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                                                                     EXHIBIT 4.3
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                                  XICOR, INC.,

                                 as the Company

                            ROBERTSON STEPHENS, INC.,

                                  as Robertson

                                       and

                                     BUYERS,

                                as defined herein

                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of November 16, 2001

                  5.5% Convertible Subordinated Notes due 2006

                      and Warrants to Purchase Common Stock


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                          REGISTRATION RIGHTS AGREEMENT

               THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is entered
into as of November 16, 2001, by and among Xicor, Inc., a California corporation
(the "Company"), Robertson Stephens, Inc. ("Robertson") and the buyers listed on
the Schedule of Buyers attached hereto as Exhibit A (each, a "Buyer" and,
collectively, the "Buyers").

               THE PARTIES TO THIS AGREEMENT enter into this agreement on the
basis of the following facts, intentions and understanding:

               A. The Company and the Buyers entered into that certain
Securities Purchase Agreement of even date herewith (the "Securities Purchase
Agreement"), and, upon the terms and subject to the conditions of the Securities
Purchase Agreement, the Company has agreed (i) to issue and sell to the Buyers
an aggregate of up to (A) Forty-Five Million United States Dollars ($45,000,000)
of the Company's 5.5% Convertible Subordinated Notes due 2006 (such Convertible
Subordinated Notes, as the same may be amended, modified or supplemented from
time to time in accordance with the terms thereof (the "Notes"), which shall be
convertible into shares of common stock, no par value per share (the "Common
Stock") of the Company (as converted, the "Conversion Shares"), and (B) Warrants
(such Warrants, as the same may be amended, modified or supplemented from time
to time in accordance with the terms thereof, the "Buyer Warrants") to purchase
up to 1,203,208.555 shares of Common Stock (as exercised collectively, the
"Buyer Warrant Shares"), and (ii) to issue to Robertson Warrants (such Warrants,
as the same may be amended, modified or supplemented from time to time in
accordance with the terms thereof, the "Robertson Warrants" and, together with
the Buyer Warrants, the "Warrants") to purchase the number of shares of Common
Stock set forth on the Schedule of Fees attached as Exhibit D to the Securities
Purchase Agreement (as exercised collectively, the "Robertson Warrant Shares"
and, together with the Buyer Warrant Shares, the "Warrant Shares").

               B. To induce the Buyers to execute and deliver the Securities
Purchase Agreement and to induce Robertson to act as the Company's exclusive
placement agent, the Company has agreed to provide certain registration rights
to the Buyers and Robertson under the Securities Act of 1933, as amended, and
the rules and regulations thereunder, or any similar successor statute
(collectively, the "Securities Act"), and applicable state securities laws.

               NOW, THEREFORE, in consideration of the promises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company, Robertson
and each of the Buyers hereby agree as follows:

               SECTION 1. DEFINITIONS. As used in this Agreement, the following
terms shall have the following meanings:

               (a) "Business Day" means any day other than Saturday, Sunday or
any other day on which commercial banks in The City of New York are required by
law to remain closed.


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               (b) "Investor" means Robertson and each Buyer and any transferee
or assignee thereof to whom Robertson or a Buyer assigns its rights under this
Agreement and who agrees to become bound by the provisions of this Agreement in
accordance with Section 9 of this Agreement, and any subsequent transferee or
assignee thereof to whom a transferee or assignee assigns its rights under this
Agreement and who agrees to become bound by the provisions of this Agreement in
accordance with Section 9 of this Agreement.

               (c) "Person" means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization or association and governmental or any department or agency
thereof.

               (d) "register," "registered," and "registration" means a
registration effected by preparing and filing one or more Registration
Statements (as defined below) in compliance with the Securities Act and pursuant
to Rule 415 under the Securities Act or any successor rule providing for
offering securities on a continuous or delayed basis ("Rule 415"), and the
declaration or ordering of effectiveness of such Registration Statements by the
United States Securities and Exchange Commission (the "Commission").

               (e) "Registrable Securities" means (i) the Conversion Shares
issued or issuable upon conversion of the Notes, (ii) the Warrant Shares issued
or issuable upon exercise of the Warrants, (iii) any shares of capital stock
issued or issuable with respect to the Conversion Shares, the Notes, the Warrant
Shares or the Warrants as a result of any stock split, stock dividend,
recapitalization, exchange or similar event or otherwise, without regard to any
limitations on conversions of the Notes or the exercise of the Warrants, and
(iv) any shares of capital stock of any entity issued in respect of the capital
stock referenced in the immediately preceding clauses (i), (ii) and (iii) as a
result of a merger, consolidation, sale of assets, sale or exchange of capital
stock or other similar transaction.

               (f) "Registration Statement" means a registration statement or
registration statements of the Company filed under the Securities Act and
covering all of the Registrable Securities.

               (g) Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings set forth in the Securities Purchase
Agreement.

               SECTION 2. REGISTRATION.

               (a) Mandatory Registration. The Company shall use reasonable
efforts to prepare and, as soon as practicable but in no event later than
November 30, 2001 (the "Filing Deadline"), file with the Commission a
Registration Statement on Form S-3 covering the resale of all of the Registrable
Securities. In the event that Form S-3 is unavailable for such a registration,
the Company shall use such other form as is available for such a registration,
subject to the provisions of Section 2(d) of this Agreement. The Registration
Statement prepared pursuant hereto shall register for resale at least
4,356,283.4218762 shares of Common Stock issuable upon conversion of the Notes
and exercise of the Warrants by the Investors from time to time in accordance
with the methods of distribution elected by such Investors. The Company shall
use reasonable efforts to have the Registration Statement declared effective by
the Commission as



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soon as practicable, but not later than January 15, 2002 (the "Effectiveness
Deadline"); provided, however, that if the Commission reviews the Registration
Statement and requires the Company to make modifications thereto, then the
Effectiveness Deadline shall be extended to February 28, 2002. In the event
that, after the Closing Date (as defined in the Securities Purchase Agreement)
and before the Registration Statement is declared effective, the offices of the
Commission are closed due to acts of God, war or terror, the Effectiveness
Deadline will be extended by a number of days equal to the days of any such
closure.

