAWS OF EACH STATE, PROVINCE, DISTRICT OR LOCAL GOVERNMENT IN WHICH YOU MAY RESIDE OR OTHERWISE BE SUBJECT TO TAX. WITHHOLDING AND EMPLOYEE-PAID SOCIAL INSURANCE Certain countries treat as taxable compensation the excess of the fair market value of the Company common stock on the Purchase Date over the Purchase Price. Certain countries also treat as taxable gain some or all of the excess, if any, of the sale price over the fair market value of the Company common stock as of the Purchase Date. (See your applicable Country Addendum for more information.) Some of those countries also require that the Employer Subsidiary withhold and remit sums on behalf of the employee in respect of income taxes and/or social insurance contributions. Any income, social or other taxes imposed on you for the income arising from your participation in this IESPP will be your responsibility. The means by which this tax is satisfied will require that you pay all sums to the Employer Subsidiary upon the purchase of Company common stock under the IESPP, regardless of when you sell all or a portion of the Company common stock. The attached Country Addendum will describe the mechanism by which such economic burden is passed to you. YOU ARE STRONGLY URGED TO CONSULT YOUR OWN TAX ADVISOR CONCERNING THE APPLICATION OF THE VARIOUS TAX LAWS THAT MAY APPLY TO YOUR PARTICULAR SITUATION. OTHER INFORMATION OBTAINING ADDITIONAL INFORMATION Upon written or oral request to the Company, you may obtain copies, without charge, of any of the following documents, which are incorporated by reference: - The Company's Annual Report on Form 10-K for the most recent fiscal year; - The Company's definitive Proxy Statement for the Company's most recent Annual Meeting of Stockholders; - The Company's Quarterly Report(s) on Form 10-Q for the quarter(s) ended since the end of the Company's most recent fiscal year; - The description of the Company common stock contained in the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission of August 29, 1989 and amended, and on Form 8-A/A filed on December 8, 1998; - All documents filed by the Company pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934 after the date of the Registration Statement under which securities described herein are registered. In addition, upon written or oral request to the Company, you may obtain a copy, without charge, of the Company's most recent Annual Report to Stockholders. Requests for any of the documents described above should be directed to: LSI Logic Corporation Investor Relations 1551 McCarthy Blvd. Mail Stop D-115 Milpitas, California 95035 Phone 01 408 433 6777 For further information concerning the IESPP, contact the LSI Logic Corporation Stock Administration Department. LSI LOGIC CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP) COUNTRY ADDENDUM (AUSTRALIA) TAX CONSEQUENCES The following summarizes the likely tax consequences related to participation in the IESPP. It is not intended as tax advice or as a definitive or complete description of such tax consequences. Actual tax consequences may vary depending upon your individual circumstances; therefore, you are strongly advised to consult your own independent tax advisor regarding tax consequences of participation in the International Purchase Plan. Employee contributions to the IESPP are not excluded from your reported income and are not deductible. Your purchase of LSI Logic common stock under the IESPP will be treated as a taxable event giving rise to taxable income equal to the difference between the fair market value of the LSI Logic common stock on the date of purchase and the purchase price actually paid under the IESPP (the "Spread"). The fair market value is determined as the one week average (based on the one week prior to the acquisition of shares, including the day of acquisition) of the price at which shares have been traded on the exchange. In addition, a taxable event occurs when you sell LSI Logic common stock purchased under the IESPP. On such sale, if there is a difference between the price of the LSI Logic common stock on the date of sale and the fair market value on the date of purchase under the IESPP, such sale will give rise to taxable gain or loss, as the case may be. The taxable amount will depend on the length of time you have held the LSI logic common stock. Consult your individual tax advisor regarding the proper tax treatment of gains or losses arising from such sales. Participation in the IESPP will not be reported to the Australian taxing authorities. It is the employee's responsibility to report the taxable income in their return. WITHHOLDING/SOCIAL INSURANCE Presently, there are no income tax and social tax withholding payable on the purchase of LSI Logic common stock under the IESPP. If the laws of Australia change, you shall be required to reimburse your Employer Subsidiary for any income tax and social tax withholding paid on the purchase of LSI Logic common stock under the IESPP. LSI LOGIC CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP) COUNTRY ADDENDUM (CANADA) TAX CONSEQUENCES The following summarizes the likely tax consequences related to participation in the IESPP. It is not intended as tax advice or as a definitive or complete description of such tax consequences. Actual tax consequences may vary depending upon your individual circumstances; therefore, you are strongly advised to consult your own independent tax advisor regarding tax consequences of participation in the IESPP. Employee contributions to the IESPP are not excluded from your reported income and are not deductible. THE IESPP IS NOT A QUALIFIED PLAN UNDER CANADIAN TAX LAW. Your purchase of LSI Logic common stock under the IESPP will be treated as a taxable event giving rise to taxable income equal to the difference between the fair market value of LSI Logic common stock on the date of purchase and the purchase price actually paid under the IESPP. With the purchase of LSI Logic common stock under IESPP giving rise to taxable income, you are not eligible for the stock options and shares deduction nor are you eligible for the stock option benefits deferral. In addition, a taxable event occurs when you sell LSI Logic common stock purchased under the IESPP. On such sale, if there is a difference between the price of LSI Logic common stock on the date of sale and the fair market value on the date of purchase under the IESPP, such sale will give rise to taxable gain or loss, as the case may be. Consult your individual tax advisor regarding the proper tax treatment of gains or losses arising from such sales. Your participation in the IESPP will be reported to the Canadian taxing authorities. WITHHOLDING/SOCIAL INSURANCE Presently, there are no income tax withholding or employee social insurance contributions payable in respect of the purchase of LSI Logic common stock under the IESPP. If the laws of Canada change, you will be required to reimburse your Employer Subsidiary for any income tax withholding and any employee social insurance contributions payable in respect of the purchase of LSI Logic common stock under the IESPP. DIRECTORS OF THE EMPLOYER SUBSIDIARY WHO ARE PART-TIME EMPLOYEES Notwithstanding any contrary provision of the IESPP, no individual who is a member of the Board of Directors of LSI Logic Corporation of Canada, Inc., and who is not a full time employee of LSI Logic Corporation of Canada, Inc., is eligible to participate in the IESPP by virtue of such directorship. LSI LOGIC CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP) COUNTRY ADDENDUM (CHINA) TAX CONSEQUENCES The following summarizes the likely tax consequences related to participation in the IESPP. It is not intended as tax advice or as a definitive or complete description of such tax consequences. Actual tax consequences may vary depending upon your individual circumstances; therefore, you are strongly advised to consult your own independent tax advisor regarding tax consequences of participation in the IESPP. Employee contributions to the IESPP are not excluded from your reported income and are not deductible. Your purchase of LSI Logic common stock under the IESPP will be treated as a taxable event giving rise to taxable income equal to the difference between the fair market value of the LSI Logic common stock on the date of purchase and the purchase price actually paid under the IESPP (the "Spread"). In addition, a taxable event occurs when you sell LSI Logic common stock purchased under the IESPP. On such sale, if there is a difference between the sales price of the LSI Logic common stock on the date of sale and the fair market value on the date of purchase under the IESPP, such sale will give rise to taxable gain or loss, as the case may be. Consult your individual tax advisor regarding the proper tax treatment of gains or losses arising from such sales. Your participation in the IESPP will be reported to the Chinese taxing authorities. WITHHOLDING/SOCIAL TAX You will be required to reimburse your Employer Subsidiary for any income tax withholding payable in respect of participation in the IESPP. The amount due for income tax withholding will be deducted from your next paycheck(s) after each Purchase Date. Presently, there is no social tax payable related to the purchase of LSI Logic common stock under the IESPP. If the laws of China change, you will be required to reimburse your Employer Subsidiary for any social tax withholding payable in respect of the purchase of LSI Logic common stock under the IESPP. LSI LOGIC CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP) COUNTRY ADDENDUM (FRANCE) TAX CONSEQUENCES The following summarizes the likely tax consequences related to participation in the IESPP. It is not intended as tax advice or as a definitive or complete description of such tax consequences. Actual tax consequences may vary depending upon your individual circumstances; therefore, you are strongly advised to consult your own independent tax advisor regarding tax consequences of participation in the IESPP. Employee contributions to the IESPP are not excluded from your reported income and are not deductible. THE IESPP IS NOT A QUALIFIED PLAN UNDER FRENCH LAW. Your purchase of LSI Logic common stock under the IESPP will be treated as a taxable event giving rise to taxable income equal on the difference between the fair market value of LSI Logic common stock on the date of purchase and the purchase price actually paid under the IESPP (the "Spread"). Both employer and employee social insurance contributions will also have to be paid on the Spread. (See WITHHOLDING/SOCIAL INSURANCE, below.) In addition, a taxable event occurs when you sell LSI Logic common stock purchased under the IESPP. On such sale, if there is a difference between the price of LSI Logic common stock on the date of sale and the fair market value on the date of purchase under the IESPP, such sale will give rise to taxable gain or loss, as the case may be. Consult your individual tax advisor regarding the proper tax treatment of gains or losses arising from such sales. Your participation in the IESPP will be reported to the French taxing authorities. WITHHOLDING/SOCIAL INSURANCE You will be required to reimburse your Employer Subsidiary for any employee social insurance contributions payable in respect of the purchase of LSI Logic common stock under the IESPP. The amount due for your employee social insurance contributions will be deducted from your next paycheck(s) after the end of each Purchase Period. Presently, there is no income tax withholding payable related to the purchase of LSI Logic common stock under the IESPP. If the laws of France change, you will be required to reimburse your Employer Subsidiary for any income tax withholding payable in respect of the purchase of LSI Logic common stock under the IESPP. LSI LOGIC CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP) COUNTRY ADDENDUM (GERMANY) TAX CONSEQUENCES The following summarizes the likely tax consequences related to participation in the IESPP. It is not intended as tax advice or as a definitive or complete description of such tax consequences. Actual tax consequences may vary depending upon your individual circumstances; therefore, you are strongly advised to consult your own independent tax advisor regarding tax consequences of participation in the IESPP. Employee contributions to the IESPP are not excluded from your reported income and are not deductible. Your purchase of LSI Logic common stock under the IESPP will be treated as a taxable event giving rise to taxable income equal to the difference between the fair market value of LSI Logic common stock on the date of purchase and the purchase price actually paid under the IESPP (the "Spread"). Such taxable income is subject to income tax withholding. In addition, both employer and employee social insurance contributions will have to be paid on the Spread. (See WITHHOLDING/SOCIAL INSURANCE, below.) In addition, a taxable event may occur when you sell LSI Logic common stock purchased under the IESPP. Depending on the length of time you have held LSI Logic common stock, if there is a difference between the price of LSI Logic common stock on the date of sale and the fair market value on the date of purchase under the IESPP, such sale may give rise to taxable gain or loss, as the case may be. Consult your individual tax advisor regarding the proper tax treatment of gains or losses arising from such sales. Your participation in the IESPP will be reported to the German taxing authorities. WITHHOLDING/SOCIAL INSURANCE You will be required to reimburse your Employer Subsidiary for any income tax withholding and any employee social insurance contributions payable in respect of the purchase of LSI Logic common stock under the IESPP. The amount due for your income tax withholding and employee social insurance contributions will be deducted from your next paycheck(s) after the end of each Purchase Period. LSI LOGIC CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP) COUNTRY ADDENDUM (HONG KONG) TAX CONSEQUENCES The following summarizes the likely tax consequences related to participation in the IESPP. It is not intended as tax advice or as a definitive or complete description of such tax consequences. Actual tax consequences may vary depending upon your individual circumstances; therefore, you are strongly advised to consult your own independent tax advisor regarding tax consequences of participation in the IESPP. Employee contributions to the IESPP are not excluded from your reported income and are not deductible. Your purchase of LSI Logic common stock under the IESPP will be treated as a taxable event giving rise to taxable income equal to the difference between the fair market value of LSI Logic common stock on the date of purchase and the purchase price actually paid under the IESPP (the "Spread"). Under Hong Kong law, your sale of LSI Logic common stock purchased under the IESPP does not give rise to a taxable event. Consult your individual tax advisor regarding the proper tax treatment of gain or loss arising from such sales. Your participation in the IESPP will be reported to the Hong Kong taxing authorities. WITHHOLDING/SOCIAL INSURANCE Presently, there is no income tax withholding or employee social insurance contributions payable in respect to the purchase of LSI Logic common stock under the IESPP. If the laws of Hong Kong change, you will be required to reimburse your Employer Subsidiary for any income tax withholding and employee social insurance contributions paid on your purchase of LSI Logic common stock under the IESPP. LSI LOGIC CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP) COUNTRY ADDENDUM (ITALY) TAX CONSEQUENCES The following summarizes the likely tax consequences related to participation in the IESPP. It is not intended as tax advice or as a definitive or complete description of such tax consequences. Actual tax consequences may vary depending upon your individual circumstances; therefore, you are strongly advised to consult your own independent tax advisor regarding tax consequences of participation in the IESPP. Employee contributions to the IESPP are not excluded from your reported income and are not deductible. Your purchase of LSI Logic common stock under the IESPP will be treated as a taxable event giving rise to taxable income equal to the difference between the fair market value of LSI Logic common stock on the date of purchase, as calculated according to the new rules introduced by law n.505 on December 23, 1999, and the purchase price actually paid under the IESPP. In addition, a taxable event occurs when you sell LSI Logic common stock purchased under the IESPP. On such sale, if there is a difference between the price of LSI Logic common stock on the date of sale and the fair market value on the date of purchase under the IESPP, such sale will give rise to taxable gain or loss, as the case may be. Consult your individual tax advisor regarding the proper tax treatment of gains or losses arising from such sales. Taxable income earned by you in the IESPP will be reported to the Italian taxing authorities. WITHHOLDING/SOCIAL INSURANCE As a result of law n.505 that was introduced on December 23, 1999, you will be required to reimburse your Employer Subsidiary for any income tax withholding and any employee social insurance contributions payable in respect of the purchase of LSI Logic common stock under the IESPP. The amount due for employee social insurance contributions and income tax withholding will be deducted from your next paycheck(s) after the end of each Purchase Period. LSI LOGIC CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP) COUNTRY ADDENDUM (JAPAN) DIRECT DEPOSITS INTO EMPLOYEE ACCOUNTS An interest bearing bank account will be set up at a Japanese bank (the "Employee IESPP Bank Account") for each employee of LSI Logic's Japanese Employer Subsidiaries (LSI Logic Japan Semiconductor, LSI Logic K.K. and the Japan Branch of LSI Logic International Services, Inc.) who submits a subscription agreement to participate in the IESPP. Payroll deductions for the amount contributed to the IESPP will be deposited into such Employee IESPP Bank Account. On each Purchase Date funds in the Employee IESPP Bank Account (excluding interest) will be used to purchase LSI Logic common stock at the Purchase Price calculated in accordance with the IESPP. You may not withdraw funds from the Employee IESPP Bank Account at any time and you will not be able to deposit any other funds in the Employee IESPP Bank Account. On withdrawal from the IESPP you will receive the total amount deposited in your Employee IESPP Bank Account, including any interest accumulated. TAX CONSEQUENCES The following summarizes the likely tax consequences related to participation in the IESPP. It is not intended as tax advice or as a definitive or complete description of such tax consequences. Actual tax consequences may vary depending upon your individual circumstances; therefore, you are strongly advised to consult your own independent tax advisor regarding tax consequences of participation in the IESPP. Funds deposited to Employee Bank Accounts under the IESPP are not excluded from your reported income and are not deductible. Your purchase of LSI Logic common stock will be treated as a taxable event giving rise to "employment income" equal to