##### 



Exhibit 2.3


TRANSITION SERVICES AGREEMENT

between


LSI LOGIC CORPORATION


and


LSI LOGIC STORAGE SYSTEMS, INC.


March 15, 2004






---



##### 



TABLE OF CONTENTS

|                               |     |  |                                                            |      |  |   | 
|------------------------------ | --- |  | ---------------------------------------------------------- | ---- |  | - | 
|                               |     |  |                                                            | Page
|                               |     |  |                                                            |     
|ARTICLE I  DEFINITIONS         |     |  | 1                                                          |     
|                               | 1.1 |  | ADDITIONAL SERVICES                                        |      |  | 1 | 
|                               | 1.2 |  | AGREEMENT                                                  |      |  | 1 | 
|                               | 1.3 |  | ANCILLARY AGREEMENTS                                       |      |  | 1 | 
|                               | 1.4 |  | CONFIDENTIAL INFORMATION                                   |      |  | 1 | 
|                               | 1.5 |  | EXPIRATION DATE                                            |      |  | 1 | 
|                               | 1.6 |  | FORCE MAJEURE                                              |      |  | 1 | 
|                               | 1.7 |  | IMPRACTICABILITY                                           |      |  | 1 | 
|                               | 1.8 |  | INTELLECTION PROPERTY AGREEMENT                            |      |  | 1 | 
|                               | 1.9 |  | LSI LOGIC GROUP                                            |      |  | 1 | 
|                               | 1.1 |  | 0 MASTER TRANSITION SERVICE SCHEDULE                       |      |  | 1 | 
|                               | 1.1 |  | 1 SEPARATION                                               |      |  | 1 | 
|                               | 1.1 |  | 2 SEPARATION AGREEMENT                                     |      |  | 1 | 
|                               | 1.1 |  | 3 SEPARATION DATE                                          |      |  | 1 | 
|                               | 1.1 |  | 4 SERVICE                                                  |      |  | 1 | 
|                               | 1.1 |  | 5 SOURCE CODE                                              |      |  | 2 | 
|                               | 1.1 |  | 6 SOURCE CODE DOCUMENTATION                                |      |  | 2 | 
|                               | 1.1 |  | 7 SSI GROUP                                                |      |  | 2 | 
|                               | 1.1 |  | 8 SUBCONTRACTOR                                            |      |  | 2 | 
|                               | 1.1 |  | 9 TECHNOLOGY                                               |      |  | 2 | 
|ARTICLE II  SERVICES           |     |  | 2                                                          |     
|                               | 2.1 |  | SERVICES GENERALLY; MASTER TRANSITION SERVICE
    SCHEDULE |      |  | 2 | 
|                               | 2.2 |  | ADDITIONAL SERVICES                                        |      |  | 2 | 
|                               | 2.3 |  | SERVICE BOUNDARIES                                         |      |  | 2 | 
|                               | 2.4 |  | IMPRACTICABILITY                                           |      |  | 3 | 
|ARTICLE III  TERM; TERMINATION |     |  | 3                                                          |     
|                               | 3.1 |  | TERM                                                       |      |  | 3 | 
|                               | 3.2 |  | TERMINATION                                                |      |  | 3 | 
|                               | 3.3 |  | SURVIVAL                                                   |      |  | 3 | 
|ARTICLE IV  COMPENSATION       |     |  | 3                                                          |     
|                               | 4.1 |  | CHARGES FOR SERVICES                                       |      |  | 3 | 
|                               | 4.2 |  | PAYMENT TERMS                                              |      |  | 4 | 
|                               | 4.3 |  | PERFORMANCE UNDER ANCILLARY AGREEMENTS                     |      |  | 4 | 
|                               | 4.4 |  | PRICING ADJUSTMENTS                                        |      |  | 4 | 