               (b) Allocation of Registrable Securities. The initial number of
Registrable Securities included in any Registration Statement and each increase
in the number of Registrable Securities included therein shall be allocated pro
rata among the Investors based on the number of Registrable Securities held by
each Investor at the time the Registration Statement covering such initial
number of Registrable Securities or increase thereof is declared effective by
the Commission. In the event that an Investor sells or otherwise transfers any
of such Investor's Registrable Securities, each transferee shall be allocated
the portion of the then remaining number of Registrable Securities included in
such Registration Statement allocable to the transferor. In no event shall the
Company include any securities other than Registrable Securities on any
Registration Statement without the prior written consent of the Investors
holding at least a majority of the Registrable Securities.

               (c) Legal Counsel. Subject to Section 5 of this Agreement, the
Investors holding at least a majority of the Registrable Securities shall have
the right to select one legal counsel to review and comment upon any
registration pursuant to this Agreement (the "Legal Counsel"), which the
Investors agree shall be O'Melveny & Myers LLP or such other counsel as
thereafter designated in writing by the holders of at least a majority of the
Registrable Securities. The Investors hereby waive any conflict of interest or
potential conflict of interest that may arise as a result of the representation
of such Investors by O'Melveny & Myers LLP in connection with the subject matter
of this Agreement. The provision will not prohibit Paul Hastings or Robinson
Silverman from reviewing and commenting on any registration filed pursuant to
this Agreement at no cost to the Company.

               (d) Ineligibility for Form S-3. If Form S-3 is not available for
the registration of the resale of Registrable Securities hereunder or the
Company is not permitted by the Securities Act or the Commission to use Form
S-3, then the Company shall (i) register the resale of the Registrable
Securities on another appropriate form reasonably acceptable to the holders of
at least a majority of the Registrable Securities and (ii) undertake to register
the Registrable Securities on Form S-3 as soon as such form is available;
provided, however, that the Company shall maintain the effectiveness of the
Registration Statement then in effect until such time as a Registration
Statement on Form S-3 covering all of the Registrable Securities has been
declared effective by the Commission.

               (e) Sufficient Number of Shares Registered. In the event the
number of shares registered under a Registration Statement filed pursuant to
Section 2(a) of this Agreement is insufficient to cover all of the Registrable
Securities or all of an Investor's allocated portion of the Registrable
Securities pursuant to Section 2(b) of this Agreement, the Company shall amend
the Registration Statement, or file a new Registration Statement (on the short
form available therefor, if applicable), or both, so as to cover at least one
hundred five percent (105%) of the



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number of such Registrable Securities as of the trading day immediately
preceding the date of the filing of such amendment and/or new Registration
Statement, in each case, as soon as practicable, but in no event later than
fifteen (15) days after the necessity therefor arises. The Company shall use its
reasonable efforts to cause such amendment and/or new Registration Statement to
become effective as soon as practicable following the filing thereof. The
calculation of the number of shares sufficient to cover all of the Registrable
Securities shall be made without regard to any limitations on the conversion of
the Notes or the exercise of the Warrants, and such calculation shall assume
that all of the Notes are then convertible into, and all of the Warrants are
then exercisable for, shares of Common Stock at the then prevailing Conversion
Rate (as defined in the Notes) or Warrant Exercise Price (as defined in the
Warrants), as applicable.

               (f) Effect of Failure to File and Obtain and Maintain
Effectiveness of Registration Statement. If (i) a Registration Statement
covering all the Registrable Securities is not filed with the Commission on or
before the Filing Deadline or is not declared effective by the Commission on or
before the Effectiveness Deadline, (ii) a Registration Statement covering all of
the Registrable Securities required to be covered thereby, as described in
Section 2(e) of this Agreement, is not filed with the Commission on or before
the deadline described in Section 2(e) of this Agreement or is not declared
effective by the Commission on or before the deadline described in Section 2(e)
of this Agreement, (iii) on any day after such Registration Statement has been
declared effective by the Commission, sales of all of the Registrable Securities
required to be included on such Registration Statement cannot be made (other
than during an Allowable Grace Period (as defined in Section 3(n) of this
Agreement) pursuant to such Registration Statement (including, without
limitation, because of a failure to keep such Registration Statement effective,
to disclose such information as is necessary for sales to be made pursuant to
such Registration Statement or to register a sufficient number of shares of
Common Stock), or (iv) a Grace Period exceeds the length of an Allowable Grace
Period (each of the items described in clauses (i), (ii) and (iii) above shall
be referred to as a "Registration Delay"), then, as partial relief for the
damages to the Investors by reason of any such delay in or reduction of its
ability to sell the Registrable Securities (which remedy shall not be exclusive
of any other remedies available at law or in equity), the Company shall pay (1)
to each holder of the Notes or Conversion Shares an amount in cash equal to the
product of (i) the initial principal amount paid for such Note or the related
Conversion Shares multiplied by (ii) the product of (I) the percentage
determined by dividing (A) eight-tenths of one percent (0.8%) (except that such
number shall only be one-quarter percent (0.25%) during the first thirty (30)
days after the Effectiveness Deadline if the Effectiveness Deadline has been
extended to February 28, 2002 in accordance with Section 2(a) of this Agreement)
by (B) 30, multiplied by (II) the sum of (x) the number of days (including any
partial days) after the Filing Deadline or the deadline described in Section
2(e) of this Agreement, as applicable, that the Registration Statement is not
filed with the Commission, plus (y) the number of days (including any partial
days) after the Effectiveness Deadline or the deadline described in Section 2(e)
of this Agreement that the Registration Statement is not declared effective by
the Commission, plus (z) after the Registration Statement has been declared
effective by the Commission, the number of days (including any partial days)
that such Registration Statement is not available (other than during an
Allowable Grace Period) for the sale of all the Registrable Securities and (2)
to each holder of the Warrants or Warrant Shares an amount in cash equal to the
product of (i) the Exercise Price for such Warrant or the related Warrant Shares
multiplied by (ii) the product of (I) the percentage determined by dividing



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(A) eight-tenths of one percent (0.8%) (except that such number shall only be
one-quarter percent (0.25%) during the first thirty (30) days after the
Effectiveness Deadline if the Effectiveness Deadline has been extended to
February 28, 2002 in accordance with Section 2(a) of this Agreement) by (B) 30,
multiplied by (II) the sum of (x) the number of days (including any partial
days) after the Filing Deadline or the deadline described in Section 2(e) of
this Agreement, as applicable, that the Registration Statement is not filed with
the Commission, plus (y) the number of days (including any partial days) after
the Effectiveness Deadline or the deadline described in Section 2(e) of this
Agreement, as applicable, that the Registration Statement is not declared
effective by the Commission, plus (z) after the Registration Statement has been
declared effective by the Commission, the number of days (including any partial
days) that such Registration Statement is not available (other than during an
Allowable Grace Period) for the sale of all Registrable Securities. The payments
to which a holder shall be entitled pursuant to this Section 2(f) are referred
to herein as "Registration Delay Payments." The Registration Delay Payments
shall be paid in cash on the earlier of (A) the last day of the calendar month
during which such Registration Delay Payments are incurred and (B) the third
Business Day after the event or failure giving rise to the Registration Delay
Payments is cured. In the event the Company fails to make Registration Delay
Payments in a timely manner, such Registration Delay Payments shall bear
interest at the rate of eight-tenths percent (0.8%) per month (prorated for
partial months) until paid in full.

