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Exhibit 2.2


TAX SHARING AGREEMENT

Between


LSI LOGIC CORPORATION


and


LSI LOGIC STORAGE SYSTEMS, INC.


March 15, 2004






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TABLE OF CONTENTS

|                                         |     |  |                                                    |      |  |   | 
|---------------------------------------- | --- |  | -------------------------------------------------- | ---- |  | - | 
|                                         |     |  |                                                    | Page
|                                         |     |  |                                                    |     
|ARTICLE I  DEFINITIONS                   |     |  | 1                                                  |     
|                                         | 1.1 |  | CODE                                               |      |  | 1 | 
|                                         | 1.2 |  | CONSOLIDATED RETURNS                               |      |  | 1 | 
|                                         | 1.3 |  | DECONSOLIDATION                                    |      |  | 1 | 
|                                         | 1.4 |  | DISTRIBUTION                                       |      |  | 1 | 
|                                         | 1.5 |  | GROUP                                              |      |  | 1 | 
|                                         | 1.6 |  | GROUP TAX LIABILITY                                |      |  | 1 | 
|                                         | 1.7 |  | LSI LOGIC                                          |      |  | 1 | 
|                                         | 1.8 |  | LSI LOGIC GROUP                                    |      |  | 1 | 
|                                         | 1.9 |  | MASTER SEPARATION AGREEMENT                        |      |  | 2 | 
|                                         | 1.1 |  | 0 MEMBER                                           |      |  | 2 | 
|                                         | 1.1 |  | 1 PERSON                                           |      |  | 2 | 
|                                         | 1.1 |  | 2 SEPARATE RETURN TAX LIABILITY                    |      |  | 2 | 
|                                         | 1.1 |  | 3 SEPARATION                                       |      |  | 2 | 
|                                         | 1.1 |  | 4 SSI BUSINESS                                     |      |  | 2 | 
|                                         | 1.1 |  | 5 SSI GROUP                                        |      |  | 2 | 
|                                         | 1.1 |  | 6 TAX RETURNS                                      |      |  | 2 | 
|                                         | 1.1 |  | 7 TAXES                                            |      |  | 2 | 
|                                        
|ARTICLE II  FILING OF RETURNS            |     |  | 2                                                  |     
|                                         | 2.1 |  | LSI LOGIC FILINGS                                  |      |  | 2 | 
|                                         | 2.2 |  | LSI LOGIC DISCRETION                               |      |  | 2 | 
|                                         | 2.3 |  | NEW MEMBERS                                        |      |  | 3 | 
|                                         | 2.4 |  | REVIEW OF TAX RETURNS                              |      |  | 3 | 
|                                        
|ARTICLE III  PAYMENTS                    |     |  | 3                                                  |     
|                                         | 3.1 |  | PAYMENTS OF SEPARATE RETURN TAX LIABILITY          |      |  | 3 | 
|                                         | 3.2 |  | ESTIMATED INCOME TAX PAYMENTS                      |      |  | 3 | 
|                                        
|ARTICLE IV  CHANGES IN TAX
    LIABILITY |     |  | 3                                                  |     
|                                         | 4.1 |  | ADJUSTMENTS                                        |      |  | 3 | 
|                                         | 4.2 |  | ADJUSTMENTS IF GROUP TAX LIABILITY UNCHANGED       |      |  | 4 | 
|                                         | 4.3 |  | CARRYBACKS                                         |      |  | 4 | 
|                                         | 4.4 |  | MORE THAN ONE RECOMPUTATION                        |      |  | 4 | 
|                                         | 4.5 |  | PENALTIES; INTEREST                                |      |  | 4 | 
|                                         | 4.6 |  | SEPARATELY STATED INTEREST                         |      |  | 4 | 
|                                        
|ARTICLE V  INDEMNIFICATION               |     |  | 4                                                  |     
|                                         | 5.1 |  | INDEMNIFICATION BY SSI                             |      |  | 4 | 
|                                         | 5.2 |  | INDEMNIFICATION BY LSI LOGIC                       |      |  | 5 | 
|                                         | 5.3 |  | INDEMNIFICATION PAYMENTS DUE                       |      |  | 5 | 
|                                         | 5.4 |  | TAXES AND TAX BENEFITS ON INDEMNIFICATION PAYMENTS |      |  | 5 | 
|                                        
|ARTICLE VI  DEFAULT INTEREST             |     |  | 5                                                  |     

