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LSI LOGIC CORPORATION
2003 EQUITY INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
  IMPORTANT:
   Grant of Option
 Exercise Price
 Vesting Schedule
 Termination of Service
 (a)
    
    Exercise Upon Termination of
Employment. If the Employee ceases to be employed by the Company
for any reason, except as provided for below, the right to exercise the
Option shall terminate 90 days after such cessation (but not after the
Expiration Date of the Option).(b)
    
    Exercise Upon Death or Disability. In
the event the Employee dies or becomes totally disabled prior to the
expiration date while an employee of the Company, that portion of the
Option that had become vested and exercisable as of the date of death
or disability shall become exercisable
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within 12 months of the date of death or disability (but not after
the Expiration Date of the Option).(c)
    
    Discharge for Misconduct. If the
Employee is discharged for Misconduct (as defined below) prior to the
Expiration Date of the Options, the right to exercise this Option shall
terminate immediately upon cessation of employment. Misconduct
includes, but is not limited to, (i) willful breach or neglect of duty;
(ii) failure or refusal to work or to comply with the Companys rules,
policies, and practices; (iii) dishonesty; (iv) insubordination; (v)
being under the influence of drugs (except to the extent medically
prescribed) or alcohol while on duty or on Company premises; (vi)
conduct endangering, or likely to endanger the health or safety of
another employee, any other person or the property of the Company; or
(vii) conviction of, or plea of nolo contendre to, a felony.
 Persons Eligible to Exercise Option
 Option is Not Transferable
 Exercise of Option
 Conditions to Exercise
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Tax Withholding and Payment Obligations
 Suspension of Exercisability
 Change in Control
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No Rights of Stockholder
 No Effect on Employment or Future Awards
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Legal and Tax Consultation
 Address for Notices
 Other Benefits
 Maximum Term of Option
 Binding Agreement
 Plan Governs
 Committee Authority
 Captions
 Agreement Severable
 Modifications to the Agreement
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Governing Law
 Amendment, Suspension, Termination
 Acknowledgment and Waiver
 (a)
    
    the Employees participation in the Plan is
voluntary;(b)
    
    the value of the option granted pursuant to
this Agreement is an extraordinary item of compensation, which is
outside the scope of the Employees employment arrangement and the
option granted pursuant to this Agreement is not part of normal or
expected compensation or salary for any purpose, including, but not
limited to, calculating any termination, severance, resignation,
redundancy, end of service payments, bonuses, long-service awards,
pension or retirement benefits, or similar payments, except as may be
specifically provided for by the applicable plan or agreement;(c)
    
    the future value of the Shares subject to the
option granted pursuant to this Agreement is unknown and cannot be
predicted with certainty, and the Company makes no express or implied
promise about the financial gain or loss to be achieved through
participation in the Plan;(d)
    
    the option has been granted to the Employee in
the Employees status as an employee of the Company and can in no event
be understood or interpreted to mean that an entity other than the
Employees employer has an employment relationship with the Employee;(e)
    
    no claim or entitlement to compensation or
damages arises from the expiration of the term of the option granted
pursuant to this Agreement, or diminution in value of the option, or
Shares purchased under the Plan, and if the Employee did acquire any
such rights, the Employee is deemed to have irrevocably released the
Company from any such claim or entitlement that may arise by accepting
the option, to the extent permitted by applicable law; and(f)
    
    the Company does not commit to and has no
obligation to structure the terms of or any aspect of the option
granted pursuant to this Agreement
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in order to reduce or eliminate the Employees liability for income
taxes, social insurance taxes or other applicable taxes.
 Data Privacy
 (a)
    
    consents to the collection, use, processing,
and transfer, in electronic or other form, of personal data described
in this Section 26 by and among the Company for the exclusive purpose
of implementing, administering or managing his or her participation in
the Plan;(b)
    
    understands that the Company may hold certain
personal information about the Employee, including but not limited to
name, home address and telephone number, date of birth, social security
number or other identification number, salary, nationality, job title,
any shares or directorships held in the Company, details of all options
or any other entitlement to shares awarded, canceled, purchased, or
outstanding in the Employees favor, for the purpose of implementing,
administering and managing the Plan (Data);(c)
    
    understands that Data may be transferred to any
third parties assisting the Company in the administration of the Plan;(d)
    
    understands that the recipients of Data may be
located within or outside the Employees country of residence, or
elsewhere, and that the recipients country may have different data
privacy laws and protections than the Employees country of residence;(e)
    
    authorizes the recipients to receive, possess,
use, retain and transfer the Data, in electronic or other form, for the
purposes of implementing, administering or managing the Employees
participation in the Plan, including any requisite transfer of such
Data as may be required for the administration of the Plan and/or any
subsequent holding of Shares on the Employees behalf to a broker or
other third party with whom the Employee may elect to deposit any
Shares acquired pursuant to the Plan;(f)
    
    understands that Data will be held only as long
as necessary to implement, administer or manage the Employees
participation in the Plan;(g)
    
    understands that the Employee may, at any time,
review the Data, require any necessary amendments to Data or withdraw
the consents herein in writing by contacting the Company; and(h)
    
    understands that withdrawing the Employees
consent may affect the Employees ability to participate in the Plan.
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Translation
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