               SECTION 3. RELATED OBLIGATIONS. At such time as the Company is
obligated to file a Registration Statement with the Commission pursuant to
Sections 2(a), 2(d) or 2(e) of this Agreement, the Company will use reasonable
efforts to effect the registration of all of the Registrable Securities in
accordance with the intended method of disposition thereof and, pursuant
thereto, the Company shall have the following obligations:

               (a) The Company shall promptly prepare and file with the
Commission a Registration Statement with respect to all of the Registrable
Securities (but in no event later than the applicable Filing Deadline) and use
its reasonable efforts to cause such Registration Statement relating to all of
the Registrable Securities required to be covered thereby to become effective as
soon as practicable after such filing (but in no event later than the applicable
Effectiveness Deadline). The Company shall, subject to the terms of this
Agreement, keep each Registration Statement effective pursuant to Rule 415 at
all times until the earlier of (i) the date as of which all of the Investors may
sell all of the Registrable Securities without restriction pursuant to Rule
144(k) (or the successor rule thereto) promulgated under the Securities Act or
(ii) the date on which all of the Investors shall have sold all of the
Registrable Securities (the "Registration Period"), which Registration
Statement, as of its filing and effective dates and each day thereafter
(including all amendments or supplements thereto, as of their respective filing
and effective dates and each day thereafter), shall not contain any 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, and
the prospectus contained in such Registration Statement, as of its filing date
and each day thereafter (including all amendments and supplements thereto, as of
their respective filing dates and each day thereafter), shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated thereon, or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading.



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               (b) Subject to Section 3(n) of this Agreement, the Company shall
prepare and file with the Commission such amendments (including post-effective
amendments) and supplements to the Registration Statement and the prospectus
used in connection with such Registration Statement, which prospectus is to be
filed pursuant to Rule 424 (or any successor rule thereto) promulgated under the
Securities Act, as may be necessary to keep such Registration Statement
effective at all times during the Registration Period, and, during such period,
comply with the provisions of the Securities Act. In the case of amendments and
supplements to a Registration Statement and the prospectus used in connection
with such Registration Statement which are required to be filed pursuant to this
Agreement (including pursuant to this Section 3(b)) by reason of the Company
filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report
under the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, or any similar successor statute (the "Exchange Act"),
the Company shall have incorporated such report by reference into such
Registration Statement, if applicable, or shall file such amendments or
supplements with the Commission on the same day on which the Exchange Act report
is filed which created the requirement for the Company to amend or supplement
such Registration Statement and prospectus.

               (c) The Company shall permit Legal Counsel to review and comment
upon each Registration Statement, prospectus and all amendments and supplements
thereto at least one (1) Business Day prior to their filing with the Commission.
The Company shall furnish to the Investors and Legal Counsel, without charge,
(i) promptly after receipt of such correspondence, copies of all correspondence
from the Commission or the staff of the Commission to the Company or its
representatives relating to each Registration Statement, prospectus and all
amendments and supplements thereto, (ii) promptly after the same is prepared and
filed with the Commission, one (1) copy of each Registration Statement,
prospectus and all amendments and supplements thereto, including all exhibits
and financial statements related thereto, and (iii) promptly upon the
effectiveness of each Registration Statement and each amendment and supplement
thereto, one (1) copy of the prospectus included in each such Registration
Statement and all amendments and supplements thereto. The Company agrees that it
will, and it will cause its counsel to, consider in good faith any comments or
objections from Legal Counsel as to the form or content of each Registration
Statement, prospectus and all amendments or supplements thereto or any request
for acceleration of the effectiveness of each Registration Statement, prospectus
and all amendments or supplements thereto.

               (d) The Company shall furnish to each Investor whose Registrable
Securities are included in any Registration Statement, without charge to such
Investor, (i) promptly after the same is prepared and filed with the Commission,
at least one copy of such Registration Statement and all amendments and
supplements thereto, including all exhibits and financial statements and each
preliminary prospectus, (ii) upon the effectiveness of each Registration
Statement, such number of copies of the prospectus included in such Registration
Statement and all amendments and supplements thereto as such Investor may
reasonably request, and (iii) such other documents, including copies of any
preliminary or final prospectus, as such Investor may reasonably request from
time to time in order to facilitate the disposition of the Registrable
Securities.

               (e) Subject to Section 3(n) of this Agreement, the Company shall
use reasonable efforts to (i) promptly register and qualify, unless an exemption
from registration and



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qualification applies, the resale of the Registrable Securities under such other
securities or "blue sky" laws of all applicable jurisdictions in the United
States as any holder of Registrable Shares reasonably requests in writing, (ii)
promptly prepare and file in those jurisdictions, such amendments (including
post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof during
the Registration Period, (iii) promptly take such other actions as may be
reasonably necessary to maintain such registrations and qualifications in effect
at all times during the Registration Period, and (iv) promptly take all other
actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to file a general
consent to service of process in any such jurisdiction, except in such
jurisdictions where the Company is subject to service of process. The Company
shall promptly notify each Investor who holds Registrable Securities and Legal
Counsel of the receipt by the Company of any notification with respect to the
suspension of the registration or qualification of any of the Registrable
Securities for sale under the securities or "blue sky" laws of any jurisdiction
in the United States or its receipt of notice of the initiation or threatening
of any proceeding for such purpose.