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|                                                       |     |  |                                                           |      |  |   | 
|------------------------------------------------------ | --- |  | --------------------------------------------------------- | ---- |  | - | 
|                                                       |     |  |                                                           | Page
|                                                       |     |  |                                                           |     
|                                                      
|ARTICLE VII  RESOLUTION OF DISPUTES                    |     |  | 5                                                         |     
|                                                       | 7.1 |  | BEFORE DECONSOLIDATION                                    |      |  | 5 | 
|                                                       | 7.2 |  | AFTER DECONSOLIDATION                                     |      |  | 5 | 
|                                                      
|ARTICLE VIII  INFORMATION AND
    EXPENSES; TAX AUDITS |     |  | 6                                                         |     
|                                                       | 8.1 |  | GROUP TAX RETURNS; RECORDS                                |      |  | 6 | 
|                                                       | 8.2 |  | REFUNDS; DISPUTES WITH TAXING AUTHORITIES                 |      |  | 6 | 
|                                                      
|ARTICLE IX  MISCELLANEOUS                              |     |  | 6                                                         |     
|                                                       | 9.1 |  | LIMITATION OF LIABILITY                                   |      |  | 6 | 
|                                                       | 9.2 |  | ENTIRE AGREEMENT                                          |      |  | 6 | 
|                                                       | 9.3 |  | GOVERNING LAW                                             |      |  | 6 | 
|                                                       | 9.4 |  | TERMINATION                                               |      |  | 7 | 
|                                                       | 9.5 |  | NOTICES                                                   |      |  | 7 | 
|                                                       | 9.6 |  | COUNTERPARTS                                              |      |  | 7 | 
|                                                       | 9.7 |  | BINDING EFFECT; ASSIGNMENT                                |      |  | 7 | 
|                                                       | 9.8 |  | SEVERABILITY                                              |      |  | 7 | 
|                                                       | 9.9 |  | FAILURE OR INDULGENCE NOT WAIVER; REMEDIES
    CUMULATIVE |      |  | 8 | 
|                                                       | 9.1 |  | 0 AMENDMENT                                               |      |  | 8 | 
|                                                       | 9.1 |  | 1 INTERPRETATION                                          |      |  | 8 | 

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TAX SHARING AGREEMENT

This Tax Sharing Agreement (the
Agreement) is entered into as of
March 15, 2004 between LSI Logic Corporation, a Delaware
corporation (as further defined below, LSI
Logic), and LSI Logic Storage Systems, Inc., a
Delaware corporation (SSI). Capitalized terms
used herein and not otherwise defined herein shall have the
meanings ascribed to such terms in Article Ihereof.

RECITALS

1. LSI Logic is the parent of an affiliated
group of corporations, as defined in section 1504(a) of the
Internal Revenue Code of 1986, as amended (the
Code), of which SSI is a member.

2. LSI Logic on behalf of its affiliated
group, has filed for previous taxable years consolidated federal
income tax returns in accordance with section 1501 of the
Code and is required to file consolidated federal income tax
returns for subsequent taxable years.

3. LSI Logic currently owns all of the
issued and outstanding stock of SSI.

4. Heretofore, LSI Logic and SSI have
conducted their businesses separately.

5. LSI Logic and SSI desire to delineate and
clarify their relationship by entering into certain agreements
to further separate the businesses conducted by LSI Logic and
SSI (the Separation).

6. The parties wish to provide for the
allocation between them of their consolidated tax liabilities,
including federal income tax liability, various other federal,
state, local, non-U.S. and other tax liabilities, and certain
related matters.

