PMC SIERRA INC
EXHIBIT 10.4   INDEMNIFICATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit10_4.txt
<DESCRIPTION>EXHIBIT 10.4   INDEMNIFICATION AGREEMENT
<TEXT>
                                                                    Exhibit 10.4

                                PMC-SIERRA, INC.

                            INDEMNIFICATION AGREEMENT

         This  Indemnification   Agreement  ("Agreement")  is  effective  as  of
______________,  2002 by and between  PMC-Sierra,  Inc., a Delaware  corporation
(the "Company"), and ________________ ("Indemnitee").

         WHEREAS,  the  Company  desires to attract  and retain the  services of
highly qualified individuals,  such as Indemnitee,  to serve the Company and its
related entities, and has reincorporated into Delaware;

         WHEREAS,  in order to induce Indemnitee to continue to provide services
to the Company,  the Company wishes to provide for the  indemnification  of, and
the  advancement of expenses to,  Indemnitee to the maximum extent  permitted by
law;

         WHEREAS,  the Company and Indemnitee recognize the continued difficulty
in  obtaining  liability  insurance  for  the  Company's  directors,   officers,
employees, agents and fiduciaries, the significant increases in the cost of such
insurance and the general reductions in the coverage of such insurance;

         WHEREAS,  the Company and Indemnitee  further recognize the substantial
increase in corporate  litigation in general,  subjecting  directors,  officers,
employees, agents and fiduciaries to expensive litigation risks at the same time
as the  availability  and  coverage of  liability  insurance  has been  severely
limited; and

         WHEREAS,  the  Company  and  Indemnitee  desire  to have in  place  the
additional  protection  provided  by an  indemnification  agreement  to  provide
indemnification  and  advancement  of expenses to the  Indemnitee to the maximum
extent permitted by Delaware law;

         WHEREAS,  in view of the  considerations  set forth above,  the Company
desires  that  Indemnitee  shall be  indemnified  and  advanced  expenses by the
Company as set forth herein;

         NOW,  THEREFORE,  the Company and Indemnitee  hereby agree as set forth
below.

         1. Certain Definitions.

           (a)  "Change  in  Control"  shall  mean,  and shall be deemed to have
occurred if, on or after the date of this  Agreement,  (i) any "person" (as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended) or group acting in concert,  other than a trustee or other fiduciary
holding  securities under an employee benefit plan of the Company acting in such
capacity or a corporation  owned directly or indirectly by the  stockholders  of
the Company in substantially the same proportions as their ownership of stock of
the Company, becomes the "beneficial owner" (as defined in Rule 13d-3 under said
Act),  directly or indirectly,  of securities of the Company  representing  more
than 50% of the total voting power represented by the Company's then outstanding
Voting Securities,  (ii) during any period of two consecutive years, individuals
who at the  beginning  of such period  constitute  the Board of Directors of the
Company  and any new  director  whose  election  by the  Board of  Directors  or
nomination for election by the Company's  stockholders was approved by a vote of
at least two  thirds of the  directors  then  still in office  who  either  were
directors at the  beginning of the period or whose  election or  nomination  for
election  was  previously  so  approved,  cease for any reason to  constitute  a
majority  thereof,  (iii) the  stockholders  of the Company  approve a merger or
consolidation of the Company with any other  corporation  other than a merger or
consolidation  which  would  result  in the  Voting  Securities  of the  Company
outstanding  immediately  prior  thereto  continuing  to  represent  (either  by
remaining  outstanding  or by being  converted  into  Voting  Securities  of the
surviving  entity) at least 80% of the total  voting  power  represented  by the
Voting   Securities  of  the  Company  or  such  surviving  entity   outstanding
immediately after such merger or consolidation,  or (iv) the stockholders of the
Company  approve a plan of complete  liquidation  of the Company or an agreement
for the sale or disposition by the Company of (in one transaction or a series of
related transactions) all or substantially all of the Company's assets.
<PAGE>

           (b)  "Claim"  shall  mean  with  respect  to  a  Covered  Event:  any
threatened, pending or completed action, suit, proceeding or alternative dispute
resolution mechanism,  or any hearing,  inquiry or investigation that Indemnitee
in good faith believes might lead to the  institution of any such action,  suit,
proceeding or alternative dispute resolution mechanism, whether civil, criminal,
administrative, investigative or other.

