Marvell Technology Group Ltd.

Amended and Restated Code of Ethics and Business Conduct for Employees, Officers and Directors

Marvell Technology Group Ltd. and each subsidiary thereof (collectively, the “Company”) expects the highest possible ethical conduct from its employees, officers and directors. You are expected to participate in and foster a culture of transparency, integrity and honesty in the Company. Each director, officer and employee is required to review this Code on at least an annual basis, and as required periodically to be aware of the applicable standards set forth herein. Certain personnel designated by the President and Chief Executive Officer shall be required to confirm their receipt and understanding of this Code on no less than an annual basis.

This Code provides rules and procedures to help the Company’s employees, officers and directors recognize and respond to situations that present ethical issues. For guidance with respect to issues not addressed in this Code, employees are directed to the Employee Handbook which sets forth the Company’s policies on a wide range of issues that arise in the course of service with the Company, including, but not limited to, Insider Trading Prohibition Policies, Sexual Harassment Policies and Export Compliance Policies. For other questions not addressed by the Company’s written polices, employees are also directed to the Company’s human resources or legal departments. Your full compliance with this Code is mandatory, and those who violate the standards in this Code may be subject to disciplinary action, including but not limited to, termination of employment with the Company.

Conflicts of Interest

A conflict of interest arises when a person takes action or enters into relationships that oppose the interests of the Company or that interfere with the person’s performance or independent judgment when carrying out his or her Company duties. As an employee, director or officer of this Company, it is imperative that you avoid conflicts of interest. You may not exploit your position or relationship with the Company for the sole purpose of obtaining a personal gain. Furthermore, you shall take every reasonable step to disclose promptly to a supervisor or the human resources or legal departments any business or financial interest or relationship you or another employee may have which might interfere with your ability, or the ability of another employee, to pursue the best interests of the Company. For example, it could be a conflict of interest if you:

Cause the Company to engage in business transactions with relatives or friends;
Use nonpublic Company, customer or vendor information for personal gain by you, relatives or friends (including engaging in securities transactions based on such information);
Have more than a modest financial interest in the Company’s vendors, clients or competitors;
Receive a loan, or guarantee of any obligation, from the Company or a third party as a result of your position at the Company; or
Compete, or prepare to compete, with the Company while still employed by the Company.

The list above is not intended to be exhaustive; there are other situations in which a conflict of interest may arise. More importantly, the Company does not want you to comply merely with the “letter” of this Code – we want you to comply with the “spirit” of this Code. If you have concerns about any situation, follow the steps outlined in the Section below entitled “Reporting Violations.”

If you have a financial interest in a transaction between the Company and yourself or a third party – including an indirect interest– you must disclose that interest, and that interest must be approved by the Company in a manner specified by Company policy. We encourage you to seek guidance if you have any questions as to whether an interest you may have in a transaction may require approval. Any dealings with a related party must be conducted in such a way that no preferential treatment is given to this business.

Gifts, Bribes and Kickbacks

Other than for modest gifts given or received in the normal course of business (including travel or entertainment), neither you nor your relatives may give gifts to, or receive gifts from, the Company’s clients or vendors. Other gifts may be given or accepted only with prior approval of your senior supervisor or the Company’s management, and in no event should you put the Company or yourself in a position that would be embarrassing if the gift was made public.

Dealing with government employees is often different than dealing with private persons or companies. Many governmental bodies strictly prohibit the receipt of any gratuities by their employees, including meals and entertainment. You must be aware of and strictly follow these prohibitions.

You should never offer or pay a bribe or kickback. Any employee, officer or director who pays or receives bribes or kickbacks may be immediately terminated and reported to the appropriate authorities as warranted. A bribe or kickback includes any item intended to improperly obtain favorable treatment, including a bribe to guarantee that the Company will use the services of a particular vendor when such use is not advantageous to the Company.

Improper Use or Theft of Property

Every employee, officer and director must safeguard the Company’s property from loss or theft, and may not take such property for personal use. Company property includes confidential information, software, computers, office equipment and supplies. You must appropriately secure all Company property within your control to prevent its unauthorized use. Employees, officers and directors may make certain, limited non-business use of the Company’s electronic communications systems, provided that such use: (i) is occasional; (ii) does not interfere with the person’s responsibilities to the Company; (iii) does not diminish productivity; and, (iv) does not violate this Code, the Company’s Employee Handbook or other Company policies then in effect.