               (f) Notwithstanding anything to the contrary set forth herein, as
promptly as practicable after becoming aware of such event, the Company shall
notify each Investor and Legal Counsel in writing of the happening of any event
as a result of which (i) the Registration Statement or any amendment or
supplement thereto, as then in effect, includes an untrue statement of a
material fact or omission to state a material fact required to be stated therein
or necessary to make the statements therein not misleading or (ii) the
prospectus related to such Registration Statement or any amendment or supplement
thereto includes an untrue statement of a material fact or omission to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, and, subject to Section 3(n) of this Agreement, promptly prepare a
supplement or amendment to such Registration Statement and prospectus to correct
such untrue statement or omission, and deliver such number of copies of such
supplement or amendment to each Investor and Legal Counsel as such Investor or
Legal Counsel may reasonably request. The Company shall also promptly notify
each Investor and Legal Counsel in writing (i) when a prospectus and each
prospectus supplement or amendment thereto has been filed, and when a
Registration Statement and each amendment (including post-effective amendments)
and supplement thereto has been declared effective by the Commission
(notification of such effectiveness shall be delivered to each Investor and
Legal Counsel by facsimile on the same day of such effectiveness and by
overnight mail), (ii) of any request by the Commission for amendments or
supplements to a Registration Statement or related prospectus or related
information, and (iii) of the Company's reasonable determination that an
amendment (including any post-effective amendment) or supplement to a
Registration Statement or prospectus would be appropriate (subject to Section
3(n) hereof).

               (g) Subject to Section 3(n) of this Agreement, the Company shall
use reasonable efforts to (i) prevent the issuance of any stop order or other
suspension of effectiveness of a Registration Statement, or the suspension of
the qualification of any of the Registrable Securities for sale in any
jurisdiction, (ii) if such an order or suspension is issued, obtain the
withdrawal of such order or suspension at the earliest practicable moment and
notify each holder of Registrable



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Securities and Legal Counsel of the issuance of such order and the resolution
thereof or its receipt of notice of the initiation or threat of any proceeding
for such purpose.

               (h) The Company shall hold in confidence and not make any
disclosure of information concerning an Investor provided to the Company unless
(i) disclosure of such information is necessary to comply with United States
federal or state securities laws, (ii) the disclosure of such information is
necessary to avoid or correct a misstatement or omission in any Registration
Statement, prospectus or any amendment or supplement thereto, (iii) the release
of such information is ordered pursuant to a subpoena or other final,
non-appealable order from a court or governmental body of competent
jurisdiction, or (iv) such information has been made generally available to the
public other than by disclosure in violation of this Agreement or any other
agreement. The Company agrees that it shall, upon learning that disclosure of
such information concerning an Investor is sought in or by a court or
governmental body of competent jurisdiction or through other means, unless
ordered or requested by the SEC or other governmental authority not to do so,
give prompt written notice to such Investor and allow such Investor, at the
Investor's expense, to undertake appropriate action to prevent disclosure of, or
to obtain a protective order for, such information.

               (i) The Company shall use its best efforts to (i) cause all the
Registrable Securities to be listed on each securities exchange on which
securities of the same class or series issued by the Company are then listed, if
any, if the listing of such Registrable Securities is then permitted under the
rules of such exchange, or (ii) secure designation and quotation of all the
Registrable Securities on The Nasdaq National Market, or (iii) if the Company is
unsuccessful in satisfying the preceding clause (i) or (ii), to secure the
inclusion for quotation on The Nasdaq SmallCap Market for such Registrable
Securities and, without limiting the generality of the foregoing, to arrange for
at least two market makers to register with the National Association of
Securities Dealers, Inc. ("NASD") as such with respect to such Registrable
Securities. The Company shall pay all fees and expenses in connection with
satisfying its obligation under this Section 3(i).

               (j) In connection with any sale or transfer of Registrable
Securities pursuant to a Registration Statement, the Company shall cooperate
with the Investors who hold Registrable Securities being offered and, to the
extent applicable, facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legend) representing the Registrable
Securities to be offered pursuant to a Registration Statement and enable such
certificates to be in such denominations or amounts, as the case may be, as the
Investors may reasonably request and, registered in such names as the Investors
may request.

               (k) If requested by an Investor, the Company shall (i) as soon as
practicable, incorporate in each prospectus supplement or post-effective
amendment to the Registration Statement such information as an Investor
reasonably requests to be included therein relating to the sale and distribution
of Registrable Securities, (ii) as soon as practicable, make all required
filings of such prospectus supplement or post-effective amendment after being
notified of the matters to be incorporated in such prospectus supplement or
post-effective amendment, and (iii) as soon as practicable, supplement or make
amendments to any Registration Statement and prospectus if reasonably requested
by an Investor holding any Registrable Securities.



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               (l) The Company shall comply with all applicable rules and
regulations of the Commission in connection with any registration hereunder.

               (m) Within two (2) Business Days after a Registration Statement
is ordered effective by the Commission, the Company shall deliver, and shall
cause legal counsel for the Company to deliver, to the transfer agent for the
Registrable Securities (with copies to the Investors whose Registrable
Securities are included in such Registration Statement) confirmation that such
Registration Statement has been declared effective by the Commission in the form
attached hereto as Exhibit B.

               (n) Notwithstanding anything to the contrary herein, at any time
after a Registration Statement has been declared effective by the Commission,
the Company may delay the disclosure of material non-public information
concerning the Company if the disclosure of such information at the time is not,
in the good faith judgment of the Board of Directors of the Company, in the best
interests of the Company (a "Grace Period"); provided, however, that the Company
shall promptly (i) notify the Investors in writing of the existence of material
non-public information giving rise to a Grace Period (provided that the Company
shall not disclose the content of such material non-public information to the
Investors) and the date on which the Grace Period will begin, and (ii) notify
the Investors in writing of the date on which the Grace Period ends; provided
further, that no single Grace Period shall exceed thirty (30) consecutive days,
during any three hundred sixty-five (365) day period, the aggregate of all of
the Grace Periods shall not exceed an aggregate of sixty (60) days and the first
day of any Grace Period must be at least two (2) trading days after the last day
of any prior Grace Period (an "Allowable Grace Period"). For purposes of
determining the length of a Grace Period, the Grace Period shall be deemed to
begin on and include the date the Investors receive the notice referred to in
clause (i) and shall end on and include the later of the date the Investors
receive the notice referred to in clause (ii) and the date referred to in such
notice; provided, however, that no Grace Period shall be longer than an
Allowable Grace Period. The provisions of Section 3(g) of this Agreement shall
not be applicable during the period of any Allowable Grace Period. Upon
expiration of the Grace Period, the Company shall again be bound by the first
sentence of Section 3(f) of this Agreement.