           (c)  References  to the  "Company"  shall  include,  in  addition  to
PMC-Sierra,  Inc., any constituent  corporation  (including any constituent of a
constituent) absorbed in a consolidation or merger to which PMC-Sierra, Inc. (or
any  of its  wholly  owned  subsidiaries)  is a  party  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors,  officers, employees, agents or fiduciaries, so that if Indemnitee is
or was a director,  officer,  employee,  agent or fiduciary of such  constituent
corporation, or is or was serving at the request of such constituent corporation
as a director,  officer,  employee,  agent or fiduciary of another  corporation,
partnership,  joint venture,  employee benefit plan, trust or other  enterprise,
Indemnitee  shall  stand in the  same  position  under  the  provisions  of this
Agreement  with respect to the resulting or surviving  corporation as Indemnitee
would  have  with  respect  to  such  constituent  corporation  if its  separate
existence had continued.

           (d) "Covered Event" shall mean any event or occurrence related to the
fact that Indemnitee is or was a director, officer, employee, agent or fiduciary
of the Company,  or any  subsidiary of the Company,  or is or was serving at the
request of the Company as a director,  officer,  employee, agent or fiduciary of
another corporation,  partnership,  joint venture, trust or other enterprise, or
by reason of any action or inaction on the part of  Indemnitee  while serving in
such capacity.

           (e) "Expenses" shall mean any and all expenses (including  attorneys'
fees and all other costs,  expenses and obligations  incurred in connection with
investigating,  defending,  being a witness in or participating in (including on
appeal),  or preparing to defend,  to be a witness in or to participate  in, any
action, suit,  proceeding,  alternative dispute resolution  mechanism,  hearing,
inquiry or  investigation),  judgments,  fines,  penalties  and amounts  paid in
settlement  (if such  settlement  is approved in advance by the  Company,  which
approval  shall not be  unreasonably  withheld)  of any  Claim and any  federal,
state,  local or  foreign  taxes  imposed on the  Indemnitee  as a result of the
actual or deemed receipt of any payments under this Agreement.

                                       2
<PAGE>


           (f) "Expense Advance" shall mean a payment to Indemnitee  pursuant to
Section 3 of Expenses in advance of the settlement of or final  judgement in any
action, suit, proceeding or alternative dispute resolution  mechanism,  hearing,
inquiry or investigation which constitutes a Claim.

           (g)  "Independent  Legal  Counsel"  shall mean an attorney or firm of
attorneys,  selected in accordance  with the  provisions of Section 2(d) hereof,
who shall not have  otherwise  performed  services for the Company or Indemnitee
within the last three years (other than with respect to matters  concerning  the
rights of Indemnitee under this Agreement, or of other Indemnitees under similar
indemnity agreements).

           (h) References to "other  enterprises" shall include employee benefit
plans;  references  to "fines"  shall  include  any  excise  taxes  assessed  on
Indemnitee with respect to an employee  benefit plan; and references to "serving
at the request of the Company" shall include any service as a director, officer,
employee, agent or fiduciary of the Company which imposes duties on, or involves
services by, such director,  officer,  employee, agent or fiduciary with respect
to an employee  benefit plan,  its  participants  or its  beneficiaries;  and if
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in the interest of the participants and  beneficiaries of an employee benefit
plan,  Indemnitee  shall be deemed to have acted in a manner "not opposed to the
best interests of the Company" as referred to in this Agreement.

