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Exhibit 2.4


INVESTOR RIGHTS AGREEMENT

between


LSI LOGIC CORPORATION


and


LSI LOGIC STORAGE SYSTEMS, INC.


March 15, 2004






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TABLE OF CONTENTS

|                                   |      |  |                                                           |      |  |   | 
|---------------------------------- | ---- |  | --------------------------------------------------------- | ---- |  | - | 
|                                   |      |  |                                                           | Page
|                                   |      |  |                                                           |     
|ARTICLE I  REGISTRATION RIGHTS     |      |  | 1                                                         |     
|                                   | 1.1  |  | Requested Registration                                    |      |  | 1 | 
|                                   | 1.2  |  | Company Registration                                      |      |  | 3 | 
|                                   | 1.3  |  | Registration on Form S-3                                  |      |  | 3 | 
|                                   | 1.4  |  | Expenses of Registration                                  |      |  | 3 | 
|                                   | 1.5  |  | Registration Procedures                                   |      |  | 3 | 
|                                   | 1.6  |  | Indemnification                                           |      |  | 4 | 
|                                   | 1.7  |  | Information by LSI Logic                                  |      |  | 6 | 
|                                   | 1.8  |  | Rule 144 Reporting                                        |      |  | 6 | 
|                                   | 1.9  |  | Limitations on Subsequent Registration Rights             |      |  | 6 | 
|                                   | 1.10 |  | Termination of Registration Rights                        |      |  | 6 | 
|ARTICLE II  RIGHT OF FIRST REFUSAL |      |  | 7                                                         |     
|                                   | 2.1  |  | Right of First Refusal to LSI Logic                       |      |  | 7 | 
|ARTICLE III  MISCELLANEOUS         |      |  | 8                                                         |     
|                                   | 3.1  |  | Limitation of Liability                                   |      |  | 8 | 
|                                   | 3.2  |  | Entire Agreement                                          |      |  | 8 | 
|                                   | 3.3  |  | Governing Law                                             |      |  | 8 | 
|                                   | 3.4  |  | Dispute Resolution                                        |      |  | 8 | 
|                                   | 3.5  |  | Notices                                                   |      |  | 8 | 
|                                   | 3.6  |  | Counterparts                                              |      |  | 9 | 
|                                   | 3.7  |  | Binding Effect; Assignment                                |      |  | 9 | 
|                                   | 3.8  |  | Severability                                              |      |  | 9 | 
|                                   | 3.9  |  | Failure or Indulgence Not Waiver; Remedies
    Cumulative |      |  | 9 | 
|                                   | 3.10 |  | Amendment                                                 |      |  | 9 | 
|                                   | 3.11 |  | Interpretation                                            |      |  | 9 | 

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|                        |      |  |                                       |      |  |    | 
|----------------------- | ---- |  | ------------------------------------- | ---- |  | -- | 
|                        |      |  |                                       | Page
|                        |      |  |                                       |     
|ARTICLE IV  DEFINITIONS |      |  | 10                                    |     
|                        | 4.1  |  | Ancillary Agreement                   |      |  | 10 | 
|                        | 4.2  |  | Commission                            |      |  | 10 | 
|                        | 4.3  |  | Common Stock                          |      |  | 10 | 
|                        | 4.4  |  | Dispute                               |      |  | 10 | 
|                        | 4.5  |  | Exchange Act                          |      |  | 10 | 
|                        | 4.6  |  | Indemnified Party                     |      |  | 10 | 
|                        | 4.7  |  | Indemnifying Party                    |      |  | 10 | 
|                        | 4.8  |  | Initial Public Offering               |      |  | 10 | 
|                        | 4.9  |  | LSI Logic Group                       |      |  | 10 | 
|                        | 4.10 |  | New Securities                        |      |  | 10 | 
|                        | 4.11 |  | Person                                |      |  | 10 | 
|                        | 4.12 |  | Registrable Securities                |      |  | 10 | 
|                        | 4.13 |  | Register, Registered and Registration |      |  | 10 | 
|                        | 4.14 |  | Registration Expenses                 |      |  | 10 | 
|                        | 4.15 |  | Restricted Securities                 |      |  | 10 | 
|                        | 4.16 |  | Rule 144                              |      |  | 10 | 
|                        | 4.17 |  | Rule 145                              |      |  | 11 | 
|                        | 4.18 |  | Rule 415                              |      |  | 11 | 
|                        | 4.19 |  | Securities Act                        |      |  | 11 | 
|                        | 4.20 |  | Selling Expenses                      |      |  | 11 | 
|                        | 4.21 |  | Separation Agreement                  |      |  | 11 | 
|                        | 4.22 |  | SSI Group                             |      |  | 11 | 

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INVESTOR RIGHTS AGREEMENT

This Investor Rights Agreement (this
Agreement) is entered into as of
March 15, 2004, 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 in Article IV 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 intend that SSI grant to
LSI Logic certain rights, as provided for in this
Agreement, with respect to the registration of the shares of SSI
capital stock held by LSI Logic and the right of first
refusal of LSI Logic to purchase certain securities of SSI.

