8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
April 2, 2007

LSI Corporation

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1-10317 (Commission File Number)	94-2712976 (IRS Employer Identification No.)
1621 Barber Lane Milpitas, CA (Address of principal executive offices)	95035 (Zip Code)

(408) 433-8000
(Registrant’s Telephone Number)

LSI Logic Corporation
(Former Name)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 2.01 Completion of Acquisition or Disposition of Assets.
	Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EX-3.1: CERTIFICATE OF OWNERSHIP AND MERGER
EX-3.2: COMPOSITE CERTIFICATE OF INCORPORATION
EX-10.1: SUPPLEMENTAL INDENTURE NO.2

Item 1.01 Entry into a Material Definitive Agreement.

     LSI Logic Corporation (“LSI”), as guarantor, has entered into Supplemental Indenture No. 2 (the “Supplemental Indenture”) by and among Agere Systems Inc. (“Agere”), LSI and The Bank of New York, as trustee (the “Trustee”), dated as of April 1, 2007, supplementing the Indenture by and between Agere and the Trustee, dated as of June 19, 2002, as supplemented by Supplemental Indenture No. 1, dated as of May 27, 2005 (as so supplemented, the “Indenture”). Pursuant to the terms of the Supplemental Indenture, from and after the effective time of the Merger (as defined below) on April 2, 2007, LSI fully and unconditionally guarantees the payment and all other monetary obligations of Agere under the Indenture, including all payments of principal and interest.

     Agere has outstanding $362 million of 6.5% Convertible Subordinated Notes due December 15, 2009 issued under the Indenture. Interest on the notes accrues at the rate of 6.5% per annum and is payable semi-annually on June 15 and December 15 of each year. The notes may be redeemed by Agere in whole or in part at any time on or after June 20, 2007. The Indenture contains customary events of default including payment defaults, covenant defaults and certain bankruptcy defaults. The occurrence of an event of default could result in an acceleration of LSI’s obligations under the Supplemental Indenture.

     In addition, under the Supplemental Indenture and the Indenture, following the Merger, the right to convert the notes into Agere common stock was changed into the right to convert such notes into (i) LSI common stock at a conversion price of $15.3125 per share, and (ii) cash in lieu of fractional shares otherwise receivable pursuant to clause (i), subject to adjustment for certain events, at any time prior to maturity, unless previously redeemed or repurchased.

     This description of the terms of the Supplemental Indenture is a summary only and does not purport to be complete, and is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

     On April 2, 2007, pursuant to the Agreement and Plan of Merger, dated as of December 3, 2006 (the “Merger Agreement”), by and among LSI, Agere and Atlas Acquisition Corp., a wholly owned subsidiary of LSI (“Merger Sub”), Merger Sub merged with and into Agere with Agere surviving the merger (the “Merger”). As a result of the Merger, each share of Agere common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares owned by LSI, Merger Sub or Agere, or any wholly owned subsidiary of any of them) was converted into the right to receive 2.16 shares of LSI common stock. Approximately 368 million shares of LSI common stock will be issued to former Agere stockholders in connection with the Merger.

     As a result of the Merger, LSI has acquired the business and assets of Agere. Agere was a leading provider of integrated circuit solutions for a variety of communications and computing applications. Some of its solutions included related software and reference designs. Agere’s customers included manufacturers of hard disk drives, mobile phones, advanced communications and networking equipment and personal computers. Agere also generated revenue from the licensing of intellectual property.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     The information set forth above under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated by reference into this Item 2.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     Pursuant to the terms of the Merger Agreement, the Board of Directors of Agere designated three Agere directors to serve on the Board of Directors of LSI following the Merger. On April 2, 2007, Messrs. Timothy Y. Chen, Malcolm R. Currie and R. Douglas Norby resigned from the LSI Board of Directors and Messrs. Richard S. Hill, Arun Netravali and Michael J. Mancuso, each an Agere director prior to the Merger, were elected to the LSI Board of Directors to serve until the next annual meeting of LSI or until their successors have been duly elected and qualified.

