SUPPLEMENTAL SECONDMENT AND TRANSFER AGREEMENT

THIS SUPPLEMENTAL SECONDMENT AND TRANSFER AGREEMENT (this "Agreement") is made and entered into as of July 1, 2005 (the "Effective Date"), by and between Spansion Japan Limited, a Japanese corporation (the "Company"), and Fujitsu Limited, a Japanese corporation ("Fujitsu"). The Company and Fujitsu are hereinafter also referred to as the "Parties" and individually as a "Party".

RECITALS

WHEREAS, in 1993, Fujitsu and Advanced Micro Devices, Inc., a Delaware corporation ("AMD"), entered into a joint venture arrangement, pursuant to which they formed the Company for the purpose of manufacturing wafers for flash memory products (such arrangement, the "Original Spansion Venture");

WHEREAS, pursuant to that certain Amended and Restated Limited Liability Company Operating Agreement of Spansion LLC dated as of June 30, 2003 and amended as of May 20, 2005 (the "LLC Operating Agreement"), AMD and Fujitsu restructured and expanded the Original Spansion Venture, resulting in the formation of a new joint venture company, Spansion LLC (formerly known as FASL LLC), a Delaware limited liability company ("Spansion LLC"), that engages in the design, manufacture and marketing of flash memory products;

WHEREAS, the Company is a subsidiary of Spansion LLC;

WHEREAS, as contemplated by the LLC Operating Agreement, Fujitsu seconded and transferred certain of its employees to the Company on the terms and conditions set forth in that certain Secondment and Transfer Agreement dated as of June 30, 2003 (the "Original Secondment and Transfer Agreement") by and between the Parties;

WHEREAS, the Parties desire to confirm their agreement regarding the return to Fujitsu, as of June 30, 2005, of an employee of Fujitsu who had been seconded to the Company on the terms and conditions set forth in the Original Secondment and Transfer Agreement; and

WHEREAS, the Parties desire for Fujitsu to (i) continue seconding certain of its employees to the Company on the terms and conditions set forth in this Agreement and (ii) upon the expiration of such supplemental secondment period, either transfer certain such employees to the Company or return certain such employees to Fujitsu, in each case, the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and other terms and conditions contained herein, the Parties agree as follows:

AGREEMENT

1. DEFINITIONS; INTERPRETATION

1.1 Terms Defined in this Agreement. The following terms when used in this Agreement shall have the following definitions:

1.1.1 "Affiliates" of a Person means any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person. The term "control" (including, with correlative meaning, the terms "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. A Person shall be deemed an Affiliate of another Person only so long as such control relationship exists.

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