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

ARTICLE I

REGISTRATION RIGHTS

1.1Requested
Registration.

(a) Request for Registration. Subject
to the conditions set forth in this Section 1.1, if
SSI shall receive from LSI Logic a written request signed
by an authorized officer of LSI Logic that SSI effect the
registration of all or any portion of the Registrable Securities
(which request shall state the number of shares of Registrable
Securities to be disposed of and the intended methods of
disposition of such shares by LSI Logic), SSI shall, as
soon as practicable, use its commercially reasonable efforts to
effect such registration and to permit or facilitate the sale
and distribution of all or such portion of such Registrable
Securities as are specified in such request.

(b)Limitations on Requested
Registration. SSI shall not be obligated to effect, or to
take any action to effect, any such registration pursuant to
this Section 1.1:



| |                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Prior to the time set forth in the
    applicable lock up provisions of the underwriting
    agreement executed by SSI and the underwriters in connection
    with SSIs Initial Public Offering;                                                                              
|
| | (ii) After the Company has initiated two
    such registrations pursuant to this Section 1.1
    (counting for these purposes only registrations that have been
    declared or ordered effective and pursuant to which securities
    have been sold) in any twelve-month period; or
|
| | (iii) If LSI Logic proposes to dispose
    of shares of Registrable Securities that may be immediately
    registered on Form S-3 pursuant to a request made under
    Section 1.3 hereof.                                                                                           

(c)Deferral. If (i) in the good
faith judgment of the Board of Directors of SSI, the filing of a
registration statement covering the Registrable Securities would
be materially detrimental to SSI and the Board of Directors of
SSI concludes, as a result, that it is in the best interests of
SSI to defer the filing of such registration statement at such
time, and (ii) SSI shall furnish to LSI Logic a
certificate signed by the Chairman of the Board of Directors of
SSI stating that in the good faith judgment of the Board of
Directors of SSI, it would be materially detrimental to SSI for
such registration statement to be filed in the near future and
that it is, therefore, in the best interests of SSI to defer the
filing of such registration statement, then SSI shall have the
right to defer such filing for a period of not more than ninety
(90) days after receipt of the request of LSI Logic;
provided, however, that SSI shall not defer its
obligation in this manner more than once in any twelve-month
period.

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(d)Underwriting. If LSI Logic
intends to distribute the Registrable Securities covered by its
request by means of an underwriting, it shall so advise SSI as a
part of its request made pursuant to this
Section 1.1. In such event, the right of
LSI Logic to include all or any portion of its Registrable
Securities in a registration pursuant to this
Section 1.1 shall be conditioned upon
LSI Logics participation in an underwriting and the
inclusion of LSI Logics Registrable Securities to the
extent provided herein. If SSI shall request inclusion in any
registration pursuant to Section 1.1 of securities
being sold for its own account, or if other persons shall
request inclusion in any registration pursuant to
Section 1.1, LSI Logic may, in its sole
discretion, offer to include such securities in the underwriting
and such offer shall be conditioned upon the participation of
SSI or such other persons in such underwriting and the inclusion
of SSIs and such persons other securities of SSI and
their acceptance of the further applicable provisions of this
Section 1. SSI shall (together with LSI Logic
and other persons proposing to distribute their securities
through such underwriting) enter into an underwriting agreement
in customary form with the representative of the underwriter or
underwriters selected for such underwriting. LSI Logic and
SSI shall jointly select the underwriter or underwriters for
such registration.

Notwithstanding any other provision of this
Section 1.1, if the underwriters advise
LSI Logic in writing that marketing factors require a
limitation on the number of shares to be underwritten, the
number of Registrable Securities that may be so included shall
be allocated as follows: (i) first, to LSI Logic; and
(ii) second, to SSI, which SSI may allocate, at its
discretion, for its own account, or for the account of other
holders or employees of SSI.

