SPANSION EXECUTIVE DEFERRED COMPENSATION PLAN AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2008

1.1

Definitions . Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary.

(a)

Account : The Plan account holding Participant’s Deferred Compensation as well as Company Matching Contribution Amounts, if any, for such Participant, plus earnings and losses thereon. Participant’s Deferred Compensation and Company Matching Contributions, if any, shall be segregated into Grandfathered Benefits and 409A Benefits and separately accounted for as set forth in Article IV.

(b)

Base Salary : A Participant’s annual base salary excluding bonus, sales incentive compensation, profit sharing, and all other remuneration for services rendered to Company and prior to reduction for any salary contributions to a plan established pursuant to Code Section 125 or qualified pursuant to Code Section 401(k).

(c)

Beneficiary or Beneficiaries : The person or persons, including a trustee, personal representative or other fiduciary, last designated in writing by a Participant or alternate payee in accordance with Article 8.4.

(d)

Board : The Board of Directors of Spansion Inc.

(e)

Bonus : Bonuses or sales incentive compensation paid under the plan(s) listed on Exhibit A, as such Exhibit may be revised from time to time.

(f)

Code : The Internal Revenue Code of 1986, as amended from time to time.

(g)

Committee : A committee appointed by the Board to administer the Plan in accordance with Article X, and/or such committee’s agents and designees and vendors retained by such agents and designees.

(h)

Company : Spansion Inc., a corporation organized and existing under the laws of the State of Delaware. Where applicable, Company also shall mean Spansion LLC.

(i)

Company Contribution Account : The bookkeeping sub account maintained by the Company for each Participant that is credited with Company Matching Contributions, if any, as permitted pursuant to Article III, and earnings and losses on such amounts credited or debited pursuant to Article 4.2.

(j)

Company Matching Contribution : The discretionary amount, if any, contributed by the Company or a Participating Employer, at each company’s sole discretion, as a matching contribution for each Participant for a Plan Year. Such amount may differ from Participant to Participant both in amount and as percentage of Compensation.

(k)

Compensation : Base Salary and Bonuses earned by the Participant for services rendered to the Company during a Plan Year.

(l)

Deferred Compensation : Amounts contributed to the Plan from a Participant’s Base Salary and/or Bonus.

(m)

Deferral Account : The bookkeeping sub account maintained by the Company for each Participant to which is credited Deferred Compensation pursuant to Article 3.1, and earnings and losses on such amounts credited or debited pursuant to Article IV.

(n)

Disability : A Participant shall be considered to have a “disability” if he or she (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering the Employee that is sponsored by the Company.

(o)

Distributable Amount : The balance in the Participant’s Deferral Account and Company Contribution Account.

(p)

Early Distribution : An election by a Participant in accordance with Article VII to receive a withdrawal of amounts from his Grandfathered Benefits Sub account prior to the time at which such Participant would otherwise be entitled to such amounts under his existing distribution elections.

(q)

Effective Date : January 1, 2008, except as otherwise provided herein.

(r)

Election Period : The period prior to each Plan Year during which employees may make elections to defer compensation under the Plan’s terms.

(s)

Eligible Employee : An Employee of the Company or a Participating Employer whose position is at director level or above.

(t)

Employee : Any individual on the payroll of the Company or a Participating Employer whose wages are subject to withholding for purposes of Federal income taxes and for purposes of the Federal Insurance Contributions Act.

(u)

ERISA : The Employee Retirement Income Security Account of 1974, as amended from time to time.

(v)

409A Benefits : The portion of a Participant’s Account credited for Plan Years beginning on and after January 1, 2005.

(w)

Grandfathered Benefits : The portion of a Participant’s Account credited for Plan Years beginning prior to January 1, 2005.

(x)

Initial Election Period : The 30-day period immediately following the date an individual becomes an Eligible Employee.

(y)

Investment Fund(s) or Fund : The investment fund(s) designated by the Committee from time to time, at its sole discretion, for the hypothetical investment of Participants’ Accounts pursuant to Article V.

(z)

Participant : An Eligible Employee participating in the Plan in accordance with the provisions of Article II.

(aa)

Participating Employer : A controlled group member company, an affiliated management or service group member company, a subsidiary or joint venture of the Company, or other related business entity as defined in Code Sections 414(b), (c) or (m); provided any determination under Code Sections 414(b) or (c) shall be made by replacing the generally applicable references to eighty percent (80%) common control with a level of common ownership of not less than fifty percent (50%).

