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Exhibit 4.1


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;


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


     (c) Pursuant to the authority conferred upon the Board of Directors of the Corporation by
this Paragraph F, Section 4, the Board of Directors created a series of 500,000 shares of Preferred
Stock designated as Series A Participating Preferred Stock (the “Series A Preferred Stock”) by
filing a Certificate of Designation of the Corporation with the Secretary of State of the State of
Delaware on December 8, 1998, and the designations, powers, preferences and relative and other
special rights and the qualifications, limitations and restrictions of the Series A Preferred Stock
are set forth in Appendix A hereto and are incorporated herein by reference.


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 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


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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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Appendix A



     SECTION 1. Designation and Amount. The shares of such series shall be designated as
“Series A Participating Preferred Stock.” The Series A Participating Preferred Stock shall have a
par value of $0.01 per share, and the number of shares constituting such series shall be 500,000.



     SECTION 2. Proportional Adjustment. In the event the Corporation shall at any time
after the issuance of any share or shares of Series A Participating Preferred Stock (i) declare any
dividend on Common Stock of the Corporation payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of
shares, then in each such case the Corporation shall simultaneously effect a proportional
adjustment to the number of outstanding shares of Series A Participating Preferred Stock.



     SECTION 3. Dividends and Distributions.



          (a) Subject to the prior and superior right of the holders of any shares of any series of
Preferred Stock ranking prior and superior to the shares of Series A Participating Preferred Stock
with respect to dividends, the holders of shares of Series A Participating Preferred Stock shall be
entitled to receive when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the last day of January, April,
July and October in each year (each such date being referred to herein as a “Quarterly Dividend
Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of
a share or fraction of a share of Series A Participating Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to 1,000 times the aggregate per share amount of all cash
dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared
on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Participating Preferred Stock.



          (b) The Corporation shall declare a dividend or distribution on the Series A Participating
Preferred Stock as provided in paragraph (a) above immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable in shares of Common Stock).



          (c) Dividends shall begin to accrue on outstanding shares of Series A Participating Preferred
Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of
Series A Participating Preferred Stock, unless the date of issue of such shares is prior to the
record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the determination of holders
of shares of Series A Participating Preferred Stock entitled to receive a quarterly dividend and
before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin
to accrue from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear











 





interest. Dividends paid on the shares of Series A Participating Preferred Stock in an amount less
than the total amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The
Board of Directors may fix a record date for the determination of holders of shares of Series A
Participating Preferred Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be no more than 30 days prior to the date fixed for the payment
thereof.



     SECTION 4. Voting Rights. The holders of shares of Series A Participating Preferred
Stock shall have the following voting rights:



          (a) Each share of Series A Participating Preferred Stock shall entitle the holder thereof to
1,000 votes on all matters submitted to a vote of the stockholders of the Corporation.




          (b) Except as otherwise provided herein or by law, the holders of shares of Series A
Participating Preferred Stock and the holders of shares of Common Stock shall vote together as one
class on all matters submitted to a vote of stockholders of the Corporation.




          (c) Except as required by law, holders of Series A Participating Preferred Stock shall have no
special voting rights and their consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.



     SECTION 5. Certain Restrictions.



          (a) The Corporation shall not declare any dividend on, make any distribution on, or redeem or
purchase or otherwise acquire for consideration any shares of Common Stock after the first issuance
of a share or fraction of a share of Series A Participating Preferred Stock unless concurrently
therewith it shall declare a dividend on the Series A Participating Preferred Stock as required by
Section 3 hereof.



          (b) Whenever quarterly dividends or other dividends or distributions payable on the Series A
Participating Preferred Stock as provided in Section 3 are in arrears, thereafter and until all
accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A
Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not



               (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or
otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Participating Preferred Stock;



               (ii) declare or pay dividends on, make any other distributions on any shares of stock ranking
on a parity (either as to dividends or upon liquidation, dissolution or winding
up) with Series A Participating Preferred Stock, except dividends paid ratably on the Series A



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Participating Preferred Stock and all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders of all such shares are then
entitled;



               (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on
a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A
Participating Preferred Stock, provided that the Corporation may at any time redeem, purchase or
otherwise acquire shares of any such parity stock in exchange for shares of any stock of the
Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up)
to the Series A Participating Preferred Stock;



               (iv) purchase or otherwise acquire for consideration any shares of Series A Participating
Preferred Stock, or any shares of stock ranking on a parity with the Series A Participating
Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or classes.



          (c) The Corporation shall not permit any subsidiary of the Corporation to purchase or
otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation
could, under paragraph (a) of this Section 5, purchase or otherwise acquire such shares at such
time and in such manner.




     SECTION 6. Reacquired Shares. Any shares of Series A Participating Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and
canceled promptly after the acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock and may be reissued as part of a new
series of Preferred Stock to be created by resolution or resolutions of the Board of Directors,
subject to the conditions and restrictions on issuance set forth herein and, in the Restated
Certificate of Incorporation, as then amended.



     SECTION 7. Liquidation Dissolution or Winding Up. Upon any liquidation, dissolution
or winding up of the Corporation, the holders of shares of Series A Participating Preferred Stock
shall be entitled to receive an aggregate amount per share equal to 1,000 times the aggregate
amount to be distributed per share to holders of shares of Common Stock plus an amount equal to any
accrued and unpaid dividends on such shares of Series A Participating Preferred Stock.



     SECTION 8. Consolidation Merger, etc. In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other property, then in
any such case the shares of Series A Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share equal to 1,000 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case may be, into which
or for which each share of Common Stock is changed or exchanged.



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     SECTION 9. No Redemption. The shares of Series A Participating Preferred Stock shall
not be redeemable.



     SECTION 10. Ranking. The Series A Participating Preferred Stock shall rank junior to
all other series of the Corporation’s Preferred Stock as to the payment of dividends and the
distribution of assets, unless the terms of any such series shall provide otherwise.



     SECTION 11. Amendment. The Restated Certificate of Incorporation of the Corporation
shall not be further amended in any manner which would materially alter or change the powers,
preference or special rights of the Series A Participating Preferred Stock so as to affect them
adversely without the affirmative vote of the holders of a majority of the outstanding shares of
Series A Participating Preferred Stock, voting separately as a class.



     SECTION 12. Fractional Shares. Series A Participating Preferred Stock may be issued
in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional
shares, to exercise voting rights, receive dividends, participate in distributions and to have the
benefit of all other rights of holders of Series A Participating Preferred Stock.



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