May 14, 2010 Mr. Mike Harrison Brocade Communications Systems, Inc. San Jose, CA 95110 Subject: Amendment 5 to SOW#8 of the IBM/Brocade Goods Agreement ROC-P-68

Exhibit 10.3

0000 X XXXXXXXXXX XX

XXXXXXXX XXXXXXXX XXXX XX 00000-0000

May 14, 2010

Mr. Xxxx Xxxxxxxx

Brocade Communications Systems, Inc.

0000 Xxxxxxxxxx Xxxxx

Xxx Xxxx, XX 00000

Subject:  Amendment 5 to SOW#8 of the IBM/Brocade Goods Agreement ROC-P-68

This letter (the “Amendment”) serves as Amendment Number 5 to SOW#8, including all amendments thereto (“SOW#8”) of the Goods Agreement ROC-P-68 (the “Agreement”), which the parties hereto do mutually agree to amend as follows

1. Attachment A and Attachment A-1, SOW#8 are hereby deleted in their entirety and replaced with Attachment A and Attachment A-1 attached hereto.

2. The effective date of this Amendment shall be the date on the top of this Amendment (the “Effective Date”).

The parties acknowledge that they have read this Amendment, understand it, and agree to be bound by its terms and conditions. All capitalized terms not defined herein shall have the meaning set forth in the Goods Agreement or the SOW #8. All other terms and conditions of the Goods Agreement and SOW#8 that are unaffected by the revisions set forth in this Amendment shall remain in full force and effect. Further, the parties agree that this Amendment and the Goods Agreement and SOW#8 are the complete and exclusive statement of the agreement between the parties, superseding all proposals or other prior agreement, oral or written, and all other communications between the parties relating to this subject.

Accepted and Agreed To:						Accepted and Agreed To:
International Business Machines Corporation						Brocade Communications Systems, Inc.
By:		/s/ Xxxxxxxx X. Xxxxxx    5/17/10				By:		/s/ Xxxxxxx Xxxxxxx    5/18/10
Authorized Signature                             Date						Authorized Signature                             Date
Xxxxxxxx X. Xxxxxx						Xxxxxxx Xxxxxxx
Type or Print Name						Type or Print Name
						Accepted and Agreed To:
						Brocade Communications Switzerland, SarL
						By:		/s/ Ulrich Plechschmidt    17-May-2010
						Authorized Signature                             Date
						Ulrich Plechschmidt
						Type or Print Name
						Vice President EMEA

Brocade Confidential

Attachment A and Attachment A-1, Pricing.

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[**] Pages 2 - 33 (Attachment A) and pages 34 - 48 (Attachment A-1) have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Brocade Confidential