**Exhibit14.1****CODE OF ETHICS FOR****PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS****OF****LSI LOGIC CORPORATION**
 

 
**CODE OF ETHICS FOR****PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS****OF****LSI LOGIC CORPORATION****Table of Contents**     INTRODUCTION AND PURPOSE  1 APPLICATION  1 ETHICAL CONDUCT  1 ACCOUNTABILITY  3 WAIVER AND AMENDMENT  3 DISCLOSURE  3 
 

 
**CODE OF ETHICS FOR****PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS****OF****LSI LOGIC CORPORATION**(as adopted by the Board of Directors on April 10, 2003)INTRODUCTION AND PURPOSEThis Code of Ethics for Principal Executive and Senior Financial Officers (the “Code”) helpsmaintain the standards of business conduct of LSI Logic Corporation (the “Company”) and ensurescompliance with legal requirements, specifically Section 406 of the Sarbanes-Oxley Act of 2002 andthe Securities and Exchange Commission (the “SEC”) rules promulgated thereunder.The purpose of the Code is to deter wrongdoing and promote ethical conduct. The matters covered inthis Code are of the utmost importance to the Company, our stockholders and our business partners,and are essential to our ability to conduct our business in accordance with our stated values.Nothing in this Code, in any Company policies and procedures, or in other related communications(verbal or written) creates or implies an employment contract or term of employment.APPLICATIONThe Code is applicable to the following persons (referred to collectively as “Officers”): **•** Our principal executive officer,  **•** Our principal financial officer,  **•** Our principal accounting officer or controller, and  **•** Persons performing similar functions.ETHICAL CONDUCTIt is the policy of the Company that each Officer:
 

 
 **•** Act honestly, ethically and with integrity.  **•** Avoid actual or apparent conflicts of interest, and disclose promptly any actualor apparent conflict of interest to the Company’s General Counsel. Conflicts ofinterest include, without limitation, the following: **•** Engaging in any activity that interferes with anOfficer’s performance of his or her responsibilities to the Company or isotherwise in conflict with or prejudicial to the Company (includingaccepting simultaneous employment with a Company supplier, customer,developer or competitor, or taking part in any activity that enhances orsupports a competitor’s position);  **•** Serving as a director of any company that competes withthe Company or failing to obtain prior Audit Committee approval for servingas a director of a Company supplier, customer, developer or other businesspartner;  **•** Conducting Company business with a relative orsignificant other, or with a business in which a relative or significantother is associated in any significant role, or employing any suchindividual in positions that have a financial dependence or influence;  **•** Accepting any offer, payment, promise to pay, orauthorization to pay any money, gift, or anything of value from customers,vendors, consultants, etc. that is perceived as intended, directly orindirectly, to influence any business decision, any act or failure to act,any commitment of fraud, or opportunity for the commission of fraud (exceptfor inexpensive gifts, infrequent business meals, celebratory events andentertainment, provided they are not excessive and do not create anappearance of impropriety); and  **•** Exploiting for personal gain opportunities that arediscovered through the use of corporate property, information or positionunless the opportunity is disclosed fully in writing to the Company’s Boardof Directors and the Board of Directors declines to pursue suchopportunity. **•** Perform responsibilities with a view to causing disclosure in the Company’spublic communications, including its periodic reports filed with the SEC, to beaccurate, complete, fair, understandable and timely.  **•** Comply with applicable governmental laws, rules and regulations, and acquireappropriate knowledge of such laws, rules and regulations relating to the Officer’sduties sufficient to enable the Officer to recognize potential dangers and to knowwhen to seek advice from the Legal Department.  **•** Promote ethical behavior among subordinates and peers.  **•** Use corporate assets and resources employed or entrusted in a responsiblemanner.  **•** Report promptly any conduct that the Officer believes to be a violation of theCode to the Company’s General Counsel and cooperate in any internal or external
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   investigations of possible violations. It is against the Company’s policy toretaliate in any way against any person for good faith reporting of violations ofapplicable law, this Code or any other Company policy, or against any person who isassisting in any investigation or process with respect to such a violation.In all cases, if you are unsure about the appropriateness of an event or action, you should seekassistance in interpreting the requirements of this Code by contacting the Company’s GeneralCounsel.ACCOUNTABILITYActual violations of this Code, including failures to report potential violations by others,can lead to disciplinary action at the Company’s discretion, up to and including termination.WAIVER AND AMENDMENTWe are committed to continuously reviewing and updating our policies and procedures.Therefore, this Code is subject to modification. Any amendment or waiver of any provision of thisCode must be approved in writing by the Company’s Board of Directors.DISCLOSUREWe are required to disclose promptly and in accordance with applicable law any change in, orwaiver of, any provision of the Code.
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