AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT

                                                                   Exhibit 4.4.1



                                AMENDMENT TO THE
                      AMENDED AND RESTATED RIGHTS AGREEMENT

                  This Amendment to the Amended and Restated Rights Agreement,
dated as of December 5, 2006 (this "Amendment"), by and between Agere Systems
Inc., a Delaware corporation (the "Company") and Computershare Investor
Services, LLC, a Delaware limited liability company ("Computershare"), amends
the Amended and Restated Rights Agreement, dated as of May 27, 2005, by and
between the Company and Computershare (the "Rights Agreement"). Capitalized
terms used but not defined herein shall have the meanings set forth in the
Rights Agreement.


                  WHEREAS, the Company, LSI Logic Corporation, a Delaware
corporation ("LSI"), and Atlas Acquisition Corporation, a Delaware corporation
("Merger Sub"), have proposed to enter into an Agreement and Plan of Merger to
be dated the date hereof (the "Merger Agreement");

                  WHEREAS, the Company desires to amend the Rights Agreement to
render the Rights inapplicable to the Merger (as defined in the Merger
Agreement) and the other transactions contemplated thereby;

                  WHEREAS, the Company deems this Amendment to be necessary and
desirable and in the best interests of the holders of the Rights and has duly
approved this Amendment;

                  WHEREAS, Section 27 of the Rights Agreement permits the
Company and the Rights Agent at any time prior to the time any person becomes an
Acquiring Person to amend the Rights Agreement in the manner provided herein;
and

                  WHEREAS, the Company has delivered to the Rights Agent a
certificate, dated as of the date hereof, of an appropriate officer of the
Company certifying that this Amendment is in compliance with the terms of
Section 27 of the Rights Agreement and instructing the Rights Agent to execute
and deliver this Amendment.

                  NOW, THEREFORE, the Company and the Rights Agent agree as
follows:

         Section 1. Amendment to Definition of "Acquiring Person". Section 1(a)
of the Agreement is hereby amended to add the following paragraph at the end of
Section 1(a):

                  "Notwithstanding anything in this Rights Agreement to the
                  contrary, LSI shall not be deemed to be an Acquiring Person
                  solely by virtue of (i) the announcement of the Merger, (ii)
                  LSI's acquisition, or right to acquire, beneficial ownership
                  of Common Stock pursuant to the Merger Agreement, (iii) the
                  execution of the Merger Agreement, (iv) the consummation of
                  the Merger or of the other transactions contemplated by the
                  Merger Agreement, it being the purpose of the Company in
                  adopting this Amendment that neither the execution of the
                  Merger Agreement nor the consummation of the transactions
                  contemplated thereby shall



                  in any respect give rise to any provision of the Rights
                  Agreement becoming effective."

         Section 2. Amendment of Section 1. Section 1 of the Rights Agreement is
hereby amended to add the following definitions in the proper alphabetical
order:

                  "LSI" shall mean LSI Logic Corporation, a Delaware
                  corporation.

                  "Merger" shall have the meaning ascribed to such term in the
                  Merger Agreement.

                  "Merger Agreement" shall mean the Agreement and Plan of Merger
                  dated as of December 3, 2006, by and among the Company, LSI
                  and Atlas Acquisition Corporation, a Delaware corporation.

         Section 3. Full Force and Effect. Except as expressly amended hereby,
all of the provisions of the Rights Agreement are hereby ratified and confirmed
to be in full force and effect in accordance with the provisions thereof on the
date hereof.

         Section 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the law of the State of Delaware applicable to
contracts to be made and performed entirely within such State.

         Section 5. Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.


                            [Signature Page Follows]


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                  IN WITNESS WHEREOF, the Company and the Rights Agent have
caused this Amendment to be duly executed as of the day and year first above
written.


                        AGERE SYSTEMS INC.
                           by
                                        /s/ Xxxx X. Xxxxxx
                                    --------------------------------------------
                                    Name:   Xxxx X. Xxxxxx
                                    Title:  Executive Vice President, General
                                            Counsel and Secretary


                        COMPUTERSHARE INVESTOR SERVICES, LLC
                           by
                                        /s/ Xxxxxx X. Xxxxxx
                                    --------------------------------------------
                                    Name:   Xxxxxx X. Xxxxxx
                                    Title:  Managing Director




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