the difference between the fair market value of LSI Logic common stock on the date of purchase and the purchase price actually paid under the IESPP. This employment income will be taxed at the applicable marginal tax rate and will be reported to the Japanese taxing authorities. In addition, a taxable event occurs when you sell LSI Logic common stock purchased under the IESPP. On such sale, if there is a difference between the price of LSI Logic common stock on the date of sale and the fair market value on the date of purchase under the IESPP, such sale will give rise to taxable gain or loss, as the case may be. Consult your individual tax advisor regarding the calculation of taxable gains or losses arising out of such sales. WITHHOLDING/SOCIAL INSURANCE Presently, there is no income tax withholding or employee social insurance contributions payable in respect of the purchase of LSI Logic common stock under the IESPP. If Japanese laws change, you will be required to reimburse your Employer Subsidiary for any income tax withholding and any employee social insurance contributions paid on the purchase of LSI Logic common stock under the IESPP. LSI LOGIC CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP) COUNTRY ADDENDUM (KOREA) TAX CONSEQUENCES The following summarizes the likely tax consequences related to participation in the IESPP. It is not intended as tax advice or as a definitive or complete description of such tax consequences. Actual tax consequences may vary depending upon your individual circumstances; therefore, you are strongly advised to consult your own independent tax advisor regarding tax consequences of participation in the International Purchase Plan. Employee contributions to the IESPP are not excluded from your reported income and are not deductible. Your purchase of LSI Logic common stock under the IESPP will be treated as a taxable event giving rise to taxable income equal to the difference between the fair market value of the LSI Logic common stock on the date of purchase and the purchase price actually paid under the IESPP (the "Spread"). Both employer and employee social insurance contributions will also have to be paid on the Spread. (See WITHHOLDING/SOCIAL INSURANCE, below.) In addition, a taxable event occurs when you sell LSI Logic common stock purchased under the IESPP. On such sale, if there is a difference between the price of the LSI Logic common stock on the date of sale and the fair market value on the date of purchase under the IESPP, such sale will give rise to taxable gain or loss, as the case may be. Consult your individual tax advisor regarding the proper tax treatment of gains or losses arising from such sales. Participation in the IESPP will be reported to the Korean taxing authorities. WITHHOLDING/SOCIAL INSURANCE You will be required to reimburse your Employer Subsidiary for any employee social insurance contributions payable in respect of the purchase of LSI Logic common stock under the IESPP. The amount due for employee social insurance contributions will be deducted from your next paycheck(s) after each Purchase Date. Presently, there is no income tax withholding payable on the purchase of LSI Logic common stock under the IESPP. If the laws of Korea change, you shall be required to reimburse your Employer Subsidiary for any income tax withholding paid on the purchase of LSI Logic common stock under the IESPP. LSI LOGIC CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP) COUNTRY ADDENDUM (MALAYSIA) TAX CONSEQUENCES The following summarizes the likely tax consequences related to participation in the IESPP. It is not intended as tax advice or as a definitive or complete description of such tax consequences. Actual tax consequences may vary depending upon your individual circumstances; therefore, you are strongly advised to consult your own independent tax advisor regarding tax consequences of participation in the IESPP. Employee contributions to the IESPP are not excluded from your reported income and are not deductible. Your participation in the IESPP will be reported to the Malaysia taxing authorities. Stock purchase rights granted to an employee under the IESPP are taxable on the date of grant, which is the start of an Offering Period or a Purchase Period. The taxable income will be equal to the difference between the fair market value of LSI Logic common stock on the date of purchase and the purchase price paid under the IESPP (the "Spread"). Under Malaysia law presently, sale of LSI Logic common stock purchased under the IESPP does not give rise to a taxable event. Consult your individual tax advisor regarding the proper tax treatment of gains or losses arising from such sales. WITHHOLDING/SOCIAL INSURANCE Income in the amount of the Spread will be subject to income tax withholding and employee social insurance contributions will be payable in respect of the purchase of LSI Logic common stock under the IESPP. OBTAINING ADDITIONAL INFORMATION A copy of the Annual Report of LSI Logic Corporation will be made available for your inspection at the following addresses to enable you to make informed decisions relating to the grant of shares of LSI Logic's common stock under the IESPP: Phase 4, Bayan Lepas Free Trade Zone, 11900 Penang, Malaysia. EMPLOYEE DATA PRIVACY By participating in the IESPP, you (i) authorize LSI Logic and your Employer Subsidiary and any agent of LSI Logic administering the IESPP or providing the IESPP with recording keeping services to disclose to LSI Logic or any of its affiliates such information and data as LSI Logic shall request in order to facilitate the administration of the IESPP or your participation in the IESPP; (ii) waive any data privacy rights you may have with respect to such information; and (iii) authorize LSI Logic and any such agent to store and transmit such information in electronic form. LSI LOGIC CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP) COUNTRY ADDENDUM (NETHERLANDS) TAX CONSEQUENCES The following summarizes the likely tax consequences related to participation in the IESPP. It is not intended as tax advice or as a definitive or complete description of such tax consequences. Actual tax consequences may vary depending upon your individual circumstances; therefore, you are strongly advised to consult your own independent tax advisor regarding tax consequences of participation in the IESPP. Employee contributions to the IESPP are not excluded from your reported income and are not deductible. Your purchase of LSI Logic common stock under the IESPP will be treated as a taxable event giving rise to taxable income equal to the difference between the fair market value of LSI Logic common stock on the date of purchase and the purchase price actually paid under the IESPP (the "Spread"). Such taxable income is subject to income tax withholding. In addition, both employer and employee social insurance contributions will have to be paid on the Spread. (See WITHHOLDING/SOCIAL INSURANCE, below.) Under current Dutch law, there is not a taxable event when you sell LSI Logic common stock purchased under the IESPP. However, an exception may exist that would require you to be taxed on the gain recognized upon the sale of LSI Logic common stock in certain circumstances. Consult your individual tax advisor regarding the proper tax treatment of gains or losses arising from such sales. Your participation in the IESPP will be reported to the Dutch taxing authorities. WITHHOLDING/SOCIAL INSURANCE You will be required to reimburse your Employer Subsidiary for any income tax withholding and any employee social insurance contributions payable in respect of the purchase of LSI Logic common stock under the IESPP. The amount due for employee social insurance contributions and income tax withholding will be deducted from your next paycheck(s) after the end of each Purchase Period. LSI LOGIC CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP) COUNTRY ADDENDUM (PHILIPPINES) TAX CONSEQUENCES The following summarizes the likely tax consequences related to participation in the IESPP. It is not intended as tax advice or as a definitive or complete description of such tax consequences. Actual tax consequences may vary depending upon your individual circumstances; therefore, you are strongly advised to consult your own independent tax advisor regarding tax consequences of participation in the IESPP. Employee contributions to the IESPP are not excluded from your reported income and are not deductible. Your purchase of LSI Logic common stock under the IESPP will be treated as a taxable event giving rise to taxable income equal to the difference between the fair market value of LSI Logic common stock on the date of purchase and the purchase price actually paid under the IESPP (the "Spread"). Income tax withholding will have to be due on the Spread. Additionally, employer and employee social insurance contributions will have to be paid if you have not reached the monthly base salary amount subject to social insurance contributions. (See WITHHOLDING/SOCIAL INSURANCE, below.) In addition, a taxable event occurs when you sell LSI Logic common stock purchased under the IESPP. On such sale, if there is a difference between the sales price of LSI Logic common stock on the date of sale and the fair market value on the date of purchase under the IESPP, such sale will give rise to taxable gain or loss, as the case may be. The taxable amount will depend on the length of time you have held the LSI Logic common stock. Consult your individual tax advisor regarding the proper tax treatment of gains or losses arising from such sales. Your participation in the IESPP will be reported to the Philippine taxing authorities. WITHHOLDING/SOCIAL INSURANCE You will be required to reimburse your Employer Subsidiary for any income tax withholding and any employee social insurance contributions payable in respect of the purchase of LSI Logic common stock under the IESPP. The amount due for employee social insurance contributions and income tax withholding will be deducted from your next paycheck(s) after each Purchase Period. LSI LOGIC CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP) COUNTRY ADDENDUM (SINGAPORE) TAX CONSEQUENCES The following summarizes the likely tax consequences related to participation in the IESPP. It is not intended as tax advice or as a definitive or complete description of such tax consequences. Actual tax consequences may vary depending upon your individual circumstances; therefore, you are strongly advised to consult your own independent tax advisor regarding tax consequences of participation in the IESPP. Employee contributions to the IESPP are not excluded from your reported income and are not deductible. Your purchase of LSI Logic common stock under the IESPP will be treated as a taxable event giving rise to taxable income equal to the difference between the fair market value of the LSI Logic common stock on the date of purchase and the purchase price actually paid under the IESPP. Under Singapore law presently, your sale of LSI Logic common stock purchased under the IESPP does not give rise to a taxable event. Your participation in the IESPP will be reported to the Singapore taxing authorities. WITHHOLDING/SOCIAL INSURANCE Presently, there is no income tax withholding or employee social insurance contributions payable in respect of the purchase of LSI Logic common stock under the IESPP. If the laws of Singapore change, you will be required to reimburse your Employer Subsidiary for any income tax withholding and any employee social insurance contributions paid on the purchase of LSI Logic common stock under the IESPP. LSI LOGIC CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP) COUNTRY ADDENDUM (SWEDEN) TAX CONSEQUENCES The following summarizes the likely tax consequences related to participation in the IESPP. It is not intended as tax advice or as a definitive or complete description of such tax consequences. Actual tax consequences may vary depending upon your individual circumstances; therefore, you are strongly advised to consult your own independent tax advisor regarding tax consequences of participation in the IESPP. Employee contributions to the IESPP are not excluded from your reported income and are not deductible. Your purchase of LSI Logic common stock under the IESPP will be treated as a taxable event giving rise to taxable income equal to the difference between the fair market value of the LSI Logic common stock on the date of purchase and the purchase price actually paid under the IESPP (the "Spread"). Such taxable income is subject to income tax withholding. In addition, both employer and employee social tax contributions will have to be paid on the Spread if you have not reached the annual base salary amount subject to social tax. (See WITHHOLDING/SOCIAL TAX, below.) In addition, a taxable event occurs when you sell LSI Logic common stock purchased under the IESPP. On such sale, if there is a difference between the sales price of the LSI Logic common stock on the date of sale and the fair market value on the date of purchase under the IESPP, such sale will give rise to taxable gain or loss, as the case may be. Consult your individual tax advisor regarding the proper tax treatment of gains or losses arising from such sales. Your participation in the IESPP may be reported to the Swedish taxing authorities. WITHHOLDING/SOCIAL TAX You will be required to reimburse your Employer Subsidiary for any income tax withholding and any employee social tax contributions payable in respect of participation in the IESPP. The amount due for income tax withholding and employee social tax contributions will be deducted from your next paycheck(s) after each Purchase Date. LSI LOGIC CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP) COUNTRY ADDENDUM (TAIWAN) TAX CONSEQUENCES The following summarizes the likely tax consequences related to participation in the IESPP. It is not intended as tax advice or as a definitive or complete description of such tax consequences. Actual tax consequences may vary depending upon your individual circumstances, therefore, you are strongly advised to consult your own independent tax advisor regarding tax consequences of participation in the IESPP. Employee contributions to the IESPP are not excluded from reported income of the employee and are not deductible. Your purchase of LSI Logic common stock will not be treated as a taxable event under current Taiwan law. Under Taiwan law presently, your sale of the LSI Logic common stock purchased under the IESPP should not give rise to a taxable event as the income would be regarded as foreign sourced income because the stock would be sold outside Taiwan. Consult your individual tax advisor regarding the proper tax treatment of gains or losses arising from such sales. WITHHOLDING/SOCIAL INSURANCE Presently, there are no income tax withholding or employee social insurance contributions payable in respect of the purchase of LSI Logic common stock under the IESPP. If the laws of Taiwan change, you will be required to reimburse your Employer Subsidiary for any income tax withholding and any employee social insurance contributions payable in respect of the purchase of LSI Logic common stock under the IESPP. LSI LOGIC CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP) COUNTRY ADDENDUM (UNITED KINGDOM) TAX CONSEQUENCES The following summarizes the likely tax consequences related to participation in the IESPP. It is not intended as tax advice or as a definitive or complete description of such tax consequences. Actual tax consequences may vary depending upon your individual circumstances; therefore, you are strongly advised to consult your own independent tax advisor regarding tax consequences of participation in the IESPP. Employee contributions to the IESPP are not excluded from reported income of the employee and are not deductible. THE IESPP IS NOT AN APPROVED PLAN UNDER UNITED KINGDOM LAW. Your purchase of LSI Logic common stock under the IESPP will be treated as a taxable event giving rise to taxable income equal to the difference between the fair market value of the LSI Logic common stock on the date of purchase and the purchase price actually paid under the IESPP (the "Spread"). Taxable income is subject to income tax withholding. In addition, both employer and employee social insurance contributions will have to be paid on the Spread. Employee's contributions are capped at a set salary level. (See WITHHOLDING/SOCIAL INSURANCE below) In addition, a taxable event occurs when you sell LSI Logic common stock purchased under the IESPP. On such sale, if there is a difference between the price of the LSI Logic common stock on the date of sale and the fair market value on the date of purchase under the IESPP, such sale will give rise to taxable gain or loss, as the case may be. Consult your individual tax advisor regarding the proper tax treatment of gains or losses arising from such sales. Your participation in the IESPP will be reported to the U.K. taxing authorities. WITHHOLDING/SOCIAL INSURANCE You will be required to reimburse your Employer Subsidiary for any income tax withholding and any employee social insurance contributions payable in respect of the purchase of LSI Logic common stock under the IESPP. The amount due for employee social insurance contributions and income tax withholding will be deducted from your next paycheck(s) after each Purchase Date. EX-5.1 4 f84120exv5w1.txt EXHIBIT 5.1 Exhibit 5.1 August 27, 2002 LSI Logic Corporation 1551 McCarthy Blvd. Milpitas, CA 95035 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have acted as counsel to LSI Logic Corporation, a Delaware corporation (the "Company" or "you") and have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by you with the Securities and Exchange Commission on or about August 27, 2002 in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 1,000,000 shares of your Common Stock (the "Shares"), reserved for issuance under the LSI Logic Corporation International Employee Stock Purchase Plan (the "IESPP"). As your legal counsel, we have examined the Restated Certificate of Incorporation and Bylaws of the Company, the IESPP and such other documents of the Company as we have deemed necessary or appropriate for the purposes of expressing an opinion, and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the IESPP. It is our opinion that, upon completion of the proceedings to be taken prior to issuance of the Shares, the Shares, when issued and sold in the manner referred to in the IESPP and the agreements which accompany the IESPP, in accordance with the Restated Certificate of Incorporation, will be validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and any amendments thereto. Sincerely, /s/ WILSON SONSINI GOODRICH & ROSATI WILSON SONSINI GOODRICH & ROSATI Professional Corporation EX-23.1 5 f84120exv23w1.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the registration statement on Form S-8 pertaining to the LSI Logic Corporation International Employee Stock Purchase Plan Restated of our report dated January 23, 2002, which is included in LSI Logic Corporation's Annual Report on Form 10-K for the year ended December 31, 2001. /s/ Pricewaterhouse Coopers LLP Pricewaterhouse Coopers LLP August 27, 2002 San Jose, California -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.4

