##### 



Exhibit 2.1


REAL ESTATE MATTERS AGREEMENT

between


LSI LOGIC CORPORATION


and


LSI LOGIC STORAGE SYSTEMS, INC.


March 15, 2004






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TABLE OF CONTENTS

|                                                    |     |  |                                                           |      |  |   | 
|--------------------------------------------------- | --- |  | --------------------------------------------------------- | ---- |  | - | 
|                                                    |     |  |                                                           | Page
|                                                    |     |  |                                                           |     
|ARTICLE I  PROPERTY                                 |     |  | 1                                                         |     
|                                                    | 1.1 |  | OWNED PROPERTY                                            |      |  | 1 | 
|                                                    | 1.2 |  | LEASED PROPERTY                                           |      |  | 1 | 
|                                                    | 1.3 |  | SHARED PROPERTIES                                         |      |  | 1 | 
|                                                    | 1.4 |  | OBTAINING THE LEASE CONSENTS                              |      |  | 1 | 
|                                                    | 1.5 |  | OCCUPATION BY SSI                                         |      |  | 2 | 
|                                                    | 1.6 |  | OBLIGATION TO COMPLETE                                    |      |  | 3 | 
|                                                    | 1.7 |  | FORM OF TRANSFER                                          |      |  | 4 | 
|                                                    | 1.8 |  | TENANTS FIXTURES AND FITTINGS                            |      |  | 4 | 
|                                                    | 1.9 |  | COSTS                                                     |      |  | 4 | 
|                                                   
|ARTICLE II  MISCELLANEOUS                           |     |  | 4                                                         |     
|                                                    | 2.1 |  | LIMITATION OF LIABILITY                                   |      |  | 4 | 
|                                                    | 2.2 |  | ENTIRE AGREEMENT                                          |      |  | 4 | 
|                                                    | 2.3 |  | GOVERNING LAW                                             |      |  | 5 | 
|                                                    | 2.4 |  | DISPUTE RESOLUTION                                        |      |  | 5 | 
|                                                    | 2.5 |  | NOTICES                                                   |      |  | 5 | 
|                                                    | 2.6 |  | COUNTERPARTS                                              |      |  | 5 | 
|                                                    | 2.7 |  | BINDING EFFECT; ASSIGNMENT                                |      |  | 5 | 
|                                                    | 2.8 |  | SEVERABILITY                                              |      |  | 5 | 
|                                                    | 2.9 |  | FAILURE OR INDULGENCE NOT WAIVER; REMEDIES
    CUMULATIVE |      |  | 6 | 
|                                                    | 2.1 |  | 0 AMENDMENT                                               |      |  | 6 | 
|                                                    | 2.1 |  | 1 INTERPRETATION                                          |      |  | 6 | 
|                                                   
|ARTICLE III  DEFINITIONS                            |     |  | 6                                                         |     
|                                                    | 3.1 |  | ACTUAL COMPLETION DATE                                    |      |  | 6 | 
|                                                    | 3.2 |  | LANDLORD                                                  |      |  | 6 | 
|                                                    | 3.3 |  | LEASE CONSENTS                                            |      |  | 6 | 
|                                                    | 3.4 |  | LEASED PROPERTIES                                         |      |  | 6 | 
|                                                    | 3.5 |  | LICENSE FORM                                              |      |  | 6 | 
|                                                    | 3.6 |  | LSI LOGICS LEASE                                         |      |  | 6 | 
|                                                    | 3.7 |  | OWNED PROPERTY                                            |      |  | 6 | 
|                                                    | 3.8 |  | PROPERTY                                                  |      |  | 6 | 
|                                                    | 3.9 |  | RELEVANT LEASES                                           |      |  | 6 | 
|                                                    | 3.1 |  | 0 RETAINED PARTS                                          |      |  | 6 | 
|                                                    | 3.1 |  | 1 SHARED PROPERTIES                                       |      |  | 7 | 
|                                                   
|SCHEDULES                                          
|Schedule 1  Properties                              |     |  | 1                                                         |     
|Schedule 2  Form Transfer for
    Owned Property    |     |  | 1                                                         |     
|Schedule 3  Form Transfer for
    Leased Properties |     |  | 1                                                         |     
|Schedule 4  Form License for
    Shared Properties  |     |  | 1                                                         |     

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REAL ESTATE MATTERS AGREEMENT

This Real Estate Matters Agreement (this
Agreement) is executed on March 15,
2004, and made effective as of December 31, 2003, 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 herein shall have the
meanings ascribed to such terms in the Separation Agreement (as
defined below).

