SC TO-I

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO
(RULE 13e-4)
TENDER OFFER STATEMENT UNDER
SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

LAM RESEARCH CORPORATION

(Name of Subject Company (Issuer) and Filing Person (offeror))

Options to Purchase Common Stock, $0.001 Par Value Per Share

(Title of Class of Securities)

512807108

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

George M. Schisler, Jr.
Vice President, General Counsel and Secretary
Lam Research Corporation
4650 Cushing Parkway
Fremont, CA 94538
(510) 572-0200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Person)

Copy to:

Mark Weeks, Esq.
Richard A. Grimm, Esq.
Heller Ehrman LLP
275 Middlefield Road
Menlo Park, CA 94025
(650) 324-7000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee
$28,186,619.04	$	1,107.73

* Estimated solely for the purposes of calculating the Amount of Filing Fee. The calculation of the Transaction Valuation assumes that all options to purchase the Issuer’s common stock that are eligible for the offer will be tendered pursuant to this offer. These options have an aggregate value of $28,186,619.04 calculated based on the average of the high and low prices of the Company’s common stock as reported on The NASDAQ Global Select Market on March 31, 2008.

 o     Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Not applicable.
Form or Registration No.:	Not applicable.
Filing party:	Not applicable.
Date filed:	Not applicable.

 o     Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 o     third party tender offer subject to Rule 14d-1.

 þ     issuer tender offer subject to Rule 13e-4.

 o     going-private transaction subject to Rule 13e-3.

 o     amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

TABLE OF CONTENTS

	ITEM 1. SUMMARY TERM SHEET.
	ITEM 2. SUBJECT COMPANY INFORMATION.
	ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
	ITEM 4. TERMS OF THE TRANSACTION.
	ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
	ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
	ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
	ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
	ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
	ITEM 10. FINANCIAL STATEMENTS.
	ITEM 11. ADDITIONAL INFORMATION.
	ITEM 12. EXHIBITS.
	ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
SIGNATURE
INDEX OF EXHIBITS
EXHIBIT (a)(1)(A)
EXHIBIT (a)(1)(C)
EXHIBIT (a)(1)(D)
EXHIBIT (a)(1)(E)
EXHIBIT (a)(1)(F)
EXHIBIT (a)(1)(G)
EXHIBIT (a)(1)(H)
EXHIBIT (a)(1)(I)
EXHIBIT (a)(1)(J)
EXHIBIT (a)(1)(K)
EXHIBIT (a)(1)(L)
EXHIBIT (a)(1)(M)
EXHIBIT (a)(1)(N)
EXHIBIT (a)(1)(O)
EXHIBIT (a)(1)(P)
EXHIBIT (a)(1)(Q)
EXHIBIT (a)(1)(R)
EXHIBIT (a)(1)(S)
EXHIBIT (a)(1)(T)
EXHIBIT (a)(1)(U)
EXHIBIT (a)(1)(V)
EXHIBIT (a)(1)(W)
EXHIBIT (a)(1)(X)

     This Tender Offer Statement on Schedule TO relates to an offer (the “Offer”) by Lam Research Corporation, a Delaware corporation (the “Company”) to amend certain options that 1) were granted under the Company’s Amended and restated 1999 Stock Option Plan; 2) have an exercise price per share that was less, or may have been less, than the fair market value per share of the common stock underlying the option on the option’s accounting measurement date; 3) were unvested as of December 31, 2004 (if only a portion of an option was unvested on such date, only the unvested portion is subject to the Offer); and 4) are outstanding as of the expiration date of the Offer (collectively, such options are “Eligible Options”) and which are held by eligible employees subject to taxation in the United States so that such employees may avoid potential adverse tax consequences under Internal Revenue Code Section 409A and, as applicable, similar provisions of state law. Pursuant to the Offer, eligible employees may elect to (i) have Eligible Options amended to increase their exercise prices per share to be equal to what the fair market value per share of the Company’s common stock was on the option’s deemed grant date and (ii) receive from the Company a cash payment with respect to such amended options equal to the difference between the new exercise price of the amended option and the original exercise price of each Eligible Option, less applicable tax withholding, all upon the terms and subject to the conditions set forth in the Offer to Amend. The Offer is currently set to expire at 11:59 p.m., Eastern Daylight Time, on Thursday, May 1, 2008, but may be extended (the “Expiration Date”).

     The Offer is being made for compensatory purposes in order to minimize or avoid potentially material adverse personal tax consequences to eligible employees. The Offer is being made in compliance with the Exemptive Order granted by the staff of the Division of Corporation Finance of the Securities and Exchange Commission on March 26, 2007 (which such Exemptive Order was issued in connection with relief requested by Chordiant Software, Inc.) and the Exemptive Order for Issuer Exchange Offers that are Conducted for Compensatory Purposes, issued on March 21, 2001.

ITEM 1. SUMMARY TERM SHEET.

     The information set forth under the heading “Summary Term Sheet and Questions and Answers” in the Offer to Amend, dated April 3, 2008 (as it may be amended or supplemented from time to time, the “Offer to Amend”), attached hereto as Exhibit (a)(1)(A), is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

(a)	Name and address.
	The name of the issuer is Lam Research Corporation. The address of its principal executive offices is 4650 Cushing Parkway, Fremont, CA 94538 and the telephone number at that address is (510) 572-0200.
(b)	Securities.
	This Tender Offer Statement on Schedule TO relates to the Eligible Options. As of April 3, 2008, Eligible Options to purchase up to a total of 741,168 shares of the Company’s common stock were outstanding. The information set forth in the Offer to Amend on the introductory pages and under the heading “Summary Term Sheet and Questions and Answers” and under the heading “The Offer” is incorporated herein by reference.
(c)	Trading market and price.
	The information set forth in the Offer to Amend under the heading “The Offer — Price range of common stock underlying the options” is incorporated herein by reference.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

(a)	Name and address.
	The Company is the filing person and the subject company. The information set forth under Item 2(a) above and in Schedule A to the Offer to Amend (“Information Concerning the Directors and Executive Officers of Lam Research Corporation”) is incorporated herein by reference.

ITEM 4. TERMS OF THE TRANSACTION.

(a)	Material terms.
	The information set forth in the Offer to Amend on the introductory pages and under the heading “Summary Term Sheet and Questions and Answers” and under the heading “The Offer” is incorporated herein by reference.
(b)	Purchases.
	None of the members of the Company’s Board of Directors or its officers subject to Section 16(a) of the Securities Exchange Act of 1934 are eligible to participate in the Offer other than Ernest E. Maddock, our Senior Vice President, Global Operations, Abdi Hariri, our Group Vice President, Customer Support Business Group, Thomas J. Bondur, our Vice President, Global Field Operations, and Martin B. Anstice, our Senior Vice President, Chief Financial Officer and Chief Accounting Officer, who are eligible to participate in the Offer because they were not officers subject to Section 16(a) of the Securities Exchange Act of 1934 as of the date on which Eligible Options were granted to them. The information set forth in the Offer to Amend under the heading “The Offer — Interests of directors and officers; transactions and arrangements concerning the options” is incorporated herein by reference.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

(a)	Agreements involving the subject company’s securities.
	The information set forth in the Offer to Amend under the heading “The Offer — Interests of directors and officers; transactions and arrangements concerning the options” is incorporated herein by reference.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(a)	Purposes.
	The information set forth in the Offer to Amend under the heading “The Offer — Purpose of the Offer” is incorporated herein by reference.
(b)	Use of securities acquired.
	The information set forth in the Offer to Amend under the heading “The Offer — Acceptance of Eligible Options for amendment and promise to make cash payment” and under the heading “The Offer — Status of options amended by us in the Offer; accounting consequences of the Offer” is incorporated herein by reference.
(c)	Plans.
	The information set forth in the Offer to Amend under the heading “The Offer — Purpose of the Offer” is incorporated herein by reference.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a)	Source of funds.
	The information set forth in the Offer to Amend under the heading “The Offer — Source and amount of consideration; terms of amended Eligible Options” and under the heading “The Offer — Fees and expenses” is incorporated herein by reference.
(b)	Conditions.
	The information set forth in the Offer to Amend under the heading “The Offer — Conditions of the Offer” is incorporated herein by reference.

(c)	Borrowed funds.
	Not applicable.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a)	Securities ownership.
	The information set forth in the Offer to Amend under the heading “The Offer — Interests of directors and officers; transactions and arrangements concerning the options” is incorporated herein by reference.
(b)	Securities transactions.
	The information set forth in the Offer to Amend under the heading “The Offer — Interests of directors and officers; transactions and arrangements concerning the options” is incorporated herein by reference.

ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

(a)	Solicitations or recommendations.
	Not applicable.

ITEM 10. FINANCIAL STATEMENTS.

(a)	Financial information.
	The information set forth in the Offer to Amend under the heading “The Offer — Information concerning Lam Research” and “The Offer — Additional information” is incorporated herein by reference. Item 8 (“Financial Statements and Supplementary Data”) of the Company’s Annual Report on Form 10-K for its fiscal year ended June 24, 2007 is incorporated herein by reference. Item 1 (“Financial Information”) of the Company’s Quarterly Reports on Form 10-Q for its fiscal quarters ended September 23, 2007 and December 23, 2007 are incorporated herein by reference.
(b)	Pro forma information.
	Not applicable.

ITEM 11. ADDITIONAL INFORMATION.

(a)	Agreements, regulatory requirements and legal proceedings.
	The information set forth in the Offer to Amend under the heading “The Offer — Interests of directors and officers; transactions and arrangements concerning the options” and under the heading “The Offer — Legal matters; regulatory approvals” is incorporated herein by reference.
(b)	Other material information.
	Not applicable.

ITEM 12. EXHIBITS.

Exhibit
Number	Description
(a)(1)(A)	Offer to Amend Certain Outstanding Options, dated April 3, 2008
(a)(1)(B)	Email to Employees dated April 1, 2008 re Your Stock Options — Important Information*
(a)(1)(C)	Employee Presentation Materials
(a)(1)(D)	Audio Transcript of Employee Presentation
(a)(1)(E)	Form of Email Announcement of Offer to Amend, dated April 3, 2008
(a)(1)(F)	Screenshot of Login Page to Offer website at https://lamrc.equitybenefits.com/
(a)(1)(G)	Screenshot of Welcome Page to Offer website at https://lamrc.equitybenefits.com/ (screenshots 1-4)
(a)(1)(H)	Screenshot of Electronic Election Form (screenshots 1-2)
(a)(1)(I)	Screenshot of Election Review
(a)(1)(J)	Screenshot of Agreement to Terms of Election (screenshots 1-4)
(a)(1)(K)	Screenshot of Print Confirmation—Accept Offer (screenshots 1-2)
(a)(1)(L)	Screenshot of Print Confirmation-Decline Offer (screenshots 1-2)
(a)(1)(M)	Screenshot of Election Information
(a)(1)(N)	Screenshot of Contact Information
(a)(1)(O)	Instructions to Electronic Election Form
(a)(1)(P)	Form of Acknowledgement of Receipt of Election Form (Participants)
(a)(1)(Q)	Form of Acknowledgement of Receipt of Election Form (Non-Participants)
(a)(1)(R)	Form of Email — Reminder Email — Complete your Election
(a)(1)(S)	Form of Email — Reminder Regarding the Expiration of the Lam Tender Offer
(a)(1)(T)	Form of Paper Election Form
(a)(1)(U)	Form of Promise to Make Cash Payment
(a)(1)(V)	Form of Amendment to Stock Option Agreement
(a)(1)(W)	Form of Confirmation of Final Election (Post-Expiration Date for Offer Participants)
(a)(1)(X)	Form of Confirmation of Final Election (Post-Expiration Date for Offer Non-Participants)
(d)(1)(A)	Lam Research Corporation Amended and restated 1999 Stock Option Plan is incorporated herein by reference from the Company’s Registration Statement on Form S-8 (No. 33-127936) filed with the Securities and Exchange Commission on August 28, 2005

* Previously filed on Schedule TO-C on April 1, 2008

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

(a) Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

Lam Research Corporation
By:	/s/ George M. Schisler, Jr.
	George M. Schisler, Jr., Vice President, General Counsel and Secretary
Date: April 3, 2008

INDEX OF EXHIBITS

Exhibit
Number	Description
(a)(1)(A)	Offer to Amend Certain Outstanding Options, dated April 3, 2008
(a)(1)(B)	Email to Employees dated April 1, 2008 re Your Stock Options — Important Information*
(a)(1)(C)	Employee Presentation Materials
(a)(1)(D)	Audio Transcript of Employee Presentation
(a)(1)(E)	Form of Email Announcement of Offer to Amend, dated April 3, 2008
(a)(1)(F)	Screenshot of Login Page to Offer website at https://lamrc.equitybenefits.com/
(a)(1)(G)	Screenshot of Welcome Page to Offer website at https://lamrc.equitybenefits.com/ (screenshots 1-4)
(a)(1)(H)	Screenshot of Electronic Election Form (screenshots 1-2)
(a)(1)(I)	Screenshot of Election Review
(a)(1)(J)	Screenshot of Agreement to Terms of Election (screenshots 1-4)
(a)(1)(K)	Screenshot of Print Confirmation —Accept Offer (screenshots 1-2)
(a)(1)(L)	Screenshot of Print Confirmation-Decline Offer (screenshots 1-2)
(a)(1)(M)	Screenshot of Election Information
(a)(1)(N)	Screenshot of Contact Information
(a)(1)(O)	Instructions to Electronic Election Form
(a)(1)(P)	Form of Acknowledgement of Receipt of Election Form (Participants)
(a)(1)(Q)	Form of Acknowledgement of Receipt of Election Form (Non-Participants)
(a)(1)(R)	Form of Email — Reminder Email — Complete your Election
(a)(1)(S)	Form of Email — Reminder Regarding the Expiration of the Lam Tender Offer
(a)(1)(T)	Form of Paper Election Form
(a)(1)(U)	Form of Promise to Make Cash Payment
(a)(1)(V)	Form of Amendment to Stock Option Agreement
(a)(1)(W)	Form of Confirmation of Final Election (Post-Expiration Date for Offer Participants)
(a)(1)(X)	Form of Confirmation of Final Election (Post-Expiration Date for Offer Non-Participants)
(d)(1)(A)	Lam Research Corporation Amended and restated 1999 Stock Option Plan is incorporated herein by reference from the Company’s Registration Statement on Form S-8 (No. 33-127936) filed with the Securities and Exchange Commission on August 28, 2005

* Previously filed on Schedule TO-C on April 1, 2008

EX-99.(A)(1)(A)

Exhibit (a)(1)(A)

LAM RESEARCH CORPORATION

OFFER TO AMEND CERTAIN OUTSTANDING OPTIONS

THIS OFFER AND ITS RELATED WITHDRAWAL RIGHTS WILL EXPIRE
AT 11:59 P.M., EASTERN DAYLIGHT TIME, ON THURSDAY, MAY 1, 2008,
UNLESS WE EXTEND THE OFFER

     Lam Research Corporation (“Lam Research,” the “Company,” “we” or “us”) hereby offers you, as an eligible employee, the right to increase the exercise price of certain outstanding Company stock options issued to you (the “Offer”) for the purpose of avoiding potentially negative tax consequences under Section 409A of the U.S. Internal Revenue Code (“Section 409A”) and, as applicable, similar provisions of state law (“Similar State Laws”). If you accept the Offer, (i) your eligible options will be amended to increase the exercise price, (ii) the amended options will not be subject to the potentially negative tax consequences of Section 409A and Similar State Laws and (iii) you will receive a cash payment for each share underlying those options on the first payroll date in January 2009. If you decline this Offer, your options will remain unchanged, you will not receive any cash payment and you may be subject to the negative tax consequences of Section 409A and Similar State Laws (as described in the next paragraph and below in Question and Answer 6 and Section 15, “Material U.S. federal income tax consequences”). Your personalized election form accessible on the Offer website (as described below) lists your options that are eligible for this Offer (the “Eligible Options”) and the cash payment that you will receive with respect to your Eligible Options if you elect to have your Eligible Options amended under the Offer.

     This Offer arises because the Company has modified the accounting measurement dates used with respect to certain stock options. In some cases where the accounting measurement date was changed, the original exercise price for the stock option grant was lower than the stock price on the changed measurement date associated with the grant of the stock option. As a result, Eligible Options may be subject to adverse tax consequences under Section 409A. These consequences could include income tax in connection with the vesting of your Eligible Options, without regard to whether such Eligible Options are actually exercised, plus an additional 20% tax and interest charges at the federal level. Some states, including California, have adopted provisions similar to Section 409A under state law, and for option holders subject to income tax in such states, the total tax could include an additional tax of up to 20% (plus interest charges). As noted in the paragraph above, if you elect to participate in this Offer, your Eligible Options will be amended so that they will no longer be subject to these adverse tax consequences.

     Individuals who: (1) are subject to U.S. taxation, (2) hold Eligible Options that remain outstanding on the expiration date of this Offer, (3) are employees of the Company on such expiration date and (4) were not officers subject to Section 16(a) of the Securities Exchange Act of 1934 as of the date of the grant of the Eligible Options they hold, are defined as “Eligible Option holders” for the purposes of this Offer. None of the members of the Company’s Board of Directors or its officers subject to Section 16(a) of the Securities Exchange Act of 1934 are eligible to participate in the Offer other than Ernest E. Maddock, our Senior Vice President, Global Operations, Abdi Hariri, our Group Vice President, Customer Support Business Group, Thomas J. Bondur, our Vice President, Global Field Operations, and Martin B. Anstice, our Senior Vice President, Chief Financial Officer and Chief Accounting Officer, who are eligible to participate in the Offer because they were not officers subject to Section 16(a) of the Securities Exchange Act of 1934 as of the date on which Eligible Options were granted to them.

     If you are an Eligible Option holder, you will receive an email on April 3, 2008 announcing the Offer and containing a link to the Offer website at https://lamrc.equitybenefits.com/. Once you have logged onto the Offer website and clicked on the “Make An Election” button, you will be directed to your election form that contains the following personalized information with respect to each Eligible Option you hold:

• the original grant date,

• the option number,

• the number of unexercised shares subject to that option,

i

• the current exercise price,

• the new exercise price should you accept the Offer,

• the cash payment per share subject to the option you will be entitled to receive should you accept the Offer, and

• the total cash payment you would be entitled to receive with respect to that option should you accept the Offer.

     If you elect to participate in the Offer, your Eligible Options will be amended on the next business day following the expiration of the Offer (currently expected to be May 1, 2008). The Eligible Options that are amended under the Offer will remain subject to the applicable existing option agreement between you and the Company, with only the exercise price being changed.

     If you elect to participate in this Offer, promptly following the expiration of the Offer, we will send you an “Amendment to Stock Option Agreement” evidencing the change in exercise price of your Eligible Options that are amended under the Offer and a “Promise to Make Cash Payment” evidencing your right to receive a cash payment in respect of the Eligible Options that are amended under the Offer. Cash payments will be paid on the first payroll date in January 2009 and will be subject to applicable tax withholding. The cash payment will not be subject to any vesting conditions, so you will receive the cash payment to which you are entitled on the first payroll date in January 2009 regardless of whether or not you remain employed by us on that date.

     If you elect to participate in the Offer, you must tender all of your Eligible Options. You may not tender less than all of your Eligible Options. If you hold more than one Company stock option, you may hold both Eligible Options and options that are not Eligible Options. Your personalized election form accessible on the Offer website at https://lamrc.equitybenefits.com/ will identify which of your stock options are Eligible Options for purposes of this Offer. The Offer is subject to other conditions, which are described in Section 8, “Conditions of the Offer.” You are not required to accept this Offer.

     Shares of our common stock are quoted on the Nasdaq Global Select Market under the symbol “LRCX.” On April 1, 2008, the last reported sale price of our common stock on the Nasdaq Global Select Market was $40.00 per share. Before deciding to participate in this Offer, you should evaluate current market quotes for our common stock and the risks of participating in this Offer. See “Risks of Participating in the Offer,” below, for a discussion of certain risks that you should consider before electing to participate in the Offer.

IMPORTANT—ACTION ITEMS TO PARTICIPATE

     If you wish to participate in this Offer, you must properly complete and sign an election form in accordance with the applicable instructions for that form. You can complete this process by accessing the Offer website at https://lamrc.equitybenefits.com/.

     We intend to confirm the receipt of your election form by e-mail to your Lam Research Corporation email address within two business days. If you have not received an e-mail confirmation that we have received your election form, we recommend that you confirm that we have received it. If you need to confirm receipt, please contact the Lam Research Tender Offer Call Center at (415) 498-5018 or Lam409A@lamresearch.com.

     Although our Board of Directors has approved this Offer, neither we nor the Board of Directors have made any recommendation as to whether you should accept or refrain from accepting the Offer. You must make your own decision, after taking into account your own personal circumstances and preferences. You should be aware that adverse tax consequences under Section 409A and Similar State Laws may apply to your Eligible Options if they are not amended pursuant to this Offer.

     You should direct requests for assistance or for additional copies of this Offer to Amend or related forms to Lam Research Tender Offer Call Center at (415) 498-5018 or Lam409A@lamresearch.com.

ii

     We have not authorized any person to make any recommendation on our behalf as to whether you should tender or not tender your Eligible Options for amendment through this Offer. You should rely only on the information in these materials or to which we have referred you. We have not authorized anyone to give you any information or to make any representation in connection with this Offer, which differs from the information and representations contained in these materials. If anyone makes any recommendation or representation to you or gives you any information which differs from the information and representations contained in these materials, you must not rely upon that recommendation, representation or information as having been authorized by us.

     This document constitutes part of the Section 10(a) prospectus relating to our Company’s Amended and restated 1999 Stock Option Plan and covers securities that have been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended.