     In addition, on April 2, 2007, Mr. Mancuso was appointed to the Audit Committee of the LSI Board of Directors and will serve as chairman thereof. As of the date of this Current Report on Form 8-K, Messrs Hill and Netravali have not been elected to any committees of the LSI Board of Directors.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     Effective as of April 6, 2007, LSI amended Article I of its certificate of incorporation solely to change its corporate name from “LSI Logic Corporation” to “LSI Corporation”. The name change and amendment were completed pursuant to Section 253 of the General Corporation Law of the State of Delaware through a merger of LSI’s wholly-owned subsidiary, LSI Subsidiary Corp., with and into LSI.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

     LSI intends to amend this report no later than 71 calendar days after the date this report is required to be filed to include the required financial statements.

(b) Pro forma financial information.

     LSI intends to amend this report no later than 71 calendar days after the date this report is required to be filed to include the required pro forma financial information.

(d) Exhibits.

Exhibit
Number	Description
3.1	Certificate of Ownership and Merger as filed with the Secretary of State of the State of Delaware on April 5, 2007
3.2	Composite Certificate of Incorporation
10.1	Supplemental Indenture No. 2, dated as of April 1, 2007, by and among Agere Systems Inc., a Delaware corporation, LSI Logic Corporation, a Delaware corporation, and The Bank of New York, a New York banking corporation, as trustee
10.2	Agreement and Plan of Merger, dated as of December 3, 2006, by and among LSI Logic Corporation, a Delaware corporation, Atlas Acquisition Corporation, a wholly-owned subsidiary of LSI and a Delaware corporation, and Agere Systems Inc., a Delaware corporation (incorporated by reference to Exhibit 2.1 to LSI’s Current Report on Form 8-K filed on December 4, 2006)

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LSI CORPORATION
Date: April 6, 2007	By:	/s/ Bryon Look
		Name:	Bryon Look
		Title:	Executive Vice President and Chief Financial Officer

EX-3.1

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

LSI SUBSIDIARY CORP.

WITH AND INTO

LSI LOGIC CORPORATION

Pursuant to Section 253 of the General Corporation Law of the State of Delaware

     LSI Logic Corporation, a Delaware corporation (“LSI Logic” or the “Corporation”), HEREBY CERTIFIES AS FOLLOWS;

     FIRST: LSI Logic is a corporation incorporated on December 5, 1986 pursuant to the General Corporation Law of the State of Delaware.

     SECOND: LSI Logic owns all of the outstanding shares of capital stock of LSI Subsidiary Corp., a corporation incorporated on March 26, 2007 pursuant to the General Corporation Law of the State of Delaware (“Subsidiary”).

     THIRD: LSI Logic, by the following resolutions of its Board of Directors, duly adopted at a meeting on April 2, 2007 and filed with the minutes of its Board of Directors, determined to merge Subsidiary with and into LSI Logic, and LSI Logic does hereby merge Subsidiary with and into LSI Logic effective as of the Effective Time (as defined below):

     WHEREAS, LSI Logic owns all of the outstanding shares of capital stock of Subsidiary;

     WHEREAS, LSI Logic desires, on behalf of itself and in its capacity as the sole stockholder of Subsidiary, to merge Subsidiary with and into LSI Logic pursuant to the provisions of Section 253 of the Delaware General Corporation Law; and

     WHEREAS, it is intended that the merger of Subsidiary with and into LSI Logic will constitute a liquidation under Section 332 of the Internal Revenue Code and/or a reorganization under Section 368(a) of the Internal Revenue Code.

     NOW, THEREFORE, BE IT RESOLVED, that Subsidiary merge (the “Merger”) with and into the Corporation;

     RESOLVED, that the Merger shall become effective on April 6, 2007 (the “Effective Time”) upon the filing of a Certificate of Ownership and Merger with

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the Secretary of State of the State of Delaware in accordance with the provisions of the Delaware General Corporation Law;

     RESOLVED, that, at the Effective Time, Subsidiary shall be merged with and into the Corporation, the separate existence of Subsidiary shall cease, and the Corporation shall continue as the surviving corporation of the Merger, and the Corporation, without further action, shall possess all the properties, rights, privileges, powers and franchises, public and private, of both the Corporation and Subsidiary, and shall be subject to all debts, liabilities, obligations, restrictions, disabilities and duties of both the Corporation and Subsidiary;

     RESOLVED, that the Restated Certificate of Incorporation of the Corporation, as in effect immediately prior to the Effective Time, shall remain the certificate of incorporation of the Corporation from and after the Effective Time, without change, until thereafter amended as provided by law or such certificate of incorporation; provided, however, that, effective as of the Effective Time, the name of the Corporation shall be changed from “LSI Logic Corporation” to “LSI Corporation” and Article I of the Restated Certificate of Incorporation of the Corporation shall be amended to read in its entirety as follows:

     “1. The name of the corporation is LSI Corporation (the “Corporation”).”