RECITALS

1. LSI Logic and SSI are entering into a
Master Separation Agreement dated as of December 31, 2003
(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 wish to clarify certain real estate matters.

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

ARTICLE I

PROPERTY

1.1     Owned
Property. LSI Logic shall convey the Owned Property
(together with all rights and easements appurtenant thereto) to
SSI, subject to the other provisions of this Agreement and (to
the extent not inconsistent with the provisions of this
Agreement) the terms of the Separation Agreement and the other
Ancillary Agreements. Such conveyance shall be completed as of
the Separation Date.

1.2     Leased
Property.

(a) LSI Logic shall assign or cause its
Subsidiary to assign to SSI, and SSI shall accept and assume,
LSI Logics interest in the Leased Properties, subject to
the other provisions of this Agreement and (to the extent not
inconsistent with the provisions of this Agreement) the terms of
the Separation Agreement and the other Ancillary Agreements.
Such assignment shall be completed on the later of: (i) the
Separation Date; and (ii) the earlier of (A) the fifth
(5th) business day after the relevant Lease Consent has been
granted and (B) the date agreed upon by the parties in
accordance with Section 1.6(a) below.

(b) Subject to the completion of the
assignment to SSI of the relevant Leased Property, with respect
to each Leased Property which is also a Shared Property, SSI
shall grant to LSI Logic a license to occupy those parts of the
relevant Leased Properties identified in Section Aof Schedule 1of this Agreement currently
occupied by LSI Logic and LSI Logic shall accept the same. Such
license shall be completed immediately following completion of
the transfer of the relevant Leased Property to SSI.

1.3     Shared
Properties. LSI Logic shall grant or cause its applicable
Subsidiary to grant to SSI or its applicable Subsidiary a
license to occupy those parts of the Shared Properties
identified in Section Bof Schedule 1of
this Agreement currently occupied by LSI Logic or its applicable
Subsidiary and SSI shall accept or cause its Subsidiary to
accept the same, subject to the other provisions of this
Agreement and (to the extent not inconsistent with the
provisions of this Agreement) the terms of the Separation
Agreement and the other Ancillary Agreements. Such license shall
be completed on the Separation Date.

1.4     Obtaining the
Lease Consents.

(a) LSI Logic confirms that, with respect to
each Leased Property, an application has been made or will
promptly be made to the relevant Landlord for the Lease Consents
required with respect to the transactions contemplated by this
Agreement.

(b) LSI Logic and SSI will each use their
reasonable commercial efforts to obtain the Lease Consents as to
the Leased Properties, but LSI Logic shall not be required to
commence judicial proceedings for a declaration that a Lease
Consent has been unreasonably withheld or delayed, nor shall LSI
Logic be required

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to pay any consideration in excess of that
required by the Relevant Lease or that which is typical in the
open market to obtain the relevant Lease Consent.


(c) SSI and LSI Logic will promptly satisfy
the lawful requirements of the Landlord, and SSI will take all
steps to assist LSI Logic in obtaining the Lease Consents as to
the Leased Properties, including, without limitation:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) if properly required by the Landlord,
    entering into an agreement with the relevant Landlord to observe
    and perform the tenants obligations contained in the
    Relevant Lease throughout the remainder of the term of the
    Relevant Lease, subject to any statutory limitations of such
    liability;                                                                                                             
|
| | (ii) if properly required by the Landlord,
    providing a guarantee, surety or other security (including,
    without limitation, a security deposit) for the obligations of
    SSI as tenant under the Relevant Lease, and otherwise taking all
    steps which are necessary and which SSI is capable of doing to
    meet the lawful requirements of the Landlord so as to ensure
    that the Lease Consents are obtained; and
|
| | (iii) using all reasonable commercial
    efforts to assist LSI Logic with obtaining the Landlords
    consent to the release of any guarantee, surety or other
    security which LSI Logic or its Subsidiary may have previously
    provided to the Landlord and, if required, offering the same or
    equivalent security to the Landlord in order to obtain such
    release.                                                

Notwithstanding the foregoing, (1) except
with respect to guarantees, sureties or other security
referenced in Section 1.4(c)(ii) above, SSI
shall not be required to obtain a release of any obligation
entered into by LSI Logic or its Subsidiary with any Landlord or
other third party with respect to any Property and (2) SSI
shall not communicate directly with any of the Landlords unless
SSI can show LSI Logic reasonable grounds for doing so.