If a person who has requested inclusion in such
registration as provided above does not agree to the terms of
any such underwriting, such person shall be excluded therefrom
by written notice from SSI, the underwriter or LSI Logic.
The securities so excluded shall also be withdrawn from such
registration. If shares are so withdrawn from the registration
and if the number of shares to be included in such registration
was previously reduced as a result of marketing factors pursuant
to this Section 1.1(d), then SSI shall offer to
LSI Logic the right to include additional Registrable
Securities in the registration in an aggregate amount equal to
the number of shares so withdrawn, with such shares to be
allocated among LSI Logic or such other persons requesting
additional inclusion, in the manner set forth above.

1.2Company
Registration.

(a)Company Registration. If SSI
shall determine to register any of its securities either for its
own account or the account of a security holder or holders,
other than a registration pursuant to Section 1.1 or
Section 1.3, a registration relating solely to
employee benefit plans, a registration relating to the offer and
sale of debt securities, a registration relating to a corporate
reorganization or other Rule 145 transaction, or a
registration on any registration form that does not permit
secondary sales, SSI shall:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) promptly give written notice of the
    proposed registration to LSI Logic; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (ii) use its commercially reasonable efforts
    to include in such registration (and any related qualification
    under state securities laws or other compliance), except as set
    forth in Section 1.2(b) below, and in any
    underwriting involved therein, all of such Registrable
    Securities as are specified in a written request or requests
    made by LSI Logic received by SSI within twenty
    (20) days after such written notice from SSI is mailed or
    delivered. Such written request may specify all or any portion
    of the Registrable Securities.

(b)Underwriting. If the registration
of which SSI gives notice is for a registered public offering
involving an underwriting, SSI shall so advise LSI Logic as a
part of the written notice given pursuant to
Section 1.2(a)(i). In such event, the right of
LSI Logic to registration pursuant to this
Section 1.2 shall be conditioned upon
LSI Logics participation in such underwriting and the
inclusion of such LSI Logics Registrable Securities
in the underwriting to the extent provided herein. If
LSI Logic proposes to distribute its securities through
such underwriting it shall (together with SSI) enter into an
underwriting agreement in customary form with the representative
of the underwriter or underwriters selected by SSI, subject to
LSI Logics written consent, which shall not be
unreasonably withheld.

Notwithstanding any other provision of this
Section 1.2, if the underwriters advise SSI in
writing that marketing factors require a limitation on the
number of shares to be underwritten, the underwriters may

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(subject to the limitations set forth below)
limit the number of Registrable Securities to be included in the
registration and underwriting. SSI shall so advise LSI Logic,
and the number of shares of securities that are entitled to be
included in the registration and underwriting shall be allocated
as follows: (i) first, to SSI for securities being sold for
its own account, and (ii) second, to LSI Logic; and
(iii) third, to any other holders of SSI securities.


If a person who has requested inclusion in such
registration as provided above does not agree to the terms of
any such underwriting, such person shall be excluded therefrom
by written notice from SSI or the underwriter. The securities so
excluded shall also be withdrawn from such registration. If
shares are so withdrawn from the registration and if the number
of shares to be included in such registration was previously
reduced as a result of marketing factors pursuant to
Section 1.2(b), then SSI shall offer to
LSI Logic the right to include additional Registrable
Securities in the registration in an aggregate amount equal to
the number of shares so withdrawn, with such shares to be
allocated among LSI Logic or such other persons requesting
additional inclusion, in the manner set forth above.

(c)Right to Terminate Registration.
SSI shall have the right to terminate or withdraw any
registration initiated by it under this Section 1.2
prior to the effectiveness of such registration whether or not
LSI Logic has elected to include securities in such
registration.

1.3Registration
on Form S-3.

(a)Request for Form S-3
Registration. After its Initial Public Offering, SSI shall
use its commercially reasonable efforts to qualify for
registration on Form S-3 or any comparable or successor
form or forms. After SSI has qualified for the use of
Form S-3, in addition to the rights contained in the
foregoing provisions of this Section 1 and subject
to the conditions set forth in this Section 1.3, if
SSI shall receive from LSI Logic a written request that SSI
effect any registration on Form S-3 or any similar short
form registration statement with respect to all or any portion
of the Registrable Securities (which request shall state the
number of shares of Registrable Securities to be disposed of and
the intended methods of disposition of such shares by LSI
Logic), SSI shall use its commercially reasonable efforts to
effect such registration and to permit or facilitate the sale an
distribution of all or such portion of such Registrable
Securities as are specified in such request.

