Avago Technologies Finance Pte. Ltd. (Form: 20-F/A, Received: 02/27/2008 17:39:25)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 1)


o		REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2007


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to


o		SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission File Number: 333-137664

Avago Technologies Finance Pte. Ltd.

(Exact name of registrant issuer as specified in its charter)

(Not Applicable)
(Translation of the registrant’s name into English)

Republic of Singapore
(Jurisdiction of incorporation or organization)

1 Yishun Avenue 7
Singapore 768923
Tel: (65) 6755-7888
(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 210,460,262 ordinary shares as of October 31, 2007

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o No þ

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligation under those Sections.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer þ

Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 o Item 18 þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The aggregate market value of the registrant’s voting stock held by nonaffiliates is zero. The registrant is a privately held company.

TABLE OF CONTENTS


	Page
PART I		3

Item 6. Directors, Senior Management and Employees		3
Item 7. Major Shareholders and Related Party Transactions		24

PART II		32

Item 16A. Audit Committee Financial Expert		32
Item 16B. Code of Ethics		32
Item 16C. Principal Accountant Fees and Services		32

PART III		34

Item 19. Exhibits		34
EXHIBIT 4.18
EXHIBIT 4.19
EXHIBIT 4.29
EXHIBIT 4.30
EXHIBIT 4.31
EXHIBIT 4.32
EXHIBIT 4.33
EXHIBIT 4.34
EXHIBIT 4.35
EXHIBIT 12.1
EXHIBIT 12.2
EXHIBIT 13.1
EXHIBIT 13.2

EXPLANATORY NOTE

Avago Technologies Finance Pte. Ltd. is filing this Amendment No. 1 to its Annual Report on Form 20-F for the fiscal year ended October 31, 2007 (the “Amendment”) for the sole purpose of filing the information required to be disclosed pursuant to Items 6 and 7 of Part I of Form 20-F, and Items 16A, 16B and 16C of Part II of Form 20-F. Except for the amendments described above, this Form 20-F/A does not modify or update the disclosure in, or exhibits to, the Company’s Annual Report on Form 20-F for the fiscal year ended October 31, 2007 (“Form 20-F”) originally filed with the Securities and Exchange Commission (the “Commission”) on December 13, 2007.

In this Amendment, all references to the “Company,” “Avago Finance,” “we,” “our,” “us” are to Avago Technologies Finance Pte. Ltd., and references to “$” are to United States Dollars. We are the successor to the Semiconductor Products Group business segment (“SPG”) of Agilent Technologies, Inc. (“Agilent”). On December 1, 2005, we acquired substantially all of the assets of SPG from Agilent for approximately $2.7 billion (the “Acquisition”). In this Amendment, all references to “Parent” are to Avago Technologies Limited, the ultimate parent company of Avago Finance.

PART I

Item 6. Directors, Senior Management and Employees

Certain information regarding the Company’s directors and executive officers* as of January 1, 2008, is set forth below.


Name	Age		Position
Hock. E. Tan		56	President, Chief Executive Officer and Director
Mercedes Johnson		53	Senior Vice President, Finance and Chief Financial Officer
Bian-Ee Tan		61	Chief Operating Officer
Bryan Ingram		43	Senior Vice President and General Manager, Wireless Semiconductor Division
Fariba Danesh		49	Senior Vice President and General Manager, Fiber Optics Products Division
Jeffrey S. Henderson		48	Senior Vice President, Strategy & Business Development
Patricia H. McCall		53	Vice President, General Counsel
Dick M. Chang		68	Chairman of the Board of Directors
Adam H. Clammer (1)		37	Director
James A. Davidson (2)		48	Director
James Diller		72	Director
James H. Greene, Jr. (2)		57	Director
Kenneth Y. Hao (1)		39	Director
John R. Joyce (1)		54	Director
Donald Macleod (1)		59	Director
Bock Seng Tan		64	Director


*		Ms. J. F. Lien, a financial consultant and formerly chief financial officer of Integrated Circuit Systems, Inc., was appointed to the Board of Directors in November 2007 but resigned due to personal reasons in January 2008. Mr. James Stewart, former Vice President and General Manager, ASIC Product Division, left the Company in November 2007.

(1)		Member of the Audit Committee

(2)		Member of the Compensation Committee

Hock E. Tan has served as our President, Chief Executive Officer and a director since March 2006. From September 2005 to January 2008, he served as chairman of the board of Integrated Device Technology, Inc. or IDT. Prior to becoming chairman of IDT, Mr. Tan was the President and Chief Executive Officer of Integrated Circuit Systems, Inc., or ICS, from June 1999 to September 2005. Prior to ICS, Mr. Tan was Vice President of Finance

with Commodore International, Ltd. from 1992 to 1994, and previously held senior management positions with PepsiCo, Inc. and General Motors Corporation. Mr. Tan served as managing director of Pacven Investment, Ltd., a venture capital fund in Singapore from 1988 to 1992, and served as managing director for Hume Industries Ltd. in Malaysia from 1983 to 1988.

Mercedes Johnson has served as our Senior Vice President, Finance and Chief Financial Officer since December 2005. From 1997 until 2004, Ms. Johnson was Senior Vice President and Chief Financial Officer of Lam Research Corp. From 1986 until 1997, she held various positions with Applied Materials, Inc., most recently as Vice President and Worldwide Operations Controller. She is a member of the boards of directors of Micron Technology, Inc. and Intersil Corporation.

Bian-Ee Tan has served as our Chief Operating Officer since November 2007, overseeing Operations and Global Sales. He served as our President, Asia from December 2005 to October 2007. Prior to the closing of the Acquisition, Mr. Tan was Vice President and General Manager, Electronic Components Business Unit of SPG. He has held various other positions with Hewlett-Packard Company and Agilent, including Operations Manager for the Singapore Components Operation, Managing Director of Hewlett-Packard Malaysia and Manufacturing Manager for the Semiconductor Products Business segment. Mr. Tan began his career with Hewlett-Packard Company in 1973.

Bryan Ingram has served as our Senior Vice President and General Manager, Wireless Semiconductor Division since November 2007 and prior to that as Vice President of that division since December 2005. Prior to the closing of the Acquisition, Mr. Ingram was the Vice President and General Manager, Wireless Semiconductor Division of SPG. He has held various other positions with Hewlett-Packard Company and Agilent. Mr. Ingram joined Hewlett-Packard Company in 1990.

Fariba Danesh has served as our Senior Vice President and General Manager, Fiber Optics Products Division since November 2007, and prior to that as Vice President of that division since June 2006. From September 2004 to June 2006, Ms. Danesh served as Executive Vice President of Operations at Maxtor Corporation, and from April 2003 to September 2004 as Chief Operating Officer and Senior VP of Operations at Finisar Corporation. Ms. Danesh was with Genoa Corporation from 2000 to April 2003, initially as Senior VP, Operations and then as President and CEO, and prior to this held senior positions at Sanmina Corporation, Seagate Technology and Conner Peripherals Disk Division.

Jeffrey S. Henderson has served as our Senior Vice President, Strategy & Business Development since December 2006, and served as our Senior Vice President, Sales and Marketing from December 2005 to December 2006. Prior to the closing of the Acquisition, Mr. Henderson was the Vice President, Sales and Marketing of SPG. He has held various other executive management positions with Hewlett-Packard Company and Agilent, including Personal Systems Business Unit Manager and ASIC Division General Manager. Mr. Henderson began his career with Hewlett-Packard Company in 1991.

Patricia H. McCall has served as our Vice President, General Counsel since March 2007. She served as Director of Litigation at Adobe Systems from 2006 to 2007. Prior to this, Ms. McCall served as Senior Vice President, General Counsel and Secretary of ChipPAC Inc. from January 2003 to August 2004, when ChipPac Inc. merged with ST Assembly Test Services Ltd. in August 2004. Ms. McCall served as the Senior Vice President Administration, General Counsel and Secretary of ChipPAC Inc. from November 2000 to January 2003. From November 1995 to November 2000, Ms. McCall was at National Semiconductor Corporation, most recently as Associate General Counsel, and prior to that was a partner at the law firm of Pillsbury, Madison & Sutro, and a Barrister in England.

Dick M. Chang has been a director since December 2005, and served as our Chief Executive Officer from December 2005 until March 2006. He has served as our Chairman of the Board of Directors since March 2006. Prior to the closing of the Acquisition, Mr. Chang was President of SPG. He has held various other positions with Hewlett-Packard Company and Agilent, including Operations Manager for the Components organization, Manufacturing Manager for the Integrated Circuits Business division, Manufacturing and Marketing Manager for the Communications Semiconductor Solutions Division, or CSSD, General Manager of CSSD, General Manager for

the Integrated Circuits Business division and Vice President of the Networking Solutions division. Mr. Chang began his career with Hewlett-Parkard in 1967.

Adam H. Clammer has been a director since September 2005. Since January 2006, Mr. Clammer has been a Member of KKR & Co. L.L.C., which is the general partner of Kohlberg Kravis Roberts & Co. L.P. He was a Director of Kohlberg Kravis Roberts & Co. L.P. from December 2003 to December 2005. Prior to that he was a Principal of Kohlberg Kravis Roberts & Co. L.P. between 1998 and 2003, having begun his career at Kohlberg Kravis Roberts & Co. in 1995. From 1992 to 1995, Mr. Clammer was in the Mergers and Acquisitions Department at Morgan Stanley & Co. Mr. Clammer also serves as a director of MedCath Corporation and NXP B.V.

James A. Davidson has been a director since December 2005. Mr. Davidson is a Managing Director of Silver Lake Partners, which he co-founded in 1999. From June 1990 to November 1998, he was an investment banker with Hambrecht & Quist LLC, most recently serving as a Managing Director and Head of Technology Investment Banking. From 1984 to 1990, Mr. Davidson was an attorney in private practice with Pillsbury, Madison & Sutro. Mr. Davidson also serves as a director of Flextronics International Ltd.

James Diller has been a director since April 2006. Mr. Diller was a founder of PMC-Sierra, Inc., or PMC, serving as PMC’s Chief Executive Officer from 1983 to July 1997 and President from 1983 to July 1993. Mr. Diller has been a director of PMC since its formation in 1983. Mr. Diller was Chairman of PMC’s board of directors from July 1993 until February 2000, when he became Vice Chairman. Mr. Diller also serves as a director of Intersil Corporation, and is the chairman of the board of Summit Microelectronics.

James H. Greene , Jr. has been a director since December 2005. Mr. Greene joined Kohlberg Kravis Roberts & Co. L.P., a private equity firm (“KKR”), in 1986 and was General Partner of KKR from 1993 until 1996, when he became a Member of KKR & Co. LLC, which is the General Partner of KKR. Mr. Greene also serves as a director of SunGard Data Systems, Inc. and Zhone Technologies, Inc.

Kenneth Y. Hao has been a director since September 2005. Mr. Hao is a Managing Director of Silver Lake Partners. Prior to joining Silver Lake in 2000, Mr. Hao was an investment banker with Hambrecht & Quist for 10 years, most recently as a Managing Director in the Technology Investment Banking group. Mr. Hao also serves as a director of NetScout Systems, Inc.

John R. Joyce has been a director since December 2005. Mr. Joyce is a Managing Director of Silver Lake Partners. Prior to joining Silver Lake in 2006, he was the Senior Vice President and Group Executive of the IBM Global Services division. In 1999, Mr. Joyce became IBM’s Chief Financial Officer. Prior to 1999, Mr. Joyce was President of IBM Asia Pacific. In addition, he also served as Vice President and Controller for IBM’s global operations. Mr. Joyce also serves as a director of Gartner, Inc. and Hewlett-Packard Company.

Donald Macleod has been a director since November 2007. Mr. Macleod joined National Semiconductor Corporation in February 1978 and has served as its President and Chief Operating Officer since the beginning of 2005. Prior to that, he held various positions at National Semiconductor Corporation including Executive Vice President and Chief Operating Officer; Executive Vice President, Finance and Chief Financial Officer; Senior Vice President, Finance and Chief Financial Officer; Vice President, Finance and Chief Financial Officer; Vice President, Financial Projects; Vice President and General Manager, Volume Products — Europe; and Director of Finance and Management Services — Europe.

Bock Seng Tan has been a director since April 2006. Mr. Tan was the Chairman of ST Assembly and Test Services Ltd. (STATS) from 1998 until his retirement in 2003. Previously, Mr. Tan was the President and Chief Executive Officer of Chartered Semiconductor Manufacturing, Ltd. from 1993 to 1997. Mr. Tan was the Managing Director for Fairchild Semiconductor International, Inc. in Singapore from 1986 to 1988, and served as the Managing Director of National Semiconductor Corporation’s Singapore operations until 1992 after Fairchild’s merger with National Semiconductor. Mr. Tan started his career at Texas Instruments in Singapore in 1969.

Our executive officers are appointed by, and serve at the discretion of, our Board of Directors. There are no family relationships between our directors and executive officers.

Board Composition

The composition of the Board of Directors of Parent is established by the terms of the Amended and Restated Shareholders Agreement entered into between certain investors (other than management) and Parent in December 2005, which we refer to elsewhere in this Amendment as the Shareholders Agreement. The composition of the Board of Directors of Avago Finance presently conforms to that of Parent. Please see “Item 7. Major Shareholders and Related Party Transactions — Certain Relationships and Related Party Transaction, Director Independence —Shareholders Agreement.”

Committees of the Board

The Board of Directors of Parent has an Audit Committee, a Compensation Committee and a Treasury Strategy Committee. The Audit Committee is currently comprised of Messrs. Clammer, Hao, Joyce and Macleod. The Compensation Committee is currently comprised of Messrs. Davidson and Greene. The Treasury Strategy Committee is currently comprised of Messrs. Clammer and Hao. Parent’s Board of Directors may also establish from time to time any other committees that it deems necessary or advisable. Pursuant to the Shareholders Agreement, investment funds affiliated with Kohlberg Kravis Roberts & Co., or KKR, and investment funds affiliated with Silver Lake Partners, or Silver Lake, have the right to designate a director to serve on any committee for as long as they own at least 5% of Parent’s outstanding ordinary shares. Please see “Item 7. Major Shareholders and Related Party Transactions — Certain Relationships and Related Party Transaction, Director Independence —Shareholders Agreement.”

Audit Committee

Parent’s Audit Committee is currently comprised of Messrs. Clammer, Hao, Joyce and Macleod. The Audit Committee is responsible for assisting Parent’s Board of Directors with its oversight responsibilities regarding the following:

	•		The integrity of our financial statements;

	•		Our compliance with legal and regulatory requirements;

	•		Independent registered public accounting firm’s qualifications and independence; and

	•		The performance of our internal audit function and independent registered public accounting firm.

The Audit Committee operates under a written charter adopted by the Board of Directors.

Compensation Committee

Parent’s Compensation Committee is currently comprised of Messrs. Davidson and Greene. The Compensation Committee is responsible for determining executive base compensation and incentive compensation and approving the terms of stock option grants pursuant to Parent’s equity incentive plans.

The Compensation Committee operates under a written charter adopted by the Board of Directors.

Treasury Strategy Committee

Parent’s Treasury Strategy Committee is currently comprised of Messrs. Clammer and Hao. The Treasury Strategy Committee is responsible for the oversight of treasury strategy and operations, reporting to Parent’s Board of Directors on an as needed basis.

Director Compensation

Parent does not compensate its management directors for their service on the Board of Directors or any committee of the Board of Directors. Non-management directors of Parent (which are those directors not employed by Parent or any subsidiary) receive an annual fee of $50,000, with the exception of the Chairman of the Board who receives $75,000. Independent non-management directors (directors of Parent not associated with any institutional

investor and otherwise considered independent) receive an additional $10,000 for serving on any committee of the Board of Directors. Non-management directors of Parent also receive a grant of options to purchase 50,000 ordinary shares of Parent upon election to the Board of Directors. The exercise price per share of director options is the fair market value of Parent ordinary shares on the grant date, and director options expire five years from the date of grant, or earlier if optionee ceases to be a director. Generally, director options become vested and exercisable with respect to 20% of the shares subject to the options nine months following the date of grant and on each anniversary of that date so that the options are completely vested and exercisable four years and nine months following the date of grant subject to the continued service on Parent’s Board of Directors through each vesting date; however, options granted to our directors in April 2006 vest at a rate of 20% on each anniversary of December 1, 2005. Members of Parent’s Board of Directors are also reimbursed for travel and other out-of-pocket expenses. Directors are not separately compensated for their service on the Board of Directors of Avago Finance.

The following table sets forth information regarding compensation earned by our non-employee directors during the fiscal year ended October 31, 2007.


	Fees Earned or
	Paid in		Option
	Cash		Awards			Total
Name (1)	($)		($)(2)			($)
Dick M. Chang		75,000		1,169,569	(3)		1,244,569
Adam H. Clammer		50,000		0			50,000
James A. Davidson		50,000		0			50,000
James Diller, Senior		50,000		0			50,000
James H. Greene, Jr.		50,000		0			50,000
Kenneth Y. Hao		50,000		0			50,000
John R. Joyce		50,000		0			50,000
Michael Marks (4)		50,000		0			50,000
Bock Seng Tan		50,000		0			50,000


(1)		Mr. Macleod was not appointed to our Board of Directors until November 2007.

(2)		Represents expense recognized by us in fiscal year 2007 related to options determined in accordance with Statement of Financial Accounting Standards No. 123(R), “Share Based Payment”, or SFAS 123R. Please see Note 11 in our consolidated financial statements included in this Form 20-F for the valuation assumptions used in determining such amounts.

(3)		In January 2007, in substitution for options held as an employee, Mr. Chang was granted in-the-money options to purchase an aggregate of 1,033,332 ordinary shares of Parent, all of which remained outstanding as of October 31, 2007, under the Amended and Restated Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries, which we refer to as the Executive Plan, at exercise prices consistent with the expired options. This included options to purchase 266,666 with an exercise price of $1.25 per share and having a fair value under SFAS 123R of $74,506, 216,666 with an exercise price of $5.00 per share and having a fair value under SFAS 123R of $379,101 and 550,000 with an exercise price of $5.00 per share and having a fair value under SFAS 123R of $715,962. Options to purchase 483,332 ordinary shares vested on January 31, 2007; the balance vest pro-rata annually over four years subject to Mr. Chang’s continued service on Parent’s Board of Directors. The options automatically exercise upon the earliest of the termination of Mr. Chang’s service on Parent’s Board of Directors, a change in control of Parent or the fifth anniversary of the date of grant. Please see Note 11 in our consolidated financial


		statements included in this Form 20-F for the valuation assumptions used in determining fair value of Mr. Chang’s options under SFAS 123R.

(4)		Mr. Marks resigned from our Board of Directors effective July 31, 2007.

Executive Compensation

Compensation Discussion and Analysis

Executive Summary

The Compensation Committee of Parent’s Board of Directors reviews and approves compensation for all Avago Technologies executives.

Avago Technologies has in place a compensation strategy for our executives which focuses on both individual and company performance. Compensation of our executives is structured around the achievement of near-term corporate targets (fiscal year metrics) as well as long-term business objectives and strategies. The Compensation Committee is responsible for evaluating and administering all compensation programs and practices to ensure that they properly compensate and reward and that they appropriately drive corporate performance while remaining competitive with comparable semiconductor companies competing in the same or similar markets. The Compensation Committee reviews and approves all compensation policies, including executive base salaries, bonuses and equity incentive compensation.

Our named executive officers, or NEOs, for fiscal year 2007 were Hock Tan, President and Chief Executive Officer, Mercedes Johnson, Chief Financial Officer, Bian-Ee Tan, General Manager and President, Asia, Bryan Ingram, General Manager and James Stewart, General Manager (who left the company in December 2007). On November 1, 2007, Mr. Bian-Ee Tan was promoted to Chief Operating Officer and Mr. Bryan Ingram was promoted to Senior Vice President and General Manager, Wireless Semiconductor Division.

Objectives and Philosophy of Our Executive Compensation Program

The Compensation Committee has adopted a compensation philosophy which is intended to keep total cash compensation (base salary plus cash incentive reward) of our executives between the fiftieth and sixtieth percentile of compensation at companies within our peer group. The Compensation Committee believes that setting cash compensation at the mid point of the market is a sufficient competitive position for attracting and retaining executives. When reviewing and setting compensation against market practices, the Compensation Committee uses industry based market salary survey data, which we refer to as Market Salary Surveys, from the following data sources:

	•		Radford Executive Technology Survey (U.S)

	•		Radford Benchmark Technology Survey (U.S)

	•		Radford International Technology Survey

	•		Radford International Technology Survey (Germany)

	•		Radford International Technology Survey (Italy)

	•		Mercer High Tech Salary Survey (Asia)

The companies the Compensation Committee used as a benchmark for reviewing and setting executive compensation, which we refer to as our Peer Group Companies, and those that participate in the Market Salary Surveys, are:

	•		Altera Corporation

	•		Atmel Corporation

	•		Cypress Semiconductor Corporation

	•		Fairchild Semiconductor

	•		International Rectifier Corporation

	•		LSI Logic Corporation

	•		Marvell Semiconductor, Inc.

	•		Maxim Integrated Products Inc.

	•		Microchip Technology Inc.

	•		National Semiconductor Corporation

	•		ON Semiconductor Corporation

	•		Qimonda North America

	•		Sharp Microelectronics of the Americas

	•		Spansion LLC

	•		STMicroelectronics

	•		Xilinx Inc.

	•		Intersil Corporation

Allocation of equity to executives in the form of the opportunity to purchase ordinary shares is not currently based strictly on the practice at Peer Group Companies. At the time of the Acquisition, Avago granted significant equity awards to executives in order to attract and retain them. When allocating equity, the Compensation Committee looks at each executive, his or her level of experience and expertise and overall value to the company. Equity is a long term retention plan for key executives understanding their level of value and contribution to the company. Generally, vesting of options granted under the Executive Plan are both time and performance based (with equal weighting of fifty percent). The vesting of options granted under the Executive Plan generally occurs in equal annual installments over a period of five years. The Compensation Committee approves all grants made to executives.

Avago Technologies compensation program for executives is designed to achieve the following:

	•		Attract and retain qualified, experienced and talented executives, understanding competitive pressures from our Peer Group Companies;

	•		Motivate and reward executives whose skills, knowledge and performance are critical to the on-going success of our company;

	•		Encourage executives to focus on the achievement of corporate and financial performance goals and metrics by aligning the incentive reward program to the achievement of both functional/divisional goals and corporate goals; and

	•		Aligning the interests of our executives with those of our shareholders. A significant portion of total compensation paid to Avago executives is in the form of equity. As such, this serves both as a long term retention strategy and aims to align the interests of our executives with shareholders by tying a significant portion of each executive’s compensation to returns realizable by our shareholders.

Components of Our Executive Compensation Program

The components of Avago’s executive compensation program are:

	•		Annual Base Salary

	•		Annual (fiscal year) Cash Incentive Program

	•		Equity Incentive (opportunities to purchase ordinary shares)

	•		Perquisites

Annual Cash Compensation

Base Salary

The Compensation Committee believes that a competitive base salary is a necessary element of any compensation program designed to attract, engage and retain key executives. Base salaries provide fixed, baseline

compensation and are set at levels which are intended to be within a competitive range with similar positions at our Peer Group Companies. The base salaries of all Avago executives are reviewed annually by the Compensation Committee against positions of similar size and scope in our Peer Group Companies. Annual adjustments to an executive’s base salary takes into account:

	(i)		individual performance throughout the prior fiscal year (based on set targets);

	(ii)		compa–ratio, which is the actual pay rate of our executives divided by market pay rates from the Market Salary Surveys; and

	(iii)		internal equity.

The process for internal equity involves comparing executives in peer roles to ensure that base salaries are comparable based on function, scope and responsibilities of the role and taking into account the executive’s experience, technical knowledge and expertise.

In 2007, our chief executive officer, or CEO, proposed annual merit salary increases for each of our NEOs, except for the CEO, for the approval of the Compensation Committee. All increases were implemented February 1, 2007 following full review and approval by the Compensation Committee.


			New Base Salary
	Percentage		Effective February 1,
Name	Increase		2007
Hock E. Tan, President and Chief Executive Officer		0	$	600,000

Mercedes Johnson, Senior Vice President, Finance and Chief Financial Officer		14	$	400,008

Bian-Ee Tan, General Manager and President, Asia (1)		3	$	514,828	(2)

Bryan Ingram, Vice President and General Manager, Wireless Semiconductor Division (3)		2	$	321,732

James Stewart, Former Vice President and General Manager, ASIC Products Division		10	$	287,052


(1)		Mr. Bian-Ee Tan was promoted to Chief Operating Officer of Parent on November 1, 2007.

(2)		Converted from Malaysian Ringgits using the January 2008 conversion ratio of 3.3402 Ringgits to the U.S. Dollar.

(3)		Mr. Bryan Ingram was promoted to Senior Vice President and General Manager, Wireless Semiconductor Division on November 1, 2007.

Ms. Johnson was given an above average increase (the company average being 3.5% per employee) based on her years of experience as a Chief Financial Officer, or CFO, and the Compensation Committee and the Board’s view of her technical and strategic value to the company. Ms. Johnson’s level of responsibility had also increased substantially as she assumed direct control of the Global Human Resources Function and other support functions (Legal, Workplace Services/Facilities).

Similarly, Mr. Stewart received an above company average increase based on his tenure with Avago (and its predecessors) as well as the general management skills he brought to his role of heading up the specialized ASIC business. Mr. Stewart possessed a large amount of both intellectual and institutional information which the CEO

and the Compensation Committee viewed as being important to the company. Mr. Stewart’s salary was also adjusted to bring him closer in line with his peers in the other product development divisions. Mr. Stewart left the Company in December 2007.

Mr. Ingram and Mr. Bian-Ee Tan received lower increases because their compa-ratios (as defined above) were already competitive and above the market midpoint.

The Compensation Committee sets our CEO’s salary without input from our CEO. In fiscal year 2007, the Compensation Committee did not increase our CEO’s salary because the Compensation Committee felt that our CEO’s base salary was already comparable to the market mid point.

Our CEO may recommend increasing the base salary of an executive at other times throughout the course of the year if a change in the scope of the executive’s role and responsibilities warrants an increase. In limited circumstances, our CEO may propose that an executive’s base salary be adjusted in response to a competitive threat or competitive labor market practice. We will revert to market data using the Market Salary Surveys to help determine the new base salary. The Compensation Committee approves any salary adjustments that are done throughout the fiscal year for executive officers.

Annual Cash Incentive Program

Avago has in place a performance based annual cash incentive bonus plan for all of its executive management, other than the Chief Executive Officer, whose bonus, while tied to his performance, is discretionary. The plan is reviewed and approved on a year-to-year basis by the Compensation Committee. Company goals and business metrics are also reviewed and approved by the Compensation Committee prior to allocation. The Avago performance based annual cash incentive plan is designed to encourage and motivate executives to achieve both corporate level and functional/divisional level goals, thereby positively contributing to the growth and performance of the company. In fiscal year 2007, the plan structure comprised corporate and divisional goals. The corporate goals for 2007 involved free cash flow and EBITDA, which each carried a weighting of twenty percent. The targets for free cash flow and EBITDA were set at levels which the Compensation Committee thought required substantial effort to obtain. Divisional goals (set subject to business requirements by the Compensation Committee and described in the table below) carried an aggregate sixty percent weighting of the target bonus amount.

Except for our Chief Executive Officer, each employee of Avago, including our executive officers, participates in the Avago performance based annual cash incentive bonus plan. Rates at which our employees participate in the performance based annual cash incentive bonus plan are expressed as a percent of base salary. Employees at the level of Vice President and below participate at rates set by a formula adopted by the Compensation Committee based on Market Survey data for our peer group, the levels and rates of participation used by Agilent and the Compensation Committee’s experience with similar programs. For executives at the level of Senior Vice President and above, the Compensation Committee sets the rate of participation based on its assessment of the executive’s experience, ability to influence corporate results and the competitive market data from the Market Surveys for our peer group. In particular, the Compensation Committee set the participation rates of Ms. Johnson and Mr. Bian-Ee Tan at 75% of base salary based on each executive’s experience in her or his role with the company, the level of responsibility held by each executive, which the Compensation Committee believes directly correlates to her or his ability to influence corporate results, and the target bonuses utilized by our peer group for chief financial officers and divisional presidents, respectively.