     RESOLVED, that the by-laws of the Corporation, as in effect immediately prior to the Effective Time, shall remain the by-laws of the Corporation from and after the Effective Time, without change, until thereafter amended as provided by law, the certificate of incorporation of the Corporation or such by-laws;

     RESOLVED, that the directors of the Corporation immediately prior to the Effective Time shall remain the directors of the Corporation from and after the Effective Time, without change, each to hold office in accordance with the certificate of incorporation and by-laws of the Corporation until their successors are duly elected or appointed and qualified or until their earlier, death, resignation or removal;

     RESOLVED, that the officers of the Corporation immediately prior to the Effective Time shall remain the officers of the Corporation from and after the Effective Time, without change, each to hold office in accordance with the certificate of incorporation and by-laws of the Corporation until their successors are duly elected or appointed and qualified or until their earlier, death, resignation or removal;

     RESOLVED, that, at the Effective Time, each issued and outstanding share of the Common Stock, par value $0.01 per share, of Subsidiary (“Subsidiary Common Stock”) held by the Corporation shall, without any action on the part of the Corporation or Subsidiary, be canceled without any conversion thereof or any consideration therefore and no payment or distribution shall be made with respect

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thereto, and each issued and outstanding share of the Common Stock, par value $0.01 per share, of the Corporation shall remain outstanding following the Effective Time without change;

     RESOLVED, that officers of the Corporation be, and each of them acting alone hereby is, authorized to make, execute and file with the Secretary of State of the State of Delaware a Certificate of Ownership and Merger setting forth a copy of these resolutions providing for the Merger of Subsidiary with and into the Corporation and the Corporation’s assumption of Subsidiary’s obligations and the date of adoption thereof; and

     RESOLVED, that officers of the Corporation be, and each of them acting alone hereby is, authorized to take all other actions and to prepare, execute, deliver and file all other agreements, instruments, documents and certificates in the name and on behalf of the Corporation and to pay all such fees and expenses as they, or any one of them, may deem necessary, proper or advisable in order to effect the Merger, and that any actions of any officer of the Corporation authorized by the foregoing resolutions or that would have been authorized by any of the foregoing resolutions except such actions were taken prior to the adoption of these resolutions be, and they hereby are, ratified, approved and confirmed as actions of the Corporation.

     FOURTH: That anything herein or elsewhere to the contrary notwithstanding, the Merger may be amended or terminated and abandoned by the Board of Directors of LSI Logic at any time prior to the time that the Merger becomes effective.

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     IN WITNESS WHEREOF, LSI Logic has caused this Certificate of Ownership and Merger to be signed by a duly authorized officer, and attested by its Corporate Secretary, this 4th day of April, 2007.

By:	/s/ Bryon Look
	Name:	Bryon Look
	Title:	Executive Vice President and Chief Financial Officer

ATTEST:
By:	/s/ Jean F. Rankin
	Name:	Jean F. Rankin
	Title:	Executive Vice President and General Counsel

EX-3.2

COMPOSITE
CERTIFICATE OF INCORPORATION
OF
LSI CORPORATION

1. The name of the corporation is LSI Corporation (the “Corporation”).

2 The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, zip code 19801. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. (a) This corporation is authorized to issue two classes of shares, designated “Common Stock” and “Preferred Stock.” The total number of shares which this corporation shall have authority to issue is One Billion Three Hundred and Two Million (1,302,000,000), of which One Billion Three Hundred Million (1,300,000,000) shall be Common Stock with a par value of $.01 per share and Two Million (2,000,000) shall be Preferred Stock with a par value of $.01 per share.

     (b) The Shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article 4, to provide for the issuance of the Shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

     The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

          (i) The number of shares constituting that series and the distinctive designation of that series;

          (ii) The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so,

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from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

          (iii) Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

          (iv) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

          (v) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

          (vi) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

          (vii) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series; and

          (viii) Any other relative or participating rights, preferences and limitations of that series.

