Exhibit 3
AMENDMENT TO AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENT
1. GENERAL BACKGROUND. In accordance with Section 27 of the Preferred
Shares Rights Agreement between Fleet Bank f/k/a BankBoston, N.A. (the
"Rights Agreement") and LSI Logic Corporation ("abbreviated name")
dated November 16, 1998 (the "Agreement"), the Rights Agent and LSI
Logic Corporation desire to amend the Agreement to appoint EquiServe
Trust Company, N.A.
2. EFFECTIVENESS. This Amendment shall be effective as of August 16, 2001
(the "Amendment") and all defined terms and definitions in the
Agreement shall be the same in The Amendment except as specifically
revised by the Amendment.
3. REVISION. The section in the Agreement entitled "Change of Rights
Agent" is hereby deleted in its entirety and replaced with the
following:
Change of Rights Agent. The Rights Agent or any successor Rights Agent
may resign and be discharged from its duties under this Agreement upon
30 days' notice in writing mailed to the Company and to each transfer
agent of the Common Shares or Preferred shares by registered or
certified mail and to the holders of the Right Certificates by
first-class mail. The Company may remove the Rights Agent or any
successor Rights Agent upon 30 days' notice in writing mailed to the
Rights Agent or successor Rights Agent, as the case may be, and to each
transfer agent of the Common Shares or Preferred Shares by registered
or certified mail, and to the holders of the Right Certificates by
first-class mail. If the Rights Agent shall resign or be removed or
shall otherwise become incapable of acting, the Company shall appoint a
successor to the Rights Agent. If the Company shall fail to make such
appointment within a period of 30 days after giving notice of such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated rights Agent or by the
holder of a Right Certificate (who shall, with such notice, submit such
holder's Right Certificate for inspection by the Company), then the
registered holder of any Right Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent whether appointed by the Company or by such a
court, shall be a corporation or trust company organized and doing
business under the laws of the United States, in good standing, which
is authorized under such laws to exercise corporate trust or stock
transfer powers and is subject to supervision or examination by federal
or state authority and which has individually or combined with an
affiliate at the time of its appointment as Rights Agent a combined
capital and surplus of at least $100 million dollars. After
appointment, the successor Rights Agent shall be vested with the same
powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor
Rights Agent any property at the time held by it hereunder, and execute
and deliver any further assurance, conveyance, act or deed necessary
for the purpose. Not later than the effective date of any such
appointment the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer
agent of the Common Shares or Preferred Shares, and mail a notice
thereof in writing to the registered holders of the Right Certificates.
Failure to give any notice provided for in this Section 21, however, or
any defect therein, shall not affect the legality or validity of the
resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.
4. Except as amended hereby, the Agreement and all schedules or exhibits
thereto shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in their names and on their behalf by and through their duly authorized
officers, as of this 16th day of August, 2001.
LSI LOGIC CORPORATION FLEET BANK N.A.
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By: Xxxxx X. Xxxxxx By: Xxxxx Xxxxxx-Xxxx
Title: Vice President, Title: Managing Director
General counsel & Secretary Client Administration
EQUISERVE TRUST COMPANY N.A.
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By: Xxxxx Xxxxxx Eori
Title: Managing Director
Client Administration