           (i)  "Reviewing  Party"  shall  mean,  subject to the  provisions  of
Section  2(d),  any  person  or body  appointed  by the  Board of  Directors  in
accordance with applicable law to review the Company's obligations hereunder and
under  applicable  law,  which may include a member or members of the  Company's
Board of Directors,  Independent Legal Counsel or any other person or body not a
party to the particular Claim for which Indemnitee is seeking indemnification.

           (j) "Section"  refers to a section of this Agreement unless otherwise
indicated.

           (k) "Voting Securities" shall mean any securities of the Company that
vote generally in the election of directors.

         2.       Indemnification.

           (a) Indemnification of Expenses. Subject to the provisions of Section
2(b) below,  the Company shall indemnify  Indemnitee for Expenses to the fullest
extent permitted by law if Indemnitee was or is or becomes a party to or witness
or other  participant  in, or is  threatened to be made a party to or witness or
other  participant in, any Claim (whether by reason of or arising in part out of
a Covered Event), including all interest,  assessments and other charges paid or
payable in connection with or in respect of such Expenses.

                                       3
<PAGE>

           (b)  Review  of  Indemnification  Obligations.   Notwithstanding  the
foregoing,  in the event any Reviewing Party shall have determined (in a written
opinion,  in any case in which Independent Legal Counsel is the Reviewing Party)
that  Indemnitee is not entitled to be indemnified  hereunder  under  applicable
law, (i) the Company shall have no further obligation under Section 2(a) to make
any  payments  to  Indemnitee  not  made  prior  to such  determination  by such
Reviewing  Party,  and (ii) the Company  shall be entitled to be  reimbursed  by
Indemnitee  (who  hereby  agrees to  reimburse  the  Company)  for all  Expenses
theretofore  paid to  Indemnitee to which  Indemnitee is not entitled  hereunder
under  applicable law;  provided,  however,  that if Indemnitee has commenced or
thereafter  commences legal proceedings in a court of competent  jurisdiction to
secure a determination  that Indemnitee is entitled to be indemnified  hereunder
under  applicable  law,  any  determination  made by any  Reviewing  Party  that
Indemnitee is not entitled to be  indemnified  hereunder  under  applicable  law
shall not be binding  and  Indemnitee  shall not be required  to  reimburse  the
Company for any Expenses  theretofore  paid in indemnifying  Indemnitee  until a
final  judicial  determination  is made with  respect  thereto  (as to which all
rights  of  appeal  therefrom  have  been  exhausted  or  lapsed).  Indemnitee's
obligation to reimburse  the Company for any Expenses  shall be unsecured and no
interest shall be charged thereon.

           (c) Indemnitee Rights on Unfavorable  Determination;  Binding Effect.
If any Reviewing Party determines that Indemnitee  substantively is not entitled
to be indemnified hereunder in whole or in part under applicable law, Indemnitee
shall have the right to commence litigation seeking an initial  determination by
the court or challenging any such  determination  by such Reviewing Party or any
aspect thereof,  including the legal or factual bases therefor,  and, subject to
the provisions of Section 15, the Company hereby  consents to service of process
and to appear in any such proceeding.  Absent such litigation, any determination
by any  Reviewing  Party  shall be  conclusive  and  binding on the  Company and
Indemnitee.