(b)Deferral. The provisions of
Section 1.1(c) shall apply to any registration
pursuant to this Section 1.3.

(c)Underwriting. If LSI Logic
requests registration under this Section 1.3
intending to distribute the Registrable Securities covered by
its request by means of an underwriting, the provisions of
Sections 1.1(d) shall apply to such registration.

1.4Expenses of
Registration. All Registration Expenses incurred in
connection with registrations pursuant to
Section 1.1, Section 1.2 and
Section 1.3 hereof shall be borne by SSI;
provided, however, that SSI shall not be required to pay
for any expenses of any registration proceeding begun pursuant
to Section 1.1 or Section 1.3 if the
registration request is subsequently withdrawn at the request of
LSI Logic. All Selling Expenses relating to securities
registered on behalf of LSI Logic and any other holders of
securities shall be borne by LSI Logic and such other
holders of securities included in such registration
pro rata among each other on the basis of the number of
Registrable Securities so registered.

1.5Registration
Procedures. In the case of each registration effected by SSI
pursuant to Section 1, SSI shall keep LSI Logic
advised in writing as to the initiation of each registration and
as to the completion thereof. At its expense, SSI shall use its
commercially reasonable efforts to:



| |                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Keep such registration effective for a
    period of ending on the earlier of the date which is sixty
    (60) days from the effective date of the registration
    statement or such time as LSI Logic has completed the
    distribution described in the registration statement relating
    thereto;                                                                                                             
|
| | (b) Prepare and file with the Commission
    such amendments and supplements to such registration statement
    and the prospectus used in connection with such registration
    statement as may be necessary to comply with the provisions of
    the Securities Act with respect to the disposition of all
    securities covered by such registration statement for the period
    set forth in Section 1.5(a) above;

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) Furnish such number of prospectuses,
    including any preliminary prospectuses, and other documents
    incident thereto, including any amendment of or supplement to
    the prospectus, as LSI Logic from time to time may
    reasonably request;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (d) Register and qualify the securities
    covered by such registration statement under such other
    securities laws of such jurisdiction as shall be reasonably
    requested by LSI Logic;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (e) Notify each seller of Registrable
    Securities covered by such registration statement at any time
    when a prospectus relating thereto is required to be delivered
    under the Securities Act of the happening of any event as a
    result of which the prospectus included in such registration
    statement, as then in effect, includes an untrue statement of a
    material fact or omits to state a material fact required to be
    stated therein or necessary to make the statements therein not
    misleading or incomplete in light of the circumstances then
    existing, and following such notification promptly prepare and
    furnish to such seller a reasonable number of copies of a
    supplement to or an amendment of such prospectus as may be
    necessary so that, as thereafter delivered to the purchasers of
    such shares, such prospectus shall not include an untrue
    statement of a material fact or omit to state a material fact
    required to be stated therein or necessary to make the
    statements therein not misleading or incomplete in light of the
    circumstances then existing;
|
| | (f) Furnish, on the date that such
    Registrable Securities are delivered to the underwriters for
    sale, if such securities are being sold through underwriters,
    (i) an opinion, dated as of such date, of the counsel
    representing SSI for the purposes of such registration, in form
    and substance as is customarily given to underwriters in an
    underwritten public offering, addressed to the underwriters, if
    any, and reasonably satisfactory to LSI Logic and
    (ii) a comfort letter dated as of such date,
    from the independent certified public accountants of SSI, in
    form and substance as is customarily given by independent
    certified public accountants to underwriters in an underwritten
    public offering, addressed to the underwriters;                                                                                                                                                                                                                                                                                                                                                 
|
| | (g) Provide a transfer agent and registrar
    for all Registrable Securities registered pursuant to such
    registration statement and a CUSIP number for all such
    Registrable Securities, in each case not later than the
    effective date of such registration;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (h) Comply with all applicable rules and
    regulations of the Commission, and make available to its
    security holders, as soon as reasonably practicable, an earnings
    statement covering the period of at least twelve months, but not
    more than eighteen months, beginning with the first month after
    the effective date of the Registration Statement, which earnings
    statement shall satisfy the provisions of
    Section 11(a) of the Securities Act;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (i) Cause all such Registrable Securities
    registered pursuant hereunder to be listed on each securities
    exchange on which similar securities issued by SSI are then
    listed; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (j) In connection with any underwritten
    offering pursuant to a registration statement filed pursuant to
    Section 1.1 or Section 1.3 hereof, enter
    into an underwriting agreement in form reasonably necessary to
    effect the offer and sale of Common Stock; provided,
    however, that such underwriting agreement contains
    reasonable and customary provisions, and provided further,
    however, that LSI Logic shall also enter into and
    perform its obligations under such an agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

1.6Indemnification.