                                                                     Exhibit 4.4





                                  INTERNATIONAL
                                 EMPLOYEE STOCK
                                  PURCHASE PLAN



                              LSI LOGIC CORPORATION

                                  PLAN DOCUMENT
                           REVISION DATE: AUGUST 2002



================================================================================

THIS INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN MUST BE READ TOGETHER WITH THE
COUNTRY ADDENDUM FOR THE COUNTRY IN WHICH YOU ARE EMPLOYED. WHERE TERMS OF THE
COUNTRY ADDENDUM ARE INCONSISTENT WITH THOSE STATED IN THIS DOCUMENT, THE TERMS
OF THE COUNTRY ADDENDUM SHALL GOVERN.

================================================================================



                                TABLE OF CONTENTS

INTRODUCTION
ELIGIBILITY
Who May Participate
ENROLLMENT
Enrolling in the IESPP
HOW THE PLAN WORKS
Offering Period/Purchase Period
Purchase Date/Purchase Price
Determination of Fair Market Value
Examples
Automatic Re-Enrollment in Subsequent Offering Period
Automatic Early Transfer to a New Offering Period
Payroll Deductions
Exchange Rate
Confirm IESPP Changes and Enrollment
Limitations on Shares You May Purchase
Use of Excess Funds
Changing Your Contribution Level
E*TRADE OptionsLink Account
Activating Your E*TRADE OptionsLink and E*TRADE Brokerage Account
Deposit of Shares
Sale of Shares
Account Records
Report of Sales to LSI Logic
Employee Stock Purchase Transmittals
Withdrawing from the IESPP
Termination of Plan Participation/Participation While on a Leave of Absence
Designating Your Beneficiary
Nonassignability
Administration of the IESPP
Amendment and Termination of the IESPP
Capital Changes
Conditions upon Issuance of Company Common Stock
Designation of Employer Subsidiaries and Country Addenda
Third Party Fiduciaries
Notices
TAX CONSEQUENCES
Tax Implications of Purchasing and Selling Your Stock
Withholding and Employee-Paid Social Insurance
OTHER INFORMATION
Obtaining Additional Information



                                  INTRODUCTION


The Board of Directors of LSI Logic Corporation (the "Company") has adopted the
International Employee Stock Purchase Plan (the "IESPP") in order to provide
employees of designated LSI Logic subsidiaries with the opportunity to purchase
common stock of the Company at a below current market price through convenient
payroll deductions. If you decide to participate in the Plan, you can set aside
from 1% to 15% of your eligible compensation which will then be used to purchase
stock for you twice a year. Participation in the IESPP is voluntary.

As used in this IESPP, "Company Board" means the Board of Directors of the LSI
Logic Corporation. "Employer Subsidiary" means those subsidiaries of the Company
that have been designated by the Company as participants in the IESPP.

IMPORTANT NOTE:

An effort has been made to have the terms of the IESPP apply to all IESPP
participants regardless of the country in which the participant is employed.
Notwithstanding that effort, certain different or additional terms may apply for
the IESPP as it applies to the country in which you are employed to accommodate
local requirements. Those terms are set forth in the Country Addendum.
Therefore, this document must be read together with the Country Addendum that
applies to your Employer Subsidiary. Where terms of your Country Addendum are
different from those stated in this document, the terms of the Country Addendum
shall apply.

This IESPP, together with the Country Addendum, if any, constitute part of a
prospectus covering securities that have been registered in the United States
under the Securities Act of 1933.



