Exhibit 99.1**Emulex Corporation****Corporate Governance Guidelines**The following guidelines concern the corporate governance of Emulex Corporation, including itsBoard of Directors and committees of the Board. These guidelines are to be applied in a mannerconsistent with applicable laws, regulations, New York Stock Exchange rules, the Emulex Certificateof Incorporation and Bylaws.Director Qualifications and Responsibilities 1. The board shall have a majority of independent directors, using the independencecriteria set by Section 301 of the Sarbanes-Oxley Act of 2002.  2. No director qualifies as “independent” unless the board of directors affirmativelydetermines that the director has no material relationship with Emulex (either directly oras a partner, shareholder or officer of an organization that has a relationship withEmulex). No director who is a former employee of Emulex can be “independent” until fiveyears after the employment has ended. No director who is, or in the last five years hasbeen, affiliated with or employed by a (present or former) auditor of Emulex (or anaffiliate) can be “independent” until five years after the end of either the affiliationor the auditing relationship. No director can be “independent” if he or she is, or in thepast five years has been, part of an interlocking directorate in which an executiveofficer of Emulex serves on the compensation committee of another company that employsthat director. Directors with immediate family members in the categories of this paragraphmust likewise be subject to the five year “cooling-off” provisions for purposes ofdetermining “independence.”  3. Directors may serve on the boards of up to four other publicly traded companies,provided that no conflict of interest is created by such service.  4. Directors shall serve for a tenure as determined by the procedure for election ofdirectors specified by the Emulex Bylaws, and the nominations for directors determined bythe Nominating/Corporate Governance Committee or Board. Following each five years oftenure by a director, the Nominating/Corporate Governance Committee or Board shall reviewwith that director the prior five years, and the abilities and interest of the directorand benefits to Emulex in continued service by that director.  5. Director retirement shall occur at the end of the term during which the directorreaches the age of 75, unless the Nominating/Corporate Governance Committee or Boardaffirmatively determines to nominate an individual older than 75 to be elected orre-elected as a director.
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 6. Director succession shall be determined by the Nominating/Corporate GovernanceCommittee or Board, including the removal of a director, and the replacement of a directorin the case of resignation, removal, death or disability.  7. Directors are responsible to regularly attend Board and Board committee meetings, toreview materials submitted in advance of such meetings, and to fulfill the obligations ofdirectors specified by laws, regulations, New York Stock Exchange rules, the EmulexCertificate of Incorporation, Bylaws, and charters of the Board committees to which thedirectors have been appointed.  8. Directors should own, or acquire within three years after the later of first becominga director or the initial adoption of this guideline, shares of Emulex common stock,including shares of restricted stock, with a value of three times his or her annualizedretainer (the quarterly retainer multiplied by four), excluding any out of pocket expensesreimbursed, and any additional retainers paid to committee chairs.  9. Any management director shall submit her or his offer of resignation from the Boardupon termination as an officer of, or termination of employment with Emulex. Anynon-management director shall submit her or his offer of resignation from the Board uponany change of principal occupation, change of business association or change of employer.The Board shall have the discretion to accept or reject the offer of resignation of adirector.  10. Prior to accepting an invitation to serve on the board of another company, anydirector shall notify the CEO and Chair of the Nominating/Corporate Governance Committeein writing of such invitation, and shall consult with the CEO and Chair of theNominating/Corporate Governance Committee about the continued appropriateness of thedirector’s Board and committee assignments and the impact that accepting such invitationwould have on Emulex. If such invitation is disapproved by the CEO or the Board, thedirector shall submit her or his offer of resignation from the Board before accepting suchinvitation.  11. Directors are responsible to access the Emulex management, and to hire and accessindependent counsel and other advisers, as necessary and appropriate.    Responsibility of Board Committees  12. The responsibilities of the committees of the Board are stated in the charters of thecommittees as approved by the Board, and such responsibilities may be reduced or expandedby the Board.  13. The Executive Session Committee shall consist of all non-management Directors, shallmeet at least four times annually without Emulex management participation in order tofoster better communication among non-management directors, shall be responsible forreviewing the Board and Board committee relationship to the Emulex management andinteraction with the Emulex management, and shall report when appropriate to the Board.The Board may elect a lead directorto convene the non-management directors. The name of the lead director, if any, shall beincluded in the Emulex proxy filing.
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   Director Compensation  14. The form and amount of director compensation shall be set by the Board, inconsideration of customary and competitive compensation for directors, and may setdifferent compensation for directors appointed to Board committees or given designatedresponsibilities; all in accordance with the Emulex Certificate of Incorporation, EmulexBylaws, New York Stock Exchange rules, and applicable laws and regulations.  15. The Board shall review in advance any substantial charitable contribution made byEmulex to organizations to which any director is affiliated, and any consulting contractwith (or the provision of other indirect form of compensation to) any director.  16. Director’s compensation is the only compensation an independent director may receivefrom Emulex. Director orientation and continuing education  17. The board should provide orientation information to newly elected directors, andcontinuing education information to all directors concerning the responsibilities,obligation and roles of the directors and the board.    Management succession  18. The board elects the executive officers, including the Chief Executive Officer, inaccordance with the procedures set in the Emulex Certificate of Incorporation and theEmulex Bylaws, and applicable laws and regulations; including the succession afterresignation, retirement, removal, death or incapacity; and including the election oftemporary or interim executive officers in the event of emergency or other extraordinarycircumstances.    Annual performance evaluation of the board  19. The board should conduct a self-evaluation at least annually to determine whether itand its committees are functioning effectively.
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CERTIFICATE OF SECRETARY     The undersigned, Secretary of Emulex Corporation, a Delaware corporation, hereby certifiesthat the foregoing is a full, true and correct copy of the Governance Guidelines of saidcorporation, with all amendments to date of this Certificate.     WITNESS the signature of the undersigned this 23rd day of August, 2007.             Michael J. Rockenbach, Secretary      
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