     The date of this Offer to Amend is April 3, 2008.

iii

TABLE OF CONTENTS

			PAGE
SUMMARY TERM SHEET AND QUESTIONS AND ANSWERS				1
RISKS OF PARTICIPATING IN THE OFFER				7
THE OFFER				8
	1.	Eligibility.		8
	2.	Amendment and cash payment.		9
	3.	Purpose of the Offer.		10
	4.	Status of Eligible Options not amended.		11
	5.	Procedures for electing to participate in the Offer.		11
	6.	Withdrawal rights.		13
	7.	Acceptance of Eligible Options for amendment and promise to make cash payment.		14
	8.	Conditions of the Offer.		14
	9.	Price range of common stock underlying the options.		16
	10.	Source and amount of consideration; terms of amended Eligible Options.		17
	11.	Information concerning Lam Research.		17
	12.	Interests of directors and officers; transactions and arrangements concerning the options.		18
	13.	Status of options amended by us in the Offer; accounting consequences of the Offer.		19
	14.	Legal matters; regulatory approvals.		19
	15.	Material U.S. federal income tax consequences.		19
	16.	Extension of the Offer; termination; amendment.		21
	17.	Fees and expenses.		22
	18.	Additional information.		22
	19.	Miscellaneous.		22
	Schedule A
	Schedule B

SUMMARY TERM SHEET AND QUESTIONS AND ANSWERS

     The following are answers to some of the questions that you may have about the Offer. We urge you to read carefully the remainder of this Offer to Amend because the information in this summary and in the introductory pages preceding this summary is not complete and may not contain all of the information that is important to you. Additional important information is contained in the remainder of the Offer to Amend. We have included references to the relevant sections of the Offer to Amend where you can find a more complete description of the topics discussed in these Questions and Answers.

Q1. What is the Offer?

     The Offer is a one-time voluntary opportunity for Eligible Option holders (as defined below) to elect to: (1) have certain outstanding stock options amended to increase their exercise price and (2) receive a cash payment with respect to the amendment of such options. The Offer is described in more detail in the following Questions and Answers and in the remainder of this Offer to Amend.

     The following are some terms that are frequently used in this Offer to Amend:

• “amended options” refers to Eligible Options that are amended pursuant to this Offer.

• “amendment date” refers to the date when Eligible Options with respect to which you accept this Offer will be amended to reflect a new exercise price. We expect that the amendment date will be May 2, 2008, which is the next business day following the expected expiration date of this Offer. If the expiration date is extended, then the amendment date will be rescheduled to the next business day following the actual expiration date.

• “business day” means any day other than a Saturday, Sunday or a U.S. federal holiday, and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Daylight Time.

• “Code” means the U.S. Internal Revenue Code of 1986, as amended.

• “election form” refers to the form you must use to notify the Company that you accept this Offer, which lists your Eligible Options and, for each Eligible Option, the original grant date, the option number, the name of the stock option plan under which that option was granted, the number of unexercised shares subject to that option, the current exercise price, the new exercise price should you accept this Offer, the cash payment per share subject to the option you will be entitled to receive should you accept this Offer, and the total cash payment you would be entitled to receive with respect to that option should you accept this Offer.

• “Eligible Option holders” refers to all individuals who (1) are subject to U.S. taxation, (2) hold Eligible Options that remain outstanding on the expiration date of this Offer, (3) are employees of the Company on such expiration date and (4) were not officers or other persons subject to Section 16(a) of the Securities Exchange Act of 1934 as of the date of grant. None of the members of the Company’s Board of Directors or its officers subject to Section 16(a) of the Securities Exchange Act of 1934 are eligible to participate in the Offer other than Ernest E. Maddock, our Senior Vice President, Global Operations, Abdi Hariri, our Group Vice President, Customer Support Business Group, Thomas J. Bondur, our Vice President, Global Field Operations, and Martin B. Anstice, our Senior Vice President, Chief Financial Officer and Chief Accounting Officer, who are eligible to participate in the Offer because they were not officers subject to Section 16(a) of the Securities Exchange Act of 1934 as of the date on which Eligible Options were granted to them.

• “Eligible Options” are the options with respect to which you may accept this Offer as more fully described in Question and Answer 4 and Section 1, “Eligibility.”

• “expiration date” refers to the date that this Offer expires. The expiration date will be

1

Thursday, May 1, 2008 at 11:59 p.m., Eastern Daylight Time, unless the Offer is extended at our discretion. If we extend the Offer, the term “expiration date” will refer to the time and date at which the extended Offer expires.

• “fair market value” with respect to shares of our common stock on a given date, means the closing price of our common stock on the Nasdaq Global Select Market on such date.

• “offer period” refers to the period from the commencement date of this Offer to the expiration date. This period will commence on April 3, 2008, and end at 11:59 p.m., Eastern Daylight Time, on May 1, 2008, unless the Offer is extended.

• “Plan” means the Company’s Amended and restated 199 Stock Option Plan.

• “Section 409A” refers to Section 409A of the Code and the guidance issued thereunder.

• “Similar State Laws” refers to the applicable provisions of state laws that are substantially similar to Section 409A.

Q2. Why is the Company making the Offer?

     We have determined that certain options granted from May 23, 2000 through October 17, 2002 were issued with an exercise price less than the fair market value of the underlying common stock on the accounting measurement date for such options and that holders of such options may therefore be subject to adverse tax consequences under Section 409A and Similar State Laws. This Offer is being made to permit certain holders of those options (referred to as the “Eligible Option holders”) to amend their Eligible Options to avoid the potentially adverse tax treatment applicable to such options under Section 409A and Similar State Laws.

Q3. Who is eligible to participate in the Offer?

     You may participate in this Offer if you (1) are subject to U.S. taxation, (2) hold Eligible Options, if such options remain outstanding on the expiration date, (3) are an employee of the Company on the expiration date, and (4) were not an officer subject to Section 16(a) of the Securities Exchange Act of 1934 as of the date that the Eligible Options were granted to you. None of the members of the Company’s Board of Directors or its officers subject to Section 16(a) of the Securities Exchange Act of 1934 are eligible to participate in the Offer other than Ernest E. Maddock, our Senior Vice President, Global Operations, Abdi Hariri, our Group Vice President, Customer Support Business Group, Thomas J. Bondur, our Vice President, Global Field Operations, and Martin B. Anstice, our Senior Vice President, Chief Financial Officer and Chief Accounting Officer, who are eligible to participate in the Offer because they were not officers subject to Section 16(a) of the Securities Exchange Act of 1934 as of the date on which Eligible Options were granted to them. (See Section 1, “Eligibility”)

Q4. Which options are eligible to be tendered in this Offer?

     An option to purchase our common stock is an “Eligible Option” for the purposes of this Offer only if all of the following conditions are met:

• the option was granted under the Plan;

• the option has an exercise price per share that was less, or may have been less, than the fair market value per share of the common stock underlying the option on the option’s accounting measurement date;

• the option was unvested as of December 31, 2004 (if only a portion of an option was unvested on such date, the unvested portion may be an Eligible Option); and

• the option is outstanding as of the expiration date.

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     Options that already have been exercised are not eligible to be amended in this Offer. The Offer covers only Eligible Options. Your personalized election form accessible on the Offer website at https://lamrc.equitybenefits.com/ contains a summary of the Eligible Options that you currently hold. (See Section 1, “Eligibility”)

Q5. If I participate in this Offer, what will happen to my current Eligible Options and what consideration will I receive?

     If you participate in this Offer, each of the Eligible Options that we accept will be amended on the amendment date to increase the original exercise price to the fair market value of the underlying common stock on the accounting measurement date for such option. The amended option will continue to be subject to the terms and conditions (including vesting schedule and expiration date) of the Plan, and to an amended option agreement between you and the Company. You will also receive a cash payment equal to the difference between the new exercise price per share of the amended option and the original exercise price per share of the Eligible Option, multiplied by the number of shares subject to the amended option. The cash payment, which will be made on the first payroll date in January 2009, is intended to compensate you for the increase in the exercise price of your amended options. Your personalized election form accessible on the Offer website at https://lamrc.equitybenefits.com/ lists the number of unexercised shares subject to your Eligible Options, as well as the cash payment you will be entitled to receive for your Eligible Options if you participate in the Offer. (See Section 2, “Amendment and cash payment”)

Q6. What are the tax consequences of options subject to Section 409A?

     Section 409A was added to the Code in 2004. Since Section 409A was adopted, the Internal Revenue Service (the “IRS”) has issued interim transition guidance, proposed regulations and final regulations under Section 409A. Based on currently available IRS guidance (with respect to the calculation of income on options subject to Section 409A), we believe that the following U.S. federal tax consequences would apply:

• The gain on all Eligible Options that have not been exercised likely will become taxable as ordinary income to you regardless of whether you exercise such options. The amount of income recognized likely will be equal to the fair market value of the common stock underlying the Eligible Options on the date the taxable income is recognized, less the sum of the exercise price applicable to those options.

• You may be subject to an additional 20% federal tax on the income described above, in addition to all regular income and employment taxes. You may also be liable for an additional tax equal to interest at the IRS underpayment rate plus 1% (currently an aggregate annual interest rate of approximately 8%) on the underpayments that would have occurred had the compensation been includible in income for the taxable year when the options vested.

• You also may incur additional taxes and interest under state laws that are similar to Section 409A depending on the state in which you live. California has adopted the federal laws and thus you may be subject to an additional 20% tax (plus interest).

     You will be solely responsible for all income taxes and interest payable under Section 409A and Similar State Laws and other tax laws with respect to any Eligible Options that vested after December 31, 2004, and that are not amended in the Offer. (See Section 15, “Material U.S. federal income tax consequences”)

     Eligible Option holders located in Singapore, South Korea, and Taiwan are subject to the tax laws applicable in those jurisdictions. Schedule B to this Offer sets forth a summary of the relevant tax laws applicable in those non-U.S. tax jurisdictions.

     Eligible Option holders should consult their personal financial, tax and legal advisors with regard to the application of Section 409A (and similar state tax provisions) to their options.

Q7. What are the tax consequences if I exercise stock options that are not Eligible Options?

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     If you hold stock options that are not Eligible Options, as described in Question and Answer 4 above, you may exercise such options in accordance with their terms with no adverse consequences under Section 409A and Similar State Laws.

Q8. What are the tax consequences if I accept the Offer?

     If you accept the Offer, you should not recognize any income for U.S. federal income tax purposes at the time of acceptance or at the time your Eligible Options are amended. You should also avoid the potentially adverse tax consequences under Section 409A and Similar State Laws. The cash payment you receive on the first payroll date in January 2009, however, will be compensation income to you and will be subject to regular income and employment tax withholding at the time that it is received.

     Eligible Option holders located in Singapore, South Korea, and Taiwan are subject to the tax laws applicable in those jurisdictions. Schedule B to this Offer sets forth a summary of the relevant tax laws applicable in those non-U.S. tax jurisdictions.

     Please see Section 15, “Material U.S. federal income tax consequences,” for more detailed information regarding certain tax consequences of the Offer.

Q9. What are the tax consequences if I do not accept the Offer?

     If you do not accept the Offer, then you may be subject to the tax consequences listed in the answer to Question and Answer 6 above and described in more detail in Section 15, “Material U.S. federal income tax consequences.”

     We do not intend to take any other steps, now or in the future, to address the potentially adverse tax consequences under Section 409A and Similar State Laws. We recommend that you consult with your personal financial, tax and legal advisors in deciding whether to accept the Offer.

Q10. Am I required to participate in the Offer?

     No, participation in the Offer is voluntary. If you do not participate in this Offer, your Eligible Options will remain outstanding and may be subject to adverse tax consequences under Section 409A and Similar State Laws. You will be solely responsible for any and all taxes and interest due with respect to your Eligible Options as a result of Section 409A and Similar State Laws, or otherwise. Please also see Question and Answer 6 and Section 15, “Material U.S. federal income tax consequences,” for a description of the potential consequences to you if you decide not to participate in the Offer and amend your Eligible Options.

Q11. If I choose to participate in the Offer, am I required to amend all of my Eligible Options?

     Yes, if you choose to participate in the Offer, you must accept this Offer with respect to all of your Eligible Options. If you have previously exercised a portion of an Eligible Option, your election will apply only to the portion of such option that remains outstanding and unexercised on the Offer’s expiration date.

Q12. Will the terms and conditions of my amended options be the same as my Eligible Options?

     Except for the increased exercise price, the Eligible Options that are amended pursuant to this Offer will remain subject to the same terms and conditions as in effect for those Eligible Options immediately before the amendment, including the vesting schedule and option term.

Q13. When will my Eligible Options be amended?

     The Eligible Options for which this Offer is accepted will be amended on the amendment date, which will be the next business day following the expiration date, which is currently May 1, 2008. It may take several business days after the amendment date however, to update our database and your personal account information to reflect all of the option amendments. (See Section 7, “Acceptance of Eligible Options for amendment and promise to make cash payment”)

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Q14. When can I exercise my amended options?

     You may exercise any of your vested amended options at any time after our database and your personal account information have been updated to reflect the option amendment and before the termination of the option agreement, subject to the Company’s normal insider trading policy and blackout rules. We expect that our database and your personal account information will be updated within several business days after the amendment date.

Q15. Can I exercise my Eligible Options after I accept the Offer but before they are amended?

     If you accept the Offer with respect to your Eligible Options and want to exercise any of your Eligible Options before their amendment, you must first withdraw your previously submitted election to accept with respect to your Eligible Options. See Questions and Answers 19, 20 and 21 and Section 6, “Withdrawal rights.” If you exercise options before they are amended pursuant to this Offer, you will not avoid the potentially adverse tax consequences under Section 409A and Similar State laws for any Eligible Options and you will be solely responsible for any taxes, penalties and interest payable under Section 409A and Similar State Laws. See Question and Answer 6 and Section 15, “Material U.S. federal income tax consequences,” for a description of the potential consequences to you if you decide not to participate in the Offer and amend your Eligible Options.

Q16. How will my cash payment be taxed?

     You will be taxed upon receipt of the cash payment. The payment will constitute compensation income for tax withholding purposes. Accordingly, the Company must withhold all applicable U.S. federal, state and local income and employment withholding taxes as well as all applicable foreign taxes required to be withheld with respect to such payment. You will receive only the portion of the payment remaining after all such taxes have been withheld. (See Section 13, “Status of options amended by us in the Offer; accounting consequences of the Offer”)

Q17. What are the conditions to the Offer?

     The Offer is subject to a number of conditions, including the conditions described in Section 8, “Conditions of the Offer.” The Offer is not conditioned upon the acceptance of the Offer with respect to a minimum number of Eligible Options for amendment. (See Section 8, “Conditions of the Offer”)

Q18. When does the Offer expire? Can the Offer be extended, and if so, how will I be notified if it is extended?

     The Offer will expire on Thursday, May 1, 2008, at 11:59 p.m., Eastern Daylight Time, unless it is extended. Although we do not currently intend to extend the Offer, we may, at our discretion, do so at any time. If the Offer is extended, we will send you an e-mail or other communication informing you of the extension by no later than 9:00 a.m., Eastern Daylight Time, on the next business day following the previously scheduled expiration of the offer period. (See Section 16, “Extension of the Offer; termination; amendment”)

Q19. How and when do I accept the Offer to amend my Eligible Options?

     In order to participate in this Offer, you should log on to the Offer website at https://lamrc.equitybenefits.com/ and click on the “Make an Election” button to proceed with your election. You will be directed to the first page of the election form. You will need to check the appropriate box to indicate whether or not you elect to tender all of your Eligible Options in accordance with the terms of the Offer. After completing the election form, you will be allowed to review the election you have made with respect to your Eligible Options. If you are satisfied with your election, you will proceed to the Agreement to the Terms of Election page. Only after you agree to the Agreement to the Terms of Election will you be directed to the Print Confirmation page. Please print and keep a copy of the Print Confirmation page for your records. You will then be deemed to have completed the election process for tendering your Eligible Options.

     If you are not able to submit your election form electronically via the Offer website as a result of technical failures inherent to the website, such as the website being unavailable or the website not accepting your election, or if you do not otherwise have access to the Offer website for any reason (including lack of internet services), you must complete a paper election form and return it to Lam Research Corporation via mail or overnight courier to:

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Lam Research Corporation, c/o Lam Tender Offer, 4650 Cushing Parkway, Fremont, CA 94538, or by fax at (510) 572-4442 before 11:59 p.m., Eastern Daylight Time, on Thursday, May 1, 2008. Only paper election forms that are completed, submitted, and actually received by us by mail, overnight courier, or fax, in accordance with the instructions above and by the deadline will be accepted. Election forms submitted by any other means or that are received after the deadline will not be accepted. The delivery of your election form is at your risk. To obtain a paper election form, please contact the Lam Research Tender Offer Call Center at (415) 498-5018 or Lam409A@lamresearch.com.

You must complete the tender and election process in the foregoing manner by 11:59 p.m., Eastern Daylight Time on May 1, 2008. If we extend the Offer beyond that time, you must complete the process before the extended expiration date of the Offer.

     We will not accept delivery of any election form after expiration of the Offer. If we do not receive a properly completed election form from you before the expiration of the Offer, we will not accept your Eligible Options and you will be unable to participate in the Offer.

     We reserve the right to reject any or all tenders of Eligible Options that we determine are not in appropriate form or that we determine are unlawful to accept. Otherwise, we intend to accept all properly and timely tendered Eligible Options that are not validly withdrawn. Subject to our rights to extend, terminate or amend the Offer, we currently expect that we will accept all properly tendered Eligible Options upon the expiration of the Offer.

Q20. Can I change my previously submitted election?

     Yes. You may change your previously submitted election at any time before 11:59 p.m., Eastern Daylight Time on May 1, 2008 (or any extended expiration date of the Offer). If you would like to change your election, you should log on to the Offer website at https://lamrc.equitybenefits.com/ and complete and submit a new election form. You should print a copy of your new election form and Print Confirmation page and keep those documents with your other records for this Offer.

     Alternatively, you may change your existing election by completing a new paper election form and returning it to Lam Research Corporation via mail or overnight courier to: Lam Research Corporation, c/o Lam Tender Offer, 4650 Cushing Parkway, Fremont, CA 94538, or by fax at (510) 572-4442 before 11:59 p.m., Eastern Daylight Time, on Thursday, May 1, 2008. Only paper election forms that are completed, submitted, and actually received by us by mail, overnight courier, or fax, in accordance with the instructions above and by the deadline will be accepted. Election forms submitted by any other means or that are received after the deadline will not be accepted. The delivery of your election form is at your risk. To obtain a paper election form, please contact the Lam Research Tender Offer Call Center at (415) 498-5018 or Lam409A@lamresearch.com.

     You may change your previously submitted elections as many times as you would like before the expiration of the Offer. (See Section 6, “Withdrawal rights”)

Q21. How do I withdraw from the Offer?

     To withdraw your election for your Eligible Options, you should submit a properly completed and signed new election form before the expiration date in accordance with the procedures described in Question and Answer 19 and Sections 5, “Procedures for electing to participate in the Offer” and 6, “Withdrawal rights.” On the election form, you will need to check the appropriate box to indicate that you elect not to accept this Offer to amend your Eligible Options in accordance with the terms of this Offer. Please keep a copy of your new election form for your records.

Q22. What does the Company think of the Offer?

     Although our Board of Directors has approved this Offer, neither we nor the Board of Directors has made any recommendation as to whether you should accept or refrain from accepting the Offer. You must make your own decision about the Offer, after reading this Offer to Amend carefully and taking into account your own personal circumstances and preferences.

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     We recommend that you consult with your personal financial, tax and legal advisors before deciding whether to accept the Offer.

Q23. What are some of the key dates to remember?

     The commencement date of the Offer is April 3, 2008.

     The Offer expires at 11:59 p.m., Eastern Daylight Time, on Thursday, May 1, 2008 (unless we extend the Offer).

     The Eligible Options will be amended on May 2, 2008 (unless we extend the Offer).

     The amended options may be exercised before the termination of the option agreement pursuant to their terms, once our database and your personal account information are updated to reflect the amendments, which we expect will be within several business days following the amendment date.

     The cash payment will be made on the first payroll date in January 2009.

Q24. Who can I talk to if I have questions about the Offer?

     For assistance, you should contact the Lam Research Tender Offer Call Center at (415) 498-5018 or Lam409A@lamresearch.com.

     For additional copies of the Offer to Amend or related documents, please contact the Lam Research Tender Offer Call Center at (415) 498-5018 or Lam409A@lamresearch.com.

RISKS OF PARTICIPATING IN THE OFFER

     Participating in the Offer involves a number of risks, including those described below. In addition, information concerning risk factors included in our most recent Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission is incorporated by reference herein and may be inspected at, and copies may be obtained from, the places and in the manner described in Section 18, “Additional information.” You should carefully consider these risks together with the other information contained in this Offer to Amend before deciding to participate in the Offer. You are encouraged to consult your personal investment, tax and legal advisors before deciding whether to accept the Offer.

Tax-Related Risks.

     The IRS could change the expected Section 409A tax consequences. As described in the “Summary and Questions and Answers” and in Section 15, “Material U.S. federal income tax consequences,” based on the current guidance under Section 409A, the portion of your Eligible Options that was unvested as of December 31, 2004 may be subject to adverse tax consequences under Section 409A. We believe that we have complied in good faith with the current guidance with respect to the Offer to amend your Eligible Options to avoid the adverse tax consequences of Section 409A. We cannot guarantee the effect of any future IRS rulemaking or guidance.

     You may incur additional tax and penalties under state and local tax laws. The discussion in Section 15, “Material U.S. federal income tax consequences,” describes the material U.S. federal income tax consequences of participating or not participating in the Offer. State and local laws may treat the options differently for tax purposes. Certain states, including California, have adopted provisions similar to Section 409A; if you are subject to income tax in such states, you may incur additional taxes and interest under such provisions with respect to your Eligible Options.

     All Eligible Option holders should consult with their own personal tax advisor as to the tax consequences of their participation in the Offer.

Procedural Risks

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     You are responsible for making sure that your initial election form and any subsequent changes to your election form pursuant to which you withdraw or tender your Eligible Options are received by us before the Expiration Date. We intend to confirm the receipt of your initial election form and any subsequent changes to your election form by emailing an Acknowledgement of Receipt of Election Form to your Lam Research Corporation email address within two business days after receipt. If you have not received an Acknowledgement of Receipt of Election Form in the timeframe prescribed, it is your responsibility to confirm that we have received your complete submissions by contacting the Lam Research Tender Offer Call Center at (415) 498-5018 or Lam409A@lamresearch.com. If we do not have a record of receipt of your submissions, we may request that you show us evidence of those submissions. We recommend that you keep a copy of your submissions in case we ask you for evidence of timely submission.

Business-Related Risks.

     The information included under “Part I—Item 1A—Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 24, 2007 is incorporated herein by reference.

FORWARD-LOOKING STATEMENTS

     This Offer to Amend includes forward-looking statements. Statements that are predictive in nature, that depend upon or refer to events or conditions or that include words such as “may,” “will,” “expects,” “should,” “believes,” “plans,” “anticipates,” “estimates,” “predicts,” “potential,” or “continue,” and any other words of similar meaning are forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements, although based on assumptions that we consider reasonable, are only made as of the date hereof and are therefore subject to risks and uncertainties that could cause actual results, events or conditions to differ materially from those expressed or implied by such forward-looking statements. For a discussion of some of these risks and uncertainties, please see the information included under “Part I—Item 1A—Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 24, 2007, which is incorporated herein by reference. Any forward-looking statement is subject to change, and we will not necessarily inform or update you of such changes, except as required by applicable federal securities laws.

