EXHIBIT 2.2TAX SHARING AGREEMENT

Exhibit 2.2

TAX SHARING AGREEMENT

Between

LSI LOGIC CORPORATION

and

LSI LOGIC STORAGE SYSTEMS, INC.

March 15, 2004

TABLE OF CONTENTS

i

ii

TAX SHARING AGREEMENT

      This Tax Sharing Agreement (the “Agreement” ) is entered into as of March 15, 2004 between LSI Logic Corporation, a Delaware corporation (as further defined below, “LSI Logic” ), and LSI Logic Storage Systems, Inc., a Delaware corporation (“SSI”) . Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in Article I hereof.

RECITALS

      1. LSI Logic is the parent of an affiliated group of corporations, as defined in section 1504(a) of the Internal Revenue Code of 1986, as amended (the “Code” ), of which SSI is a member.

      2. LSI Logic on behalf of its affiliated group, has filed for previous taxable years consolidated federal income tax returns in accordance with section 1501 of the Code and is required to file consolidated federal income tax returns for subsequent taxable years.

      3. LSI Logic currently owns all of the issued and outstanding stock of SSI.

      4. Heretofore, LSI Logic and SSI have conducted their businesses separately.

      5. LSI Logic and SSI desire to delineate and clarify their relationship by entering into certain agreements to further separate the businesses conducted by LSI Logic and SSI (the “Separation” ).

      6. The parties wish to provide for the allocation between them of their consolidated tax liabilities, including federal income tax liability, various other federal, state, local, non-U.S. and other tax liabilities, and certain related matters.

      NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements set forth below, the parties agree as follows:

ARTICLE I

DEFINITIONS

      For purposes of this Agreement, the terms set forth below shall be defined as follows:

      1.1      “Code” has the meaning set forth in the Recitals hereof.

      1.2      “Consolidated Returns” means any consolidated, combined or unitary Tax Returns filed by LSI Logic with respect to United States federal, state, local or non-U.S. Taxes, including Taxes imposed or based on net income, net worth or gross receipts.

      1.3      “Deconsolidation” with respect to a Group filing a Consolidated Return shall mean an event which causes the Group to cease to be eligible to file such Consolidated Return.

      1.4      “Distribution” shall mean a distribution of SSI stock by LSI Logic to LSI Logic’s shareholders in a transaction intended to qualify as a tax-free distribution under section 355 of the Code.

      1.5      “Group” shall mean LSI Logic, SSI, and all other corporations (whether now existing or hereafter formed or acquired) that are required to join with LSI Logic in filing a Consolidated Return.

      1.6      “Group Tax Liability” shall mean the consolidated tax liability of a Group reported on a Group’s Consolidated Return.

      1.7      “LSI Logic” shall mean (i) LSI Logic, (ii) any successor common parent corporation described in Treas. Reg. § 1.1502-75(d)(2)(i) or (ii), or (iii) any corporation as to which LSI Logic (or successor corporation described in clause (ii) hereof) is the “predecessor” within the meaning of Treas. Reg. § 1.1502-1(f)(4), if such corporation acquires LSI Logic (or a successor corporation described in clause (ii) hereof) in a “reverse acquisition” within the meaning of Treas. Reg. § 1.1502-75(d)(3).

      1.8      “LSI Logic Group” shall have the meaning given in the Master Separation Agreement.

1

      1.9      “Master Separation Agreement” shall mean the Master Separation Agreement between LSI Logic and SSI effective as of December 31, 2003 (as may be amended from time to time).

      1.10      “Member” shall mean any corporation that is included in a Group, or any successor to such corporation. “Member” shall also include SSI after a Deconsolidation or the Distribution with respect to SSI’s inclusion in Consolidated Returns.

      1.11      “Person” shall have the meaning given in the Master Separation Agreement.

      1.12      “Separate Return Tax Liability” relates to any Tax reported on a Consolidated Return and shall mean, for any taxable year (or portion of a year), the hypothetical tax liability of each Member equal to the highest corporate tax rate in effect for such year multiplied by such Member’s taxable income, provided that the hypothetical tax liability shall be modified by taking into account losses and carryovers of losses of such Member from prior years and, to the extent actually used, credits of such Member. The Separate Return Tax Liability of Member shall be calculated by employing the methods and principles of accounting, elections and conventions that are used by the Group. A Member’s taxable income shall be determined on a pro forma basis as if the Member had filed its own separate tax return for such year. The Separate Return Tax Liability of a Member shall include any interest or penalties that would have been shown as due had such Member filed a separate tax return for the taxable year or period in accordance with this Section 1.12 .