(a) To the extent permitted by law, SSI will
indemnify and hold harmless LSI Logic, each of its
officers, directors and partners, legal counsel, and accountants
and each person controlling LSI Logic within the meaning of
Section 15 of the Securities Act, with respect to which
registration, qualification, or compliance has been effected
pursuant to this Section 1, and each underwriter, if
any, and each person who controls within the meaning of
Section 15 of the Securities Act any underwriter, against
all expenses, claims, losses, damages, and liabilities (or
actions, proceedings, or settlements in respect thereof) arising
out of or based on: (i) any untrue statement (or alleged
untrue statement) of a material fact contained or incorporated
by reference in any prospectus, offering circular, or other
document (including any related registration statement,
notification, or the like) incident to any such registration,
qualification, or compliance, (ii) any omission (or alleged

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omission) to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading, or (iii) any violation
(or alleged violation) by SSI of the Securities Act, any state
securities laws or any rule or regulation thereunder applicable
to SSI and relating to action or inaction required of SSI in
connection with any offering covered by such registration,
qualification, or compliance, and SSI will reimburse
LSI Logic, each of its officers, directors, partners, legal
counsel, and accountants and each person controlling
LSI Logic, each such underwriter, and each person who
controls any such underwriter, for any legal and any other
expenses reasonably incurred in connection with investigating
and defending or settling any such claim, loss, damage,
liability, or action; provided, however, that SSI will
not be liable in any such case to the extent that any such
claim, loss, damage, liability, or action arises out of or is
based on any untrue statement or omission based upon written
information furnished to SSI by LSI Logic, any of LSI
Logics officers, directors, partners, legal counsel or
accountants, any person controlling LSI Logic, such underwriter
or any person who controls any such underwriter and stated to be
specifically for use therein; and provided further,
however, that the indemnity agreement contained in this
Section 1.6(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action
if such settlement is effected without the consent of SSI (which
consent shall not be unreasonably withheld).


(b) To the extent permitted by law, LSI
Logic will, if Registrable Securities held by LSI Logic are
included in the securities as to which such registration,
qualification, or compliance is being effected, indemnify and
hold harmless SSI, each of its directors, officers, partners,
legal counsel, and accountants and each underwriter, if any, of
SSIs securities covered by such a registration statement,
each person who controls SSI or such underwriter within the
meaning of Section 15 of the Securities Act, LSI Logic, and
each of its officers, directors, and partners, and each person
controlling LSI Logic, against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or
based on: (i) any untrue statement (or alleged untrue
statement) of a material fact contained or incorporated by
reference in any such registration statement, prospectus,
offering circular, or other document, or (ii) any omission
(or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements therein
not misleading, and will reimburse SSI and SSIs directors,
officers, partners, legal counsel, and accountants, persons,
underwriters, or control persons for any legal or any other
expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability, or action, in
each case to the extent, but only to the extent, that such
untrue statement (or alleged untrue statement) or omission (or
alleged omission) is made in such registration statement,
prospectus, offering circular, or other document in reliance
upon and in conformity with written information furnished to SSI
by LSI Logic and stated to be specifically for use therein;
provided, however, that the obligations of LSI Logic
hereunder shall not apply to amounts paid in settlement of any
such claims, losses, damages, or liabilities (or actions in
respect thereof) if such settlement is effected without the
consent of LSI Logic (which consent shall not be unreasonably
withheld); and provided further, however, that in no
event shall any indemnity under this Section 1.6
exceed the net proceeds from the offering received by LSI Logic.

(c) Each party entitled to indemnification
under this Section 1.6 (the Indemnified
Party) shall give notice to the party required to
provide indemnification (the Indemnifying
Party) promptly after such Indemnified Party has
actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the
defense of such claim or any litigation resulting therefrom;
provided, however, that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not be unreasonably
withheld), and the Indemnified Party may participate in such
defense at such partys expense; and provided further,
however, that the failure of any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying
Party of its obligations under this Section 1.6, to
the extent such failure is not prejudicial. No Indemnifying
Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement that does not
include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release
from all liability in respect to such claim or litigation. Each
Indemnified Party shall furnish such information regarding
itself or the claim in question as an Indemnifying Party may
reasonably request in writing and as shall be reasonably
required in connection with defense of such claim and litigation
resulting therefrom.