THE OFFER

1. Eligibility.

     Upon the terms and subject to the conditions of the Offer, we will accept for amendment all Eligible Options held by Eligible Option holders who have accepted the Offer with respect to their Eligible Options in accordance with Section 5, “Procedures for electing to participate in the Offer,” and do not validly withdraw their acceptance before the expiration date.

Eligible Option Holders.

     Based on our records, you are currently an Eligible Option holder. An Eligible Option holder is an individual who (1) is subject to U.S. taxation, (2) holds Eligible Options, if such options remain outstanding on the expiration date, (3) is an employee of the Company on the expiration date and (4) was not an officer subject to Section 16(a) of the Securities Exchange Act of 1934 as of the date that the Eligible Options were granted to the individual. None of the members of the Company’s Board of Directors or its officers subject to Section 16(a) of the Securities Exchange Act of 1934 are eligible to participate in the Offer other than Ernest E. Maddock, our Senior Vice President, Global Operations, Abdi Hariri, our Group Vice President, Customer Support Business Group, Thomas J. Bondur, our Vice President, Global Field Operations, and Martin B. Anstice, our Senior Vice President, Chief Financial Officer and Chief Accounting Officer, who are eligible to participate in the Offer because they were not officers subject to Section 16(a) of the Securities Exchange Act of 1934 as of the date on which Eligible Options were granted to them.

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Eligible Options.

     Your personalized election form accessible on the Offer website at https://lamrc.equitybenefits.com/ identifies your options that are eligible for this Offer. An option to purchase our common stock is an Eligible Option for the purposes of this Offer only if all of the following conditions are met:

• the option was granted under the Plan;

• the option has an exercise price per share that was less, or may have been less, than the fair market value per share of the common stock underlying the option on the option’s accounting measurement date;

• the option was unvested as of December 31, 2004 (if only a portion of an option was unvested on such date, the unvested portion may be an Eligible Option); and

• the option is outstanding as of the expiration date.

     If you choose to accept this Offer with respect to your Eligible Options, you must accept this Offer with respect to all of your Eligible Options. If you have previously exercised a portion of an Eligible Option, your election will apply only to the portion of that option which remains outstanding and unexercised as of the expiration date of this Offer.

2. Amendment and cash payment.

     If you accept the Offer to amend your Eligible Options, then your Eligible Options will be amended on the amendment date to increase the original exercise price for your Eligible Options to the fair market value of the underlying common stock of each such option on the accounting measurement date of each such option. If you have exercised a portion of an Eligible Option, you may accept this Offer with respect to the unexercised portion of such option. Except for the adjusted exercise price, all the other terms and provisions of the amended options will be identical to the terms and provisions in effect for the Eligible Options immediately before the amendment, including the exercise period and option term.

     You will also receive a cash payment, equal to the difference between the new exercise price per share of the amended option and the original exercise price per share of the Eligible Option for each share of our common stock underlying the amended options. The cash payment is intended to compensate you for the increase in exercise price of your amended options. Each such cash payment will be paid, less applicable tax withholding, on the first payroll date in January 2009. The delay in the cash payment is required by the provisions of Section 409A. If you participate in the Offer, the cash payment will be paid to you regardless of whether you are employed by the Company on the cash payment date and regardless of whether the amended options ever are exercised.

     Your personalized election form accessible on the Offer website at https://lamrc.equitybenefits.com/ lists the number of unexercised shares subject to your Eligible Options, as well as the cash payment you will be entitled to receive if you elect to have your Eligible Options amended.

     Promptly following the expiration of the Offer, we will send you a “Promise to Make Cash Payment” evidencing your right to receive a cash payment with respect to the amendment of your Eligible Options. We will also send you an Amendment to Stock Option Agreement reflecting the increased exercise prices of your Eligible Options.

     Example (for illustrative purposes only)

     Assume that in May 2000 you were issued options to purchase 500 shares of stock with an exercise price equal to $25.00 per share, of which 300 options vested on or before December 31, 2004. The fair market value of the Company’s underlying common stock on the accounting measurement date was $30.00. Further assume that as of the offer expiration date, all 500 shares were vested (200 shares of which vested after December 31, 2004) and you had not exercised any portion of your options. The options

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will be Eligible Options with respect to 200 shares (the 300 shares which vested on or before December 31, 2004 are not subject to Section 409A and, therefore, need not be amended to avoid the tax consequences of Section 409A). If you accepted the Offer with respect to the 200 Eligible Options:

     1. The Eligible Options to purchase 200 shares would be amended to increase the exercise price to $30.00 per share. 200 shares subject to the amended options would be vested as of the amendment date. The other options to purchase 300 shares would not be amended and the exercise price for such options would remain at $25.00 per share.

     2. You would receive a “Promise to Make Cash Payment” in the amount of $1,000 ($5.00 multiplied by 200), less applicable tax withholding, payable on the first payroll date in January 2009.

     3. You would receive an “Amendment to Stock Option Agreement” reflecting the increased exercise price of $30.00.

     4. The cash payment of $1,000 would be paid, less applicable tax withholding, on the first payroll date in January 2009.

3. Purpose of the Offer.

     We believe this Offer will foster retention of our valued employees and better align the interests of our employees and stockholders to maximize stockholder value. We issued the currently outstanding options to motivate our employees to perform at high levels, to provide an effective means of recognizing employee contributions to the success of our business and to enable us to attract, retain and reward talented and experienced individuals. As part of a review of our option granting process, we have determined that certain options granted from May 23, 2000 through October 17, 2002 were issued with an exercise price less than the fair market value of the underlying common stock on the accounting measurement date for such options and that holders of such options may therefore be subject to adverse tax consequences under Section 409A and Similar State Laws. This Offer is being made to permit Eligible Option holders to amend their options in a manner intended to minimize or avoid the potential adverse tax treatment of such options under Section 409A, as described in Section 15, “Material U.S. federal income tax consequences” and Similar State Laws. Because the Eligible Options may have inherent value as a result of the discounted exercise price, the cash payment(s) with respect to the Eligible Options were designed to make the Eligible Option holders whole for the adjustment to the option exercise price on the expiration date of this Offer.

     The application of Section 409A to the Eligible Options, however, is not entirely free from doubt and we make no representation as to the effect of this Offer under Section 409A or the effect of the Offer under Similar State Laws.

     Except as otherwise disclosed in this Offer to Amend or in our filings with the Securities and Exchange Commission (the “SEC”), we presently have no plans or proposals that relate to or would result in:

• any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our material subsidiaries;

• any purchase, sale or transfer of a material amount of our assets or the assets of any of our subsidiaries;

• any material change in our present dividend rate or policy, or our indebtedness or capitalization;

• any change in our present Board of Directors or executive management team, including any plans to change the number or term of our directors or to fill any existing board vacancies or to change the material terms of any executive officer’s employment;

• any other material change in our corporate structure or business;

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• our common stock being delisted from the Nasdaq Global Select Market;

• our common stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, which we refer to herein as the Exchange Act;

• the suspension of our obligation to file reports pursuant to Section 15(d) of the Exchange Act;

• the acquisition by any person of a significant amount of our securities or the disposition of a significant amount of any of our securities, other than in the ordinary course or pursuant to existing options or other rights; or

• any change in our certificate of incorporation or bylaws, or other actions that may impede the acquisition of control of us by any person.

     In the ordinary course of business, from time to time, the Company evaluates acquisition opportunities and makes changes in the composition and structure of its Board of Directors and/or management.

     Neither we nor the Board of Directors has made any recommendation as to whether you should accept the Offer, nor have we authorized any person to make any such recommendation. You must make your own decision whether to accept the Offer, after taking into account your own personal circumstances and preferences. You should be aware that adverse tax consequences under Section 409A and Similar State Laws may apply to your Eligible Options if they are not amended pursuant to the Offer. You are urged to evaluate carefully all of the information contained or referred to in the Offer to Amend and we recommend that you consult with your personal financial, tax and legal advisors when deciding whether to accept the Offer.

4. Status of Eligible Options not amended.

     If you choose not to accept the Offer, your Eligible Options will remain outstanding in accordance with their existing terms, including current exercise prices, and any options that vested after December 31, 2004 may be subject to adverse tax consequences under Section 409A and Similar State Laws. You will be solely responsible for any taxes or interest payable under Section 409A, Similar State Laws or otherwise with respect to your options. We do not intend to take any other steps, now or in the future, to address the potentially adverse tax consequences under Section 409A or Similar State Laws with respect to Eligible Options that are not amended in accordance with this Offer.

5. Procedures for electing to participate in the Offer.

Proper election to participate in this Offer.

     If you are an Eligible Option holder, you will receive on April 3, 2008, an email announcing the Offer with a link to the Offer website at https://lamrc.equitybenefits.com/. Once you have logged onto the Offer website and clicked on the “Make An Election” button, you will be directed to your election form that contains the following personalized information with respect to each Eligible Option you hold:

• the original grant date,

• the option number,

• the number of unexercised shares subject to that option,

• the current exercise price,

• the new exercise price should you accept the Offer,

• the cash payment per share subject to the Eligible Option you will be entitled to receive should you accept the Offer, and

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• the total cash payment you would be entitled to receive with respect to that option should you accept the Offer.

     You will need to check the appropriate box to indicate whether or not you elect to tender all of your Eligible Options in accordance with the terms of the Offer. After completing the election form, you will be allowed to review the election you have made with respect to your Eligible Options. If you are satisfied with your election you will proceed to the Agreement to the Terms of Election page. Only after you agree to the Agreement to the Terms of Election will you be directed to the Print Confirmation page. Please print and keep a copy of the Print Confirmation page for your records. You will then be deemed to have completed the election process.

     If you are not able to submit your election electronically via the Offer website as a result of technical failures inherent to the website, such as the website being unavailable or the website not accepting your election, or if you do not otherwise have access to the Offer website for any reason (including lack of internet services), you must complete a paper election form and return it to Lam Research Corporation via mail or overnight courier to: Lam Research Corporation, c/o Lam Tender Offer, 4650 Cushing Parkway, Fremont, CA 94538, or by fax at (510) 572-4442 before 11:59 p.m., Eastern Daylight Time, on Thursday, May 1, 2008. Only paper election forms that are completed, submitted, and actually received by us by mail, overnight courier, or fax, in accordance with the instructions above and by the deadline will be accepted. Election forms submitted by any other means or that are received after the deadline will not be accepted. The delivery of your election form is at your risk. To obtain a paper election form, please contact the Lam Research Tender Offer Call Center at (415) 498-5018 or Lam409A@lamresearch.com.

     If you decide to elect to tender your Eligible Options pursuant to the Offer, you must properly complete and submit the election form no later than 11:59 p.m., Eastern Daylight Time on May 1, 2008. If we extend the Offer beyond May 1, 2008, you must complete and submit your election form before the extended expiration date of the Offer. Completion and submission of all documents, including the election form and any other required documents, is at the risk of the submitting option holder. You should allow sufficient time to ensure timely delivery.

     We will not accept any election form after the expiration date of the Offer. If you do not complete and submit the election form on the Offer website or return it by either mail, overnight courier or facsimile, then you will not participate in the Offer, and the exercise price and all of the other terms of all Eligible Options you currently hold will remain unchanged. Under such circumstances, you will not receive any cash payment and you may be subject to the negative tax consequences of Section 409A and Similar State Laws.

     The Offer website is designed to confirm the receipt of your initial election form and any subsequent changes to your election form by emailing to your Lam Research Corporation email address an Acknowledgement of Receipt of Election Form within two business days after receipt. If you have not received a confirmation within this time period, you should confirm that we have received your submissions by contacting the Lam Research Tender Offer Call Center at (415) 498-5018 or Lam409A@lamresearch.com. If we do not have a record of our receipt of your submissions, we may request that you show us evidence of those submissions. We recommend that you keep a copy of your submissions and proof of transmittal in case we ask you for evidence of timely submission.

     If you elect to participate in this Offer, you must accept this Offer with respect to all of your Eligible Options. We have provided you with a personalized election form accessible on the Offer website at https://lamrc.equitybenefits.com/ listing your Eligible Options, the potential cash payments you will receive if your Eligible Options are amended and the new exercise price for each Eligible Option should you accept this Offer with respect to your Eligible Options.

     Your election to participate becomes irrevocable after 11:59 p.m., Eastern Daylight Time, on Thursday, May 1, 2008, unless the Offer is extended past that time, in which case your election will become irrevocable after the new expiration date, except as provided in Section 6, “Withdrawal rights.” You may change your mind after you have submitted an election form and withdraw from the Offer at any time before the expiration date as described in Section 6, “Withdrawal rights.” You may change your mind as many times as you wish, but you will be bound by the last properly submitted election form we receive before the expiration date.

     The delivery of all documents, including election forms, is at your risk. The Company intends to confirm the receipt of your election form by e-mail within two business days after our receipt thereof. If you

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have not received an e-mail confirmation by that time, you must notify us that you have provided us with an election form, whether you have elected to participate or to withdraw from the Offer.

     This is a one-time offer, and we will strictly enforce the election period. We reserve the right to reject any elections that we determine are not in appropriate form or that we determine are unlawful to accept. Subject to the terms and conditions of this Offer, we will accept promptly after the expiration date all Eligible Options with respect to which a proper and timely election has been made.

     Our receipt of your election form is not by itself an acceptance of your election. For purposes of this Offer, we will be deemed to have accepted your Eligible Options with respect to which a proper election has been made and is not properly withdrawn as of the time when we give written or electronic notice to the Eligible Option holders generally of our acceptance of elections. We may issue this notice of acceptance by press release, e-mail or other methods of communication.

     Options accepted will be amended on the next business day following the expiration date, which we presently expect will be May 1, 2008. However, it will take several business days after the amendment date to update our database and your personal account information to reflect all of the amended options. While we update our database and your personal account information, you will not be able to exercise any of your amended options. We reserve the right to waive any of the conditions of the Offer or any defect or irregularity in any acceptance of the Offer, provided that if we grant any such waiver, it will be granted with respect to all Eligible Option holders.

Determination of validity; rejection of options; waiver of defects; no obligation to give notice of defects.

     We will determine, at our sole discretion, all questions as to the validity, form, eligibility (including time of receipt) and acceptance of any elections or Eligible Options. Our determination of these matters will be final and binding on all parties. We reserve the right to reject any election form or any Eligible Options with respect to which elections have been made that we determine are not in appropriate form or that we determine are unlawful to accept. We will accept all Eligible Options with respect to which proper elections are made that are not validly withdrawn. We also reserve the right to waive any of the conditions of the Offer or any defect or irregularity in any election of any particular Eligible Options or for any particular Eligible Option holder, provided that if we grant any such waiver, it will be granted with respect to all Eligible Option holders and Eligible Options with respect to which elections have been made. No elections will be deemed to have been properly made until all defects or irregularities have been cured by the Eligible Option holder or waived by us. Neither we nor any other person is obligated to give notice of any defects or irregularities in elections, nor will anyone incur any liability for failure to give any notice.

Our acceptance constitutes an agreement.

     Your election through the procedures described above constitutes your acceptance of the terms and conditions of this Offer. Our acceptance of your options for amendment will constitute a binding agreement between the Company and you upon the terms and subject to the conditions of this Offer.

6. Withdrawal rights.

     You may withdraw your elections only in accordance with the provisions of this Section 6.

     You may withdraw your tendered Eligible Options at any time before the expiration date of this Offer, which is expected to be 11:59 p.m., Eastern Daylight Time, on Thursday, May 1, 2008. In addition, unless we accept and amend your Eligible Options before 12:00 midnight, Eastern Daylight Time, on May 29, 2008 (the 40th business day after the April 3, 2008 commencement date of the Offer), you may withdraw your tendered Eligible Options at any time thereafter. If we extend the Offer, you may withdraw your Eligible Options at any time until the extended expiration date of this Offer.

     To validly withdraw your tendered Eligible Options, you should use the Offer website at https://lamrc.equitybenefits.com/ to complete and submit a new election form. Alternatively, you may complete and submit a new paper election form and return it return it to Lam Research Corporation via mail or overnight courier

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to: Lam Research Corporation, c/o Lam Tender Offer, 4650 Cushing Parkway, Fremont, CA 94538, or by fax to (510) 572-4442 before 11:59 p.m., Eastern Daylight Time, on Thursday, May 1, 2008. Only paper election forms that are completed, submitted, and actually received by us by mail, overnight courier, or fax, in accordance with the instructions above and by the deadline will be accepted. Election forms submitted by any other means or that are received after the deadline will not be accepted. The delivery of your election form is at your risk. To obtain a paper election form, please contact the Lam Research Tender Offer Call Center at (415) 498-5018 or Lam409A@lamresearch.com. You may change your mind as many times as you wish, but you will be bound by the last properly submitted election form we receive before the expiration date of this Offer.

     YOU MAY NOT WITHDRAW ONLY A PORTION OF A TENDERED ELIGIBLE OPTION. YOU ALSO MAY NOT WITHDRAW SOME, BUT NOT ALL, OF YOUR ELIGIBLE OPTIONS. IF YOU CHOOSE TO WITHDRAW A PORTION OF A TENDERED ELIGIBLE OPTION, OR ONE OR MORE TENDERED ELIGIBLE OPTIONS, YOU MUST WITHDRAW ALL ELIGIBLE OPTIONS.

     You may not rescind any withdrawal. If you change your mind and want to re-elect to accept the Offer with respect to your Eligible Options after withdrawing them, you must properly re-elect to accept this Offer for your Eligible Options by submitting a new election form in accordance with the procedures described in Section 5, “Procedures for electing to participate in the Offer,” before the expiration date. This new election form must be properly completed and submitted after your original election form and after your withdrawal. Any re-election to accept the Offer with respect to withdrawn Eligible Options will be deemed not properly made unless you properly re-elect to accept this Offer before the expiration date.

     Neither we nor any other person is obligated to give you notice of any defects or irregularities in any election form, nor will anyone incur any liability for failure to give any notice. We will determine, in our sole discretion, all questions as to the form and validity, including time of receipt, of any withdrawals. Our determination of these matters will be final and binding.

7. Acceptance of Eligible Options for amendment and promise to make cash payment.

     Upon the terms and subject to the conditions of the Offer, we will, promptly following the expiration date, accept for amendment and amend all Eligible Options for which acceptances of this Offer have been properly submitted and not validly withdrawn before the expiration date. We will provide written notice to the Eligible Option holders of our acceptance, which may be by e-mail, press release or other means. We will amend the exercise price of accepted Eligible Options on the amendment date, which will be the next business day following the expiration date, which is currently expected to be May 1, 2008. However, it may take several business days after the amendment date to update our database and your personal account information to reflect all of the amended options. While we update our database and your personal account information, you will not be able to exercise any of your amended options.

     As soon as practicable following the amendment date, we will provide each holder of Eligible Options who validly submitted an election to accept the Offer with a “Promise to Make Cash Payment,” evidencing our commitment to make the cash payment in accordance with the terms set forth in this Offer, and an “Amendment to Stock Option Agreement,” amending the Eligible Options as set forth in this Offer. If you do not receive both of these within ten days after the expiration date, please contact the Lam Research Tender Offer Call Center at (415) 498-5018 or Lam409A@lamresearch.com.

     If, for any reason, you are not an employee of the Company or a successor entity through the expiration date, we will not accept your Eligible Options for amendment and you will not be entitled to receive any cash payments. Instead, you will keep all of your Eligible Options. These options will continue to be governed in all respects by the Plan and by the existing option agreement between you and the Company.

     Eligible Options that we do not accept for amendment will remain outstanding until they expire by their terms (or are cancelled) and will retain their current exercise price as well as all other terms and conditions. Please see Section 15, “Material U.S. federal income tax consequences,” for a description of the material U.S. federal income tax consequences of participating or not participating in this Offer.

8. Conditions of the Offer.

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     Notwithstanding any other provision of this Offer, we will not be required to accept any elections to participate in the Offer, and we may, at our sole discretion, terminate, extend or amend the Offer before the expiration date, including with respect to Eligible Options for which proper elections have been made, or postpone our acceptance and amendment of any Eligible Options, subject to Rule 13e-4(f)(5) under the Exchange Act, which requires that we must pay the consideration offered or return the accepted Eligible Options promptly after termination or withdrawal of a tender offer, if any of the following events has occurred, or has been determined by us to have occurred and, in our reasonable judgment in any such case, the occurrence of such event or events makes it inadvisable for us to proceed with the Offer or with our acceptance of any elections to participate in the Offer:

     (a) there shall have been threatened or instituted or be pending any action, proceeding or litigation that directly or indirectly challenges the making of the Offer, amending of some or all of the Eligible Options pursuant to the Offer or making the cash payments, or otherwise relates in any manner to the Offer or that, in our judgment, could materially and adversely affect our business, condition (financial or other), operating results, operations or prospects, or otherwise materially impair in any way the contemplated future conduct of our business or the business of any of our subsidiaries or materially impair the contemplated benefits of the Offer to us;

     (b) any order, stay, judgment or decree is issued by any court, government, governmental authority or other regulatory or administrative authority and is in effect, or any statute, rule, regulation, governmental order or injunction shall have been proposed, enacted, enforced or deemed applicable to the Offer, any of which might restrain, prohibit or delay completion of the Offer or impair the contemplated benefits of the Offer to us or materially and adversely affect our business, condition (financial or other), operating results, operations or prospects;

     (c) there shall have occurred:

• any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the U.S.,

• the declaration of a banking moratorium or any suspension of payments in respect of banks in the U.S.,

• any limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that, in our reasonable judgment, might affect the extension of credit to us by banks or other lending institutions in the U.S.,

• in our reasonable judgment, any extraordinary or material adverse change in U.S. financial markets generally, including, a decline of at least 10% in either the Dow Jones Industrial Average, or the Standard & Poor’s 500 Index from the date of the commencement of the Offer,

• the commencement or continuation of a war or other national or international calamity directly or indirectly involving the U.S., including terrorist attacks, which could reasonably be expected to affect materially or adversely, or to delay materially, the completion of the Offer, or

• if any of the preceding situations existed at the time of commencement of the Offer, the material deterioration, in our reasonable judgment, of that situation;

     (d) any rules, regulations or actions by any governmental authority, the Nasdaq Global Select Market, or other regulatory or administrative authority of any national securities exchange have been enacted, enforced or deemed applicable to the Company that makes it inadvisable for us to proceed with the Offer;

     (e) a tender offer, other than this Offer by us, for some or all of our outstanding shares of common stock, or a merger, acquisition or other business combination proposal involving us, shall have been proposed, announced or made by another person or entity or shall have been publicly disclosed or we shall have learned that:

• any person, entity or group has purchased all or substantially all of our assets,

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• any person, entity or “group” within the meaning of Section 13(d)(3) of the Exchange Act acquires more than 5% of our outstanding shares of common stock, other than a person, entity or group which had publicly disclosed such ownership with the SEC prior to the date of commencement of the Offer,

• any such person, entity or group which had publicly disclosed such ownership prior to the commencement of the Offer shall acquire additional common stock constituting more than 1% of our outstanding shares,

• any new group shall have been formed that beneficially owns more than 5% of our outstanding shares of common stock that in our sole judgment in any such case, and regardless of the circumstances, makes it inadvisable to proceed with the Offer or with such acceptance for amendment of eligible options, or

• any person, entity or group shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of the assets or securities of us or any of our subsidiaries;

     (f) there shall have occurred any change, development, clarification or position taken in generally accepted accounting principles that could or would require us to record for financial reporting purposes compensation expense against our earnings in connection with the Offer other than as contemplated as of the commencement date of this Offer; or

     (g) there shall have occurred any change, development, clarification or position taken in the regulations or rulings of the IRS with respect to Section 409A or there shall have been a judicial decision regarding the tax treatment of Eligible Options under Section 409A or otherwise, in each case that would, in the sole judgment of the Company, make this Offer unnecessary.