(bb)

Plan : The Spansion Executive Deferred Compensation Plan, as amended from time to time. Until January 1, 2008, the Plan was called the Spansion Executive Investment Account Plan.

(cc)

Plan Year : Every January 1 through December 31.

(dd)

Scheduled Withdrawal Date : The distribution date elected by the Participant for an in-service withdrawal of amounts from such Accounts deferred in a given Plan Year, and earnings and losses attributable thereto.

(ee)

Separation From Service or Separates from Service : The termination of a Participant’s employment with the Company or with a Participating Employer in accordance with the Company’s policies and procedures that is not an authorized leave of absence (as determined under the Company’s or Participating Employer’s standard leave policies); provided, however, that the Company or Participating Employer and the Participant reasonably anticipate that no further services will be performed after the termination date or that the level of bona fide services the Participant will perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than 20 percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Company or Participating Employer if the Participant has been providing services to the Company or Participating Employer for less than 36 months). For this purpose, a transfer of a Participant’s employment to a subsidiary or affiliate of the Company shall not be treated as a “Separation from Service” with the Company if the Company is under “common control” with the subsidiary or affiliate. For this purpose, “common control” shall be determined as provided in Code Section 414(b) or 414(c), but using a common ownership level of not less than fifty percent (50%). Notwithstanding the preceding, any determination of Separation from Service shall be consistent with the requirements of Treasury Regulations Section 1.409A-1(h).

(ff)

Specified Employee : The term “Specified Employee” means Spansion’s Corporate Vice Presidents, Executive Vice Presidents and Chief Executive Officer.

(gg)

Unforeseeable Financial Emergency : A severe financial hardship to the Participant resulting from any of the following:

(1)

An illness or accident of the Participant or the illness or accident of the Participant’s spouse or dependent (as defined in Code Section 152(a));

(2)

Loss of the Participant’s property due to casualty; or

(3)

Any other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control.

(hh)

Valuation Date : Each day the Nasdaq is open for business.

1.2

Number and Gender . Wherever appropriate herein, words used in the singular shall be considered to include the plural, and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender.

1.3

Headings . The headings of Articles and Sections herein are included solely for convenience, and if there is any conflict between such headings and the text of the Plan, the text shall control.

2.1

Participation .

(a)

Prior to the first day of each Plan Year, each Eligible Employee will be offered an opportunity to elect to defer Compensation for the following year. Any such Eligible Employee shall become a Participant in the Plan by electing to defer a portion of his Compensation by submitting an election that conforms to the requirements of the Plan, on a form or electronic method provided by the Committee.

(b)

A Participant who transfers employment from the Company to a Participating Employer shall continue to be classified as a Participant for purposes of this Plan.

(c)

Notwithstanding subsection (a) above, if an Employee first becomes an Eligible Employee on a date outside of the annual deferral election period held in the Plan Year in which he became so eligible, such Eligible Employee may make a deferral election within the 30-day period following the date he becomes an Eligible Employee.

3.1

Participant’s Deferred Compensation . Each Participant may elect to defer a portion of his Compensation in accordance with this Article III.

(a)

General Rule . A Participant may elect to defer Compensation earned on or after the time at which the Participant elects to defer in accordance with Article 2.1 and the amount shall be a flat dollar amount or a percentage, not to exceed 50 percent (50%) of the Base Salary and/or one-hundred percent (100%) of the Bonuses, provided that the total amount of Deferred Compensation shall be limited in any calendar year if necessary, to satisfy Social Security Tax (including Medicare), income tax and employee benefit plan withholding requirements as determined in the sole and absolute discretion of the Committee.

(1)

A Participant’s initial election to defer Compensation shall be made prior to the end of his Initial Election Period and shall be effective with respect to Compensation received after such deferral election is processed and shall be irrevocable for that Plan Year.

(2)

Other than Article 3.1(a)(1) above, A Participant’s election to defer Compensation for any Plan Year shall be made during the Election Period for the Plan Year and shall be irrevocable for such Plan Year.

(b)

Cancellation of Deferral Election . A Participant may not cancel or modify his Compensation Deferral election applicable to a Plan Year at any time during that Plan Year.

(c)

Crediting of Deferrals . Compensation deferrals made by a Participant shall be credited to such Participant’s Deferral Account as of a date determined in accordance with procedures established from time to time by the Committee.