5. The Corporation is to have perpetual existence.

6. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the By-Laws of the Corporation.

7. The number of directors which will constitute the whole Board of Directors of the Corporation shall be as specified in the By-Laws of the Corporation.

8. At all elections of directors of the Corporation, each holder of stock or of any class or classes or of a series or series thereof shall be entitled to as many votes as shall equal the number of votes which (except for this provision

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as to cumulative voting) he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected, and he may cast all of such votes for a single candidate or may distribute them among the number of directors to be elected, or for any two or more of them as he may see fit.

9. Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

10. To the fullest extent permitted by the Delaware General Corporation Law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Neither any amendment nor repeal of this Article 10, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article 10, shall eliminate or reduce the effect of this Article 10 with respect to any matter occurring, or any cause of action, suit or claim that, but for this Article 10, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

11. Elections for directors need not be by ballot unless a stockholder demands selection by ballot at the meeting and before the voting begins or unless the By-Laws so require.

12. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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EX-10.1

AGERE SYSTEMS INC.

as Issuer

LSI LOGIC CORPORATION

as Guarantor

THE BANK OF NEW YORK,

as Trustee

$410,000,000 6.5% Convertible Subordinated Notes due 2009

SUPPLEMENTAL INDENTURE NO. 2

Dated as of April 1, 2007

          THIS SUPPLEMENTAL INDENTURE NO. 2, dated as of April 1, 2007 (this “Supplement”), by and among Agere Systems Inc., a Delaware corporation (the “Company”), LSI Logic Corporation, a Delaware corporation (“LSI”) and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”), hereby supplements the Indenture, dated as of June 19, 2002, as supplemented by the Supplemental Indenture No. 1, dated as of May 27, 2005 (as so supplemented, the “Indenture”), by and between the Company and the Trustee.

RECITALS

          WHEREAS, the Company has certain 6.5% Convertible Subordinated Notes due 2009 (the “Notes”) issued and outstanding pursuant to the terms and conditions of the Indenture;

          WHEREAS, pursuant to the terms of the Indenture, the Notes are convertible into shares of common stock, par value $0.01 per share, of the Company (“Common Stock”);

          WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of December 3, 2006 (the “Merger Agreement”), by and among the Company, LSI and Atlas Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of LSI (“Merger Sub”), Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”);

          WHEREAS, as a result of the Merger, each share of Common Stock outstanding immediately prior to the effective time of the merger (the “Effective Time”) shall, except as provided in Section 2.7(a)(ii) of the Merger Agreement with respect to shares of Common Stock held by the Company, LSI or Merger Sub or any direct or indirect wholly owned subsidiary of any of them immediately prior to the Effective Time, be converted into the right to receive 2.16 shares of LSI Common Stock (as defined in the Merger Agreement), and cash in lieu of fractional shares pursuant to Section 2.7(c) of the Merger Agreement;

          WHEREAS, pursuant to Section 12.6 of the Indenture, as a result of the Merger, the Company is required to execute and deliver to the Trustee a supplemental indenture, to become effective as of the Effective Time, (i) providing that the Notes shall be convertible into shares of LSI Common Stock and cash in lieu of fractional shares, (ii) providing for adjustments which shall be as nearly equivalent as practicable to the adjustments provided for in Article 12 of the Indenture and (iii) modifying the provisions of the Indenture relating to the right of holders of Notes to cause the Company to repurchase Notes following a Fundamental Change (as defined in the Indenture) to make such provision apply to the LSI Common Stock and LSI;

          WHEREAS, LSI desires, from and after the Effective Time, to unconditionally and irrevocably guarantee the full and punctual payment of principal of or premium, if any, and interest on, or Fundamental Change Payment or Redemption Price with respect to, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture (including obligations to the Trustee) and the Notes, and in the case of any extension of time of payment of any Notes or any other obligations, the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Notes when due in accordance with the

terms of any such extension as provided in Section 4(a) of this Supplement (the “LSI Guarantee”) in order to preserve the exemption available under Section 3(a)(9) of the Securities Act for the conversion of the Notes into shares of LSI Common Stock;