           (d) Selection of Reviewing Party; Change in Control. If there has not
been a Change in Control,  any Reviewing Party shall be selected by the Board of
Directors,  and if there has been such a Change in Control,  any Reviewing Party
with  respect  to all  matters  thereafter  arising  concerning  the  rights  of
Indemnitee  to  indemnification  of Expenses  under this  Agreement or any other
agreement or under the Company's  Certificate of  Incorporation or Bylaws as now
or  hereafter  in  effect,  or under any other  applicable  law,  if  desired by
Indemnitee,  shall be  Independent  Legal  Counsel  selected by  Indemnitee  and
approved by the Company  (which  approval shall not be  unreasonably  withheld).
Such  counsel,  among other  things,  shall  render its  written  opinion to the
Company and  Indemnitee  as to whether and to what  extent  Indemnitee  would be
entitled to be indemnified hereunder under applicable law and the Company agrees
to abide by such opinion.  The Company agrees to pay the reasonable  fees of the
Independent  Legal Counsel referred to above and to indemnify fully such counsel
against any and all expenses (including  attorneys' fees),  claims,  liabilities
and  damages  arising out of or relating  to this  Agreement  or its  engagement
pursuant  hereto.  Notwithstanding  any other provision of this  Agreement,  the
Company shall not be required to pay Expenses of more than one Independent Legal
Counsel in connection with all matters concerning a single Indemnitee,  and such
Independent  Legal Counsel shall be the Independent Legal Counsel for any or all
other  Indemnitees  unless (i) the employment of separate counsel by one or more
Indemnitees has been previously authorized by the Company in writing, or (ii) an
Indemnitee  shall have  provided  to the Company a written  statement  that such
Indemnitee  has  reasonably  concluded  that there may be a conflict of interest
between such  Indemnitee and the other  Indemnitees  with respect to the matters
arising under this Agreement.

                                       4
<PAGE>

           (e)  Mandatory  Payment  of  Expenses.   Notwithstanding   any  other
provision of this  Agreement  other than  Section 10 hereof,  to the extent that
Indemnitee has been  successful on the merits or otherwise,  including,  without
limitation,  the  dismissal of an action  without  prejudice,  in defense of any
Claim,  Indemnitee  shall  be  indemnified  against  all  Expenses  incurred  by
Indemnitee in connection therewith.

         3. Expense Advances.

           (a)  Obligation to Make Expense  Advances.  Upon receipt of a written
undertaking  by or on behalf of the Indemnitee to repay such amounts if it shall
ultimately be determined  that the  Indemnitee is not entitled to be indemnified
therefore by the Company  hereunder under applicable law, the Company shall make
Expense Advances to Indemnitee.

           (b) Form of Undertaking. Any obligation to repay any Expense Advances
hereunder pursuant to a written undertaking by the Indemnitee shall be unsecured
and no interest shall be charged thereon.

           (c) Determination of Reasonable  Expense Advances.  The parties agree
that for the  purposes of any  Expense  Advance  for which  Indemnitee  has made
written demand to the Company in accordance  with this  Agreement,  all Expenses
included in such Expense Advance that are certified by affidavit of Indemnitee's
counsel as being reasonable, shall be presumed conclusively to be reasonable.

         4. Procedures for Indemnification and Expense Advances.

           (a) Timing of Payments.  All payments of Expenses  (including without
limitation  Expense Advances) by the Company to the Indemnitee  pursuant to this
Agreement  shall  be  made to the  fullest  extent  permitted  by law as soon as
practicable  after  written  demand by  Indemnitee  therefor is presented to the
Company,  but in no event later than 30 business days after such written  demand
by  Indemnitee  is  presented  to the  Company,  except  in the case of  Expense
Advances,  which shall be made no later than 10 business days after such written
demand by Indemnitee is presented to the Company.

           (b)   Notice/Cooperation  by  Indemnitee.   Indemnitee  shall,  as  a
condition  precedent to  Indemnitee's  right to be indemnified  or  Indemnitee's
right to receive Expense Advances under this Agreement,  give the Company notice
in writing as soon as practicable of any Claim made against Indemnitee for which
indemnification  will or could be sought  under  this  Agreement.  Notice to the
Company shall be directed to the Chief  Executive  Officer of the Company at the
address shown on the signature  page of this Agreement (or such other address as
the Company shall designate in writing to Indemnitee).  In addition,  Indemnitee
shall give the Company such  information  and  cooperation  as it may reasonably
require and as shall be within Indemnitee's power.

