Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At our annual meeting of stockholders on May 14, 2009, our stockholders approved our amended Incentive Plan. Under that plan, we link participating employees' cash incentive compensation to the company's performance in a way intended to enable us to receive a federal income tax deduction for that compensation. The principal changes to the plan were:

· To allow for performance periods longer or shorter than a calendar year.

· To change the annual maximum award per person to a three-year minimum.

· To include additional timing of payment provisions to comply with Section 409A of the Internal Revenue Code.

Item 8.01 Other Events.

On May 15, 2009, all outstanding 6.5% Convertible Subordinated Notes due 2009 of Agere Systems Inc. (the "Notes") were called for redemption on June 15, 2009 at a redemption price of 100.43% of the principal amount of the Notes plus accrued interest to the redemption date. As of May 15, 2009, $243.0 million aggregate principal amount of the Notes were outstanding. The aggregate redemption price will be approximately $244.0 million, assuming that no holders of Notes convert their Notes into our common stock. We will pay the redemption price of the Notes from cash on hand.

As a result of the redemption, we will incur a pre-tax charge of approximately $1.0 million and realize non-cash income of approximately 1.6 million that will be reflected in our results for the quarterly period ended July 5, 2009.

Item 9.01 Financial Statements and Exhibits.

10.1 LSI Corporation Incentive Plan.

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