      For purposes of determining the Separate Return Tax Liability of a Member, the following special rules shall apply:

      1.13      “Separation” has the meaning set forth in the Recitals hereof.

      1.14      “SSI Business” shall have the meaning given in the General Assignment and Assumption Agreement between LSI Logic and SSI effective as of December 31, 2003 (as may be amended from time to time).

      1.15      “SSI Group” shall have the meaning given in the Master Separation Agreement.

      1.16      “Tax Returns” means all returns, reports and information statements (including all exhibits and schedules thereto and including amendments) required to be filed with a taxing authority with respect to any Taxes.

      1.17      “Taxes” means all federal, state, local and foreign income, profits, franchise, sales, use, occupation, property, severance, excise, payroll, withholding and any other taxes (including interest and penalties thereon), including any contractual or legal liability for other persons’ liability for such amounts.

ARTICLE II

FILING OF RETURNS

      2.1      LSI Logic Filings. LSI Logic shall, on a timely basis, file or cause to be filed, Consolidated Returns and estimated Tax Returns for each taxable year during the term of this Agreement and shall pay in full any Tax shown as due thereon. Each Member shall execute and file such consents, elections, and other documents as may be required or appropriate for the proper filing of such returns. Each Member shall also maintain such books and records and provide such information as LSI Logic may request in connection with the matters contemplated by this Agreement.

      2.2      LSI Logic Discretion. LSI Logic shall have the right, in its sole discretion, to (i) make any elections which are employed in the filing of such Consolidated Returns, including any elections denominated

2

as such in the Code such as choice of methods of accounting and depreciation; (ii) determine the manner in which such returns shall be prepared and filed, including without limitation, the manner in which any item of income, gain, loss, deduction or credit shall be reported; (iii) contest, compromise or settle any adjustment or deficiency proposed, asserted or assessed as a result of any audit of any such returns; (iv) file, prosecute, compromise or settle any claim for refund; (v) determine whether any refunds to which the Group may be entitled shall be paid by way of refund or credit against the tax liability of the Group and (vi) allocate Tax assets and attributes including losses, credits and earnings and profits.

      2.3      New Members. Upon formation or acquisition of a corporation that is a Member of the Group, LSI Logic shall cause such corporation to execute and be bound by this Agreement as of the first date on which such corporation becomes a Member of the Group. LSI Logic shall accept delivery, as agent of each Member of the Group, of the counterpart of this Agreement executed by such corporation.

      2.4      Review of Tax Returns.      LSI Logic shall have the right to review and consent to the federal income tax return and all state income tax returns filed by a Member for such Member’s first tax year after such Member ceases to be a Member of the Group, such consent not to be unreasonably withheld.

ARTICLE III

PAYMENTS

      For each taxable year of the Group with respect to which a Consolidated Return is filed, the Members of the Group shall make payments to LSI Logic in the following manner:

      3.1      Payments of Separate Return Tax Liability. Each Member shall pay to LSI Logic the amount of such Member’s Separate Return Tax Liability not later than forty-five (45) days after the date on which the relevant tax return is required to be filed (taking account of any extensions thereof).

      3.2      Estimated Income Tax Payments. In the case of income taxes, each Member shall pay to LSI Logic (provided that LSI Logic, in its sole discretion, may waive payment or permit later payment), not later than forty-five (45) days after the date such Member would be required to make payment of estimated income taxes were such Member to file a separate income tax return for the taxable year (including any payment due at the time any extension of time for the filing of such hypothetical return is obtained), an amount, as determined by LSI Logic in a manner consistent with Section 1.12 , equal to the portion of such Member’s Separate Return Tax Liability that would be due were such Member to file a separate income tax return for the taxable year. Any payments made by a Member to LSI Logic under this Section 3.2 with respect to a taxable year shall be applied to reduce the amount, if any, owing by the Member under Section 3.1 with respect to income taxes due for such year. Any excess of such payments over the amount determined under Section 3.1 for such year shall be repaid by LSI Logic to the Member not later than forty-five (45) days after the date on which the appropriate Group income tax return is filed or, to the extent that such excess represents all or a part of a tax refund claimed by the Group, not later than forty-five (45) days after the receipt of such refund.

ARTICLE IV

CHANGES IN TAX LIABILITY

      4.1      Adjustments. If with respect to any taxable year (i) the Group files an amended Consolidated Return reporting a consolidated tax liability different from the Group Tax Liability, (ii) the Group Tax Liability or any Member’s tax liability is adjusted and such adjustment is a part of a final