                                       5
<PAGE>

           (c) No Presumptions; Burden of Proof. For purposes of this Agreement,
the  termination of any Claim by judgment,  order,  settlement  (whether with or
without court approval) or conviction, or upon a plea of nolo contendere, or its
equivalent,  shall not create a  presumption  that  Indemnitee  did not meet any
particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by this Agreement or applicable
law. In  addition,  neither the  failure of any  Reviewing  Party to have made a
determination  as to  whether  Indemnitee  has met any  particular  standard  of
conduct  or had  any  particular  belief,  nor an  actual  determination  by any
Reviewing  Party that Indemnitee has not met such standard of conduct or did not
have such belief,  prior to the commencement of legal  proceedings by Indemnitee
to secure a judicial  determination  that Indemnitee should be indemnified under
this Agreement under applicable law, shall be a defense to Indemnitee's claim or
create a presumption  that  Indemnitee  has not met any  particular  standard of
conduct  or  did  not  have  any  particular  belief.  In  connection  with  any
determination  by any Reviewing  Party or otherwise as to whether the Indemnitee
is entitled to be  indemnified  hereunder  under  applicable  law, the burden of
proof shall be on the Company to establish that Indemnitee is not so entitled.

           (d) Notice to Insurers. If, at the time of the receipt by the Company
of a notice  of a Claim  pursuant  to  Section  4(b)  hereof,  the  Company  has
liability insurance in effect which may cover such Claim, the Company shall give
prompt  notice of the  commencement  of such Claim to the insurers in accordance
with the  procedures  set forth in the  respective  policies.  The Company shall
thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of the  Indemnitee,  all amounts  payable as a result of such Claim in
accordance with the terms of such policies.

           (e) Selection of Counsel. In the event the Company shall be obligated
hereunder  to provide  indemnification  for or make any  Expense  Advances  with
respect to the Expenses of any Claim,  the  Company,  if  appropriate,  shall be
entitled to assume the defense of such Claim with counsel approved by Indemnitee
(which  approval  shall  not be  unreasonably  withheld)  upon the  delivery  to
Indemnitee of written notice of the Company's  election to do so. After delivery
of such notice, approval of such counsel by Indemnitee and the retention of such
counsel by the Company,  the Company will not be liable to Indemnitee under this
Agreement for any fees or expenses of separate counsel subsequently  retained by
or on behalf of Indemnitee  with respect to the same Claim;  provided  that, (i)
Indemnitee shall have the right to employ  Indemnitee's  separate counsel in any
such Claim at  Indemnitee's  expense and (ii) if (A) the  employment of separate
counsel  by  Indemnitee  has been  previously  authorized  by the  Company,  (B)
Indemnitee  shall have  reasonably  concluded  that  there may be a conflict  of
interest  between the Company and Indemnitee in the conduct of any such defense,
or (C) the Company  shall not  continue  to retain  such  counsel to defend such
Claim,  then the fees and expenses of  Indemnitee's  separate  counsel  shall be
Expenses for which  Indemnitee may receive  indemnification  or Expense Advances
hereunder.


                                       6
<PAGE>

         5. Additional Indemnification Rights; Nonexclusivity.

           (a) Scope.  The Company  hereby agrees to indemnify the Indemnitee to
the fullest extent permitted by law,  notwithstanding  that such indemnification
is not specifically  authorized by the other  provisions of this Agreement,  the
Company's  Certificate of Incorporation,  the Company's Bylaws or by statute. In
the event of any change after the date of this Agreement in any applicable  law,
statute or rule which expands the right of a Delaware corporation to indemnify a
member of its board of directors or an officer, employee, agent or fiduciary, it
is the  intent  of the  parties  hereto  that  Indemnitee  shall  enjoy  by this
Agreement  the greater  benefits  afforded by such  change.  In the event of any
change in any  applicable  law,  statute  or rule which  narrows  the right of a
Delaware  corporation  to  indemnify  a member of its board of  directors  or an
officer,  employee, agent or fiduciary, such change, to the extent not otherwise
required  by such law,  statute or rule to be applied to this  Agreement,  shall
have  no  effect  on this  Agreement  or the  parties'  rights  and  obligations
hereunder except as set forth in Section 10(a) hereof.