Our CEO proposes, and the Compensation Committee reviews and approves, attainment against the set goals and metrics. For fiscal year 2007, our corporate goals, EBITDA and free cash flow, each carried a weight of 20% of the total bonus target amount and had a minimum threshold of 90% achievement to trigger 90% of the targeted bonus amount on this portion of the bonus. In fiscal year 2007, the Compensation Committee determined that we achieved our free cash flow goal at 112.6% of its target resulting in the payment to each executive of 22.5% of the executive’s total target bonus amount. The Compensation Committee determined that we achieved our EBITDA goal at 83.6% of its target, which was less than the 90% threshold necessary for any payment with respect to the EBITDA goal.

The Compensation Committee awards our CEO a discretionary bonus each year based on its assessment of our CEO’s significant contributions to the company in the prior fiscal year. For fiscal year 2007, the Compensation Committee considered our CEO’s role in Avago’s achievement of the corporate goals described above as well as his role in Avago’s 2007 restructuring.

The Compensation Committee supplements the performance based cash incentive plan awards of other named executive officers from time to time based on our CEO’s recommendations and its assessment of individual contributions. For fiscal year 2007, our Compensation Committee determined that the individual contributions of each of Mr. Bian-Ee Tan, Mr. Ingram and Mr. Stewart exceeded expectations and awarded each a discretionary bonus, the amount of which correlated to our Compensation Committee’s assessment of the value of each executive’s contributions less performance based awards otherwise earned by the executive. Mr. Ingram was paid an additional discretionary bonus in lieu of a mortgage subsidy to which he was entitled under an Agilent bonus program.

With respect to each NEO, divisional and corporate goals were set and achieved, and discretionary bonuses were paid, as follows:


			2007	2007
			Weighting	Achievement
	Participation		as a	as a
	Rate as a		Percentage	Percentage
	Percentage of		of Bonus	of Bonus	2007
Name	Base Salary	Bonus Metric	Target	Target	Payout
Hock E. Tan,		Discretionary Award			$600,000
President and Chief		(as described above)
Executive Officer

Mercedes Johnson,		Expense Budgets	30%	34.3%
Senior Vice		Financial Systems and Controls	30%	30.0%
President, Finance		Corporate Goals	40%	22.5%
and Chief Financial Officer	75%	Total Performance-Based Bonus	100%	86.8%	$260,405

Bian-Ee Tan,		Revenue	30%	27.7%
General Manager and		Contribution Profit	30%	27.0%
President, Asia		Corporate Goals	40%	22.5%
	75%	Total Performance-Based Bonus	100%	77.2%	$298,085
		Discretionary Award			$206,951

		Total Bonus			$505,036(1)

Bryan Ingram, Vice		Design Win Targets	30%	45.0%
President and General		Gross Margin Budget	30%	31.7%
Manager, Wireless		Corporate Goals	40%	22.5%
Semiconductor Division	40%	Total Performance-Based Bonus	100%	99.2%	$127,662
		Discretionary Award			$122,338
		Additional Discretionary Award			$ 35,929

		Total Bonus			$285,929

James Stewart,		Design Win Milestones	20%	20.0%
Former Vice		Design Win Targets	20%	25.7%
President and General		Contribution Profit	20%	18.6%
Manager, ASIC Products		Corporate Goals	40%	22.5%
Division	40%	Total Performance-Based Bonus	100%	86.8%	$ 81,725
		Discretionary Award			$ 33,096

		Total Bonus			$114,821


(1)		The amount reported differs from that reported in the Summary Compensation Table below because of currency fluctuations. Mr. Bian-Ee Tan was awarded his bonus amount in U.S. dollars which was converted into Malaysian Ringgits at the time of payment. The Summary Compensation Table uses 3.3420 Malaysian Ringgits per U.S. dollar, which is the accounting rate for January 2008 as reported by Bloomberg L.P., to convert the amount paid in Malaysian Ringgits back into U.S. dollars.

Using market data from the Market Salary Surveys, the Compensation Committee has determined that our cash bonus plan for executives is competitive in terms of a percentage of base salary.

Equity Incentive Compensation

The Compensation Committee believes that long term, sustainable growth and performance will be best facilitated through a culture of executive ownership that encourages long term investment and engagement by our executive management. The aim is also to align executive performance and behaviors to create a culture conducive to shareholder investment.

The Compensation Committee approves options to purchase Parent ordinary shares granted to executive officers. The size of initial (and any subsequent) grants for executives takes into account the executive’s position (level), compensation and the value the executive brings to the company based on their technical experience, expertise and leadership capabilities. The philosophy behind option grants is to provide the executive with a strong incentive to build value in the company over an extended period of time. While subsequent options may be proposed by our CEO and granted by the Compensation Committee, we do not have a set annual option grant program for executives.

Options to purchase ordinary shares are governed by the Executive Plan, which is administered by the Compensation Committee. Generally, options granted under the Executive Plan vest in equal annual installments over five years based 50% upon the passage of time and 50% on our financial performance, as measured using operating income, subject in each case to continued employment with Parent or its subsidiaries. The operating income targets have been set to require substantial effort on the part of our executives and the company in order to be attained. The performance vesting aims to ensure that the executive has a vested interest in driving positive and sustainable corporate financial results. Generally, the exercise price of options granted under the Executive Plan is equal to the fair market value of Parent’s ordinary shares on the date of grant as determined by the Compensation Committee or the Board of Directors.

Termination-Based Compensation

Separation compensation is determined by company policy and any specific arrangements detailed in the executive’s employment agreement or contract. Severance payment typically comprises cash payment in lieu of salary, bonuses and coverage of health benefits for a limited period of time. In addition, the vesting of options granted under the Executive Plan accelerate with respect to 10% of the shares subject to the options if an executive is terminated in connection with the sale of his or her division. The Compensation Committee must approve any exceptions to severance payments including any additional cash payments and any variance from the Executive Plan regarding the treatment of options. Executives who terminate from the company are required to sign a general release of all claims against Avago to receive any severance benefits.

Except as described below, each of our executives is eligible for severance under our policies if terminated without cause by us. Under our policies in effect in the United States at the end of fiscal year 2007, an employee would receive a minimum severance payment of two months base salary and two months COBRA plus any outstanding vacation in the absence of a general release of all claims against Avago. An additional severance payment of two weeks of base salary for every completed year of service (minimum of 5 months and maximum of 9 months) would require the employee to sign a release agreement. An employee would also receive any fiscal year cash bonus due if they were employed on the last day of the performance period, this being October 31. Changes were made to the U.S. severance policy effective January 1, 2008. Basic severance is given to the employee in a lump sum at time of termination and consists of two weeks of base salary (or two weeks of adjusted target annual pay for employees on a sales plan), and the greater of three months of COBRA premiums for medical, dental, vision and EAP or $2,000. In addition, in exchange for a release which is not thereafter revoked, employee is eligible for an enhanced severance payment equivalent to two weeks base salary (or two weeks of adjusted target annual pay for employees on a sales plan) for each full or partial year of service capped at 40 weeks with a minimum of no less than 8 weeks, and $1,000 lump sum for career transition services. All payments are subject to taxes and other withholdings.

Termination benefits for senior executives in Malaysia are decided on a case by case basis.

For some NEOs, we agreed to separation compensation terms reflective of the senior nature of the position and as a means of attracting the executives to work for Avago. Also in order to attract some NEOs to the company, the Compensation Committee provided a “change in control” clause in the executive’s employment contract or agreement. The following Avago executives have severance benefits in their employment contracts which set out compensation payable in the event of termination by Avago without cause, by the executive for good reason, disability or death and in the event of a termination in connection with a change in control of Parent:


Name	Termination Benefit	Termination Benefit
	(Without cause or for good reason, death or disability)	(Without cause or for good reason, death or disability within 3 months prior to or 12 months following a change of control)

Hock E. Tan, President and Chief Executive Officer	Continued salary for 12 months paid in 12 monthly installments, and an amount equal to the lesser of his prior year’s bonus or prior year’s target bonus paid in 12 monthly installments	Continued salary for 24 months paid in 24 monthly installments, and an amount equal to 200% of the lesser of his prior year’s bonus or prior year’s target bonus paid in 24 monthly installments

		12 months accelerated vesting for options held by him which would otherwise vest based upon the passage of time and his continued employment

Mercedes Johnson, Senior Vice President, Finance and Chief Financial Officer	Continued salary for 6 months paid in 6 monthly installments, and an amount equal to the lesser of 50% of her prior year’s bonus or prior year’s target bonus paid in 6 monthly installments	Continued salary for 12 months paid in 12 monthly installments, and an amount equal to the lesser of her prior year’s bonus or prior year’s target bonus paid in 12 monthly installments

	Continuation of benefits (group health, dental and vision) for herself and any covered dependents for up to 6 months	12 months accelerated vesting for options held by her which would otherwise vest based upon the passage of time and her continued employment

		Continuation of benefits (group health, dental and vision) for herself and any covered dependents for up to 12 months

Such agreements were entered into with Mr. Tan and Ms. Johnson on the basis of their level of seniority and as means to attract them to join the company.

In October 2007, Avago entered into an employment agreement effective fiscal year 2008 with a change of control clause with Bryan Ingram, Vice President and General Manager, Wireless Semiconductor Division. We did so with the intention of retaining and engaging Mr. Ingram through and beyond the period of a significant restructuring of our company. Mr. Ingram is considered by the Compensation Committee and the Board to be valuable to the company in terms of his market experience and his technical expertise in his business division. Mr. Ingram’s employment agreement was proposed by our CEO and approved by the Compensation Committee. Please see “Employment, Severance and Change of Control Agreements with Named Executive Officers – Bryan Ingram” below.

Other Compensation

All of our executive officers are eligible to participate in certain benefits plans and arrangements offered to employees generally. Such benefits include health, dental, life and disability insurance and in the case of U.S. based executives, the 401(k) plan. Avago pays the full-monthly premium for each U.S. based employee, including each executive, for basic medical coverage. For other medical, dental and vision coverage, Avago pays a portion of the cost and the employees, including executives, pay a portion of the cost. Avago pays 100% of the premium for all employees, including executives, for Basic Life Insurance, Accidental Death and Dismemberment, Business Travel Accident Insurance and the Employee and Family Assistance Plan. Avago pays 100% of the premiums for all Colorado employees, including executives, for Short Term and Long Term Disability. Employees in California, including executives, contribute .08% of the first $86,698 in annual earnings to the California Voluntary Disability Plan for Short Term Disability and Avago pays 100% of the premium for Long Term Disability. Avago provides access to a Group Universal Life and Long-Term Care coverage but the entire cost is paid by the employee, including executives.

Consistent with Avago’s overall compensation philosophy, we intend to continue to maintain our current benefits plan for executives as well as other employees. The Compensation Committee in its discretion may revise, amend or add to any executive’s benefits and perquisites if it deems necessary.

U.S. based executives may also participate in the Avago Technologies U.S. Inc. Deferred Compensation Plan which is a non-qualified plan offered to employees on the U.S. payroll who have an annual base salary plus targeted commissions of $175,000 or more. The plan was established in response to the Internal Revenue Code’s limitation on 401(k) Plan contributions. Participants defer compensation on a pre-tax basis in addition to the amounts deferred into the Avago 401(k) Plan. Contributions are held in a Rabbi Trust. Contributions and interest earned are tax deferred until the year in which they are paid to the participant or beneficiary. Investment options in the plan do not include Parent ordinary shares or options to purchase ordinary shares and there are no employer matching contributions.

While we do not currently believe that compensation in the form of perquisites is a necessary form of attraction and retention for all of our executives, where it is deemed necessary and subject to approval by the Compensation Committee, we will pay certain items or expenses for an executive officer if this means attracting or retaining them. In fiscal year 2007, the following executives received the following perquisites:


Name		Perquisites
Hock E. Tan, President and Chief Executive Officer		Relocation expenses and reimbursement for travel to a residence in Pennsylvania

Bian-Ee Tan, General Manager and President, Asia		Housing allowance and club memberships

James Stewart, Former Vice President and General Manager, ASIC Products Division		Use of company car and car allowance

Fiscal Year 2007 Summary Compensation Table

The following table sets forth information about compensation earned by our chief executive officer, our chief financial officer, and each of our three other most highly compensated executive officers for the fiscal year ended October 31, 2007. We refer to these officers elsewhere in this Amendment as our named executive officers or NEOs.


												Change in
												Pension Value
												and
										Non-Equity		Nonqualified
										Incentive Plan		Deferred
					Bonus		Option Awards			Compensation		Compensation		All Other
Name and Principal			Salary		($)		($)			($)		Earnings		Compensation
Position	Year		($)		(1)		(2)			(3)		($) (4)		($)			Total ($)
(a)	(b)		(c)		(d)		(f)			(g)		(h)		(i)			(j)
Hock E. Tan		2007		600,000		600,000		2,039,654			0		0		49,964	(5)		3,289,618
President and Chief Executive Officer

Mercedes Johnson		2007		387,506				329,890			260,405		0		828	(6)		978,629
Senior Vice President, Finance and Chief Financial Officer

Bian-Ee Tan (7)		2007		488,899		220,221		1,288,203			291,500		0		34,987	(8)		2,323,810
General Manager and President, Asia

Bryan Ingram		2007		320,154		158,267		229,611			127,662		2,307		20,319	(9)		858,320
Vice President and General Manager, Wireless Semiconductor Division

James Stewart		2007		280,526		33,096		262,413	(10)		81,725		416		31,120	(11)		689,296
Former Vice President and General Manager, ASIC Products Division


(1)		Represents discretionary bonuses paid based on the Compensation Committee’s determination that the executive provided significant contributions to our success. In the case of Mr. Ingram, $35,929 of the amount reported represents a cash bonus paid in lieu of a mortgage subsidy that Mr. Ingram was entitled to under an Agilent benefit program.

(2)		Represents expense recognized by us in fiscal year 2007 related to options determined in accordance with SFAS 123R. Please see note 11 in our consolidated financial statements included in this Form 20-F for the valuation assumptions used in determining such amounts. During fiscal year 2007, we only expensed the performance vesting portion of options granted prior to our adoption of SFAS 123R on November 1, 2006. The expense reported in the table reflects the amount we accrued in fiscal year 2007. In fiscal year 2008, the Compensation Committee adjusted our preliminary estimate of achievement in fiscal year 2007 from 43% to 90% using the adjustment factors provided for under the Executive Plan. For all options granted on or subsequent to our adoption of SFAS 123R, we expensed both the time and performance vesting portions.


(3)		Represents amounts paid for fiscal year 2007 under our annual cash incentive program. Please see plan description in “Compensation Discussion and Analysis – Annual Cash Compensation - Performance Based Annual Cash Incentive Program” above.

(4)		Represents earnings under our Nonqualified Deferred Compensation Plan.

(5)		Represents $11,481 relocation expenses; $2,322 imputed income from Group Term Life Insurance (“GTL”) premiums; $9,000 401(k) employer match; and $27,161 reimbursement for travel to a residence.

(6)		Imputed income from GTL premiums.

(7)		All sums presented for Mr. Bian-Ee Tan are converted from Malaysian Ringgits using the January 2008 accounting ratio of 3.3402 Ringgits per U.S. Dollar as reported by Bloomberg L.P., except as indicated in footnote 8 below.

(8)		Represents $15,807 housing allowance, $1,161 club memberships and $18,019 contribution to Mr. Bian-Ee Tan’s Malaysian Employee Provident Fund. The contribution to the Malaysian Employee Provident Fund is in addition to the $143,217 Avago was required by statute to contribute to Mr. Bian-Ee Tan’s Malaysian Employee Provident Fund. $838 of the club membership amount is converted from Singapore dollars using the January 2008 accounting ratio of 1.4541 Singapore Dollars per U.S. Dollar as reported by Bloomberg L.P.

(9)		Represents $319 imputed income from GTL premiums and $9,000 401(k) employer match. Also includes a one time $11,000 company contribution to 401(k), paid in January 2007 to employees who transitioned from Agilent to Avago as a pension replacement for calendar year 2006.

(10)		Pursuant to the terms of the Separation Agreement entered into with Mr. Stewart on August 16, 2007, Mr. Stewart was granted 100% vesting on the 36,667 performance options which vested on December 1, 2007.

(11)		Represents $380 imputed income from GTL premiums; $9,000 401(k) employer match; $3,140 personal use of company car; and $7,600 car allowance. Also includes a one time $11,000 company contribution to 401(k), paid in January 2007 to employees who transitioned from Agilent to Avago as a pension replacement for calendar year 2006.

Grant of Plan-Based Awards in Fiscal Year 2007

The following table sets forth information regarding grants of incentive awards during the fiscal year ended October 31, 2007 to each of our named executive officers.


																					Grant Date
																All Other Option			Exercise or		Fair Value
			Estimated Future Payouts Under						Estimated Future Payouts Under							Awards: Number of			Base Price		of Stock and
			Non-Equity Incentive Plan Awards						Equity Incentive Plan Awards							Securities Underlying			of Option		Option
	Grant		Threshold		Target		Maximum		Threshold		Target			Maximum		Options			Awards		Awards
Name	Date		($) (1)		($)		($)		(#)		(#)			(#)		(#)			($/Sh)		($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)			(h)		(j)			(k)		(l)
Mercedes Johnson (2)	Aug. 30, 2007			54,001		300,006		450,009				92,500	(3)				92,500	(6)		10.22		969,123
Bian-Ee Tan (2) (4)		—		66,414		377,277		565,915		—		—			—		—			—		—
Bryan Ingram (5)		—		23,165		128,692		193,038		—		—			—		—			—		—
James Stewart (5)		—		16,948		94,153		141,229		—		—			—		—			—		—


(1)		Minimum threshold is 18% of target, calculated based on the achievement of a single corporate goal at 90% of the target for such goal. Maximum threshold is 150% of target.

(2)		Bonus participation is at 75% of base salary.

(3)		These options were granted pursuant to the terms of the Executive Plan. The options cover an aggregate of 185,000 ordinary shares and vest 50% based upon the passage of time and the optionee’s continued employment with Parent or its subsidiaries and 50% based upon achieving specified financial targets, in each case, at a rate of 20% per year over five years on each anniversary of the grant date. The term of the options is 10 years.

(4)		All sums presented for Mr. Bian-Ee Tan are converted from Malaysian Ringgits using the January 2008 accounting ratio of 3.3402 Ringgits per U.S. Dollar as reported by Bloomberg L.P.

(5)		Bonus participation is at 40% of base salary.

Outstanding Equity Awards at 2007 Fiscal Year-End

The following table sets forth grants of stock options outstanding on October 31, 2007, the last day of the fiscal year, to each of our named executive officers.

Option Awards

Equity

Incentive

Plan

Number

Awards:

Number of

Securities

Underlying

Unexercised

Option

Options

Unearned

Exercise

Vesting

(#)

Options

Price

Option Expiration

Name

Reference

Exercisable

Unexercisable

(#)

($)

Date

(a)

Date

(b)

(c)

(d)

(e)

(f)

Hock E. Tan

Dec. 1, 2005 (1)

470,000

1,880,000

5.00

4/12/2016

Mercedes Johnson

Dec. 1, 2005 (1)

83,000

332,000

5.00

11/30/2015

Aug. 30, 2007 (1)

185,000

10.22

8/29/2017

Bian-Ee Tan

Dec. 1, 2005 (1)

360,000

1,440,000

5.00

11/30/2015

Bryan Ingram

Dec. 1, 2005 (2)

66,666

1.25

1/23/2015

Dec. 1, 2005 (1)

51,666

206,668

5.00

11/30/2015

Dec. 1, 2005 (1)

12,500

50,000

5.00

4/23/2016

James Stewart

Dec. 1, 2005 (2)

48,568

1.25

1/23/2015

Dec. 1, 2005 (2)

8,519

1.25

1/25/2014

Dec. 1, 2005 (2)

34,268

1.25

11/18/2012

Option Awards

Equity

Incentive

Plan

Number

Awards:

Number of

Securities

Underlying

Unexercised

Option

Options

Unearned

Exercise

Vesting

(#)

Options

Price

Option Expiration

Name

Reference

Exercisable

Unexercisable

(#)

($)

Date

(a)

Date

(b)

(c)

(d)

(e)

(f)

Dec. 1, 2005 (2)

19,973

1.25

11/25/2011

Dec. 1, 2005 (2)

9,987

1.25

11/12/2010

Dec. 1, 2005 (2)

4,993

1.25

10/22/2010

Dec. 1, 2005 (2)

3,995

1.25

8/10/2010

Dec. 1, 2005 (2)

1.25

5/16/2010

Dec. 1, 2005 (2)

2,950

1.25

11/17/2009

Dec. 1, 2005 (1)

73,332

293,335

5.00

11/30/2015


(1)		Options vest 50% based upon the passage of time and the optionee’s continued employment with Parent or its subsidiaries and 50% based upon achieving specified financial targets, in each case, at a rate of 20% per year over five years on each anniversary of the Vesting Reference Date.

(2)		Fully vested as of the date of grant.

2007 Non-Qualified Deferred Compensation

The following table sets forth information regarding contributions and earnings under the Avago Technologies U.S. Inc. Deferred Compensation Plan during fiscal year 2007.

Registrant

Aggregate

Contributions

Earnings in

Aggregate

in Fiscal

Fiscal Year

Balance at

Year 2007

2007

October 31, 2007

Name

($)(1)

($)

(a)

(c)

(d)

(f)

Bryan Ingram

16,400

2,307

18,707

James Stewart

3,300

416

3,716


(1)		Deferred Compensation is generally funded through employee payroll deductions. The above represents a one time company contribution for employees who transitioned from Agilent to Avago which was paid in January 2007 as a pension replacement for calendar year 2006.

Employment, Severance and Change of Control Agreements with Named Executive Officers

Hock E. Tan

Parent entered into an offer letter with Hock E. Tan on March 28, 2006. Mr. Tan’s offer letter provides that Mr. Tan will be Parent’s President and Chief Executive Officer commencing March 31, 2006 and that he will be a member of Parent’s Board of Directors. Mr. Tan’s offer letter entitles him to a base salary of $600,000 per year with a target bonus opportunity of 100% of his base salary. Mr. Tan’s offer letter also provides for the grant of an option to purchase 950,000 ordinary shares of Parent with 225,000 shares subject to the option vesting 20% per year based upon Mr. Tan’s continued employment with Parent and 725,000 shares subject to the option vesting 20% per year based upon Parent attaining specified performance targets. Under his offer letter, Mr. Tan was also granted the right to purchase up to $2 million in Parent’s ordinary shares and to be granted additional non-qualified share options. Mr. Tan’s offer letter agreement provides that he will be eligible to participate in all employee benefit plans made available to executive officers of Parent, is entitled to enter into an indemnification agreement and must enter into Parent’s standard agreement regarding confidential information and proprietary developments. Mr. Tan’s offer letter agreement entitled him to the payment of a relocation bonus in the amount of one month’s base salary which was paid in a single lump sum following his commencement of employment.

Mr. Tan’s offer letter provides Mr. Tan with severance in the event of the termination of his employment with Parent without cause or a resignation by him for good reason, provided that, in each case, Mr. Tan executes and does not revoke a general release of all claims against Parent and Parent’s affiliates. If the termination of employment without cause or resignation for good reason takes place within the three months prior to or the 12 months following a change in control of Parent, Parent must provide Mr. Tan with (a) continued salary payments for 24 months following his termination or resignation, (b) an amount equal to 200% of the lesser of Mr. Tan’s prior year’s bonus or target bonus, in both (a) and (b), payable in 24 monthly installments, and (c) 12 months accelerated vesting for those options held by Mr. Tan which would otherwise vest based upon the passage of time and his continued employment. If the termination of employment without cause or resignation for good reason takes place more than three months prior to or more than 12 months following a change in control, Mr. Tan is entitled to (a) continued salary payments for 12 months following his termination or resignation and (b) an amount equal to the lesser of his prior year’s bonus or target bonus, in both (a) and (b), payable in 12 monthly installments.

Mercedes Johnson

Parent entered into a Severance Benefits Agreement with Mercedes Johnson effective June 14, 2006. Ms. Johnson’s Severance Benefits Agreement provides Ms. Johnson with severance in the event of her termination of employment with Parent without cause or a resignation by her for good reason, provided that, in each case, Ms. Johnson executes and does not revoke a general release of all claims against Parent and Parent’s affiliates. If Ms. Johnson’s termination of employment without cause or resignation for good reason takes place within the three

months prior to or the 12 months following a change in control of Parent, Parent must provide Ms. Johnson with (a) continued salary payments for 12 months following her termination or resignation, (b) an amount equal to the lesser of Ms. Johnson’s prior year’s bonus or target bonus, in both (a) and (b), payable in 12 monthly installments, (c) 12 months accelerated vesting for those options held by Ms. Johnson which would otherwise vest based upon the passage of time and her continued employment, and (d) the payment of continued health, dental and vision insurance premiums for Ms. Johnson and any covered dependents for 12 months, or, if earlier, until Ms. Johnson and any covered dependents are covered under similar plans of a new employer. If Ms. Johnson’s termination of employment without cause or resignation for good reason takes place more than three months prior to or more than 12 months following a change in control, Ms. Johnson is entitled to (a) continued salary payments for six months following her termination or resignation, (b) an amount equal to 50% of the lesser of her prior year’s bonus or target bonus, in both (a) and (b), payable in six monthly installments, and (c) the payment of continued health, dental and vision insurance premiums for Ms. Johnson and any covered dependents for six months, or, if earlier, until Ms. Johnson and any covered dependents are covered under similar plans of a new employer.

Bian-Ee Tan

In November 2005, in anticipation of the Acquisition, Avago Technologies (Malaysia) Sdn. Bhd. entered into an employment agreement with Mr. Bian-Ee Tan typical of those entered into with other management employees who would be joining Avago. Mr. Tan’s annual base salary was set at approximately $392,657 (using the January 2008 accounting ratio of 3.3402 Malaysian Ringgits per U.S. Dollar as reported by Bloomberg L.P.). The agreement gave either party the right to terminate employment on one month’s written notice or payment in lieu of notice. Benefits, tax and payroll conditions were determined at the close of the Acquisition. In October 2006, because he would otherwise have had to retire pursuant to company practice, Mr. Tan’s employment was extended through December 2011 on the same terms and conditions.

Bryan Ingram

Avago Technologies U.S. Inc., a wholly-owned subsidiary of the Company, entered into an employment agreement with Bryan Ingram on October 30, 2007, effective as of November 1, 2007. Mr. Ingram’s employment agreement provides that Mr. Ingram will be Avago’s Senior Vice President and General Manager, Wireless Division. Mr. Ingram’s employment agreement entitles him to a base salary of $321,732 per year (as adjusted from time to time) with a target bonus opportunity of 40% of his base salary. Mr. Ingram’s employment agreement also provides for the grant of an option to purchase 179,166 ordinary shares of Parent with 89,583 of the shares subject to the option vesting 20% per year based upon Mr. Ingram’s continued employment with Parent and 89,583 of the shares subject to the option vesting 20% per year based upon attaining specified performance targets, as determined by the Board. Mr. Ingram’s employment agreement provides that he will be eligible to participate in all employee benefit plans made available to Parent’s similarly situated employees.

Mr. Ingram’s employment agreement provides that in the event of the termination of his employment with Avago by Avago without cause, his death or disability, or a resignation by him for good reason prior to November 1, 2009, Parent must provide him with 12 months continued salary payments following such termination or resignation, and the accelerated vesting of options to purchase Parent ordinary shares held by Mr. Ingram which would otherwise have vested had he continued his employment with Avago through November 1, 2009. If Mr. Ingram’s employment is terminated by Avago without cause, because of his death or disability, or he resigns for good reason after November 1, 2009 and within the three months prior to or 12 months following a change in control of Parent, Mr. Ingram is entitled to (a) 12 months continued salary payments, (b) an amount equal to the lesser of his prior year’s bonus or target bonus for the fiscal year in which the termination occurs, and (c) 12 months of accelerated vesting for those options to purchase Parent ordinary shares held by Mr. Ingram which would otherwise vest based solely upon the passage of time and his continued employment. Under the employment agreement, Mr. Ingram must execute, and not revoke, a general release of all claims against Parent and Parent’s affiliates, and any continued salary payments are subject to Mr. Ingram continuing to abide by the noncompetition and nonsolicitation provisions of his employment agreement.