     The conditions to the Offer are for our benefit. We may assert them in our discretion regardless of the circumstances giving rise to them before the expiration date of this Offer. Any determination we make concerning the events described in this Section 8 will be final and binding upon all persons.

9. Price range of common stock underlying the options.

     There is no established trading market for Eligible Options. However, shares of our common stock are quoted on the Nasdaq Global Select Market under the symbol “LRCX.” On April 1, 2008, the last reported sale price of our common stock on the Nasdaq Global Select Market was $40.00 per share. The following table shows, for the periods indicated, the high and low sales prices per share of our common stock on the Nasdaq Global Select Market.

Quarter Ended	High		Low
Fiscal Year Ending June 29, 2008
4th Quarter (through April 1, 2008)	$	40.61	$	36.95
3rd Quarter	$	46.19	$	36.15
2nd Quarter	$	56.40	$	42.91
1st Quarter	$	59.98	$	50.03
Fiscal Year Ended June 24, 2007
4th Quarter	$	55.70	$	47.15
3rd Quarter	$	54.54	$	43.43
2nd Quarter	$	56.60	$	44.53
1st Quarter	$	47.26	$	37.70
Fiscal Year Ended June 25, 2006

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Quarter Ended	High		Low
4th Quarter	$	53.49	$	41.67
3rd Quarter	$	48.03	$	35.68
2nd Quarter	$	39.15	$	28.97
1st Quarter	$	32.55	$	28.15

     You should evaluate current market quotes for our common stock, among other factors, before deciding whether to accept this Offer.

10. Source and amount of consideration; terms of amended Eligible Options.

Consideration.

     We will amend Eligible Options and make cash payments with respect to the amendment of Eligible Options with respect to which proper elections have been made and accepted. We anticipate that we will make such payments, as well as paying related fees and expenses, from our general corporate assets. You will be a general creditor of ours with respect to the cash payments until they are paid.

     Assuming we receive and accept elections from Eligible Option holders of all Eligible Options under this Offer, we will amend Eligible Options to purchase a total of approximately 741,168 shares of our common stock, or approximately 0.59% of the total shares of our common stock outstanding as of March 30, 2008, and we will make cash payments in an aggregate amount of approximately $2,409,023 with respect to such amended options.

General terms of amended options.

     Except for the increased exercise price, the terms and conditions of your amended options will remain the same in all respects as the Eligible Options with respect to which you elected to accept this Offer. All amended options will be subject to the Plan and an amended stock option agreement between you and the Company.

Material U.S. federal income tax consequences.

     You should refer to Section 15, “Material U.S. federal income tax consequences,” for a discussion of the material U.S. federal income tax consequences of accepting or rejecting this Offer. Please note that the discussion in Section 15 is based upon the provisions of the Code and regulations, rulings and judicial decisions as of the date of this Offer to Amend. Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those discussed in such Section 15. We recommend that you consult with your personal tax advisor to discuss the tax consequences of your participating in the Offer.

11. Information concerning Lam Research.

     Lam Research designs, manufactures, markets, and services semiconductor processing equipment used in the fabrication of integrated circuits and is recognized as a major provider of such equipment to the worldwide semiconductor industry. Semiconductor wafers are subjected to a complex series of process steps that result in the simultaneous creation of many individual integrated circuits. Lam Research’s products selectively remove portions of various films from the wafer in the creation of semiconductors. Lam Research leverages its expertise in these areas to develop intellectual property (IP) for integrated processing solutions.

     The Company is incorporated in Delaware. Our principal executive offices are located at 4650 Cushing Parkway, Fremont, CA 94538 and our telephone number at that address is (510) 572-0200.

     Financial Information. The following table sets forth selected consolidated financial operating data for the Company. The selected historical statement of operations data for the fiscal years ended June 24, 2007 and June 25, 2006 and the selected historical balance sheet data as of June 24, 2007 and June 25, 2006 have been derived from the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 24, 2007, that have been audited by Ernst & Young, LLP, an Independent Registered Public Accounting Firm. The information presented below should be read together with the complete financial statements and notes related thereto

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as well as the section of these reports entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations. The Company has presented the following data in thousands, except share and per share data.

	Fiscal Year Ended
	June 24, 2007		June 25, 2006
	(52 weeks)(1)		(52 weeks)(1)
Consolidated Statement of Operations Data:
Total revenue	$	2,566,576	$	1,642,171
Gross margin		1,305,054		827,012
Operating income		778,660		404,768
Net income		685,816		335,210
Basic net income per share:	$	4.94	$	2.42
Diluted net income per share:	$	4.85	$	2.33
Consolidated Balance Sheet Data (At Period End):
Total current assets	$	1,416,361	$	1,706,369
Other assets		685,244		621,013
Current liabilities		672,798		567,649
Other long-term liabilities		252,487		350,969

(1) The Company follows a 52/53-week fiscal reporting calendar and its fiscal year ends on the last Sunday of June each year.

The following table sets forth our ratio of earnings to fixed charges for the periods specified:

					13 Weeks		26 Weeks
	Fiscal Year Ended				Ended		Ended
	June 24,		June 25,		December 23,		December 23,
	2007		2006		2007		2007
Ratio of earnings to fixed charges		40		122		39		44

     The ratio of earnings to fixed charges is computed by dividing earnings by total fixed charges for Lam Research Corporation. For this ratio, “earnings” is determined by adding “total fixed charges” to income before income taxes. For this purpose, “total fixed charges” consists of interest on all indebtedness and amortization of debt discount and expenses.

The following table sets forth our book value per share as of December 23, 2007:

Book value per share $ 12.42

     See Section 18, “Additional information” for instructions on how you can obtain copies of our SEC reports that contain the audited financial statements that we have summarized above.

12. Interests of directors and officers; transactions and arrangements concerning the options.

     A list of the current members of our Board of Directors and executive officers is attached as Schedule A to this Offer to Amend. As of March 30, 2008, our executive officers and directors as a group beneficially owned outstanding options under the Plan to purchase a total of 46,321 shares of our common stock, which represented approximately 2.0% of the shares of our common stock subject to all options outstanding under the Plan as of that date. Schedule A also includes information for each of the directors and executive officers with respect to their beneficial ownership of outstanding stock options. None of the members of the Company’s Board of Directors or its officers subject to Section 16(a) of the Securities Exchange Act of 1934 are eligible to participate in the Offer other

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than Ernest E. Maddock, our Senior Vice President, Global Operations, Abdi Hariri, our Group Vice President, Customer Support Business Group, Thomas J. Bondur, our Vice President, Global Field Operations, and Martin B. Anstice, our Senior Vice President, Chief Financial Officer and Chief Accounting Officer, who are eligible to participate in the Offer because they were not officers subject to Section 16(a) of the Securities Exchange Act of 1934 as of the date on which Eligible Options were granted to them. Neither we, nor any of our directors or executive officers, nor any affiliates of ours, were engaged in transactions involving options to purchase our common stock under the Plan during the 60 days before and including the commencement of this Offer.

13. Status of options amended by us in the Offer; accounting consequences of the Offer.

     Eligible Options that we accept for amendment will be amended to change the exercise price on the amendment date. Except for the exercise price, the terms and provisions of your amended options will remain the same as the original options they replace in all respects.

     We intend to account for the amendment of Eligible Options and the corresponding cash payment under the Offer as a modification of the original Eligible Options. As a result, we will record as incremental compensation expense the excess of the fair value of the amended option and corresponding cash payment over the fair value of the original Eligible Option as of the end of the offer period, less any amounts previously expensed. This incremental compensation expense will be recognized immediately for Eligible Options which are vested as of the expiration date.

14. Legal matters; regulatory approvals.

     We are not aware of any license or regulatory permit material to our business that might be adversely affected by our making or completing the Offer as described in this Offer to Amend, or of any approval, requirement or other action by any government or governmental, administrative or regulatory authority or agency, that would need to be obtained, fulfilled or taken for the amendment of the Eligible Options or the payment of the cash payments as described herein. Should any such approval or other action be required in connection with this Offer, we presently contemplate that we will seek such approval or take such other action. We cannot assure you that any such approval or other action, if needed, could be obtained or what the conditions imposed in connection with such approvals would entail or whether the failure to obtain any such approval or other action would result in adverse consequences to our business. Our obligation under the Offer to accept elections with respect to Eligible Options and to issue amended options is subject to the conditions described in Section 8, “Conditions of the Offer.”

     We will not grant any amended options if we are prohibited by applicable laws or regulations from doing so on the amendment date. We are unaware of any such prohibition at this time, and we will use reasonable efforts to effect the grant, but if prohibited on the amendment date, we will not grant any amended options.

15. Material U.S. federal income tax consequences.

     The following is a general summary of the material U.S. federal income tax consequences of the Offer. If you are considering participating in this Offer, you should consult your own financial, legal and/or tax advisors concerning the federal, state, local and non-U.S. tax consequences of accepting or not accepting the Offer in light of your particular situation and any consequences arising under the laws of any other taxing jurisdiction. Any income taxes, additional taxes and interest that arise under Section 409A, Similar State Laws or otherwise as a result of your failure to accept the Offer will be your sole responsibility.

     This discussion is based on the Code, its legislative history, Treasury Regulations and administrative and judicial interpretations as of the date of this Offer to Amend, all of which are subject to change, possibly with retroactive effect that could result in different tax consequences than those discussed. This summary does not discuss all tax consequences that may be relevant to you in light of your individual circumstances, nor is it intended to apply in all respects to all types of Eligible Option holders. The federal, state and local tax consequences for each Eligible Option holder will depend upon that employee’s individual circumstances.

     Tax consequences applicable to Eligible Options that are not amended pursuant to the Offer.

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     Your decision not to accept this Offer with respect to your Eligible Options could result in potentially adverse tax consequences to you. Please read this Section 15 carefully and talk to your financial, legal and/or tax advisors regarding your decision about participating in this Offer.

     Section 409A and the guidance and regulations under Section 409A provide that stock options issued with an exercise price less than the related fair market value of the underlying stock on the date of grant (i.e., granted at a discount) must meet certain requirements, including a fixed exercise date, to avoid early income recognition and additional taxes of 20% plus interest, and, as applicable, additional taxes under Similar State Laws. As none of the Eligible Options have fixed exercise dates, if the Eligible Options you hold are deemed to have been granted at a discount, you may have income recognition and owe an additional 20% tax plus interest, and, as applicable, additional taxes under Similar State Laws.

     Although it is not entirely clear how options that are deemed to be nonqualified deferred compensation are taxed under Section 409A, we believe that the following U.S. federal tax consequences apply to the Eligible Options that vested after December 31, 2004:

• The gain on all Eligible Options that have not been exercised likely will become taxable as ordinary income to you regardless of whether you exercise such options. The amount of income recognized likely will be equal to the fair market value of the common stock underlying the Eligible Options on the date the taxable income is recognized, less the sum of the exercise price applicable to those options.

• You may be subject to a 20% tax on the income described above, in addition to all regular income and employment taxes. You may also be liable for an additional tax equal to interest at the IRS underpayment rate plus 1% (currently an aggregate annual interest rate of approximately 8%) on the underpayments that would have occurred had the compensation been includible in income for the taxable year the Eligible Options vested.

     You may also incur additional taxes and interest under state laws that are similar to Section 409A depending on the state in which you live. California has adopted the federal laws and thus you may be subject to an additional 20% tax (plus interest).

     You will be solely responsible for all income taxes and interest payable under Section 409, Similar State Laws and other tax laws with respect to any Eligible Options that vested after December 31, 2004 and that are not amended in the Offer. Holders of Eligible Options should consult their financial, tax and legal advisors with regard to the application of Section 409A (and similar state tax provisions) to their Eligible Options.

     Tax consequences applicable to Eligible Options that are amended pursuant to the Offer.

     The following describes what we believe will be the U.S. federal income tax treatment of Eligible Options that are amended pursuant to the Offer and the U.S. federal income tax treatment of the receipt of the cash payment:

• Acceptance of Offer and Amendment of Option. If you accept the Offer to amend your Eligible Option, there should be no taxable event at the time of your acceptance or at the time that your Eligible Option is amended.

• Payment of Cash Payment. The cash payment will be taxable as compensation income to you in the year in which it is paid. We will withhold from the cash payment all applicable income and employment taxes. We will generally be entitled to an income tax deduction in the amount of the compensation income that you recognize with respect to the cash payment.

• Exercise of Amended Option. If you exercise the amended option, generally, you will recognize ordinary income in an amount equal to the excess of the fair market value of the purchased shares at the time of exercise over the exercise price payable for those shares (as amended). We are required to withhold income and employment taxes with respect to the income that you recognize.

• Sale of Shares. The subsequent sale of any shares that you acquire upon exercise of your amended

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option will result in capital gain or loss to you in an amount equal to the excess of the sale proceeds over the fair market of our shares on the date of exercise. The gain or loss will be long-term if the shares have been held for more than one year after the date of exercise and otherwise will be short-term.

     Additional Tax Consequences. If an Eligible Option holder is subject to the tax laws of more than one country, then there may be tax consequences to such option holder as a result of participating in the Offer in addition to those described above. You should consult with your financial, tax and legal advisors about these tax consequences.

     Eligible Option holders located in Singapore, South Korea, and Taiwan are subject to the tax laws applicable in those jurisdictions. Schedule B to this Offer sets forth a summary of the relevant tax laws applicable in those non-U.S. tax jurisdictions.

     Holders of Eligible Options should consult their financial, tax and legal advisors before making the decision about whether to participate in the Offer. In particular, holders of Eligible Options should consult their advisors regarding the U.S. federal, state, local and non-U.S. tax consequences of participating, or not participating, in the Offer.

16. Extension of the Offer; termination; amendment.

     We may extend the expiration date at any time and regardless of whether or not any event listed in Section 8 of this Offer to Amend has occurred or is deemed by us to have occurred. If we extend the expiration date, we will give notice of such extension to the submitting option holders and make a public announcement thereof by no later than 9:00 a.m., Eastern Daylight Time, on the next business day after the last previously scheduled or announced expiration date.

     As discussed in Section 1, “Eligibility,” an option to purchase common stock is eligible for this Offer only if, among other things, the option is outstanding as of the expiration date. Therefore, if a particular option expires after commencement of the Offer, but before the expiration date, that particular option is not eligible for amendment under the Offer. As a result, if we extend the Offer for any reason and if a particular option with respect to which an election to accept the Offer was made before the originally scheduled expiration date expires after such originally scheduled expiration date but before the actual expiration date under the extended Offer, that option would not be eligible for amendment.

     We also may terminate the Offer or amend the Offer and postpone acceptance of Eligible Options, at any time before the expiration date of this Offer, if any of the conditions specified in Section 8 of this Offer to Amend has occurred or is deemed by us to have occurred, by giving written notice of such termination or postponement to the accepting Eligible Option holders and making a public announcement thereof. Our right to delay our acceptance and amendment of the accepted Eligible Options is limited by Rule 13e-4(f)(5) under the Exchange Act, which requires that we must pay the consideration offered or return the accepted Eligible Options promptly after termination or withdrawal of a tender offer.

     Subject to compliance with applicable law, we further reserve the right, before the expiration date, in our sole discretion and regardless of whether any event listed in Section 8 of this Offer to Amend has occurred or is deemed by us to have occurred, to amend the Offer in any respect, including by decreasing or increasing the consideration offered to eligible holders or by decreasing or increasing the number of options being sought in this Offer. We will give written or electronic notice, or make a public announcement, of any amendment to the terms of the Offer. Any such notice or announcement will set forth the period of time during which the Offer will remain open following the notice or announcement of any amendment of the Offer.

     The minimum period during which the Offer will remain open following material changes in the terms of the Offer or in the information concerning the Offer, other than a change in the consideration being offered by us or a change in amount of existing options sought, will depend on the facts and circumstances of such change, including the relative materiality of the terms or information changes. If we modify the number of Eligible Options being sought in this Offer or the consideration being offered by us for the Eligible Options in this Offer, the Offer will remain open for at least ten (10) U.S. business days from the date of notice of such modification. If any term of the Offer is amended in a manner that we determine constitutes a material change adversely affecting any holder of

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Eligible Options, we will promptly disclose the amendments in a manner reasonably calculated to inform holders of Eligible Options of such amendment, and we will extend the Offer’s period so that at least five (5) U.S. business days, or such longer period as may be required by the tender offer rules, remain after such change.

17. Fees and expenses.

     We will not pay any fees or commissions to any broker, dealer or other person for soliciting elections with respect to this Offer.

18. Additional information.

     We have filed with the SEC a Tender Offer Statement on Schedule TO, including this Offer to Amend. This Offer to Amend does not contain all of the information contained in the Schedule TO and the exhibits thereto. We recommend that you review the Schedule TO, including its exhibits, and the following materials that we have filed with the SEC before making a decision about whether to accept the Offer:

     (1) our Annual Report on Form 10-K for our fiscal year ended June 24, 2007, filed with the SEC, including all materials incorporated by reference therein;

     (2) our Quarterly Reports on Form 10-Q for the quarters ended September 23, 2007 and December 23, 2007, filed with the SEC, including all materials incorporated by reference therein;

     (3) our Definitive Proxy Statement on Schedule 14A, filed with the SEC on October 10, 2006;

     (4) our Current Reports on Form 8-K, filed with the SEC on July 18, 2007, July 24, 2007, August 10, 2007, August 29, 2007, October 10, 2007, November 13, 2007, December 14, 2007, December 18, 2007, December 24, 2007, January 24, 2008, February 6, 2008, February 8, 2008, February 14, 2008, March 7, 2008, March 17, 2008, March 20, 2008, April 2, 2008 and April 3, 2008.

     (5) the description of our Common Stock as set forth in our Registration Statement filed with the Commission on Form 8-B on April 11, 1990 and any amendment or report filed for the purpose of updating such description.

     These filings, our other annual, quarterly and current reports, our proxy statements and our other SEC filings are available to the public on the SEC’s website at www.sec.gov. These filings may also be examined, and copies may be obtained, at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330.

     We will also provide without charge to each person to whom a copy of this Offer to Amend is delivered, upon the written or oral request of any such person, a copy of any or all of the documents to which we have referred you, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests should be directed to the Lam Research Tender Offer Call Center at (415) 498-5018 or Lam409A@lamresearch.com.

     As you read the foregoing documents, you may find some inconsistencies in information from one document to another. If you find inconsistencies between the documents, or between a document and this Offer to Amend, you should rely on the statements made in the most recent document.

     The information relating to Lam Research Corporation in this Offer to Amend should be read together with the information contained in the documents to which we have referred you.

19. Miscellaneous.

     We are not aware of any jurisdiction where the making of the Offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of the Offer is not in compliance with applicable law, we will make a good faith effort to comply with

22

such law. If, after such good faith effort, we cannot comply with such law or we determine that further efforts to comply are not advisable, the Offer will not be made to, nor will Eligible Options be accepted from, Eligible Option holders residing in any such jurisdiction.

     We have not authorized any person to make any recommendation on our behalf as to whether you should elect to accept this Offer with respect to any of your Eligible Options. You should rely only on the information contained or incorporated by reference in this Offer to Amend or documents to which we have referred you. We have not authorized anyone to give you any information or to make any representations in connection with the Offer that is inconsistent with the information and representations contained or incorporated by reference in this Offer to Amend and in the related tender offer documents that we provide you. If anyone makes any recommendation or representation to you or gives you any information that is inconsistent with the information and representations contained or incorporated by reference in this Offer to Amend and in the related tender offer documents that we provide you, you must not rely upon that representation or information as having been authorized by us.

Lam Research Corporation
April 3, 2008

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SCHEDULE A

INFORMATION CONCERNING THE DIRECTORS AND
EXECUTIVE OFFICERS OF LAM RESEARCH CORPORATION

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

Name	Age*		Title
James W. Bagley		69	Director, Executive Chairman
Stephen G. Newberry		54	Director, President and Chief Executive Officer
David G. Arscott		63	Director
Robert M. Berdahl		70	Director
Richard J. Elkus, Jr.		73	Director
Jack R. Harris		65	Director
Grant M. Inman		66	Director
Catherine P. Lego		51	Director
Seiichi Watanabe		66	Director
Patricia S. Wolpert		58	Director
Martin B. Anstice		40	Senior Vice President, Chief Financial Officer and Chief Accounting Officer
Ernest E. Maddock		49	Senior Vice President, Global Operations
Abdi Hariri		47	Group Vice President, Customer Support Business Group
Richard A. Gottscho		55	Group Vice President and General Manager, Etch Businesses
Thomas J. Bondur		40	Vice President, Global Field Operations

* As of March 10, 2008

     James W. Bagley became Chief Executive Officer and a Director of the Company with the merger of Lam Research and OnTrak Systems, Inc., in 1997. Effective September 1, 1998, he was appointed Chairman of the Board. On June 27, 2005, Mr. Bagley transitioned from Chairman of the Board and Chief Executive Officer to Executive Chairman of the Board of Lam Research. Mr. Bagley currently is a director of Teradyne, Inc. and Micron Technology, Inc. From June 1996 to August 1997, Mr. Bagley served as Chairman of the Board and Chief Executive Officer of OnTrak Systems, Inc. He was formerly Chief Operating Officer and Vice Chairman of the Board of Applied Materials, Inc., where he also served in other senior executive positions during his 15-year tenure. Mr. Bagley held various management positions at Texas Instruments, Inc., before he joined Applied Materials, Inc. Mr. Bagley is currently a director of Micron Technology, Inc. and Teradyne, Inc.

