FORM OF AMENDED AND RESTATED
GENERAL ADMINISTRATIVE SERVICES AGREEMENT

This AMENDED AND RESTATED GENERAL ADMINISTRATIVE SERVICES AGREEMENT (this "Agreement"), is made and entered into as of, 2005, (the "Amendment Date") by and between SPANSION INC., a Delaware corporation ("Spansion"), on behalf of itself and its Affiliates, and FUJITSU LIMITED, a corporation organized under the laws of Japan ("Fujitsu"), on behalf of itself and its Affiliates. Spansion and Fujitsu are hereinafter collectively referred to as the "Parties"and individually as a "Party."

RECITALS

WHEREAS, in connection with the creation of Spansion LLC, Spansion Inc.'s predecessor, the Parties executed a General Administrative Services Agreement dated as of June 30, 2003 (the "Effective Date"); and

WHEREAS, the Parties hereby desire to amend and restate that General Administrative Services Agreement.

NOW, THEREFORE, in consideration of the mutual representations, covenants and other terms and conditions contained herein, the Parties hereby amend and restate that General Administrative Services Agreement and agree as follows:

1. DEFINITIONS

1.1 Definitions. The defined terms used in this Agreement shall have the meanings set forth in Exhibit 1 or as defined in the text below.

1.2 Interpretation. 

(a) Certain Terms. The words "hereof," "herein," "hereunder" and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement. The term "including" is not limited and means "including without limitation."

(b) Section References; Titles and Subtitles. Unless otherwise noted, all references to Sections, Schedules and Exhibits herein are to Sections, Schedules and Exhibits of this Agreement. The titles, captions and headings of this Agreement are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. 

(c) References to Persons, Agreements and Statutes. Unless otherwise expressly provided herein, (i) references to a person or Entity include its successors and permitted assigns, (ii) references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments, restatements and other modifications thereto or supplements thereof and (iii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such statute or regulation. In addition, any references to "either Party" and/or the "other Party," etc. shall be deemed to refer to Fujitsu and Spansion, respectively, as the context indicates.

2. TERM

2.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue until 23:59 (Pacific Daylight Time) on June 30, 2007, or such earlier date upon which this Agreement may be terminated in accordance with its terms (the "Initial Term").

2.2 Extension. The Parties may extend the Initial Term of this Agreement by mutual written agreement; each such agreed upon extension period shall be referred to as an "Extension Period."

3. MANAGEMENT, COMMUNICATION, INFORMATION AND ESCALATION RIGHTS

3.1 In General.

Spansion shall have day-to-day management control over its receipt of the Services. Subject to the terms of this Agreement, this will include decisions regarding

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