               SECTION 4. OBLIGATIONS OF THE INVESTORS.

               (a) At least seven (7) Business Days prior to the first
anticipated filing date of a Registration Statement, the Company shall notify
each Investor in writing of the information the Company requires from each such
Investor if such Investor elects to have any of such Investor's Registrable
Securities included in such Registration Statement. It shall be a condition
precedent to the obligations of the Company to complete the registration
pursuant to this Agreement with respect to the Registrable Securities of a
particular Investor that such Investor shall furnish to the Company such
information regarding itself, the Registrable Securities held by it and the
intended method of disposition of the Registrable Securities held by it as shall
be reasonably required to effect the effectiveness of the registration of such
Registrable Securities and shall execute such documents in connection with such
registration as the Company may reasonably request. Each Investor shall promptly
notify the Company of any material change with respect to such information
previously provided to the Company by such Investor.



                                       9
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               (b) Each Investor agrees to cooperate with the Company as
reasonably requested by the Company in connection with the preparation and
filing of any Registration Statement hereunder, unless such Investor has
notified the Company in writing of such Investor's election to exclude all of
such Investor's Registrable Securities from such Registration Statement, in
which case, such Investor does not need to cooperate with the Company until it
notifies the Company of its desire to include one or more share of the
Registrable Securities in such Registration Statement.

               (c) Each Investor agrees that, upon receipt of any notice from
the Company of the happening of any event of the kind described in Sections 3(g)
or 3(n) of this Agreement or the first sentence of Section 3(f) of this
Agreement, such Investor will immediately discontinue disposition of Registrable
Securities pursuant to any Registration Statements covering such Registrable
Securities until such Investor's receipt of the copies of the amended or
supplemented prospectus contemplated by Section 3(g) of this Agreement or the
first sentence of Section 3(f) of this Agreement or receipt of notice that no
amendment or supplement is required and, if so directed by the Company, such
Investor shall deliver to the Company (at the expense of the Company) or destroy
(and deliver to the Company a certificate of destruction) all copies of the
prospectus covering such Registrable Securities current at the time of receipt
of such notice (other than a single file copy, which such Investor may keep) in
such Investor's possession. Notwithstanding anything to the contrary in this
Agreement, the Company shall cause its transfer agent to deliver unlegended
shares of Common Stock to a transferee of an Investor in accordance with the
terms of the Securities Purchase Agreement, the Notes, and/or the Warrant, as
applicable, in connection with any sale of Registrable Securities with respect
to which an Investor has entered into a contract for sale prior to the
Investor's receipt of a notice from the Company of the happening of any event of
the kind described in Section 3(g) of this Agreement or the first sentence of
Section 3(f) of this Agreement and for which the Investor has not yet settled.

               SECTION 5. EXPENSES OF REGISTRATION. All expenses, other than
underwriting discounts and commissions, incurred in connection with
registrations, filings or qualifications pursuant to Sections 2 and 3 of this
Agreement, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, and fees and disbursements of
counsel for the Company shall be paid by the Company. The Company shall also
reimburse the Investors for the fees and disbursements of Legal Counsel in
connection with registration, filing or qualification pursuant to Sections 2 and
3 of this Agreement which amount shall be limited to Ten Thousand Dollars
($10,000) for each Registration Statement. In addition, the Company shall pay
all of the Investors' reasonable costs (including fees and disbursements of
Legal Counsel) incurred in connection with the successful enforcement of the
Investors' rights under this Agreement.

               SECTION 6. INDEMNIFICATION. In the event any Registrable
Securities are included in a Registration Statement under this Agreement:

               (a) To the fullest extent permitted by law, the Company will, and
hereby does, indemnify, hold harmless and defend each Investor, the directors,
officers, members, partners, employees, agents, representatives of, and each
Person, if any, who controls any Investor within the meaning of the Securities
Act or the Exchange Act (each, an "Indemnified Person"), against



                                       10
<PAGE>
any losses, claims, damages, liabilities, judgments, fines, penalties, charges,
costs, reasonable attorneys' fees, amounts paid in settlement or expenses, joint
or several, (collectively, "Claims") incurred in investigating, preparing or
defending any action, claim, suit, inquiry, proceeding, investigation or appeal
taken from the foregoing by or before any court or governmental, administrative
or other regulatory agency, body or the Commission, whether pending or
threatened, whether or not an indemnified party is or may be a party thereto
("Indemnified Damages"), to which any of them may become subject insofar as such
Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon (i) any untrue statement or alleged
untrue statement of a material fact in a Registration Statement or any amendment
(including post-effective amendments) or supplement thereto or in any filing
made in connection with the qualification of the offering under the securities
or other "blue sky" laws of any jurisdiction in which Registrable Securities are
offered ("Blue Sky Filing"), or the omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) any untrue statement or alleged untrue statement of
a material fact contained in any preliminary prospectus if used prior to the
effective date of such Registration Statement, or contained in the final
prospectus (as amended or supplemented, if any) or the omission or alleged
omission to state therein any material fact necessary to make the statements
made therein, in light of the circumstances under which the statements therein
were made, not misleading, (iii) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any other law, including,
without limitation, any state securities law, or any rule or regulation
thereunder relating to the offer or sale of the Registrable Securities pursuant
to a Registration Statement, or (iv) any material violation of this Agreement by
the Company or its directors and officers on behalf of the Company (the matters
in the foregoing clauses (i) through (iv) being, collectively, "Violations").
Subject to Section 6(c) of this Agreement, the Company shall reimburse the
Indemnified Persons, promptly as such expenses are incurred and are due and
payable, for any legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified
Person arising out of or based upon a Violation which occurs in reliance upon
and in conformity with information furnished in writing to the Company by such
Indemnified Person for such Indemnified Person expressly for use in connection
with the preparation of the Registration Statement or any such amendment thereof
or supplement thereto; (ii) shall not be available to the extent such Claim is
based on a failure of the Investor to deliver or to cause to be delivered the
prospectus made available by the Company, including a corrected prospectus, if
such prospectus or corrected prospectus was timely made available by the Company
pursuant to Section 3(d) of this Agreement; and (iii) shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior
written consent of the Company, which consent shall not be unreasonably withheld
or delayed. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of the Indemnified Person and shall
survive the transfer of the Registrable Securities by the Investors pursuant to
Section 9 of this Agreement.