     Stephen G. Newberry joined the Company in August 1997 as Executive Vice President and Chief Operating Officer. He was appointed President and Chief Operating Officer of Lam Research in July 1998 and President and Chief Executive Officer in June 2005. Mr. Newberry currently serves as a director of Lam Research Corporation and of SEMI, the industry’s trade association. Prior to joining Lam Research, Mr. Newberry served as Group Vice President of Global Operations and Planning at Applied Materials, Inc. During his 17 years at Applied Materials, he held various positions in manufacturing, product development, sales and marketing, and customer service. Mr. Newberry is a graduate of the U.S. Naval Academy (BS Ocean Engineering) and the Harvard Graduate School of Business (Program for Management Development) and served five years in naval aviation prior to joining Applied Materials.

     David G. Arscott has been a director of the Company since 1980, and was Chairman of the Board of Directors from 1982 to 1984. He is currently, and has been since 1988, a General Partner of Compass Technology Group, an investment management firm. From 1978 to 1988, Mr. Arscott was a Managing General Partner of Arscott, Norton & Associates, a venture capital firm. Mr. Arscott is a director of Dragnet Solutions, Inc., Percutaneous Systems, Inc., and Toolwire, Inc.

     Robert M. Berdahl has been a director of the Company since 2001. Dr. Berdahl is currently, and has been since May 2006, the President of the Association of American Universities. From 2004 to May 2006, Dr. Berdahl held the position of Professor in the History Department of the University of California, Berkeley and Professor of Public

Policy in the Goldman School of Public Policy, UC Berkeley. From 1997 to 2004, Dr. Berdahl served as Chancellor of the University of California, Berkeley. From 1993 to 1997, Dr. Berdahl was President of the University of Texas at Austin, and from 1986 to 1993, he was Vice Chancellor of Academic Affairs of the University of Illinois at Urbana-Champaign.

     Richard J. Elkus Jr. has been a director of the Company since 1997. He is currently, and has been since 1996, Chairman of Voyan Technology. From 1994 until 1997, Mr. Elkus was Vice Chairman of the Board and Executive Vice President of Tencor Instruments, Inc. Mr. Elkus is also currently a director of SOPRA S.A., the National Science and Technology Medals Foundation, and the Scripps Research Institute.

     Jack R. Harris has been a director of the Company since 1982. Mr. Harris is currently, and since 2001 has been, Executive Chairman of Metara, Inc., and is currently, and since 1999, has been, Chairman of HT, Inc. From 1986 until 1999, Mr. Harris was Chairman, Chief Executive Officer, and President of Optical Specialties, Inc.

     Grant M. Inman has been a director of the Company since 1981. Mr. Inman is currently, and since 1998 has been, a General Partner of Inman Investment Management. From 1985 until 1998, Mr. Inman was a General Partner of Inman & Bowman, a venture capital investment partnership. Mr. Inman is currently a director of Paychex, Inc., Wind River Systems, Inc., and AlphaCard Systems.

     Catherine P. Lego has been a director of the Company since 2006. Ms. Lego is currently, and since 1999 has been, the General Partner of The Photonics Fund, LLP, a venture capital investment firm. She is also, and since 1992 has been, a member of Lego Ventures, LLC, a technology consulting firm. Ms. Lego is currently a director of SanDisk Corporation, StrataLight Communications, and WJ Communications, Inc.

     Seiichi Watanabe has been a director of the Company since 2005. Dr. Watanabe is currently, and since 2007 has been, the Executive Director of TechGate Investment, Inc., of Japan. From 2005 to June 2007, he was the Executive General Manager, Research & Development, for Terumo Corporation of Japan. From 2004 to 2005, Dr. Watanabe served as an Advisor to Sony Corporation following his retirement from Sony in 2004. During his tenure at Sony from 1993 to 2004, Dr. Watanabe served as Executive Vice President of Environmental Affairs, President of Frontier Science Laboratories (Sony), President of the Semiconductor Division, and Director of the Research Center. Dr. Watanabe is also currently a director of Cool.revo, Inc. of Japan, and of Zeta Bridge Corporation of Japan.

     Patricia S. Wolpert has been a director of the Company since 2006. Ms. Wolpert is currently, and since 2003 has been, the owner of Wolpert Consulting LLC, a sales and marketing consulting firm. From 1972 to 2003, Ms. Wolpert served in a variety of executive positions with International Business Machines, Inc., including: Vice President, Sales Transformation, Americas; Vice President, Central Region, Americas; Vice President, System Sales, South America; and various other executive positions. Ms. Wolpert is currently a director and Chairman of the Board of Teradyne, Inc.

     Martin B. Anstice joined Lam Research in April 2001 as Senior Director, Operations Controller, was promoted to the position of Managing Director and Corporate Controller in May 2002, and was promoted to Group Vice President, Chief Financial Officer, and Chief Accounting Officer in June 2004 and named Senior Vice President, Chief Financial Officer and Chief Accounting Officer in March 2007. Mr. Anstice began his career at Raychem Corporation where, during his 13-year tenure, he held numerous finance roles of increasing responsibility in Europe and North America. Subsequent to Tyco International’s acquisition of Raychem in 1999, he assumed responsibilities supporting mergers and acquisition activities of Tyco Electronics. Mr. Anstice is an associate member of the Chartered Institute of Management Accountants in the United Kingdom.

     Ernest E. Maddock, Senior Vice President of Global Operations since March 2007 and previously Group Vice President of Global Operations since October 2003, currently oversees Global Operations which consists of: Information Technology, Global Supply Chain, Production Operations, Corporate Quality, Global Security, Global Real Estate & Facilities. Additionally, Mr. Maddock heads Bullen Semiconductor, a division of Lam Research. Mr. Maddock joined the Company in November 1997. Mr. Maddock’s previously held positions with the Company include Vice President of the Customer Support Business Group. Prior to his employment with Lam Research, he was Managing Director, Global Logistics and Repair Services Operations, and Chief Financial Officer, Software Products Division, of NCR Corporation. He has also held a variety of executive roles in finance and operations in several industries ranging from commercial real estate to telecommunications.

Abdi Hariri was named Group Vice President of the Customer Support Business Group in March 2007. Prior to his current position, Mr. Hariri had been Vice President and General Manager of the Customer Support Business Group since August 2004. Mr. Hariri previously served as the General Manager of Lam Research Co. Ltd. (Japan) for approximately 18 months and has served in a number of different assignments with the Field Sales and Product Groups. His experience prior to his appointment in Japan included over 13 years at the Company with various responsibilities, including global business development and engineering. Prior to his employment at Lam Research, Mr. Hariri served as a Process Engineer at Siliconix, Inc. He holds a Masters Degree in Chemical Engineering from Stanford University.

     Richard A. Gottscho, Group Vice President and General Manager, Etch Products since March 2007, joined the Company in January 1996 and has served at various Director and Vice President levels in support of etch products, CVD products, and corporate research. Prior to joining Lam Research, Dr. Gottscho was a member of Bell Laboratories for 15 years where he started his career working in plasma processing. During his tenure at Bell, he headed research departments in electronics materials, electronics packaging, and flat panel displays. Dr. Gottscho is the author of numerous papers, patents, and lectures in plasma processing and process control. He is a recipient of the American Vacuum Society’s Peter Mark Memorial Award and is a fellow of the American Physical and American Vacuum Societies, has served on numerous editorial boards of refereed technical publications, program committees for major conferences in plasma science and engineering, and was vice-chair of a National Research Council study on plasma science in the 1980s. Dr. Gottscho earned Ph.D. and B.S. degrees in physical chemistry from the Massachusetts Institute of Technology and the Pennsylvania State University, respectively.

     Thomas J. Bondur, Vice President, Global Field Operations since March 2007, joined Lam in August 2001 and has served in various roles in business development and field operations in Europe and the United States. Prior to joining Lam Research, Mr. Bondur spent eight years in the semiconductor industry with Applied Materials in various roles in Santa Clara and France including Sales, Business Management and Process Engineering. Mr. Bondur holds a degree in Business from the State University of New York.

Beneficial Ownership of Directors and Executive Officers under the Company’s Amended and restated 1999 Stock Option Plan

          The table below sets forth the beneficial ownership of each of our directors and executive officers of options under the Company’s Amended and restated 1999 Stock Option Plan (the “Plan”) outstanding as of March 30, 2008. The percentages in the table below are based on the total number of outstanding options (i.e., whether or not eligible for amendment) to purchase shares of our common stock under the Plan, which was 2,309,690 options as of March 30, 2008. None of the members of the Company’s Board of Directors or its officers subject to Section 16(a) of the Securities Exchange Act of 1934 are eligible to participate in the Offer other than Ernest E. Maddock, our Senior Vice President, Global Operations, Abdi Hariri, our Group Vice President, Customer Support Business Group, Thomas J. Bondur, our Vice President, Global Field Operations, and Martin B. Anstice, our Senior Vice President, Chief Financial Officer and Chief Accounting Officer, who are eligible to participate in the Offer because they were not officers subject to Section 16(a) of the Securities Exchange Act of 1934 as of the date on which Eligible Options were granted to them.

		Aggregate Number of
		Outstanding Options
		Under the Plan		Percentage of
		Beneficially Owned		Outstanding
		as of March 30,		Options
Name	Position and Offices Held	2008		Under the Plan
James W. Bagley	Director, Executive Chairman		0		0	%
Stephen G. Newberry	Director, President and Chief Executive Officer		0		0	%
David G. Arscott	Director		0		0	%
Robert M. Berdahl	Director		0		0	%
Richard J. Elkus, Jr.	Director		0		0	%
Jack R. Harris	Director		0		0	%
Grant M. Inman	Director		0		0	%
Catherine P. Lego	Director		0		0	%
Seiichi Watanabe	Director		0		0	%
Patricia S. Wolpert	Director		0		0	%
Martin B. Anstice	Senior Vice President, Chief Financial Officer and Chief Accounting Officer		2,849		0.12	%
Ernest E. Maddock	Senior Vice President, Global Operations		31,850		1.38	%
Abdi Hariri	Group Vice President, Customer Support Business Group		1,822		0.08	%
Richard A. Gottscho	Group Vice President and General Manager, Etch Businesses		0		0	%
Thomas J. Bondur	Vice President, Global Field Operations		9,800		0.42	%

          The address of each director and executive officer is c/o Lam Research Corporation, 4650 Cushing Parkway, Fremont, CA 94538.

SCHEDULE B

Material Tax Consequences in Singapore

          The following is a general summary of the income tax consequences of the Offer for those individuals who are subject to taxation in Singapore. This summary does not discuss all tax consequences that may be relevant to you in light of your individual circumstances, nor is it intended to apply in all respects to all types of Eligible Option holders. Because you are also subject to taxation in the United States, you may have additional or different tax consequences from those described below. If you are considering participating in this Offer, you should consult your own financial, legal and/or tax advisors concerning the tax consequences of accepting or not accepting the Offer in light of your particular situation and any consequences arising under the laws of any other taxing jurisdiction.

• Acceptance of Offer and Amendment of Option. If you accept the Offer to amend your Eligible Option, there should be no taxable event at the time of your acceptance or at the time that your Eligible Option is amended.

• Payment of Cash Payment. . The cash payment will be subject to income tax and social security taxes. You will be responsible for directly paying the applicable taxes.

• Exercise of Amended Option. If you exercise the amended option, generally, you will recognize ordinary income in an amount equal to the excess of the fair market value of the shares at the time of exercise over the (amended) exercise price paid. The Company will report the income but will not withhold any income or social security taxes with respect to such income. You must directly pay all applicable taxes.

• Sale of Shares. You should not be subject to tax on the subsequent sale of the acquired shares.

Material Tax Consequences in South Korea

          The following is a general summary of the income tax consequences of the Offer for those individuals who are subject to taxation in South Korea. This summary does not discuss all tax consequences that may be relevant to you in light of your individual circumstances, nor is it intended to apply in all respects to all types of Eligible Option holders. Because you are also subject to taxation in the United States, you may have additional or different tax consequences from those described below. If you are considering participating in this Offer, you should consult your own financial, legal and/or tax advisors concerning the tax consequences of accepting or not accepting the Offer in light of your particular situation and any consequences arising under the laws of any other taxing jurisdiction.

• Acceptance of Offer and Amendment of Option. If you accept the Offer to amend your Eligible Option, there should be no taxable event at the time of your acceptance or at the time that your Eligible Option is amended.

• Payment of Cash Payment. . The cash payment will be subject to income tax and social security taxes. You will be responsible for directly paying the applicable taxes.

• Exercise of Amended Option. If you exercise the amended option, generally, you will recognize ordinary income in an amount equal to the excess of the fair market value of the shares at the time of exercise over the (amended) exercise price paid. The Company will report the income but will not withhold any income or social security taxes with respect to such income. You must directly pay all applicable taxes.

• Sale of Shares. The subsequent sale of the acquired shares may result in taxable capital gain.

Material Tax Consequences in Taiwan

          The following is a general summary of the income tax consequences of the Offer for those individuals who are subject to taxation in Taiwan. This summary does not discuss all tax consequences that may be relevant to you in light of your individual circumstances, nor is it intended to apply in all respects to all types of Eligible Option holders. Because you are also subject to taxation in the United States, you may have additional or different tax consequences from those described below. If you are considering participating in this Offer, you should consult your own financial, legal and/or tax advisors concerning the tax consequences of accepting or not accepting the Offer in light of your particular situation and any consequences arising under the laws of any other taxing jurisdiction.

• Acceptance of Offer and Amendment of Option. If you accept the Offer to amend your Eligible Option, there should be no taxable event at the time of your acceptance or at the time that your Eligible Option is amended.

• Payment of Cash Payment. The cash payment will be subject to income tax and social security taxes. You will be responsible for directly paying the applicable taxes.

• Exercise of Amended Option. If you exercise the amended option, generally, you will recognize ordinary income in an amount equal to the excess of the fair market value of the shares at the time of exercise over the (amended) exercise price paid. The Company will report the income but will not withhold any income or social security taxes with respect to such income. You must directly pay all applicable taxes.

• Sale of Shares. You should not be subject to tax on the subsequent sale of the acquired shares.

EX-99.(A)(1)(C)

Exhibit (a)(1)(c)

Lam Research Stock Option Tender Offer Your Opportunity to Adjust Your Stock Options to Avoid Adverse Tax Consequences under Internal Revenue Code Section 409A

Presentation Purpose and Agenda This web cast will highlight current tax issues associated with some of your Lam stock options It will explain why participation in this tender offer allows you an opportunity to avoid potentially significant adverse tax consequences It will review the tender offer procedures and actions you must take to participate THE DEADLINE FOR SUBMISSION OF YOUR ELECTION IS THURSDAY MAY 1ST AT 11:59 PM Eastern time

Disclaimer Lam cannot provide you with income tax advice due to company policy. As a result, Lam has engaged PwC to provide employee education, including this presentation and a forum for follow-up questions and answers. This advice is general in nature and cannot address specific personal tax issues. We strongly suggest that you consult your personal tax advisor. This presentation and underlying documents were not intended or written to be used, and they cannot be used, for the purpose of avoiding U.S. federal state or local tax penalties.

The Issue Certain stock options are subject to potentially adverse tax consequences under Internal Revenue Code Section 409A ("Section 409A") These adverse tax consequences may be avoided through participation in this tender offer

Section 409A Section 409A was enacted in 2004 It specifies complex requirements that deferred compensation plans must meet to avoid significantly increased tax consequences Stock options are subject to section 409A if the options are "discounted" An option is discounted if the exercise price is lower than the fair market value of the stock on the grant date A change in the grant date may result in a discounted option if the exercise price is lower than the fair market value on the re-measured grant date

Tax Consequences under Section 409A If the Section 409A requirements are not met, the deferred compensation is subject to regular state and federal income tax at the earlier of January 1, 2009 or the date of vesting (not at the usual payment/exercise date) In addition: A 20% federal penalty tax is imposed on the income California imposes an additional 20% penalty tax An additional tax may be applicable, based on interest at 1% over the underpayment rate calculated from the year of vesting to the date of payment

Tax Consequences for Discounted Options The spread will be recalculated annually and tax will be imposed on any incremental increase in fair market value The spread is the difference between the fair market value of Lam stock at the earlier of January 1, 2009 or the vesting date and the option's exercise price; It is not simply the discount at the time of grant In addition: A 20% federal penalty tax is imposed on the income California imposes an additional 20% penalty tax An additional tax may be applicable, based on interest at 1% over the underpayment rate calculated from the year of vesting to the date of payment However, options (or any portion of an option grant) which were vested as of December 31, 2004 are not subject to Section 409A

Comparison of Tax Liabilities (approximate) California Penalty Tax After Tax Gain Federal Income and Payroll Tax, including FICA and SDI 409A Compliant Options Non-409A Compliant Options Federal Penalty Tax State Income Tax After Tax Gain 11% 20% 20% 9% 40% State Income Tax Federal Income and Payroll Tax, including FICA and SDI 40% 9% 51%

Example - Effective Date 7/1/02 1000 options are unaffected 500 options are subject to Section 409A as they vest post - 2004 Assume an employee received 1,500 discounted Lam options on February 27, 2002 which vested over three years (annually on the grant date) 6/30/05 Vesting prior to January 1, 2005 Vesting after 2004 12/31/04 7/1//04

Example - Tax Liability Assumptions An employee (who was not an officer on the date of grant) received 1,500 Lam options in February, 2002 with an exercise price of $22 (the fair market value of Lam stock on the date of grant) It was later determined that the accounting measurement date for the options occurred in May 2002, when Lam was trading at $25, resulting in a $3 discount The options vest annually over three years. All of the options were exercised on 12/31/2008 when the stock price was $40.

Tax Consequences 409A tax calculation (assuming employee was not an officer on the date of grant) Assumes employee has otherwise exceeded FICA wage base Does not include the 409A interest payable to the IRS which might increase an employee's effective tax rate above 85.7% (possibly to 100% or more) depending on the employee's tax rate and the length of time for which interest is due.

Opportunity To Fix Eligible Options The IRS has provided a limited transition period to amend certain outstanding options that were unvested at 12/31/2004 so they will no longer be considered discounted options subject to the adverse tax consequences under Section 409A The discount may be eliminated by increasing the exercise price of outstanding options to the fair market value of the stock on the accounting measurement date Options held by individuals who were officers or directors on the date the option was granted may not be amended Options that have already been exercised may not be amended

The Offer

The Offer A voluntary opportunity for employees (who were not officers or directors on the date of grant) to amend certain options to comply with Section 409A. Under the offer, the exercise price of the options will be increased to the fair market value of Lam stock as of the accounting measurement date In return, you will receive a cash payment equal to the difference between the new exercise price per share of each amended option and the original exercise price per share, multiplied by the number of amended options.

Who is Eligible for the Offer? Employees who hold Eligible Options which are options: granted under a Lam stock option plan; granted with an original exercise price that is less than the fair market value of Lam stock on the option's accounting measurement date; that vested after 2004 and remain outstanding at the close of the tender offer; and were not granted to persons who were officers or directors on the date of grant. Important Note: if you exercise your 409A tainted options before the close of the tender offer they cannot be fixed and you will be responsible for the adverse consequences.

Who is Eligible for the Offer, continued Current employees only. Must be an employee of Lam Research or subsidiaries at the close of the tender offer. Must be subject to US income taxation on the options. Must not have been an officer or director for securities law purposes at the time of the grant of the option.

The Offer - Cash Payment Terms The cash payment will be paid to you on the first payroll in January 2009 (the delay in the payment is required by the provisions of Section 409A) The company is required to withhold all applicable federal, state, local and/or foreign income and employment taxes from the payment The cash payment will not be grossed-up to compensate you for the taxes you must pay on it, because you would have paid taxes on the option spread when the option was exercised

The Offer - Calculation of the Cash Payment Using the facts of the previous example: New (amended) Exercise Price $25 Old Exercise Price $22 Per Share Cash Payment $3 Number of Eligible Options x 500 Total Cash Payment in 2009 $1,500

The Offer You have two choices: Agree to Lam's offer to increase the exercise price of your Eligible Options to eliminate any discount on the accounting measurement date and receive a cash payment, or Do nothing. This choice is entirely up to you. If you accept Lam's offer, your election form must be submitted by Thursday, May 1, 2008 at 11:59 PM EASTERN TIME. NO ELECTIONS WILL BE ACCEPTED AFTER THIS DATE. If you do not accept the offer, you will be personally responsible for all federal taxes imposed under 409A as well as similar state (such as California) and local tax laws.

How to Participate in the Offer

How Do I Participate In The Offer? For securities law reasons, Lam is providing this opportunity to you via a tender offer. The full terms of this offer and the enrollment processes are included in the tender offer documentation which you should read carefully. You can find the tender offer documentation at the offer website at https://lamrc.equitybenefits.com/ The deadline for electing to participate in the tender offer is Thursday, May 1, 2008 at 11:59 pm Eastern time. NO LATE SUBMISSIONS WILL BE ACCEPTED. Instructions for logging into the website as well as a link to the website were included in the email you received at the commencement of the tender offer.

What Must I Do On My Own Tax Return If I Accept The Offer? For your options that were amended by the tender offer, you do not need to do anything. If you are eligible for a cash payment, the payment and associated withholding amounts will be included in your 2009 W-2 and must be reported on your 2009 Form 1040.

More On Taxes What if I don't accept the offer? You will be subject to income tax and additional 409A tax annually until the options are exercised or cancelled (see the following example). The additional 409A tax includes: 20% penalty tax on any annual increase in the option spread 20% California penalty tax on any annual increase in the option spread if you are otherwise subject to California tax. Interest penalty on the income amount. Under IRS rules, the Section 409A tax liability attributable to vesting that took place prior to 2009 will be reported on your 2009 W-2.