James Stewart

Parent entered into a Separation Agreement with James Stewart on August 16, 2007. The separation agreement provides that Mr. Stewart’s employment with Avago would terminate on December 1, 2007. In connection with the separation agreement, Mr. Stewart received a lump sum cash payment equal to his target bonus for fiscal year 2007. In addition, as of the date of Mr. Stewart’s termination of employment, he held options to purchase 133,333 ordinary shares of Parent for an exercise price of $1.25, which were fully vested and exercisable, and 366,667 ordinary shares of Parent for an exercise price of $5.00 per share, 146,665 of which were vested and exercisable. Of these 146,665 shares, Mr. Stewart was granted 100% vesting on the 36,667 performance options that vested on December 1, 2007. In exchange for the cancellation of all of Mr. Stewart’s options, and pursuant to the terms of the Equity Incentive Plan for Executive Employees, Avago made a lump sum cash payment to Mr. Stewart in an amount equal to $1,961,588, which represents the aggregate fair market value of the ordinary shares subject to the options as of the date of Mr. Stewart’s termination of employment, as determined by Parent’s Board, less the aggregate exercise price of Mr. Stewart’s options. As a condition to Avago making these payments, Mr. Stewart executed a general release of all claims against Parent and Parent’s affiliates on December 2, 2007.

Potential Severance Payments and Benefits Upon Involuntary Termination

The following table reflects the potential payments and benefits to which the NEOs would be entitled under their agreements in the event of an involuntary termination (i.e., termination without cause or resignation for good reason) taking place more than three months prior to or more than 12 months following a change in control of Parent. The amounts presented in the table assume a termination date of October 31, 2007 and that all eligibility requirements contemplated by the NEO’s respective agreements were met.


							Health Benefits
	Cash Severance			Cash Severance			Continuation
	Base Salary ($)			Bonus ($)			Coverage ($)		Total ($)
Hock E. Tan		600,000			600,000					1,200,000
Mercedes Johnson		200,004			130,196			2,585		332,785
Tan, Bian-Ee		(1	)		551,323	(2)				551,323
Bryan Ingram		241,831			250,000			2,430		494,261
James Stewart		216,141			114,821			2,000		332,962


(1)		Termination benefits for senior executives in Malaysia are decided on a case by case basis.

(2)		All sums presented for Mr. Bian-Ee Tan are converted from Malaysian Ringgits using the January 2008 conversion ratio of 3.3402 Ringgits per U.S. Dollar as reported by Bloomberg L.P. Includes $39,602 Malaysian Annual Wage Supplement.

Potential Severance Payments and Benefits Upon Involuntary Termination Following Change in Control

The following table reflects the potential payments and benefits to which the NEOs would be entitled under their employment agreements in the event of an involuntary termination (i.e., termination without cause or resignation for good reason) taking place within the three months prior to or the 12 months following a change in control of Parent. The amounts presented in the table assume a termination date of October 31, 2007 and that all eligibility requirements contemplated by the NEO’s respective agreements were met.


							Unexercsiable		Unexercsiable		Health Benefits
	Cash Severance			Cash Severance			Options that		Options that		Continuation
	Base Salary ($)			Bonus ($)			Vest (#)		Vest ($) (1)		Coverage ($)		Total ($)
Hock E. Tan		1,200,000			1,200,000			235,000		1,226,700				3,626,700
Mercedes Johnson		400,008			260,392			60,000		216,630		5,169		882,199
Tan, Bian-Ee			(2)		551,323	(3)		180,000		939,600				1,490,923
Bryan Ingram		241,831			250,000			38,750		227,275		2,430		721,536
James Stewart		216,141			114,821			36,667		191,400		2,000		524,362


(1)		Represents the difference between the exercise price of each unvested option that is accelerated and $10.22, which the Compensation Committee has determined equals the per share fair market value of our ordinary shares as of October 31, 2007.

(2)		Termination benefits for senior executives in Malaysia are decided on a case by case basis.

(3)		All sums presented for Mr. Bian-Ee Tan are converted from Malaysian Ringgits using the January 2008 conversion ratio of 3.3402 Ringgits per U.S. Dollar as reported by Bloomberg L.P. Includes $39,602 Malaysian Annual Wage Supplement.

Compensation Committee Interlocks and Insider Participation

Messrs. Davidson and Greene are not, and have never been, officers or employees of our company or Parent. None of our executive officers served on the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board of Directors or Parent’s Compensation Committee. Messrs. Davidson and Greene have been designated by Silver Lake and KKR, respectively, to serve on Parent’s Compensation Committee. Messrs. Davidson and Greene are also affiliated with the Silver Lake and KKR entities, respectively, that are parties to our Advisory Agreement with Parent. Please see also “Item 7. Major Shareholders and Related Party Transactions — Certain Relationships and Related Party Transaction, Director Independence.”

Compensation Committee Report

The material in this report is not “soliciting material,” is not deemed “filed” with the Securities and Exchange Commission, and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such.

This report, filed in accordance with Item 407(e)(5) of Regulation S-K, should be read in conjunction with the other information relating to executive compensation which is contained elsewhere in this Form 20-F/A and is not repeated here.

In this context, the Compensation Committee hereby reports as follows:

1. The Compensation Committee has reviewed the Compensation Discussion and Analysis section contained herein with management.

2. Based on the review referred to in paragraph (1) above, the Compensation Committee recommended to our Board of Directors, and our Board of Directors has approved, that the Compensation Discussion and Analysis be included in this Form 20-F/A for filing with the Commission.

Members of the Compensation Committee
James A. Davidson
James H. Greene Jr.

Employees

Please see “Item 4. Information on the Company–Employees” in our Annual Report on Form 20-F filed with the Commission on December 13, 2007.

Share Ownership

Please see “Item 7. Major Shareholders and Related Party Transactions — Certain Relationships and Related Party Transaction, Director Independence.” For a description of Parent’s equity plans, please see “Management—Equity Plans” in our Registration Statement on Form F-4 filed with the Commission on January 8, 2007 (the “Registration Statement”).

Item 7. Major Shareholders and Related Party Transactions

Security Ownership of Certain Benefit Owners and Management and Related Stockholder Matters

All of our outstanding ordinary shares are beneficially owned by Parent (Avago Technologies Limited) through its wholly owned subsidiary, Avago Technologies Holding Pte. Ltd. Parent’s address is No. 1 Yishun Avenue 7, Singapore 768923. The following table sets forth information regarding beneficial ownership of the equity securities of Parent as of January 1, 2008 by:

	•		each person who is known by us to beneficially own more than 5% of the equity securities of Parent;

	•		each of our directors;

	•		each of our named executive officers; and

	•		all of our directors and executive officers as a group.

Beneficial Ownership is determined in accordance with the rules of the Commission and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Ordinary shares of Parent subject to options that are currently exercisable or exercisable within 60 days of January 1, 2008 are deemed to be outstanding and to be beneficially owned by the person holding the options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Percentage ownership is based on 213,822,783 ordinary shares of Parent outstanding on January 1, 2008. Unless otherwise indicated in the table, the address of each party listed in the table is 350 West Trimble Road, San Jose, California 95131.


	Ordinary Shares Beneficially
	Owned (1)
Name and Address of Beneficial Owner	Number		Percent
5% Shareholders
Bali Investments S.àr.l (2) 59, rue de Rollingergrund L-2440 Luxembourg		172,676,402		80.76	%
Seletar Investments Pte. Ltd. 60B Orchard Road #60-18, Tower 2 The Atrium @ Orchard Singapore 238891		22,670,917		10.60	%
Geyser Investment Pte Ltd c/o GIC 168 Robinson Road #37-01 Capital Tower Singapore 068912		15,113,944		7.07	%
Directors and Named Executive Officers
Hock E. Tan (3)		1,111,500		*
Mercedes Johnson (4)		221,850		*
Bian-Ee Tan (5)		1,102,000		*
Bryan Ingram (6)		216,789		*
Dick M. Chang (7)		620,832		*
Adam H. Clammer (8)		80,103,035		37.46	%
James A. Davidson (9)		78,753,338		36.83	%
James Diller, Sr. (10)		170,000		*
James H. Greene Jr. (11)		80,103,035		37.46	%
Kenneth Y. Hao (12)		78,753,338		36.83	%
John R. Joyce (13)		78,753,338		36.83	%
Bock Seng Tan (14)		20,000		*
All 16 directors and executive officers as a group(15)		162,701,621		76.09	%


*		Represents beneficial ownership of less than 1%.


(1)		Shares shown in the table above includes shares held in the beneficial owner’s name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner’s account.

(2)		Bali Investments S.àr.l. is a Luxembourg corporation, the shareholders of which include overseas investment funds affiliated with KKR and Silver Lake. As of January 1, 2008, the total number of ordinary shares of Avago Technologies Limited that are deemed held indirectly by (a) the KKR funds through Bali Investments S.àr.l. was 80,083,035, or 37.4% of the total ordinary shares outstanding, and (b) by the Silver Lake funds through Bali Investments S.àr.l. was 78,733,338, or 36.8% of the total ordinary shares outstanding, in each case based on the ownership interests of such entities in Bali Investments S.àr.l.

		Shares deemed held indirectly by the KKR funds include (a) 17,782,701 shares held by KKR Millennium Fund (Overseas), Limited Partnership (“KKR Millennium Overseas Fund”), the general partner of which is KKR Associates Millennium (Overseas), Limited Partnership, the general partner of which is KKR Millennium Limited, (b) 35,407,740 shares held by KKR European Fund, Limited Partnership (“KKR Europe”), the general partner of which is KKR Associates Europe, Limited Partnership, the general partner of which is KKR Europe Limited, (c) 23,748,545 shares held by KKR European Fund II, Limited Partnership (“KKR Europe II”), the general partner of which is KKR Associates Europe II, Limited Partnership, the general partner of which is KKR Europe II Limited, and (d) 3,144,049 shares held by KKR Partners (International), Limited Partnership (“KKR International,” together with KKR Millennium Overseas Fund, KKR Europe and KKR Europe II, the “KKR Funds”), the general partner of which is KKR 1996 Overseas, Limited. Messrs. Henry R. Kravis, George R. Roberts, James H. Greene, Jr., Paul E. Raether, Michael W. Michelson, Perry Golkin, Johannes P. Huth, Todd A. Fisher, Alexander Navab, Marc Lipschultz, Jacques Garaialde and Reinhard Gorenflos, as shareholders of one or more of KKR Millennium Limited, KKR Europe Limited, KKR Europe II Limited, and KKR 1996 Overseas Limited, may be deemed to share beneficial ownership of any shares beneficially owned by the KKR Funds, respectively, but disclaim such beneficial ownership except to the extent of their pecuniary interest therein. The above referenced shares are indirectly owned through the KKR Funds’ investments in Bali Investments S.àr.l., which directly holds shares in Avago Technologies Limited. The address of each of the KKR Funds is Suite 500, 603 - 7th Avenue S.W., Calgary, Canada.

		Shares deemed held indirectly by the Silver Lake funds include (a) 78,510,144 shares held by Silver Lake Partners II Cayman, L.P. (“Silver Lake II”), the general partner of which is Silver Lake Technology Associate II Cayman, L.P., the general partner of which is Silver Lake (Offshore) AIV GP II, Ltd., and (b) 223,194 shares held by Silver Lake Technology Investors II Cayman, L.P. (“Silver Lake Technology II” and, together with Silver Lake II, the “Silver Lake Funds”), the general partner of which is Silver Lake (Offshore) AIV GP II, Ltd. Messrs. James A. Davidson, Glenn H. Hutchins, David J. Roux, Alan K. Austin, John R. Joyce, Michael J. Bingle, Egon Durban, Greg Mondre and Kenneth Y. Hao, as Directors of Silver Lake (Offshore) AIV GP II, Ltd., may be deemed to share beneficial ownership of any shares beneficially owned by the Silver Lake Funds, but disclaim such beneficial ownership except to the extent of their pecuniary interest therein. The above referenced shares are indirectly owned through the Silver Lake Funds’ investments in Bali Investments S.àr.l., which directly holds shares in Avago Technologies Limited. The address of each of the Silver Lake Funds is Walker House, PO Box 908GT, Mary Street, George Town, Grand Cayman, Cayman Islands.


(3)		Shares shown in the table above includes 911,500 shares that Mr. Tan has the right to acquire within 60 days after January 1, 2008 upon the exercise of share options.

(4)		Shares shown in the table above includes 161,850 shares that Ms. Johnson has the right to acquire within 60 days after January 1, 2008 upon the exercise of share options.

(5)		Shares shown in the table above includes 702,000 shares that Mr. Tan has the right to acquire within 60 days after January 1, 2008 upon the exercise of share options.

(6)		Shares shown in the table above includes 191,789 shares that Mr. Ingram has the right to acquire within 60 days after January 1, 2008 upon the exercise of share options.

(7)		Shares shown in the table above includes 620,832 shares that Mr. Chang has the right to acquire within 60 days after January 1, 2008 upon the exercise of share options.

(8)		Mr. Clammer is an interest holder in the general partners of the KKR Funds. Amounts disclosed for Mr. Clammer include shares beneficially owned by the KKR Funds. Mr. Clammer disclaims beneficial ownership of any shares owned directly or indirectly by the KKR Funds, except to the extent of his pecuniary interest therein. Shares shown in the table above includes 20,000 shares that Mr. Clammer has the right to acquire within 60 days after January 1, 2008 upon the exercise of share options.

(9)		Mr. Davidson is a Director of Silver Lake (Offshore) AIV GP II, Ltd. Amounts disclosed for Mr. Davidson include shares beneficially owned by the Silver Lake Funds. Mr. Davidson disclaims beneficial ownership of any shares owned directly or indirectly by the Silver Lake Funds, except to the extent of his pecuniary interest therein. Shares shown in the table above includes 20,000 shares that Mr. Davidson has the right to acquire within 60 days after January 1, 2008 upon the exercise of share options.

(10)		Shares shown in the table above includes 20,000 shares that Mr. Diller has the right to acquire within 60 days after January 1, 2008 upon the exercise of share options.

(11)		Mr. Greene is an interest holder in the general partners of the KKR Funds. Amounts disclosed for Mr. Greene include shares beneficially owned by the KKR Funds. Mr. Greene disclaims beneficial ownership of any shares owned directly or indirectly by the KKR Funds, except to the extent of his pecuniary interest therein. Shares shown in the table above includes 20,000 shares that Mr. Greene has the right to acquire within 60 days after January 1, 2008 upon the exercise of share options.

(12)		Mr. Hao is a Director of Silver Lake (Offshore) AIV GP II, Ltd. Amounts disclosed for Mr. Hao include shares beneficially owned by the Silver Lake Funds. Mr. Hao disclaims beneficial ownership of any shares owned directly or indirectly by the Silver Lake Funds, except to the extent of his pecuniary interest therein. Shares shown in the table above includes 20,000 shares that Mr. Hao has the right to acquire within 60 days after January 1, 2008 upon the exercise of share options.

(13)		Mr. Joyce is a Director of Silver Lake (Offshore) AIV GP II, Ltd. Amounts disclosed for Mr. Joyce include shares beneficially owned by the Silver Lake Funds. Mr. Joyce disclaims beneficial ownership of any shares owned directly or indirectly by the Silver Lake Funds, except to the extent of his pecuniary interest therein. Shares shown in the table above includes 20,000 shares that Mr. Joyce has the right to acquire within 60 days after January 1, 2008 upon the exercise of share options.

(14)		Shares shown in the table above includes 20,000 shares that Mr. Tan has the right to acquire within 60 days after January 1, 2008 upon the exercise of share options.

(15)		Shares shown in the table above includes 3,003,952 shares that directors and officers have the right to acquire within 60 days after January 1, 2008 upon the exercise of share options.

As of October 31, 2007, 960,702 ordinary shares of Parent, representing 0.45% of Parent’s outstanding shares, were held by a total of 27 holders of record with addresses in the United States.

Equity Compensation Plan Information

The following table provides certain information about Parent’s ordinary shares that may be issued under Parent’s equity compensation plans as of October 31, 2007. All of Parent’s equity compensation plans have been approved by Parent’s shareholders.

Number of securities remaining

Weighted-average

available for future issuance

Ordinary shares to be issued

exercise price of

under equity compensation plans

upon exercise of outstanding

outstanding options,

(excluding securities reflected in

options, warrants and rights

warrants and rights

column (a))

Plan Category

(a)

(b)

(c)

Equity compensation plans approved by Parent shareholders (1)

20,280,863

6.07

5,881,617


(1)		Includes options to purchase Parent ordinary shares under the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries, as amended and the Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries, as amended.

Certain Relationships and Related Party Transaction, Director Independence

Since November 1, 2006, there has not been, nor is there any proposed transaction where the Company was or will be a party in which the amount involved exceeded or will exceed $120,000 and in which any director, executive officer, holder of more than 5% of any class of Parent’s voting securities, or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than as set forth below and the compensation, employment and other agreements and transactions which are described in “Item 6. Directors, Senior Management and Employees.”

Shareholder Agreement

Investors (the “Equity Investors”) invested approximately $1,300 million in our business as part of the Acquisition. In connection with the closing of the Acquisition, Parent entered into a Shareholder Agreement with the Equity Investors, other than members of management, who are party to separate agreements. The Shareholders Agreement was amended in February 2006.

Board Composition. The Shareholder Agreement provides that Parent’s Board of Directors shall be comprised as follows:

	•		three designees of KKR for so long as KKR and its affiliates either continue to own, directly or indirectly, at least 24% of Parent’s outstanding ordinary shares or have not transferred any shares to an unaffiliated third party, provided that KKR has the right to designate two directors for so long as KKR and its affiliates continue to own, directly or indirectly, at least 15% of Parent’s outstanding ordinary shares and one director for so long as KKR and its affiliates continue to own, directly or indirectly, at least 5% of Parent’s outstanding ordinary shares;

	•		three designees of Silver Lake for so long as Silver Lake and its affiliates either continue to own, directly or indirectly, at least 24% of Parent’s outstanding ordinary shares or have not transferred any shares to an unaffiliated third party, provided that Silver Lake has the right to designate two directors for so long as Silver Lake and its affiliates continue to own, directly or indirectly, at least 15% of Parent’s outstanding ordinary shares and one director for so long as Silver Lake and its affiliates continue to own, directly or indirectly, at least 5% of Parent’s outstanding ordinary shares;

	•		one designee of Seletar Investments Pte. Ltd., an affiliate of Temasek Capital (Private) Limited (“Seletar”), so long as it either continues to own, directly or indirectly, 2.5% of Parent’s outstanding shares and has not sold any of its shares, or continues to own, directly or indirectly, 5% of Parent’s outstanding shares;

	•		Parent’s Chief Executive Officer; and

	•		two directors mutually agreeable to the Sponsors (KKR and Silver Lake).

Each of KKR, Silver Lake and Seletar has the right to remove and replace its director-designees at any time and for any reason and to fill any vacancies otherwise resulting in such director positions. If the number of directors that an Equity Investor is entitled to designate is reduced, any vacant seats on our Board of Directors will be filled by the Board of Directors acting in accordance with its nomination and governance procedures. The composition of our Board of Directors conforms to that of Parent.

Sponsor Approval. The Shareholder Agreement provides that the following actions by Parent or any of its subsidiaries require approval of the Sponsors:

	•		changing the size or composition of Parent’s Board of Directors;

	•		amending, modifying or waiving any provision of Parent’s memorandum of association or articles of association;

	•		undertaking any share split, reverse stock split, recapitalization, exchange or any other combination in any manner of Parent’s equity securities in connection with which any Equity Investor would receive more than a de minimis amount of cash in lieu of fractional shares;

	•		entering into a change of control transaction;

	•		acquiring or disposing of assets or entering into joint ventures with a value in excess of $25 million;

	•		undertaking an initial public offering;

	•		issuing any equity securities or derivative equity securities, other than pursuant to employee benefit and incentive plans approved by the Sponsors;

	•		repurchasing or redeeming any equity securities, other than from employees pursuant to arrangements approved by Parent’s Board of Directors;

	•		declaring or paying any dividend or distributions to equityholders, other than payments by wholly owned subsidiaries;

	•		creating or materially amending any material employee benefit or incentive compensation plan;

	•		incurring indebtedness in excess of $25 million;

	•		filing for voluntary liquidation, dissolution, receivership, bankruptcy or similar insolvency proceeding;

	•		entering into transactions outside of the ordinary course of business or that are reasonably likely to require expenditures or generate proceeds in excess of $10 million;

	•		hiring or firing the Chief Executive Officer or any other member of senior management, or approving the compensation arrangements of any of them;

	•		commencing any litigation, dispute or claim involving amounts in dispute in excess of $5 million, or settling any litigation, dispute or claim for a payment or payments, or discounts on products or services, in excess of $5 million, whether pursuant to a license or otherwise, or which restrict the business of Parent or its subsidiaries in any material manner;

	•		entering into certain transactions with the Sponsors or any of their affiliates;

	•		approving or modifying annual operating budgets or capital expenditure budgets;

	•		making material changes in the nature of the business of Parent or its subsidiaries;

	•		replacing or removing independent auditors; and

	•		amending, waiving or otherwise modifying certain shareholders agreements.

Mr. Michael Marks, a director designated by KKR, resigned from Parent’s Board of Directors effective July 31, 2007. The Sponsors consented to Parent’s Board of Directors’ appointment of Mr. Macleod and Ms. Lien to the Board of Directors in November 2007. Ms. Lien resigned in January 2008 for personal reasons.

Co-Investor Protections. The Shareholder Agreement provides that, other than actions specifically set forth therein, Parent will not take any action in respect of any class of its shares that has a materially disproportionate

effect on the specified Co-Investors of such class of shares, as compared to the Sponsors, in their capacity as shareholders, without first obtaining the prior written consent of the Co-Investors holding a majority of such class of shares then held by the Co-Investors.

Preemptive Rights. The Shareholder Agreement provides that, until the earlier of a change of control transaction or initial public offering, the Sponsors and certain Co-Investors will have a pro rata preemptive right to acquire equity securities issued by Parent or any subsidiary, subject to customary exceptions, including issuances:

	•		pursuant to the exchange, conversion, or exercise terms of other equity or debt securities;

	•		to employees, directors or consultants;

	•		in connection with any acquisition, business combination or joint venture approved by the Sponsors;

	•		in connection with an initial public offering;

	•		in connection with any proportional stock split, stock dividend or stock recapitalization;

	•		which take the form of “equity kickers” in debt financing transactions;

	•		by a wholly owned subsidiary company to Parent or Holdings or another subsidiary of Parent or Holdings; or

	•		for which the Sponsors have waived the preemptive rights.

Transfer Restrictions. Neither KKR nor Silver Lake may transfer its shares prior to an initial public offering, or within 2 years after our initial public offering, without the approval of the other Sponsor, subject to certain permitted transfers. No Co-Investor may transfer its shares without the approval of the Sponsors, except (i) to permitted transferees and (ii) if either Sponsor has reduced the number of shares it holds relative to the number of shares initially held by it, each Co-Investor may sell up to the number of shares as would cause such Co-Investor to reduce the number of shares it holds in the same proportion as that of such Sponsor. These transfer restrictions will terminate upon a change of control transaction unless terminated earlier by the Sponsors.

Right of First Refusal. Prior to making any permitted transfer of shares (other than certain customary permitted transfers and transfers effected in an initial public offering), any prospective selling Co-Investor is required to provide written notice to Parent and each Sponsor setting forth the terms of such proposed transfer. Parent may purchase any number of shares at the price and on the terms set forth in such notice. If there are any shares remaining after Parent has exercised its right of first refusal, the Sponsors may purchase any remaining shares, with each Sponsor entitled to purchase at least its pro rata portion of such remaining shares, at the price and on the other terms set forth in such notice. If Parent and/or the Sponsors do not offer to purchase 100% of the shares proposed to be transferred by the prospective selling Co-Investor, such Co-Investor may (a) accept the offers of Parent and the Sponsors and sell any remaining shares to a third-party purchaser or (b) if the third-party purchaser is unwilling to purchase less than all of such shares, sell all of such shares to such third-party purchaser, in each case on terms that are no less favorable than the terms offered to Parent and the Sponsors. This right of first refusal will terminate upon the earlier to occur of a change of control transaction or an initial public offering.

Tag Along Right. Prior to making any transfer of shares (other than certain customary permitted transfers, transfers in connection with sales pursuant to the Registration Rights Agreement, transfers pursuant to Rule 144 and certain distributions and charitable contributions), any prospective selling Sponsor must provide written notice to each Co-Investor setting forth the terms of such proposed transfer. Each Co-Investor may elect to sell up to its pro rata portion of the shares (based upon the ownership of such shares by the transferring Sponsor and all persons entitled to participate in such transfer) to be sold in such transfer. This tag along right will terminate upon a change of control transaction unless terminated earlier by the Sponsors.

Drag Along Right. If the Sponsors approve a change of control transaction, each Co-Investor will be required to vote in favor of and not oppose such transaction and, if structured as a sale of shares, sell its shares to a prospective buyer on the same terms that are applicable to the Sponsors. This drag along right will terminate upon a change of control transaction.

Advisory Agreement

In connection with the closing of the Acquisition, our Parent and our indirect subsidiary Avago Technologies International Sales Pte. Limited, a Singapore private limited company, entered into an Advisory Agreement with KKR and Silver Lake, pursuant to which Parent retained KKR and Silver Lake to provide general executive, management and other services as mutually agreed by Parent and KKR and Silver Lake, for which Parent pays each of them advisory fees of $625,000 per quarter, which is subject to a 5% increase each fiscal year during the agreement’s term (beginning in December 2005) and reimburses them for their out-of-pocket expenses. For the year ended October 31, 2007, we recorded $5 million of expenses in connection with the Advisory Agreement.

In connection with the closing of the Acquisition, Parent paid each of KKR and Silver Lake an advisory fee of $18 million for services provided to us in evaluating, negotiating, documenting, financing and closing the Acquisition. In connection with the closing of any subsequent change of control transaction, acquisition, disposition or divestiture, spin-off, split-off or financing completed during the term of the Advisory Agreement (or after if contemplated during the term) in each case with an aggregate value in excess of $25 million, we will pay each of KKR and Silver Lake a fee of 0.5% based on the aggregate value of such transaction. In connection with the closing of the sale of our storage business and the printer ASICs business, we paid each of KKR and Silver Lake $3.0 million and $3.0 million, respectively. For the sale of our image sensor business, we paid less than $1 million to the Sponsors.

The Advisory Agreement has a 12-year term that is automatically extended on an annual basis. We may terminate the Advisory Agreement in connection with a change of control transaction or an initial public offering. In the event the Advisory Agreement is terminated, we will be required to pay all unpaid fees through the date of termination plus the net present value of unpaid quarterly fees for the remainder of the term.

Indemnification; Costs and Fees

Parent provides customary indemnification to the Equity Investors for liabilities arising from their ownership of shares of Parent and from the Acquisition. Parent will pay all reasonable fees and expenses incurred by the Equity Investors from and after the closing of the Acquisition in connection with the Equity Investors’ enforcement of their rights under the Shareholder Agreement, registration rights agreement and Articles of Association.

Parent has entered into indemnity agreements with all directors and executive officers of the Company. The indemnity agreement provides, among other things, that the Company will indemnify such officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as a director, officer or other agent of the Company, subject to and to the fullest extent permitted under the Singapore Company Act, as amended, and Parent’s Memorandum and Articles of Association.

Other Relationships

In connection with the Acquisition, we entered into a management consulting agreement for post-acquisition support activities with Capstone Consulting (“Capstone”), a consulting company affiliated with KKR. Under this agreement, we paid $1 million to Capstone during the year ended October 31, 2006. An affiliate of Capstone has been granted options to purchase 800,000 ordinary shares of Parent with an exercise price of $5 per share. One half of these options vests over four years, and the other half vests upon the achievement of certain company financial performance metrics defined in the Share Option Agreement, dated February 3, 2006. These options are subject to variable accounting and we recorded a charge of $1 million and $2 million for the years ended October 31, 2007 and 2006, respectively, related to the issuance of these options.

Investment funds affiliated with Silver Lake are investors in Flextronics International Ltd., a Singapore limited company (“Flextronics”), and Mr. Davidson, a director, also serves as a director of Flextronics. Agilent sold its Camera Module Business to Flextronics in February 2005. In the ordinary course of business, we continue to sell to Flextronics, which in the year ended October 31, 2007 accounted for $144 million of net revenue from continuing operations and the trade accounts receivable due from Flextronics as of October 31, 2007 was $23 million. Flextronics continues to pay the deferred purchase price in connection with its acquisition of the Camera Module Business at the rate of $1 million per quarter.

