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                                                                   Exhibit 10.37

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                                 FIRST AMENDMENT

                                       TO

                     LEASE AND SECURITY AGREEMENT (LEASE B)

                           Dated as of March 31, 2003

                                      among

                     Bank of America, National Association,
                                   as Lessor,

                             LSI Logic Corporation,
                                   as Lessee,

                                       and

                Wells Fargo Bank Northwest, National Association,
                                    as Agent

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                                                           LSI Logic Corporation
                                                                         Lease B

            FIRST AMENDMENT TO LEASE AND SECURITY AGREEMENT (LEASE B)

         THIS FIRST AMENDMENT TO LEASE AND SECURITY AGREEMENT (LEASE B) (this
"First Amendment") is dated as of March 31, 2003 and is among LSI LOGIC
CORPORATION, a Delaware corporation ("Lessee"); BANK OF AMERICA, NATIONAL
ASSOCIATION ("Lessor") and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not
in its individual capacity, except as expressly stated in the Lease, but solely
as Agent (the "Agent").

                                    RECITALS:

         A.       Pursuant to the Lease and Security Agreement (Lease B) dated
as of March 28, 2003 (the "Lease"), among Lessee, Lessor and Agent, Lessee
agreed to lease from Lessor, and Lessor agreed to lease to Lessee, certain Items
of Equipment. Capitalized terms used but not otherwise defined in this First
Amendment shall have the meanings assigned to such terms in the Lease.

         B.       Pursuant to the Cash Collateral Agreement, Lessee granted to
Lessor a security interest in the Cash Collateral and the Cash Collateral
Accounts in order to secure Lessee's obligations under the Lease and the other
Operative Documents.

         C.       Pursuant to the Control Agreements, Lessee, Lessor and the
various Securities Intermediaries perfected the Lessor's security interest in
the various Cash Collateral Accounts.

         D.       Pursuant to the Lessor Participation Agreement, Lessor, as
seller, sold to the buyers thereunder (the "Buyers"), interests in portions of
the Lease Balance, and the rights appurtenant thereto, including the right to
direct the Lessor to direct the applicable Securities Intermediary to release
Cash Collateral to such Buyer upon an acceleration of the Lease Balance.

         E.       As a condition precedent to the issuance by Lessor of a
non-recourse note to Lombard US Equipment Finance Corporation, Lombard U.S.
Equipment Finance Corporation has required that Lessor collaterally assign its
retained interest in the Series A Lease Balance and its rights with respect
thereto, including Lessor's rights with respect to the Cash Collateral
ultimately securing Lessee's obligations to Lessor with respect to Lessors
retained interest in the Series A Lease Balance, pursuant to a collateral
assignment agreement (the "Collateral Agreement").

         F.       In order to reflect such collateral assignment, the parties
hereto wish to amend the Lease in the respects and only in the respects set
forth herein.

         G.       All requirements of law have been fully complied with and all
other acts and things necessary to make this First Amendment a legal, valid and
binding instrument according to its terms for the purposes herein expressed have
been done or performed.

         NOW, THEREFORE, upon the full and complete satisfaction of the
conditions precedent to the effectiveness of this First Amendment set forth in
Section 3 hereof, and in consideration of

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                                                           LSI Logic Corporation
                                                                         Lease B

good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

SECTION 1.        AMENDMENTS TO THE LEASE.

         Section 1.1.      The following defined terms contained in Article I of
the Lease shall be and are hereby amended and restated in their entirety to read
as follows:

                  "Required Bank of America Cash Collateral Amount" shall mean,
         as of any date of determination, an amount equal to 100% of the Series
         A Lease Balance held by Lessor, plus 100% of the Series A Accrual Rent
         relating to such portion of the Series A Lease Balance due on the next
         succeeding Payment Date; provided that so long as and to the extent
         that Lessor's interest in the Series A Lease Balance is collaterally
         assigned to a third party, such Series A Lease Balance shall be deemed
         not held by Lessor for purposes of this definition."

                  "Required Lombard Cash Collateral Amount" shall mean, as of
         any date of determination, an amount equal to 100% of the Series A
         Lease Balance held by Lombard US Equipment Finance Corporation, plus
         100% of the Series A Accrual Rent relating to such portion of the
         Series A Lease Balance due on the next succeeding Payment Date;
         provided that such amount shall include the Required Bank of America
         Cash Collateral Amount for so long as Lessor's interest in the Series A
         Lease Balance is collaterally assigned to Lombard US Equipment Finance
         Corporation."

         Section 1.2.      Section 18.1(j). Section 18.1(j) of the Lease shall
be and is hereby amended and restated in its entirety to read as follows:

                  "(j)     Cash Collateral. Lessee shall maintain at all times
         Cash Collateral in each of the Cash Collateral Accounts (except the
         Bank of America Cash Collateral Account while the Lessor's interest in
         the Series A Lease Balance are collaterally assigned to a third party)
         with a value equal to or greater than the Required Cash Collateral
         Amount for each such Cash Collateral Account."