Tax Consequences Using the facts of the previous example, except: the option is still outstanding at 12/31/2009 The fair market value at 12/31/2008 is $40 and $50 at 12/31/2009 Assumes employee has otherwise exceeded FICA wage base Does not include the 409A interest payable to the IRS which might increase an employee's effective tax rate above 85.7% (possibly to 100% or more) depending on the employee's tax rate and the length of time for which interest is due.

Questions Questions can be emailed to Lam409A@lamresearch.com. PwC tax professionals will address specific tax questions relating to this tender offer and Section 409A only. Please dial (415) 498-5018 to reach a PwC tax professional. Other questions will be directed to Lam stock plan administration as appropriate.

Circular 230 This presentation and underlying documents were not intended or written to be used, and they cannot be used, for the purpose of avoiding U.S. federal state or local tax penalties.

EX-99.(A)(1)(D)

Exhibit (a)(1)(D)

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Moderator: Charlie Wheeler
Confirmation # 1034324
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PRICEWATERHOUSECOOPERS

Moderator: Charlie Wheeler

Operator: Good day, ladies and gentlemen, and welcome to the PricewaterhouseCoopers LAM Research stock option tender offer Webcast.

I’d now like to turn the call over to Mr. Charlie Wheeler. Please go ahead, sir.

Charlie Wheeler: Thank you. Hello and welcome to the LAM Research stock option tender offer. We appreciate your attendance and we ask you to pay close attention for several reasons. During this Webcast, we will discuss with you the potential that you hold stock options from LAM that are subject to a new code section for federal and California tax purposes. If so, then these options are subject to adverse tax consequences applicable to you. Furthermore, which is the purpose of this Webcast, LAM is extending you the opportunity to participate in this tender offer to fix your options to exempt them from this new Code Section 409A and avoid the harsh, personal, financial tax issues.

In this Webcast, we will highlight the current tax issues associated with some of your LAM stock options that are subject to Code Section 409A. We will give you illustrations of those tax consequences. We will also explain to you how you can participate in this tender offer, what it means to you and the extent to which fixing your stock options can avoid these adverse federal and California tax consequences.

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One thing that is important to note is that this tender offer is voluntary. If you do not participate, you will not have the opportunity to fix your stock options that are subject to Code Section 409A.

One key date, which we will emphasize to you on several occasions, is that your submission to participate in this tender offer must be received by Thursday, May 1 at 11:59 Eastern time. Submissions to participate in this tender offer received after that date and time would not be acknowledged and you will not participate in this tender offer.

It’s important that we tell you a bit about this tender offer and provide you with an explanation of why this Webcast is being presented. First, LAM cannot provide you with income tax advice, due to company policy. As a result, LAM has engaged PricewaterhouseCoopers to provide you with this employee education and Webcast introduction. In addition, PricewaterhouseCoopers will provide you the opportunity, after this Webcast, to contact us, ask questions that you may have and receive follow-up answers. It’s important to observe, however, that our advice to you will be general in nature and cannot address specific, personal tax issues. Accordingly, we strongly suggest that you consult your personal tax advisor and other professional representatives.

The Internal Revenue Service has required us to specifically tell you that this presentation and underlying documents were not intended or written to be used and they cannot be used for the purpose of avoiding U.S. federal, state or local tax penalties.

With this as background, let’s address why this Webcast is being presented and why LAM is making this tender offer available to you. The reason is that California and federal legislatures have enacted a new code tax section. It’s called Code Section 409A for federal purposes and Code Section 409A for California purposes. These code sections provide very adverse tax consequences to an individual who holds a LAM stock option subject to Code Section 409A and

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who does not participate in this tender offer and fix those options. As noted, those adverse tax consequences may be avoided only by participating in this tender offer.

Let’s provide you with just a bit of background about these new code sections 409A so that you can understand them, because this background will be relevant later on and will help you understand how we identify which of your LAM stock options are subject to Code Sections 409A.

Code Section 409A was enacted by Congress in 2004. California, as we’ve noted, adopted a virtually identical code section applicable for California purposes. These code sections have very complex requirements that apply to deferred compensation in individuals who receive deferred compensation. Individuals who receive deferred compensation that does not comply with this complex set of rules is subject to adverse tax consequences. We will describe these consequences to you in a bit and we will also give you illustrations.

Stock options may be subject to 409A if the options were issued at a discount. What does a discount mean? A discount means that by comparing the exercise price of the stock option to the fair market value of land stock on the date the option was granted to you, the exercise price is below the stock price on that date. Again, the test is determined by comparing the exercise price to the fair market value of the stock on the date of grant. LAM, generally speaking, issues only stock options to employees with an exercise price equal to the fair market value of stock on the date of grant.

For that reason, LAM generally does not issue discounted stock options. However, in the recent past, LAM was required to review the grant of some of its stock options and determine whether the stock option should be considered for financial accounting purposes on a date other than the grant date. This was called a financial accounting remeasurement date.

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Code Sections 409A provide that if there’s a remeasurement date, you’re supposed to test whether the option is discounted; not by looking at the original grant date but by looking at the remeasurement date. Again applying the test, if the option has an exercise price below the fair market value of LAM stock on the remeasurement date, then the option is discounted. As a consequence of this remeasurement, some of (LAM’s) stock options were actually issued at a discount by comparison of the remeasurement grant date and are subject to 409A.

With this in mind, what are the tax consequences under 409A? Well, the tax consequences are rather adverse and apply specifically to the holder of the option. First is that an option, generally speaking, is taxable to you on the date you exercise it. It is not taxable to you on the date of grant or on the date of vesting but only on the date of exercise. That’s the benefit of a stock option.

Code Sections 409A take a major portion of this benefit away from you. Rather than being taxed on the date of exercise, you will now be taxed on a stock option subject to 409A on the date of vesting, not the date of exercise. This applies even if you do not exercise your option on that date. In addition to being taxable on that date of vesting and subject to regular California and federal income taxes, the gain that you have on that date will also be subject to an additional 20 percent federal penalty tax and an additional 20 percent California penalty tax. In addition to those penalty taxes, if you do not pay your taxes timely in the — by April 15^th of the year after vesting, you will be subject to an additional penalty tax, as interest, at 1 percent over the underpayment for late payments of taxes.

Now, individuals who do not exercise their stock options on the date of vesting will be subject to taxation under 409A on the date of vesting and annually thereafter until your stock option is exercised. This means that if an option were to vest in 2008 and you do not exercise the stock option until 2010, you’ll be subject to taxation on that option in 2008, 2009 and, finally, 2010; the year in which you exercise.

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How is this tax determined annually? Well, starting in the year of vesting, the spread is determined at the end of the year and the spread is simply equal to the fair market value of LAM stock over the exercise price. That’s the spread that’s subject to income tax and it’s also subject to the additional 20 percent California and federal penalty taxes. Please note that you are not being penalized simply on the discount at the time of grant; you’re being penalized on the full spread all the way up through the date of exercise annually from the date of vesting through the year of exercise. This means that the entire gain of your tax — of your stock options will be subject to these penalty taxes.

Now, one thing that’s important to note is that Code Section 409A became effective in 2004 and we will show you, on two slides, how to identify which of your options can be exempt from Code Section 409A because they vested before the effective date of 409A. But first, let’s give an illustration of the adverse personal tax consequences to you.

Here’s two comparative bar charts. On the left is for 409A-compliant options. Those are either options that were not issued at a discount or they were issued at a discount with the holder participating in this tender offer. As you can see on the left side, that taxation is on the date of exercise; the federal income payroll taxes are approximately 40 percent; the state income tax of approximately 9 percent, which provides the individual holder with an after-tax gain of 51 percent of the spread, taxed at exercise. And the right side is an individual who has a discounted option who fails to participate in this tender offer and is subject to 409A taxes.

Now, for that individual that, again, the federal tax, over the years, will be equal from the date of vesting to the date of exercise, will be equal to 40 percent of the spread. State income tax will be approximately 9 percent of the spread. But now we see that we’ve imposed a federal penalty tax of 20 percent on the spread and a California penalty tax of 20 percent on the spread, which

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means that the individual has an after-tax gain of only 11 percent. That’s compared to 51 percent if the individual participated in the tender offer.

Now we noted that Code Sections 409A were enacted in 2004 and they became effective January 1, 2005. Because of that, some of your LAM discounted stock options, if you hold any, can actually be exempt from 409A, based on when they vested. This timeline shows you a simple methodology to identify which of your LAM discounted stock options are exempt from 409A because they vested prior to the effective date. It’s rather quite simple. That if your options were granted prior to 2005 and they vest prior to 2005, they’re exempt from 409A. If your options were granted prior to 2005 and vest after 2004 — so, beginning January 1, 2005 — then they’re subject to 409A. In this timeline we’ve illustrated that an individual has 1,500 LAM stock options that are issued at a discount; 1,000 vest prior to January 1, 2005; 500 vest in January 1, 2005 and after. Those 500 options are subject to 409A; the 1,000, which vest early, are not.

Now, for assumptions, let’s illustrate the tax liability; that the employee who is not an officer on the date of grant — why do we say that? Well, because an officer who is on the date of grant is not allowed to participate in this tender offer; so it’s essentially only employees who are not officers at grant are allowed to participate. And the individual we noted holds 1,500 LAM stock options; they were granted in February 2002 with an exercise price of $22. That was the stock price of LAM stock on the date of grant. It was later determined that the accounting measurement date for those options had to be redetermined when the stock price was $25, which resulted in a $3 discount. Because on the remeasurement date the exercise price is still $22 but the fair market value is $25, which means that these options were issued at a $3 discount and are therefore subject, potentially, to Code Section 409A. The options vest annually over three years. All the options were exercised in 2008 when the stock price was 40.

Now, what we’ve done, in the next illustration of the tax consequences, is we’ve followed this example through and we’ve identified, first, only those stock options that are subject to 409A.

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Confirmation # 1034324
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And as we’ve noted, only 500 of the 1,500 discounted options are subject to 409A because they vest after 2004; that is, they vest beginning on January 1, 2005 and later. The spread per option is $18. That gives total taxable gain at 12/31/08 of $9,000; $18 times 500 options. And now we can see, of this $9,000, how much is paid in tax. Let’s just proceed down this because it’s simple just — an addition of all the different taxes.

First there’s federal income tax; assuming a rate of 35 percent. So that tax is $3,150. There’s California income tax of $837; Medicare tax of $130; and now we see the federal penalty tax of 20 percent of $1,800 — 20 percent times the 9,000 spread — and also the penalty tax of California of 20 percent — again, $1,800 for a total tax of $7,717. That shows that the individual who has the options with $9,000 of spread will actually pay $7,717 in tax, which is an effective tax rate of 85.7 percent.

Now we’d also like to note that that is the minimum tax rate because if the individual does not pay tax timely for the year in which the options begin to vest — if it only pays tax in later years — that individual will also be subject to an additional penalty for an underpayment of tax for late penalty payment; for late payment. The penalty will be 1 percent above the regular late-payment penalty interest rate. This means that an individual’s total tax rate could approach 100 percent of the spread and, actually, if the taxes are paid late, exceed 100 percent. Incredibly adverse tax consequences for a person with discounted options that are subject to Code Section 409A and are not fixed in this tender offer.

That is the reason that LAM is providing you with this tender offer; because the Internal Revenue Service has said that there will be a period of time during which stock options can be fixed to avoid these adverse tax consequences. Options must be fixed in 2008; they cannot be fixed after that. The options are fixed in a relatively simple manner. They’re fixed by simply eliminating the discount that existed on your LAM remeasurement date and the way that you do that is agree with LAM that you will increase your exercise price to the fair market value of LAM stock on your

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Confirmation # 1034324
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remeasurement date. Recalling the illustration that we just provided to you with an exercise price of 22 and a fair market value, on a remeasurement date, of 25, you agree to increase your exercise price from $22 to $25; eliminating the discount on the remeasurement date.

Options held by individuals who are officers and directors on the date the option was granted may not amend their stock options. Options that have already been exercised may not be amended either.

Let’s look more specifically at the terms of the tender offer now that we understand, as background, the new Code Sections 409A; how it applies to discounted stock options; how your LAM stock options may have been discounted, based on a remeasurement date for financial accounting purposes; how you identify which of your options are exempt from 409A, even if they’re discounted, because they vested prior to 2005; and you’ve seen an illustration of the tax consequences that provide a very high effective tax rate on your stock options that are discounted, are subject to 409A and are not fixed.

This is the term of the tender offer. Again, the tender offer is voluntary. You have to elect to participate. Under the tender offer, as we’ve noted, you agree to increase your exercise price to the fair market value of your LAM stock on the accounting remeasurement date. Again, back for the illustration, that’s increasing the exercise price from $22 to $25; eliminating $3 of spread in the stock option. However, you will not actually lose that $3 of spread. In fact, LAM will provide to you a cash payment equal to the extent to which you increased your exercise price to fix your stock option multiplied by the number of options that you fix. Again with the illustration, if you increase your exercise price from $22 to $25 per option — that’s $3 — LAM will actually provide you with a cash payment of $3 for each option that you agree to fix.

Who is eligible for the offer? There are only certain employees of LAM who are eligible to participate in this tender offer. Let’s go down these criteria to see if you’re eligible.

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Confirmation # 1034324
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You’re eligible to participate in this tender offer if you’re an employee of LAM who holds eligible options which were: one — granted to you under a LAM stock option plan. If that’s how you received your stock option — and generally speaking, it is — then so far you’re eligible and let’s go to the next condition. For that condition, that the option must have been granted with an original exercise price that was less than fair market value of LAM stock on the accounting remeasurement date. If you hold those options, then you have discounted options.

Furthermore, you can participate only if your discounted options were vested after 2004 and remained outstanding at the close of the tender offer; that’s really important. Because if your options vested prior to 2005 — that is, up through January 1 — December 31, 2004 — then your options are exempt from 409A even though they’re discounted. If your options vested in 2005 and later and they are not outstanding at the close of the tender offer — because you exercised them, they expired or otherwise — they’re not eligible for the tender offer. And the last condition is that for your options, you were not an officer or director on the date of grant.

Now it’s very important to note to you that if you exercise your 409A-tainted options — that is, option’s that are discount that are subject to 409A — before the close of the tender offer, they cannot be fixed. You will be personally responsible for the adverse tax consequences for the exercise of those options and those adverse tax consequences, or the penalties as we’ve illustrated, under Code Section 409A for both federal and California tax purposes.

Now, there are additional conditions that must be met even if you satisfy the four conditions on the prior page. You have to be a current employee of LAM research or it’s subsidiaries at the close of the tender offer. If you’ve been an employee in the past and are no longer an employee on the date of the tender offer, you may not participate. You must be subject to U.S. income taxation on your options. It’s important to note why that is. Because if you’re not a U.S. taxpayer you’re not subject to the 409A tax and therefore there’s no penalty for you to correct. And as

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we’ve noted, you must not have been an officer or director for securities laws purposes on the date of the grant of the options to you.

As we described, if you voluntarily participate in this tender offer and you agree to increase your exercise price to fix your options and avoid 409A, LAM will provide you with a cash payment equal to the amount of discount that you forego by increasing your exercise price. That cash payment will be made to you in your first payroll of January 2009. LAM is required to delay this payment to you until 2009 because the IRS specifically says that you can fix your options by increasing the exercise price but only if you receive a cash payment in a year later than the year in which they’re fixed. So if you fix your options in 2008 by participating in a tender offer, you cannot receive a payment of the cash until January of 2009. The company will — is required to withhold all applicable federal, state, local and foreign income and employment taxes on that cash payment just like any other cash payment that LAM makes to you; subject to withholding.

The cash payment will not be grossed up to pay taxes but as we’ll see, that’s fair and appropriate. Why is that? Well, the cash payment is to make up for the spread that you have voluntarily foregone by participating in the tender offer and increasing your exercise price. That spread would have been taxed to you as ordinary income on the date of exercise that would have been taxed to you when you received the benefit of exercising and realizing the spread. Since the cash payment is to make up for that lost discount, you will be taxed on the cash payment on the date that you receive the benefit of it, which will be when you receive the cash payment. Therefore, you’re neutral on taxes with respect to this discount because you would have paid taxes on the discount later, when you exercised your option, but now you’re paying taxes on the cash payment to make up for the discount on the date that you receive the cash payment.

The next slide continues our illustration of the facts that we’re looking at to explain to you the tender offer and the cash payment; as previously noted, that the stock option had an exercise price of $22 and a fair market value of 25 on the remeasurement date. By participating in the

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tender offer you agree to increase your exercise price from $22 to $25, the fair market value on the remeasurement date. That means that you have voluntarily given up $3 per option on the spread. LAM will make a cash payment to you of $3 times the 500 options that were subject to 409A, because they vested after 2004, which you’ve agreed to fix, for a total cash payment in 2009 of $1,500. So, you have now received $1,500, you’re taxed on that $1,500 on the date that you receive it in 2009 and you’ve cured your options so they will not be subject to the penalties of 409A for California and federal purposes.

As we’ve noted, this tender offer is voluntary. You have two choices. The first choice is to agree to participate in the offer, to increase the exercise price of your eligible option to eliminate the discount on the remeasurement date and receive a corresponding cash payment. That’s opportunity number one. Opportunity number two is do nothing. This choice is entirely up to you. However, if you do nothing your stock option is subject to 409A, will not be cured and you will be personally and solely responsible for the adverse tax consequences and vesting in later on those options through the date of exercise.

To voluntarily participate, your election must be received by LAM no later than Thursday, May 1, 2008 at 11:59 p.m. Eastern time. No elections will be accepted after this date and anyone who submits an election after that date will be deemed not to have participated in this tender offer and your options will not and cannot be fixed and you will there be subject — therefore be subject to 409A on your options.

How to participate in this tender offer. Well, as a bit more background, for securities laws purposes, LAM is required to provide you this opportunity by means of a formal tender offer. The full terms of this tender offer and the enrollment process are included in tender offer documentation. We encourage you to read this documentation completely and carefully. You can find the tender offer documentation on the Web site that’s shown on this slide. Again, the deadline to participate in the offer is Thursday, May 1, 2008 at 11:59 p.m. Eastern time. Late

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submissions will not be accepted and we want you to particularly note that this is based on Eastern time and not any other time zone.

Instructions for logging into the Web site, as well as a link to the Web site, were provided to you in an email that you have received.

What must I do on my tax return if I accept the offer? Nothing. If you accept the offer and participate in this tender offer, your options will be fixed and there’s nothing required for you to do. If you receive a cash payment, the payment will be included in taxes for you in 2009, will be reported for you on your 2009 W2 as additional cash compensation and you’ll include those cash payments on your 2009 Form 1040 where you report that additional cash payment for federal, California, other state and local tax purposes.

What if you don’t accept the tender offer? If you do not accept the tender offer, because you either voluntarily decide not to participate or because you submit the tender offer acceptance late, your options will not be fixed. You will be subject to income tax and additional 409A tax annually until the options are exercised or canceled. We’ll provide you with an example that you can see on the next several pages. Again, the additional taxes are a 20 percent federal tax on the spread; an additional 20 percent California tax on the spread; an additional penalty if you fail to pay your taxes in a timely manner. As we’ve noted, all of these taxes can approach 100 percent of your spread and, under certain circumstances, may actually exceed 100 percent of the spread if your payment is significantly late.

Under IRS rules, tax liability associated with your vesting that took place prior to 2009 will be reported, by LAM, on your 2009 W2.

The next slide shows the tax consequences of not participating in the tender offer and this continues our illustration from before where the center column shows the taxes we discussed at

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12/31/2008; again, 500 options subject to 409A. These options are not cured. The spread is $18 for a total spread of $9,000 and (we see then), the total taxes that come out of this, of $7,717, which is income tax for California and federal purposes; Medicare tax; the federal 409A 20 percent penalty tax; the California 20 percent penalty tax.

Now, assume that this individual does not participate in the tender offer and the option is not exercised by the end of 2009 and is still outstanding at the end of 2009. As we’ve noted, the option is taxed annually until the date of exercise. The option is taxed annually on any increase in spread over the prior years. This illustration shows that, for 2009, the price of LAM stock has increased by $10, from $40 to $50. Of those 500 options then, the total additional spread is $5,000. All the taxes are imposed on that additional $5,000. Now, for this year we have a tax of $4,288; again, a tax at a rate of 85.7 percent, and this does not include a potential increased tax rate if you’re late paying your taxes and you have the additional penalty, for underpayment, of 1 percent above the regular underpayment interest rate.

If you have any questions, they can be emailed to LAM at the address shown on this slide. PricewaterhouseCoopers’s professionals will address tax questions with you, related to the tender offer and section 409A only. Again, as we’ve noted before, that these questions will be general and educational in nature and, as a consequence, while we encourage you to call we also strongly encourage you to consult with your professional tax and other advisors. Other questions outside of the questions that can be addressed to PwC, as the tax questions relating to the tender offer and 409A, will be directed to the stock plan administrator for LAM as appropriate.

And again, to conclude this tender offer, there’s an announcement that the Internal Revenue Service requires us to present to you, which is that this presentation and the underlying documents were not intended or written to be used and they cannot be used for the purpose of avoiding U.S. federal, state or local tax penalties.

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We truly appreciate your attendance at this Webcast and we look forward to responding to any questions that you might have and thank you for your time and attendance.

END

EX-99.(A)(1)(E)

Exhibit (a)(1)(E)

FORM OF EMAIL ANNOUNCEMENT OF OFFER TO AMEND (From 409A mailbox)

Date: April 3, 2008

To: [Eligible Option holder]

We are pleased to announce that Lam Research Corporation. (the “Company”) has officially commenced its tender offer (the “Offer”) to amend certain of your outstanding stock options today, April 3, 2008. The Offer and withdrawal rights will remain open until May 1, 2008 at 11:59 p.m., U.S. Eastern Time, unless the Offer is extended.

In connection with the findings of Lam’s stock option review, certain of your stock options were determined to have an incorrect grant date. These options may be subject to adverse tax consequences under section 409A of the Internal Revenue Code and, as applicable, similar provisions of state law, (collectively, “409A”) if they vested after December 31, 2004. The Company is offering you the opportunity to avoid the adverse tax consequences of 409A by voluntarily amending your affected options to eliminate the discount. If you elect to participate:

1.	Your options will be repriced to 100% of the fair market value per share on the date the Company determined the option was actually granted.
2.	The Company will make a cash payment to you in the amount of the increase in your exercise price.
3.	The payment will be made in January, 2009 (which is the earliest date permitted under IRS rules).