          WHEREAS, Section 9.1 of the Indenture provides that the Company and the Trustee may amend or supplement the Indenture without the consent of any holder of Notes to, among other things, (i) provide for conversion rights of holders of Notes in the event of consolidation, merger, or sale of all or substantially all of the assets of the Company as required to comply with Section 5.1 of the Indenture or (ii) provide any additional rights or benefits to the holders of Notes or that does not affect the legal rights under the Indenture of any such holder;

          WHEREAS, the Company and LSI desire to execute a supplemental indenture that complies with Section 9.1 of the Indenture;

          WHEREAS, the Company has complied with all conditions precedent provided for in the Indenture relating to this Supplement; and

          WHEREAS, the Company has requested that the Trustee execute and deliver this Supplement pursuant to the terms of Section 12.6 of the Indenture.

          NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein and in the Indenture, the parties hereby agree as follows:

          Section 1. Definition. Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Indenture.

          Section 2. Concerning the Merger.

               (a) Conversion Privilege. Pursuant to Section 12.6 of the Indenture, from and after the Effective Time, any right of a holder of Notes to convert Notes into Common Stock shall be changed into the right to convert such Notes into (i) that number of fully paid and non-assessable shares of LSI Common Stock (as such shares shall then be constituted, the “Stock Consideration”) obtained by dividing the principal amount of the Notes or portion thereof to be converted by $15.3125 (or such Conversion Price in effect at such time) (the “New Conversion Price”), and (ii) in lieu of any fractional shares of LSI Common Stock otherwise receivable pursuant to clause (i) hereof, cash in lieu of such fractional shares in an amount that would have been paid in lieu of such amount of fractional shares of LSI Common Stock pursuant to Section 2.7(c) of the Merger Agreement (the “Cash Consideration”), subject to further adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in Article 12 of the Indenture (as so adjusted, the “Conversion Consideration”).

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               (b) References to the Company, to Common Stock and the Conversion Price.

                    (i) Subject to the other provisions of this Supplement, from and after the Effective Time all references in the Indenture to Common Stock shall be deemed to be references to the Conversion Consideration or LSI Common Stock, to the extent necessary to give effect to Section 12.6 of the Indenture.

                    (ii) Subject to the other provisions of this Supplement, from and after the Effective Time all references in the Indenture to the Company shall be deemed to be references to LSI to the extent necessary to give effect to Section 12.6 of the Indenture.

                    (iii) Subject to the other provisions of this Supplement, from and after the Effective Time all references in the Indenture to the Conversion Price shall be deemed to be references to the New Conversion Price to the extent necessary to give effect to Section 12.6 of the Indenture.

               (c) Reservation of Shares. LSI hereby (i) agrees, from and after the Effective Time, to (A) reserve and keep available out of its authorized but unissued capital stock, solely for the purpose of issuance upon conversion of Notes as provided in this Supplement, a number of shares of LSI Common Stock sufficient to issue the Stock Consideration upon conversion of all outstanding Notes and (B) issue and deliver in accordance with this Supplement, the Stock Consideration and the Cash Consideration upon conversion of any Note, and (ii) covenants that from and after the Effective Time all LSI Common Stock issued upon conversion of the Notes, when so issued, shall be fully paid and non-assessable.

          Section 3. Repurchase Upon Fundamental Change. Pursuant to Sections 4.6 and 12.6 of the Indenture, following a Fundamental Change from and after the Effective Time and prior to the Maturity Date, any Fundamental Change Payment in respect of Notes properly tendered pursuant to a Fundamental Change Offer and not withdrawn, shall be payable by LSI in lieu of the Company. All references to the Company in the definitions of Fundamental Change, Change in Control and Termination of Trading shall be deemed to be references to LSI. All references to the Common Stock of the Company in the definitions of Fundamental Change, Change in Control and Termination of Trading shall be deemed to be references to LSI Common Stock.

          Section 4. The LSI Guarantee.