i



---



##### 



|                                                     |     |  |                                                                                        |      |  |   | 
|---------------------------------------------------- | --- |  | -------------------------------------------------------------------------------------- | ---- |  | - | 
|                                                     |     |  |                                                                                        | Page
|                                                     |     |  |                                                                                        |     
|                                                    
|ARTICLE V  GENERAL OBLIGATIONS;
    STANDARD OF CARE |     |  | 4                                                                                      |     
|                                                     | 5.1 |  | LSI LOGIC PERFORMANCE METRICS                                                          |      |  | 4 | 
|                                                     | 5.2 |  | SSI PERFORMANCE METRICS                                                                |      |  | 4 | 
|                                                     | 5.3 |  | TRANSITIONAL NATURE OF SERVICES; CHANGES                                               |      |  | 4 | 
|                                                     | 5.4 |  | RESPONSIBILITY FOR ERRORS; DELAYS                                                      |      |  | 5 | 
|                                                     | 5.5 |  | GOOD FAITH COOPERATION; CONSENTS                                                       |      |  | 5 | 
|                                                     | 5.6 |  | ALTERNATIVES                                                                           |      |  | 5 | 
|                                                     | 5.7 |  | CONFIDENTIALITY                                                                        |      |  | 5 | 
|                                                     | 5.8 |  | RELATIONSHIP BETWEEN THE PARTIES                                                       |      |  | 5 | 
|                                                     | 5.9 |  | SUBCONTRACTOR                                                                          |      |  | 5 | 
|                                                     | 5.1 |  | 0 NO OBLIGATIONS                                                                       |      |  | 5 | 
|                                                     | 5.1 |  | 1 DISCLAIMER OF WARRANTIES                                                             |      |  | 5 | 
|ARTICLE VI  INTELLECTUAL PROPERTY                    |     |  | 6                                                                                      |     
|                                                     | 6.1 |  | ALLOCATION OF RIGHTS BY ANCILLARY AGREEMENTS;
    EXISTING OWNERSHIP RIGHTS UNAFFECTED |      |  | 6 | 
|                                                     | 6.2 |  | LICENSE TO WORKS                                                                       |      |  | 6 | 
|ARTICLE VII  SOFTWARE LICENSE                        |     |  | 6                                                                                      |     
|                                                     | 7.1 |  | LICENSE                                                                                |      |  | 6 | 
|                                                     | 7.2 |  | AS-IS WARRANTY; IMPLIED WARRANTY DISCLAIMER                                            |      |  | 6 | 
|ARTICLE VIII  MISCELLANEOUS                          |     |  | 6                                                                                      |     
|                                                     | 8.1 |  | LIMITATION OF LIABILITY                                                                |      |  | 6 | 
|                                                     | 8.2 |  | ENTIRE AGREEMENT                                                                       |      |  | 6 | 
|                                                     | 8.3 |  | GOVERNING LAW                                                                          |      |  | 6 | 
|                                                     | 8.4 |  | DISPUTE RESOLUTION                                                                     |      |  | 7 | 
|                                                     | 8.5 |  | NOTICES                                                                                |      |  | 7 | 
|                                                     | 8.6 |  | COUNTERPARTS                                                                           |      |  | 7 | 
|                                                     | 8.7 |  | BINDING EFFECT; ASSIGNMENT                                                             |      |  | 7 | 
|                                                     | 8.8 |  | SEVERABILITY                                                                           |      |  | 7 | 
|                                                     | 8.9 |  | FAILURE OR INDULGENCE NOT WAIVER; REMEDIES
    CUMULATIVE                              |      |  | 8 | 
|                                                     | 8.1 |  | 0 AMENDMENT                                                                            |      |  | 8 | 
|                                                     | 8.1 |  | 1 INTERPRETATION                                                                       |      |  | 8 | 
|                                                     | 8.1 |  | 2 FORCE MAJEURE                                                                        |      |  | 8 | 

ii



---



##### 



TRANSITION SERVICES AGREEMENT

This Transition Services Agreement (theAgreement) is entered into as of March 15, 2004
(theEffective Date), between LSI Logic
Corporation, a Delaware corporation (LSI
Logic), and LSI Logic Storage Systems, Inc., a
Delaware corporation (SSI). Capitalized terms
used herein and not otherwise defined shall have the meanings
ascribed to such terms inArticle I hereof.