NOW, THEREFORE, in consideration of the foregoing
and of the covenants and agreements set forth below, the parties
agree as follows:

ARTICLE I

DEFINITIONS

For purposes of this Agreement, the terms set
forth below shall be defined as follows:

1.1     Codehas the meaning set forth in the Recitals hereof.

1.2     Consolidated
Returns means any consolidated, combined or unitary
Tax Returns filed by LSI Logic with respect to United States
federal, state, local or non-U.S. Taxes, including Taxes
imposed or based on net income, net worth or gross receipts.

1.3     Deconsolidation
with respect to a Group filing a Consolidated Return shall mean
an event which causes the Group to cease to be eligible to file
such Consolidated Return.

1.4     Distribution
shall mean a distribution of SSI stock by LSI Logic to LSI
Logics shareholders in a transaction intended to qualify
as a tax-free distribution under section 355 of the Code.

1.5     Group
shall mean LSI Logic, SSI, and all other corporations (whether
now existing or hereafter formed or acquired) that are required
to join with LSI Logic in filing a Consolidated Return.

1.6     Group
Tax Liability shall mean the consolidated tax
liability of a Group reported on a Groups Consolidated
Return.

1.7     LSI
Logic shall mean (i) LSI Logic, (ii) any
successor common parent corporation described in Treas.
Reg. § 1.1502-75(d)(2)(i) or (ii), or
(iii) any corporation as to which LSI Logic (or successor
corporation described in clause (ii) hereof) is the
predecessor within the meaning of Treas.
Reg. § 1.1502-1(f)(4), if such corporation
acquires LSI Logic (or a successor corporation described in
clause (ii) hereof) in a reverse acquisition
within the meaning of Treas.
Reg. § 1.1502-75(d)(3).

1.8     LSI
Logic Group shall have the meaning given in the Master
Separation Agreement.

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1.9     Master
Separation Agreement shall mean the Master Separation
Agreement between LSI Logic and SSI effective as of
December 31, 2003 (as may be amended from time to time).

1.10     Member
shall mean any corporation that is included in a Group, or any
successor to such corporation. Member shall also
include SSI after a Deconsolidation or the Distribution with
respect to SSIs inclusion in Consolidated Returns.

1.11     Person
shall have the meaning given in the Master Separation Agreement.

1.12     Separate
Return Tax Liability relates to any Tax reported on a
Consolidated Return and shall mean, for any taxable year (or
portion of a year), the hypothetical tax liability of each
Member equal to the highest corporate tax rate in effect for
such year multiplied by such Members taxable income,
provided that the hypothetical tax liability shall be modified
by taking into account losses and carryovers of losses of such
Member from prior years and, to the extent actually used,
credits of such Member. The Separate Return Tax Liability of
Member shall be calculated by employing the methods and
principles of accounting, elections and conventions that are
used by the Group. A Members taxable income shall be
determined on a pro forma basis as if the Member had filed its
own separate tax return for such year. The Separate Return Tax
Liability of a Member shall include any interest or penalties
that would have been shown as due had such Member filed a
separate tax return for the taxable year or period in accordance
with this Section 1.12.

For purposes of determining the Separate Return
Tax Liability of a Member, the following special rules shall
apply:



| |                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) The Separate Return Tax Liability of SSI
    shall include all Taxes relating to, arising out of or resulting
    from the conduct of the SSI Business for any Tax period or
    portion of a period, whether before or after Separation,
    Deconsolidation or the Distribution.
|
| | (b) LSI Logic may from time to time
    establish any other special rules that LSI Logic in its sole
    discretion deems necessary or appropriate to carry out the
    purposes of this Agreement.                                                                                   

1.13     Separation
has the meaning set forth in the Recitals hereof.

1.14     SSI
Business shall have the meaning given in the General
Assignment and Assumption Agreement between LSI Logic and SSI
effective as of December 31, 2003 (as may be amended from
time to time).

1.15     SSI
Group shall have the meaning given in the Master
Separation Agreement.

1.16     Tax
Returns means all returns, reports and information
statements (including all exhibits and schedules thereto and
including amendments) required to be filed with a taxing
authority with respect to any Taxes.

