An integrated circuit and method of forming an integrated circuit having a memory portion minimizes an amount of oxidation of nanocluster storage elements in the memory portion. A first region of the integrated circuit has non-memory devices, each having a control electrode or gate formed of a single conductive layer of material. A second region of the integrated circuit has a plurality of memory cells, each having a control electrode of at least two conductive layers of material that are positioned one overlying another. The at least two conductive layers are at substantially a same electrical potential when operational and form a single gate electrode. In one form each memory cell gate has two polysilicon layers overlying a nanocluster storage layer.