Protection of the Company, Customer and Vendor Information

You may not steal, misappropriate, misuse or wrongfully obtain or reveal Company, customer or vendor confidential or proprietary information. Additionally, you must take appropriate steps – including securing documents, limiting access to computers and electronic media, and proper disposal methods – to prevent unauthorized access to such Company, customer or vendor information. Proprietary and/or confidential information includes, among other things: business methods, pricing and marketing data, strategy, computer code (source and object), screens, forms, experimental research, information about, or received from, the Company’s current, former or prospective customers, vendors and employees.

Gathering Competitive Information

You may not steal, misappropriate, misuse or wrongfully obtain the confidential information of our competitors. You must not violate the Company’s or any other party’s rights to their confidential information. Particular care must be taken when dealing with competitors’ customers, ex-customers and ex-employees. Never ask for confidential or proprietary information when doing so would constitute a violation of this Code. Never ask a person to violate a non-compete or non-disclosure agreement. If you are uncertain as to your compliance responsibilities, the human resources or the legal department can assist you.

Fair Dealing

An exhaustive list of unethical practices cannot be provided. Instead, the Company relies on the judgment of each individual to avoid such practices. No Company employee, officer or director should take unfair advantage of anyone, including the Company’s customers, suppliers, competitors and employees, through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

Fair Competition and Antitrust Laws

The Company must comply with all applicable fair competition and antitrust laws. These laws attempt to ensure that businesses compete fairly and honestly and prohibit conduct seeking to reduce or restrain competition. If you are uncertain whether a contemplated action raises unfair competition or antitrust issues, the legal department can assist you.

Securities Trading

It is usually illegal to buy or sell securities using material information not available to the public. Persons who provide such undisclosed “inside” information to others may be as liable as the person who trades securities while possessing such information. Securities laws may be violated if you or any relatives or friends trade in securities of the Company, or any of its clients or vendors, while possessing inside information. You must comply with the Company’s Insider Trading Prohibition Policy. If you are uncertain as to your compliance responsibilities, the legal department can assist you.

Retention of Business Records

The Company’s business records must be maintained for the periods specified in the Company’s document retention policy or the more specific policies of your business unit. Records may be destroyed only at the expiration of the pertinent period. In no instance may documents involved in a pending or threatened litigation, government inquiry, subpoena or other information request be discarded or destroyed, regardless of the periods specified in the record retention policy. In addition, you may never destroy, alter or conceal, with an improper purpose, record or otherwise impede any official proceeding, either personally, in conjunction with, or by attempting to influence, another person.

Books and Records, Accurate Periodic Reports and Financial Statements

The Company requires that all its books and records be maintained accurately and with honesty. This requires that no asset, liability, revenue or expense be concealed or incompletely recorded for any purpose. All entries must be supported by documentation adequate to permit the Company’s books and records to be verified by audit. Proper accounting requires not only careful compliance by the Company’s internal auditors, but also the cooperation of all employees who are involved in keeping financial records of any type.

Full, fair, accurate, timely and understandable disclosures in the Company’s periodic reports to the public and to governmental authorities are legally required and are essential to our success. You should exercise the highest standard of care in contributing to or preparing such reports in accordance with the following guidelines:

All Company accounting records, as well as reports produced from those records, must be in accordance with the laws of each applicable jurisdiction.
All records must fairly and accurately reflect the transactions or occurrences to which they relate.
All records must fairly and accurately reflect, in reasonable detail, the Company’s assets, liabilities, revenues and expenses.
The Company’s accounting records must not contain any false or intentionally misleading entries.
No transactions should be intentionally misclassified as to accounts, departments or accounting periods.
All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period.
No information should be concealed from the internal auditors or the independent auditors, each of whom shall have unrestricted access to all documents and records.
You should cooperate fully with internal and external auditors to gather information as requested, explain processes, and suggest possible improvements.
Compliance with the Company’s system of internal accounting controls is required.
You must disclose and explain any background or “side arrangements” or other understandings connected to any agreement, contract or Company commitment or undertaking not clearly ascertainable from the face of the relevant written document.

If you have knowledge of any unreported or improperly reported financial activity you should report the information to the Company’s Employee Whistle Blower Hotline.

Compliance With Law and Reporting Violations

You are expected to comply with both the letter and spirit of all applicable governmental laws, rules and regulations. If you fail to comply with this Code and/or with any applicable laws, you may be subject to disciplinary measures, up to and including immediate discharge from the Company. Whenever an applicable law, rule or regulation is unclear or seems to conflict with either another law or any provision of this Code, you are urged to seek clarification from your supervisor or the legal department.