RECITALS

1. LSI Logic and SSI entered into a Master
Separation Agreement dated as of December 31, 2003, as may
be amended from time to time (theSeparation
Agreement) and other Ancillary Agreements to delineate
and clarify their relationship and further separate the
businesses conducted by LSI Logic and SSI (theSeparation).

2. In connection with the Separation, the
parties desire to set forth certain agreements regarding
transition services between the parties.

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

ARTICLE I

DEFINITIONS

For the purpose of this Agreement, the following
capitalized terms shall have the following meanings:

1.1Additional
Services. Additional Services has the
meaning set forth in Section 2.2(a) hereof.

1.2Agreement.
Agreement has the meaning set forth inSection 2.1hereof.

1.3Ancillary
Agreements. Ancillary Agreements has the
meaning set forth in the Separation Agreement.

1.4Confidential
Information. Confidential Information has
the meaning set forth in the Intellectual Property Agreement.

1.5Expiration
Date. Expiration Date has the meaning set
forth in the Section 3.1 hereof.

1.6Force
Majeure. Force Majeure means any act of
God or the public enemy, any accident, explosion, fire, storm,
earthquake, flood, or any other circumstance or event beyond the
reasonable control of the party relying upon such circumstance
or event

1.7Impracticability.
Impracticability has the meaning set forth in
Section 2.4 hereof.

1.8Intellectual
Property Agreement. Intellectual Property
Agreementmeans that certain Intellectual Property
Agreement between LSI Logic and SSI, dated as of
December 31, 2003, as may be amended from time to time.

1.9LSI Logic
Group. LSI Logic Group has the meaning
set forth in the Separation Agreement.

1.10Master
Transition Service Schedule. Master Transition
Service Schedule has the meaning set forth inSection 2.1 hereof.

1.11Separation.
Separation has the meaning set forth in the
Recitals hereof.

1.12Separation
Agreement. Separation Agreement has the
meaning set forth in the Recitals hereof.

1.13Separation
Date. Separation Date has the meaning set
forth in the Separation Agreement.

1.14Service.
Service has the meaning set forth inSection 2.1 hereof.

1



---



##### 



1.15Source
Code. Source Code means any human
readable code, including interpreted code, of LSI Logic,
listed and described in the relevant Transition Service Schedule.

1.16Source Code
Documentation. Source Code Documentation
means the manuals and other documentation that are reasonably
necessary to use the Source Code licensed herein, including
those items listed and described in the relevant Transition
Service Schedule hereto.

1.17SSI
Group. SSI Logic Group has the meaning
set forth in the Separation Agreement.

1.18Subcontractor.
Subcontractor means any individual,
partnership, corporation, firm, association, unincorporated
organization, joint venture, trust or other entity engaged to
perform hereunder.

1.19Technology.
Technology has the meaning set forth in the
Intellectual Property Agreement.

ARTICLE II

SERVICES

2.1Services
Generally; Master Transition Service Schedule. This
Agreement governs the provision of transitional services to, and
as requested by, SSI by LSI Logic. Each service shall be
provided pursuant to, and governed by, this Agreement and as
described in further detail in the schedule of services that is
attached hereto and incorporated herein by reference
(Master Transition Service Schedule). Each of
the services described on the Master Transition Service Schedule
shall be referred to herein as a Service, and
collectively (including Additional Services) asServices. The parties respective
obligations with respect to the Services set forth on the Master
Transition Service Schedule shall be effective upon execution of
this Agreement. This Agreement and the Master Transition Service
Schedule shall be defined as the Agreement,
and the terms of the Master Transition Service Schedule shall be
incorporated herein wherever reference is made to it.

2.2Additional
Services.

(a) From time to time after the Effective
Date and during the term of this Agreement, the parties may
identify additional services that one party shall provide to the
other party in accordance with the terms of this Agreement (the
Additional Services), and in such case, the
parties shall modify the Master Transition Service Schedule to
provide for such Additional Services.