(d) If, with respect to any Leased
Properties, LSI Logic and SSI are unable to obtain a release by
the Landlord of any guarantee, surety or other security which
LSI Logic or its Subsidiary has previously provided to the
Landlord, SSI shall indemnify, defend, protect and hold harmless
LSI Logic and its Subsidiary from and after the Separation Date
against all losses, costs, claims, damages, or liabilities
incurred by LSI Logic or its Subsidiary as a result of
SSIs occupancy of the Leased Property with respect to such
guarantee, surety or other security.

1.5     Occupation by
SSI.

(a) Subject to compliance with
Section 1.5(b) below, in the event that the Actual
Completion Date for any Leased Property does not occur on the
Separation Date, SSI shall, commencing on the Separation Date,
be entitled to occupy the relevant Property (except to the
extent that the same is a Retained Part) as a licensee upon the
terms and conditions contained in LSI Logics Lease. Such
license shall not be revocable prior to the date for completion
as provided in Section 1.2(a) unless an enforcement
action or forfeiture by the relevant Landlord due to SSIs
occupation of the Property constituting a breach of LSI
Logics Lease cannot, in the reasonable opinion of LSI
Logic, be avoided other than by requiring SSI to immediately
vacate the relevant Property, in which case LSI Logic may by
notice to SSI immediately require SSI to vacate the relevant
Property. SSI will be responsible for all costs, expenses and
liabilities incurred by LSI Logic or its applicable Subsidiary
as a consequence of such occupation, except for any losses,
claims, costs, demands and liabilities incurred by LSI Logic or
its Subsidiary as a result of any enforcement action taken by
the Landlord against LSI Logic or its Subsidiary with respect to
any breach by LSI Logic or its Subsidiary of the Relevant Lease
in permitting SSI to so occupy the Property without obtaining
the required Lease Consent, for which LSI Logic or its
Subsidiary shall be solely responsible. SSI shall not be
entitled to make any claim or demand against, or obtain
reimbursement from, LSI Logic or its applicable Subsidiary with
respect to any costs, losses, claims, liabilities or damages
incurred by SSI as a consequence of being obliged to vacate the
Property or in obtaining alternative premises, including,
without limitation, any enforcement action which a Landlord may
take against SSI.

(b) In the event that the Actual Completion
Date for any Leased Property does not occur on the Separation
Date, whether or not SSI occupies a Property as licensee as
provided in Section 1.5(a) above, SSI

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shall, effective as of the Separation Date,
(i) pay LSI Logic all rents, service charges, insurance
premiums and other sums payable by LSI Logic or its applicable
Subsidiary under any Relevant Lease, (ii) observe the
tenants covenants, obligations and conditions contained in
LSI Logics Lease and (iii) indemnify, defend, protect
and hold harmless LSI Logic and its applicable Subsidiary from
and against all losses, costs, claims, damages and liabilities
arising on account of any breach thereof by SSI.


(c) LSI Logic shall supply promptly to SSI
copies of all invoices, demands, notices and other
communications received by LSI Logic or its or its applicable
Subsidiaries or agents in connection with any of the matters for
which SSI may be liable to make any payment or perform any
obligation pursuant to Section 1.5(b), and shall, at
SSIs cost, take any steps and pass on any objections which
SSI may have in connection with any such matters. SSI shall
promptly supply to LSI Logic any notices, demands, invoices and
other communications received by SSI or its agents from any
Landlord while SSI occupies any Property without the relevant
Lease Consent.