Mr. Joyce, a director, also serves as a director of Hewlett-Packard Company effective July 2007. In the ordinary course of business, we continue to sell to Hewlett-Packard Company, which in the year ended October 31, 2007 accounted for $20 million of net revenue from continuing operations and trade accounts receivable due from Hewlett-Packard Company as of October 31, 2007 was $7 million. We also use Hewlett-Packard Company as a service provider for information technology services. For the year ended October 31, 2007, operating expenses include $35 million for purchases made from Hewlett-Packard Company.

Ms. Mercedes Johnson, our Senior Vice President, Finance and Chief Financial Officer, is a director of Micron Technology, Inc. (“Micron”). In December 2006, we completed the sale of our image sensor business to Micron. Ms. Mercedes Johnson recused herself from all deliberations of the board of directors of Micron concerning this transaction.

All executive officers and certain key employees have executed a Management Shareholders Agreement with Parent and Bali Investments S.àr.l. Please see “Management — Equity Plans — Management Shareholders Agreement” in our Registration Statement.

Procedures for Approval of Related Person Transactions

As provided by Parent’s written Audit Committee Charter, the Audit Committee must review all related party transactions required to be disclosed in the Company’s financial statements, and approve any such related party transaction, unless the transaction is approved by another independent committee of the Board of Directors. Parent’s written Code of Ethics and Business Conduct requires that directors, officers and employees make appropriate disclosure of potential conflicts of interest situations to the Audit Committee, in the case of directors and officers, and the supervisor who will then seek authorization from the compliance officer, in the case of employees.

Director Independence

Among the current members of the Board of Directors, the Board of Directors has determined that Mr. Macleod, Mr. Diller and Mr. B.S. Tan are “independent” as that term is defined in Rule 4200 of the listing standards of the National Association of Securities Dealers. In making this determination, the Board of Directors considered transactions and relationships between each director or his immediate family and the Company and its subsidiaries. The purpose of this review was to determine whether any such relationships or transactions were material and, therefore, inconsistent with a determination that the director is independent.

PART II

Item 16A. Audit Committee Financial Expert

The Board has determined that Mr. Macleod qualifies as an “audit committee financial expert” within the meaning of regulations adopted by the Commission by virtue of his relevant experience listed in his biographical information provided herein. Mr. Macleod is “independent” as that term is defined in Rule 4200 of the listing standards of The NASDAQ Stock Market.

Item 16B. Code of Ethics

The Parent’s Board of Directors adopted a Code of Ethics and Business Conduct on May 30, 2006. The Code of Ethics and Business Conduct is applicable to all members of the Board of Directors, executive officers and employees, including the Company’s chief executive officer, chief financial officer and principal accounting officer. The Code of Ethics and Business Conduct is available on the Company’s Investor Relations website (www.avagotech.com/investor_comms) under “Code of Ethics.” The Code of Ethics and Business Conduct addresses, among other things, issues relating to conflicts of interests, including internal reporting of violations and disclosures, and compliance with applicable laws, rules and regulations. The purpose of the Code of Ethics and Business Conduct is to deter wrongdoing and to promote, among other things, honest and ethical conduct and to ensure to the greatest possible extent that the Company’s business is conducted in a legal and ethical manner. The Company intends to promptly disclose (1) the nature of any amendment to the Company’s code of ethics that applies to executive officers and (2) the nature of any waiver, including an implicit waiver, from a provision of the Company’s code of ethics that is granted to one of these specified officers, the name of such person who is granted the waiver and the date of the waiver on the Company’s website in the future.

Item 16C. Principal Accountant Fees and Services

PricewaterhouseCoopers LLP was our independent registered public accounting firm in fiscal year 2006 and 2007.


	Year Ended
	October 31,
	2007		2006
	(in thousands)
Audit fees (1)	$	1,980	$	3,910
Audit-related fees (2)		60		1,834
Tax fees		0		0
Other fees (3)		3		3

Total	$	2,043	$	5,747


(1)		Audit fees: Audit fees consist of fees for professional services rendered for the audit of the Company’s consolidated annual financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided in connection with statutory and regulatory filings or engagements. For the fiscal year ended October 31, 2007, audit fees consist of fees for annual and statutory audits, and quarterly reviews of financial statements for fiscal year 2007; for the fiscal year ended October 31, 2006, audit fees consist of fees for annual and statutory audits for fiscal year 2006, quarterly reviews of financial statements for fiscal year 2006 and fees related to our registration statement on Form F-4 for the periods ended July 31, 2006 and October 31, 2006.

(2)		Audit-related fees: Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements but are not reported under “Audit Fees.” Such fees include, among other things, fees related to acquisitions, divestitures, debt offering, employee benefit plan audits and certain other consultations concerning financial accounting and reporting standards.


(3)		Other fees: Other fees consist of fees related to the license for specialized accounting research software.

In considering the nature of the services provided by PricewaterhouseCoopers LLP, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with PricewaterhouseCoopers LLP and Company management to determine that they are permitted under the rules and regulation concerning auditor independence promulgated by the Commission to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.

The services performed by PricewaterhouseCoopers LLP in 2006 and 2007 were pre-approved in accordance with the requirements of the Audit Committee’s pre-approval policy described below.

Except as stated above, there were no other fees billed by PricewaterhouseCoopers LLP for 2006 and 2007. The Audit Committee considers the provision of these services to be compatible with maintaining the independence of the Company’s independent auditors. None of the fees paid to the independent auditors under the categories Audit-Related Fees and Tax Fees described above were approved by the Audit Committee after services were rendered pursuant to the de minimus exception established by the Commission.

Audit Committee Pre-Approval Policies

Parent’s Audit Committee is responsible for selecting the independent registered public accounting firm to be employed by us to audit our financial statements, subject to approval by our shareholders for appointment. The Audit Committee also assumes responsibility for the retention, compensation, oversight and termination of any independent auditor employed by us. We have adopted a policy (the “Policy”), which was approved in advance by the Audit Committee, for the pre-approval of audit and permissible non-audit services provided by our independent auditors (PricewaterhouseCoopers LLP). The Policy defines those audit-related services eligible to be approved by the Audit Committee.

All engagements with the external auditors, regardless of amount, must be authorized in advance by the Audit Committee pursuant to the Policy and its pre-approval authorization or otherwise.

The independent auditors submit a proposal for audit-related services to the Audit Committee on a regular basis in order to obtain prior authorization for the amount and scope of the services. The independent auditors must state in the proposal that none of the proposed services affect their independence. The proposal must be endorsed by the office of our CFO with an explanation of why the service is needed, the reason for sourcing it to the audit firm and validation of the amount of fees requested.

We do not intend to retain our independent auditors for permissible non-audit services other than by exception and within a limited amount of fees, and the Policy provides that such services must be explicitly authorized by the Audit Committee.

The Vice President and Corporate Controller is responsible for monitoring that actual fees comply with the pre-approval amount and scope authorized by the Audit Committee. During fiscal years 2007 and 2006, all services provided to us by PricewaterhouseCoopers LLP were approved by the Audit Committee pursuant to paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X.

PART III

Item 19. Exhibits

(a)(3)

Index to Exhibits


1.1		Memorandum and Articles of Association of Avago Technologies Finance Pte. Ltd. (1)

2.1		Indenture, dated December 1, 2005, among Avago Technologies Finance Pte. Ltd., Avago Technologies U.S. Inc., Avago Technologies Wireless (U.S.A.) Manufacturing Inc., Guarantors named therein and The Bank of New York, as Trustee, governing the 10 ¹ /8% Senior Notes and Senior Floating Rate Notes. (1)

2.2		Indenture, dated December 1, 2005, among Avago Technologies Finance Pte. Ltd., Avago Technologies U.S. Inc., Avago Technologies Wireless (U.S.A.) Manufacturing Inc., Guarantors named therein and The Bank of New York, as Trustee, governing the 11 ⁷ /8% Senior Subordinated Notes. (1)

4.1		Asset Purchase Agreement, dated August 14, 2005, between Agilent Technologies, Inc. and Argos Acquisition Pte. Ltd. (incorporated herein by reference to the Exhibits filed with Agilent Technologies, Inc. Current Report on Form 8-K dated August 12, 2005 and filed August 15, 2005 (Commission File No. 001-15405)). (1)

4.2		Sublease Agreement, dated December 1, 2005, between Agilent Technologies Singapore Pte. Ltd. and Avago Technologies Manufacturing (Singapore) Pte. Ltd., relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923. (1)

4.3		Lease No.I/33183P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 1935X of Mukim 19, dated September 26, 2000, and includes the Variation of Lease I/49501Q registered January 15, 2002, relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923. (1)

4.4		Lease No.I/31607P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 1937C of Mukim 19, dated September 26, 2000, and includes the Variation of Lease I/49499Q registered January 15, 2002, relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923. (1)

4.5		Lease No.I/33182P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 2134N of Mukim 19, dated September 26, 2000, and includes the Variation of Lease I/49500Q registered January 15, 2002, relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923. (1)

4.6		Lease No.I/33160P issued by Singapore Housing and Development Board to Compaq Asia Pte Ltd in respect of the land and structures comprised in Lot 1975P of Mukim 19, dated September 26, 2000, and includes the Variation of Lease I/49502Q registered January 15, 2002, relating to Avago’s facility at 1 Yishun Avenue 7, Singapore 768923. (1)

4.7		Tenancy Agreement, dated October 24, 2005, between Agilent Technologies (Malaysia) Sdn. Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.), relating to Avago’s facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia. (1)

4.8		Supplemental Agreement to Tenancy Agreement, dated December 1, 2005, between Agilent Technologies (Malaysia) Sdn. Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.), relating to Avago’s facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia. (1)

4.9		Subdivision and Use Agreement, dated December 1, 2005, between Agilent Technologies (Malaysia) Sdn. Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.), relating to Avago’s facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia. (1)

4.10		Sale and Purchase Agreement, dated December 1, 2005, between Agilent Technologies (Malaysia) Sdn. Bhd. and Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.), relating to Avago’s facility at Bayan Lepas Free Industrial Zone, 11900 Penang, Malaysia. (1)

4.11		Lease Agreement, dated December 1, 2005, between Agilent Technologies, Inc. and Avago Technologies U.S. Inc., relating to Avago’s facility at 350 West Trimble Road, San Jose, California 95131. (1)

4.12		First Amendment to Lease Agreement (Building 90) and Service Level Agreement, dated January 10, 2007, between Avago Technologies U.S. Inc. and Lumileds Lighting B.V. relating to Avago’s facilities at 350 West Trimble Road, San Jose, California 95131. (2)

4.13		Credit Agreement, dated December 1, 2005, among Avago Technologies Finance Pte. Ltd., Avago


		Technologies Finance S.àr.l., Avago Technologies (Malaysia) Sdn. Bhd. (f/k/a Jumbo Portfolio Sdn. Bhd.), Avago Technologies Wireless (U.S.A.) Manufacturing Inc. and Avago Technologies U.S. Inc., as borrowers, Avago Technologies Holding Pte. Ltd., each lender from time to time parties thereto, Citicorp International Limited (Hong Kong), as Asian Administrative Agent, Citicorp North America, Inc., as Tranche B-1 Term Loan Administrative Agent and as Collateral Agent, Citigroup Global Markets Inc., as Joint Lead Arranger and Joint Lead Bookrunner, Lehman Brothers Inc., as Joint Lead Arranger, Joint Lead Bookrunner and Syndication Agent, and Credit Suisse, as Documentation Agent (“Credit Agreement”). (1)

4.14		Amendment No. 1 to Credit Agreement, dated December 23, 2005. (1)

4.15		Amendment No. 2, Consent and Waiver under Credit Agreement, date April 16, 2006. (1)

4.16		Amendment No. 3 to Credit Agreement, dated October 8, 2007. (3)

4.17		Guarantee, dated December 1, 2005, among the subsidiaries signatory thereto in favor of Citicorp North America, Inc., as Collateral Agent (“Guarantee”). (1)

4.18		Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries (Amended and Restated Effective as of February 25, 2008). (6)

4.19		Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries (Amended and Restated Effective February 25, 2008). (6)

4.20		Form of Management Shareholders Agreement. (1)

4.21		Form of Nonqualified Share Option Agreement Under the Amended and Restated Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries for U.S. employees. (1)

4.22		Form of Nonqualified Share Option Agreement Under the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries for employees in Singapore. (1)

4.23		Form of Nonqualified Share Option Agreement Under the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries for U.S. employees granted rollover options. (1)

4.24		Form of Nonqualified Share Option Agreement Under the Amended and Restated Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries for U.S. non-employee directors. (1)

4.25		Form of Nonqualified Share Option Agreement Under the Amended and Restated Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries for non-employee directors in Singapore. (1)

4.26		Offer Letter Agreement, dated March 28, 2006, between Avago Technologies Limited and Hock E. Tan. (1)

4.27		Severance Benefits Agreement, dated June 14, 2006, between Avago Technologies Limited and Mercedes Johnson. (1)

4.28		Separation Agreement, dated as of January 31, 2007, between Avago Technologies Limited and Dick Chang. (4)

4.29		Separation Agreement, dated August 16, 2007, between Avago Technologies Limited and James Stewart. (6)

4.30		Employment Agreement, dated October 30, 2007, between Avago Technologies U.S. Inc. and Fariba Danesh. (6)

4.31		Employment Agreement, dated October 30, 2007, between Avago Technologies U.S. Inc. and Bryan Ingram. (6)

4.32		Offer Letter Agreement, dated March 20, 2007, between Avago Technologies and Patricia McCall (6)

4.33		Offer Letter Agreement, dated November 7, 2005, between Avago Technologies (Malaysia) Sdn. Bhd. and Tan Bian Ee, and Extension of Employment Letter Agreement, dated October 10, 2006, between Avago Technologies (Malaysia) Sdn. Bhd. and Tan Bian Ee. (6)

4.34		Form of indemnification agreement between Avago and each of its directors. (6)

4.35		Form of indemnification agreement between Avago and each of its officers. (6)

4.36		Amended and Restated Shareholder’s Agreement, dated February 3, 2006, Avago Technologies Limited, Silver Lake Partners II Cayman, L.P., Silver Lake Technology Investors II Cayman, L.P., Integral Capital Partners VII, L.P., KKR Millennium Fund (Overseas), Limited Partnership, KKR European Fund, Limited Partnership, KKR European Fund II, Limited Partnership, KKR Partners (International), Limited Partnership, Capstone Equity Investors LLC, Avago Investment Partners, Limited Partnership, Bali Investments S.àr.l., Seletar Investments Pte. Ltd., Geyser Investment Pte Ltd and certain other Persons. (1)

4.37		Registration Rights Agreement, dated December 1, 2005, among Avago Technologies Limited, Silver Lake Partners II Cayman, L.P., Silver Lake Technology Investors II Cayman, L.P., Integral Capital Partners VII, L.P., KKR Millennium Fund (Overseas), Limited Partnership, KKR European Fund, Limited Partnership, KKR European Fund II, Limited Partnership, KKR Partners (International), Limited Partnership, Capstone


		Equity Investors LLC, Avago Investment Partners, Limited Partnership, Bali Investments S.àr.l., Seletar Investments Pte. Ltd., Geyser Investment Pte Ltd and certain other Persons. (1)

4.38		Advisory Agreement, dated December 1, 2005, among Avago Technologies Limited, Avago Technologies International Sales Pte. Limited, Kohlberg Kravis Roberts & Co., L.P. and Silver Lake Management Company, LLC. (1)

4.39		Purchase and Sale Agreement, dated October 28, 2005, among Avago Technologies Pte. Limited, Avago Technologies Storage Holding (Labuan) Corporation, other sellers, PMC-Sierra, Inc. and Palau Acquisition Corporation (“PMC Purchase and Sale Agreement”) (incorporated herein by reference to the Exhibits filed with PMC-Sierra, Inc. Current Report on Form 8-K dated October 28, 2005 and filed November 3, 2005 (Commission File No. 001-19084)). (1)

4.40		Amendment to PMC Purchase and Sale Agreement, dated March 1, 2006. (1)

4.41		Purchase and Sale Agreement, dated February 17, 2006, among Avago Technologies Limited, Avago Technologies Imaging Holding (Labuan) Corporation, other sellers, Marvell Technology Group Ltd. and Marvell International Technology Ltd. (“Marvell Purchase and Sale Agreement”) (incorporated herein by reference to the Exhibits filed with Marvell Technology Group Ltd. Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed on April 13, 2006 (Commission File No. 000-30877)). (1)

4.42		Amendment No. 1 to Marvell Purchase and Sale Agreement, dated April 11, 2006 (incorporated herein by reference to the Exhibits filed with Marvell Technology Group Ltd. Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed on April 13, 2006 (Commission File No. 000-30877)). (1)

8.1		List of Subsidiaries. (5)

12.1		Certifications of Chief Executive Officer Under Section 302 of the Sarbanes-Oxley Act of 2002. (6)

12.2		Certifications of Chief Financial Officer Under Section 302 of the Sarbanes-Oxley Act of 2002. (6)

13.1		Certifications of Chief Executive Officer Under Section 906 of the Sarbanes-Oxley Act of 2002. (6)

13.2		Certifications of Chief Financial Officer Under Section 906 of the Sarbanes-Oxley Act of 2002. (6)


Notes:

(1)		Previously filed as an exhibit to our Registration Statement on Form F-4 (File No. 333-137664) filed on January 8, 2007 and incorporated herein by reference.

(2)		Previously filed as an exhibit to our Form 6-K filed on March 15, 2007 and incorporated herein by reference.

(3)		Previously filed as an exhibit to our Form 6-K filed on October 11, 2007 and incorporated herein by reference.

(4)		Previously filed as an exhibit to our Form 6-K filed on February 6, 2007 and incorporated herein by reference.

(5)		Previously filed as an exhibit to our Form 20-F filed on December 13, 2007 and incorporated herein by reference.

(6)		Filed herewith.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.


		AVAGO TECHNOLOGIES FINANCE PTE. LTD.

		By:		/s/ Mercedes Johnson
		Name:		Mercedes Johnson
		Title:		Senior Vice President, Finance and Chief
				Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Hock E. Tan Hock E. Tan	President and Chief Executive Officer and Director (Principal Executive Officer)	February 27, 2008
/s/ Mercedes Johnson Mercedes Johnson	Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	February 27, 2008
* Dick Chang	Chairman of the Board of Directors	February 27, 2008
* Adam H. Clammer	Director	February 27, 2008
/s/ James A. Davidson James A. Davidson	Director	February 27, 2008
* James Diller, Sr.	Director	February 27, 2008
* James H. Greene Jr.	Director	February 27, 2008
/s/ Kenneth Y. Hao Kenneth Y. Hao	Director	February 27, 2008
* John R. Joyce	Director	February 27, 2008
* Donald Macleod	Director	February 27, 2008
* Bock Seng Tan	Director	February 27, 2008


*	/s/ Mercedes Johnson
	Mercedes Johnson
	Attorney-in-Fact

Exhibit 4.18

EQUITY INCENTIVE PLAN
FOR EXECUTIVE EMPLOYEES OF
AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIES
(AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 25, 2008)

1. Purpose of Plan

The Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries, as amended and restated herein (the “Plan”) is designed:

(a) to promote the long term financial interests and growth of Avago Technologies Limited, a company organized under the laws of Singapore (the “Company”), and its Subsidiaries by attracting and retaining management and personnel with the training, experience and ability to enable them to make a substantial contribution to the success of the Company’s business;

(b) to motivate personnel by means of growth-related incentives to achieve long range goals; and

(c) to further the identity of interests of participants with those of the shareholders of the Company through opportunities for share or share-based ownership in the Company.

2. Definitions

As used in the Plan, the following words shall have the following meanings:

(a) “Affiliate” shall mean (i) with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, and (ii) with respect to the Company, also any entity designated by the Board of Directors of the Company in which the Company or one of its Affiliates has an interest, (iii) with respect to Kohlberg Kravis Roberts & Co., (“KKR”), any Affiliate of any partner of KKR and (iv) with respect to Silver Lake Partners, (“SLP”), any Affiliate of any partner of SLP. For purposes of this Plan, “Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature, and “control” shall have the meaning given such term under Rule 405 of the Securities Act.

(b) “Board of Directors” means the Board of Directors of the Company.

(c) “Committee” means the Board of Directors or if administration of the Plan is delegated by the Board of Directors to it, the Compensation Committee

of the Board of Directors or such other committee of the Board of Directors designated by the Board of Directors to administer the Plan.

(d) “Consultant” means any consultant or adviser if: (i) the consultant or adviser renders bona fide services to the Company or Subsidiary of the Company; (ii) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) the consultant or adviser is a natural person who has contracted directly with the Company or Subsidiary of the Company to render such services.

(e) “Employee” means a person, including an officer, in the regular employment of the Company or one of its Subsidiaries.

(f) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

(g) “Fair Market Value” means such value of a Share as reported for stock exchange transactions and/or determined in accordance with any applicable resolutions or regulations of the Committee in effect at the relevant time.

(h) “Grant” means a Share Option or a Share Purchase Right.

(i) “Grant Agreement” means an agreement between the Company and a Participant that sets forth the terms, conditions and limitations applicable to a Grant. The terms, conditions and limitations applicable to a Share Purchase Right may be set forth in a Shareholders Agreement, which shall then constitute a Grant Agreement for purposes of this Plan.

(j) “Non-Employee Director” means a member of the Board of Directors who is not an Employee.

(k) “Participant” means an Employee, Consultant or Non-Employee Director to whom one or more Grants have been made and such Grants have not all been forfeited or terminated under the Plan.

(l) “Securities Act” means the U.S. Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

(m) “Share” means an ordinary share in the capital of the Company.

(n) “Shareholder’s Agreement” means an agreement between the Company and an Employee, Non-Employee Director or Consultant that sets forth the terms, conditions and limitations applicable to Share Options and Shares, including Shares issued under a Share Option and a Share Purchase Right.

(o) “Share Options” means the “Non-Qualified Share Options” described in Section 5.

(p) “Share Purchase Right” means a right to purchase Shares pursuant to Section 6 hereof.

(q) “Subsidiary” means any corporation (or other entity) other than the Company in an unbroken chain of entities beginning with the Company if each of the entities, or group of commonly controlled entities, other than the last entity in the unbroken chain, then owns shares (or other equity interest) possessing 50% or more of the total combined voting power of all classes of equity in one of the other entities in such chain.

3. Administration of Plan

(a) The Plan shall be administered by the Board of Directors or the Committee. Unless otherwise determined by the Board of Directors, the members of the Committee shall consist solely of individuals who are both “non-employee directors” as defined by Rule 16b-3 promulgated under the Exchange Act and “outside directors” for purposes of Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), to the extent that the Company and its Employees are subject to Section 16 of the Exchange Act or Section 162(m) of the Code. The Committee may adopt its own rules of procedure, and the action of a majority of the Committee, taken at a meeting or taken without a meeting by a writing signed by such majority, shall constitute action by the Committee. The Committee shall have the power, authority and the discretion to administer, construe and interpret the Plan and Grant Agreements, to make rules for carrying out the Plan and to make changes in such rules. Any such interpretations, rules, and administration shall be made and done in good faith and consistent with the basic purposes of the Plan and be subject to all applicable laws.

(b) The Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its duties under the Plan subject to such conditions and limitations as the Committee shall prescribe except that only the Committee may designate and make Grants to Non-Employee Directors and Participants who are subject to Section 16 of the Exchange Act or Section 162(m) of the Code.

(c) The Committee may employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company, and the officers and directors of the Company shall be entitled to rely upon the advice, opinions or valuations of any such persons. Subject to the terms and conditions of this Plan and any applicable Grant Agreement, all actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Grants, and all members of the Committee shall be fully protected by the Company with respect to any such action, determination or interpretation.

4. Eligibility

(a) The Committee may from time to time make Grants under the Plan to such Employees, Non-Employee Directors or Consultants, and in such form and having such terms, conditions and limitations as the Committee may determine. Grants may be granted singly, in combination or in tandem. The terms, conditions and limitations of each Grant under the Plan shall be set forth in a Grant Agreement, in a form approved by the Committee, consistent, however, with the terms of the Plan; provided, however, such Grant Agreement shall contain provisions dealing with the treatment of Grants in the event of the termination, death or disability of the Participant, and may also include provisions concerning the treatment of Grants in the event of a change of control of the Company.

(b) Notwithstanding anything in this Plan to the contrary, prior to the Committee making a Grant under the Plan to an Employee, Non-Employee Director or Consultant, such Employee, Non-Employee Director or Consultant shall have executed a Shareholder’s Agreement in a form acceptable to the Company.

5. Share Options

From time to time, the Committee may grant options to purchase Shares which are not “incentive stock options,” within the meaning of Section 422 of the Code. At the time of a Grant of a Share Option, the Committee shall determine, and shall have specified in the Grant Agreement or other Plan rules, the option exercise period, the option exercise price, and such other conditions or restrictions on the grant or exercise of the Share Option as the Committee deems appropriate. In addition to other restrictions contained in the Plan and Grant Agreement, Share Options granted under this Section 5 may not be exercised more than 10 years (five years in the case of Grants to non-Employees) after the date of Grant. Payment of the option exercise price shall be made in cash or, with the consent of the Committee, in Shares (including Shares acquired by contemporaneous exercise of other Share Options), or a combination thereof, in accordance with the terms of the Plan, the Grant Agreement and any applicable guidelines of the Committee in effect at the time.

6. Share Purchase Rights

Share Purchase Rights may be granted either alone, in addition to, or in tandem with Share Options granted under the Plan. After the Committee determines that it will offer Share Purchase Rights under the Plan, it shall advise the offeree in writing of the terms, conditions and restrictions to which the offer is subject, which may include the number of Shares that such person shall be entitled to purchase, the price to be paid, and the time within which such person must accept such offer; provided, however, that the purchase price of such Shares shall not be less than the purchase price required under applicable law. The offer shall be accepted by execution of a Grant Agreement in the form determined by the Committee.

7. Limitations and Conditions

(a) The aggregate number of Shares available for Grants under this Plan and the Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries (the “Senior Management Plan”) shall be 30,000,000 Shares. The issuance of a Share under the Senior Management Plan shall reduce the number of Shares available for Grants under the Plan, and vice versa. Unless restricted by applicable law, Shares related to Grants that are forfeited, terminated, canceled or expire unexercised, shall immediately become available for Grants.

(b) The term of a Grant shall not exceed ten years (five years in the case of non-Employee Participants). No Grants shall be made under the Plan beyond ten years after the effective date of the Plan, but the terms of Grants made on or before the expiration thereof may extend beyond such expiration. At the time a Grant is made or amended or the terms or conditions of a Grant are changed, the Committee may provide for limitations or conditions on such Grant.

(c) Nothing contained herein shall affect the right of the Company or any Subsidiary to terminate any Participant’s employment at any time or for any reason.

(d) Except as otherwise prescribed by the Committee, the amounts of the Grants for any employee of a Subsidiary, along with interest, dividends, and other expenses accrued on deferred Grants shall be charged to the Participant’s employer during the period for which the Grant is made. If the Participant is employed by more than one Subsidiary or by a combination of the Company and a Subsidiary during the period for which the Grant is made, the Participant’s Grant and related expenses will be allocated between the companies employing the Participant in a manner prescribed by the Committee.

(e) Other than as specifically provided by will or by the applicable laws of descent and distribution or the terms of any applicable trust, no benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void. No such benefit shall, prior to receipt thereof by the Participant, be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of the Participant.

(f) A Participant shall not be, and shall not have any of the rights or privileges of, a shareholder of the Company in respect of any Shares purchasable or otherwise acquired in connection with any Grant unless and until certificates representing any such Shares have been issued by the Company to such Participants; provided however that no delay in the issuance of certificates due to be issued hereunder representing any such Shares shall operate to impair or prejudice any Participant’s rights to participate in a corporate transaction providing for the disposition of such Shares.

(g) No election as to benefits or exercise of Share Options, Share Purchase Rights or other rights may be made during a Participant’s lifetime by anyone other than the Participant except by a legal representative appointed for or by the Participant.