(b) Except as provided in the next sentence,
LSI Logic shall be obligated to perform, at a charge determined
using the principles for determining fees underSection 4.1, any Additional Service
that: (i) was provided by LSI Logic immediately prior
to the Separation Date and that SSI reasonably believes was
inadvertently or unintentionally omitted from the Services, or
(ii) is essential to effectuate an orderly transition under
the Separation Agreement. Notwithstanding the foregoing, if LSI
Logic reasonably believes that the performance of Additional
Services set forth in subparagraphs (i) or (ii) would
significantly disrupt its operations or materially increase the
scope of its responsibilities under this Agreement, LSI Logic
and SSI shall negotiate in good faith to establish terms under
which LSI Logic would provide such Additional Services, but LSI
Logic shall not be obligated to provide such Additional Services
if, following good faith negotiation, it is unable to reach
agreement on such terms.

2.3     Service
Boundaries. Except as otherwise provided:

(a) LSI Logic shall be obligated to provide
the Services only to the extent and only at the locations that
such Services were provided by LSI Logic to SSI immediately
prior to the Effective Date;

(b) LSI Logic shall be obligated to provide
the Services only to the extent necessary to permit SSI to
conduct the business of SSI substantially in the manner it was
conducted prior to the Effective Date;

(c) LSI Logic shall not be obligated to hire
any additional employees or to maintain the employment of any
specific employee or any specific number of employees;

2



---



##### 



(d) LSI Logic shall not be obligated to
purchase, lease or license any additional equipment, software or
other asset or to maintain any existing leases, licenses or
other contracts; and

(e) LSI Logic shall not be obligated to pay
any costs related to the transfer or conversion of SSIs
data to SSI or any alternate supplier of Services.

2.4     Impracticability.
LSI Logic shall no longer be obligated to provide any Service to
the extent the performance of such Service becomes or would
become impracticable as a result of a cause or causes outside
the control of LSI Logic (including but not limited to a Force
Majeure or unfeasible technological requirements), or to the
extent the performance of such Services would require LSI Logic
or SSI to violate, or result in LSI Logics or SSIs
violation of, any applicable laws, rules or regulations or would
result in LSI Logics or SSIs breach of any
applicable contract (any such reason not to provide Services as
a result of this section shall be referred herein to as by
reason ofImpracticability).

ARTICLE III

TERM; TERMINATION

3.1     Term. The
term of this Agreement shall commence on the Effective Date and
shall remain in effect until the date on which LSI Logic ceases
to own securities of SSI representing in excess of 50% of the
voting power of all outstanding securities of SSI (theExpiration Date), unless earlier terminated
pursuant to thisArticle III. This Agreement may be
extended by the parties in writing, either in whole or with
respect to one or more of the Services. The parties shall be
deemed to have extended this Agreement with respect to a
specific Service if the Master Transition Service Schedule
specifies a completion date for such Service beyond the
aforementioned Expiration Date. The parties may agree on an
earlier expiration date respecting a Service by specifying such
date on the Master Transition Service Schedule for that Service.
Services shall be provided up to and including the date set
forth in the Master Transition Service Schedule, subject to
earlier termination as provided herein.

3.2     Termination.
SSI may terminate this Agreement, either with respect to all or
with respect to any one or more of the Services, for any reason
or for no reason, at any time upon sixty (60) days prior
written notice to LSI Logic. In addition, either party may
terminate this Agreement with respect to a specific Service if
the other party materially breaches a material provision with
regard to that particular Service and does not cure such breach
(or does not take reasonable steps required under the
circumstances to cure such breach going forward) within sixty
(60) days after being given notice of the breach;
provided, however, that the non-terminating party may
request that the parties engage in a dispute resolution
negotiation as specified inSection 8.4 below prior
to termination for breach.

3.3Survival.
Those Sections of this Agreement that, by their nature, are
intended to survive termination will survive in accordance with
their terms. Notwithstanding the foregoing, in the event of any
termination with respect to one or more, but less than all
Services, this Agreement shall continue in full force and effect
with respect to any Services not terminated hereby.