               (b) In connection with any Registration Statement in which an
Investor is participating, each such Investor agrees to severally and not
jointly indemnify, hold harmless and defend, to the same extent and in the same
manner as is set forth in Section 6(a) of this Agreement, the Company, each of
its directors, each of its officers who signs the Registration



                                       11
<PAGE>
Statement and each Person, if any, who controls the Company within the meaning
of the Securities Act or the Exchange Act (each, an "Indemnified Party"),
against any Claims or Indemnified Damages to which any of them may become
subject, under the Securities Act, the Exchange Act or otherwise, insofar as
such Claims or Indemnified Damages arise out of or are based upon any Violation
(including for purposes of this paragraph, a material violation of this
Agreement by the Investor), in each case to the extent, and only to the extent,
that such Violation occurs in reliance upon and in conformity with written
information furnished to the Company by such Investor expressly for use in
connection with such Registration Statement and, subject to Section 6(c) of this
Agreement, such Investor will reimburse any legal or other expenses reasonably
incurred by an Indemnified Party in connection with investigating or defending
any such Claim; provided, however, that the indemnity agreement contained in
this Section 6(b) and the agreement with respect to contribution contained in
Section 7 of this Agreement shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of such
Investor, which consent shall not be unreasonably withheld or delayed; provided,
further, that the Investor shall be liable under this Section 6(b) for only that
amount of the Claims and Indemnified Damages as does not exceed the net proceeds
to such Investors as a result of the sale of Registrable Securities pursuant to
such Registration Statement. Such indemnification agreement shall remain in full
force and effect regardless of any investigation made by or on behalf of such
Indemnified Party and shall survive the transfer of the Registrable Securities
by the Investors pursuant to Section 9 of this Agreement. Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(b) shall not inure to the benefit of any Indemnified
Party if the untrue statement or omission of material fact contained in the
preliminary prospectus was corrected on a timely basis in the prospectus, as
then amended or supplemented.

               (c) Promptly after an Indemnified Person or Indemnified Party
under this Section 6 has knowledge of any Claim as to which such Indemnified
Person reasonably believes indemnity may be sought or promptly after such
Indemnified Person or Indemnified Party receives notice of the commencement of
any action or proceeding (including any governmental action or proceeding)
involving a Claim, such Indemnified Person or Indemnified Party shall, if a
Claim in respect thereof is to be made against any indemnifying party under this
Section 6, deliver to the indemnifying party a written notice of such Claim, and
the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person or
the Indemnified Party, as the case may be; provided, however, that an
Indemnified Person or Indemnified Party shall have the right to retain its own
counsel if, in the reasonable opinion of counsel retained by the indemnifying
party, the representation by such counsel of the Indemnified Person or
Indemnified Party and the indemnifying party would be inappropriate due to
actual or potential differing interests between such Indemnified Person or
Indemnified Party and any other party represented by such counsel in such
proceeding; provided, further, that the indemnifying party shall not be
responsible for the reasonable fees and expense of more than one (1) separate
legal counsel for such Indemnified Person or Indemnified Party. In the case of
an Indemnified Person, the legal counsel referred to in the immediately
preceding sentence shall be selected by the Investors holding at least a
majority in interest of the Registrable Securities included in the Registration
Statement to which the Claim relates. The Indemnified Party or Indemnified
Person shall cooperate fully with the indemnifying party in connection with any



                                       12
<PAGE>
negotiation or defense of any such action or Claim by the indemnifying party and
shall furnish to the indemnifying party all information reasonably available to
the Indemnified Party or Indemnified Person which relates to such action or
Claim. The indemnifying party shall keep the Indemnified Party or Indemnified
Person fully apprised at all times as to the status of the defense or any
settlement negotiations with respect thereto. No indemnifying party shall be
liable for any settlement of any action, claim or proceeding effected without
its prior written consent; provided, however, that the indemnifying party shall
not unreasonably withhold, delay or condition its consent. No indemnifying party
shall, without the prior written consent of the Indemnified Party or Indemnified
Person, consent to entry of any judgment or enter into any settlement or other
compromise which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Party or Indemnified Person of a
full release from all liability in respect to such Claim and action and
proceeding. After indemnification as provided for under this Agreement, the
rights of the indemnifying party shall be subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms
or corporations relating to the matter for which indemnification has been made.
The failure to deliver written notice to the indemnifying party as provided in
this Agreement shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the
extent that the indemnifying party is prejudiced in its ability to defend such
action.

               (d) The indemnification required by this Section 6 shall be made
by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages
are incurred.

               (e) The indemnity agreements contained herein shall be in
addition to (i) any cause of action or similar right of the Indemnified Party or
Indemnified Person against the indemnifying party or others, and (ii) any
liabilities the indemnifying party may be subject to pursuant to the law.

               SECTION 7. CONTRIBUTION. To the extent any indemnification by an
indemnifying party is prohibited or limited by law, the indemnifying party
agrees to make the maximum contribution with respect to any amounts for which it
would otherwise be liable under Section 6 of this Agreement to the fullest
extent permitted by law; provided, however, that: (i) no contribution shall be
made under circumstances where the maker would not have been liable for
indemnification under the fault standards set forth in Section 6 of this
Agreement, (ii) no Person involved in the sale of Registrable Securities which
Person is guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) in connection with such sale shall be entitled to
contribution from any Person involved in such sale of Registrable Securities who
was not guilty of fraudulent misrepresentation, and (iii) contribution by any
seller of Registrable Securities shall be limited in amount to the net amount of
proceeds received by such seller from the sale of such Registrable Securities
pursuant to such Registration Statement. The provisions of this Section 7 shall
remain in full force and effect, regardless of the investigation made by or on
behalf of the beneficiaries of this Section 7 and shall survive the transfer of
Registrable Securities by the Investors pursuant to Section 9 of this Agreement.

               SECTION 8. REPORTING.