                                   ELIGIBILITY


WHO MAY PARTICIPATE

You qualify to participate in the IESPP if all of the following are true:

- -   You are working as a regular employee of an Employer Subsidiary.

- -   You are regularly scheduled by an Employer Subsidiary to work for more than
    20 hours per week and more than five months in each calendar year.

- -   You do not own five percent or more of the total combined voting power or
    value of all classes of stock of the Company or of any subsidiary of the
    Company, and

Temporary employees and independent contractors providing services to the
Company are not eligible to participate, regardless of the length of such
service.

Participation in the Plan does not create a contract for employment or limit in
any way the right of the Company to terminate the participant's employment at
any time, with or without cause, or confer on a participant any right to
continue in the employ of the Company.



                                   ENROLLMENT


ENROLLING IN THE IESPP

An eligible employee may become a participant in the IESPP by completing the
attached IESPP Subscription Agreement authorizing payroll deductions and
submitting it to your local Human Resource representative prior to an Enrollment
Date.

There are two Enrollment Dates each calendar year: May 15 and November 15.

Open enrollment is held during April and October before each Enrollment Date.

You must submit a completed IESPP Subscription Agreement during Open Enrollment
in order to participate as of the next Enrollment Date if:

    -   You are a new participant,

    -   You are enrolling following a period of non-participation.


Your payroll deductions begin with the first payroll after the Enrollment Date.

IF YOU MISS THE DEADLINE FOR ENROLLING, YOU MUST WAIT UNTIL THE NEXT OPEN
ENROLLMENT TO ENROLL IN THE IESPP.



                               HOW THE PLAN WORKS

OFFERING PERIOD/PURCHASE PERIOD

An Offering Period lasts for 12 months unless you:

     -  withdraw

     -  cease to be an Eligible Employee, or

     -  are automatically transferred to a new Offering Period.

Each 12-month Offering Period consists of two consecutive Purchase Periods of
six months each. Offering Periods begin either on May 15 or November 15.

PURCHASE DATE/PURCHASE PRICE
A Purchase Date is the last trading day of each Purchase Period within an
Offering Period. The Purchase Dates will be the last trading day on or before
May 14 or November 14. On each Purchase Date your payroll deductions accumulated
during the Purchase Period are used to automatically purchase the maximum number
of whole shares of Company common stock that you are entitled to purchase under
the IESPP.

The Purchase Price you will pay for the stock purchased under the IESPP is equal
to THE LOWER OF:

- -   85% of the fair market value of the Company common stock on the Enrollment
    Date; or

- -   85% of the fair market value of the Company common stock on the Purchase
    Date.

DETERMINATION OF FAIR MARKET VALUE

The fair market value of the Company stock on a particular date is the closing
price of the stock on the New York Stock Exchange on that date in the United
States, as reported in the Wall Street Journal. However, if a closing price is
not available for a particular date, then the fair market value to be used for
that date will be the previous business day's closing stock price. For example,
if the Enrollment date falls on a Saturday, the closing price of the stock on
the preceding Friday (or on the next preceding NYSE trading day, if that Friday
is not a business day) would be the fair market value on the Enrollment Date.



EXAMPLES

The examples in this booklet are intended as illustrations only and are not
based on any actual or predicted value or performance of Company common stock.


        FAIR MARKET VALUE HIGHER ON PURCHASE DATE THAN ON ENROLLMENT DATE


Let's assume that the fair market value of Company common stock was US$8.00 per
share on the Enrollment Date. Assume that on a future Purchase Date in the
Offering Period, the fair market value of the common stock had risen to US$10.00
per share.

           As illustrated below, your Purchase Price would be US$6.80:

                      ------------------------------------
                                  THE LOWER OF:

                            85% x US$8.00= US$6.80 or
                             85% x US$10.00= US$8.50

                         Your Purchase Price is US$6.80
                      ------------------------------------


      FAIR MARKET VALUE LOWER ON PURCHASE DATE THAN ON THE ENROLLMENT DATE

Let's assume that the fair market value of Company common stock was US$8.00 per
share on the Enrollment Date. Assume that six months later the fair market value
of the Company common stock had decreased and the closing price of the stock on
the New York Stock Exchange on the Purchase Date was US$7.00 per share.

           As illustrated below, your Purchase Price would be US$5.95.

                      ------------------------------------
                                  THE LOWER OF:

                            85% x US$8.00= US$6.80 or
                             85% x US$7.00= US$5.95

                         Your Purchase Price is US$5.95
                      ------------------------------------



AUTOMATIC RE-ENROLLMENT IN SUBSEQUENT OFFERING PERIOD

A new Offering Period begins each May 15 and November 15; however, you may be
enrolled in only one Offering Period at a time. Once you have completed an IESPP
Subscription Agreement authorizing payroll deductions to initially enroll in the
IESPP, you will be re-enrolled automatically as a participant in future Offering
Periods when an Offering Period in which you are currently enrolled ends UNLESS:

     -  You withdraw from participation

     -  Your employment terminates

     -  You become otherwise ineligible to participate in the IESPP, or your
        participation has terminated for any other reason

     -  Your Employer Subsidiary withdraws from the IESPP

     -  The IESPP terminates

AUTOMATIC EARLY TRANSFER TO A NEW OFFERING PERIOD

If the fair market value of the Company common stock is lower on a Purchase Date
than it was on the Enrollment Date, you are automatically withdrawn from that
Offering Period immediately after you purchase shares on such Purchase Date and
automatically re-enrolled in the next Offering Period. The effect of this is to
automatically begin a new 12-month Offering Period.

For example, in the second example described above, the fair market value on the
Enrollment Date was US$8.00, but had declined to US$7.00 on the Purchase Date.
Regardless of where you are in the current 12-month Offering Period, you would
be automatically withdrawn from that Offering Period following your purchase of
shares and re-enrolled in the next Offering Period.

Your payroll deductions will continue at the same rate during the new Offering
Period as in the prior Offering Period unless you instruct your local Human
Resource representative otherwise by submitting an ESPP Change Form within the
deadlines.



PAYROLL DEDUCTIONS

You may contribute from 1% to 15% of your eligible compensation to the IESPP.
The percentage you deduct must be expressed in whole numbers. For purposes of
the IESPP, your eligible compensation includes all regular and recurring
straight time earnings, payments for overtime, shift premium, incentive
compensation, incentive payments, bonuses, commissions, but exclusive of other
compensation. Unless otherwise expressly provided in your Company Addendum,
eligible compensation EXCLUDES:

    -   car allowances

    -   transportation allowances

    -   housing allowances

    -   dependent allowances

    -   one-time incentive payments

    -   one-time recognition awards (dinner for two, bravo & winners circle
        awards, and cash substitute)

    -   disability pay (other than short-term salary continuation)

    -   other compensation

Unless otherwise required under the laws of your country, all payroll deductions
contributed by IESPP participants will be held by the Company or the Employer
Subsidiary's in its general fund until such time as the stock is purchased.
There are no restrictions on the Company's or Employer Subsidiary's use of such
accumulated payroll deductions.

Stock deductions calculated on retroactive pay adjustments, will be included in
the purchase period when the retroactive adjustment is paid.

CONFIRM IESPP CHANGES AND ENROLLMENT

It is your responsibility to review your first paycheck after the effective date
of change or an initial enrollment to make sure your instructions were carried
out.

If you have a problem with any IESPP change or enrollment you must notify Stock
Administration no later than 45 days from the beginning of the Offering Period
and provide your original fax confirmation from your requested change or
enrollment. For the November 15th Offering Period, the last day to notify Stock
Administration of any IESPP change or enrollment problems is December 31st. For
the May 15th Offering Period, the last day to notify Stock Administration of any
IESPP change or enrollment problems is June 30th.



EXCHANGE RATE

The exchange rate used for calculating the number of shares of stock to be
purchased with your payroll deductions is the NYSE Composite exchange rate
reported by Bloomberg Financial System using the closing rate on the last
Wednesday of the fiscal month ending closest to the Purchase Date.

LIMITATIONS ON SHARES YOU MAY PURCHASE

On each Enrollment Date of each Offering Period, each eligible Employee
participating in such Offering Period shall be granted an option to purchase on
each Exercise Date during such Offering Period (at the applicable Purchase
Price) up to a number of full shares of the Company's Common Stock determined by
dividing such Employee's payroll deductions accumulated prior to such Exercise
Date and retained in the Employee's account as of the Exercise Date by the
applicable Purchase Price; provided that in no event shall an Employee be
permitted to purchase more than 1,500 shares in each Purchase Period within
Offering Periods commencing in the year 2001, provided further that such
purchase shall be subject to the limitations set forth below. The Board may, for
future Offering Periods, increase or decrease, in its absolute discretion, the
maximum number of shares of the Company's Common Stock an Employee may purchase
during each Purchase Period of such Offering Period.

No employee will be permitted to purchase shares under the IESPP, if,
immediately after enrollment, the employee would own five percent or more of the
total combined voting stock of LSI Logic or of any subsidiary of LSI Logic
(including stock which may be purchased through the IESPP or pursuant to stock
options).

No employee will be permitted to purchase shares under the IESPP or any other
employee stock purchase plans of LSI Logic or its subsidiaries having a value of
more than $25,000 (determined using the fair market value of the shares on such
employee's Enrollment Date) in any calendar year. This means that your annual
payroll contributions cannot exceed US$21,250.

The Company Board initially reserved 300,000 shares of Company common stock for
purchase by all participants under the IESPP, then increased that amount by an
additional 300,000 shares in March 1999, those shares were adjusted for the
stock split in February 2000, then increased that amount by 1,000,000 in August
2000. The Company Board increased the reserve by another 1,000,000 in August
2002 for a total reserve of 3,200,000 shares (adjusted for stock splits). If the
total number of shares to be purchased on any Purchase Date exceeds the
remaining reserved shares then available under the IESPP, a pro rata allocation
of the available Company common stock will be made among the participants, and
the IESPP will terminate unless additional Company common stock are added to the
IESPP.

Additional limitations on the number of shares of Company common stock that an
employee may purchase apply for employees of certain Employer Subsidiaries.
Please refer to the applicable Country Addendum.


USE OF EXCESS FUNDS

Any contributions remaining in your account after the purchase has been made for
the current Purchase Date that are not sufficient to purchase a full share, or
exceed the amount required to purchase 1,500 shares, will be held in your
account and applied to the purchase of stock on the next Purchase Date within
the Offering Period



in which you are enrolled or the next Offering Period in which you will be
enrolled automatically as authorized by your IESPP Subscription Agreement. All
contributions held in your account are held without accrual of interest, unless
otherwise required under the laws of your country.


CHANGING YOUR CONTRIBUTION LEVEL

Once you are enrolled in the IESPP, you may reduce your contributions to a lower
level (but not below 1% of your eligible compensation) at any time. Reducing
your contribution level does not change your Purchase Price. To reduce your
contribution level, complete an ESPP Change Form and submit to your local Human
Resource representative showing the change in contribution level.

You may also increase your contribution level to a maximum of 15%. Increases in
your contribution level are only effective as of the beginning of a Purchase
Period. Increasing your contribution level does not change your Purchase Price.
To increase your contribution level, submit an ESPP Change Form to your local
Human Resource representative at least two weeks before the next Purchase Period
begins showing the change in contribution level.

The ESPP Change Form is available on the Stock Administration web site under
Planet LSI.