1.6     Obligation to
Complete.

(a) If, with respect to any Leased Property,
at any time the relevant Lease Consent is formally and
unconditionally refused in writing, LSI Logic and SSI shall
commence good faith negotiations and use commercially reasonable
efforts to determine how to allocate the applicable Property,
based on the relative importance of the applicable Property to
the operations of each party, the size of the applicable
Property, the number of employees of each party at the
applicable Property and the potential risk and liability to each
party in the event an enforcement action is brought by the
applicable Landlord. Such commercially reasonable efforts shall
include consideration of alternate structures to accommodate the
needs of both parties and the allocation of the costs thereof,
including entering into amendments of the size, term or other
terms of the Relevant Lease, restructuring a proposed lease
assignment to be a sublease and relocating one party. If the
parties are unable to agree upon an allocation of the Property
within fifteen (15) days after commencement of negotiations
between the parties as described above, then either party may,
by delivering written notice to the other, require that the
matter be referred to the Chief Financial Officers of both
parties. In such event, the Chief Financial Officers shall use
commercially reasonable efforts to determine the allocation of
the Property, including having a meeting or telephone conference
within five (5) business days thereafter. If the parties
are unable to agree upon the allocation of an applicable
Property within five (5) business days after the matter is
referred to the Chief Financial Officers of the parties as
described above, the disposition of the applicable Property and
the risks associated therewith shall be allocated between the
parties as set forth in subparts (b) and (c) of this
section below.

(b) If, with respect to any Leased Property,
the parties are unable to agree upon the allocation of a
Property as set forth in Section 1.6(a), LSI Logic
may by written notice to SSI elect to apply to the relevant
Landlord for consent to sublease all of the relevant Property to
SSI for the remainder of the Relevant Lease term less three
(3) days at a rent equal to the rent from time to time
under the Relevant Lease, but otherwise on substantially the
same terms and conditions as the Relevant Lease. If LSI Logic
makes such an election, until such time as the relevant Lease
Consent is obtained and a sublease is completed, the provisions
of Section 1.5 will apply and, on the grant of the
Lease Consent required to sublease the Leased Property in
question, LSI Logic shall sublease or cause its applicable
Subsidiary to sublease to SSI the relevant Property, which
sublease shall be for a term and rent set forth in the Relevant
Lease and otherwise on the terms of the Relevant Lease.

(c) If the parties are unable to agree upon
the allocation of a Property as set forth in
Section 1.6(a) and LSI Logic does not make an
election pursuant to Section 1.6(b) above, LSI Logic
may elect by written notice to SSI to require SSI to vacate the
relevant Property immediately or by such other date as may be
specified in the notice served by LSI Logic (the Notice
Date), in which case SSI shall vacate or cause its
applicable Subsidiary to vacate the relevant Property on the
Notice Date but shall indemnify LSI Logic and its applicable
Subsidiary from and against all costs, claims, losses,
liabilities and damages in relation to the relevant Property
arising from and including the Separation Date to and including
the later of the Notice Date and date on which SSI or its
applicable Subsidiary vacates the relevant Property, except for
any costs, losses, damages, claims and liabilities incurred by
LSI Logic or its Subsidiary with respect to any enforcement
action

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taken by the Landlord against LSI Logic or its
Subsidiary with respect to any breach by LSI Logic or its
Subsidiary of the Relevant Lease in permitting SSI or its
Subsidiary to so occupy the Property without obtaining the
required Lease Consent. Neither SSI nor its applicable
Subsidiary shall be entitled to make any claim or demand against
or obtain reimbursement from LSI Logic or its applicable
Subsidiary with respect to any costs, losses, claims,
liabilities or damages incurred by SSI or its Subsidiary as a
consequence of being obliged to vacate the Property or obtaining
alternative premises, including, without limitation, any
enforcement action which a Landlord may take against SSI or its
applicable Subsidiary.


1.7     Form of
Transfer.

(a) The transfer or assignment to SSI of the
Owned Property and each relevant Leased Property shall be in
substantially the form attached in Schedule 2 or
3, as applicable, with such amendments as are reasonably
required by LSI Logic with respect to a particular Property,
including, without limitation, in all cases where a relevant
Landlord has required a guarantor or surety to guarantee the
obligations of SSI contained in the relevant Lease Consent or
any other document which SSI is required to complete, the giving
of such guarantee by a guarantor or surety, and the giving by
SSI and any guarantor or surety of SSIs obligations of
direct obligations to LSI Logic or third parties where required
under the terms of any of the Lease Consent or any covenant,
condition, restriction, easement, lease or other encumbrance to
which the Property is subject. Such amendments shall be
submitted to SSI for approval, which approval shall not be
unreasonably withheld or delayed.