                                       13
<PAGE>
               (a) Reports Under The Exchange Act. With a view to making
available to the Investors the benefits of Rule 144 promulgated under the
Securities Act or any other similar rule or regulation of the Commission that
may at any time permit the Investors to sell securities of the Company to the
public without registration ("Rule 144"), the Company shall use its best efforts
to:

                             (1) make and keep public information available, as
               those terms are understood and defined in Rule 144;

                             (2) file with the Commission in a timely manner all
               reports and other documents required of the Company under the
               Securities Act and the Exchange Act; and

                             (3) furnish to each Investor, so long as such
               Investor owns Registrable Securities, promptly upon request, (A)
               a written statement by the Company, if true, that it has complied
               with the applicable reporting requirements of Rule 144, the
               Securities Act and the Exchange Act, (B) a copy of the most
               recent annual or quarterly report of the Company and copies of
               such other reports and documents so filed by the Company, and (C)
               such other information as may be reasonably requested to permit
               the Investors to sell such securities pursuant to Rule 144
               without registration.

               (b) Rule 144A Information. The Company shall, upon request of any
Investor, make available to such Investor the information required by Rule
144A(d)(4) (or any successor rule) under the Securities Act.

               SECTION 9. ASSIGNMENT OF REGISTRATION RIGHTS. The rights under
this Agreement shall be automatically assignable by the Investors to any
transferee of all or any portion of such Investor's Registrable Securities if:
(i) the Investor agrees in writing with the transferee or assignee to assign
such rights, and a copy of such agreement is furnished to the Company within a
reasonable time after such assignment; (ii) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of (a) the
name and address of such transferee or assignee, and (b) the securities with
respect to which such rights are being transferred or assigned; (iii)
immediately following such transfer or assignment, the further disposition of
such securities by the transferee or assignee is restricted under the Securities
Act and applicable state securities laws; (iv) at or before the time the Company
receives the written notice contemplated by clause (ii) of this sentence, the
transferee or assignee agrees in writing with the Company to be bound by all of
the obligations of an Investor under this Agreement; (v) such transfer shall
have been made in accordance with the applicable requirements of the Securities
Purchase Agreement, the Notes and the Warrants; and (vi) such transfer shall
have been conducted in accordance with all applicable federal and state
securities laws.

               SECTION 10. AMENDMENT OF REGISTRATION RIGHTS. Any provision of
this Agreement may be amended and the observance of any provision of this
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and Investors who then hold at least a majority of the



                                       14
<PAGE>
Registrable Securities. Any amendment or waiver effected in accordance with this
Section 10 shall be binding upon each Investor and the Company. No such
amendment shall be effective to the extent that it applies to less than all of
the holders of the Registrable Securities. No consideration shall be offered or
paid to any Person to amend or consent to a waiver or modification of any
provision of any of this Agreement unless the same consideration also is offered
to all of the parties to this Agreement.

               SECTION 11. MISCELLANEOUS.

               (a) A Person is deemed to be a holder of Registrable Securities
whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or
elections from two or more Persons with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions, notice or
election received from such record owner of such Registrable Securities.

               (b) Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile; or (iii) one
(1) Business Day after deposit with a nationally recognized overnight delivery
service, in each case properly addressed to the party to receive the same. The
addresses and facsimile numbers for such communications shall be:

                      If to the Company:

                                    Xicor, Inc.
                                    1511 Buckeye Drive
                                    Milpitas, California  95035-7431
                                    Telephone:  (408) 546-3507
                                    Facsimile:  (408) 546-3406
                                    Attention:  Ms. Gerri N. Hench,
                                                Vice President of Finance

                      with a copy to:

                                    Wilson Sonsini Goodrich & Rosati, P.C.
                                    650 Page Mill Road
                                    Palo Alto, California  94304
                                    Telephone:   (650) 320-4644
                                    Facsimile:   (650) 493-6811
                                    Attention:   Page Mailliard, Esq.
                                                 Don S. Williams, Esq.

                      If to Robertson Stephens:

                                    Robertson Stephens, Inc.
                                    555 California Street
                                    Suite 2600



                                       15
<PAGE>
                                    San Francisco, California  94101
                                    Telephone: (415) 676-2971
                                    Facsimile: (415) 676-2960
                                    Attention:   Mr. David Fullerton
                                                 Mr. Matt Seedorf
                                                 Mr. Jim Anderson

                      with a copy to:

                                    O'Melveny & Myers LLP
                                    275 Battery Street, Suite 2600
                                    San Francisco, California  94111
                                    Telephone:  (415) 984-8833
                                    Facsimile:  (415) 984-8701
                                    Attention:  Peter T. Healy, Esq.

                      If to Legal Counsel:

                                    O'Melveny & Myers LLP
                                    275 Battery Street, Suite 2600
                                    San Francisco, California  94111
                                    Telephone:  (415) 984-8833
                                    Facsimile:  (415) 984-8701
                                    Attention:  Peter T. Healy, Esq.

        If to a Buyer, to its address and facsimile number set forth on the
        Schedule of Buyers attached hereto as Exhibit A, with copies to such
        Buyer's representatives as set forth on the Schedule of Buyers, or to
        such other address and/or facsimile number and/or to the attention of
        such other Person as the recipient party has specified by written notice
        given to each other party five (5) days prior to the effectiveness of
        such change. Written confirmation of receipt (A) given by the recipient
        of such notice, consent, waiver or other communication, (B) mechanically
        or electronically generated by the sender's facsimile machine containing
        the time, date, recipient facsimile number and an image of the first
        page of such transmission, or (C) provided by a courier or overnight
        courier service shall be rebuttable evidence of personal service,
        receipt by facsimile or receipt from a nationally recognized overnight
        delivery service in accordance with clause (i), (ii) or (iii) above,
        respectively.

               (c) Failure of any party to exercise any right or remedy under
this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.

               (d) All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of New York or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York. Each party hereby irrevocably
submits to the



                                       16
<PAGE>
non-exclusive jurisdiction of the state and federal courts sitting the City of
New York, borough of Manhattan, for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
If any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND
AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY.

               (e) This Agreement, the Securities Purchase Agreement, the Notes,
the Warrants and the documents referenced herein and therein constitute the
entire agreement among the parties hereto with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein and therein. This
Agreement, the Securities Purchase Agreement, the Notes and the Warrants
supersede all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof and thereof.

               (f) Subject to the requirements of Section 9 of this Agreement,
this Agreement shall inure to the benefit of and be binding upon the permitted
successors and assigns of each of the parties hereto.