E*TRADE OPTIONSLINK ACCOUNT

The E*TRADE OptionsLink account is used for both the option program and the
Employee Stock Purchase Plan. For new IESPP participants, the OptionsLink
accounts are opened approximately 2 months prior to the purchase as long as you
are a current participant. E*TRADE will mail a welcome package to your home once
they receive the new account information from LSI Logic. In order to trade you
will need to complete the activation form and the form W-8BEN included in the
package and return to E*TRADE. If you have not received a welcome package and
you would like to activate your account so you can begin trading, then you can
follow the instructions below.


ACTIVATING YOUR E*TRADE OPTIONSLINK AND E*TRADE BROKERAGE ACCOUNT

In order to begin trading in your E*TRADE OptionsLink account, the account
activation form and Form W-8BEN must be completed and received by E*TRADE. The
activation form and Form W-8BEN are included in the welcome package, or you can
login to www.optionslink.com and download these forms. Your account will be
fully functional within seven business days of E*TRADE's receiving your forms.
You can also elect to activate an E*TRADE Brokerage Account. There is no fee to
activate the E*TRADE Brokerage Account. You can sell shares from your
OptionsLink account and deposit the proceeds into your brokerage account. Your
E*TRADE Brokerage Account has no minimum balance, your funds earn interest, and
you have free check-writing privileges with funds in that account.

DEPOSIT OF SHARES

Shortly after the close of each Purchase Period, LSI Logic will deposit your
purchased shares into your E*TRADE OptionsLink Account. Once your shares have
been deposited to your account, you may sell them at any time.



SALE OF SHARES

AFTER YOU HAVE ACTIVATED YOUR E*TRADE OPTIONSLINK ACCOUNT, YOU CAN LOGIN TO YOUR
ACCOUNT AT www.optionslink.com TO SELL YOUR SHARES.

OR, CALL THE INTERACTIVE VOICE RESPONSE SYSTEM AT 1-650-599-0125 FROM OUTSIDE
THE U.S.

Each IESPP purchase with sellable shares is tracked individually. You choose
which IESPP shares you want to sell in your OptionsLink account. That sale will
then be reported to LSI for disposition tracking purposes. Such sales will be
subject to commission charges at competitive rates.

There are no brokerage account fees or inactivity fees for your E*TRADE
accounts. The schedule below applies to transactions for selling shares:

                                         
       IESPP Sales                          $19.95
Additional Charges:
       Broker Assisted Sale                 $15
       Check Via Mail                       $3
       Check Via Federal Express            $20
       Wire Transfer                        $20
       Hold proceeds in E*TRADE             No Charge



These rates are effective July 5, 2000 and are subject to change without notice.

Employees have the flexibility to determine when and how they receive proceeds
from a sale:

- -   Sweep the proceeds into your E*TRADE Brokerage account (this account earns
    interest and has free check-writing capabilities)

- -   Wire Transfer

- -   Mail or Overnight a check

ACCOUNT RECORDS

E*TRADE will provide each employee with a brokerage account statement
summarizing your account activity as well as written trade confirmations on all
executed orders. If there has been activity in your account, you will receive a
statement monthly; otherwise you will receive one quarterly, provided there are
assets in the account.

REPORT OF SALES TO LSI LOGIC

E*TRADE will provide LSI Logic with monthly reporting for all IESPP sales. For
more information regarding tax consequences of sale of shares acquired under the
IESPP see the applicable Country Addendum.

EMPLOYEE STOCK PURCHASE TRANSMITTALS

Twice a year, following each Purchase Date, you will receive an Employee Stock
Purchase Transmittal,



from the Stock Administration Department at LSI Logic which will detail the
number of Company common stock purchased for you on the preceding Purchase Date,
the price paid per share and any remaining cash balance in your account.

WITHDRAWING FROM THE IESPP

You may withdraw from the IESPP at any time by submitting an ESPP Change Form to
your local Human Resource representative of your Employer Subsidiary no later
than 30 days prior to the Purchase Date. The ESPP Change Form is available on
the Stock Administration web site under Planet LSI. Your accumulated funds will
be returned to you without interest unless the laws of your country require
otherwise as soon as practicable after your notice of withdrawal has been
received and processed. After withdrawal, you may not re-enroll in the same
Offering Period, although you may enroll in future Offering Periods by
completing an IESPP Subscription Agreement and submitting it to your local Human
Resource representative during a later enrollment period.

If you re-enroll after withdrawal, your Purchase Price is determined on the
Enrollment Date of the new Offering Period.

TERMINATION OF PLAN PARTICIPATION/PARTICIPATION WHILE ON A LEAVE OF ABSENCE

Your eligibility to participate in an Offering Period under the IESPP is
dependent on your maintaining continuous status as a regular employee scheduled
to work at least 20 hours per week during the Offering Period. If the number of
hours you are scheduled to work drops below 20 hours per week, you will be
deemed to have withdrawn from the Plan.

However, generally you may continue to participate in the Plan during a leave of
absence which is approved by your Employer Subsidiary. Unless you receive
regular straight time earnings during a leave of absence you will not make
contributions to the IESPP during your leave. Contributions made to the IESPP
prior to an approved leave of absence will be used to purchase stock at the end
of the Purchase Period. Payroll deductions will resume at the time you return to
active status. If you wish to discontinue participation in the Plan you must
notify your local Human Resource representative as soon as you return to active
status.

If your employment with the Company or any of its subsidiaries terminates for
any reason prior to the last business day of the purchase period, then all
payroll deductions which you have contributed, but which have not yet been used
to purchase stock, will be returned to you without interest.

Notwithstanding the above, your transfer from one Employer Subsidiary to another
Employer Subsidiary or to the parent Company shall not alone be considered a
break in your continuous status as a regular employee. In the event of such a
transfer, however, your participation in the IESPP would be subject to the
Country Addendum applicable to your new Employer Subsidiary or to the terms of
the Company Employee Stock Purchase Plan if to the parent Company.

DESIGNATING YOUR BENEFICIARY

You may designate one or more beneficiaries in your IESPP Subscription Agreement
to receive your unused payroll deductions in the event of your death, which will
be paid without interest, unless required by local law. Unless your designated
beneficiary elects to have the payroll deductions contributed by you before your
death remain in your account until the next Purchase Date to purchase shares, in
the event of your death while you are enrolled in the IESPP your participation
will immediately cease and no shares



will be purchased for you. Your designated beneficiary will receive any shares
that have been purchased for you. You may change your beneficiary at any time by
submitting a revised IESPP Subscription Agreement to your local Human Resource
representative of your Employer Subsidiary. If no living beneficiary is
designated, payment of contributions or delivery of the share certificate, as
the case may be, will be made to your estate.

Laws governing the disposition of decedent's property vary widely from country
to country. It is highly recommended that you consult with your own independent
legal counsel to make certain that you have taken all necessary steps to ensure
that your desired disposition of undistributed Company common stock and payroll
deductions in the event of your death can be accomplished.

NONASSIGNABILITY

Unless where otherwise required under local law, none of your rights or
accumulated payroll deductions under the IESPP may be pledged, assigned,
transferred or otherwise disposed of for any reason (other than by will or the
laws of descent and distribution). Any such attempt may be treated by the
Company as an election to withdraw from the IESPP.

ADMINISTRATION OF THE IESPP

The IESPP is currently administered by the Company Board. All questions of
interpretation or application of the IESPP are determined in the sole discretion
of the Company Board (or its duly authorized committee) and its decisions are
final and binding upon all participants. Members of the Board who are eligible
employees are permitted to participate in the Plan but may not vote on any
matter affecting the administration of the Plan. No member of the Board who is
eligible to participate in the Plan may be a member of the committee appointed
by the Board to administer the Plan. No charges for administrative or other
costs may be made against the payroll deductions of a participant in the IESPP.
Members of the Board of Directors receive no additional compensation for their
services in connection with the administration of the IESPP.

Subject to such rules, procedures and instructions as may be adopted by the
Company Board, each participating Employer Subsidiary shall be responsible for
making all payroll deductions (including related withholding and social
insurance contributions) for its participating employees, for filing and
distributing all reports and disclosures that may be required under local law,
and for otherwise ensuring compliance with all applicable local laws relating to
administration of the IESPP.

AMENDMENT AND TERMINATION OF THE IESPP

The Company Board may at any time amend or terminate the IESPP or any particular
Country Addendum, or withdraw an Employer Subsidiary from the IESPP, except that
such amendment or termination will not adversely affect your participation in an
Offering Period for which you are already enrolled. Without regard to whether
any participant rights may be considered to have been "adversely affected," the
Company Board shall be entitled to change the Offering Periods, limit the
frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Company common stock for each
participant properly correspond with amounts withheld from the participant's
compensation and establish such other limitations or procedures as the Company
Board determines in its sole discretion advisable which are consistent with the
IESPP.



CAPITAL CHANGES

If the number of Company common stock outstanding is increased or decreased by
way of stock split, stock dividend or otherwise (but not including conversion of
any convertible debentures), appropriate adjustments will be made in the number
of shares subject to purchase under the IESPP and in the Purchase Price per
share.

In the event of the proposed dissolution or liquidation of the Company, the
Offering Period then in progress will terminate immediately prior to such
dissolution or liquidation unless otherwise provided by the Company Board. In
the event of the proposed sale of all or substantially all of the assets of the
Company or the merger of the Company with or into another corporation, each
participant's rights under the IESPP will be assumed or an equivalent right will
be substituted by the successor corporation, unless the Company Board
determines, in its discretion, to accelerate the Purchase Date(s) for all
current participants.

The Company Board, may also make provisions for adjusting the number of shares
subject to the IESPP and the Purchase Price per share in the event the Company
effects one or more reorganizations, recapitalizations, right's offerings or
other increases or reductions of shares of the Company's outstanding common
stock.

CONDITIONS UPON ISSUANCE OF COMPANY COMMON STOCK

Company common stock shall not be issued to you under this IESPP unless the
exercise of your option to purchase such Company common stock and the issuance
and delivery of such Company common stock pursuant thereto shall comply with all
applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the Company common stock may then
be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

DESIGNATION OF EMPLOYER SUBSIDIARIES AND COUNTRY ADDENDUM

The Company Board may designate any subsidiary of the Company as a participating
Employer Subsidiary in the IESPP. The Company Board may, in addition, modify one
or more provisions of the IESPP solely as it applies to such Employer
Subsidiary. The applicable modified Country Addendum shall be attached to the
copy of the IESPP distributed to the Eligible Employees of the applicable
Employer Subsidiary.

THIRD PARTY FIDUCIARIES

Certain countries may prohibit employees from directly owning Company common
stock purchased on their behalf under the IESPP. If local law so requires or if
the Company Board determines that distribution of proceeds could not be
accomplished without undue liability or expense to either the Company or your
Employer Subsidiary, your Employer Subsidiary may provide for maintenance of the
accounts with a third party fiduciary for your benefit. Please refer to your
applicable Country Addendum to determine whether such arrangements apply to you.

NOTICES

Any notice or other communication from you to the Company in connection with the
IESPP shall be considered properly given only if and when it is received in the
form specified by the Company at the following location:



LSI Logic Corporation
Stock Administration
1551 McCarthy Blvd.
Mail Stop D-206
Milpitas, California 95035

Any notice or other communication from you to your Employer Subsidiary in
connection with the IESPP shall be considered properly given only if and when it
is received in the form specified by the Employer Subsidiary at the location
designated in the attached Country Addendum.

The Employer Subsidiary and the Company may at any time change such notice
addresses upon prior written notice to you.