1.17     Taxes
means all federal, state, local and foreign income, profits,
franchise, sales, use, occupation, property, severance, excise,
payroll, withholding and any other taxes (including interest and
penalties thereon), including any contractual or legal liability
for other persons liability for such amounts.

ARTICLE II

FILING OF RETURNS

2.1     LSI Logic
Filings. LSI Logic shall, on a timely basis, file or cause
to be filed, Consolidated Returns and estimated Tax Returns for
each taxable year during the term of this Agreement and shall
pay in full any Tax shown as due thereon. Each Member shall
execute and file such consents, elections, and other documents
as may be required or appropriate for the proper filing of such
returns. Each Member shall also maintain such books and records
and provide such information as LSI Logic may request in
connection with the matters contemplated by this Agreement.

2.2     LSI Logic
Discretion. LSI Logic shall have the right, in its sole
discretion, to (i) make any elections which are employed in
the filing of such Consolidated Returns, including any elections
denominated

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as such in the Code such as choice of methods of
accounting and depreciation; (ii) determine the manner in
which such returns shall be prepared and filed, including
without limitation, the manner in which any item of income,
gain, loss, deduction or credit shall be reported;
(iii) contest, compromise or settle any adjustment or
deficiency proposed, asserted or assessed as a result of any
audit of any such returns; (iv) file, prosecute, compromise
or settle any claim for refund; (v) determine whether any
refunds to which the Group may be entitled shall be paid by way
of refund or credit against the tax liability of the Group and
(vi) allocate Tax assets and attributes including losses,
credits and earnings and profits.


2.3     New
Members. Upon formation or acquisition of a corporation that
is a Member of the Group, LSI Logic shall cause such corporation
to execute and be bound by this Agreement as of the first date
on which such corporation becomes a Member of the Group. LSI
Logic shall accept delivery, as agent of each Member of the
Group, of the counterpart of this Agreement executed by such
corporation.

2.4     Review of Tax
Returns.     LSI Logic shall have
the right to review and consent to the federal income tax return
and all state income tax returns filed by a Member for such
Members first tax year after such Member ceases to be a
Member of the Group, such consent not to be unreasonably
withheld.

ARTICLE III

PAYMENTS

For each taxable year of the Group with respect
to which a Consolidated Return is filed, the Members of the
Group shall make payments to LSI Logic in the following manner:

3.1     Payments of
Separate Return Tax Liability. Each Member shall pay to LSI
Logic the amount of such Members Separate Return Tax
Liability not later than forty-five (45) days after the
date on which the relevant tax return is required to be filed
(taking account of any extensions thereof).

3.2     Estimated
Income Tax Payments. In the case of income taxes, each
Member shall pay to LSI Logic (provided that LSI Logic, in its
sole discretion, may waive payment or permit later payment), not
later than forty-five (45) days after the date such Member
would be required to make payment of estimated income taxes were
such Member to file a separate income tax return for the taxable
year (including any payment due at the time any extension of
time for the filing of such hypothetical return is obtained), an
amount, as determined by LSI Logic in a manner consistent with
Section 1.12, equal to the portion of such
Members Separate Return Tax Liability that would be due
were such Member to file a separate income tax return for the
taxable year. Any payments made by a Member to LSI Logic under
this Section 3.2 with respect to a taxable year
shall be applied to reduce the amount, if any, owing by the
Member under Section 3.1 with respect to income
taxes due for such year. Any excess of such payments over the
amount determined under Section 3.1 for such year
shall be repaid by LSI Logic to the Member not later than
forty-five (45) days after the date on which the
appropriate Group income tax return is filed or, to the extent
that such excess represents all or a part of a tax refund
claimed by the Group, not later than forty-five (45) days
after the receipt of such refund.