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(d) If the indemnification provided for in
this Section 1.6 is held by a court of competent
jurisdiction to be unavailable to an Indemnified Party with
respect to any loss, liability, claim, damage, or expense
referred to herein, then the Indemnifying Party, in lieu of
indemnifying such Indemnified Party hereunder, shall contribute
to the amount paid or payable by such Indemnified Party as a
result of such loss, liability, claim, damage, or expense in
such proportion as is appropriate to reflect the relative fault
of the Indemnifying Party on the one hand and of the Indemnified
Party on the other in connection with the statements or
omissions that resulted in such loss, liability, claim, damage,
or expense as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party and
of the Indemnified Party shall be determined by reference to,
among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material
fact relates to information supplied by the Indemnifying Party
or by the Indemnified Party and the parties relative
intent, knowledge, access to information, and opportunity to
correct or prevent such statement or omission.

(e) Notwithstanding the foregoing, to the
extent that the provisions on indemnification and contribution
contained in the underwriting agreement entered into in
connection with the underwritten public offering are in conflict
with the foregoing provisions, the provisions in the
underwriting agreement shall control.

1.7     Information
by LSI Logic. LSI Logic shall furnish to SSI such
information regarding LSI Logic and the distribution proposed by
LSI Logic as SSI may reasonably request in writing and as shall
be reasonably required in connection with any registration,
qualification, or compliance referred to in this
Section 1.

1.8     Rule 144
Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission that may permit
the sale of the Restricted Securities to the public without
registration, SSI agrees to use its best efforts to:



| |                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Make and keep public information
    regarding SSI available as those terms are understood and
    defined in Rule 144 under the Securities Act, at all times
    from and after ninety (90) days following the effective
    date of the first registration under the Securities Act filed by
    SSI for an offering of its securities to the general public;
|
| | (b) File with the Commission in a timely
    manner all reports and other documents required of SSI under the
    Securities Act and the Exchange Act at any time after it has
    become subject to such reporting requirements; and                                                                                                                              

So long as LSI Logic owns any Restricted
Securities, furnish to LSI Logic forthwith upon written request
a written statement by SSI as to its compliance with the
reporting requirements of Rule 144 (at any time from and
after ninety (90) days following the effective date of the
first registration statement filed by SSI for an offering of its
securities to the general public), and of the Securities Act and
the Exchange Act (at any time after it has become subject to
such reporting requirements), a copy of the most recent annual
or quarterly report of SSI, and such other reports and documents
so filed as LSI Logic may reasonably request in availing itself
of any rule or regulation of the Commission allowing LSI Logic
to sell any such securities without registration.

1.9     Limitations
on Subsequent Registration Rights. From and after the date
of this Agreement, SSI shall not, without the prior written
consent of a LSI Logic, enter into any agreement with any holder
or prospective holder of any securities of SSI giving such
holder or prospective holder any registration rights the terms
of which are pari passu with or senior to the registration
rights granted to LSI Logic hereunder.

1.10     Termination
of Registration Rights. The right of LSI Logic to request
registration or inclusion in any registration pursuant to
Section 1.1, Section 1.2 or
Section 1.3 and the limitations on SSI with respect
to the granting of subsequent registration rights pursuant to
Section 1.9 shall terminate on the earlier of
(i) such date, on or after the closing of the
Companys Initial Public Offering, on which all shares of
Registrable Securities held or entitled to be held upon
conversion by LSI Logic may immediately be sold under
Rule 144 during any ninety (90)-day period, and
(ii) three (3) years after the closing of SSIs
Initial Public Offering.

6



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##### 



ARTICLE II

RIGHT OF FIRST REFUSAL

2.1Right of
First Refusal to LSI Logic. SSI hereby grants to LSI Logic
(subject to subsequent adjustments for stock splits, stock
dividends, reverse stock splits and the like), the right of
first refusal to purchase its pro rata share of New Securities
(as defined in Section 2.1(a)) that SSI may, from
time to time, propose to sell and issue after the date of this
Agreement. LSI Logics pro rata share, for purposes of this
right of first refusal, is equal to the ratio of (a) the
number of shares of Common Stock owned by LSI Logic immediately
prior to the issuance of New Securities (assuming exercise of
all outstanding convertible securities, rights, options and
warrants, directly or indirectly, into Common Stock held by LSI
Logic) to (b) the total number of shares of Common Stock
outstanding immediately prior to the issuance of New Securities
(assuming exercise of all outstanding convertible securities,
rights, options and warrants, directly or indirectly, held by
all of holders of all of SSIs securities.