           (b)  Nonexclusivity.  The  indemnification and the payment of Expense
Advances  provided by this Agreement shall be in addition to any rights to which
Indemnitee may be entitled under the Company's Certificate of Incorporation, its
Bylaws,  any  other  agreement,   any  vote  of  stockholders  or  disinterested
directors,  the General Corporation Law of the State of Delaware,  or otherwise.
The  indemnification  and the payment of Expense  Advances  provided  under this
Agreement  shall  continue as to  Indemnitee  for any action  taken or not taken
while  serving  in  an  indemnified  capacity  even  though  subsequent  thereto
Indemnitee may have ceased to serve in such capacity.

         6. No  Duplication  of Payments.  The Company shall not be liable under
this  Agreement  to make any payment in  connection  with any Claim made against
Indemnitee to the extent  Indemnitee  has otherwise  actually  received  payment
(under  any  insurance  policy,   provision  of  the  Company's  Certificate  of
Incorporation, Bylaws or otherwise) of the amounts otherwise payable hereunder.

         7.  Partial  Indemnification.  If  Indemnitee  is  entitled  under  any
provision  of this  Agreement  to  indemnification  by the Company for some or a
portion of Expenses incurred in connection with any Claim, but not, however, for
all of the total  amount  thereof,  the  Company  shall  nevertheless  indemnify
Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

         8. Mutual  Acknowledgment.  Both the Company and Indemnitee acknowledge
that in certain instances,  federal law or applicable public policy may prohibit
the Company from  indemnifying  its directors,  officers,  employees,  agents or
fiduciaries  under this  Agreement  or  otherwise.  Indemnitee  understands  and
acknowledges that the Company has undertaken or may be required in the future to
undertake with the Securities and Exchange  Commission to submit the question of
indemnification  to a court in certain  circumstances for a determination of the
Company's right under public policy to indemnify Indemnitee.


         9. Liability  Insurance.  To the extent the Company maintains liability
insurance applicable to directors,  officers,  employees, agents or fiduciaries,
Indemnitee  shall be  covered  by such  policies  in such a manner as to provide
Indemnitee  the same rights and benefits as are  provided to the most  favorably
insured of the  Company's  directors,  if  Indemnitee  is a director;  or of the
Company's  officers,  if  Indemnitee  is not a director of the Company but is an
officer; or of the Company's key employees, agents or fiduciaries, if Indemnitee
is not an officer or director but is a key employee, agent or fiduciary.

                                       7
<PAGE>

         10. Exceptions.  Notwithstanding any other provision of this Agreement,
the Company shall not be obligated pursuant to the terms of this Agreement:

           (a)  Excluded  Action or  Omissions.  To  indemnify  or make  Expense
Advances to Indemnitee with respect to Claims arising out of acts,  omissions or
transactions for which  Indemnitee is prohibited from receiving  indemnification
under applicable law.

           (b) Claims  Initiated  by  Indemnitee.  To  indemnify or make Expense
Advances to Indemnitee with respect to Claims  initiated or brought  voluntarily
by Indemnitee and not by way of defense,  counterclaim or crossclaim, except (i)
with respect to actions or  proceedings  brought to establish or enforce a right
to  indemnification  under this  Agreement  or any other  agreement or insurance
policy or under the  Company's  Certificate  of  Incorporation  or Bylaws now or
hereafter  in effect  relating  to Claims for Covered  Events,  (ii) in specific
cases if the Board of Directors has approved the  initiation or bringing of such
Claim, or (iii) as otherwise  required under Section 145 of the Delaware General
Corporation Law, regardless of whether Indemnitee ultimately is determined to be
entitled to such  indemnification,  Expense Advances,  or insurance recovery, as
the case may be.