Information regarding your eligible options and the potential impact under Section 409A is available at the Offer website https://lamrc.equitybenefits.com/. The website also contains detailed information regarding the Offer and election forms to participate in the Offer. Please read and carefully consider all of this information. If you are not able to access the website, copies of the offering materials and election forms are available from Kym Hall in CA-4. You may also contact the Lam Research Tender Offer Call Center at (415) 498-5018 or Lam409A@lamresearch.com to obtain copies of offering materials and election forms. To elect to participate in the Offer with respect to your eligible options please see the key steps described below.

Stock options will remain subject to potentially adverse tax consequences under Section 409A until after the close of the Offer when the tendered Eligible Options are amended. We remind you that if you exercise your tendered stock options prior to amendment, you will be solely responsible for any taxes, penalties or interest you may incur under Section 409A.

The Company will hold a series of meetings to provide further information and address any questions you may have. The meetings will be held in the Auditorium in CA-1 on the following days and times:

Tuesday, April 8, from 10 a.m. — 11:00 a.m.
Thursday, April 10, from 2:00 p.m. — 3:00 p.m.

In addition, a recorded presentation is now available at http://www.visualwebcaster.com/event.asp?id=38941 which further explains the Offer. You may also call the Lam Research Tender Offer Call Center at (415) 498-5018 or email questions to Lam409A@lamresearch.com.

Key Steps

In order to participate in the Offer and avoid the adverse tax consequences under 409A, please follow these steps:

1.	Log on to the Tender Offer website at https://lamrc.equitybenefits.com/.
2.	To access the Tender Offer website, your employee ID is [ID]. Your password is the last four digits of your social security number. If you have difficulties logging in, please contact the Lam Research Tender Offer Call Center at (415) 498-5018 or Lam409A@lamresearch.com.

3.	Review the list of your Eligible Options and carefully read the documents contained on the website.
4.	Click on the MAKE AN ELECTION button to proceed with your election and follow the instructions.
5.	Please print and retain a copy of your election confirmation statement for your records. You will also receive an email confirming your election. If you do not receive this email within 2 business days following the date of your election, please contact the Lam Research Tender Offer Call Center at the number or email address listed above.

If you are not able to submit your election electronically via the Offer website or if you do not otherwise have access to the Offer website for any reason, you must complete a paper election form and return it to Lam Research Corporation via mail or overnight courier to: Lam Research Corporation, c/o Lam Tender Offer, 4650 Cushing Parkway, Fremont, CA 94538, or by fax at (510) 572-4442 before 11:59 p.m., Eastern Daylight Time, on Thursday, May 1, 2008. To obtain a paper election form, please contact the Lam Research Tender Offer Call Center at (415) 498-5018 or Lam409A@lamresearch.com. Your signed election form must be received by the Company prior to the deadline of 11:59 p.m., U.S. Eastern Time, May 1, 2008.

Although the Board of Directors has approved the Offer, neither we nor the Board of Directors, make any recommendation as to whether you should accept or refrain from accepting the Offer. You must make your own decision about the Offer, taking into account your own personal circumstances and preferences. You should carefully review the materials provided or referred to in this package. We recommend that you consult with your personal financial, tax and legal advisors in deciding whether to accept the Offer.

KEY DATES TO REMEMBER

The commencement date of the Offer is April 3, 2008

Informational meetings will be held on April 8 and April 10.

The Offer expires at 11:59 p.m., U.S. Eastern Time, on May 1, 2008 (unless we extend the Offer).

The Eligible Options that have been tendered will be amended on May 2, 2008 or, if the Offer is extended, the first business day following the extended expiration date of the Offer.

The cash payment will be made on the first payroll date in January 2009.

It may take several days after the amendment date to update our database and your personal account information to reflect all of the option amendments. Therefore, we remind you that if you exercise your tendered stock options prior to the amendment of your tendered stock options, you will be solely responsible for any taxes, penalties or interest you may incur under Section 409A.

EX-99.(A)(1)(F)

Exhibit (a)(1)(F)

Screenshots of Lam Research Corporation Tender Offer Website

Login screen (1 screenshot)

EX-99.(A)(1)(G)

Exhibit (a)(1)(G)

Welcome screen (4 screenshots)

Welcome to the Stock Options Tender Offer Website
Lam Research Corporation

REGULAR USER

Lam Research Corporation (“Lam,” the “Company,” we” or “us”) is pleased to announce that the Offer to Amend Certain Outstanding Options (“Tender Offer”) has officially launched on April 3, 2008 and will remain open until 11:59 p.m. Eastern Daylight Time on May 1, 2008 (unless we extend it).

A stock option will be deemed to be an “Eligible Option” if it meets each of the following: conditions

(i)	the option was granted under the Company’s Amended and restated 1999 Stock Option Plan;
(ii)	the option has an exercise price per share that was less, or may have been less than the fair market value per share of the common stock underlying the option on the option’s accounting measurement date:
(iii)	the option was unvested as of December 31 2004 (if only a portion of an option was unvested on such date, the unvested portion may he an Eligible Option); and
(iv)	the option is outstanding as of the expiration date of the Tender Offer

The Tender Offer will provide you with the opportunity to avoid the adverse tax consequences under Internal Revenue Code (“IRC”) Section 409A and, as applicable, similar provisions of state law (“Similar State Laws”) that you may otherwise incur with respect to your Eligible Options. See below for the Key Steps you should perform related to the Tender Offer.

The specifics of the program are described in the “Schedule TO — Tender Offer Statement Filed

with the SEC” and the exhibits thereto. We urge you to read the “Schedule TO — Tender Offer Statement filed with the SEC” and the exhibits thereto very carefully

Stock options will remain subject to adverse tax consequences under Section 409A and Similar State Laws until the close of the Tender Offer and the official amendment of such options following the expiration of the Tender Offer. Therefore, we remind you that if you exercise your tendered stock options prior to the amendment of such stock options, you will he solely responsible for any taxes, penalties or interest you may incur under Section 409A and Similar State Laws.

A webcast is currently available on demand at http://www.visualwebcaster com/event asp?id=38941 which discusses the tax issues affecting your options and the consequences of your election pursuant to the Tender Offer PricewaterhouseCoopers (“PwC”) will be conducting presentations for employees and addressing questions on the following dates in the Lam CA-1 Auditorium:

     April 8th, 10:00 a.m. — 11:00 a.m. Pacific Daylight Time
     April 10th, 2:00 p.m. — 3:00 p.m. Pacific Daylight Time

You are encouraged to attend one of these meetings

KEY STEPS RELATED TO TENDER OFFER

Below is an easy checklist that outlines how and when to tender your Eligible Options in the Tender Offer

1. Review the following important documents:

1. SCHEDULE TO — TENDER OFFER STATEMENT FILED WITH THE SEC

2. OFFER TO AMEND CERTAIN OUTSTANDING OPTIONS, INCLUDING A SUMMARY TERM SHEET AND QUESTIONS AND ANSWERS

3. INSTRUCTIONS TO ELECTION FORMS

4. FORM OF AMENDMENT TO STOCK OPTION AGREEMENT

5. FORM OF PROMISE TO MAKE CASH PAYMENT

2.	Click on the MAKE AN ELECTION button below to proceed with your election. You will be redirected to the first page of the Election Form. You will need to check the appropriate box above the listing of your Eligible Options on the Election Form to indicate whether or not you are tendering all of your Eligible Options for amendment in accordance with the terms of the Tender Offer.
3.	After completing the Election Form, you will be allowed to review the election you have made with respect to your Eligible Options. If you are satisfied with your election you will proceed to the Agreement to Terms of Election page. Only after you agree to the Agreement to Terms of Election will you be directed to the Acknowledgement of Receipt of Election Form page.
4.	Please print and keep a copy of the Acknowledgement of Receipt of Election Form for your records. You will then be deemed to have completed the election process.

KEY DATES TO REMEMBER

The commencement date of the Tender Offer is April 3, 2008.

Employee meetings will be conducted on the following dates in the Lam CA-1 Auditorium:

     April 8th, 10:00 a.m. — 11:00 a.m. Pacific Daylight Time
     April 10th, 2:00 p.m. — 3:00 p.m. Pacific Daylight Time

The Tender Offer will expire at 11:59 PM Eastern Daylight time on May 1, 2008, unless the Tender Offer is extended. Your Eligible Options that have been tendered will be amended on May 2, 2008, or, if the Tender Offer is extended, the first business day following the extended expiration date of the Tender Offer (the Amendment Date”). Please be aware that your option account at Fidelity may not accurately reflect the amendment for several days following the Amendment Date.

The cash payment will be paid on the Company’s first regularly scheduled payroll date in January 2009.

EX-99.(A)(1)(H)

Exhibit (a)(1)(H)

Election Form (2 screenshots)

Lam Research Corporation
ELECTION FORM
RE: TENDER OF ELIGIBLE OPTIONS PURSUANT TO THE OFFER TO AMEND
CERTAIN OUTSTANDING OPTIONS
DATED APRIL 3, 2008

THE OFFER EXPIRES AT 11:59 P.M., EASTERN DAYLIGHT TIME, ON MAY 1, 2008,
UNLESS THE OFFER IS EXTENDED.

Name: REGULAR USER Employee ID: 456

Indicate your decision to tender your Eligible Options identified below for amendment by checking the “Elect to Tender All Eligible Options” box. If you do not want to tender your Eligible Options for amendment, check the “Elect NOT to Tender Any Options” box. If you do not clearly mark the “Elect to Tender All Eligible Options” box, your election with respect to all options will default to “Elect NOT to Tender Any Options. “ In that event your Eligible Options will not be amended and you will not become entitled to the cash payment with respect to your Eligible Options. In addition you will be solely responsible for the adverse tax consequences with respect to your options and any taxes interest or penalties incurred under IRC Section 409A and as applicable similar provisions of state law. You must elect to tender all or none of your Eligible Options.

þ Elect to Tender All Eligible Options o Elect NOT to Tender Any Eligible Options

						Fair
						Market
				Number of		Value of
		Exercise	Total	Option Shares		Stock on
Original		Price	Number of	Eligible for	Revised	Revised	Cash
Grant	Option	Per	Exercisable	Tender Offer	Grant	Grant	Payment	Total Cash
Date	Number	Share	Shares	Amendment	Date	Date	Per Share	Payment
Dec 10, 2003	4	$3.45	750	500	Dec 15, 2003	$3.15	$1.00	$500.00
Dec 10, 2004	5	$3.45	750	550	Dec 15, 2003	$3.15	$1.00	$550.00
Dec 10, 2005	6	$3.45	750	50	Dec 15, 2003	$3.15	$1.00	$50.00

EX-99.(A)(1)(I)

Exhibit (a)(1)(l)

Election Amendment Review (1 screenshot)

Election Amendment Review

You have made the following election with respect to your Eligible Options

						Fair
						Market
				Number of		Value of
		Exercise	Total	Option Shares		Stock on	Cash
Original		Price	Number of	Eligible for	Revised	Revised	Payment	Total	Amend All
Grant	Option	Per	Exercisable	Tender Offer	Grant	Grant	Per	Cash	Eligible
Date	Number	Share	Shares	Amendment	Date	Date	Share	Payment	Options?
Dec 10, 2003	4	$3.45	750	500	Dec 15, 2003	$3.15	$1.00	$500.00	þ Yes o No
Dec 10, 2004	5	$3.45	750	550	Dec 15, 2003	$3.15	$1.00	$550.00	þ Yes o No
Dec 10, 2005	6	$3.45	750	50	Dec 15, 2003	$3.15	$1.00	$50.00	þ Yes o No

Is this information correct? If yes, click PROCEED TO CONFIRMATION to continue. If no, click RETURN TO PREVIOUS SCREEN

EX-99.(A)(1)(J)

Exhibit (a)(1)(J)

Agreement to Terms of Election (4 screenshots)

Agreement to Terms of Election

1. As soon as practicable after the Amendment Date. Lam will return to me a final and completed Amendment to Stock Option Agreement with the adjusted exercise price for each amended option and Promise to Make Cash Payment that shows the dollar amount of the Cash Payment to which I will be entitled with respect to my Eligible Options.

2. If I cease to remain employed by Lam or any affiliated entity after I tender my Eligible Options but before Lam accepts these options for amendment, my Eligible Options will not be amended and I will not become entitled to any Cash Payment.

3. Until the Expiration Date I will have the right to change my election with respect to my Eligible Options. However, after that date I will have no further right to change my election with respect to my Eligible Options unless Lam does not accept my tendered Eligible Options before May 29, 2008, the 40th business day after commencement of the Offer. In that event I may revoke my election with respect to my tendered Eligible Options at any time prior to Lam’s acceptance of these options for amendment pursuant to the Offer.

4. The tender of my Eligible Options pursuant to the procedure described in Section 5 of the Offer and the Instructions to this Election Form will constitute my acceptance of all of the terms and conditions of the Offer Lam’s acceptance of my tendered Eligible Options for amendment pursuant to the Offer will constitute a binding agreement between Lam and me in accordance with the terms and subject to the conditions of the Offer.

5. I am the registered holder of the Eligible Options tendered hereby and my name employee identification number and other information appearing on the cover page of this Election Form are true and correct.

6. I am not required to tender my Eligible Options pursuant to the Offer. However, if I do not tender such options or if those options are not otherwise amended pursuant to the Offer, then I must take other action on my own with respect to those options in order to bring those options into compliance with Section 409A of the Internal Revenue Code and

Offer, then I must take other action on my own with respect to those options in order to bring those options into compliance with Section 409A of the Internal Revenue Code and thereby avoid adverse tax consequences.

7. Lam cannot give me legal tax or investment advice with respect to the Offer and has advised me to consult my own legal tax and investment advisor as to the consequences of participating or not participating in the Offer.

8. Under certain circumstances set forth in the Offer document Lam may terminate or amend the Offer and postpone acceptance and amendment of the tendered Eligible Options. In the event the Eligible Options tendered herewith are not accepted for amendment these options will be returned to me promptly following the expiration or termination of the Offer.

9. I understand that neither Lam nor Lam’s Board of Directors is making any recommendation as to whether I should tender my Eligible Options for amendment and that I must make my own decision whether to tender my Eligible Options taking into account my own personal circumstances and preferences. I understand that the amended options resulting from the amendment of my tendered Eligible Options may decline in value and may be “out of the money” when I decide to exercise those options. I further understand that past and current market prices of Lam’s common stock may provide little or no basis for predicting what the market price of Lam’s common stock will be when Lam amends my tendered option or at any other time in the future .

10. I hereby acknowledge that I have read the documents related to the Offer listed below

1. SCHEDULE TO — TENDER OFFER STATEMENT FILED WITH THE SEC
2. OFFER TO AMEND CERTAIN OUTSTANDING OPTIONS INCLUDING A SUMMARY
TERM SHEET AND QUESTIONS AND ANSWERS
3. INSTRUCTIONS TO ELECTION FORMS
4. FORM OF AMENDMENT TO STOCK OPTION AGREEMENT
5. FORM OF PROMISE TO MAKE CASH PAYMENT

11. I hereby elect to participate in the Offer with respect to my Eligible Options as previously identified and I hereby tender such Eligible Options for amendment in accordance with the Offer to Amend Certain Outstanding Options I agree that the options identified are the Eligible Options I hold I agree and understand that each of the Eligible Options which I have tendered pursuant to the Offer will be amended unless I submit a new, properly completed Election Form prior to the expiration of the Offer.

12. I further understand that I will receive an Acknowledgement of Receipt of Election Form via email at my Lam email address listed below within two business days after the submission of my Election Form on the Offer website. If I have not received an Acknowledgement of Receipt of Election Form in the timeframe prescribed. I agree that it is my responsibility to confirm that Lam has received my complete submission by emailing to lam409A@lamresearch.com a copy of the Acknowledgement of Receipt of Election Form that I will have printed from this Offer website at the time I submit my Election Form online

13. I acknowledge that the Offer and the other documents and communications regarding the Offer are being delivered to me electronically. Such means of electronic delivery may include but does not necessarily include, the delivery of a link to a Lam intranet site, the delivery of a document via email or such other means of delivery specified by Lam. By executing this Election Form. I acknowledge that I have read this provision and consent to the electronic delivery of the documents. I acknowledge that I may receive from Lam a paper copy of any documents delivered electronically at no cost to me by contacting Lam by telephone or in writing using the contact information on the Instructions to this Election Form. I further acknowledge that I will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails or I do not otherwise have access to the Offer website. Similarly, I understand that I must provide Lam with a paper copy of any documents if my attempted delivery of such documents electronically fails or I do not otherwise have access to the Offer website.

14. My electronic signature is required in order to participate in this Offer. By clicking on the I AGREE button below I am agreeing to the terms of the Election Form and to the use of an electronic signature which will make my election a binding agreement between Lam and me in accordance with the terms and conditions of the Offer

Email Address: WEBDEV@SOS-TEAM.COM

Email Address:	WEBDEV@S0S-TEAM.COM
Employee ID number:	456

EX-99.(A)(1)(K)

Exhibit (a)(1)(K)

Print Confirmation — Accept Offer (2 screenshots)

Print Confirmation

Name: REGULAR USER	Employee ID: 456
ADDRESS1 ADDRESS2 ADDRESS3 CITY CA 45645	Date: 4/2/2008 3:59:17 PM
USA	PDT

Your election has been recorded as follows:

Fair

Market

Number of

Value

Option

of

Shares

Stock

Exercise

Total

Eligible for

on

Cash

Amend

Price

Number of

Tender

Revised

Revised

Payment

Total

All

Original

Option

Per

Exercisable

Offer

Grant

Grant

Per

Cash

Eligible

Grant Date

Number

Share

Shares

Amendment

Date

Date

Share

Payment

Options?

Dec 10, 2003

4

$

3.45

750

500

Dec 15, 2003

$

3.15

$

1.00

$

500.00

þ Yes

o No

Dec 10, 2004

5

$

3.45

750

550

Dec 15, 2003

$

3.15

$

1.00

$

550.00

þ Yes

o No

Dec 10, 2005

6

$

3.45

750

50

Dec 15, 2003

$

3.15

$

1.00

$

50.00

þ Yes

o No

PRINT THIS PAGE by clicking the PRINT A CONFIRMATION button below and save a copy. This will serve as the Acknowledgement of Receipt of Election Form in the event our system does not register your election.

PRINT THIS PAGE by clicking the PRINT A CONFIRMATION button below and save a copy. This will serve as the Acknowledgement of Receipt of Election Form in the event our system does not register your election or provide you with an emailed “Acknowledgement of Receipt of Election Form” within two business days after your submission. If you do not receive a confirmation email within two business days after your submission, please forward a copy of your printed “Acknowledgement of Receipt of Election Form” via e-mail to lam409A@lamresearch.com.

EX-99.(A)(1)(L)

Exhibit (a)(1)(L)

Print Confirmation — Decline Offer (2 screenshots)

Print Confirmation

Name: REGULAR USER	Employee ID: 456
ADDRESS1 ADDRESS2 ADDRESS3 CITY CA 45645 USA	Date: 4/2/2008 4:01:49 PM PDT

Your election has been recorded as follows:

							Number of			Fair
			Exercise		Total		Option Shares			Market Value
Original			Price		Number of		Eligible for		Revised	of Stock		Cash				Amend All
Grant	Option		Per		Exercisable		Tender Offer		Grant	on Revised		Payment Per		Total Cash		Eligible
Date	Number		Share		Shares		Amendment		Date	Grant Date		Share		Payment		Options?
Dec 10, 2003		4	$	3.45		750		500	Dec 15, 2003	$	3.15	$	1.00	$	500.00	o Yes þ No
Dec 10, 2004		5	$	3.45		750		550	Dec 15, 2003	$	3.15	$	1.00	$	550.00	o Yes þ No
Dec 10, 2005		6	$	3.45		750		50	Dec 15, 2003	$	3.15	$	1.00	$	50.00	o Yes þ No

PRINT THIS PAGE by clicking the PRINT A CONFIRMATION button below and save a copy. This will serve as the Acknowledgement of Receipt of Election Form in the event our system does not register your election.

PRINT THIS PAGE by clicking the PRINT A CONFIRMATION button below and save a copy. This will serve as the Acknowledgement of Receipt of Election Form in the event our system does not register your election or provide you with an emailed “Acknowledgement of Receipt of Election Form” within two business days after your submission. If you do not receive a confirmation email within two business days after your submission please forward a copy of your printed “Acknowledgement of Receipt of Election Form” via e-mail to lam409A@lamresearch.com.

EX-99.(A)(1)(M)

Exhibit (a)(1)(M)

Election Information (1 screenshot)

     Election Information

Click on a link below to view detailed information on the Lam Tender Offer. Election Program

1. SCHEDULE TO — TENDER OFFER STATEMENT FILED WITH THE SEC
2. OFFER TO AMEND CERTAIN OUTSTANDING OPTIONS INCLUDING A
SUMMARY TERM SHEET AND QUESTIONS AND ANSWERS
3. INSTRUCTIONS TO ELECTION FORMS
4. FORM OF AMENDMENT TO STOCK OPTION AGREEMENT
5. FORM OF PROMISE TO MAKE CASH PAYMENT

EX-99.(A)(1)(N)

Exhibit (a)(1)(N)

Contact Information (1 screenshot)

Contact Info

To contact the Stock Option Administration Hotline

PHONE: 1-415-498-5018

EMAIL: lam409A@lamresearch.com

All inquiries will be responded to by the end of the following business day

EX-99.(A)(1)(O)

Exhibit (a)(1)(O)

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Delivery of Election Form. A properly completed and duly executed election form must be received by Lam Research Corporation by 11:59 p.m. Eastern Daylight Time on the Expiration Date.

Lam Research Corporation intends to disseminate an Acknowledgement of Receipt of Election Form via email to your Lam Research Corporation email address within two business days after your submission of your election form on the Offer website at https://lamrc.equitybenefits.com/. If you have not received an Acknowledgement of Receipt of Election Form in the timeframe prescribed, Lam Research Corporation recommends you email a copy of your Print Confirmation page you will have printed from the Offer website to the Lam Research Tender Offer Call Center at Lam409A@lamresearch.com prior to the expiration of the Offer.

You may change your election with respect to your Eligible Options at any time up to 11:59 p.m. Eastern Daylight Time on the Expiration Date. If the Offer is extended by Lam Research Corporation beyond that time, you may change your election with respect to your tendered Eligible Options at any time until the extended expiration date of the Offer. In addition, if Lam Research Corporation does not accept your tendered options by 9:00 p.m. Eastern Daylight Time on May 29, 2008, you may revoke your election with respect to your tendered options at any time thereafter until those options are accepted for amendment.