ARTICLE IV

COMPENSATION

4.1Charges for
Services. SSI shall pay LSI Logic the charges, if any, set
forth on the Master Transition Service Schedule for each of the
Services listed therein, as adjusted from time to time in
accordance with the processes and procedures established
underSection 4.4 hereof. Such charges shall include
the direct costs, as determined using the process described in
such Transition Service Schedule, and indirect costs of
providing the Services unless specifically indicated otherwise
on Master Transition Service Schedule. However, if the term of
this Agreement is extended beyond the Expiration Date with
respect to any Service or if there is any material change in the
fundamental assumptions used by the Parties in originally
determining the costs to be charged, SSI shall pay LSI Logic
adjusted charges that are determined in a manner consistent with
such changed assumptions, to the extent that following the
Parties original intent would not be

3



---



##### 



reasonable to both Parties. The parties shall use
good faith efforts to discuss any situation in which the actual
charge for a Service is reasonably expected to exceed the
estimated charge, if any, set forth on the Master Transition
Service Schedule for a particular Service; provided,
however, that the incurrence of charges in excess of any
such estimate on the Master Transition Service Schedule shall
not justify stopping the provision of, or payment for, Services
under this Agreement.


4.2     Payment
Terms. LSI Logic shall bill SSI monthly for all charges
pursuant to this Agreement. Such bills shall be accompanied by
reasonable documentation or other reasonable explanation
supporting such charges pursuant to a practice that is mutually
acceptable to both Parties. SSI shall pay LSI Logic for all
Services provided hereunder within forty-five (45) days
after receipt of an invoice therefor. Late payments shall bear
interest at the lesser of 12% or the maximum rate allowed by law.

4.3     Performance
Under Ancillary Agreements. Notwithstanding anything to the
contrary contained herein, SSI shall not be charged under this
Agreement for any obligations that are specifically required to
be performed under the Separation Agreement or any other
Ancillary Agreement, and any such other obligations shall be
performed and charged for (if applicable) in accordance with the
terms of the Separation Agreement or such other Ancillary
Agreement.

4.4     Pricing
Adjustments.

(a) The parties shall agree on a process and
procedure for conducting internal audits and making adjustments
to charges as a result of the transfer of employees and
functions between parties, the discovery of errors or omissions
in charges and the true-up of amounts owed to either party.

(b) In the event of a tax audit adjustment
relating to the pricing of any or all Services provided pursuant
to this Agreement in which it is determined by a taxing
authority that any of the charges, individually or in
combination, did not result in an arms-length payment, then the
parties may agree to make corresponding adjustments to the
charges in question for such period to the extent necessary to
achieve arms-length pricing. Any adjustment made pursuant to
this Section 4.4 at any time during the term of this
Agreement or after termination of this Agreement shall be
reflected in the parties legal books and records, and the
resulting underpayment or overpayment shall create,
respectively, an obligation to be paid in the manner specified
in Section 4.2.

ARTICLE V

GENERAL OBLIGATIONS; STANDARD OF CARE

5.1     LSI Logic
Performance Metrics. Subject to Section 2.3 and
Section 2.4 and any other terms and conditions of
this Agreement, LSI Logic shall maintain sufficient resources to
perform its obligations hereunder. LSI Logic will comply with
the same specific performance metrics for a Service that it uses
for its own operations regarding services that are comparable to
each Service. Where LSI Logic does not use similar services for
its own operations, LSI Logic shall use commercially reasonable
efforts to provide Services in accordance with the policies,
procedures and practices in effect immediately prior to the
Effective Date and shall exercise the same care and skill as it
exercises in performing similar services for itself.

5.2     SSI
Performance Metrics. Specific performance metrics for SSI
for a Service may be agreed upon by the Parties. Where none is
so specifically agreed, SSI shall use commercially reasonable
efforts, in connection with receiving Services, to follow the
policies, procedures and practices in effect immediately prior
to the Effective Date, including providing information and
documentation sufficient for LSI Logic to perform the Services
as they were performed immediately prior to the Effective Date
and making available, as reasonably requested by LSI Logic,
sufficient resources and timely decisions, approvals and
acceptances in order that LSI Logic may perform its obligations
hereunder in a timely manner.