                                TAX CONSEQUENCES


TAX IMPLICATIONS OF PURCHASING AND SELLING YOUR COMPANY COMMON STOCK

THE COUNTRY ADDENDUM APPLICABLE TO YOU PROVIDES A BRIEF SUMMARY OF GENERAL RULES
REGARDING THE TAX CONSEQUENCES IN THE COUNTRY IN WHICH YOU ARE EMPLOYED. THE
COUNTRY ADDENDUM DOES NOT PURPORT TO BE A COMPLETE DESCRIPTION OF ALL TAX
IMPLICATIONS OF PARTICIPATION IN THE IESPP, NOR DOES IT PURPORT TO DISCUSS THE
INCOME TAX IMPLICATIONS OF THE IESPP UNDER THE LAWS OF EACH STATE, PROVINCE,
DISTRICT OR LOCAL GOVERNMENT IN WHICH YOU MAY RESIDE OR OTHERWISE BE SUBJECT TO
TAX.

WITHHOLDING AND EMPLOYEE-PAID SOCIAL INSURANCE

Certain countries treat as taxable compensation the excess of the fair market
value of the Company common stock on the Purchase Date over the Purchase Price.
Certain countries also treat as taxable gain some or all of the excess, if any,
of the sale price over the fair market value of the Company common stock as of
the Purchase Date. (See your applicable Country Addendum for more information.)

Some of those countries also require that the Employer Subsidiary withhold and
remit sums on behalf of the employee in respect of income taxes and/or social
insurance contributions. Any income, social or other taxes imposed on you for
the income arising from your participation in this IESPP will be your
responsibility.

The means by which this tax is satisfied will require that you pay all sums to
the Employer Subsidiary upon the purchase of Company common stock under the
IESPP, regardless of when you sell all or a portion of the Company common stock.
The attached Country Addendum will describe the mechanism by which such economic
burden is passed to you.

YOU ARE STRONGLY URGED TO CONSULT YOUR OWN TAX ADVISOR CONCERNING THE
APPLICATION OF THE VARIOUS TAX LAWS THAT MAY APPLY TO YOUR PARTICULAR SITUATION.



                                OTHER INFORMATION


OBTAINING ADDITIONAL INFORMATION

Upon written or oral request to the Company, you may obtain copies, without
charge, of any of the following documents, which are incorporated by reference:


    -   The Company's Annual Report on Form 10-K for the most recent fiscal
        year;

    -   The Company's definitive Proxy Statement for the Company's most recent
        Annual Meeting of Stockholders;

    -   The Company's Quarterly Report(s) on Form 10-Q for the quarter(s) ended
        since the end of the Company's most recent fiscal year;

    -   The description of the Company common stock contained in the Company's
        Registration Statement on Form 8-A filed with the Securities and
        Exchange Commission of August 29, 1989 and amended, and on Form 8-A/A
        filed on December 8, 1998;

    -   All documents filed by the Company pursuant to Sections 13, 14 and 15(d)
        of the Securities Exchange Act of 1934 after the date of the
        Registration Statement under which securities described herein are
        registered.

In addition, upon written or oral request to the Company, you may obtain a copy,
without charge, of the Company's most recent Annual Report to Stockholders.

Requests for any of the documents described above should be directed to:

LSI Logic Corporation
Investor Relations
1551 McCarthy Blvd.
Mail Stop D-115
Milpitas, California  95035
Phone 01 408 433 6777

For further information concerning the IESPP, contact the LSI Logic Corporation
Stock Administration Department.



                              LSI LOGIC CORPORATION
               INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP)
                                COUNTRY ADDENDUM
                                   (AUSTRALIA)

TAX CONSEQUENCES

        The following summarizes the likely tax consequences related to
participation in the IESPP. It is not intended as tax advice or as a definitive
or complete description of such tax consequences. Actual tax consequences may
vary depending upon your individual circumstances; therefore, you are strongly
advised to consult your own independent tax advisor regarding tax consequences
of participation in the International Purchase Plan.

        Employee contributions to the IESPP are not excluded from your reported
income and are not deductible.

        Your purchase of LSI Logic common stock under the IESPP will be treated
as a taxable event giving rise to taxable income equal to the difference between
the fair market value of the LSI Logic common stock on the date of purchase and
the purchase price actually paid under the IESPP (the "Spread"). The fair market
value is determined as the one week average (based on the one week prior to the
acquisition of shares, including the day of acquisition) of the price at which
shares have been traded on the exchange.

        In addition, a taxable event occurs when you sell LSI Logic common stock
purchased under the IESPP. On such sale, if there is a difference between the
price of the LSI Logic common stock on the date of sale and the fair market
value on the date of purchase under the IESPP, such sale will give rise to
taxable gain or loss, as the case may be. The taxable amount will depend on the
length of time you have held the LSI logic common stock. Consult your individual
tax advisor regarding the proper tax treatment of gains or losses arising from
such sales.

        Participation in the IESPP will not be reported to the Australian taxing
authorities. It is the employee's responsibility to report the taxable income in
their return.

WITHHOLDING/SOCIAL INSURANCE

        Presently, there are no income tax and social tax withholding payable on
the purchase of LSI Logic common stock under the IESPP. If the laws of Australia
change, you shall be required to reimburse your Employer Subsidiary for any
income tax and social tax withholding paid on the purchase of LSI Logic common
stock under the IESPP.



                              LSI LOGIC CORPORATION
               INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP)

                                COUNTRY ADDENDUM
                                    (CANADA)

TAX CONSEQUENCES

        The following summarizes the likely tax consequences related to
participation in the IESPP. It is not intended as tax advice or as a definitive
or complete description of such tax consequences. Actual tax consequences may
vary depending upon your individual circumstances; therefore, you are strongly
advised to consult your own independent tax advisor regarding tax consequences
of participation in the IESPP.

        Employee contributions to the IESPP are not excluded from your reported
income and are not deductible.

        THE IESPP IS NOT A QUALIFIED PLAN UNDER CANADIAN TAX LAW. Your purchase
of LSI Logic common stock under the IESPP will be treated as a taxable event
giving rise to taxable income equal to the difference between the fair market
value of LSI Logic common stock on the date of purchase and the purchase price
actually paid under the IESPP. With the purchase of LSI Logic common stock under
IESPP giving rise to taxable income, you are not eligible for the stock options
and shares deduction nor are you eligible for the stock option benefits
deferral.

        In addition, a taxable event occurs when you sell LSI Logic common stock
purchased under the IESPP. On such sale, if there is a difference between the
price of LSI Logic common stock on the date of sale and the fair market value on
the date of purchase under the IESPP, such sale will give rise to taxable gain
or loss, as the case may be. Consult your individual tax advisor regarding the
proper tax treatment of gains or losses arising from such sales.

        Your participation in the IESPP will be reported to the Canadian taxing
authorities.

WITHHOLDING/SOCIAL INSURANCE

        Presently, there are no income tax withholding or employee social
insurance contributions payable in respect of the purchase of LSI Logic common
stock under the IESPP. If the laws of Canada change, you will be required to
reimburse your Employer Subsidiary for any income tax withholding and any
employee social insurance contributions payable in respect of the purchase of
LSI Logic common stock under the IESPP.

DIRECTORS OF THE EMPLOYER SUBSIDIARY WHO ARE PART-TIME EMPLOYEES

        Notwithstanding any contrary provision of the IESPP, no individual who
is a member of the Board of Directors of LSI Logic Corporation of Canada, Inc.,
and who is not a full time employee of LSI Logic Corporation of Canada, Inc., is
eligible to participate in the IESPP by virtue of such directorship.



                              LSI LOGIC CORPORATION
               INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP)
                                COUNTRY ADDENDUM
                                     (CHINA)

TAX CONSEQUENCES

        The following summarizes the likely tax consequences related to
participation in the IESPP. It is not intended as tax advice or as a definitive
or complete description of such tax consequences. Actual tax consequences may
vary depending upon your individual circumstances; therefore, you are strongly
advised to consult your own independent tax advisor regarding tax consequences
of participation in the IESPP.

        Employee contributions to the IESPP are not excluded from your reported
income and are not deductible.

        Your purchase of LSI Logic common stock under the IESPP will be treated
as a taxable event giving rise to taxable income equal to the difference between
the fair market value of the LSI Logic common stock on the date of purchase and
the purchase price actually paid under the IESPP (the "Spread").

        In addition, a taxable event occurs when you sell LSI Logic common stock
purchased under the IESPP. On such sale, if there is a difference between the
sales price of the LSI Logic common stock on the date of sale and the fair
market value on the date of purchase under the IESPP, such sale will give rise
to taxable gain or loss, as the case may be. Consult your individual tax advisor
regarding the proper tax treatment of gains or losses arising from such sales.

        Your participation in the IESPP will be reported to the Chinese taxing
authorities.

WITHHOLDING/SOCIAL TAX

        You will be required to reimburse your Employer Subsidiary for any
income tax withholding payable in respect of participation in the IESPP. The
amount due for income tax withholding will be deducted from your next
paycheck(s) after each Purchase Date.

        Presently, there is no social tax payable related to the purchase of LSI
Logic common stock under the IESPP. If the laws of China change, you will be
required to reimburse your Employer Subsidiary for any social tax withholding
payable in respect of the purchase of LSI Logic common stock under the IESPP.



                              LSI LOGIC CORPORATION
               INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP)
                                COUNTRY ADDENDUM
                                    (FRANCE)

TAX CONSEQUENCES

        The following summarizes the likely tax consequences related to
participation in the IESPP. It is not intended as tax advice or as a definitive
or complete description of such tax consequences. Actual tax consequences may
vary depending upon your individual circumstances; therefore, you are strongly
advised to consult your own independent tax advisor regarding tax consequences
of participation in the IESPP.

        Employee contributions to the IESPP are not excluded from your reported
income and are not deductible.

        THE IESPP IS NOT A QUALIFIED PLAN UNDER FRENCH LAW. Your purchase of LSI
Logic common stock under the IESPP will be treated as a taxable event giving
rise to taxable income equal on the difference between the fair market value of
LSI Logic common stock on the date of purchase and the purchase price actually
paid under the IESPP (the "Spread"). Both employer and employee social insurance
contributions will also have to be paid on the Spread. (See WITHHOLDING/SOCIAL
INSURANCE, below.)

        In addition, a taxable event occurs when you sell LSI Logic common stock
purchased under the IESPP. On such sale, if there is a difference between the
price of LSI Logic common stock on the date of sale and the fair market value on
the date of purchase under the IESPP, such sale will give rise to taxable gain
or loss, as the case may be. Consult your individual tax advisor regarding the
proper tax treatment of gains or losses arising from such sales.

        Your participation in the IESPP will be reported to the French taxing
authorities.

WITHHOLDING/SOCIAL INSURANCE

        You will be required to reimburse your Employer Subsidiary for any
employee social insurance contributions payable in respect of the purchase of
LSI Logic common stock under the IESPP. The amount due for your employee social
insurance contributions will be deducted from your next paycheck(s) after the
end of each Purchase Period.

        Presently, there is no income tax withholding payable related to the
purchase of LSI Logic common stock under the IESPP. If the laws of France
change, you will be required to reimburse your Employer Subsidiary for any
income tax withholding payable in respect of the purchase of LSI Logic common
stock under the IESPP.



                              LSI LOGIC CORPORATION
               INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP)
                                COUNTRY ADDENDUM
                                    (GERMANY)

TAX CONSEQUENCES

        The following summarizes the likely tax consequences related to
participation in the IESPP. It is not intended as tax advice or as a definitive
or complete description of such tax consequences. Actual tax consequences may
vary depending upon your individual circumstances; therefore, you are strongly
advised to consult your own independent tax advisor regarding tax consequences
of participation in the IESPP.