(h) Absent express provisions to the contrary, no Grant under this Plan shall be deemed “compensation” for purposes of computing benefits or contributions under any retirement plan of the Company or its Subsidiaries and shall not affect any benefits under any other benefit plan of any kind or subsequently in effect under which the availability or amount of benefits is related to level of compensation. This Plan is not a “Pension Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended.

(i) Unless the Committee determines otherwise, no benefit or promise under the Plan shall be secured by any specific assets of the Company or any of its Subsidiaries, nor shall any assets of the Company or any of its Subsidiaries be designated as attributable or allocated to the satisfaction of the Company’s obligations under the Plan.

8. Transfers and Leaves of Absence

For purposes of the Plan, unless the Committee determines otherwise: (a) a transfer of a Participant’s employment without an intervening period of separation among the Company and any Subsidiary shall not be deemed a termination of employment, and (b) a Participant who is granted in writing a leave of absence shall be deemed to have remained in the employ of the Company or a Subsidiary during such leave of absence.

9. Adjustments

In the event of any change in the outstanding Shares (including an exchange for cash) by reason of a stock split, reverse stock split, spin-off, stock dividend, stock combination or reclassification, recapitalization, reorganization, consolidation, merger, change of control, or similar event, the Committee shall adjust appropriately the number and kind of Shares subject to the Plan and available for, covered by or issued pursuant to Grants and Share prices related to outstanding Grants, and make such other revisions to outstanding Grants as it deems are equitably required.

10. Merger, Consolidation, Exchange, Acquisition, Distribution, Liquidation or Dissolution

In its sole discretion, and on such terms and conditions as it deems appropriate, coincident with or after any Grant, the Committee may provide that such Grant cannot be exercised after the consummation of the merger or consolidation of the Company into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation of 80% or more of the Company’s then outstanding voting shares or the recapitalization, reclassification, liquidation or dissolution of the Company, or other adjustment or event which results in Shares being exchanged for or converted into cash, securities or other property, and if the Committee so provides, it shall, on such terms and conditions as it deems appropriate in its absolute discretion, also provide, either by the terms of such Grant or by a resolution adopted prior to the

consummation of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, that, for some period of time prior to the consummation of such transaction or event, such Grant shall be exercisable as to all shares subject thereto, notwithstanding anything to the contrary herein (but subject to the provisions of Section 7(b)) and that, upon the consummation of such event, such Grant shall terminate and be of no further force or effect; provided, however, that the Committee may also provide, in its absolute discretion, that even if the Grant shall remain exercisable after any such event, from and after such event, any such Grant shall be exercisable only for the kind and amount of cash, securities and/or other property, or the cash equivalent thereof (net of any applicable exercise price), receivable as a result of such event by the holder of a number of shares for which such Grant could have been exercised immediately prior to such event.

In the event of a “spin-off” or other substantial distribution of assets of the Company which has a material diminutive effect upon the Fair Market Value of the Company’s Shares, the Committee shall in its discretion make an appropriate and equitable adjustment to any Grant exercise or purchase price to reflect such diminution.

11. Amendment and Termination

The Committee shall have the authority to make such amendments to any terms and conditions applicable to outstanding Grants as are consistent with this Plan provided that, except for adjustments under Section 9 or 10 hereof and subject to Section 15, no such action shall modify such Grant in a manner adverse to the Participant without the Participant’s consent except as such modification is provided for or contemplated in the terms of the Grant. The Board of Directors may amend, suspend or terminate the Plan at any time.

12. Withholding Taxes

The Company shall have the right to deduct from any cash payment or Share issuance made under the Plan any taxes required by law to be withheld with respect to such payment or issuance. It shall be a condition to the obligation of the Company to deliver Shares upon the exercise of a Grant that the Participant pay to the Company such amount as may be requested by the Company for the purpose of satisfying any liability for such withholding taxes. Any Grant Agreement may provide that the Participant may elect, in accordance with any conditions set forth in such Grant Agreement, to pay a portion or all of such withholding taxes in Shares (including Shares acquired by contemporaneous exercise of other Grants).

13. Registration

(a) If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act, or engaged in a Public Offering (as defined below), (i) the Company shall use reasonable efforts to register the Share Options and the Shares to be acquired on exercise of the Share Options on a Form S-8 Registration Statement or any successor to Form S-8 to the extent that such registration is then available with respect to such Share Options and Shares and (ii) the Company will use reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission (“SEC”) thereunder, to the extent required from time to time to enable the

Participant to sell Shares without registration under the Securities Act within the limitations of the exemptions provided under any applicable rule or regulation of the SEC. Notwithstanding anything contained in this Section 13, the Company may deregister under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder. Nothing in this Section 13 shall be deemed to limit in any manner any otherwise applicable restrictions on sales of Shares.

(b) As used herein the term “Public Offering” shall mean the sale of Shares to the public pursuant to a registration statement under the Securities Act which has been declared effective by the SEC (other than a registration statement on Form S-8 or any other similar form) which results in an active trading market in the Shares.

14. Shareholder’s Agreement

The Grants and the Shares issued to the Participant upon exercise of the Grant shall be subject to all of the terms and provisions of the Grant Agreement and the Shareholder’s Agreement, to the extent applicable to the Grant and such Shares. In the event of any conflict between the Grant Agreement and the Plan, the terms of the Plan shall control. In the event of any conflict between this Plan or the Grant Agreement and the Shareholder’s Agreement, the terms of the Shareholder’s Agreement shall control.

15. Individuals Subject to Non-Singapore Jurisdictions

To the extent necessary to comply with the laws of any relevant jurisdiction, notwithstanding any provision in this Plan to the contrary, the Committee shall have the discretion to adopt, on behalf of the Company, such amendments and/or one or more sub-plans applicable to Participants who are subject to laws of jurisdictions outside of Singapore as the Committee deems necessary or advisable in order to comply with applicable laws, regulations or customary business practice.

16. Effective and Termination Dates

The Plan was originally effective as of December 1, 2005, the effective date of its approval by the shareholders of the Company and shall terminate on November 30, 2015, subject to earlier termination by the Board of Directors pursuant to Section 11. The Plan was previously amended and restated by the Board of Directors effective as of April 14, 2006 and January 25, 2007. The Plan as amended and restated herein was adopted by the Board of Directors effective as of February 25, 2008.

17. Shareholder Approval

The Plan, as previously amended and restated effective as of April 14, 2006 and January 25, 2007 was approved by the Company’s shareholders on April 11, 2007.

18. Information Disclosure

The Company shall provide Participants with the information described in Rules 701(e)(3), (4), and (5) under the Securities Act no less frequently than every six (6) months

commencing no later than February 28, 2008, with the financial statements therein being not more than 180 days old, in any event, subject to each Participant agreeing, in a form acceptable to the Company, to keep the information to be provided pursuant to this Section 18 confidential. The information required by this Section 18 shall be provided to Participants by either physical or electronic delivery or by written notice to the Participants of the availability of the information on an Internet site that may be password-protected and of any password needed to access the information. For the avoidance of doubt, if a Participant does not agree to keep the information to be provided pursuant to this Section 18 confidential, then the Company may elect not to provide such Participant any information under this Section 18.

Exhibit 4.19

EQUITY INCENTIVE PLAN
FOR SENIOR MANAGEMENT EMPLOYEES OF
AVAGO TECHNOLOGIES LIMITED AND SUBSIDIARIES
(AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 25, 2008)

1. Purpose of Plan

The Equity Incentive Plan for Senior Management Employees of Avago Technologies Limited and Subsidiaries, as amended and restated herein (the “Plan”) is designed:

(a) to promote the long term financial interests and growth of Avago Technologies Limited, a company organized under the laws of Singapore (the “Company”), and its Subsidiaries by attracting and retaining management, directors and other personnel with the training, experience and ability to enable them to make a substantial contribution to the success of the Company’s business;

(b) to motivate participants by means of growth-related incentives to achieve long range goals; and

(c) to further the identity of interests of participants with those of the shareholders of the Company through opportunities for share or share-based ownership in the Company.

2. Definitions

As used in the Plan, the following words shall have the following meanings:

(a) “Affiliate” shall mean (i) with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, and (ii) with respect to the Company, also any entity designated by the Board of Directors of the Company in which the Company or one of its Affiliates has an interest, (iii) with respect to Kohlberg Kravis Roberts & Co., L.P. (“KKR”), any Affiliate of any partner of KKR and (iv) with respect to Silver Lake Partners LLC (“SLP”), any Affiliate of any partner of SLP. For purposes of this Plan, “Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature, and “control” shall have the meaning given such term under Rule 405 of the Securities Act.

(b) “Asset Purchase Agreement” means that Asset Purchase Agreement dated as of August 14, 2005 between Agilent Technologies, Inc. and Argos Acquisition Pte. Ltd.

(d) “Book Value Per Share” means, as of any date of determination, an amount equal to the result of (x) the sum of (A) the shareholders’ equity of the

Company, excluding amounts attributable to shares of the Company’s capital stock other than its Shares as of the relevant date; and excluding (i) the effect of any extraordinary, non-recurring, certain non-operating, or unusual items and (ii) any decrease after the Grant Date in a valuation allowance or other reserve related to deferred tax assets recognized by the Company, if and to the extent determined in the sole discretion of the Board of Directors, all as determined in accordance with generally accepted accounting principles applied on a basis consistent with any prior periods, and (B) the aggregate exercise prices of all outstanding stock options and other dilutive rights to acquire Shares of the Company and the aggregate dilutive conversion prices of all securities convertible into Shares, divided by (y) the sum of the number of Shares then outstanding and the number of Shares issuable upon the exercise of all outstanding stock options and other dilutive rights to acquire Shares and the conversion of all dilutive securities convertible into Shares. For purposes of this Plan, Book Value Per Share as of the closing of the transactions contemplated by the Asset Purchase Agreement shall be based on the shareholder’s equity of the Company immediately after giving effect to the transactions contemplated by the Asset Purchase Agreement and the incurrence of related transaction fees and expenses related thereto.

(e) “Cause” shall mean (i) the Participant’s willful refusal to perform in any material respect his lawful duties or responsibilities for the Company or its Subsidiaries or willful disregard in any material respect of any financial or other budgetary limitations established in good faith by the Board of Directors or the board of directors of any Subsidiary; or (ii) the engaging by the Participant in conduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or any of its Subsidiaries, including, but not limited to, misappropriation or conversion of assets of the Company or its Subsidiaries (other than non-material assets); or (iii) the Participant’s conviction of or entry of a plea of nolo contendere to a felony. No act or failure to act by the Participant shall be deemed “willful” if done, or omitted to be done, by him in good faith and with the reasonable belief that his action or omission was in the best interest of the Company or its Subsidiaries or consistent with Company policies or the directive of the Board of Directors.

(f) “Change of Control” means (i) a sale of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to a Person who is not an Affiliate of the Company, LU, KKR or SLP, (ii) a sale by LU, KKR and SLP or any of their respective Affiliates resulting in more than 50% of the voting stock of the Company being held by a Person or related group of Persons that does not include LU, KKR or SLP or any of their respective Affiliates or (iii) a merger or consolidation of the Company into another Person which is not an Affiliate of the Company, LU, KKR or SLP, if and only if as a result of such merger or consolidation LU, KKR and SLP lose the ability to elect a majority of the Board of Directors (or the board of directors of resulting entity).

(g) “Committee” means the Board of Directors or if administration of the Plan is delegated by the Board of Directors to it, the Compensation Committee

of the Board of Directors or such other committee of the Board of Directors designated by the Board of Directors to administer the Plan.

(h) “Consultant” means any consultant or adviser if: (i) the consultant or adviser renders bona fide services to the Company or Subsidiary of the Company; (ii) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) the consultant or adviser is a natural person who has contracted directly with the Company or Subsidiary of the Company to render such services.

(i) “Employee” means a person, including an officer, in the regular full-time employment of the Company or one of its Subsidiaries.

(j) “Estate” means a Person’s executors, administrators, testamentary trustees, legatees or beneficiaries.

(k) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

(l) “Fair Market Value” means such value of a Share as reported for stock exchange transactions and/or determined in accordance with any applicable resolutions or regulations of the Committee in effect at the relevant time.

(m) “Good Reason” shall mean (i) for Employees, a reduction in the Participant’s base salary (other than as part of a broad salary reduction program instituted because the Company or the Subsidiary by which the Participant is employed is in financial distress), (ii) a substantial reduction in the Participant’s duties and responsibilities, (iii) for Employees, the elimination or reduction of the Participant’s eligibility to participate in the Company’s benefit programs that is inconsistent with the eligibility of similarly situated employees of the Company to participate therein, (iv) for Employees, the Company informs the Participant of its intention to transfer the Participant’s primary workplace to a location that is more than 25 miles from the Participant’s workplace on the Grant Date and (v) any serious chronic mental or physical illness of a member of the Participant’s family that requires the Participant to terminate his or her employment or service because of substantial interference with his or her duties at the Company; provided that at the Company’s request the Participant shall provide the Company with a written physician’s statement confirming the existence of such mental or physical illness.

(n) “Grant” means a Share Option award or a Share Purchase Right award made to a Participant pursuant to the Plan.

(o) “Grant Agreement” means an agreement between the Company and a Participant that sets forth the terms, conditions and limitations applicable to a Grant.

(p) “Grant Date” means the date that the Grant to a Participant is approved by the Committee.

(q) “LU” means Bali Investments S.a.r.l., a Luxembourg company.

(r) “Non-Employee Director” means a member of the Board of Directors who is not an Employee.

(s) “Option Excess Price” is the excess, if any, of the applicable repurchase price of the Shares determined in accordance with Section 8(a) or 8(b) hereof, depending on which repurchase price is being used to repurchase Shares, over the exercise prices applicable to the Shares subject to the Share Option multiplied by the number of Shares, which as of the date of determination, could be purchased by Participant upon exercise of Participant’s outstanding Share Options (the “Exercisable Option Shares”).

(t) “Participant” means an Employee, Consultant or Non-Employee Director to whom one or more Grants have been made and such Grants have not all been forfeited or terminated under the Plan.

(u) “Public Offering” shall mean a public offering and sale of Shares by the Company (or any successor) pursuant to an effective registration statement under the Securities Act and/or in compliance with equivalent securities laws of a jurisdiction outside of the U.S. (other than a registration statement on Form S-8, S-4, Form F-4 or any other similar form).

(v) “Repurchase Calculation Date” means the last day of the month preceding the later of (i) the month in which the Repurchase Event occurs or (B) the month in which the Repurchase Eligibility Date (as hereinafter defined) occurs; provided, however that in the event of a Repurchase Event arising under Section 8(a) as a result of death or disability, the Repurchase Calculation Date shall be the date of the repurchase by the Company.

(w) “Repurchase Event” means the event giving rise to the repurchase of Shares under Section 8, including death, permanent disability, termination of employment or service or other event, as the case may be, and not the giving of any notice required pursuant to Section 8(c).

(x) “Securities Act” means the U.S. Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

(y) “Share” means an ordinary share in the capital of the Company.

(z) “Share Option” means an option to purchase Shares granted pursuant to Section 5.

(aa) “Share Purchase Right” means a right to purchase Shares pursuant to Section 6 hereof.

(bb) “Subsidiary” means any Person other than the Company in an unbroken chain of entities beginning with the Company if each of the entities, or group of commonly controlled entities, other than the last entity in the unbroken chain, then owns shares (or other equity interest) possessing 50% or more of the total combined voting power of all classes of equity in one of the other entities in such chain.

(cc) “Transfer” means the offer, transfer, sale, assignment, pledge, hypothecation or other disposition, whether directly or indirectly and whether voluntary or involuntary, by the Participant of any Shares issued under a Share Option.

(dd) “Trust” means a trust, custodianship or other similar entity the beneficiaries or holders of which may include only the Participant, his spouse or his lineal descendants (which term shall include biological as well as adoptive descendants).

3. Administration of Plan

(b) The Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its duties under the Plan subject to such conditions and limitations as the Committee shall prescribe except that only the Committee may designate and make Grants to Participants who are subject to Section 16 of the Exchange Act or Section 162(m) of the Code and be subject to all applicable laws.

final and binding upon all Participants, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Grants, and all members of the Committee shall be fully protected by the Company with respect to any such action, determination or interpretation.

4. Eligibility

The Committee may from time to time make Grants under the Plan to such Employees, Consultants or Non-Employee Directors, and in such form and having such terms, conditions and limitations as the Committee may determine. Grants may be granted singly, in combination or in tandem. The terms, conditions and limitations of each Grant under the Plan shall be set forth in a Grant Agreement, in a form approved by the Committee, consistent, however, with the terms of the Plan; provided, however, such Grant Agreement shall contain provisions dealing with the treatment of Grants in the event of the termination, death or disability of the Participant, and may also include provisions concerning the treatment of Grants in the event of a change of control of the Company.

5. Option Grants

From time to time, the Committee will grant options to purchase Shares which are not “incentive stock options,” within the meaning of Section 422 of the Code. At the time of a Grant of Share Options, the Committee shall determine, and shall have specified in the Grant Agreement or other Plan rules, the option exercise period, the option exercise price, and such other conditions or restrictions on the grant or exercise of the Share Options as the Committee deems appropriate. In addition to other restrictions contained in the Plan and Grant Agreement, Share Options granted under this Section 5 (i) may not be exercised more than 10 years after the Grant Date (5 years in the case of Grants to non-Employees), (ii) unless granted in substitution or exchange for other options in connection with a corporate transaction, may not have an option exercise price less than 100% of the Fair Market Value of a Share on the Grant Date, (iii) except with regard to Share Options granted to an officer (within the meaning of Section 16 of the Exchange Act), Non-Employee Director or Consultant, must not become vested and exercisable at a rate of less than twenty percent (20%) per year over five (5) years from the Grant Date, subject to reasonable conditions, such as continued employment or service with the Company or its Subsidiaries and (iv) must remain exercisable for thirty (30) days following the Participant’s termination of employment or service with the Company for other than Cause and six (6) months following the Participant’s termination of employment or service because of death or disability or such longer period of time provided in the Participant’s Grant Agreement. Payment of the option exercise price shall be made in cash or, with the consent of the Committee, in Shares (including Shares acquired by contemporaneous exercise of other Share Options) or a combination thereof, in accordance with the terms of the Plan, the Grant Agreement and any applicable guidelines of the Committee in effect at the time; provided, however, that the option exercise price may also be paid, upon the termination by the Company of the Participant’s employment or service without Cause, the Participant’s resignation for Good Reason, or termination by reason of the Participant’s death or disability, pursuant to a formal cashless exercise program adopted by the Company in connection with the

Plan, provided that such cashless exercise would not, as determined by the Committee in its sole discretion, (i) cause the Company or its Subsidiaries to breach any loan, guarantee or other agreement under which the Company or any Subsidiary of the Company has borrowed money, (ii) result in a violation or in adverse consequences under Section 409A of the Code or the regulations promulgated thereunder, (iii) be otherwise prohibited by the Code or the regulations promulgated thereunder or (iv) result in negative accounting treatment under Generally Accepted Accounting Principles (“GAAP”).

6. Share Purchase Rights

7. Limitations and Conditions

(a) The aggregate number of Shares available for Grants under this Plan and the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries (the “Executive Plan”) shall be 30,000,000 Shares. The issuance of a Share under the Executive Plan shall reduce the number of Shares available for Grants under the Plan, and vice versa. Unless restricted by applicable law, Shares related to Grants that are forfeited, terminated, canceled or expire unexercised, shall immediately become available for Grants.

(b) The term of a Grant shall not exceed 10 years (5 years in the case of Grants to non-Employees, including, without limitation, Consultants and Non-Employee Directors). No Grants shall be made under the Plan beyond ten years after the effective date of the Plan, but the terms of Grants made on or before the expiration thereof may extend beyond such expiration. At the time a Grant is made or amended or the terms or conditions of a Grant are changed, the Committee may provide for limitations or conditions on such Grant.

(c) Nothing contained herein shall affect the right of the Company or any Subsidiary to terminate any Participant’s employment or service at any time or for any reason.

Grant and related expenses will be allocated between the companies employing the Participant in a manner prescribed by the Committee.

(g) No election as to benefits or exercise of Share Options or other rights may be made during a Participant’s lifetime by anyone other than the Participant except by a legal representative appointed for or by the Participant.

8. Put and Call Rights

(a) The Participant’s Resale of Shares to the Company Upon the Participant’s Death or Disability .

(i) In the event that on or before the fifth anniversary of the Grant Date, (A) the Participant is still in the employ of, or performing

services as a Consultant or Non-Employee Director for, the Company or any Subsidiary of the Company and (B) the Participant either dies or becomes permanently disabled, then the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, shall have the right for twelve months following the date of death or permanent disability, to (X) sell to the Company, and the Company shall be required to purchase, on one occasion, all or any portion of the Shares then held by the Participant, the Participant’s Estate and/or the Participant’s Trust, as the case may be, at a price per share equal to the Fair Market Value on the Repurchase Calculation Date; provided that such Shares have been held by the Participant, the Participant’s Estate or the Participant’s Trust for not less than six months and one day as of the date of their sale to the Company, and (Y) require the Company to issue the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, that number of Shares having an aggregate Fair Market Value equal to the Option Excess Price, determined using the Fair Market Value on the Repurchase Calculation Date, with respect to the termination of all or any portion of the outstanding exercisable Share Options then held by the Participant, which Shares the Participant, the Participant’s Estate and/or the Participant’s Trust may then require the Company to purchase in accordance with clause (X) above (including with respect to the six month and one day timing restriction contained therein). The Participant, the Participant’s Estate and/or the Participant’s Trust, as the case may be, shall notify the Company of its intention to sell Shares and/or terminate Share Options pursuant to the preceding sentence by sending to the Company a Redemption Notice in accordance with Section 8(c) hereof. For purposes of this Plan, the Participant shall be deemed to have a “permanent disability” if the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of not less than 12 months.

(ii) Notwithstanding anything in Section 8(a)(i) to the contrary and subject to Section 8(d), if there exists and is continuing a default or an event of default on the part of the Company or any Subsidiary of the Company under any loan, guarantee or other agreement under which the Company or any Subsidiary of the Company has borrowed money or such repurchase would result in a default or an event of default on the part of the Company or any Subsidiary of the Company under any such agreement or if a repurchase would not be permitted under any applicable law or regulation (each such occurrence being an “Event”), the Company shall not be obligated to repurchase any of the Shares from the Participant, the Participant’s Estate, or the Participant’s Trust, as the case may be, until the first business day which is 15 calendar days after all of the foregoing Events have ceased to exist (the “Repurchase Eligibility Date”); provided, however, that (i) the number of Shares subject to repurchase under this Section 8(a)(ii) shall be that number of Shares, and (ii) the number of Exercisable Option Shares for purposes of calculating the Option Excess

Price payable under this Section 8(a) shall be the number of Exercisable Option Shares held by the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, at the time of delivery of a Redemption Notice in accordance with Section 8(c) hereof. All Options exercisable as of the date of a Redemption Notice shall continue to be exercisable until the repurchase pursuant to such Redemption Notice.

(b) The Company’s Purchase of Shares and Share Options from the Participant Upon the Participant’s Termination of Employment or Service .

(i) Without Cause or for Good Reason . In the event that on or before the fifth anniversary of the Grant Date, the Company (and/or, if applicable, its Subsidiaries) terminates without Cause the Participant’s service with the Company (and/or, if applicable, its Subsidiaries) as an Employee, Consultant or Non-Employee Director, or the Participant resigns with Good Reason from the service as an Employee, Consultant or Non-Employee Director of the Company (and/or, if applicable, its Subsidiaries), then the Company shall have the right to purchase from the Participant, the Participant’s Estate or Participant’s Trust, and the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, shall be required to sell to the Company, on one occasion, all or any portion of the Shares then held by the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, at a price per share equal to the Fair Market Value on the Repurchase Calculation Date.

(ii) Without Good Reason . In the event that on or before the fifth anniversary of the Grant Date, the Participant resigns from the Company (and/or, if applicable, its Subsidiaries) as an Employee or a Consultant without Good Reason, then the Company shall have the right to purchase from the Participant, the Participant’s Estate or Participant’s Trust, and the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, shall be required to sell to the Company, on one occasion, all or any portion of the Shares then held by the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, at a price per Share equal to, (A) if the Book Value Per Share on the Repurchase Calculation Date is less than the Book Value Per Share on the Grant Date (such difference being the “Book Value Decrease”), the lesser of (x) the Fair Market Value, and (y) the exercise price applicable to the Shares, or (B) if the Book Value Per Share on the Repurchase Calculation Date is greater than the Book Value Per Share on the Grant Date, the lesser of (A) the Fair Market Value, and (B) the exercise price applicable to the Shares, plus (x) the Percentage (as defined below) multiplied by (y) the amount, if any, by which the Book Value Per Share as of the Repurchase Calculation Date exceeds the Book Value Per Share on the Grant Date.

The “ Percentage ” shall be determined as follows:


Repurchase Calculation Date	Percentage
Prior to the first anniversary of the Grant Date		- 0 -
On or after the first anniversary of the Grant Date and prior to the second anniversary of the Grant Date		20	%
On or after the second anniversary of the Grant Date and prior to the third anniversary of the Grant Date		40	%
On or after the third anniversary of the Grant Date and prior to the fourth anniversary of the Grant Date		60	%
On or after the fourth anniversary of the Grant Date and prior to the fifth anniversary of the Grant Date		80	%
On or after the fifth anniversary of the Grant Date		100	%

(iii) For Cause . In the event that on or before the fifth anniversary of the Grant Date, the Company (and/or, if applicable, its Subsidiaries) terminates for Cause the Participant’s service with the Company (and/or, if applicable, its Subsidiaries) as an Employee or Consultant, then the Company shall have the right to purchase from the Participant, the Participant’s Estate or Participant’s Trust, and the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, shall be required to sell to the Company, on one occasion, all or any portion of the Shares then held by the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, at a price per Share equal to the least of (A) the exercise price applicable to the Shares, (B) the Fair Market Value on the Repurchase Calculation Date or (C) the exercise price applicable to the Shares less the amount of any Book Value Decrease.

(iv) Share Options . In the event that (A) the Participant, the Participant’s Estate and/or the Participant’s Trust holds Shares and Share Options and the Company exercises its right to repurchase Shares pursuant to this Section 8(b) or (B) the Participant, the Participant’s Estate and/or the Participant’s Trust holds only Share Options and the Company elects to cash out such Share Options upon the termination of the Participant’s employment or service as an Employee or Consultant, the Company shall pay the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, an amount equal to the Option Excess Price with respect to the termination of the then exercisable outstanding Share Options held by the Participant, Participant’s Estate or Participant’s Trust. All outstanding Share Options held by the Participant, whether or not then exercisable, shall be automatically terminated upon the payment by the Company to the Participant, pursuant to the provisions of this Section 8(b), of an amount equal to the Option Excess Price. If the Option Excess Price is zero or a negative number, all outstanding Share Options held by the Participant, whether or not then exercisable, shall be automatically

terminated upon the repurchase of Shares and Share Options as provided in this Section 8.

(v) Repurchase Period . The Company shall have until 90 days following the termination of Participant’s employment or service as an Employee, Consultant or Non-Employee Director giving rise to the Company’s call right in accordance with this Section 8(b) in which to give a Redemption Notice to the Participant of the exercise of such election in accordance with Section 8(c) hereof.

(c) In the case of an exercise of the right provided under Section 8(a), the Participant, the Participant’s Estate and/or the Participant’s Trust, as the case may be, shall send written notice to the Company of its intention to sell Shares and/or to terminate Share Options in exchange for the issuance of Shares, and in the case the Company elects to exercise its right under Section 8(b), the Company shall send written notice to the Participant, the Participant’s Estate and/or the Participant’s Trust of its intention to purchase Shares and/or terminate or cash out Share Options (either of the foregoing notices, a “Redemption Notice”). The completion of the purchase shall take place at the principal office of the Company on the tenth business day after the giving of the Redemption Notice. The purchase price paid in connection with the repurchase of Shares pursuant to this Section 8 shall be paid by delivery to the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, of a certified bank check or checks in the appropriate amount payable to the order of the Participant, the Participant’s Estate or the Participant’s Trust, as the case may be, against delivery of certificates or other instruments representing the Shares so purchased, appropriately endorsed or executed by the Participant, the Participant’s Estate or the Participant’s Trust, or his or its duly authorized representative.