(a) New Securities shall
mean any capital stock (including Common Stock and/or Preferred
Stock) of SSI whether now authorized or not, and rights,
convertible securities, options or warrants to purchase such
capital stock, and securities of any type whatsoever that are,
or may become, exercisable or convertible into capital stock;
provided, however, that the term New
Securities does not include:



| |                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) securities issued or issuable to
    officers, employees, directors, consultants, placement agents,
    and other service providers of SSI (or any subsidiary) pursuant
    to stock grants, option plans, purchase plans, agreements or
    other employee stock incentive programs or arrangements approved
    by the Board of Directors of SSI;
|
| | (ii) securities issued pursuant to the
    conversion or exercise of any outstanding convertible or
    exercisable securities as of this date of this Agreement;                                                                                                                                                                                      
|
| | (iii) securities offered pursuant to
    SSIs Initial Public Offering;                                                                                                                                                                                                                                                                                
|
| | (iv) securities issued or issuable pursuant
    to the acquisition of another corporation by SSI by merger,
    purchase of substantially all of the assets or other
    reorganization or to a joint venture agreement, provided, that
    such issuances are approved by the Board of Directors of SSI;                                              
|
| | (v) securities issued or issuable to banks,
    equipment lessors or other financial institutions pursuant to a
    commercial leasing or debt financing transaction approved by the
    Board of Directors of SSI;                                                                                                                                    
|
| | (vi) securities issued or issuable in
    connection with sponsored research, collaboration, technology
    license, development, OEM, marketing or other similar agreements
    or strategic partnerships approved by the Board of Directors of
    SSI;                                                                                              
|
| | (vii) securities issued to suppliers or
    third party service providers in connection with the provision
    of goods or services pursuant to transactions approved by the
    Board of Directors of SSI;                                                                                                                                            
|
| | (viii) securities of SSI which are otherwise
    excluded by the affirmative unanimous vote of the Board of
    Directors of SSI; and                                                                                                                                                                                                                  
|
| | (ix) any right, option or warrant to acquire
    any security convertible into the securities excluded from the
    definition of New Securities pursuant to
    Section 2.1(a)(i) through
    Section 2.1(a)(viii) above.                                                                                                                             

(b) In the event SSI proposes to undertake
an issuance of New Securities, it shall give LSI Logic written
notice of its intention, describing the type of New Securities,
and their price and the general terms upon which SSI proposes to
issue the same. LSI Logic shall have twenty (20) days after
any such notice is mailed or delivered to agree to purchase LSI
Logics pro rata share of such New Securities for the price
and upon the terms specified in the notice by giving written
notice to SSI and stating therein the quantity of New Securities
to be purchased.

(c) In the event LSI Logic fails to exercise
fully the right of first refusal within said twenty
(20) day period (the Election Period),
SSI shall have sixty (60) days thereafter to sell or enter
into an agreement (pursuant to which the sale of New Securities
covered thereby shall be closed, if at all, within sixty
(60) days

7



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##### 



from the date of said agreement) to sell that
portion of the New Securities with respect to which LSI
Logics right of first refusal option set forth in this
Section 2.1 was not exercised, at a price and upon
terms no more favorable to the purchasers thereof than specified
in SSIs notice to LSI Logic delivered pursuant to
Section 2.1(b). In the event SSI has not sold within
such sixty (60) day period following the Election Period,
or such sixty (60) day period following the date of said
agreement, SSI shall not thereafter issue or sell any New
Securities, without first again offering such securities to LSI
Logic in the manner provided in this Section 2.1.


(d) The right of first refusal granted under
this Agreement shall expire upon the earlier of (i) three
(3) years after the Initial Public Offering and
(ii) the distribution by LSI Logic to the holders of its
common stock, by means of a pro rata distribution, of shares of
SSI Common Stock then owned by LSI Logic in a transaction
intended to qualify as a tax-free distribution under
section 355 of the Internal Revenue Code of 1986, as
amended.

ARTICLE III

MISCELLANEOUS

3.1     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 FOR LIABILITIES AS SET FORTH IN
SECTION 1.6 HEREOF OR IN THE INDEMNIFICATION AND
INSURANCE MATTERS AGREEMENT.

3.2     Entire
Agreement. This Agreement, the Separation Agreement, 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.