5.3     Transitional
Nature of Services; Changes. The parties acknowledge the
transitional nature of the Services and that LSI Logic may make
changes from time to time in the manner of performing the
Services if LSI Logic is making similar changes in performing
similar services for itself and if LSI Logic furnishes to SSI
thirty (30) days written notice regarding such changes.

4



---



##### 



5.4     Responsibility
for Errors; Delays. LSI Logics sole responsibility to
SSI for errors or omissions committed by LSI Logic in performing
the Services shall be to correct such errors or omissions in the
Services, at no additional cost or expense to SSI; provided,
however, that SSI must promptly advise LSI Logic of any such
error or omission of which it becomes aware after having used
reasonable efforts to detect any such errors or omissions in
accordance with the standard of care set forth in
Section 5.1.

5.5     Good Faith
Cooperation; Consents. The parties shall use good faith
efforts to cooperate with each other in all matters relating to
the provision and receipt of Services. Such cooperation shall
include exchanging information, performing true-ups and
adjustments, and obtaining all third-party consents, licenses,
sublicenses or approvals necessary to permit each party to
perform its obligations hereunder (including by way of example,
not by way of limitation, rights to use third-party software
needed for the performance of Services). The costs of obtaining
such third-party consents, licenses, sublicenses or approvals
shall be borne by SSI. In accordance with Section 3.3 of
the Separation Agreement, each party shall maintain, in
accordance with its standard document retention procedures,
documentation supporting the information relevant to cost
calculations contained in the Master Transition Service Schedule
and cooperate with the other party in making such information
available as needed.

5.6     Alternatives.
If LSI Logic reasonably believes it is unable to provide any
Service because of a failure to obtain necessary consents,
licenses, sublicenses or approvals or because of
Impracticability, the parties shall cooperate to determine the
best alternative approach. Until such alternative approach is
agreed upon by the parties or the problem otherwise resolved to
the satisfaction of the parties, LSI Logic shall use reasonable
efforts, subject to Section 2.3 and
Section 2.4, to continue providing the Service. To
the extent an agreed upon alternative approach requires payment
above and beyond that which is included in LSI Logics
charge for the Service in question, the parties agree to
negotiate in good faith as to each partys share of any
such payment.

5.7     Confidentiality.
The terms of the Intellectual Property Agreement shall apply to
any Confidential Information that is the subject matter of this
Agreement.

5.8     Relationship
Between the Parties. The relationship between the parties
established under this Agreement is that of independent
contractors, and neither party is an employee, agent, partner,
or joint venturer of or with the other. LSI Logic shall be
solely responsible for any employment-related taxes, insurance
premiums or other employment benefits respecting its
personnels performance of Services under this Agreement.
SSI agrees to grant LSI Logic personnel access to sites, systems
and information (subject to the provisions of confidentiality in
Section 5.7 hereof) as necessary for LSI Logic to
perform its obligations hereunder. LSI Logic shall use all
commercially reasonable efforts to cause its personnel to obey
any and all security regulations and other published policies of
SSI.

5.9     Subcontractor.
LSI Logic may engage a Subcontractor to perform all or any
portion of LSI Logics duties under this Agreement;
provided, however, that any such Subcontractor agrees in
writing to be bound by the confidentiality obligations of
Section 5.7; and provided further, that LSI
Logic remains responsible for the performance of such
Subcontractor.

5.10     No
Obligations. NEITHER PARTY ASSUMES ANY RESPONSIBILITY OR
OBLIGATIONS WHATSOEVER, OTHER THAN THE RESPONSIBILITIES AND
OBLIGATIONS EXPRESSLY SET FORTH IN THIS AGREEMENT OR A SEPARATE
WRITTEN AGREEMENT BETWEEN THE PARTIES

5.11     Disclaimer
of Warranties. LSI LOGIC MAKES NO WARRANTIES, EXPRESS,
IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, WITH RESPECT TO THE SERVICES, SOFTWARE OR OTHER
DELIVERABLES PROVIDED BY IT HEREUNDER.