The Company encourages all employees to talk to their supervisors, managers, human resources department or the legal department when in doubt about the proper course of action. If you believe that you witnessed or know of a violation of laws, rules, regulations or this Code, you should report the violation(s) to the appropriate person within the Company. Retaliation for a report of misconduct that was made in good faith by an employee is against the Company’s policies. However, you may be required to cooperate in any internal investigations of misconduct.

Compliance Resources

In some situations, you may be uncertain how to proceed in compliance with this Code. This uncertainty may concern the ethical nature of your own acts or your duty to report the unethical acts of another. When determining the proper course of action, you should carefully analyze the situation and seek guidance from your supervisor or other appropriate personnel in accordance with the following four steps:

Gather all the facts. Do not take any action that may violate the Code until you have gathered all the facts that are required to make a well-informed decision and, if necessary, you have consulted with your supervisor or the legal department.
Ask whether the action is illegal or contrary to the Code. If the action is illegal or contrary to a provision of this Code, you should not carry out the act. If you believe that the Code has been violated by an employee, officer or director, you must promptly report the violation in accordance with the procedures set forth herein.
Discuss the problem with your supervisor. It is your supervisor’s duty to assist you in complying with this Code. Feel free to discuss the situation with your supervisor if you have any questions. You will suffer no retaliation for seeking such guidance.
If necessary, seek additional resources. Your office manager is available to speak with you about problematic situations if you do not feel comfortable approaching your direct supervisor. Alternatively, the Company’s Employee Whistle Blower Hotline has been established to assist with the reporting of such matters.

Reporting Violations

Your conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow employees. If you are powerless to stop suspected misconduct, or discover it after it has occurred, you must report it to the appropriate level of management at your location. Misconduct cannot be excused because it was directed or requested by another. In this regard, you are expected to alert management whenever an illegal, dishonest or unethical act is discovered or suspected.

Your calls, notes and/or emails will be dealt with confidentially, although there may be a point where your identity may become known or have to be revealed in the course of an investigation or in order to take corrective action. You have the commitment of the Company and of the Audit Committee of the Company’s Board of Directors, which is composed of independent directors, that you will be protected from retaliation for your good faith actions.

Waivers

The Company expects you to comply with the provisions of this Code. Any waiver of this Code for employees, officers or directors may be made only by the Board of Directors or any properly designated Committee thereof, and will be disclosed to the public as required by law and the rules of the Nasdaq Stock Market. When necessary, a waiver will be accompanied by appropriate controls designed to protect the Company.

Disciplinary Action

The Company has implemented the following disciplinary policies to ensure that prompt and consistent actions are taken in response to violations of this Code:

Range of Penalties. All violations of this Code will be treated seriously and will result in the prompt imposition of penalties which may include: (i) an oral or written warning; (ii) a reprimand; (iii) suspension; (iv) termination; and/or (v) restitution. When required, violations may also be reported to the appropriate regulatory agencies or other authorities.
Disciplinary Process. The penalty for a particular violation will be decided on a case-by-case basis and will depend on the nature and severity of the violation as well as the person’s history of non-compliance and cooperation in the disciplinary process. Significant penalties will be imposed for violations resulting from intentional or reckless behavior. Penalties may also be imposed when a person fails to report a violation due to the person’s indifference, deliberate ignorance or reckless conduct. Where there is credible evidence of a violation, the President and Chief Executive Officer will determine the appropriate sanction.
Consistent Enforcement. All employees, officers and directors will be treated equally with respect to the imposition of disciplinary measures. Pursuant to this policy, all persons will be subject to the same disciplinary action for the commission of the same or a similar offense.

Conclusion

In the final analysis, you are the guardian of the Company’s ethics. While there are no universal rules, when in doubt ask yourself:

Will my actions be ethical in every respect and fully comply with the law and with the Company’s policies (including this Code)?
Will my actions have the appearance of impropriety?
Will my actions be questioned by my supervisors, fellow employees, clients, family and the general public?
Am I trying to fool anyone, including myself, as to the propriety of my actions?

If you are uncomfortable with your answer to any of the above, you should not take the contemplated actions without first discussing them with your local management. If you are still uncomfortable, please follow the steps outlined above in the Section entitled “Reporting Violations.”

Any person who ignores or violates any of the Company’s ethical standards, and any manager who penalizes a subordinate for trying to follow these ethical standards, may be subject to corrective action, including immediate dismissal. However, it is not the threat of discipline that should govern your actions. The Company expects you to share its belief that a dedicated commitment to ethical behavior is the right thing to do and is good business, as well as being the surest way for the Company to remain a world class organization.

As amended by the Board of Directors effective September 6, 2007 to clarify that related party transactions must be approved in a manner specified by Company policy.