EXHIBIT 10.54

Confidential Treatment Requested.  Confidential portions of this document have been  redacted and have been separately filed with the Commission.















Centillium Communications, Inc.



2006

Executive Bonus Program





Program Description

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Centillium Communications, Inc.

Executive Bonus Program

Program Description



The Centillium Communications, Inc. Executive Bonus Program (the Program) is intended to reward certain company executives
for achievement of stated business objectives.

The Program is based on a plan year (January 1 through December 31). Payment for results achieved under the Program will be
made annually, normally by March 1 of the year following the plan year.



Eligibility

To participate in the Program, an employee must be serving in a designated executive position. These positions carry titles of
Vice President, General Manager, Chief Financial Officer, Chief Technical Officer or Chief Executive Officer. Final determination of
whether an executive may participate in the Program rests with the Chief Executive Officer (CEO) and the Board of Directors (the
Board).

In order to participate in the Program and to receive payment according to the Program, each eligible executive must sign an
agreement form that describes the performance items and weightings upon which payment, if any, will be based.

Newly-hired executives will be eligible to participate in the Program based on the decision of the CEO and the Board. Executives
hired or promoted into an executive position during the plan year will be eligible to receive a prorated bonus amount based on
achievement of performance and time employed at Centillium.

Executives who terminate employment with Centillium during the plan year, or before payment is made, will not be eligible to
receive any payment under the Program.



Bonus Target Amounts

Bonus target amounts are based on a designated percentage of each eligible executive's base salary, as determined by the
CEO and the Board. Bonus payments will be prorated to account for any changes in an executive's base salary during the plan
year.

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Program Structures

Each executive will have their bonus amount(s) weighted as follows:

| | Company Revenue           | 40%
| | ------------------------- | ---
| | Company Earnings          | 30%
| | Key Corporate Initiatives | 30%



Evaluation of Performance

Company Revenue will be the annual revenue reported in Centillium's annual filing with the Securities & Exchange
Commission (SEC).

Company Earnings will be the annual Net Profit/Loss reported in Centillium's annual filing with the SEC.

The specific Key Corporate Initiative(s) and weighting will be determined by the CEO and the Board.

Any financial measure involved in the three performance areas noted above shall be without regard to the impact of FAS
123R.

Performance Targets

Prior to the beginning of the plan year, or as soon as practicable after the start of the plan year, the CEO and the Board will
establish performance targets for each measured item. Such performance targets are listed in Attachment 3.

For the Company Revenue and Company Earnings:

If the company's performance equals the Stretch Target Level, that performance is given a value of 100%.

If the company's performance exceeds the Stretch Target level, that performance is given a value on a linear scale based on actual
achievement up to a maximum of 125% of the Stretch Target Level.

If the company's performance is at least at the Low Target Level, but does not meet the Stretch Target Level, that performance is
given a value on a linear scale based on actual achievement from 50% to 100%

There is no payout for performance that does not achieve at least the Low Target level.

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Performance Targets (Contd.)



For the Key Corporate Initiatives:

If the performance of an initiative meets or exceeds the target level, the performance of that initiative will be given a value of
100%.

If the performance of an initiative does not meet the target level, there will be no payout for that initiative.



Payment Calculation

For the Company Revenue and Company Earnings items, the performance level relative to the target will be multiplied by the
item weighting. The result of this calculation will be multiplied by the executive's bonus target amount to determine the payout for each
item. The performance level will be calculated based on the description given earlier using a linear scale between various target
levels.

For the Key Corporate Initiatives, performance for each specific initiative that meets or exceeds the target will be paid at 100%. The
overall payout for the Key Corporate Initiatives item will be based on the results of the met targets (and multiplied by the category
weighting, if there is such a category weighting). If there is no category weighting, the number of met initiatives will be divided by the
total number of initiatives and the quotient will be multiplied by the item weighting.