(d) Pro Rata Repurchases . Notwithstanding anything to the contrary contained in this Section 8, if at any time consummation of all purchases and payments to be made by the Company pursuant to this Plan and any other agreements with employees or other service providers would result in an Event, then the Company shall make purchases from, and payments to, the Participant and the other employees or other service providers pro rata (on the basis of the proportion of the number of Shares each such Participant and all other employees and other service providers have elected or are required to sell to the Company) for the maximum number of Shares without resulting in an Event (the “Maximum Repurchase Amount”). The provisions of Section 8(a) and 8(b) shall apply in their entirety to payments and repurchases with respect to Shares that may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 8(d). Until all of such Shares are purchased and paid for by the Company, the Participant and the other employees and service providers whose Shares are not purchased in accordance with this Section 8(d) shall have priority, on a pro rata basis, over other purchases of Shares by the Company pursuant to this Plan and any other agreement with employees and other service providers.

9. Company’s Right of First Refusal . During the period commencing immediately following the fifth anniversary of the Grant Date and continuing through the effective date of a Qualified Public Offering, the Company or its assignee(s) shall have a right of first refusal to purchase, on the terms and conditions set forth in this Section 9 (the “Right of First Refusal”), any Shares held by the Participant or any transferee thereof (either being sometimes referred to herein as the “Holder”) to the extent these Shares are permitted to be transferred in accordance with the terms of this Plan before these Shares may be Transferred (including transfer by gift or operation of law) by the Participant. For purposes of this Plan, a “Qualified Public Offering” means the first Public Offering which results in gross proceeds in excess of $250,000,000.

(a) Notice of Proposed Transfer . The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to Transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be Transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to Transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).

(b) Exercise of Right of First Refusal . At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be Transferred to any one or more of the Proposed Transferees, at the Purchase Price determined in accordance with Section 9(c) hereof.

(c) Purchase Price . The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 9 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors in good faith.

(d) Payment . Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice.

(e) Holder’s Right to Transfer . If all of the Shares proposed in the Notice to be Transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 9, then the Holder may sell or otherwise Transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other Transfer is consummated within 120 days after the date of the Notice, that any such sale or other Transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 9 shall continue to apply to the Shares in the hands of such Proposed Transferee. If

the Shares described in the Notice are not Transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise Transferred.

(f) Exception for Certain Family Transfers . Anything to the contrary contained in this Section 9 notwithstanding, the Transfer of any or all of the Shares during the Participant’ s lifetime or on the Participant’s death by will or intestacy to the Participant’s immediate family or a trust for the benefit of the Participant’s immediate family shall be exempt from the provisions of this Section 9. “Immediate Family’ as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 9, and there shall be no further Transfer of such Shares except in accordance with the terms of this Section 9.

10. Share Transfer Restrictions

Except for Transfers contemplated under Sections 8 and 11 hereof, at no time during the period commencing on the Grant Date and continuing through the later of (i) the fifth anniversary thereof, unless written consent providing otherwise has been obtained from the Company and (ii) the date that is the earlier of (A) the effective date of a registration statement filed by the Company under the Securities Act in connection with an underwritten public offering of any class of its equity securities or (B) the date on which any class of securities of the Company become registered pursuant to Section 12 of the Exchange Act, shall the Participant Transfer any Shares, and any attempt to do so shall be void. Notwithstanding the foregoing, nothing in this Section 10 shall prevent Transfers: (i) to the Company following the fifth anniversary of the Grant Date; (ii) to the Participant’s Estate or the Estate of a Person who has become a holder of Shares in accordance with the terms of this Plan; or (iii) to the Participant’s Trust that is made after the Grant Date in compliance with U.S. federal securities laws, provided that in such Transfers are made expressly subject to this Plan and that the transferee agrees in writing to be bound by the terms and conditions hereof.

11. “Bring-Along” Right

In the event that at any time prior to the fifth anniversary of a Public Offering, LU, KKR or SLP (or an Affiliate thereof to which Shares have been Transferred) proposes to transfer for value any of their holdings of Shares to any person (a “Proposed Purchaser”), in any transaction other than a Public Offering (a “Bring-Along Sale”), LU, KKR or SLP may provide the Participant or the Participant’s Estate or Participant’s Trust, as the case may be, written notice (a “Bring-Along Notice”) of such Bring-Along Sale and the material terms thereof not less than 10 business days prior to the proposed date of the Bring-Along Sale (the “Bring-Along Sale Date”), and the Participant hereby agrees to sell to such Proposed Purchaser, on the same terms and subject to the same conditions applicable to Shares that LU, KKR or SLP, as the case may be (or the Affiliate thereof) proposes to sell in the Bring-Along Sale, the number of Shares equal to the product of (a) the sum of the number of Shares (i) then held by the Participant or the Participant’s Estate or the Participant’s Trust, including all Shares subject to Options that are exercisable and (ii) any Share Options that will become exercisable prior to or in connection with

the Bring-Along Sale, multiplied by (b) the ratio of (i) the number of Shares that LU, KKR or SLP (or an Affiliate to which Shares have been Transferred) proposes to sell in the proposed Bring-Along Sale, divided by (ii) the number of Shares then held by LU, KKR or SLP, as the case may be (or an Affiliate to which Shares have been Transferred) at the same price and upon the same terms and conditions applicable to the Transfer of Shares held by LU, KKR or SLP, as the case may be (or an Affiliate to which Shares have been Transferred). The Participant, Participant’s Trust or Participant’s Estate, as the case may be, shall exercise Share Options to the extent necessary to obtain a number of Shares sufficient to fulfill its obligation to sell Shares in a Bring-Along Sale pursuant to this Section 11. The provisions of this Section 11 shall apply regardless of the form of consideration in the Bring-Along Sale.

12. Lock-Up Period

The Participant, if so requested by the Company or any representative of the underwriters (the “Managing Underwriter”) in connection with any registration of the public offering of any securities of the Company pursuant to an effective registration statement under the Securities Act, shall not sell or otherwise transfer any Shares not covered by such registration within 8 days prior to, or within 180 days (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the “Market Standoff Period”) after, the effective date of such registration statement. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of a Market Standoff Period.

13. Expiration of Certain Provisions

The provisions contained in Sections 8, 9, 10 and 11 of this Plan, and the portion of any other provisions of this Plan that incorporate the provisions of any of such Sections, shall terminate and be of no further force or effect upon the consummation of a Change of Control.

14. Transfers and Leaves of Absence

For purposes of the Plan, unless the Committee determines otherwise: (a) a transfer of a Participant’s employment or service without an intervening period of separation among the Company and any Subsidiary shall not be deemed a termination of employment or service, and (b) a Participant who is granted in writing a leave of absence shall be deemed to have remained in the employ or service of the Company or a Subsidiary during such leave of absence.

15. Adjustments

In the event of any change in the outstanding Shares (including an exchange for cash) by reason of a stock split, reverse stock split, spin-off, stock dividend, stock combination or reclassification, recapitalization, reorganization, consolidation, merger, change of control, or similar event which results in the distribution of Shares or other equity securities without the receipt of consideration by the Company, the Committee shall adjust appropriately the number and kind of Shares subject to the Plan and available for or covered by Grants and Share prices related to outstanding Grants, and make such other revisions to outstanding Grants as it deems are equitably required.

16. Merger, Consolidation, Exchange, Acquisition, Distribution, Liquidation or Dissolution

In its sole discretion, and on such terms and conditions as it deems appropriate, coincident with or after the grant of any Share Option, the Committee may provide that such Share Option cannot be exercised after the consummation of the merger or consolidation of the Company into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation of 80% or more of the Company’s then outstanding voting shares or the recapitalization, reclassification, liquidation or dissolution of the Company, or other adjustment or event which results in Shares being exchanged for or converted into cash, securities or other property, and if the Committee so provides, it shall, on such terms and conditions as it deems appropriate in its absolute discretion, also provide, either by the terms of such Share Option or by a resolution adopted prior to the consummation of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, that, for some period of time prior to the consummation of such transaction or event, such Share Option shall be exercisable as to all shares subject thereto, notwithstanding anything to the contrary herein (but subject to the provisions of Section 7(b)) and that, upon the consummation of such event, such Share Option shall terminate and be of no further force or effect; provided, however, that the Committee may also provide, in its absolute discretion, that even if the Share Option shall remain exercisable after any such event, from and after such event, any such Share Option shall be exercisable only for the kind and amount of cash, securities and/or other property, or the cash equivalent thereof (net of any applicable exercise price), receivable as a result of such event by the holder of a number of shares for which such Share Option could have been exercised immediately prior to such event.

In the event of a “spin-off” or other substantial distribution of assets of the Company which has a material diminutive effect upon the Fair Market Value of the Company’s Shares, the Committee shall in its discretion make an appropriate and equitable adjustment to any Share Option exercise price to reflect such diminution.

17. Amendment and Termination

The Committee shall have the authority to make such amendments to any terms and conditions applicable to outstanding Grants as are consistent with this Plan provided that, except for adjustments under Section 15 or 16 hereof and amendments under Section 20 hereof, no such action shall modify such Grant in a manner adverse to the Participant without the Participant’s consent except as such modification is provided for or contemplated in the terms of the Grant. The Board of Directors may amend, suspend or terminate the Plan.

18. Withholding Taxes

The Company shall have the right to deduct from any cash payment made under the Plan any taxes required by law to be withheld with respect to such payment. It shall be a condition to the obligation of the Company to deliver Shares upon the exercise of a Share Option that the Participant pay to the Company such amount as may be requested by the Company for the purpose of satisfying any liability for such withholding taxes. Any Grant Agreement may provide that the Participant may elect, in accordance with any conditions set forth in such Grant

Agreement, to pay a portion or all of such withholding taxes in Shares (including Shares acquired by contemporaneous exercise of other Share Options).

19. Registration

If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act, or engaged in a Public Offering, (i) the Company shall use reasonable efforts to register the Share Options and the Shares to be acquired on exercise of the Share Options on a Form S-8 Registration Statement or any successor to Form S-8 to the extent that such registration is then available with respect to such Share Options and Shares and (ii) the Company will use reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission (“SEC”) thereunder, to the extent required from time to time to enable the Participant to sell Shares without registration under the Securities Act within the limitations of the exemptions provided under any applicable rule or regulation of the SEC. Notwithstanding anything contained in this Section 19, the Company may deregister under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder. Nothing in this Section 19 shall be deemed to limit in any manner any otherwise applicable restrictions on sales of Shares.

20. Section 409A.

The Participant acknowledges and agrees that, to the extent applicable, this Plan and the Grant Agreement shall be interpreted in accordance with Section 409A of the Code and any proposed or final Treasury Regulations promulgated thereunder. Notwithstanding any provision of this Plan to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable to the Participant under Section 409A of the Code, the Company may (a) adopt such amendments to this Plan or the Grant Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Plan and/or (b) take such other actions as the Company determines necessary or appropriate to comply with the requirements of Section 409A of the Code.

21. Grant Agreement

The Options and the Shares issued to the Participant pursuant to this Plan shall be subject to all of the terms and provisions of the Grant Agreement, to the extent applicable to the Options and such shares. In the event of any conflict between the Grant Agreement and the Plan, the terms of the Plan shall control.

22. Individuals Subject to Non-Singapore Jurisdictions

23. Shareholder Meeting Notice Period

As permitted by Section 177(3) of the Singapore Companies Act, the Participant hereby agrees to shorter notice than required by Section 177(2) of the Singapore Companies Act with respect to any meeting of the Company, other than the Company’s annual general meeting, which shorter notice may be as little as immediately prior to the commencement of such meeting. To such end, the Participant hereby irrevocably appoints and constitutes LU, and its assigns, as the Participant’s true and lawful attorney, in the Participant’s name, place and stead, to make, execute and acknowledge documents for the limited purpose of agreeing to such shorter notice. The Participant agrees to provide the Company with any documentation reasonably requested by the Company to give effect to the agreements in the two immediately preceding sentences.

24. Effective and Termination Dates

The Plan was originally effective as of December 1, 2005, the effective date of its approval by the shareholders of the Company and shall terminate on November 30, 2015, subject to earlier termination by the Board of Directors pursuant to Section 17. The Plan was previously amended and restated by the Board of Directors effective as of April 14, 2006. The Plan as amended and restated herein was adopted by the Board of Directors effective as of February 25, 2008.

25. Shareholder Approval

The Plan, as previously amended and restated effective as of April 14, 2006 was approved by the Company’s shareholders on April 11, 2007.

26. Information Disclosure

The Company shall provide Participants with the information described in Rules 701(e)(3), (4), and (5) under the Securities Act no less frequently than every six (6) months commencing no later than February 28, 2008, with the financial statements therein being not more than 180 days old, in any event, subject to each Participant agreeing, in a form acceptable to the Company, to keep the information to be provided pursuant to this Section 26 confidential. The information required by this Section 26 shall be provided to Participants by either physical or electronic delivery or by written notice to the Participants of the availability of the information on an Internet site that may be password-protected and of any password needed to access the information. For the avoidance of doubt, if a Participant does not agree to keep the information to be provided pursuant to this Section 26 confidential, then the Company may elect not to provide such Participant any information under this Section 26.

Exhibit 4.29

SEPARATION AGREEMENT

This Separation Agreement (the “ Agreement ”) is effective as of August 16, 2007, by and between James Stewart (“ Employee ”) and Avago Technologies Limited, a company organized under the laws of Singapore (the “ Company ”), with reference to the following facts:

A. Employee’s status as an employee and/or officer of Avago Technologies U.S. Inc., a subsidiary of the Company (“ Avago U.S. ”), the Company and any subsidiary or other affiliate of the Company will end due to termination of such employment or office effective on December 1, 2007.

B. Employee and the Company desire to assure a smooth and effective transition of Employee’s duties to his successor and to wind-up their employment relationship amicably.

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

1. Termination Date . Employee acknowledges that his status as an employee and/or officer of Avago U.S., the Company and any subsidiary or other affiliate of the Company shall end due to his voluntary resignation from such employment or office on December 1, 2007 (the “ Termination Date ”). Employee hereby agrees to execute any document necessary to give effect to the preceding sentence.

2. Termination Payments . The Company shall cause Avago U.S. to continue to pay to Employee his base salary at the rate of $287,052 per annum (“ Base Salary ”) through the Termination Date in accordance with Avago U.S.’s normal payroll practices. On the Termination Date, the Company shall cause Avago U.S. to pay to Employee any accrued but unpaid Base Salary and Flexible Time Off in accordance with Avago U.S.’s normal termination pay procedures.

3. Separation Payments and Benefits . Without admission of any liability, fact or claim, the Company hereby agrees, subject to the execution hereof by both parties, Employee’s continuing performance of his obligations pursuant to this Agreement (including best efforts to ensure an orderly transition to his successor), and that certain Agreement Regarding Confidential Information and Proprietary Development between the Company and Employee dated as of November 14, 2005, (the “ARCIPD”) and Employee executing within twenty-one (21) days of the Termination Date and failing to revoke during the applicable revocation period, if any, a general release of all claims against the Company and its affiliates in a form acceptable to the Company (the “ Release ”), and subject to approval of the Board of Directors, to provide Employee severance benefits as follows:

(a) Target Bonus. The Company shall cause Avago U.S. to pay to Employee $114,400, which represents Employee’s forty percent (40%) target bonus opportunity for fiscal year 2007, payable in a single cash lump sum on, or as soon as administratively practicable following, the date the Release becomes no longer subject to revocation;

(b) Equity.

i. Roll-Over Options. The Company and Employee acknowledge that, subject to the terms of the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries, as amended from time to time (the “ Equity Incentive Plan ”), Employee was granted roll-over options to purchase an aggregate of

133,333 ordinary shares of the Company at $1.25 per share on December 1, 2005 (the “ Roll-Over Options ”). The Company and Employee agree that the Roll-Over Options are fully vested. The Company shall pay to Employee a cash lump sum in the amount calculated by multiplying 133,333 times the result of subtracting (A) $1.25 from (B) the per share fair market value of the ordinary shares of the Company as of the Termination Date, as determined by the Company in its sole discretion, payable on, or as soon as administratively practicable following, the date the Release becomes no longer subject to revocation. Once the payment to Employee contemplated by this Section 2(b)(i) has been made by the Company, Employee agrees that he shall have no further right, title or interest in any Roll-Over Options or the ordinary shares of the Company underlying such options, the Equity Incentive Plan (with respect to such options) and any other agreements entered into with respect thereto

ii. Granted Options . The Company and Employee acknowledge that, subject to the terms of the Equity Incentive Plan, Employee was granted options to purchase an aggregate of 366,667 ordinary shares of the Company at $5.00 per share on December 1, 2005 (the “ Granted Options ”). The Company and Employee agree that, provided Employee does not exercise any of the Granted Options prior to the Termination Date, the Granted Options shall become vested, to the extent necessary, with respect to forty percent (40%) of the ordinary shares subject thereto (the “ Vested Granted Options ”), as of the Termination Date. The Company shall pay to Employee a cash lump sum in the amount calculated by multiplying 146,665 times the result of subtracting (A) $5.00 from (B) the per share fair market value of the ordinary shares of the Company as of the Termination Date, as determined by the Company in its sole discretion, payable on, or as soon as administratively practicable following, the date the Release becomes no longer subject to revocation. As of the Termination Date, the Granted Options which are not Vested Granted Options shall be cancelled for no consideration. Once payment to Employee contemplated by this Section 2(b)(ii) has been made by the Company, Employee agrees that he shall have no further right, title or interest in any Granted Options or the ordinary shares of the Company underlying such options, the Equity Incentive Plan (with respect to such options) and any other agreements entered into with respect thereto.

(c) Taxes . Employee understands and agrees that all payments under this Agreement will be subject to appropriate tax withholding and other deductions, as and to the extent required by law. To the extent any taxes may be payable by Employee for the benefits provided to him by this Agreement beyond those withheld by the Company, Employee agrees to pay them himself and to indemnify and hold the Company and the other entities released herein harmless for any tax claims or penalties, and associated attorneys’ fees and costs, resulting from any failure by him to make required payments.

(d) Sole Separation Benefit . Employee agrees that the payments provided by this Agreement are not required under the Company’s normal policies and procedures and are provided as a severance solely in connection with this Agreement. Employee further acknowledges and agrees that the payments referenced in this Agreement constitute adequate and valuable consideration, in and of themselves, for the promises contained in this Agreement.

4. Full Payment; Termination of Employment Agreement; Survival . Employee acknowledges that the payment and arrangements herein shall constitute full and complete satisfaction of any and all amounts properly due and owing to Employee as a result of his employment with the

Company and any subsidiary or affiliate of the Company, and the termination thereof. Nothing in this Agreement shall diminish the obligations of Employee under the ARCIPD.

5. Non-Solicitation.

(a) Non-Solicitation . For the period beginning as of the date of this Agreement and ending on the twelve month anniversary of the Termination Date (the “ Restricted Period ”), Employee shall not, either directly or indirectly and shall not permit any Covered Entity (as defined below) which is Controlled (as defined below) by Employee to, either directly or indirectly, (A) solicit, or take any other action that is intended to solicit, the business of any customers of the Company or any subsidiary or affiliate of the Company, (B) solicit, take away, or attempt to solicit or take away (either on such Employee’s behalf or on behalf of any other person or entity) any person (1) who is then an employee of the Company or any subsidiary or affiliate of the Company, or (2) who has terminated his or her employment with the Company or any subsidiary or affiliate of the Company within the six (6) months preceding such solicitation or other action, or (C) entice or solicit or attempt to induce, solicit or influence (either on such Employee’s behalf or on behalf of any other person or entity) any employee of the Company or any subsidiary or affiliate of the Company to terminate or otherwise leave their employment with the Company or any subsidiary or affiliate of the Company. Additionally, during the Restricted Period, Employee shall not, either directly or indirectly and shall not permit any Covered Entity which is Controlled by Employee to, either directly or indirectly, hire or attempt to hire (either on such Employee’s behalf or on behalf of any other person or entity) any person (1) who is then an employee of the Company or any subsidiary or affiliate of the Company, or (2) who has terminated his or her employment with the Company or any subsidiary or affiliate of the Company within the six (6) months preceding such hiring.

(b) Enforcement; Remedies . Employee hereby agrees and acknowledges that the Company has a valid and legitimate business interest in protecting the Business in the Territory from any activity prohibited by this Section 5. Employee acknowledges that Employee’s expertise in the Business is of a special and unique character which gives this expertise a particular value, and that a breach of the covenants in this Section 5 by Employee will cause serious and irreparable harm to the Company. Employee therefore acknowledges that a breach of the covenants in this Section 5 by Employee cannot be adequately compensated in an action for damages at law, and equitable relief would be necessary to protect the Company from a violation of this Agreement and from the harm which this Agreement is intended to prevent. By reason thereof, Employee acknowledges that the Company is entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach of this Agreement without any requirement to prove actual damages or post a bond. Employee acknowledges, however, that no specification in this Agreement of a particular legal or equitable remedy may be construed as a waiver of or prohibition against pursuing other legal or equitable remedies in the event of a breach of this Agreement by Employee.

(c) Severability and Modification of Any Unenforceable Covenant . It is the parties’ intent that each of the covenants under this Section 5 be read and interpreted with every reasonable inference given to its enforceability. However, it is also the parties’ intent that if any term, provision or condition of the covenants is held to be invalid, void or unenforceable, the remainder of the provisions thereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is also the parties’ intent that if it

is determined any of the covenants are unenforceable because of overbreadth, then the covenants shall be modified so as to make them reasonable and enforceable under the prevailing circumstances.

(d) Tolling . In the event of the breach by Employee of any covenant set forth in Section 5(a) hereof, the running of the Restricted Period, as applicable, shall be automatically tolled and suspended for the amount of time that the breach continues, and shall automatically recommence when the breach is remedied so that the Company shall receive the benefit of Employee’s compliance with the covenants.

(e) Definitions . For the purposes of this Section 5, the following terms are defined as follows:

i. “ Affiliate ” means, with respect to any party, any corporation, limited liability company, partnership, joint venture, firm and/or other entity which Controls, is Controlled by or is under common Control with such party.

ii. “ Business ” means the business of the Company as of the effective date of this Agreement, and any other business activity or service in which the Company is engaged or making an active effort to develop business as of the Termination Date.

iii. “ Control ” means (i) in the case of corporate entities, direct or indirect ownership of at least fifty percent (50%) of the stock or participating assets entitled to vote for the election of directors; and (ii) in the case of non-corporate entities (such as individuals, limited liability companies, partnerships or limited partnerships), either (A) direct or indirect ownership of at least fifty percent (50%) of the equity interest, or (B) the power to direct the management and policies of the noncorporate entity.

iv. “ Covered Entity ” means every Affiliate of Employee, and every business, association, trust, corporation, partnership, limited liability company, proprietorship or other entity in which Employee has invested (whether through debt or equity securities), or has contributed any capital or made any advances to, or in which any Affiliate of Employee has an ownership interest or profit sharing percentage, or a firm from which Employee or any Affiliate of Employee receives or is entitled to receive income, compensation or consulting fees in which Employee or any Affiliate of Employee has an interest as a lender (other than solely as a trade creditor for the sale of goods or provision of services that do not otherwise violate the provisions of this Agreement); provided , however , that only entities whose management decisions are influenced by Employee shall be considered Covered Entities for purposes of this Agreement. The agreements of Employee contained herein specifically apply to each entity which is presently a Covered Entity or which becomes a Covered Entity subsequent to the date of this Agreement, and in both cases is a Covered Entity at the time of the violation of Section 5. Notwithstanding anything contained in the foregoing provisions to the contrary, the term “Covered Entity” shall not include the Company or any subsidiary or affiliate of the Company.

v. “ Territory ” means each and every state, county, city or other political subdivision or geographic location in the United States or in any other

territory or jurisdiction outside of the United States, in each case in which the Company or any subsidiary or affiliate of the Company is engaged in the Business.

6. Other Agreements . The parties further agree that:

(a) Non-Disparagement . Employee agrees that he shall not publicly disparage, defame or criticize the Company, its subsidiaries, its affiliates and their respective affiliates, directors, officers, agents, partners, shareholders or employees. Nothing in this Section 6(a) shall have application to any evidence or testimony requested by any court, arbitrator or government agency.

(b) Cooperation . Subject to Employee’s other business pursuits, including other employment, Employee agrees to cooperate fully and promptly with the Company in its efforts to prosecute or defend itself against any claim, suit, demand or cause of action (not brought by the Company against Employee or by Employee against the Company); provided that the Company shall be responsible for any reasonable and documented out-of-pocket costs or expenses associated with such cooperation (including reasonable attorneys’ fees).

(c) Personal Expenses . Any personal expenses incurred by the Company on Employee’s behalf, including personal charges to any Company credit card (if any), shall promptly be reimbursed by Employee upon presentation by the Company.

(d) Transfer of Company Property . On or before the Termination Date, Employee agrees to turn over to the Company any and all property, tangible or intangible, relating to its business, which he possessed or had control over at any time (including, but not limited to, Company-provided credit cards, building or office access cards, keys, computer or other business equipment, manuals, files, documents, records, software, employee database and other data), and that he shall not retain any copies, compilations, extracts, excerpts, summaries or other notes of any such manuals, files, documents, records, software, customer or employee database or other data files, memoranda, records, and other documents, and any other physical or personal property which are the property of the Company and which he had in his possession, custody or control, including any computers, cellular phones, PDAs or similar business equipment.

7. Confidentiality . Except as may be required by law, neither Employee, his attorneys, nor any person acting by, through, under or in concert with them, shall disclose the terms of this Agreement to any individual or entity. It shall not be a violation of this provision, however, for Employee to advise his accountant or similar professional advisor owing a duty of confidentiality to Employee of the terms of this Agreement and the Released Matters contained herein.

8. Dispute Resolution . Any controversy, claim, cause of action, in law or equity, or dispute involving the parties (or their affiliated persons or entities) directly or indirectly concerning this Agreement, or the subject matter thereof, including its enforcement, performance, breach, or interpretation, shall be resolved solely and exclusively by final and binding arbitration held in Larimer County Colorado by three (3) arbitrators in accordance with the rules of employment arbitration then followed by the American Arbitration Association or any successor to the functions thereof. The Company and Employee shall each select an arbitrator and the two (2) selected arbitrators shall select the third (3 ^rd ) arbitrator. The arbitrators shall apply Colorado law in the resolution of all controversies, claims and disputes and shall have the right and authority to determine how his or her decision or determination as to each issue or matter in dispute may be implemented or enforced. Any decision or

award of the arbitrator shall be final and conclusive on the parties to this Agreement and their respective affiliates, and there shall be no appeal therefrom other than from gross negligence or willful misconduct. Notwithstanding the foregoing, claims regarding worker’s compensation and unemployment compensation benefits shall not be subject to arbitration under this Agreement. Each party in any such arbitration shall be responsible for its own attorneys’ fees, costs and necessary disbursement; provided , however , that if one party refuses to arbitrate and the other party seeks to compel arbitration by court order, if such other party prevails, it shall be entitled to recover reasonable attorneys’ fees, costs and necessary disbursements.

The parties hereto agree that any action to compel arbitration pursuant to this Agreement may be brought in any appropriate state court in Colorado, and in connection with such action to compel, the laws of Colorado law shall control. Application may also be made to such court for confirmation of any decision or award of the arbitrator, for an order of the enforcement and for any other remedies which may be necessary to effectuate such decision or award. The parties hereto hereby consent to the jurisdiction of the arbitrator and of such court and waive any objection to the jurisdiction of such arbitrator and court.

Notwithstanding the foregoing, the Company shall be entitled to seek injunctive relief, in any court of competent jurisdiction, to enforce this Agreement and this Section 8 shall not limit the right of the Company to seek judicial relief pursuant to Section 5(b) of this Agreement without prior arbitration.

9. Miscellaneous . This Agreement together with the ARCIPD is the entire agreement between the parties with regard to the subject matter hereof. This Agreement shall be interpreted in accordance with the laws of Colorado and federal law where applicable. Whenever possible, each provision of this Agreement shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision shall be held to be prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting the remainder of such provision or any of the remaining provisions of this Agreement. Employee acknowledges that there are no other agreements, written, oral or implied, and that he may not rely on any prior negotiations, discussions, representations or agreements. This Agreement may be modified only in writing, and such writing must be signed by both parties and recited that it is intended to modify this Agreement. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. In the event of any material breach of this Agreement, not cured within ten (10) days after written notice, the non-defaulting party shall have all rights and remedies available under law. Each party shall be solely responsible for and shall bear all of its own costs and expenses incident to its obligations under and in respect of this Agreement, including, but not limited to, any such costs and expenses incurred by such party in connection with the negotiation, preparation, performance of and compliance with the terms of this Agreement (including, without limitation, the fees and expenses of legal counsel or other representatives).