3.3     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 jurisdiction and venue over
all Disputes between the parties that are permitted to be
brought in a court of law pursuant to Section 3.4
below.

3.4     Dispute
Resolution. Any Disputes under this Agreement shall be
addressed using the same procedure set forth in the Separation
Agreement.

3.5     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       

8



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##### 





| |                                
| | -------------------------------
| | 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.

3.6     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.

3.7     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. 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.

3.8     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 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 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.

3.9     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.

3.10     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.

3.11     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.

9



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##### 



ARTICLE IV

DEFINITIONS

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

4.2     Commission.
Commission shall mean the Securities and
Exchange Commission or any other federal agency at the time
administering the Securities Act.

4.3     Common Stock.
Common Stock means the common stock of SSI,
including any and all classes of such common stock.

4.4     Dispute.
Dispute has the meaning set forth in the
Separation Agreement.

4.5     Exchange Act.
Exchange Act shall mean the Securities Exchange
Act of 1934, as amended, or any similar successor federal
statute and the rules and regulations thereunder, all as the
same shall be in effect from time to time.

4.6     Indemnified
Party. Indemnified Party shall have the meaning
set forth in Section 1.6(c) hereto.

4.7     Indemnifying
Party. Indemnifying Party shall have the meaning
set forth in Section 1.6(c) hereto.

4.8     Initial
Public Offering. Initial Public Offering shall
mean the closing of the SSIs first firm commitment
underwritten public offering of the SSIs Class A
Common Stock registered under the Securities Act.

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

4.10     New
Securities. New Securities shall have the
meaning set forth in Section 2.1(a) hereto.

4.11     Person.
Person has the meaning set forth in the
Separation Agreement.

4.12     Registrable
Securities. Registrable Securities shall mean
(i) any and all shares of Common Stock and (ii) any
Common Stock issued as a dividend or other distribution with
respect to or in exchange for or in replacement of the shares
referenced in (i) above; provided, however, that
Registrable Securities shall not include any shares of Common
Stock described in clause (i) or (ii) above which have
previously been registered or which have been sold to the public
either pursuant to a registration statement or Rule 144, or
which have been sold in a private transaction in which the
transferors rights under this Agreement are not validly
assigned in accordance with this Agreement.

4.13     Register,
Registered and Registration. The terms register,
registered and registration shall refer
to a registration effected by preparing and filing a
registration statement in compliance with the Securities Act and
applicable rules and regulations thereunder, and the declaration
or ordering of the effectiveness of such registration statement.

4.14     Registration
Expenses. Registration Expenses shall mean all
expenses incurred in effecting any registration pursuant to this
Agreement, including, without limitation, all registration,
qualification, and filing fees, printing expenses, escrow fees,
fees and disbursements of counsel for SSI and one special
counsel for LSI Logic, state securities law fees and expenses,
and expenses of any regular or special audits incident to or
required by any such registration, but shall not include Selling
Expenses, fees and disbursements of other counsel for LSI Logic
and the compensation of regular employees of SSI, which shall be
paid in any event by SSI.

4.15     Restricted
Securities. Restricted Securities shall mean any
Registrable Securities that have not been registered under the
Securities Act.

4.16     Rule 144.
Rule 144 shall mean Rule 144 as
promulgated by the Commission under the Securities Act, as such
Rule may be amended from time to time, or any similar successor
rule that may be promulgated by the Commission.

10



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##### 



4.17     Rule 145.
Rule 145 shall mean Rule 145 as
promulgated by the Commission under the Securities Act, as such
Rule may be amended from time to time, or any similar successor
rule that may be promulgated by the Commission

4.18     Rule 415.
Rule 415 shall mean Rule 415 as
promulgated by the Commission under the Securities Act, as such
Rule may be amended from time to time, or any similar successor
rule that may be promulgated by the Commission.

4.19     Securities
Act. Securities Act shall mean the Securities
Act of 1933, as amended, or any similar successor federal
statute and the rules and regulations thereunder, all as the
same shall be in effect from time to time.

4.20     Selling
Expenses. Selling Expenses shall mean all
underwriting discounts, selling commissions and stock transfer
taxes applicable to the sale of Registrable Securities and fees
and disbursements of counsel for LSI Logic (other than the fees
and disbursements of one special counsel to LSI Logic included
in Registration Expenses).

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

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

[Remainder of Page Intentionally Left Blank]

11



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##### 



IN WITNESS WHEREOF, the parties have signed this
Investor Rights 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 INVESTOR RIGHTS
AGREEMENT]

12