               (g) The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

               (h) This Agreement may be executed in identical counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same agreement. This Agreement, once executed by a party, may be
delivered to the other parties hereto by facsimile transmission of a copy of
this Agreement bearing the signature of the party so delivering this Agreement.

               (i) Each party shall do and perform, or cause to be done and
performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.



                                       17
<PAGE>
               (j) All consents and other determinations required to be made by
the Investors pursuant to this Agreement shall be made, unless otherwise
specified in this Agreement, by Investors holding at least a majority of the
Registrable Securities, determined as if all of the Notes held by Investors then
outstanding have been converted into Registrable Securities and all Warrants
then outstanding have been exercised for Registrable Securities without regard
to any limitations on conversion of the Notes or on exercise of the Warrants.

               (k) The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent and no rules of
strict construction will be applied against any party.

               (l) This Agreement is intended for the benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.



                                       18
<PAGE>
               IN WITNESS WHEREOF, the parties have caused this Registration
Rights Agreement to be duly executed as of day and year first above written.

                                       "COMPANY"

                                       XICOR, INC.

                                       By:  /s/ Louis DiNardo
                                            ------------------------------------
                                       Its: Louis DiNardo, President and Chief
                                            Executive Officer
                                            ------------------------------------


                                       "ROBERTSON"

                                       ROBERTSON STEPHENS, INC.

                                       By:  /s/ Brendan Dyson
                                            ------------------------------------
                                            Its: Managing Director
                                                 -------------------------------
                                                 Head of Convertible Securities


                    [Signatures of Buyers on Following Page]



<PAGE>
                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

                                       "BUYER"


                                       FRANKLIN SMALL CAP GROWTH FUND II
                                       -----------------------------------------
                                           (print full legal name of Buyer)

                                       By: /s/ David P. Goss
                                          --------------------------------------
                                                  (signature of authorized
                                                       representative)

                                      Name: David P. Goss
                                           -------------------------------------
                                      Title: Vice President
                                            ------------------------------------


<PAGE>
                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

                                       "BUYER"


                                       FRANKLIN CONVERTIBLE SECURITIES FUND
                                       -----------------------------------------
                                           (print full legal name of Buyer)

                                       By: /s/ David P. Goss
                                          --------------------------------------
                                                  (signature of authorized
                                                       representative)

                                      Name: David P. Goss
                                           -------------------------------------
                                      Title: Vice President
                                            ------------------------------------

<PAGE>
                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]



                                      "BUYER"

                                       FRANKLIN AGGRESSIVE GROWTH FUND
                                       -----------------------------------------
                                           (print full legal name of Buyer)

                                       By: /s/ David P. Goss
                                          --------------------------------------
                                                  (signature of authorized
                                                       representative)

                                      Name: David P. Goss
                                           -------------------------------------
                                      Title: Vice President
                                            ------------------------------------


<PAGE>
                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]



                                       "BUYER"

                                       FRANKLIN CALIFORNIA GROWTH FUND
                                       -----------------------------------------
                                           (print full legal name of Buyer)

                                       By: /s/ David P. Goss
                                          --------------------------------------
                                                  (signature of authorized
                                                       representative)

                                      Name: David P. Goss
                                           -------------------------------------
                                      Title: Vice President
                                            ------------------------------------



<PAGE>
                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]



                                       "BUYER"

                                        The Northwestern Mutual Life
                                        Insurance Company
                                       -----------------------------------------
                                           (print full legal name of Buyer)

                                       By: /s/ Jerome R. Baier
                                          --------------------------------------
                                                  (signature of authorized
                                                       representative)

                                      Name: Jerome R. Baier
                                           -------------------------------------
                                      Its:  Authorized Representative
                                          --------------------------------------




<PAGE>
                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

                                      "BUYER"


                                       Levco Alternative Fund, Ltd.
                                       -----------------------------------------
                                           (print full legal name of Buyer)

                                       By: /s/ Norris Nissim
                                          --------------------------------------
                                                  (signature of authorized
                                                       representative)

                                      Name: Norris Nissim
                                           -------------------------------------
                                      Its: VP & General Counsel,
                                          --------------------------------------
                                           John A. Levin & Co., Inc.
                                          --------------------------------------
                                           Investment Manager
                                          --------------------------------------




<PAGE>
                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

                                                   "BUYER"


                                       Purchase Associates, L.P.
                                       -----------------------------------------
                                           (print full legal name of Buyer)

                                       By: /s/ Norris Nissim
                                          --------------------------------------
                                                  (signature of authorized
                                                       representative)

                                      Name: Norris Nissim
                                           -------------------------------------
                                      Its:  VP & General Counsel
                                           -------------------------------------
                                            Levco GP, Inc.
                                           -------------------------------------
                                            Managing General Partner
                                           -------------------------------------




<PAGE>
                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

                                       "BUYER"


                                        Pine Ridge Financial, Inc.
                                       -----------------------------------------
                                           (print full legal name of Buyer)

                                       By: /s/ Kenneth Henderson
                                          --------------------------------------
                                                  (signature of authorized
                                                       representative)

                                      Name: Kenneth Henderson
                                           -------------------------------------
                                      Its: Attorney-in-fact
                                          --------------------------------------



<PAGE>
                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

                                       "BUYER"


                                       First Investors Holding Co., Inc.
                                       -----------------------------------------
                                           (print full legal name of Buyer)

                                       By: /s/ Kenneth Henderson
                                          --------------------------------------
                                                  (signature of authorized
                                                       representative)

                                      Name: Kenneth Henderson
                                           -------------------------------------
                                      Its: Attorney-in-fact
                                          --------------------------------------

<PAGE>
<TABLE>
<S>                                                                            <C>
SECTION 1.   Definitions.........................................................1

SECTION 2.   Registration........................................................2

SECTION 3.   Related Obligations.................................................5

SECTION 4.   Obligations Of The Investors........................................9

SECTION 5.   Expenses Of Registration...........................................10

SECTION 6.   Indemnification....................................................10

SECTION 7.   Contribution.......................................................13

SECTION 8.   Reporting..........................................................13

SECTION 9.   Assignment of Registration Rights..................................14

SECTION 10.  Amendment of Registration Rights...................................14

SECTION 11.  Miscellaneous......................................................15


EXHIBIT A    Schedule of Buyers...........................................[omitted]

EXHIBIT B    Form of Notice of Effectiveness of Registration Statement....[omitted]

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