ARTICLE IV

CHANGES IN TAX LIABILITY

4.1     Adjustments.
If with respect to any taxable year (i) the Group files an
amended Consolidated Return reporting a consolidated tax
liability different from the Group Tax Liability, (ii) the
Group Tax Liability or any Members tax liability is
adjusted and such adjustment is a part of a final
determination as the term is defined in
section 1313(a) of the Code or similar provisions of
applicable law, or (iii) the Group is assessed and pays
income taxes in excess of the Group Tax Liability by reason of
any of the events specified in section 6213(b) or
(d) of the Code or similar provisions of applicable law,
then the amounts of the payments required under
Article III shall be recomputed, subject to the
limitations of Section 4.3, to give effect to such
amended return, adjustment or assessment, as the case may be.
Each Member shall then pay to LSI Logic, or LSI Logic shall then
pay to each Member, as the case may be, any difference between
the amounts

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determined by such recomputation and the amounts
previously paid. Such payments shall be made no later than
(i) where an additional payment of tax by the Group is due
as a result of such amended return, adjustment or assessment,
the later of (a) forty-five (45) days after the date
of which such additional payment of tax is due and
(b) forty-five (45) days after the date on which LSI
Logic notifies a Member of the amount of payment due from such
Member pursuant to this Section 4.1; or
(ii) where the Group receives a refund arising from such
amended return or adjustment, forty-five (45) days after
the receipt of such refund.


4.2     Adjustments
if Group Tax Liability Unchanged. If with respect to any
taxable year the Group files an amended Consolidated Return
reporting a consolidated tax liability identical to the Group
Tax Liability, then the amounts of the payments required under
Article III, subject to the limitations of
Section 4.3, shall be recomputed to give effect to
such amended return. Not later than forty-five (45) days
after the filing of such amended return, each Member shall pay
to LSI Logic, or LSI Logic shall pay to each Member, as the case
may be, any difference between the amounts determined by such
recomputation and the amounts previously paid.

4.3     Carrybacks.
SSI will elect under section 172(b)(3) of the Code or
similar provisions of other applicable tax laws to forego the
ability to carry back any loss, credit or similar tax attribute
recognized after Deconsolidation to tax periods ending on or
before Deconsolidation. If with respect to any taxable year a
Member realizes a loss or credit that would be permitted under
the Code or other applicable tax law (taking into account any
election under section 172(b)(3) of the Code or similar
provisions of other applicable tax laws) to be carried to one or
more taxable years that precede such taxable year if such Member
had filed a separate tax return for all such taxable years, then
the amounts of the payments required under
Article III for such taxable years shall be
recomputed to give effect to such carryback. Each Member shall
pay to LSI Logic, or LSI Logic shall pay to each Member, as the
case may be, any difference between the amounts determined by
such recomputation and the amounts previously paid not later
than forty-five (45) days after the date on which the
Groups federal income tax return for the taxable year is
filed, or to the extent that such difference represents all or
part of a tax refund claimed by the Group, not later than
forty-five (45) days after the receipt of such refund.

4.4     More than One
Recomputation. The parties recognize that a recomputation
under Sections 4.1, 4.2 or 4.3 of the amounts
of the payments required under Article III for any
taxable year will not necessarily be the final determination of
the amounts of such payments for such year, and the amounts of
such payments may be recomputed more than once.

4.5     Penalties;
Interest. In the event that a change in the tax liability of
the Group arising from an amended return, adjustment or
assessment described in Section 4.1 results or will
result in the receipt or payment of interest, or the payment or
recovery of penalties in excess of the aggregate interest or
penalties included in determining the aggregate Separate Return
Tax Liability of all of the Members, such interest or penalties
shall be allocated to each Member as follows: The total amount
of such excess interest or penalty shall be multiplied by a
fraction, the denominator of which is the amount of the change
in the Group Tax Liability on which the interest or penalty is
computed, and the numerator of which is the amount of the change
in the Members allocated tax liability, in both cases with
respect to the most recent prior computation of the Group Tax
Liability and the Members Separate Return Tax Liability.
Each Member shall pay to LSI Logic, or LSI Logic shall pay to
each Member, as the case may be, the excess interest or
penalties allocated to each Member pursuant to this
Section 4.5 at the same time the amounts payable
pursuant to Section 4.1 become payable.

4.6     Separately
Stated Interest. Except as provided in
Article VI, payments made pursuant to
Sections 4.1, 4.2, 4.3, 4.4 or 4.5 shall not
themselves bear interest.