        Employee contributions to the IESPP are not excluded from your reported
income and are not deductible.

        Your purchase of LSI Logic common stock under the IESPP will be treated
as a taxable event giving rise to taxable income equal to the difference between
the fair market value of LSI Logic common stock on the date of purchase and the
purchase price actually paid under the IESPP (the "Spread"). Such taxable income
is subject to income tax withholding. In addition, both employer and employee
social insurance contributions will have to be paid on the Spread. (See
WITHHOLDING/SOCIAL INSURANCE, below.)

        In addition, a taxable event may occur when you sell LSI Logic common
stock purchased under the IESPP. Depending on the length of time you have held
LSI Logic common stock, if there is a difference between the price of LSI Logic
common stock on the date of sale and the fair market value on the date of
purchase under the IESPP, such sale may give rise to taxable gain or loss, as
the case may be. Consult your individual tax advisor regarding the proper tax
treatment of gains or losses arising from such sales.

        Your participation in the IESPP will be reported to the German taxing
authorities.

WITHHOLDING/SOCIAL INSURANCE

        You will be required to reimburse your Employer Subsidiary for any
income tax withholding and any employee social insurance contributions payable
in respect of the purchase of LSI Logic common stock under the IESPP. The amount
due for your income tax withholding and employee social insurance contributions
will be deducted from your next paycheck(s) after the end of each Purchase
Period.



                              LSI LOGIC CORPORATION
               INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP)
                                COUNTRY ADDENDUM
                                   (HONG KONG)


TAX CONSEQUENCES

        The following summarizes the likely tax consequences related to
participation in the IESPP. It is not intended as tax advice or as a definitive
or complete description of such tax consequences. Actual tax consequences may
vary depending upon your individual circumstances; therefore, you are strongly
advised to consult your own independent tax advisor regarding tax consequences
of participation in the IESPP.

        Employee contributions to the IESPP are not excluded from your reported
income and are not deductible.

        Your purchase of LSI Logic common stock under the IESPP will be treated
as a taxable event giving rise to taxable income equal to the difference between
the fair market value of LSI Logic common stock on the date of purchase and the
purchase price actually paid under the IESPP (the "Spread").

        Under Hong Kong law, your sale of LSI Logic common stock purchased under
the IESPP does not give rise to a taxable event. Consult your individual tax
advisor regarding the proper tax treatment of gain or loss arising from such
sales.

        Your participation in the IESPP will be reported to the Hong Kong taxing
authorities.

WITHHOLDING/SOCIAL INSURANCE

        Presently, there is no income tax withholding or employee social
insurance contributions payable in respect to the purchase of LSI Logic common
stock under the IESPP. If the laws of Hong Kong change, you will be required to
reimburse your Employer Subsidiary for any income tax withholding and employee
social insurance contributions paid on your purchase of LSI Logic common stock
under the IESPP.



                              LSI LOGIC CORPORATION
               INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP)
                                COUNTRY ADDENDUM
                                     (ITALY)

TAX CONSEQUENCES

        The following summarizes the likely tax consequences related to
participation in the IESPP. It is not intended as tax advice or as a definitive
or complete description of such tax consequences. Actual tax consequences may
vary depending upon your individual circumstances; therefore, you are strongly
advised to consult your own independent tax advisor regarding tax consequences
of participation in the IESPP.

        Employee contributions to the IESPP are not excluded from your reported
income and are not deductible.

        Your purchase of LSI Logic common stock under the IESPP will be treated
as a taxable event giving rise to taxable income equal to the difference between
the fair market value of LSI Logic common stock on the date of purchase, as
calculated according to the new rules introduced by law n.505 on December 23,
1999, and the purchase price actually paid under the IESPP.

        In addition, a taxable event occurs when you sell LSI Logic common stock
purchased under the IESPP. On such sale, if there is a difference between the
price of LSI Logic common stock on the date of sale and the fair market value on
the date of purchase under the IESPP, such sale will give rise to taxable gain
or loss, as the case may be. Consult your individual tax advisor regarding the
proper tax treatment of gains or losses arising from such sales.

        Taxable income earned by you in the IESPP will be reported to the
Italian taxing authorities.

WITHHOLDING/SOCIAL INSURANCE

        As a result of law n.505 that was introduced on December 23, 1999, you
will be required to reimburse your Employer Subsidiary for any income tax
withholding and any employee social insurance contributions payable in respect
of the purchase of LSI Logic common stock under the IESPP. The amount due for
employee social insurance contributions and income tax withholding will be
deducted from your next paycheck(s) after the end of each Purchase Period.



                              LSI LOGIC CORPORATION
               INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP)
                                COUNTRY ADDENDUM
                                     (JAPAN)


DIRECT DEPOSITS INTO EMPLOYEE ACCOUNTS

        An interest bearing bank account will be set up at a Japanese bank (the
"Employee IESPP Bank Account") for each employee of LSI Logic's Japanese
Employer Subsidiaries (LSI Logic Japan Semiconductor, LSI Logic K.K. and the
Japan Branch of LSI Logic International Services, Inc.) who submits a
subscription agreement to participate in the IESPP. Payroll deductions for the
amount contributed to the IESPP will be deposited into such Employee IESPP Bank
Account. On each Purchase Date funds in the Employee IESPP Bank Account
(excluding interest) will be used to purchase LSI Logic common stock at the
Purchase Price calculated in accordance with the IESPP.

        You may not withdraw funds from the Employee IESPP Bank Account at any
time and you will not be able to deposit any other funds in the Employee IESPP
Bank Account. On withdrawal from the IESPP you will receive the total amount
deposited in your Employee IESPP Bank Account, including any interest
accumulated.


TAX CONSEQUENCES

        The following summarizes the likely tax consequences related to
participation in the IESPP. It is not intended as tax advice or as a definitive
or complete description of such tax consequences. Actual tax consequences may
vary depending upon your individual circumstances; therefore, you are strongly
advised to consult your own independent tax advisor regarding tax consequences
of participation in the IESPP.

        Funds deposited to Employee Bank Accounts under the IESPP are not
excluded from your reported income and are not deductible.

        Your purchase of LSI Logic common stock will be treated as a taxable
event giving rise to "employment income" equal to the difference between the
fair market value of LSI Logic common stock on the date of purchase and the
purchase price actually paid under the IESPP. This employment income will be
taxed at the applicable marginal tax rate and will be reported to the Japanese
taxing authorities.

        In addition, a taxable event occurs when you sell LSI Logic common stock
purchased under the IESPP. On such sale, if there is a difference between the
price of LSI Logic common stock on the date of sale and the fair market value on
the date of purchase under the IESPP, such sale will give rise to taxable gain
or loss, as the case may be. Consult your individual tax advisor regarding the
calculation of taxable gains or losses arising out of such sales.

WITHHOLDING/SOCIAL INSURANCE

     Presently, there is no income tax withholding or employee social insurance
contributions payable in respect of the purchase of LSI Logic common stock under
the IESPP. If Japanese laws change, you will be required to reimburse your
Employer Subsidiary for any income tax withholding and any employee social
insurance contributions paid on the purchase of LSI Logic common stock under the
IESPP.



                              LSI LOGIC CORPORATION
               INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP)
                                COUNTRY ADDENDUM
                                     (KOREA)

TAX CONSEQUENCES

        The following summarizes the likely tax consequences related to
participation in the IESPP. It is not intended as tax advice or as a definitive
or complete description of such tax consequences. Actual tax consequences may
vary depending upon your individual circumstances; therefore, you are strongly
advised to consult your own independent tax advisor regarding tax consequences
of participation in the International Purchase Plan.

        Employee contributions to the IESPP are not excluded from your reported
income and are not deductible.

        Your purchase of LSI Logic common stock under the IESPP will be treated
as a taxable event giving rise to taxable income equal to the difference between
the fair market value of the LSI Logic common stock on the date of purchase and
the purchase price actually paid under the IESPP (the "Spread"). Both employer
and employee social insurance contributions will also have to be paid on the
Spread. (See WITHHOLDING/SOCIAL INSURANCE, below.)

        In addition, a taxable event occurs when you sell LSI Logic common stock
purchased under the IESPP. On such sale, if there is a difference between the
price of the LSI Logic common stock on the date of sale and the fair market
value on the date of purchase under the IESPP, such sale will give rise to
taxable gain or loss, as the case may be. Consult your individual tax advisor
regarding the proper tax treatment of gains or losses arising from such sales.

Participation in the IESPP will be reported to the Korean taxing authorities.

WITHHOLDING/SOCIAL INSURANCE

        You will be required to reimburse your Employer Subsidiary for any
employee social insurance contributions payable in respect of the purchase of
LSI Logic common stock under the IESPP. The amount due for employee social
insurance contributions will be deducted from your next paycheck(s) after each
Purchase Date.

        Presently, there is no income tax withholding payable on the purchase of
LSI Logic common stock under the IESPP. If the laws of Korea change, you shall
be required to reimburse your Employer Subsidiary for any income tax withholding
paid on the purchase of LSI Logic common stock under the IESPP.



                              LSI LOGIC CORPORATION
               INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP)
                                COUNTRY ADDENDUM
                                   (MALAYSIA)

TAX CONSEQUENCES

        The following summarizes the likely tax consequences related to
participation in the IESPP. It is not intended as tax advice or as a definitive
or complete description of such tax consequences. Actual tax consequences may
vary depending upon your individual circumstances; therefore, you are strongly
advised to consult your own independent tax advisor regarding tax consequences
of participation in the IESPP.

        Employee contributions to the IESPP are not excluded from your reported
income and are not deductible. Your participation in the IESPP will be reported
to the Malaysia taxing authorities.

        Stock purchase rights granted to an employee under the IESPP are taxable
on the date of grant, which is the start of an Offering Period or a Purchase
Period. The taxable income will be equal to the difference between the fair
market value of LSI Logic common stock on the date of purchase and the purchase
price paid under the IESPP (the "Spread").

        Under Malaysia law presently, sale of LSI Logic common stock purchased
under the IESPP does not give rise to a taxable event. Consult your individual
tax advisor regarding the proper tax treatment of gains or losses arising from
such sales.

        WITHHOLDING/SOCIAL INSURANCE

        Income in the amount of the Spread will be subject to income tax
withholding and employee social insurance contributions will be payable in
respect of the purchase of LSI Logic common stock under the IESPP.

OBTAINING ADDITIONAL INFORMATION

        A copy of the Annual Report of LSI Logic Corporation will be made
available for your inspection at the following addresses to enable you to make
informed decisions relating to the grant of shares of LSI Logic's common stock
under the IESPP: Phase 4, Bayan Lepas Free Trade Zone, 11900 Penang, Malaysia.

EMPLOYEE DATA PRIVACY

        By participating in the IESPP, you (i) authorize LSI Logic and your
Employer Subsidiary and any agent of LSI Logic administering the IESPP or
providing the IESPP with recording keeping services to disclose to LSI Logic or
any of its affiliates such information and data as LSI Logic shall request in
order to facilitate the administration of the IESPP or your participation in the
IESPP; (ii) waive any data privacy rights you may have with respect to such
information; and (iii) authorize LSI Logic and any such agent to store and
transmit such information in electronic form.



                              LSI LOGIC CORPORATION
               INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP)
                                COUNTRY ADDENDUM
                                  (NETHERLANDS)

TAX CONSEQUENCES

        The following summarizes the likely tax consequences related to
participation in the IESPP. It is not intended as tax advice or as a definitive
or complete description of such tax consequences. Actual tax consequences may
vary depending upon your individual circumstances; therefore, you are strongly
advised to consult your own independent tax advisor regarding tax consequences
of participation in the IESPP.

