AMENDMENT NO. 5 TO THE AMENDED AND RESTATED FUJITSUDISTRIBUTION AGREEMENT DATED DECEMBER 21, 2005

Exhibit 10.1(c)

AMENDMENT NO. 5 TO THE AMENDED AND RESTATED

FUJITSU DISTRIBUTION AGREEMENT DATED

DECEMBER 21, 2005

This AMENDMENT NO. 5 (this “Amendment No. 5” ) to the Amended and Restated Fujitsu Distribution Agreement dated December 21, 2005, as amended effective as of October 1, 2007, September 30, 2008, January 15, 2009 and February 23 2009, originally entered into between Spansion Inc., a Delaware corporation (“Spansion”), and Fujitsu Limited, a Japanese corporation (“Fujitsu”), and succeeded to by Fujitsu Microelectronics Limited, a Japanese corporation (“FML”), effective as of March 21, 2008 (the “Agreement”), is entered into as of the dates set forth below and effective as of April 23 2009.

Whereas, Spansion and FML wish to further extend the Agreement and modify the Agreement, it is agreed that the Agreement shall be amended as follows:

This Agreement will be effective as of the Effective Date, and will continue in full force and effect until the earlier of (a) the effective date of a new, successor distribution agreement between Spansion or Spansion Japan Limited and Fujitsu Electronics Inc. (“New Agreement”) or (b) June 25, 2009, unless terminated as set forth in this Section 20 (“Term”).

All terms and conditions of the Agreement not specifically amended by this Amendment No. 5 shall remain unchanged and in full force and effect.