           (c) Lack of Good Faith.  To  indemnify  Indemnitee  for any  Expenses
incurred  by the  Indemnitee  with  respect  to  any  action  instituted  (i) by
Indemnitee  to  enforce  or  interpret  this   Agreement,   if  a  court  having
jurisdiction  over such action determines as provided in Section 13 that each of
the material  assertions  made by the  Indemnitee as a basis for such action was
not  made in  good  faith  or was  frivolous,  or (ii) by or in the  name of the
Company to enforce or interpret this Agreement,  if a court having  jurisdiction
over such action  determines as provided in Section 13 that each of the material
defenses  asserted  by  Indemnitee  in such  action was made in bad faith or was
frivolous.

           (d) Claims Under Section 16(b). To indemnify  Indemnitee for Expenses
and the payment of profits  arising from the purchase and sale by  Indemnitee of
securities in violation of Section 16(b) of the Securities Exchange Act of 1934,
as amended, or any similar successor statute.

         11.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts, each of which shall constitute an original.

         12. Binding  Effect;  Successors and Assigns.  This Agreement  shall be
binding  upon and inure to the  benefit  of and be  enforceable  by the  parties
hereto  and  their  respective  successors,  assigns  (including  any  direct or
indirect  successor by purchase,  merger,  consolidation  or otherwise to all or
substantially all of the business or assets of the Company),  spouses, heirs and
personal  and legal  representatives.  The Company  shall  require and cause any
successor  (whether  direct  or  indirect,  and  whether  by  purchase,  merger,
consolidation or otherwise) to all, substantially all, or a substantial part, of
the  business  or  assets  of the  Company,  by  written  agreement  in form and
substance  satisfactory to Indemnitee,  expressly to assume and agree to perform
this  Agreement in the same manner and to the same extent that the Company would
be required to perform if no such  succession  had taken place.  This  Agreement
shall continue in effect regardless of whether Indemnitee  continues to serve as
a director, officer, employee, agent or fiduciary (as applicable) of the Company
or of any other enterprise at the Company's request.

                                       8
<PAGE>

         13.   Expenses   Incurred  in  Action   Relating  to   Enforcement   or
Interpretation.  In the event that any action is instituted by Indemnitee  under
this  Agreement or under any  liability  insurance  policies  maintained  by the
Company to enforce or interpret  any of the terms hereof or thereof,  Indemnitee
shall be entitled to be indemnified for all Expenses incurred by Indemnitee with
respect  to  such  action  (including  without   limitation   attorneys'  fees),
regardless of whether Indemnitee is ultimately successful in such action, unless
as a part of such action a court  having  jurisdiction  over such action makes a
final judicial  determination  (as to which all rights of appeal  therefrom have
been  exhausted  or  lapsed)  that  each  of the  material  assertions  made  by
Indemnitee  as a basis  for  such  action  was not  made  in good  faith  or was
frivolous;  provided,  however, that until such final judicial  determination is
made, Indemnitee shall be entitled under Section 3 to receive payment of Expense
Advances  hereunder  with  respect  to such  action.  In the  event of an action
instituted by or in the name of the Company  under this  Agreement to enforce or
interpret any of the terms of this Agreement, Indemnitee shall be entitled to be
indemnified  for all Expenses  incurred by  Indemnitee in defense of such action
(including  without  limitation  costs and  expenses  incurred  with  respect to
Indemnitee's  counterclaims and cross-claims  made in such action),  unless as a
part of such action a court having  jurisdiction  over such action makes a final
judicial  determination  (as to which all rights of appeal  therefrom  have been
exhausted or lapsed) that each of the material  defenses  asserted by Indemnitee
in such action was made in bad faith or was frivolous;  provided,  however, that
until such final judicial  determination  is made,  Indemnitee shall be entitled
under Section 3 to receive payment of Expense Advances hereunder with respect to
such action.