10. Right to Terminate Agreement . This Agreement may be terminated by Employee by written notice at any time prior to October 15, 2007; provided that nothing herein shall be construed to change the at-will nature of Employee’s employment.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have caused this Separation Agreement to be duly executed and delivered as of the date indicated next to their respective signatures below.


DATED: 8-16, 2007	/s/ James Stewart

	James Stewart

	AVAGO TECHNOLOGIES LIMITED
DATED: 8-16, 2007

	By:	/s/ Hock E. Tan

		Name: Hock E. Tan
		Title: President

[ Signature Page to Avago Technologies Limited Separation Agreement ]

Exhibit 4.30

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into as of the 30 ^th day of Oct., 2007 by and between Fariba Danesh (“Executive”) and Avago Technologies U.S. Inc. (the “Employer”), a wholly-owned subsidiary of Avago Technologies Limited (“Parent”, and together with the Employer, the “Company”). This Agreement shall become effective as a valid and binding contract as of the date first above written, provided that the operative provisions hereof shall not become effective until November 1, 2007 (the “Effective Date”).

Whereas , Executive is currently employed by the Company; and

Whereas , the Company desires to continue to employ Executive, and Executive wishes to be employed by the Company, on the terms set forth herein.

Now, Therefore , in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows:

ARTICLE I
DEFINITIONS

For purposes of the Agreement, the following terms are defined as follows:

1.1 “ Affiliate ” means, with respect to any party, any corporation, limited liability company, partnership, joint venture, firm and/or other entity which Controls, is Controlled by or is under common Control with such party.

1.2 “ Board ” means the Board of Directors of Parent.

1.3 “ Business ” means the business of the Company as of the Effective Date, and any other business activity or service in which the Company is engaged or making an active effort to develop business at the time of termination of Executive’s employment with the Company or any Affiliate of the Company.

1.4 “ Cause ” means:

(a) Executive’s willful refusal to perform in any material respect her lawful duties or responsibilities for the Company or its Affiliates or willful disregard in any material respect of any financial or other budgetary limitations established in good faith by the Board or the board of any Affiliate by which Executive is employed; or (b) the engaging by the Executive in conduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or any of its Affiliates, including, but not limited to, misappropriation or conversion of assets of the Company or its Affiliates (other than non-material assets); or (c) Executive’s engagement in an act of moral turpitude or conviction of or entry of a plea of nolo contendere to a felony.

No act or failure to act by Executive shall be deemed “willful” if done, or omitted to be done, by Executive in good faith and with the reasonable belief that Executive’s action or omission was in

the best interest of the Company or its subsidiaries or consistent with Company policies or the directive of the Board.

1.5 “Change in Control” means (i) the sale of all or substantially all of the assets of Parent and its subsidiaries, taken as a whole to a person who is not an Affiliate of Parent or the Sponsors; (ii) a sale by the Sponsors or any of their respective Affiliates resulting in more than fifty percent (50%) of the voting shares of Parent being held by a person or related group of persons that does not include the Sponsors or any of their respective Affiliates; or (iii) a merger or consolidation of Parent into another person which is not an Affiliate of Parent or the Sponsors, if and only if as a result of such merger or consolidation the Sponsors lose the ability to elect a majority of the Board (or the resulting entity).

1.6 “ Confidentiality Agreement ” means that certain Proprietary Information and Inventions Agreement between Executive and Parent dated as of June 16, 2006.

1.7 “ Control ” means (i) in the case of corporate entities, direct or indirect ownership of at least fifty percent (50%) of the stock or participating assets entitled to vote for the election of directors; and (ii) in the case of non-corporate entities (such as individuals, limited liability companies, partnerships or limited partnerships), either (A) direct or indirect ownership of at least fifty percent (50%) of the equity interest, or (B) the power to direct the management and policies of the noncorporate entity.

1.8 “ Covered Entity ” means every Affiliate of Executive, and every business, association, trust, corporation, partnership, limited liability company, proprietorship or other entity in which Executive has invested (whether through debt or equity securities), or has contributed any capital or made any advances to, or in which any Affiliate of Executive has an ownership interest or profit sharing percentage, or a firm from which Executive or any Affiliate of Executive receives or is entitled to receive income, compensation or consulting fees in which Executive or any Affiliate of Executive has an interest as a lender (other than solely as a trade creditor for the sale of goods or provision of services that do not otherwise violate the provisions of this Agreement); provided , however , that only entities whose management decisions are influenced by Executive shall be considered Covered Entities for purposes of this Agreement. Notwithstanding anything contained in the foregoing provisions to the contrary, the term “Covered Entity” shall not include the Company or any Affiliate of the Company.

1.9 “ Disability ” means a determination that Executive is unable to substantially perform the material duties and responsibilities contemplated by this Agreement as a result of a disability within the meaning of the Company’s disability insurance plan despite reasonable accommodation by the Company as required by the Americans with Disabilities Act, which inability continues for a period exceeding ninety (90) consecutive days or shorter periods exceeding ninety (90) days in the aggregate during any period of one hundred eighty (180) consecutive days.

1.10 “ Involuntary Termination Without Cause ” means Executive’s dismissal or discharge by the Company for any reason other than for Cause. The termination of Executive’s employment as a result of Executive’s death or Disability shall not be deemed to be an Involuntary Termination Without Cause.

1.11 “ Section 409A ” means Section 409A of the Internal Revenue Code of 1986, as amended and the Department of Treasury Regulations and other interpretive guidance issued thereunder.

1.12 “ Severance Period ” means the period of time beginning with the effective date of Executive’s termination of employment with the Company and ending on the earlier of (i) the twelve-month anniversary of such termination of employment with the Company or (ii) the date Executive takes any action, directly or indirectly, that, if such action had been taken while employed by the Company, would breach the terms of Section 5.2 or Section 5.3 of this Agreement.

1.13 “Sponsors” means Kohlberg Kravis & Roberts Co., L.P. and Silver Lake Partners, LLC.

1.14 “ Term ” means the period commencing on the Effective Date and continuing until employment is terminated pursuant to the provisions of this Agreement or otherwise.

1.15 “ Territory ” means each and every state, county, city or other political subdivision or geographic location in the United States or in any other territory or jurisdiction outside of the United States, in each case in which the Company or any Affiliate of the Company is engaged in the Business.

1.16 “Voluntary Termination for Good Reason” means the voluntary termination by Executive of Executive’s employment under this Agreement for any of the following reasons:

(a) A reduction in Executive’s Salary (other than as part of a broad salary reduction program instituted because the Company or its affiliates are in financial distress);

(b) A substantial reduction in Executive’s duties and responsibilities;

(c) the elimination or reduction of Executive’s eligibility to participate in the Company’s benefit programs that is inconsistent with the eligibility of executive employees of the Company to participate therein;

(d) The Company informs Executive of its intention to transfer Executive’s primary workplace to a location that is more than fifty (50) miles from Executive’s workplace as of the Effective Date;

(e) The Company’s material breach of its obligations under this Agreement that is not cured within sixty (60) days following written notice thereof; or

(f) any serious chronic mental or physical illness of a member of Executive’s family that requires Executive to terminate Executive’s employment because of substantial interference with Executive’s duties at the Company; provided, that at the Company’s request Executive shall provide the Company with a written physician’s statement confirming the existence of such mental or physical illness.

ARTICLE II
EMPLOYMENT BY THE COMPANY

2.1 Position and Duties. During the Term, the Company hereby agrees to employ Executive in the position of Senior Vice President and General Manager – Fiber Optics Product Division and Executive hereby agrees to provide services for the Company, on such terms and conditions as provided in this Agreement. Executive shall perform such duties as are customarily associated with the position of Senior Vice President and General Manager – Fiber Optics Product Division and such other duties as are commensurate with Executive’s position and are assigned to Executive by the Company. Executive shall report to the Chief Executive Officer of Parent. While Executive is employed by the Company during the Term, Executive shall devote Executive’s commercially reasonable efforts and substantially all of Executive’s business time and attention (except for vacation periods and reasonable periods of illness or other incapacities permitted by the Company’s general employment policies or as otherwise set forth in this Agreement) to the business of the Company. Except with the prior written consent of the Company, Executive shall not during the Term undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor and are not in violation of the provisions in Article V.

2.2 Employment Policies. The employment relationship between the parties shall also be governed by the employment policies of the Company, including those relating to protection of confidential information and assignment of inventions, except that when the terms of this Agreement differ from or are in conflict with the Company’s employment policies, this Agreement shall control.

ARTICLE III
COMPENSATION

3.1 Base Salary. During the Term, Executive shall receive for services to be rendered hereunder an annual base salary of $357,012 (as may be adjusted from time to time, the “Salary”), payable on the regular payroll dates of the Company as may be in effect from time to time.

3.2 Target Bonus . During the Term, Executive shall be eligible to participate in the Avago Performance Bonus program with an annual bonus targeted at 75% of Executive’s Salary on the terms and conditions determined by the Company (the “Target Bonus”).

3.3 Equity Compensation . Subject to Board approval, Executive shall be granted options to purchase a total of 175,000 ordinary shares of Parent (the “Options”) in accordance with the Amended and Restated Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries, as may be amended from time to time. The Options shall have an exercise price equal to the fair market value of the ordinary shares of Parent on their date of grant. Fifty percent (50%) of the Options shall become vested and exercisable at a rate of twenty percent (20%) per year over five years from the date of grant, subject to Executive’s continued

employment with the Company through each vesting date. Fifty percent (50%) of the Options shall become vested and exercisable at a rate of twenty percent (20%) per year over five years from the date of grant, subject to Executive’s continued employment with the Company through each vesting date and the achievement of certain performance targets, as determined by the Board in its sole discretion.

3.4 Standard Company Benefits. During the Term, Executive shall be entitled to all rights and benefits under the terms and conditions of the standard Company benefits and compensation practices that may be in effect from time to time and are provided by the Company to similarly situated employees generally.

ARTICLE IV
TERMINATION

4.1 Termination for Cause; Voluntary Termination for Any Reason other than Good Reason. In the event that the Company terminates Executive’s employment for Cause or in the event Executive terminates Executive’s employment for any reason other than a Voluntary Termination for Good Reason, the Company shall have no obligation to Executive except for payment of any Salary, vacation and expense reimbursement accrued and unpaid to the effective date of termination and except as otherwise required by law (collectively, the “Accrued Obligations”). The date of a resignation by Executive shall be the date specified in a written notice of resignation from Executive to the Company, provided that Executive shall provide at least thirty (30) days’ advance written notice of Executive’s resignation.

4.2 Involuntary Termination Without Cause; Voluntary Termination for Good Reason. In the event that, prior to the second anniversary of the Effective Date, Executive’s employment terminates due to an Involuntary Termination Without Cause, Executive’s death or Executive’s Disability, or a Voluntary Termination for Good Reason, (a) Executive shall receive payment of Executive’s Accrued Obligations, and (b) subject to Executive’s delivery, execution and nonrevocation (during the applicable revocation period) of a general release of all claims against the Company and its Affiliates in a form acceptable to the Company (a “General Release”), the Company shall (i) continue to pay Executive’s Salary for the Severance Period on the regular payroll dates of the Company as may be in effect from time to time, and (ii) the vesting of each option to purchase the ordinary shares of Parent held by Executive immediately prior to such termination shall accelerate to the extent such option would otherwise have vested had Executive remained employed through the second anniversary of the Effective Date. Except as provided in this Section 4.2 or as otherwise required by applicable law, Executive shall have no right under this Agreement or otherwise to receive any other compensation or to participate in any other plan, program or arrangement, including, without limitation, any employee benefit plans, after an Involuntary Termination Without Cause or Voluntary Termination for Good Reason with respect to the year of such termination and later years.

Disability or by Executive due to a Voluntary Termination for Good Reason, (a) Executive shall receive payment of Executive’s Accrued Obligations, and (b) subject to Executive’s delivery, execution and nonrevocation (during the applicable revocation period) of a General Release, the Company shall (i) continue to pay Executive’s Salary for the Severance Period on the regular payroll dates of the Company as may be in effect from time to time, and (ii) pay to Executive on the date such payment is made to the executives of the Company, the lesser of Executive’s Target Bonus for the year during which such termination of employment occurs and the Target Bonus amount paid to Executive for the year prior to the year during which Executive’s employment terminates, and (iii) the vesting of each option to purchase the ordinary shares of Parent held by Executive immediately prior to such termination shall immediately become vested and exercisable with respect to that number of shares which such options would have become vested and exercisable over the succeeding 12-month period based solely on the passage of time and Executive’s performance of services. Except as provided in this Section 4.3 or as otherwise required by applicable law, Executive shall have no right under this Agreement or otherwise to receive any other compensation or to participate in any other plan, program or arrangement, including, without limitation, any employee benefit plans, after an Involuntary Termination Without Cause or Voluntary Termination for Good Reason within the 12-month period commencing on a Change in Control with respect to the year of such termination and later years.

ARTICLE V
COVENANTS OF EXECUTIVE

5.1 Confidentiality Agreement. Executive hereby acknowledges and understands that Executive remains bound by the Confidentiality Agreement, and the provisions of the Confidentiality Agreement shall survive any termination of this Agreement or of Executive’s employment relationship with the Company as set forth in the Confidentiality Agreement.

5.2 Non-Compete. During the Term, Executive shall not, either directly or indirectly, individually or by or through any Covered Entity, participate in, assist, aid or advise in any way, any business or enterprise that competes with the Business in the Territory. During the Term Executive shall not, either directly or indirectly, individually or by or through any Covered Entity, invest in (whether through debt or equity securities), contribute any capital or make any advances to, take an ownership interest or profit-sharing percentage in, seek to purchase or acquire, or receive income, compensation or consulting fees from, any entity or person involved in the Business in the Territory. Notwithstanding the foregoing, nothing contained in this Section 5.2 prohibits Executive or any Affiliate of Executive from owning less than two percent (2%) of any class of voting securities publicly held and quoted on a recognized securities exchange or inter-deal quotation system, of any issuer, and no such issuer shall be considered a Covered Entity solely by virtue of such ownership or the incidents thereof; provided , however , that Executive hereby acknowledges and agrees that the ownership of securities permitted herein is limited to a passive investment and that Executive is hereby prohibited from actively participating in the business of or otherwise maintaining a relationship with such issuer that would contravene the restricted activities contemplated by this Section 5.2, other than to participate in the general rights and benefits as a shareholder thereof.

5.3 Non-Solicitation. During the Term and for twelve (12) months thereafter, Executive shall not, either directly or indirectly and shall not permit any Covered Entity which is Controlled by Executive to, either directly or indirectly, (a) solicit, or take any other action that is intended to solicit, the business of any customers of the Company or any of its Affiliates, (b) solicit, take away, or attempt to solicit or take away (either on such Executive’s behalf or on behalf of any other person or entity) any person (i) who is then an employee of the Company or any Affiliate of the Company, or (ii) who has terminated his or her employment with the Company or any Affiliate of the Company within the six (6) months preceding such solicitation or other action, or (c) entice or solicit or attempt to induce, solicit or influence (either on such Executive’s behalf or on behalf of any other person or entity) any employee of the Company or any Affiliate of the Company to terminate or otherwise leave their employment with the Company or any Affiliate of the Company.

5.4 Enforcement; Remedies. Executive hereby agrees and acknowledges that the Company has a valid and legitimate business interest in protecting the Business in the Territory from any activity prohibited by Article V hereof. Executive acknowledges that Executive’s expertise in the Business is of a special and unique character which gives this expertise a particular value, and that a breach of the covenants in Article V hereof by Executive will cause serious and irreparable harm to the Company. Executive therefore acknowledges that a breach of the covenants in Article V hereof by Executive cannot be adequately compensated in an action for damages at law, and equitable relief would be necessary to protect the Company from a violation of this Agreement and from the harm which this Agreement is intended to prevent. By reason thereof, Executive acknowledges that the Company is entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach of this Agreement without any requirement to prove actual damages or post a bond. Executive acknowledges, however, that no specification in this Agreement of a particular legal or equitable remedy may be construed as a waiver of or prohibition against pursuing other legal or equitable remedies in the event of a breach of this Agreement by Executive.

5.5 Severability and Modification of Any Unenforceable Covenant. It is the parties’ intent that each of the covenants under this Article V be read and interpreted with every reasonable inference given to its enforceability. However, it is also the parties’ intent that if any term, provision or condition of the covenants is held to be invalid, void or unenforceable, the remainder of the provisions thereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is also the parties’ intent that if it is determined any of the covenants are unenforceable because of overbreadth, then the covenants shall be modified so as to make them reasonable and enforceable under the prevailing circumstances.

ARTICLE VI
GENERAL PROVISIONS

courier with receipt acknowledgment requested, the next business day following the date sent, or (iv) if given by facsimile or telecopy, upon confirmation of transmission by facsimile or telecopy, in each case to the parties at the following addresses:


		To the Company:				Avago Technologies
						Attn: General Counsel
						350 W. Trimble Road, MS 90MG
						San Jose, CA 95131
						Facsimile: 408-435-4172

		To Executive:				Fariba Danesh
						3 Puri Court
						Pleasanton, CA 94588
						Facsimile:

6.2 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein.

6.3 Modifications; Waivers. Waivers or modifications of this Agreement, or of any covenant, condition, or limitation contained herein, are valid only if in writing duly executed by the parties hereto. If either party should waive any breach of any provisions of this Agreement, they shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.

6.4 Entire Agreement.

(a) This Agreement (including any attachments and exhibits hereto) contains the parties’ sole and entire agreement regarding the subject matter hereof, and supersedes any and all other agreements, understandings, statements and representations of the parties, including, but not limited to, any offer letter agreement, employment agreement or other agreement regarding Executive’s compensation or terms of employment entered into prior to the Effective Date.

(b) The parties acknowledge and agree that, except for those representations specifically referenced herein, no party has made any representations (i) concerning the subject matter hereof or (ii) inducing the other party to execute and deliver this Agreement. The parties have relied on their own judgment in entering into this Agreement.

6.5 Counterparts. This Agreement may be executed in one or more separate counterparts, including electronically transmitted counterparts, any one of which need not contain signatures

of more than one party, but all of which shall be deemed an original and taken together will constitute one and the same Agreement.

6.6 Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.

6.7 Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and the Company, and their respective successors, assigns, heirs, executors and administrators, except that Executive may not assign any of Executive’s duties hereunder and Executive may not assign any of Executive’s rights or other interest herein (except in connection with any assignment of rights to receive consideration hereunder by or to Executive’s estate made upon the death of Executive) to any party without the prior written consent of the Company, and any such purported assignment shall be null and void. Notwithstanding the foregoing, the Company may, without obtaining the consent of Executive, assign any or all of its rights and obligations under this Agreement to any of its Affiliates; provided , however , that any such assignment shall not expand the obligations or restrictions of Executive. To the extent that the Company assigns its rights and obligations hereunder, the Company shall not be relieved of its obligations hereunder in respect of any such assignment.

6.8 Survival of Rights and Obligations. The rights and obligations of the parties as stated herein shall survive the termination of this Agreement.

6.9 Joint Preparation. All parties to this Agreement have negotiated it at length, and have had the opportunity to consult with and be represented by their own competent counsel. This Agreement is therefore deemed to have been jointly prepared by the parties, and any uncertainty or ambiguity existing in it shall not be interpreted against any party, but rather shall be interpreted according to the rules generally governing the interpretation of contracts.

6.10 Arbitration. Executive and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance or interpretation of this Agreement, Executive’s employment, or the termination of Executive’s employment, shall be resolved to the fullest extent permitted by law by final, binding and confidential arbitration, by a single arbitrator, in Santa Clara County, California, conducted by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) under the applicable JAMS employment rules. By agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding . The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that Executive or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Notwithstanding the foregoing, Executive and the Company each have the right to resolve any issue or dispute over intellectual property rights by Court action instead of arbitration.

6.11 Third - Party Beneficiaries. No term or provision of this Agreement is intended to be, or shall be, for the benefit of any person, firm, organization, corporation or entity not a party hereto, and no such other person, firm, organization, corporation or entity shall have any right or cause of action hereunder.

6.12 Withholding. The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local or foreign withholding or other taxes or charges which the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise.

6.13 Attorneys’ Fees . If either party hereto brings any action to enforce rights hereunder, each party in any such action shall be responsible for its own attorneys’ fees and costs incurred in connection with such action.

6.14 Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of California without regard to the conflicts of law provisions thereof.

6.15 Internal Revenue Code Section 409A. Notwithstanding any provision of this Agreement to the contrary, if, at the time of Executive’s termination of employment with the Company, Executive is deemed to be a “specified employee” as defined in Section 409A of the Code, any payment or benefit that otherwise would be paid to Executive during the period of time beginning with such termination of employment and ending on the earliest of (i) the date which is six months after Executive’s “separation from service” for any reason, other than death or “disability” (as such terms are used in Section 409A(a)(2) of the Code) or (ii) the date of Executive’s death or “disability” (as such term is used in Section 409A(a)(2)(C) of the Code) shall instead be paid to Executive in a lump sum as soon as practicable following such period of time (for the avoidance of doubt, any installment payments due to Executive after such period of time shall not be accelerated). The provisions of this Section 6.15 shall only apply to the extent required to avoid Executive’s incurrence of any penalty tax or interest under Section 409A or any regulations or guidance promulgated thereunder.

( Signature page follows )

In Witness Whereof , the parties have executed this Employment Agreement on the day and year first above written.


		AVAGO TECHNOLOGIES

		By:		/s/ Hock E. Tan


		Name: Hock E. Tan


		Title: President



		EXECUTIVE

		/s/ Fariba Danesh

		FARIBA DANESH

[ Signature Page to Avago Technologies U.S. Inc. Employment Agreement ]

Exhibit 4.31

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into as of the 30 ^th day of Oct., 2007 by and between Bryan Ingram (“Executive”) and Avago Technologies U.S. Inc. (the “Employer”), a wholly-owned subsidiary of Avago Technologies Limited (“Parent”, and together with the Employer, the “Company”). This Agreement shall become effective as a valid and binding contract as of the date first above written, provided that the operative provisions hereof shall not become effective until November 1, 2007 (the “Effective Date”).

Whereas , Executive is currently employed by the Company; and

Whereas , the Company desires to continue to employ Executive, and Executive wishes to be employed by the Company, on the terms set forth herein.

Now, Therefore , in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows:

ARTICLE I
DEFINITIONS

For purposes of the Agreement, the following terms are defined as follows:

1.2 “ Board ” means the Board of Directors of Parent.

1.4 “ Cause ” means:

(a) Executive’s willful refusal to perform in any material respect his lawful duties or responsibilities for the Company or its Affiliates or willful disregard in any material respect of any financial or other budgetary limitations established in good faith by the Board or the board of any Affiliate by which Executive is employed; or (b) the engaging by the Executive in conduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or any of its Affiliates, including, but not limited to, misappropriation or conversion of assets of the Company or its Affiliates (other than non-material assets); or (c) Executive’s engagement in an act of moral turpitude or conviction of or entry of a plea of nolo contendere to a felony.

the best interest of the Company or its subsidiaries or consistent with Company policies or the directive of the Board.

1.6 “ Confidentiality Agreement ” means that certain Agreement Regarding Confidential Information and Proprietary Development between Executive and Parent dated as of November 18, 2005.

1.10 “ Involuntary Termination Without Cause ” means Executive’s dismissal or discharge by the Company for any reason other than for Cause. The termination of Executive’s

employment as a result of Executive’s death or Disability shall not be deemed to be an Involuntary Termination Without Cause.

1.11 “ Section 409A ” means Section 409A of the Internal Revenue Code of 1986, as amended and the Department of Treasury Regulations and other interpretive guidance issued thereunder.

1.13 “Sponsors” means Kohlberg Kravis & Roberts Co., L.P. and Silver Lake Partners, LLC.

1.14 “ Term ” means the period commencing on the Effective Date and continuing until employment is terminated pursuant to the provisions of this Agreement or otherwise.

1.16 “Voluntary Termination for Good Reason” means the voluntary termination by Executive of Executive’s employment under this Agreement for any of the following reasons:

(a) A reduction in Executive’s Salary (other than as part of a broad salary reduction program instituted because the Company or its affiliates are in financial distress);

(b) A substantial reduction in Executive’s duties and responsibilities;

(e) The Company’s material breach of its obligations under this Agreement that is not cured within sixty (60) days following written notice thereof; or

ARTICLE II
EMPLOYMENT BY THE COMPANY

2.1 Position and Duties. During the Term, the Company hereby agrees to employ Executive in the position of Senior Vice President and General Manager – Wireless Division and Executive hereby agrees to provide services for the Company, on such terms and conditions as provided in this Agreement. Executive shall perform such duties as are customarily associated with the position of Senior Vice President and General Manager – Wireless Division and such other duties as are commensurate with Executive’s position and are assigned to Executive by the Company. Executive shall report to the Chief Executive Officer of Parent. While Executive is employed by the Company during the Term, Executive shall devote Executive’s commercially reasonable efforts and substantially all of Executive’s business time and attention (except for vacation periods and reasonable periods of illness or other incapacities permitted by the Company’s general employment policies or as otherwise set forth in this Agreement) to the business of the Company. Except with the prior written consent of the Company, Executive shall not during the Term undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor and are not in violation of the provisions in Article V.

ARTICLE III
COMPENSATION

3.1 Base Salary. During the Term, Executive shall receive for services to be rendered hereunder an annual base salary of $321,732 (as may be adjusted from time to time, the “Salary”), payable on the regular payroll dates of the Company as may be in effect from time to time.

3.2 Target Bonus . During the Term, Executive shall be eligible to participate in the Avago Performance Bonus program with an annual bonus targeted at 40% of Executive’s Salary on the terms and conditions determined by the Company (the “Target Bonus”).

3.3 Equity Compensation . Subject to Board approval, Executive shall be granted options to purchase a total of 179,166 ordinary shares of Parent (the “Options”) in accordance with the Amended and Restated Equity Incentive Plan for Executive Employees of Avago Technologies

Limited and Subsidiaries, as may be amended from time to time. The Options shall have an exercise price equal to the fair market value of the ordinary shares of Parent on their date of grant. Fifty percent (50%) of the Options shall become vested and exercisable at a rate of twenty percent (20%) per year over five years from the date of grant, subject to Executive’s continued employment with the Company through each vesting date. Fifty percent (50%) of the Options shall become vested and exercisable at a rate of twenty percent (20%) per year over five years from the date of grant, subject to Executive’s continued employment with the Company through each vesting date and the achievement of certain performance targets, as determined by the Board in its sole discretion.

ARTICLE IV
TERMINATION

4.3 Termination On or After a Change in Control . In the event that, after the second anniversary of the Effective Date and within the 3 month period immediately prior to or the 12-month period commencing on a Change in Control, Executive’s employment is terminated by the Company due to an Involuntary Termination Without Cause, Executive’s death or Executive’s Disability or by Executive due to a Voluntary Termination for Good Reason, (a) Executive shall receive payment of Executive’s Accrued Obligations, and (b) subject to Executive’s delivery, execution and nonrevocation (during the applicable revocation period) of a General Release, the Company shall (i) continue to pay Executive’s Salary for the Severance Period on the regular payroll dates of the Company as may be in effect from time to time, and (ii) pay to Executive on the date such payment is made to the executives of the Company, the lesser of Executive’s Target Bonus for the year during which such termination of employment occurs and the Target Bonus amount paid to Executive for the year prior to the year during which Executive’s employment terminates, and (iii) the vesting of each option to purchase the ordinary shares of Parent held by Executive immediately prior to such termination shall immediately become vested and exercisable with respect to that number of shares which such options would have become vested and exercisable over the succeeding 12-month period based solely on the passage of time and Executive’s performance of services. Except as provided in this Section 4.3 or as otherwise required by applicable law, Executive shall have no right under this Agreement or otherwise to receive any other compensation or to participate in any other plan, program or arrangement, including, without limitation, any employee benefit plans, after an Involuntary Termination Without Cause or Voluntary Termination for Good Reason within the 12-month period commencing on a Change in Control with respect to the year of such termination and later years.