3.2

Company Contribution Account . The Committee shall establish and maintain a Company Contribution Account for each Participant in the Plan. As of any date or dates selected by the Company, the Company may credit a Participant’s Company Contribution Account with an amount of Company Matching Contributions, if any, which the Company in its sole discretion shall determine. Such credits may be made on behalf of some Participants but not others, and such credits may vary in amount among individual Participants. Each Participant’s Company Contribution Account shall be further divided into separate investment fund sub accounts corresponding to the investment fund(s) elected by the Participant pursuant to Article V.

3 . 3.

Trust Establishment and Funding . The Company may, but is not obligated to, establish a grantor trust of the Company with an institutional trustee to set aside assets to fund its obligations under this Plan. Although the principal of the trust and any earnings thereon shall be held separate and apart from other funds of the Company and would be used exclusively for the uses and purposes of Plan Participants and Beneficiaries, neither the Participants nor their Beneficiaries would have any preferred claim on, or any beneficial ownership in, any assets of the trust prior to the time such assets are paid to the Participants or Beneficiaries as benefits and all rights created under this Plan shall be unsecured contractual rights of Plan Participants and Beneficiaries against the Company. Any assets held in a trust established by the Company to fund its obligations under this Plan will be subject to the claims of the Company’s general creditors under federal and state law in the event of insolvency as defined in applicable trust agreement.

4.1

Account Records . The Committee shall create and maintain adequate records reflecting the interests under the Plan of each Participant, former Participant and Beneficiary. Such records shall consist of Participants’ Accounts (including applicable sub accounts) reflecting all credits and debits made to such Accounts in the manner described in this Article IV.

(a)

Deferred Compensation shall be credited to the Participant’s Deferral Account.

(b)

Company Matching Contributions, if any, shall be credited to the Participant’s Company Contribution Account.

(c)

Each Participant’s Account, which is initially divided into his Deferral Account and Company Contribution Account, shall be further segregated into separate sub accounts for Grandfathered Benefits and 409A Benefits, each of which shall be accounted for separately.

(1)

Grandfathered Benefits shall be credited into a sub account with that portion of a Participant’s Deferral Account and Company Contribution Account, if any, as applicable, that was 100% vested as of December 31, 2004.

(2)

409A Benefits shall be credited into a sub account with that portion of a Participant’s Deferral Account and Company Contribution Account, if any, as applicable, that was not 100% vested as of December 31, 2004, and with all subsequent amounts credited to the Participant’s Account for Plan Years beginning on and after January 1, 2005.

4.2

Allocation of Net Income or Loss and Changes in Value . The Committee shall credit allocable net income (net loss) to each Participant’s Account according to the hypothetical investments made by a Participant pursuant to the terms of Article V.

(a)

As of each Valuation Date, the Committee shall determine the fair market value and net income (net loss) of each Investment Fund for the period elapsed since the immediately preceding Valuation Date. The net income (or net loss) of each Investment Fund since the immediately preceding Valuation Date shall be ascertained by the Committee in such manner as it deems appropriate, which may include expenses, if any, of administering the Investment Fund and the Plan.

(b)

As of each Valuation Date the Committee shall credit allocable net income (or net loss), to each Participant’s Account based on the hypothetical investments elected by such Participant as provided in Article V. Each Participant’s Account shall be credited with (or debited for) that portion of such net income (or net loss) which occurred since the immediately preceding Valuation Date.

(c)

Prior to the allocation of any income or loss under this Section, the value of each Participant’s Account shall be reduced by the amount of any distributions made there from since the immediately preceding Valuation Date.

(d)

So long as there is a balance credited to any Account, such Account shall continue to share in earnings (or loss) allocations pursuant to this Section IV.

5.1

Investment Elections . For purposes of crediting earnings and losses and valuation of each Participant’s Account, each Participant’s Account shall be deemed to be invested in the Investment Funds.

5.2

Designation of Investment Funds .

(a)

At the time of making the deferral elections described in Article 3.1, the Participant shall designate, on a form or electronic system provided by the Committee, the investment fund(s) in which the Participant’s Account will be deemed to be invested for purposes of determining the amount of earnings to be credited to that Account. Such Participant may designate one or more of such Investment Funds for the investment of the amounts credited to such Account in such increments as the Committee may prescribe.

(b)

The Committee shall from time to time select, add, and/or delete Investment Funds for purposes of the investment of Participants’ Accounts.

(c)

If a Participant fails to make a proper designation, then his Account shall be deemed to be invested in the Investment Fund or Investment Funds designated by the Committee from time to time.