               (a) Guarantee. From and after the Effective Time, LSI irrevocably and unconditionally guarantees, to each holder of Notes and to the Trustee and its successors and

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assigns, (i) the full and punctual payment of principal of or premium, if any, and interest on, or Fundamental Change Payment or Redemption Price with respect to, the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture (including obligations to the Trustee) and the Notes and (ii) in the case of any extension of time of payment of any Notes or any other obligations, the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Notes when due in accordance with the terms of any such extension. LSI further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence of any action to enforce the same, the recovery of any judgment against the Company or LSI (except to the extent such judgment is paid) or any waiver or amendment of the provisions of the Indenture or the Notes to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that such waiver or amendment shall be effective in accordance with its terms.)

               (b) Payment, Performance and Compliance. LSI further agrees that the LSI Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection.

               (c) Waivers. LSI further agrees to waive presentment to, demand of payment from and protest to the Company of the LSI Guarantee, and also waives diligence, notice of acceptance of the LSI Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy of the Company or any successor thereto and any right to require a proceeding first against the Company, any successor thereto or any other Person. The obligations of LSI shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under the Indenture or the Notes.

               (d) Payment by the Company. The obligation of LSI to make any payment hereunder may be satisfied by causing the Company to make such payment. If any holder of Notes or the Trustee is required by any court or otherwise to return to the Company or LSI any amount paid by either of them to the Trustee or such holder of Notes, the LSI Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

               (e) Costs and Expenses. LSI also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any holder of Notes in enforcing any of their respective rights under the LSI Guarantee.

               (f) Maximum. Any term or provision of this Supplement to the contrary notwithstanding, the maximum aggregate amount of the LSI Guarantee shall not exceed the maximum amount that can be hereby guaranteed without rendering this Supplement, as it relates to LSI, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

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          Section 5. Acceptance. The Trustee hereby accepts this Supplement and agrees to perform the same under the terms and conditions set forth in the Indenture.

          Section 6. Miscellaneous.

               (a) Effectiveness of Supplement. This Supplement shall be effective as of the Effective Time.

               (b) Effect of Supplement. Upon the execution and delivery of this Supplement by the Company and the Trustee, the Indenture shall be supplemented and amended in accordance herewith, and this Supplement shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby.

               (c) Use of the Term “Indenture”. The term “Indenture” as used in the Indenture shall be deemed to refer to the Indenture as supplemented hereby.

               (d) Indenture Remains in Full Force and Effect. Except as set forth herein, the Indenture shall remain in full force and effect and shall be otherwise unaffected hereby.

               (e) Incorporation of Indenture. All the provisions of this Supplement shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as supplemented and amended by this Supplement, shall be read, taken and construed as one and the same instrument. If any provision of this Supplement shall be inconsistent with any provision of the Indenture, the provisions of this Supplement shall control.

               (f) Headings. The headings of the Articles and Sections of this Supplement are inserted for convenience of reference and shall not be deemed to be a part thereof.

               (g) Counterparts. This Supplement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all for which together shall constitute one and the same instrument.

               (h) Conflict with Trust Indenture Act. If any provision of this Supplement limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under the Trust Indenture Act to be part of and govern any provision of this Supplement, such provision of the Trust Indenture Act shall control. If any provision of this Supplement modifies or excludes any provision of the Trust Indenture Act that may be so

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modified or excluded, the provision of the Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplement, as the case may be.

               (i) Separability Clause. In case any provision in this Supplement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

               (j) Benefits of Supplemental Indenture, Etc. This Supplement and all provisions hereof shall be binding upon, inure to the benefit of, and be enforceable by the Company, LSI, the Trustee and any holder of the Notes.

               (k) Recitals. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplement.

               (l) No Security Interest Created. Nothing in this Supplement, express or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction in which property of the Company and its Subsidiaries is located.

               (m) Governing Law. This Supplement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

[SIGNATURE PAGE FOLLOWS]

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          IN WITNESS WHEREOF, the parties have caused this Supplement to be duly executed and attested, all as of the date first above written, signifying their agreements contained in this Supplement.

AGERE SYSTEMS INC., as Issuer
By:	/s/ Peter Kelly
	Name:	Peter Kelly
	Title:	Executive Vice President and Chief Financial Officer
LSI LOGIC CORPORATION, as Guarantor
By:	/s/ Bryon Look
	Name:	Bryon Look
	Title:	Executive Vice President and Chief Financial Officer
THE BANK OF NEW YORK, as Trustee
By:	/s/ Mary LaGumina
	Name:	Mary LaGumina
	Title:	Vice President

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