5



---



##### 



ARTICLE VI

INTELLECTUAL PROPERTY

6.1     Allocation of
Rights by Ancillary Agreements; Existing Ownership Rights
Unaffected. This Agreement and the performance of this
Agreement shall not affect the ownership of any copyrights or
other intellectual property rights allocated in the Ancillary
Agreements. Neither party shall gain, by virtue of this
Agreement, any rights of ownership of copyrights, patents, trade
secrets, trademarks or any other intellectual property rights
owned by the other.

6.2     License to
Works. SSI grants LSI Logic a non-exclusive, worldwide,
royalty-free license to use, copy, and make derivative works of,
distribute, display, perform and transmit any Technology of SSI
solely to the extent necessary to perform its obligations under
this Agreement.

ARTICLE VII

SOFTWARE LICENSE

7.1     License.
Unless otherwise agreed by the parties under an Ancillary
Agreement or any separate agreement: (a) third-party
technology or software provided to SSI or used on behalf of SSI
is subject to Section 5.5 hereof, and
(b) technology or software owned by LSI Logic and provided
to SSI or used on behalf of SSI is subject to the following
license: LSI Logic hereby grants SSI a non-exclusive license to
use such technology or software, only during the term of this
Agreement, and only in connection with the service with which
such technology or software is provided.

7.2     As-Is
Warranty; Implied Warranty Disclaimer. THE SOFTWARE AND
TECHNOLOGY PROVIDED HEREUNDER IS LICENSED ON AN
AS-IS BASIS ONLY, WITHOUT ANY EXPRESS WARRANTIES OF
ANY KIND. LSI LOGIC MAKES NO WARRANTIES WHATSOEVER, EITHER
EXPRESS OR IMPLIED, REGARDING THE SOFTWARE OR TECHNOLOGY
(INCLUDING DOCUMENTATION AND SOURCE CODE DOCUMENTATION), ITS
MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE.

ARTICLE VIII

MISCELLANEOUS

8.1     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 INDEMNIFICATION
OBLIGATIONS SET FORTH IN THE INDEMNIFICATION AND INSURANCE
MATTERS AGREEMENT.

8.2     Entire
Agreement. This Agreement, the Separation Agreement and the
other Ancillary Agreements and the exhibits and schedules
referenced or attached hereto and thereto, constitute the entire
agreement between the parties with respect to the subject matter
hereof and thereof and shall supersede all prior written and
oral and all contemporaneous oral agreements and understandings
with respect to the subject matter hereof and thereof.

8.3     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

6



---



##### 



jurisdiction and venue over all Disputes between
the parties that are permitted to be brought in a court of law
pursuant to Section 8.4below.


8.4     Dispute
Resolution. Any Disputes under this Agreement shall be
resolved pursuant to the procedures set forth in the Separation
Agreement.

8.5     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 at 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.

8.6     Counterparts.
This Agreement, including the exhibits and schedules hereto, 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.

8.7     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. Except as
specifically permitted under Article VI above,
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. 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.

8.8     Severability.
If any term or other provision of this Agreement or the exhibits
or schedules attached hereto 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 any 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 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.

7



---



##### 



8.9     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 or the exhibits or schedules
attached hereto are cumulative to, and not exclusive of, any
rights or remedies otherwise available.

8.10     Amendment.
No change or amendment shall be made to this Agreement or the
exhibits or schedules attached hereto except by an instrument in
writing signed on behalf of each of the parties to such
agreement.

8.11     Interpretation.
The headings contained in this Agreement, in any exhibit or
schedule attached hereto 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 in any exhibit or schedule but not
otherwise defined therein, shall have the meaning assigned to
such term in this Agreement. When a reference is made in this
Agreement to an article, section, exhibit or schedule, such
reference shall be to an article or section of, or an exhibit or
schedule to, this Agreement, unless otherwise indicated.

8.12     Force
Majeure. Each party shall be excused for any failure or
delay in performing any of its obligations under this Agreement,
other than the obligations of SSI to make certain payments to
LSI Logic pursuant to Article IV hereof for Services
rendered, if such failure or delay is caused by a Force Majeure.

[remainder of the page intentionally left blank]

8



---



##### 



IN WITNESS WHEREOF, the parties have signed this
Transition Services 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 Transition Services Agreement]

9