(b) The licenses to be granted by SSI to LSI
Logic, and LSI Logic or its applicable Subsidiary to SSI or its
applicable Subsidiary, with respect to the Shared Properties
shall be at the rental rates and terms set forth in
Schedule 1 hereof and shall be substantially in the
form of the License Form, with such amendments as are, in the
reasonable opinion of LSI Logic, necessary with respect to a
particular Property. Such amendments shall be submitted to SSI
for approval, which approval shall not be unreasonably withheld
or delayed.

1.8     Tenants
Fixtures and Fittings. The provisions of the Separation
Agreement and the other Ancillary Agreements shall apply to any
trade fixtures and personal property located at each Property
(excluding any trade fixtures and personal property owned by
third parties). The licenses as to the Shared Properties shall
include the rental of the furniture at such Properties.

1.9     Costs.
LSI Logic shall pay all reasonable costs and expenses incurred
in connection with obtaining the Lease Consents, including,
without limitation, Landlords consent fees and
attorneys fees and any costs and expenses relating to
re-negotiation of LSI Logics Leases. LSI Logic shall also
pay all reasonable costs and expenses in connection with the
transfer of the Owned Property and Leased Properties, including
title insurance premiums, escrow fees, recording fees, and any
transfer taxes arising as a result of the transfers.

ARTICLE II

MISCELLANEOUS

2.1     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 AS SET FORTH IN THE INDEMNIFICATION
AND INSURANCE MATTERS AGREEMENT.

2.2     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

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and oral and all contemporaneous oral agreements
and understandings with respect to the subject matter hereof and
thereof.


2.3     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 2.4
below. Notwithstanding the forgoing, the applicable Property
transfers shall be performed in accordance with the laws of the
state in which the applicable Property is located.

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

2.5     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.

2.6     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.

2.7     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.

2.8     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

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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.


2.9     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.

2.10     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.

2.11     Interpretation.
The headings contained in this Agreement, in any exhibit or
schedule 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.

ARTICLE III

DEFINITIONS

The following terms, as used herein, shall have
the following meanings:

3.1     Actual
Completion Date. Actual Completion Date means,
with respect to each Property, the date upon which completion of
the transfer, assignment, lease or sublease of that Property
actually takes place.

3.2     Landlord.
Landlord means the landlord under LSI
Logics Lease, and its successors and assigns, and includes
the holder of any other interest which is superior to the
interest of the landlord under LSI Logics Lease.

3.3     Lease
Consents. Lease Consents means all consents,
waivers or amendments required from the Landlord or other third
parties under the Relevant Leases to assign the Relevant Leases
to SSI.

3.4     Leased
Properties. Leased Properties means those
Properties listed in Section Aof Schedule 1of this Agreement.

3.5     License Form.
License Form means the form lease attached
hereto as Schedule 4.

3.6     LSI
Logics Lease. LSI Logics Lease
means, in relation to each Property, the lease(s) or sublease(s)
or license(s) under which LSI Logic or its applicable Subsidiary
holds such Property and any other supplemental document
completed prior to the Actual Completion Date.

3.7     Owned
Property. Owned Property means the Property
owned by LSI Logic located at 3718 N. Rock Road,
Wichita, Kansas.

3.8     Property.
Property means the Owned Property, the Leased
Properties and the Shared Properties.

3.9     Relevant
Leases. Relevant Leases means those of LSI
Logics Leases with respect to which the Landlords
consent is required for assignment, sublease or license to a
third party or which prohibit assignments, subleases or licenses.

3.10     Retained
Parts. Retained Parts means those parts of the
Leased Properties which, following transfer or assignment to
SSI, are intended to be licensed to LSI Logic.

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3.11     Shared
Properties. Shared Properties means those
Properties listed in (a) Section A of
Schedule 1 as a Property involving a license back to
LSI Logic or (b) Section B of
Schedule 1of this Agreement.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties have signed this
Real Estate Matters 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 Real Estate Matters
Agreement]

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