ARTICLE V

INDEMNIFICATION

5.1     Indemnification
by SSI. SSI shall indemnify and hold harmless LSI Logic
against the amount of any and all liability, loss, expense or
damage LSI Logic may suffer or incur as a result of any or all
claims,

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demands, costs or expenses (including, without
limitation, attorneys and accountants fees),
interest, penalties or judgments made against it arising from or
incurred in relation to (i) any failure of SSI to pay any
amount to LSI Logic with respect to SSIs obligations under
Articles III and IV of this Agreement;
(ii) all Taxes (other than Taxes in respect of Consolidated
Returns) due or payable by SSI for any Tax period or portion of
a Tax period, whether before or after Separation,
Deconsolidation or the Distribution; (iii) all Taxes
relating to, arising out of or resulting from the conduct of the
SSI Business for any Tax period or portion of a period, whether
before or after Separation, Deconsolidation or the Distribution;
(iv) any Taxes in the nature of transfer Taxes incurred on
any transfer of assets by LSI Logic or any of its subsidiaries
to SSI or any of its subsidiaries; (v) any Taxes resulting
from the application of section 355(e) of the Code or
similar provisions of other applicable law to the Distribution
as a result of one or more acquisitions of SSI stock after the
Distribution, except for any Taxes which would result taking
into account only (A) issuances and dispositions of SSI
stock prior to the Distribution and (B) dispositions of SSI
stock by LSI Logic Corporation after the Distribution; and
(vi) any Taxes resulting from any action or failure to act
by SSI, or any condition known to SSI to exist (and not known to
LSI Logic to exist), which action, failure to act or condition
causes any representation made in connection with the opinion
provided to LSI Logic regarding the qualification of the
Distribution under section 355 of the Code to be untrue.


5.2     Indemnification
by LSI Logic. LSI Logic (i) shall indemnify and hold
harmless SSI against the amount of any and all liability, loss,
expense or damage SSI may suffer or incur as a result of any or
all claims, demands, costs or expenses (including, without
limitation, attorneys and accountants fees),
interest, penalties or judgments made against it arising from or
incurred in relation to all Taxes in respect of all Consolidated
Returns other than those Taxes for which SSI is responsible
under this Agreement and (ii) shall make any payment,
remove any lien and take any action reasonably necessary to
prevent SSI from incurring such liabilities, losses, expenses or
damages. SSI shall not be entitled to indemnification by LSI
Logic pursuant to this Article V unless SSI has made
all payments required of it pursuant to Articles III
and IV of this Agreement.

5.3     Indemnification
Payments Due. Payment pursuant to the indemnities provided
in this Article V shall be made within forty-five
(45) days of notice that a payment requiring
indemnification under this Article V has been made
by LSI Logic or SSI.

5.4     Taxes and Tax
Benefits on Indemnification Payments. If the receipt or
accrual of any payment under this Agreement is subject to any
Tax and/or generates any Tax benefit, the payor shall adjust the
amount of the payment so that the total amount received by the
payee, adjusted by applicable Taxes and/or Tax benefits, equals
the amount of the required payment.

ARTICLE VI

DEFAULT INTEREST

Where payment required by this Agreement to be
made from one party to another is not made within the time
provided, the amount not timely paid shall bear interest at the
rate established pursuant to section 6621(a)(2) of the Code.

ARTICLE VII

RESOLUTION OF DISPUTES

7.1     Before
Deconsolidation. Any dispute or ambiguity concerning the
amount of any payment provided for under this Agreement shall be
resolved by LSI Logic in a manner consistent with the principles
and procedure set forth in this Agreement. The judgment of LSI
Logic shall be conclusive and binding upon each of the parties
to this Agreement.

7.2     After
Deconsolidation. Notwithstanding this
Section 7.2, in the event of a Deconsolidation,
disputes arising between SSI and LSI Logic under this Agreement
after the Deconsolidation shall be resolved

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by the procedure specified in
Section 3.7 of the Master Separation Agreement,
provided that if practicable the arbitrators shall be drawn from
nationally recognized accounting firms.