(d)

A Participant may change his investment designation for either current Account balances or future amounts to be credited to his Account, or both, over which he has been given investment discretion by the Committee. Any such change shall be made in accordance with the procedures established by the Committee, and the frequency of such changes may be limited by the Committee.

(e)

A Participant’s investment designations shall be made solely for purposes of crediting earnings and/or losses to his Account under Section 4.2 of this Plan. The Committee shall not, in any way, be bound to actually invest any amounts set aside pursuant to Article XI below to satisfy its obligations under this Plan in accordance with such selections.

7.1

General Rules .

(a)

Benefit Amount. A Participant’s Plan benefit shall be the value of his Account is determined as of the end of the month immediately preceding the time of payment of such Account in accordance with Article 7.2 or Article 7.3, as applicable.

7.2

Rules Governing Grandfathered Benefits Only .

(a)

In-Service Distributions With Scheduled Withdrawal Date(s). Consistent with the Plan’s prior terms and operation, a Participant may at any time make an irrevocable election, effective not earlier than one year from the date the election is filed, to have his Grandfathered Benefits paid to him on up to four fixed dates as specified in such election.

(1)

The amount(s) designated in Article 7.1(a)(1), above, shall be paid as soon as practicable after the Participant’s Scheduled Withdrawal Date(s), as determined in accordance with Section 1.1(dd).

(2)

A Participant may extend the Scheduled Withdrawal Date for any Plan Year, provided such election is made at least one year before the Scheduled Withdrawal Date. The Participant shall have the right to twice so modify any Scheduled Withdrawal Date.

(3)

If a Participant separates from service prior to the Scheduled Withdrawal Date, other than by reason of death, the portion of the Participant’s Account associated with a Scheduled Withdrawal Date that has not occurred prior to such termination, shall be distributed in a lump sum.

(4)

In the event that a Participant designates a Scheduled Withdrawal Date for some or all contributions made to his Account for a Plan Year, the amount subject to such distribution election shall be accounted for in a manner which allows separate accounting for the deferral of Compensation and investment gains and losses associated with such Plan Year’s deferral of Compensation.

(b)

In-Service Distribution Without Scheduled Withdrawal Date. A Participant shall be permitted to elect an Early Distribution from his Account prior to the elected payment date, subject to the following restrictions:

(1)

The election to take an Early Distribution shall be made by making an election pursuant to the Plan’s then current administrative procedures.

(2)

The amount of the Early Distribution may equal up to ninety percent (90%) of the Participant’s Grandfathered Benefits. An amount equal to ten percent (10%) of the amount of the Early Distribution shall be permanently forfeited from Participant’s Account and the Company shall have no obligation to the Participant or his Beneficiary with respect to such forfeited amount.

(3)

The amount described in Article 7.1(b)(2), above, shall be paid in cash in a single lump sum distribution as soon as practicable after the end of the calendar month in which the Early Distribution election is received.

(4)

If a Participant receives an Early Distribution of either all or a part of his Grandfathered Benefits the Participant will be ineligible to participate in the Plan for at least twelve (12) consecutive months following the date of distribution. This suspension period shall begin as soon as administratively feasible; provided, however, that, to the extent required to comply with Code Section 409A, it shall be delayed until the first day of the immediately following Plan Year.

(5)

All Early Distributions shall be made on a pro rata basis from a Participant’s Deferral Account and Company Contribution Account and each Investment Fund in such sub account.

7.3

Rules Governing 409A Benefits Only .

(a)

Scheduled In-Service Distributions .

(1)

At the time a Participant makes his deferral election for a Plan Year, the Participant may also file an irrevocable election to have all the amount credited to his 409A Benefits for such Plan Year paid directly to him in a single lump sum cash payment on a designated date This election shall be irrevocable as of the date the election is made.

(2)

Distribution made pursuant to an election filed under this subsection may not commence until at least one (1) full year has elapsed following the date that such election is made.

(3)

The amount(s) designated in Article 7.3(a)(1), above, shall be paid as soon as practicable after the Scheduled Withdrawal Date(s), as determined in accordance with Section 1.1(dd).

(4)

The distribution election may be modified by the Participant to provide that the date on which distribution is to be made or commence shall be a date subsequent to the date payment would otherwise be made or commence; provided, however, that the following requirements are also met:

A.

The Participant must submit this election at least twelve (12) months prior to the date the payment is scheduled to be made (or the installment payments are scheduled to commence) pursuant to the existing distribution election.

B.

The new election will not be effective until twelve (12) months have elapsed after the date on which the new election is received.

C.

The new election provides that payment will not be made or commence for at least five (5) years