ARTICLE V
COVENANTS OF EXECUTIVE

would contravene the restricted activities contemplated by this Section 5.2, other than to participate in the general rights and benefits as a shareholder thereof.

ARTICLE VI
GENERAL PROVISIONS

6.1 Notices. All notices and other communications under or in connection with this Agreement shall be in writing and shall be deemed given (i) if delivered personally, upon delivery, (ii) if delivered by registered or certified mail (return receipt requested), upon the earlier of actual delivery or three (3) business days after being mailed, (iii) if given by overnight courier with receipt acknowledgment requested, the next business day following the date sent, or (iv) if given by facsimile or telecopy, upon confirmation of transmission by facsimile or telecopy, in each case to the parties at the following addresses:


		To the Company:				Avago Technologies
						Attn: General Counsel
						350 W. Trimble Road, MS 90MG
						San Jose, CA 95131
						Facsimile: 408-435-4172

		To Executive:				Bryan Ingram
						3538 Villero Court
						Pleasanton, CA 94566
						Facsimile:

6.4 Entire Agreement.

6.5 Counterparts. This Agreement may be executed in one or more separate counterparts, including electronically transmitted counterparts, any one of which need not contain signatures of more than one party, but all of which shall be deemed an original and taken together will constitute one and the same Agreement.

6.6 Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.

6.8 Survival of Rights and Obligations. The rights and obligations of the parties as stated herein shall survive the termination of this Agreement.

foregoing, Executive and the Company each have the right to resolve any issue or dispute over intellectual property rights by Court action instead of arbitration.

( Signature page follows )

In Witness Whereof , the parties have executed this Employment Agreement on the day and year first above written.


		AVAGO TECHNOLOGIES

		By:		/s/ Hock E. Tan


		Name: Hock E. Tan


		Title: President



		EXECUTIVE

		/s/ Bryan Ingram

		BRYAN INGRAM

[ Signature Page to Avago Technologies U.S. Inc. Employment Agreement ]

Exhibit 4.32



		350 W. Trimble Rd.
		San Jose, CA 95131

- Private and Confidential -

March 20, 2007

Patricia McCall
10350 Magdalena Road
Los Altos Hills, CA 94024

Dear Patricia,

I am very pleased that you are interested in joining the talented team of people at Avago Technologies. This letter constitutes the formal offer of employment for the position of Vice President, General Counsel and Corporate Secretary administratively reporting to the Chief Financial Officer and based San Jose, California.

Should you accept this offer, I would like you to commence as soon as possible, ideally by the end of the month.

Your gross annual salary will be $275,000. As a participant in the Pay for Results program, your target variable pay opportunity will be 40% of your base salary. Variable pay is based on Free Cash Flow (FCF) and Earnings Before Interest, Depreciation and Amortization (EBITDA) of the company and the business/business unit. Actual participation in the Pay for Results program begins at the start of the first fiscal quarter following your hire date. Avago’s fiscal year begins November 1.

Subject to approval from of our Board of Directors, you will be eligible to participate in Avago’s stock option plan. As such, you will be granted an initial non-qualified stock option to purchase 80,000 shares of our parent company, Avago Technologies Limited, in accordance with the applicable Stock Option Plan. Assuming your continued employment with the company, your share options will vest annually over a five year period.

Your employment with Avago Technologies will be consistent with the terms and conditions set forth in this letter and in accordance with Avago Technologies’ standard employment policies and practices. Adherence to general standards of business conduct, as well as all other applicable Avago Technologies policies and procedures, including subsequent changes, is required of all employees.

Please note that this offer is contingent upon:

	1.		Completion and return of Employment Acceptance Form.

	2.		Signed acknowledgement and return of Avago Technologies Proprietary Information & Inventions Agreement by your start date as required of all Avago Technologies employees.

			Also, I wish to impress upon you that Avago Technologies does not want you to, and I hereby direct you not to bring with you any confidential or proprietary material of any former employer or to violate any other obligations you may have to any former employer. By signing the Employment Acceptance Form, you represent that your employment with Avago Technologies will not violate any agreement currently in place between yourself and current or past employers.

	3.		Your ability to provide proof of work authorization for Avago Technologies on your first day of work. A list of acceptable documents will be provided in the welcome packet. If you need immigration assistance, please contact our Immigration department at (408) 435-4570.

	4.		Completion and return of Sterling Consent Form.

			Because we are committed to providing a safe and productive work environment, if you accept our employment offer you will be required to successfully complete a background check which includes verification of such things as prior employment and educational and criminal conviction history. Please begin the background check process immediately by completing the Consent and Disclosure form and faxing it to Debra Landers, Vice President of Worldwide Human Resources on (408) 435 6158.

You will also be provided with current copies of our Drug-Free Workplace, Code of Ethics, and Proprietary Information and Inventions policies. Adherence to these policies, including subsequent changes, is required of all employees.

Avago Technologies is committed to providing reasonable accommodations to employees with disabilities. If you need any accommodations, please let me know.

While we look forward to a long and profitable relationship, should you decide to accept this offer, you will be an at-will employee of Avago Technologies, which means the employment relationship may be terminated by either of us at any time, with or without cause or prior notice. Any statements or representations to the contrary should be regarded by you as ineffective. Any modification or change in your at-will employment status may only occur by way of a written employment agreement signed by you and the Chief Executive Officer of the Company. Also, by signing the Employment Acceptance Form, you represent that you are not relying on any promises, representations or inducements other than those contained herein and that the terms and conditions contained in this offer letter supersede any other representations made to you, whether verbal or written.

If you have any questions regarding this employment offer, please contact Debra Landers, Vice President of World Wide Human Resources on (408) 435-4014.

Patricia, I am excited by the prospect of having you as part of our Avago team and I sincerely hope you choose to join the company. I look forward to hearing from you soon to confirm your acceptance of this offer and to discuss your official start date.

Sincerely,

Mercedes johnson
Senior Vice President and Chief Financial Officer
Avago Technologies

Debra Landers
Vice President, World Wide Human Resources
Avago Technologies


cc:		Debra Landers
		Janie Appleton
		US Ops Req File

Enclosures :		Proprietary Information & Inventions Agreement
		Code of Ethics & Business Conduct
		Employment Acceptance Form
		Sterling Consent Form
		US Drug-Free Workplace Policy
		Harassment Free Workplace Policy
		Open Door Policy
		US Benefits Guide

If you accept the terms and conditions of this offer letter, please sign below:


		3/23/07

Patricia McCall		Date:


/s/ Patricia H. McCall Signature

When received the following documents will need to be returned to Debra Landers at Avago Technologies, 350 West Trimble Road, San Jose 95131.

Offer Letter (4 pages)
Employee Acceptance Form
Proprietary Information & Inventions Agreement (6 pages)
Sterling Consent Form

Exhibit 4.33


Avago Technologies (Malaysia) Sdn. Bhd (704181-P)		Tel: 604-6430611
(formerly known as Jumbo Portfolio Sdn Bhd.)		Fax: 604-6445442
Bayan Lepas Free Industrial Zone,
11900 Penang, Malaysia

November 7, 2005

Tan Bian Ee
00039017
36 Toh Tuck Rd
Goodluck Gd
Off Meyer Road

Dear Tan Bian Ee

LETTER OF OFFER

Further to our letter to you of September 1, 2005, we are pleased to offer you continued employment in the position of General Management Exec II (Exempt) with Avago Technologies (Malaysia) Sdn. Bhd (“Company”) subject to final completion of the Company’s acquisition of the SPG business from Agilent. In this position you would be reporting to Chang, Dick M.

Your initial basic salary of RM109296 per month will remain the same. Also as discussed with you, the terms and conditions of your employment will in the aggregate, be no less favourable than what you have been enjoying with Agilent. You will also receive full credit for your past services with HP/Agilent from the date you commence employment with the Company.

Should you accept this offer, your employment with the Company will commence immediately following the completion of the acquisition of the SPG business from Agilent, expected to occur on December 1, 2005 You would accordingly be required to report for work with the Company on December 1, 2005 at 8.30am.

As part of the Company policy, you are required to sign the Employment Agreement (Regarding Proprietary Developments and Confidential information) and return the form to Human Resource Department together with the Avago acceptance of Offer Letter.

From the date of assumption of duty, you are already a confirmed employee. Under the terms and conditions of employment either party nay terminate this contract of service by giving one (1) month’s notice in writing or by the payment of one (1) month’s basic salary in lieu of notice.

Page 2

As you are aware, any obligations that you may have pursuant to any Salary Advance Program(s), Employee Assistance Program and/or Service Bond with Agilent will continue with the Company. Your employment with the Company will be subject to you signing an agreement between Agilent, the Company and you relating to the transfer of all rights and obligations under any such Salary Advance Program(s), Employee Assistance Program and/or Service Bond.

Any supplementary Company instructions will also form part of this contract of service.

Please be advised that all policies and guidelines are subject to change in accordance with the provisions of the Employment Act and at the sole discretion of the Company.

You will be required to carry out such duties and job functions, which are compatible with your contract of service and in which you may be instructed from time to time by, authorized personnel of the Company. You may also be required to transfer from one section or department of division to another at the discretion of the Company.

You shall be required to attend training in overseas at such time as may be notified by us.

We are positive that you will find the Company an exciting place to develop and advance your career and we look forward to a long and rewarding association with you.

Should you have any questions about our offer, please feel free to call us at any time. Please sign and return this letter to us by November 14, 2005 to confirm your acceptance of this offer. We look forward to welcoming you to the Company.

Yours sincerely




Adam Clammer		Ken Hao
Kohiberg Kravis Roberts & Co., L.P.		Silver Lake Partners, LLC

Offer Accepted/ Rejected.


/s/ Tan Bian Ee

Name: Tan Bian Ee
I.C. No.: S0250610F
Date :


Avago Technologies (Malaysia) Sdn. Bhd (704181-P) Bayan Lepas Free Industrial Zone, Phase 3
11900 Penang, Malaysia
www.avagotech.com

Avago Technologies (Malaysia) Sdn. Bhd (704181-P)
Tel: 604-6430611
Bayan Lepas Free Industrial Zone.
Fax: 604-6445442
11900 Penang, Malaysia

October 10, 2006

Tan Bian Ee
00039017
24 Peach Garden
Singapore 437622

Dear Bian Ee.

Extension of Employment

We are pleased to inform you that as a key executive officer of Avago Technologies, your employment with Avago Technologies will be extended for 5 years to 18 Dec 2011, with no change to your current benefits and entitlements.

Yours sincerely


/s/ Azhar Amin Azhar Amin HR Director Avago Technologies Snd Bhd

Offer Accepted/ Rejected.


/s/ Tan Bian Ee
Name : Tan Bian Ee
I.C. No.: S0250610F
Date : 11-10-2006

Exhibit 4.34

INDEMNITY AGREEMENT

This Agreement is made and entered into as of this 31st day of October, 2007, by and between Avago Technologies Limited, a public company limited by shares organized under the laws of the Republic of Singapore (the “Company”), and (“Director”).

Recitals

Whereas, Director performs a valuable service to the Company in his or her capacity as a director;

Whereas, the members of the Company have adopted a Memorandum and Articles of Association (the “Articles”) providing for the indemnification of the Company’s directors, auditors, secretary and other officers, as authorized by the Companies Act (Chapter 50 of Singapore), as amended from time to time (the “Act”);

Whereas, the Articles and the Act permit contracts between the Company and its directors, auditors, secretary and other officers with respect to indemnification of such persons; and

Whereas, in order to induce Director to continue to serve as a director, the Company has determined and agreed to enter into this Agreement with Director;

Now, Therefore, in consideration of Director’s continued service as director after the date hereof, the parties hereto agree as follows:

Agreement

1. Services to the Company. Director will serve as a director of the Company and as a director, officer or other fiduciary of one or more Company affiliates (including any employee benefit plan of the Company) (collectively “Company”) faithfully and to the best of his or her ability so long as he or she is duly elected and qualified in accordance with the provisions of the Act, the Articles or other applicable charter documents of the Company or such affiliate; provided, however, that Director may at any time and for any reason resign from such positions (subject to any contractual obligation Director may have assumed apart from this Agreement), and that the Company or any affiliate shall have no obligation under this Agreement to continue Director in any such position.

2. Indemnity of Director; Insurance. Subject to, and to the maximum extent permitted by the Articles, the Act or other applicable law, the Company hereby agrees to hold harmless and indemnify Director from and against all matters of whatsoever nature and howsoever arising by reason of or in connection with Director’s provision of services under clause 1 above. During all periods that Director is providing services under clause 1 above, the Company shall maintain directors’ and officers’ insurance for the benefit of Director with insurers, and at coverage levels, customary for companies comparable in size and business to the Company.

3. Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in clause 4 hereof, the Company hereby further agrees to hold harmless and indemnify Director:

(a) against any and all expenses (including attorneys’ fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Director becomes legally

obligated to pay because of any claim or claims made against or by him or her in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative (including an action by or in the right of the Company) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, auditor, secretary, other officer or agent of the Company, or is or was serving or at any time serves at the Company’s request as a director, officer, employee or other agent of another company, partnership, joint venture, trust, employee benefit plan or other enterprise; and

(b) otherwise to the fullest extent as the Company may provide to Director under Article 151 of the Articles.

4. Limitations on Indemnity . The Company will not provide indemnity pursuant to clauses 3 and 5 hereof:

(a) on account of any determination or judgment against Director solely for an accounting of profits made from the purchase or sale by Director of securities of the Company pursuant to the provisions of Section 16(b) of the United States Securities Exchange Act of 1934 and amendments thereto or similar provisions of any United States federal, state or local statutory law;

(b) on account of Director’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;

(c) in respect of any liability that cannot be indemnified by reason of section 172 of the Act;

(d) on account of Director’s conduct that is established by a final judgment as constituting a breach of Director’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Director was not legally entitled;

(e) for which payment is actually made to Director under a valid and collectible insurance policy (other than a policy maintained by Silver Lake Technology Management, L.L.C. or Kohlberg Kravis Roberts & Co. L.P. or one of its affiliated management companies or investment funds) or under a valid and enforceable indemnity clause, article or agreement (other than any clause, article or agreement set forth in the limited partnership agreement of Silver Lake Partners II Cayman, L.P. or in the organization documents of Kohlberg Kravis Roberts & Co. L.P. or one of its affiliated management companies or investment funds), except in respect of any excess beyond payment under such insurance, clause, article or agreement;

(f) if indemnification is not lawful under the Act or otherwise; or

(g) in connection with any proceeding (or part thereof) initiated by Director, or any proceeding by Director against the Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the Act, or (iv) the proceeding is initiated pursuant to clause 8 hereof.

5. Continuation of Indemnity. All agreements and obligations of the Company contained herein shall continue during the period Director is a director, officer, employee or other agent of the Company (or is or was serving at the request of the Company as a director, officer, employee or other

agent of another company, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Director shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that Director was serving in the capacity referred to herein.

6. Partial Indemnification. Subject to the exclusions in clause 4 hereof, Director shall be entitled under this Agreement to indemnification by the Company for a portion of the expenses (including attorneys’ fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Director becomes legally obligated to pay in connection with any action, suit or proceeding referred to in clause 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Company shall indemnify Director for the portion thereof to which Director is entitled.

7. Notification and Defense of Claim. Not later than thirty (30) days after Director’s receipt of notice of the commencement of any action, suit or proceeding with respect to which Director may make a claim in respect thereof against the Company under this Agreement, Director will notify the Company of the commencement thereof; but any omission to so notify the Company will not relieve the Company of any liability it may have to Director under this Agreement except to the extent, and only to the extent, it can be shown that Director’s failure to timely notify directly caused damage to Director or the Company in such proceeding. Further, no such failure to notify shall relieve the Company of any liability it may have to Director otherwise than under this Agreement.

With respect to any such action, suit or proceeding for which Director provides notice to the Company of the commencement thereof:

(a) the Company will be entitled to participate therein at its own expense;

(b) except as otherwise provided below, the Company may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defense, assume the defense thereof, with counsel reasonably satisfactory to Director. After notice from the Company to Director of its election to assume the defense thereof, the Company will not be liable to Director under this Agreement for any legal or other expenses subsequently incurred by Director in connection with the defense thereof, except for reasonable costs of investigation or otherwise as provided below. Director shall have the right to employ separate counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Director unless (i) the Company authorizes Director’s employment of separate counsel, (ii) Director reasonably concludes, and so notifies the Company, that there is an actual conflict of interest between the Company and Director in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Director’s separate counsel shall be at the Company’s expense. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Director shall have made the conclusion provided for in clause (ii) above;

(c) the Company shall not be liable to indemnify Director under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which shall not be unreasonably withheld. The Company shall be permitted to settle any action in its discretion, provided, however, that any such settlement of an action with respect to which Director is to be indemnified hereunder shall include a full, unconditional release of Director, and provided further that no settlement may impose any penalty or limitation on Director without Director’s written consent, which Director may give or withhold in Director’s sole discretion;

(d) the Company shall advance all expenses Director incurs in connection with such proceeding promptly following Director’s delivery of a written (i) request therefor and (ii) undertaking to repay said amounts if it is determined ultimately that Director is not entitled to be indemnified under the provisions of this Agreement, the Articles, the Act or otherwise; and

(e) nothing in this clause 7 shall entitle Director to any indemnification, reimbursement or payment other than in accordance with section 172 of the Act and applicable law.

8. Enforcement. Any right to indemnification or advances granted by this Agreement to Director shall be enforceable by or on behalf of Director in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within sixty (60) days of request therefor. Director, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his or her claim. It shall be a defense to any action for which a claim for indemnification is made under clauses 3 or 5 hereof that Director is not entitled to indemnification because of the limitations set forth in clause 4 hereof. Neither the failure of the Company (including its Board of Directors or its members) to have made a determination prior to the commencement of such enforcement action that indemnification of Director is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its members) that such indemnification is improper shall be a defense to the action or create a presumption that Director is not entitled to indemnification under this Agreement or otherwise.

9. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Director, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

10. Non-Exclusivity of Rights. The rights conferred on Director by this Agreement shall not be exclusive of any other right which Director may have or hereafter acquire under any statute, provision of the Company’s Memorandum and Articles of Association, agreement, vote of members or directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding office.

11. Survival of Rights.

(a) The rights conferred on Director by this Agreement shall continue after Director has ceased to be a director, officer, employee or other agent of the Company or to serve at the request of the Company as a director, officer, employee or other agent of another company, partnership, joint venture, trust, employee benefit plan or other enterprise, and shall inure to the benefit of Director’s heirs, executors and administrators.

(b) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place.

12. Separability. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any provision hereof shall be held to be invalid for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof. Furthermore, if this Agreement shall be invalidated in its entirety on any ground, then

the Company shall nevertheless indemnify Director to the fullest extent provided by the Articles, the Act or any other applicable law.

13. Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the Republic of Singapore.

14. Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.

15. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute but one and the same Agreement. Only one such counterpart need be produced to evidence the existence of this Agreement.

16. Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.

17. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) upon delivery if delivered by hand to the party to whom such communication was directed or (ii) upon the third business day after the date on which such communication was mailed if mailed by certified or registered mail with postage prepaid:

	(a)		If to Director, at the address indicated on the signature page hereof.

	(b)		If to the Company, to:

Avago Technologies Limited
No. 1 Yishun Avenue 7
Singapore 768923
Attn: Secretary

With copy to:

Avago Technologies U.S. Inc.
350 West Trimble Road
Building 90
San Jose, CA 95131
Attention: General Counsel

or to such other address as the Company may have furnished to Director.

18. Merger. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, and supersedes any and all prior agreements and understandings between them with respect thereto.

In Witness Whereof, the parties hereto have executed this Agreement on and as of the day and year first above written.


		Avago Technologies Limited

		By:


		Title:


		Director



		Address:

Exhibit 4.35

INDEMNITY AGREEMENT

Recitals

Whereas, Officer performs a valuable service to the Company in his or her capacity(ies) with the Company;

Whereas, the Articles and the Act permit contracts between the Company and its directors, auditors, secretary and other officers with respect to indemnification of such persons; and

Whereas, in order to induce Officer to continue to serve in his or her capacity(ies) with the Company, the Company has determined and agreed to enter into this Agreement with Officer;

Now, Therefore, in consideration of Officer’s continued service after the date hereof, the parties hereto agree as follows:

Agreement

1. Services to the Company. Officer will serve, at the will of the Company or under separate contract, if any such contract exists, as an officer of the Company, and/or as a director, officer or other fiduciary of one or more Company affiliates (including any employee benefit plan of the Company) (collectively “Company”) faithfully and to the best of his or her ability so long as he or she is duly elected and qualified in accordance with the provisions of the Act, the Articles or other applicable charter documents of the Company or such affiliate; provided, however, that Officer may at any time and for any reason resign from such position (subject to any contractual obligation Officer may have assumed apart from this Agreement), and that the Company or any affiliate shall have no obligation under this Agreement to continue Officer in any such position.

2. Indemnity of Officer; Insurance. Subject to, and to the maximum extent permitted by the Articles, the Act or other applicable law, the Company hereby agrees to hold harmless and indemnify Officer from and against all matters of whatsoever nature and howsoever arising by reason of or in connection with Officer’s provision of services under clause 1 above. During all periods that Officer is providing services under clause 1 above, the Company shall maintain directors’ and officers’ insurance for the benefit of Officer with insurers, and at coverage levels, customary for companies comparable in size and business to the Company.

(a) against any and all expenses (including attorneys’ fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Officer becomes legally obligated to pay because of any claim or claims made against or by him or her in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative (including an action by or in the right of the Company) to which Officer is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Officer is, was or at any time becomes a director, auditor, secretary, other officer or agent of the Company, or is or was serving or at any time serves at the Company’s request as a director, officer, employee or other agent of another company, partnership, joint venture, trust, employee benefit plan or other enterprise; and

(b) otherwise to the fullest extent as the Company may provide to Officer under Article 151 of the Articles.

4. Limitations on Indemnity . The Company will not provide indemnity pursuant to clauses 3 and 5 hereof:

(a) on account of any determination or judgment against Officer solely for an accounting of profits made from the purchase or sale by Officer of securities of the Company pursuant to the provisions of Section 16(b) of the United States Securities Exchange Act of 1934 and amendments thereto or similar provisions of any United States federal, state or local statutory law;

(b) on account of Officer’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;

(c) in respect of any liability that cannot be indemnified by reason of section 172 of the Act;

(d) on account of Officer’s conduct that is established by a final judgment as constituting a breach of Officer’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Officer was not legally entitled;

(e) for which payment is actually made to Officer under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, article or agreement, except in respect of any excess beyond payment under such insurance, clause, article or agreement;

(f) if indemnification is not lawful under the Act or otherwise; or

(g) in connection with any proceeding (or part thereof) initiated by Officer, or any proceeding by Officer against the Company or its directors, officers, employees or other officers, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the Act, or (iv) the proceeding is initiated pursuant to clause 8 hereof.

5. Continuation of Indemnity. All agreements and obligations of the Company contained herein shall continue during the period Officer is a director, officer, employee or other agent of the Company (or is or was serving at the request of the Company as a director, officer, employee or other agent of another company, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Officer shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that Officer was serving in the capacity referred to herein.

6. Partial Indemnification. Subject to the exclusions in clause 4 hereof, Officer shall be entitled under this Agreement to indemnification by the Company for a portion of the expenses (including attorneys’ fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Officer becomes legally obligated to pay in connection with any action, suit or proceeding referred to in clause 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Company shall indemnify Officer for the portion thereof to which Officer is entitled.

7. Notification and Defense of Claim. Not later than thirty (30) days after Officer’s receipt of notice of the commencement of any action, suit or proceeding with respect to which Officer may make a claim in respect thereof against the Company under this Agreement, Officer will notify the Company of the commencement thereof; but any omission to so notify the Company will not relieve the Company of any liability it may have to Officer under this Agreement except to the extent, and only to the extent, it can be shown that Officer’s failure to timely notify directly caused damage to Officer or the Company in such proceeding. Further, no such failure to notify shall relieve the Company of any liability it may have to Officer otherwise than under this Agreement.

With respect to any such action, suit or proceeding for which Officer provides notice to the Company of the commencement thereof:

(a) the Company will be entitled to participate therein at its own expense;

(b) except as otherwise provided below, the Company may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defense, assume the defense thereof, with counsel reasonably satisfactory to Officer. After notice from the Company to Officer of its election to assume the defense thereof, the Company will not be liable to Officer under this Agreement for any legal or other expenses subsequently incurred by Officer in connection with the defense thereof, except for reasonable costs of investigation or otherwise as provided below. Officer shall have the right to employ separate counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Officer unless (i) the Company authorizes Officer’s employment of separate counsel, (ii) Officer reasonably concludes, and so notifies the Company, that there is an actual conflict of interest between the Company and Officer in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Officer’s separate counsel shall be at the Company’s expense. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Officer shall have made the conclusion provided for in clause (ii) above;

(c) the Company shall not be liable to indemnify Officer under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which shall not be unreasonably withheld. The Company shall be permitted to settle any action in its discretion, provided, however, that any such settlement of an action with respect to which Officer is to be indemnified hereunder shall include a full, unconditional release of Officer, and provided further that no settlement may impose any penalty or limitation on Officer without Officer’s written consent, which Officer may give or withhold in Officer’s sole discretion;

(d) the Company shall advance all expenses Officer incurs in connection with such proceeding promptly following Officer’s delivery of a written (i) request therefor and (ii) undertaking to repay said amounts if it is determined ultimately that Officer is not entitled to be indemnified under the provisions of this Agreement, the Articles, the Act or otherwise; and

(e) nothing in this clause 7 shall entitle Officer to any indemnification, reimbursement or payment other than in accordance with section 172 of the Act and applicable law.

8. Enforcement. Any right to indemnification or advances granted by this Agreement to Officer shall be enforceable by or on behalf of Officer in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within sixty (60) days of request therefor. Officer, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his or her claim. It shall be a defense to any action for which a claim for indemnification is made under clauses 3 or 5 hereof that Officer is not entitled to indemnification because of the limitations set forth in clause 4 hereof. Neither the failure of the Company (including its Board of Directors or its members) to have made a determination prior to the commencement of such enforcement action that indemnification of Officer is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its members) that such indemnification is improper shall be a defense to the action or create a presumption that Officer is not entitled to indemnification under this Agreement or otherwise.

9. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Officer, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

10. Non-Exclusivity of Rights. The rights conferred on Officer by this Agreement shall not be exclusive of any other right which Officer may have or hereafter acquire under any statute, provision of the Company’s Memorandum and Articles of Association, agreement, vote of members or directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding office.

11. Survival of Rights.

(a) The rights conferred on Officer by this Agreement shall continue after Officer has ceased to be a director, officer, employee or other agent of the Company or to serve at the request of the Company as a director, officer, employee or other agent of another company, partnership, joint venture, trust, employee benefit plan or other enterprise, and shall inure to the benefit of Officer’s heirs, executors and administrators.

13. Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the Republic of Singapore.

14. Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.

16. Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.

	(a)		If to Officer, at the address indicated on the signature page hereof.

	(b)		If to the Company, to:

Avago Technologies Limited
No. 1 Yishun Avenue 7
Singapore 768923
Attn: Secretary

With copy to:

Avago Technologies U.S. Inc.
350 West Trimble Road
Building 90
San Jose, CA 95131
Attention: General Counsel

or to such other address as the Company may have furnished to Officer.

In Witness Whereof, the parties hereto have executed this Agreement on and as of the day and year first above written.


		Avago Technologies Limited

		By:


		Title:


		Officer



		Address:

Exhibit 12.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Hock Tan, certify that:

1. I have reviewed the Annual Report on Form 20-F/A of Avago Technologies Finance Pte. Ltd (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

/s/ Hock Tan

Hock Tan
Chief Executive Officer

Date: February 27, 2008

Exhibit 12.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Mercedes Johnson, certify that:

1. I have reviewed the Annual Report on Form 20-F/A of Avago Technologies Finance Pte. Ltd (the “registrant”);

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

/s/ Mercedes Johnson

Mercedes Johnson
Chief Financial Officer

Date: February 27, 2008

Exhibit 13.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Avago Technologies Finance Pte. Ltd. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i) the accompanying report of the Company on Form 20-F/A for the period ended October 31, 2007 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 27, 2008

/s/ Hock Tan

Hock Tan
Chief Executive Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

Exhibit 13.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 27, 2008

/s/ Mercedes Johnson

Mercedes Johnson
Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

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