SECTION 2.        CONDITIONS TO EFFECTIVENESS.

         This First Amendment shall become effective on March 31, 2003 (the
"Effective Date") upon the satisfaction of the following conditions precedent:

                  (a)      This First Amendment and the Collateral Agreement
         shall have been duly authorized, executed and delivered by each of the
         parties hereto.

                  (b)      After giving effect to this First Amendment and the
         Collateral Agreement, the Operative Documents shall be in full force
         and effect as to all parties and no Lease Default or Lease Event of
         Default shall have occurred or be continuing.

                                       -2-

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                                                           LSI Logic Corporation
                                                                         Lease B

                  (c)      Lombard US Equipment Finance Corporation shall have
         received an original, duly executed Note in favor of Lombard US
         Equipment Finance Corporation incurred in the principal amount of
         $13,381,620.

                  (d)      Lessee shall have paid to the Persons entitled
         thereto all costs and expenses incurred in connection with this First
         Amendment (including any amendment fees).

                  (e)      All UCC financing statements necessary or appropriate
         to perfect the security interest of Lombard US Equipment Finance
         Corporation under the Collateral Agreement shall have been filed.

                  (f)      At the direction of Lessor, the Bank of America
         Securities Intermediary shall have paid over to Lombard US Equipment
         Finance Corporation for investment account number LSI26501,
         $13,381,620.

                  (g)      The representations and warranties of the Lessee set
         forth herein shall be true and correct in all material respects.

SECTION 3.        REPRESENTATIONS AND WARRANTIES; REAFFIRMATION OF SECURITY
                  INTERESTS.

         Section 3.1.      Representations and Warranties. In order to induce
the Agent and Lessor to enter into this First Amendment, Lessee represents and
warrants to such parties that, as of the date hereof:

                  (a)      No Default or Event of Default has occurred and is
         continuing, or will occur as a result of, or after giving effect to,
         this First Amendment.

                  (b)      After giving effect to this First Amendment, the
         representations and warranties of Lessee contained in Section 17.1 of
         the Lease are true and correct in all material respects on and as of
         the date hereof, except to the extent such representations and
         warranties relate to an earlier date, in which case such
         representations and warranties shall have been true and correct in all
         material respects on and as of such earlier date. For purposes of the
         foregoing representation, the term "Operative Documents" as used in
         Section 17.1 of the Lease shall include this First Amendment and the
         other Operative Documents as amended hereby.

                  (c)      Each of the Operative Documents is in full force and
         effect.

         Section 3.2.      Reaffirmation of Lien and Security Interest of
Lessee. Lessee hereby reaffirms its grant of a lien and security interest to the
Lessor in the Lessee Collateral as set forth in the Lease and the Cash
Collateral Agreement, as applicable, and in each case, as amended pursuant
hereto.

                                       -3-

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                                                           LSI Logic Corporation
                                                                         Lease B

SECTION 4.        MISCELLANEOUS

         Section 4.1.      Construction. This First Amendment shall be construed
in connection with and as part of the Operative Documents, and except as
modified and expressly amended by this First Amendment, all terms, conditions
and covenants contained in the Operative Documents are hereby ratified and shall
be and remain in full force and effect.

         Section 4.2.      Headings and Table of Contents. The headings of the
Sections of this First Amendment are inserted for purposes of convenience only
and shall not be construed to affect the meaning or construction of any of the
provisions hereof and any reference to numbered Sections, unless otherwise
indicated, are to Sections of this First Amendment.

         Section 4.3.      References. Any and all notices, requests,
certificates and other instruments executed and delivered after the execution
and delivery of this First Amendment may refer to the Lease and the other
Operative Documents without making specific reference to this First Amendment
but nevertheless all such references shall be deemed to include this First
Amendment unless the context otherwise requires.

         Section 4.4.      Counterparts. This First Amendment may be executed in
any number of counterparts, each executed counterpart constituting an original
but all together only one amendment.

         SECTION 4.5.      GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF, THE STATE OF
CALIFORNIA, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF STATE.

                            [SIGNATURE PAGES FOLLOW]

                                       -4-

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                                                           LSI Logic Corporation
                                                                         Lease B

         IN WITNESS WHEREOF, the parties heretoabove caused this First Amendment
to be duly executed and delivered by their properly and duly authorized officers
as of the day and year first above written.

                                       LSI LOGIC CORPORATION, as Lessee

                                       By:______________________________________
                                          Name:_________________________________
                                          Title:________________________________

                                       WELLS FARGO BANK NORTHWEST, NATIONAL
                                          ASSOCIATION, not in its individual
                                          capacity, but solely as Agent

                                       By:______________________________________
                                          Name:_________________________________
                                          Title:________________________________

                                       BANK OF AMERICA, NATIONAL ASSOCIATION,
                                       as Lessor

                                       By:______________________________________
                                          Name:_________________________________
                                          Title:________________________________