Example:	An executive has a bonus target amount of $40,000. There are four categories in the Key Corporate Initiatives item.
Each category has a 25% weighting. Within each category there are two to four initiatives that are weighted equally within the category.
In this example, Categories #1 and #3 are achieved. For Categories #2 and #4, two of the three initiatives in each are achieved.

To determine payment, multiply the performance level (100%) for each fully achieved category by that category's weighting. For
categories in which some of the initiatives are achieved, divide the number of met initiatives by the total initiatives for that category and
multiply the result by the category weighting. Add the result
for each category and multiply the sum by the item weighting (30%). Multiply this result by the bonus target amount ($40,000).

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Payment Calculation (Contd.)

|Category #1  | 1.00 x | .25     | = | .25    
|------------ | ------ | ------- | - | -------
|Category #2  | .67 x  | .25     | = | .1675  
|Category #3  | 1.00 x | .25     | = | .25    
|Category #4  | .67 x  | .25     | = | .1675  
|             |        |         |   | .835   
|.835 x .30 = | .25 x  | $40,000 | = | $10,000



The total annual bonus amount paid to each eligible executive under the Program is determined by adding together the payout
amounts for each item, calculated as described above.



Administration of the Program

The CEO is responsible for the administration and interpretation of the Program. Questions or disputes regarding the Program
should be directed to the Vice President of Human Resources who will work with the CEO to resolve such questions or disputes. No
changes to the Program will be permitted without the written authorization of the CEO. The Company reserves the right to change,
modify or eliminate all or any part(s) of the plan at any time in its discretion.

Attachments

|Attachment 1 |  | List of Program Participants and Bonus Target Amounts
|------------ |  | -----------------------------------------------------
|Attachment 2 |  | Key Corporate Initiatives for 2006 Plan              
|Attachment 3 |  | Revenue and Earning Levels for 2006 Plan             

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*** Confidential material redacted and filed separately with the Commission.

Attachment 1





List of Program Participants for 2006

[Effective July 1, 2006]





Executives eligible for the Program:

|Name             | Title                            | Target Amount
as % of Salary
|---------------- | -------------------------------- | ----------------------------
|Faraj Aalaei     | Chief Executive Officer          | 100%                        
|J. Scott Kamsler | Chief Financial Officer          | 50%                         
|Hassan Parsa     | Vice President                   | ***                         
|Didier Boivin    | Vice President                   | ***                         
|Sriraman Chari   | Chief Technical Officer          | ***                         
|Dan Jochnowitz   | Vice President & General Counsel | ***                         
|Manohar Mahavadi | Vice President                   | ***                         
|Tapan Mohanti    | Vice President                   | ***                         
|Kris Shankar     | Vice President                   | ***                         
|Tony Webster     | Vice President                   | ***                         
|[TBD]            | Vice President                   | ***                         



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*** Confidential material redacted and filed separately with the Commission.

Attachment 2



2006 Executive Bonus Program

Key Corporate Initiatives



ADSL Product Line

A.) Win *** customer

Metric: ***revenues

B.) Successfully position ***

Metric: First ***customer board samples***

VDSL Product Line

A.) Successful introduction of *** product

Metric: First ***customer samples by***

B.) Successful introduction of *** product

Metric: First customer samples ***

C.) Win ***customers;

Metric: Confirmed ***engagements

Optical Product Line

A.) *** expand outside ***

Metric: Win ***customers in***with production revenues

B.) Establish next *** position

Metric: ***design wins

C.) Win ***business

Metric: ***business run rate by year end

VOIP Product Line

A.) Successful introduction of ***

Metric: Win ***customers

B.) Introduce ***

Metric: ***customer samples***



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*** Confidential material redacted and filed separately with the Commission.

Attachment 3





2006 Executive Bonus Program

Revenue and Earning Levels





Revenue Target for 2006:

|Stretch Target Level | ***
|-------------------- | ---
|Low Target Level     | ***
|High Target Level    | ***



Earning/Loss Target for 2006:

|Stretch Target Level | ***
|-------------------- | ---
|Low Target Level     | ***
|High Target Level    | ***

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