To validly change or revoke your election, you should access the Offer website at https://lamrc.equitybenefits.com/ and complete and deliver a new election form to Lam Research Corporation prior to the expiration of the Offer. You should print a copy of your revised election form and updated Print Confirmation page and keep those documents with your other records for the Offer. You may change your previously submitted elections as many times as you would like prior to the expiration of the Offer.

Lam Research Corporation will not accept any alternative, conditional or contingent tenders. All persons tendering Eligible Options will, by completing and executing the election form, waive any right to receive any notice of the acceptance of their tender, except as provided for in the Offer.

2. Tenders. If you intend to tender your Eligible Options pursuant to the Offer, you should log in to the Offer website at https://lamrc.equitybenefits.com/ and properly complete and duly execute the election form. If you elect to participate in the Offer, you must accept the Offer with respect to all of your Eligible Options.

3. Signatures on This Election Form. You must electronically sign this election form.

4. Requests for Assistance or Additional Copies. Any requests for assistance, as well as requests for paper copies of the Offer document or this election form may be directed to the Lam Research Tender Offer Call Center at (415) 498-5018 or Lam409A@lamresearch.com. Copies will be furnished promptly at Lam Research Corporation’s expense.

5. Irregularities. Lam Research will determine, at its sole discretion, all questions as to the validity, form, eligibility (including time of receipt) and acceptance of any elections or Eligible Options. Our determination of these matters will be final and binding on all parties. We reserve the right to reject any election form or any Eligible Options with respect to which elections have been made that we determine are not in appropriate form or that we determine are unlawful to accept. We will accept all Eligible Options with respect to which proper elections are made that are not validly withdrawn. We also reserve the right to waive any of the conditions of the Offer or any defect or irregularity in any election of any particular options or for any particular option holder, provided that if we grant any such waiver, it will be granted with respect to all option holders and Eligible Options with respect to which elections have been made. No elections will be deemed to have been properly made until all defects or irregularities have been cured by the option holder or waived by us. Neither we nor any other person is obligated to give notice of any defects or irregularities in elections, nor will

anyone incur any liability for failure to give any notice. Unless waived, any defects or irregularities in connection with the tender of an Eligible Option must be cured within such time as Lam Research shall determine. If the personalized election form available at https://lamrc.equitybenefits.com/ includes options that are not eligible for the Offer, Lam Research will not accept those options for amendment, but Lam Research does intend to accept for amendment any properly tendered Eligible Option set forth on each Eligible Option holder’s personalized election form.

6. Important Tax Information. You should refer to Section 15 of the Offer, which contains important U.S. federal tax information concerning the Offer. All Eligible Option holders with Eligible Options are strongly encouraged to consult with their own tax advisors as to the consequences of their participation in the Offer.

7. Copies. You should print a copy of this election form, after you have completed and signed it, and retain it for your records.

8. Paper Delivery. If you are not able to submit your election electronically via the Offer website as a result of technical failures inherent to the website, such as the website being unavailable or the website not accepting your election, or if you do not otherwise have access to the Offer website for any reason (including lack of internet services), you must complete a paper election form and return it to Lam Research Corporation via mail or overnight courier to: Lam Research Corporation, c/o Lam Tender Offer, 4650 Cushing Parkway, Fremont, CA 94538, or by fax to (510) 572-4442 before 11:59 p.m., Eastern Daylight Time, on Thursday, May 1, 2008. Only paper election forms that are completed, submitted, and actually received by us by mail, overnight courier, or fax, in accordance with the instructions above and by the deadline will be accepted. Election forms submitted by any other means or that are received after the deadline will not be accepted. The delivery of your election form is at your risk. To obtain a paper election form, please contact the Lam Research Tender Offer Call Center at (415) 498-5018 or Lam409A@lamresearch.com.

IMPORTANT: THE COMPLETED AND SIGNED ELECTION FORM MUST BE RECEIVED BY LAM RESEARCH CORPORATION BY 11:59 P.M. EASTERN DAYLIGHT TIME ON THE EXPIRATION DATE.

EX-99.(A)(1)(P)

Exhibit (a)(1)(P)

FORM OF ACKNOWLEDGEMENT OF RECEIPT OF ELECTION FORM
(PARTICIPANTS)

From: lam409A@lamresearch.com
Sent:
To:
Subject: Acknowledgement of Receipt of Election Form

Lam Acknowledgement of Receipt of Election Form

Date

Dear

Your Lam Stock Option Tender Offer election has been recorded as follows:

			Number of		Fair Market
		Exercise	Option Shares		Value of			Amend
Original		Price	Eligible for	Revised	Stock on	Cash	Total	All
Grant	Option	Per	Tender Offer	Grant	Revised	Payment	Cash	Eligible
Date	Number	Share	Amendment	Date	Grant Date	Per Share	Payment	Options?
								Y
								Y
								Y

If you have submitted your election electronically, we strongly encourage you to print this page and keep it for your records.

EX-99.(A)(1)(Q)

Exhibit (a)(1)(Q)

FORM OF ACKNOWLEDGEMENT OF RECEIPT OF ELECTION FORM
(NON-PARTICIPANTS)

From: lam409A@lamresearch.com
Sent:
To:
Subject: Acknowledgement of Receipt of Election Form

Date

Dear

We show that you have elected not to tender your Eligible Options pursuant to the Offer.

			Number of		Fair
			Option		Market
			Shares		Value of
		Exercise	Eligible for		Stock on			Amend
Original		Price	Tender	Revised	Revised	Cash	Total	All
Grant	Option	Per	Offer	Grant	Grant	Payment	Cash	Eligible
Date	Number	Share	Amendment	Date	Date	Per Share	Payment	Options?
								N
								N
								N

We want to make sure that you understand that your election not to tender means:

1.	You agree that you will pay all additional Federal and State tax penalties with respect to the non-tendered options;
2.	You decline the amendment of the non-tendered options; and
3.	You decline the cash payment, if applicable, in January of 2009.

If the above is not your intent, we encourage you to log back into the Tender Offer website to change your election before May 1, 2008. Alternatively, you may submit a new paper Election Form via mail or overnight courier to: Lam Research Corporation, c/o Lam Tender Offer, 4650 Cushing Parkway, Fremont, CA 94538, or by fax at 1-510-572-4442 before 11:59 P.M. Eastern Daylight Time, on Thursday, May 1, 2008. If we extend the Offer beyond May 1, 2008, you must change your election before the extended expiration date of the Offer. To access the Tender Offer website, click the following hyperlink: https://lamrc.equitybenefits.com/.

Log into the Tender Offer website using your ID and Password

Should you have any questions, please feel free to contact the Lam Research Tender Offer Call Center at 1-415-498-5018 or lam409A@lamresearch.com.

EX-99.(A)(1)(R)

Exhibit (a)(1)(R)

From: lam409A@lamresearch.com
Sent:
To:
Subject: Reminder Email — Complete your Election

REMINDER

DEADLINE: 11:59 P.M. EASTERN DAYLIGHT TIME MAY 1, 2008

The Offer to Amend Certain Outstanding Options will expire at 11:59 p.m. Eastern Daylight Time on May 1, 2008 unless we extend the Offer.

According to our records you have not yet submitted an Election Form for your Eligible Options. Participation in the Offer is voluntary, however, all individuals holding Eligible Options who wish to tender them for amendment must access the Offer website at https://lamrc.equitybenefits.com to complete the required Election Form in accordance with the instructions posted on that website or you may submit a paper Election Form via mail or overnight courier to: Lam Research Corporation, c/o Lam Tender Offer, 4650 Cushing Parkway, Fremont, CA 94538, or by fax at 1-510-572-4442 before 11:59 P.M. Eastern Daylight Time, on Thursday, May 1, 2008. The submission of the required documents must be made by the deadline indicated above. We cannot accept late submissions, and we therefore urge you to respond early to avoid any last minute problems.

If you do not want to accept the Offer with respect to your Eligible Options, please disregard this reminder. However, you will be solely responsible for any adverse tax consequences.

EX-99.(A)(1)(S)

Exhibit (a)(1)(S)

From: lam409A@lamresearch.com
Sent:
To:
Subject: Reminder Regarding the Expiration of the Lam Tender Offer

REMINDER

DEADLINE: 11:59 P.M. EASTERN DAYLIGHT TIME MAY 1, 2008

The Offer to Amend Certain Outstanding Options will expire at 11:59 p.m. Eastern Daylight Time on May 1, 2008 unless we extend the Offer.

According to our records you have not yet submitted an Election Form for your Eligible Options. Participation in the Offer is voluntary, however, all individuals holding Eligible Options who wish to tender them for amendment must access the Offer website at https://lamrc.equitybenefits.com to complete the required Election Form in accordance with the instructions posted on that website or you may submit a paper Election Form via mail or overnight courier to: Lam Research Corporation, c/o Lam Tender Offer, 4650 Cushing Parkway, Fremont, CA 94538, or by fax at 1-510-572-4442 before 11:59 P.M. Eastern Daylight Time, on Thursday, May 1, 2008. The submission of the required documents must be made by the deadline indicated above. We cannot accept late submissions, and we therefore urge you to respond early to avoid any last minute problems.

If you do not want to accept the Offer with respect to your Eligible Options, please disregard this reminder. However, you will be solely responsible for any adverse tax consequences.

EX-99.(A)(1)(T)

Exhibit (a)(1)(T)

ELECTION FORM

LAM RESEARCH CORPORATION
ELECTION FORM

OFFER TO AMEND CERTAIN OUTSTANDING OPTIONS,
DATED APRIL 3, 2008

THE OFFER EXPIRES AT 11:59 P.M., EASTERN DAYLIGHT TIME, ON THURSDAY, MAY 1, 2008,
UNLESS THE OFFER IS EXTENDED

Name:

[Employee Number: ] 

Address:

Before completing and signing this election form, Lam Research Corporation (the “Company”) strongly encourages you to make sure you have received, read and understood the documents made available to you in connection with the Company’s offer to amend certain outstanding options (the “Offer”), including: (1) the Offer to Amend Certain Outstanding Options, dated April 3, 2008 (as may be amended, the “Offer to Amend”); (2) the Announcement of Offer to Amend, dated April 3, 2008; and (3) the Instructions to this election form. The Offer is subject to the terms of these documents as they may be amended from time to time.

The Offer is a one-time voluntary opportunity for Eligible Option holders to elect to: (1) have certain outstanding stock options amended to increase their exercise price and (2) receive a cash payment with respect to the amendment of such options. The Offer is described in more detail in the Offer to Amend. The Offer expires on Thursday, May 1, 2008 at 11:59 p.m., Eastern Daylight Time, unless extended. PLEASE FOLLOW THE INSTRUCTIONS ATTACHED TO THIS ELECTION FORM.

If you choose to accept this Offer with respect to any of your Eligible Options, you must accept this Offer with respect to all of your Eligible Options. If you have previously exercised a portion of an Eligible Option, your election will apply only to the portion of such option that remains outstanding and unexercised on the expiration date. Vesting of any amended options on any date is subject to your continued employment with the Company through each relevant vesting date.

You may withdraw your election as to your Eligible Options by submitting a new properly completed and signed election form before the expiration date.

If you would like to accept the Offer, please indicate your election by checking the appropriate box below and completing and signing this election form. Please be sure to follow the Instructions, which are attached. YOUR PARTICIPATION IN THE OFFER IS COMPLETELY VOLUNTARY.

Indicate your decision to tender your Eligible Options identified below for amendment by checking the “Elect to Tender All Eligible Options” box. If you do not want to tender your Eligible Options for amendment, check the “Elect NOT to Tender Any Options” box. If you do not clearly mark the “Elect to Tender All Options” box, your election with respect to all options will default to “Elect NOT to Tender Any Options.” In that event, your Eligible Options will not be amended and you will not become entitled to the cash payment payable with respect to your Eligible Options. In addition, you will be solely responsible for the adverse tax consequences with respect to your options and any taxes, interest or penalties incurred under IRC Section 409A and, as applicable, similar provisions of state law. You must elect to tender all or none of your Eligible Options.

Please check the appropriate box:

o Elect to Tender All Eligible Options o Elect NOT to Tender Any Eligible Options

				Number of Option
				Shares Eligible For		Fair Market Value
		Exercise Price Per	Total Number of	Tender Offer		of Stock on Revised	Cash Payment Per
Original Grant Date	Option Number	Share	Exercisable Shares	Amendment	Revised Grant Date	Grant Date	Share	Total Cash Payment

If you elect to tender all of your Eligible Options, the Eligible Options for which this Offer is accepted will be amended on the next business day following the expiration date, which is expected to be Thursday, May 1, 2008 at 11:59 p.m., Eastern Daylight Time, unless the Offer is extended.

Employee Signature Date

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INSTRUCTIONS TO ELECTION FORM
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Delivery of Election Form. A properly completed and signed copy of this paper election form must be received by Lam Research Corporation (“Lam Research”) via mail or overnight courier to: Lam Research Corporation, c/o Lam Tender Offer, 4650 Cushing Parkway, Fremont, CA 94538, or by fax to (510) 572-4442 before 11:59 p.m., Eastern Daylight Time, on Thursday, May 1, 2008. Only paper election forms that are completed, submitted, and actually received by us by mail, overnight courier, or fax, in accordance with the instructions above and by the deadline will be accepted. Election forms submitted by any other means or that are received after the deadline will not be accepted. The delivery of your election form is at your risk. If we extend the Offer, you must submit your election form before any extended expiration date of the Offer.

In all cases, you should allow sufficient time to ensure timely delivery. We intend to confirm the receipt of your election form by e-mail to your Lam Research Corporation email address within two business days. If you have not received an e-mail confirmation that we have received your election form, we recommend that you confirm that we have received it. If you need to confirm receipt, please contact the Lam Research Tender Offer Call Center at (415) 498-5018 or Lam409A@lamresearch.com. Lam Research recommends you keep a copy of any election form that you submit and proof of transmittal in case you are asked to provide evidence of timely submission.

Our receipt of your election form is not by itself an acceptance of your election. For purposes of this Offer, we will be deemed to have accepted your election form and the options with respect to which a proper election has been made and is not properly withdrawn as of the time when we give written or electronic notice to the option holders generally of our acceptance of elections.

2. Withdrawal or Change of Elections. You may withdraw or change your election with respect to your Eligible Options at any time before the deadline of 11:59 p.m., Eastern Daylight Time, on Thursday, May 1, 2008 unless the Offer is extended. If the Offer is extended beyond that time, you may change your election at any time until the extended expiration of the Offer. In addition, if Lam Research does not accept your tendered options by May 29, 2008, you may revoke your election at any time thereafter until your Eligible Options have been accepted for amendment. To validly withdraw or change your election, you may submit a new election form by mail, overnight courier, or fax so that it is received before the Offer expires. You may change your previously submitted elections as many times as you would like prior to the expiration of the Offer. You should keep a copy of any election form you submit for your records.

Lam Research will not accept any alternative, conditional or contingent tenders. All persons tendering Eligible Options will, by completing and executing the Election Form, waive any right to receive any notice of the acceptance of their tender, except as provided for in the Offer to Amend.

3. Tenders. If you decide to accept this Offer with respect to any of your Eligible Options, you must tender all of your Eligible Options for amendment. You may not tender only some, but not all, of your Eligible Options and retain the balance. If you intend to accept the Offer with respect to your Eligible Options, you must check the applicable box on the cover page of this election form. You must submit this form by following the procedures described in Instruction 1.

4. Signatures on This Election Form. You must sign and date this election form.

5. Requests for Assistance or Additional Copies. Any requests for assistance, as well as requests for additional copies of the Offer to Amend, this election form, or any other document referred to in this election form, may be directed to the Lam Research Tender Offer Call Center at (415) 498-5018 or Lam409A@lamresearch.com. Copies will be furnished promptly at no charge to you.

6. Irregularities. Lam Research will determine, at its sole discretion, all questions as to the validity, form, eligibility (including time of receipt) and acceptance of any elections or Eligible Options. Our determination of these matters will be final and binding on all parties. We reserve the right to reject any election form or any Eligible Options with

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respect to which elections have been made that we determine are not in appropriate form or that we determine are unlawful to accept. We will accept all Eligible Options with respect to which proper elections are made that are not validly withdrawn. We also reserve the right to waive any of the conditions of the Offer or any defect or irregularity in any election of any particular options or for any particular option holder, provided that if we grant any such waiver, it will be granted with respect to all option holders and Eligible Options with respect to which elections have been made. No elections will be deemed to have been properly made until all defects or irregularities have been cured by the option holder or waived by us. Neither we nor any other person is obligated to give notice of any defects or irregularities in elections, nor will anyone incur any liability for failure to give any notice. Unless waived, any defects or irregularities in connection with the tender of an Eligible Option must be cured within such time as Lam Research shall determine. If the table listing Eligible Options in this election form includes options that are not eligible for the Offer, Lam Research will not accept those options for amendment, but Lam Research does intend to accept for amendment any properly tendered Eligible Option set forth in that table.

7. Important Tax Information. You should refer to Section 15 of the Offer to Amend, which contains a discussion of the material U.S. federal tax information concerning the Offer. You are encouraged to consult with your personal tax advisor to discuss the tax consequences of your participating in the Offer.

8. Copies. You should make a copy of the election form, after you have completed, signed and dated it, and retain the copy for your records.

IMPORTANT: THE COMPLETED AND SIGNED ELECTION FORM MUST BE RECEIVED BY LAM RESEARCH CORPORATION BY 11:59 P.M. EASTERN DAYLIGHT TIME ON THE EXPIRATION DATE.

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EX-99.(A)(1)(U)

Exhibit (a)(1)(U)

FORM OF PROMISE TO MAKE CASH PAYMENT

To:

In exchange for your agreement to amend your Eligible Options as indicated by your election form, Lam Research Corporation (“Lam Research”) hereby promises to pay you a cash payment in the amount of $______ ([                    ]). This payment will not be subject to any vesting conditions or otherwise be subject to forfeiture. This payment will be paid, less applicable tax withholding, on the first payroll date in January 2009.

This Promise to Make Cash Payment is subject to the terms and conditions of the Offer as set forth in the Offer to Amend dated April 3, 2008, the Eligible Options and the election form (collectively, the “Offer Documents”), all of which are incorporated herein by reference. This Promise to Make Cash Payment, the Offer Documents, the Amendment to Stock Option Agreement, the Option Agreement and the Company’s Amended and restated 1999 Stock Option Plan reflect the entire agreement between you and Lam Research with respect to this transaction. This Promise to Make Cash Payment may be amended only by means of a writing signed by you and an authorized officer of Lam Research.

LAM RESEARCH CORPORATION
By:
	Title:

EX-99.(A)(1)(V)

Exhibit (a)(1)(V)

LAM RESEARCH CORPORATION
FORM OF AMENDMENT TO STOCK OPTION AGREEMENT

This Amendment made by Lam Research Corporation (the “Company”), shall be effective on the date it is executed by a duly authorized officer of the Company.

     WHEREAS, the Company previously granted to [name] (the “Optionee”) the options identified on attached Schedule I (the “Options”) to purchase shares of the Company’s common stock under the Company’s Amended and restated 1999 Stock Option Plan (the “Plan”);

     WHEREAS, the Company issued to the Optionee a written Option Agreement (each, an “Option Agreement”) evidencing such Options; and

     WHEREAS, Optionee has elected to amend each of the Options to increase the exercise price thereof, pursuant to the terms of the Offer to Amend Certain Outstanding Options, dated April 3, 2008, and the Optionee’s duly completed and submitted election form.

     NOW THEREFORE, it is hereby agreed as follows:

     1. Increased Exercise Price. The exercise price per share set forth in the Option Agreement for each of the Options listed on Schedule I is hereby increased to the higher exercise price per share set forth for that Option on Schedule I.

     2. Entire Agreement. This Amendment, together with the Promise to Make Cash Payment, the Option Agreement and the applicable Plan under which each Option is outstanding, represents the entire agreement of the parties with respect to the Options and supersedes any and all previous contracts, arrangements or understandings between the parties with respect to such Options. The Option Agreement, as amended by this Amendment, may be amended at any time only by means of a writing signed by the Optionee and an authorized officer of the Company.

     3. Continuation of Option Agreements. Except for the foregoing increases to the exercise prices per share for the Options, no other terms or provisions of the Option Agreements for such Options or the Plan have been modified as a result of this Amendment, and those terms and provisions shall continue in full force and effect.

IN WITNESS WHEREOF, this Amendment has been executed on behalf of Lam Research Corporation by a duly authorized officer as of May 2, 2008.

LAM RESEARCH CORPORATION
By:
	Name:
	Title:

EX-99.(A)(1)(W)

Exhibit (a)(1)(W)

FORM OF CONFIRMATION OF FINAL ELECTION
(POST-EXPIRATION DATE FOR OFFER PARTICIPANTS)

To:	[Employee’s Name]
From:	Lam Research Corporation
Subject:	Final Election Confirmation

We are pleased to announce that we have completed our offer to amend certain of your outstanding options. Enclosed is a summary of your amended stock options, a Promise to Make Cash Payment, and an Amendment to Stock Option Agreement. The summary lists all of your amended options, the original and amended exercise prices, and the cash amount that will be paid to you in respect of the amended options. The cash amounts displayed are gross amounts and will have applicable taxes and deductions withheld.

Please note that the cash payment to be made to you for each option is based on the difference between the amended exercise price and the original exercise price, multiplied by the number of shares covered by such option, less applicable tax withholding. Your cash payment will be paid to you on the first payroll date in January 2009. The remaining terms and conditions of your stock options will be unchanged.

We are in the process of updating our database and your personal account information to reflect the amendments and anticipate completing this process within several business days following the expiration date of the offer. Once we have completed updating our database, you will be able to exercise your amended options in accordance with their terms.

Please contact the Lam Research Tender Offer Call Center at (415) 498-5018 with any questions regarding this notice.

EX-99.(A)(1)(X)

Exhibit (a)(1)(X)

FORM OF CONFIRMATION OF FINAL ELECTION
(POST-EXPIRATION DATE FOR OFFER NON-PARTICIPANTS)

To:	[Employee’s Name]
From:	Lam Research Corporation
Subject:	Final Election Confirmation

We are pleased to announce that we have completed our offer to amend certain of your outstanding options. You have elected not to amend your Eligible Option(s) described below. As a result, your Eligible Option(s) have not been amended to reflect the applicable corrected exercise price and you will not receive the cash payment described in the Offer to Amend Certain Outstanding Options.

Please contact the Lam Research Tender Offer Call Center at (415) 498-5018 with any questions regarding this notice.