        Employee contributions to the IESPP are not excluded from your reported
income and are not deductible.

        Your purchase of LSI Logic common stock under the IESPP will be treated
as a taxable event giving rise to taxable income equal to the difference between
the fair market value of LSI Logic common stock on the date of purchase and the
purchase price actually paid under the IESPP (the "Spread"). Such taxable income
is subject to income tax withholding. In addition, both employer and employee
social insurance contributions will have to be paid on the Spread. (See
WITHHOLDING/SOCIAL INSURANCE, below.)

        Under current Dutch law, there is not a taxable event when you sell LSI
Logic common stock purchased under the IESPP. However, an exception may exist
that would require you to be taxed on the gain recognized upon the sale of LSI
Logic common stock in certain circumstances. Consult your individual tax advisor
regarding the proper tax treatment of gains or losses arising from such sales.

Your participation in the IESPP will be reported to the Dutch taxing
authorities.

WITHHOLDING/SOCIAL INSURANCE

        You will be required to reimburse your Employer Subsidiary for any
income tax withholding and any employee social insurance contributions payable
in respect of the purchase of LSI Logic common stock under the IESPP. The amount
due for employee social insurance contributions and income tax withholding will
be deducted from your next paycheck(s) after the end of each Purchase Period.



                              LSI LOGIC CORPORATION
               INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP)
                                COUNTRY ADDENDUM
                                  (PHILIPPINES)

TAX CONSEQUENCES

        The following summarizes the likely tax consequences related to
participation in the IESPP. It is not intended as tax advice or as a definitive
or complete description of such tax consequences. Actual tax consequences may
vary depending upon your individual circumstances; therefore, you are strongly
advised to consult your own independent tax advisor regarding tax consequences
of participation in the IESPP.

        Employee contributions to the IESPP are not excluded from your reported
income and are not deductible.

        Your purchase of LSI Logic common stock under the IESPP will be treated
as a taxable event giving rise to taxable income equal to the difference between
the fair market value of LSI Logic common stock on the date of purchase and the
purchase price actually paid under the IESPP (the "Spread"). Income tax
withholding will have to be due on the Spread. Additionally, employer and
employee social insurance contributions will have to be paid if you have not
reached the monthly base salary amount subject to social insurance
contributions. (See WITHHOLDING/SOCIAL INSURANCE, below.)

        In addition, a taxable event occurs when you sell LSI Logic common stock
purchased under the IESPP. On such sale, if there is a difference between the
sales price of LSI Logic common stock on the date of sale and the fair market
value on the date of purchase under the IESPP, such sale will give rise to
taxable gain or loss, as the case may be. The taxable amount will depend on the
length of time you have held the LSI Logic common stock. Consult your individual
tax advisor regarding the proper tax treatment of gains or losses arising from
such sales.

        Your participation in the IESPP will be reported to the Philippine
taxing authorities.

WITHHOLDING/SOCIAL INSURANCE

        You will be required to reimburse your Employer Subsidiary for any
income tax withholding and any employee social insurance contributions payable
in respect of the purchase of LSI Logic common stock under the IESPP. The amount
due for employee social insurance contributions and income tax withholding will
be deducted from your next paycheck(s) after each Purchase Period.



                              LSI LOGIC CORPORATION
               INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP)
                                COUNTRY ADDENDUM
                                   (SINGAPORE)

TAX CONSEQUENCES

        The following summarizes the likely tax consequences related to
participation in the IESPP. It is not intended as tax advice or as a definitive
or complete description of such tax consequences. Actual tax consequences may
vary depending upon your individual circumstances; therefore, you are strongly
advised to consult your own independent tax advisor regarding tax consequences
of participation in the IESPP.

        Employee contributions to the IESPP are not excluded from your reported
income and are not deductible.

        Your purchase of LSI Logic common stock under the IESPP will be treated
as a taxable event giving rise to taxable income equal to the difference between
the fair market value of the LSI Logic common stock on the date of purchase and
the purchase price actually paid under the IESPP.

        Under Singapore law presently, your sale of LSI Logic common stock
purchased under the IESPP does not give rise to a taxable event.

        Your participation in the IESPP will be reported to the Singapore taxing
authorities.

WITHHOLDING/SOCIAL INSURANCE

        Presently, there is no income tax withholding or employee social
insurance contributions payable in respect of the purchase of LSI Logic common
stock under the IESPP. If the laws of Singapore change, you will be required to
reimburse your Employer Subsidiary for any income tax withholding and any
employee social insurance contributions paid on the purchase of LSI Logic common
stock under the IESPP.



                              LSI LOGIC CORPORATION
               INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP)
                                COUNTRY ADDENDUM
                                    (SWEDEN)

TAX CONSEQUENCES

        The following summarizes the likely tax consequences related to
participation in the IESPP. It is not intended as tax advice or as a definitive
or complete description of such tax consequences. Actual tax consequences may
vary depending upon your individual circumstances; therefore, you are strongly
advised to consult your own independent tax advisor regarding tax consequences
of participation in the IESPP.

        Employee contributions to the IESPP are not excluded from your reported
income and are not deductible.

        Your purchase of LSI Logic common stock under the IESPP will be treated
as a taxable event giving rise to taxable income equal to the difference between
the fair market value of the LSI Logic common stock on the date of purchase and
the purchase price actually paid under the IESPP (the "Spread"). Such taxable
income is subject to income tax withholding. In addition, both employer and
employee social tax contributions will have to be paid on the Spread if you have
not reached the annual base salary amount subject to social tax. (See
WITHHOLDING/SOCIAL TAX, below.)

        In addition, a taxable event occurs when you sell LSI Logic common stock
purchased under the IESPP. On such sale, if there is a difference between the
sales price of the LSI Logic common stock on the date of sale and the fair
market value on the date of purchase under the IESPP, such sale will give rise
to taxable gain or loss, as the case may be. Consult your individual tax advisor
regarding the proper tax treatment of gains or losses arising from such sales.

        Your participation in the IESPP may be reported to the Swedish taxing
authorities.

WITHHOLDING/SOCIAL TAX

     You will be required to reimburse your Employer Subsidiary for any income
tax withholding and any employee social tax contributions payable in respect of
participation in the IESPP. The amount due for income tax withholding and
employee social tax contributions will be deducted from your next paycheck(s)
after each Purchase Date.



                              LSI LOGIC CORPORATION
               INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP)
                                COUNTRY ADDENDUM
                                    (TAIWAN)

TAX CONSEQUENCES

        The following summarizes the likely tax consequences related to
participation in the IESPP. It is not intended as tax advice or as a definitive
or complete description of such tax consequences. Actual tax consequences may
vary depending upon your individual circumstances, therefore, you are strongly
advised to consult your own independent tax advisor regarding tax consequences
of participation in the IESPP.

        Employee contributions to the IESPP are not excluded from reported
income of the employee and are not deductible.

        Your purchase of LSI Logic common stock will not be treated as a taxable
event under current Taiwan law.

        Under Taiwan law presently, your sale of the LSI Logic common stock
purchased under the IESPP should not give rise to a taxable event as the income
would be regarded as foreign sourced income because the stock would be sold
outside Taiwan. Consult your individual tax advisor regarding the proper tax
treatment of gains or losses arising from such sales.

WITHHOLDING/SOCIAL INSURANCE

        Presently, there are no income tax withholding or employee social
insurance contributions payable in respect of the purchase of LSI Logic common
stock under the IESPP. If the laws of Taiwan change, you will be required to
reimburse your Employer Subsidiary for any income tax withholding and any
employee social insurance contributions payable in respect of the purchase of
LSI Logic common stock under the IESPP.



                              LSI LOGIC CORPORATION
               INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (IESPP)
                                COUNTRY ADDENDUM
                                (UNITED KINGDOM)

TAX CONSEQUENCES

        The following summarizes the likely tax consequences related to
participation in the IESPP. It is not intended as tax advice or as a definitive
or complete description of such tax consequences. Actual tax consequences may
vary depending upon your individual circumstances; therefore, you are strongly
advised to consult your own independent tax advisor regarding tax consequences
of participation in the IESPP.

        Employee contributions to the IESPP are not excluded from reported
income of the employee and are not deductible.

        THE IESPP IS NOT AN APPROVED PLAN UNDER UNITED KINGDOM LAW. Your
purchase of LSI Logic common stock under the IESPP will be treated as a taxable
event giving rise to taxable income equal to the difference between the fair
market value of the LSI Logic common stock on the date of purchase and the
purchase price actually paid under the IESPP (the "Spread"). Taxable income is
subject to income tax withholding. In addition, both employer and employee
social insurance contributions will have to be paid on the Spread. Employee's
contributions are capped at a set salary level. (See WITHHOLDING/SOCIAL
INSURANCE below)

        In addition, a taxable event occurs when you sell LSI Logic common stock
purchased under the IESPP. On such sale, if there is a difference between the
price of the LSI Logic common stock on the date of sale and the fair market
value on the date of purchase under the IESPP, such sale will give rise to
taxable gain or loss, as the case may be. Consult your individual tax advisor
regarding the proper tax treatment of gains or losses arising from such sales.

        Your participation in the IESPP will be reported to the U.K. taxing
authorities.

WITHHOLDING/SOCIAL INSURANCE

        You will be required to reimburse your Employer Subsidiary for any
income tax withholding and any employee social insurance contributions payable
in respect of the purchase of LSI Logic common stock under the IESPP. The amount
due for employee social insurance contributions and income tax withholding will
be deducted from your next paycheck(s) after each Purchase Date.

EX-5.1

                                                                     Exhibit 5.1



                                 August 27, 2002

LSI Logic Corporation
1551 McCarthy Blvd.
Milpitas, CA  95035

                     RE: REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

        We have acted as counsel to LSI Logic Corporation, a Delaware
corporation (the "Company" or "you") and have examined the Registration
Statement on Form S-8 (the "Registration Statement") to be filed by you with the
Securities and Exchange Commission on or about August 27, 2002 in connection
with the registration under the Securities Act of 1933, as amended (the "Act"),
of 1,000,000 shares of your Common Stock (the "Shares"), reserved for issuance
under the LSI Logic Corporation International Employee Stock Purchase Plan (the
"IESPP"). As your legal counsel, we have examined the Restated Certificate of
Incorporation and Bylaws of the Company, the IESPP and such other documents of
the Company as we have deemed necessary or appropriate for the purposes of
expressing an opinion, and are familiar with the proceedings proposed to be
taken by you in connection with the issuance and sale of the Shares pursuant to
the IESPP.

        It is our opinion that, upon completion of the proceedings to be taken
prior to issuance of the Shares, the Shares, when issued and sold in the manner
referred to in the IESPP and the agreements which accompany the IESPP, in
accordance with the Restated Certificate of Incorporation, will be validly
issued, fully paid and nonassessable.

        We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.

                                        Sincerely,

                                        /s/ WILSON SONSINI GOODRICH & ROSATI

                                        WILSON SONSINI GOODRICH & ROSATI
                                         Professional Corporation

EX-23.1

                                                                    Exhibit 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the registration
statement on Form S-8 pertaining to the LSI Logic Corporation International
Employee Stock Purchase Plan Restated of our report dated January 23, 2002,
which is included in LSI Logic Corporation's Annual Report on Form 10-K for the
year ended December 31, 2001.



                                        /s/ Pricewaterhouse Coopers LLP

                                        Pricewaterhouse Coopers LLP

August 27, 2002
San Jose, California