ARTICLE VIII

INFORMATION AND EXPENSES; TAX AUDITS

8.1     Group Tax
Returns; Records. LSI Logic is authorized to retain
accountants and attorneys for the purpose of preparing the
Groups Tax Returns provided for herein, and SSI agrees to
pay all costs incurred by SSI in furnishing records, documents
or information in the form requested by LSI Logic in connection
with the preparation of any such returns. SSI shall promptly
forward to LSI Logic any notice relating to any Consolidated
Return. Each of LSI Logic and SSI shall promptly
(i) forward to the other party any notice relating to any
Tax for which the other party might be responsible and
(ii) provide the other party with such records, documents
and information as the other party shall request in connection
with the preparation of such returns or in connection with any
dispute with the IRS or any other taxing authority. Each of LSI
Logic and SSI shall retain all Tax returns, schedules, work
papers and other Tax records relating to matters or periods
covered by this Agreement until the expiration of the statute of
limitations applicable to such underlying Taxes.

8.2     Refunds;
Disputes with Taxing Authorities. LSI Logic shall be
authorized to retain accountants and attorneys for the purpose
of preparing any of the refund claims provided for herein, and
for representation in connection with any SSI disputes with the
IRS or any other taxing authority, including any SSI dispute
arising after Deconsolidation to the extent such
post-Deconsolidation disputes relate to Consolidated Returns.
LSI Logic shall have sole and complete authority to control and
resolve any dispute relating to any Consolidated Return with the
IRS or any other taxing authority. SSI hereby delegates LSI
Logic as its agent and attorney-in-fact for the purpose of
filing Group Tax Returns and contesting Group Tax disputes. In
cases where the action taken is specific to SSI or where SSI has
agreed that the action taken is appropriate, SSI agrees to pay
the costs reasonably allocated to it by LSI Logic of employing
such attorneys and accountants (including associated court
costs), and to bear the costs incurred by it in furnishing
records, documents and testimony in connection with any such
matter. To the extent that a settlement would materially
increase SSIs liability under this Agreement, SSI shall
have the right to consent to such settlement, such consent not
to be unreasonably withheld.

ARTICLE IX

MISCELLANEOUS

9.1     Limitation of
Liability. IN NO EVENT SHALL ANY MEMBER OF THE LSI LOGIC
GROUP OR SSI GROUP BE LIABLE TO ANY OTHER MEMBER OF THE LSI
LOGIC GROUP OR SSI GROUP FOR ANY SPECIAL, CONSEQUENTIAL,
INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS,
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING
NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR
NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING
LIMITATIONS SHALL NOT LIMIT EITHER PARTYS OBLIGATIONS OR
LIABILITIES AS SET FORTH IN THIS AGREEMENT RELATING TO INTEREST
AND PENALTIES ASSESSED BY ANY TAX AUTHORITY.

9.2     Entire
Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof
and shall supersede all prior written and oral and all
contemporaneous oral agreements and understandings with respect
to the subject matter hereof.

9.3     Governing
Law. This Agreement shall be construed in accordance with,
and all Disputes hereunder shall be governed by, the laws of the
State of California, excluding its conflict of law rules, and
the United Nations Convention on Contracts for the International
Sale of Goods. The Superior Court of Santa Clara County
and/or the United States District Court for the Northern
District of California shall have

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jurisdiction and venue over all Disputes between
the parties that are permitted to be brought in a court of law
pursuant to Section 3.7 of the Master Separation
Agreement.


9.4     Termination.
This Agreement may be terminated at any time prior to any
issuance of SSI stock to persons other than LSI Logic, any
corporation in the Group, or employees, consultants or directors
of LSI Logic or SSI by and in the sole discretion of LSI Logic
without the approval of SSI. This Agreement may be terminated at
any time after any issuance of SSI stock to persons other than
LSI Logic, any corporation in the Group, or employees,
consultants or directors of LSI Logic or SSI by mutual consent
of LSI Logic and SSI. In the event of termination pursuant to
this Section 9.4, no party shall have any liability
of any kind to the other party.