         14.  Period of  Limitations.  No legal  action  shall be brought and no
cause of action  shall be  asserted  by or in the right of the  Company  against
Indemnitee,  Indemnitee's estate,  spouse, heirs, executors or personal or legal
representatives  after the  expiration  of two years from the date of accrual of
such cause of action,  and any claim or cause of action of the Company  shall be
extinguished and deemed released unless asserted by the timely filing of a legal
action  within  such two year  period;  provided,  however,  that if any shorter
period of limitations is otherwise  applicable to any such cause of action, such
shorter period shall govern.

         15. Notice. All notices and other  communications  under this Agreement
shall be in writing and shall be deemed duly given (i) if  delivered by hand and
signed  for by the party  addressed,  on the date of such  delivery,  or (ii) if
mailed by domestic  certified or registered  mail with postage  prepaid,  on the
third  business day after the date  postmarked.  Addresses  for notice to either
party are as shown on the signature page of this  Agreement,  or as subsequently
modified by written notice.

         16. Consent to  Jurisdiction.  The Company and  Indemnitee  each hereby
irrevocably  consent to the  jurisdiction of the courts of the State of Delaware
for all purposes in connection with any action or proceeding which arises out of
or relates to this  Agreement  and agree that any action  instituted  under this
Agreement  shall be commenced,  prosecuted  and  continued  only in the Court of
Chancery of the State of Delaware in and for New Castle  County,  which shall be
the exclusive and only proper forum for adjudicating such a claim.

                                       9
<PAGE>

         17.  Severability.  The provisions of this Agreement shall be severable
in the event that any of the provisions hereof (including any provision within a
single  section,  paragraph  or  sentence)  are  held  by a court  of  competent
jurisdiction to be invalid, void or otherwise  unenforceable,  and the remaining
provisions  shall remain  enforceable  to the fullest  extent  permitted by law.
Furthermore,  to the fullest extent  possible,  the provisions of this Agreement
(including  without  limitation  each portion of this  Agreement  containing any
provision  held to be  invalid,  void or  otherwise  unenforceable,  that is not
itself invalid,  void or unenforceable)  shall be construed so as to give effect
to  the  intent   manifested   by  the  provision   held  invalid,   illegal  or
unenforceable.

         18.  Choice  of  Law.  This  Agreement,   and  all  rights,   remedies,
liabilities,  powers  and  duties of the  parties  to this  Agreement,  shall be
governed by and construed in  accordance  with the laws of the State of Delaware
as  applied to  contracts  between  Delaware  residents  entered  into and to be
performed  entirely in the State of Delaware  without  regard to  principles  of
conflicts of laws.

         19.  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 Indemnitee, 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.

         20. Amendment and Waiver.  No amendment,  modification,  termination or
cancellation of this Agreement shall be effective unless it is in writing signed
by both the parties hereto. No waiver of any of the provisions of this Agreement
shall be deemed  to be or shall  constitute  a waiver  of any  other  provisions
hereof (whether or not similar),  nor shall such waiver  constitute a continuing
waiver.

         21.   Entire   Agreement.   This   Agreement   sets  forth  the  entire
understanding  between the parties hereto and supersedes and merges all previous
written  and  oral  negotiations,  commitments,  understandings  and  agreements
relating to the subject matter hereof between the parties hereto.

         22. No Construction as Employment Agreement.  Nothing contained in this
Agreement  shall be construed as giving  Indemnitee  any right to be retained in
the employment of the Company or any of its subsidiaries or affiliated entities.


                                       10
<PAGE>

         IN  WITNESS   WHEREOF,   the   parties   hereto  have   executed   this
Indemnification Agreement as of the date first above written.



PMC-SIERRA, INC.


By:
                  --------------------------------------------
Title:
                  --------------------------------------------
Address:          3975 Freedom Circle
                  Santa Clara, CA 95054




                                        AGREED TO AND ACCEPTED:

                                        INDEMNITEE:


                                        _______________________________
                                        [NAME]

                                        _______________________________

                                        _______________________________
                                        (address)



                                       11
<PAGE>

</TEXT>
</DOCUMENT>