9.5     Notices.Notices, offers, requests or other communications required or
permitted to be given by either party pursuant to the terms of
this Agreement shall be given in writing to the respective
parties to the following addresses:



| |                 
| | ----------------
| | if to LSI Logic:

LSI Logic Corporation

1621 Barber Lane


Milpitas, CA 95035


Attention: General Counsel


Fax: (408) 433-6896


if to SSI:

LSI Logic Storage Systems, Inc.

1621 Barber Lane


Milpitas, CA 95035


Attention: General Counsel


Fax: (408) 433-8323


or to such other address as the party to whom
notice is given may have previously furnished to the other in
writing as provided herein. Any notice involving
non-performance, termination, or renewal shall be sent by hand
delivery, recognized overnight courier or, within the United
States, may also be sent via certified mail, return receipt
requested. All other notices may also be sent by fax, confirmed
by first class mail. All notices shall be deemed to have been
given and received on the earlier of actual delivery or three
(3) days from the date of postmark.

9.6     Counterparts.This Agreement may be executed in counterparts, each of which
shall be deemed to be an original but all of which shall
constitute one and the same agreement.

9.7     Binding
Effect; Assignment.This Agreement
shall inure to the benefit of and be binding upon the parties
hereto and their respective legal representatives and successors
in interest, and nothing in this Agreement, express or implied,
is intended to confer upon any other Person any rights or
remedies of any nature whatsoever under or by reason of this
Agreement. This Agreement may be enforced separately by each
member of the LSI Logic Group and each member of the SSI Group.
Neither party may assign this Agreement or any rights or
obligations hereunder, without the prior written consent of the
other party, and any such assignment shall be void; provided,
however, either party may assign this Agreement to a
successor entity in conjunction with such partys
reincorporation, or in conjunction with a change of control
event. Any permitted assignee shall agree to perform the
obligations of the assignor of this Agreement, and this
Agreement shall inure to the benefit of and be binding upon any
permitted assignee.

9.8     Severability.If any term or other provision of this Agreement is determined
by a nonappealable decision by a court, administrative agency or
arbitrator to be invalid, illegal or incapable of being enforced
by any rule of law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any
manner materially adverse to either party. Upon such
determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to

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modify this Agreement so as to effect the
original intent of the parties as closely as possible in an
acceptable manner to the end that transactions contemplated
hereby are fulfilled to the fullest extent possible.


9.9     Failure or
Indulgence Not Waiver; Remedies Cumulative. No failure or
delay on the part of either party hereto in the exercise of any
right hereunder shall impair such right or be construed to be a
waiver of, or acquiescence in, any breach of any representation,
warranty or agreement herein, nor shall any single or partial
exercise or waiver of any such right preclude other or further
exercise thereof or of any other right. All rights and remedies
existing under this Agreement are cumulative to, and not
exclusive of, any rights or remedies otherwise available.

9.10     Amendment.
No change or amendment will be made to this Agreement except by
an instrument in writing signed on behalf of each of the parties
to such agreement.

9.11     Interpretation.
The headings contained in this Agreement and in the table of
contents to this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of
this Agreement. Any capitalized term used but not otherwise
defined herein shall have the meaning assigned to such term in
this Agreement. When a reference is made in this Agreement to an
article or a section such reference shall be to an article or
section of this Agreement unless otherwise indicated.

[Remainder of page intentionally left
blank.]

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IN WITNESS WHEREOF, the parties have signed this
Tax Sharing Agreement effective as of the date first set forth
above.

|                            |  |                                
|--------------------------- |  | -------------------------------
|LSI LOGIC CORPORATION       |  | LSI LOGIC STORAGE SYSTEMS, INC.
|                           
|By: /s/ Wilfred J. Corrigan |  | By: /s/ Thomas Georgens        
|                            |  |                                
|                           
|Name: Wilfred J. Corrigan   |  | Name: Thomas Georgens          
|                            |  |                                
|                           
|Title: Chairman/CEO         |  | Title: President               
|                            |  |                                

[SIGNATURE PAGE TO TAX SHARING
AGREEMENT]

9