AMENDMENT TO AFFILIATION AGREEMENT

Exhibit 10.2

AMENDMENT TO AFFILIATION AGREEMENT

This AMENDMENT (this “Amendment”) to the Affiliation Agreement, dated as of April 28, 2011 (the “Affiliation Agreement”), by and between Total Gas & Power USA, SAS, a société par actions simplifiée organized under the laws of the Republic of France (“Parent”), and SunPower Corporation, a Delaware corporation (the “Company”), is made and entered into as of June 7, 2011 by and between Parent and the Company. Capitalized terms used in this Amendment and not otherwise defined shall have the meaning given to them in the Affiliation Agreement.

W I T N E S S E T H:

WHEREAS, Parent and the Company desire to amend certain terms of the Affiliation Agreement as set forth below.

NOW, THEREFORE, in consideration of the foregoing premises and the matters set forth herein, as well as other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound, Parent and the Company hereby agree as follows:

1. Term and Termination. The first sentence of Section 6.14 of the Affiliation Agreement is amended and restated in its entirety as follows:

“The terms of this Agreement shall commence and become effective immediately after the Offer Closing, and prior to such time this Agreement shall be of no force or effect; provided, however, that if the Offer Closing occurs prior to the receipt of the EU Clearance (as defined in the Tender Offer Agreement), (i) Section 3.2, 3.3, 3.4, 4.1, 4.2 and 4.3 shall not become effective until immediately after the EU Clearance, and (ii) notwithstanding the amendments to the Company’s bylaws contemplated by Section 5.1(a), neither Terra nor any member of the Terra Group shall be entitled to call a special meeting of stockholders of the Company to consider and vote upon a proposal to effect a Terra Merger pursuant to Section 2.1(a) or a Transferee Merger pursuant to Section 2.3(a) until immediately after the receipt of the EU Clearance.”

2. Agreement. All references to the “Agreement” set forth in the Affiliation Agreement shall be deemed to be references to the Affiliation Agreement as amended by this Amendment.

3. Headings. The headings set forth in this Amendment are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Amendment or any term or provision hereof.

4. Confirmation of the Affiliation Agreement. Other than as expressly modified pursuant to this Amendment, all provisions of the Affiliation Agreement remain unmodified and in full force and effect. The applicable provisions of Section 6.1 through and including Section 6.14 of the Affiliation Agreement shall apply to this Amendment mutatis mutandis.

[Execution page follows.]

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by their respective duly authorized officers to be effective as of the date first above written.

TOTAL GAS & POWER USA, SAS
By:		/s/ Xxxxxx Xxxxxxxx
		Name:   Xxxxxx Xxxxxxxx
		Title:     Chairman
SUNPOWER CORPORATION
By:		/s/ Xxxxxx X. Xxxxxx
		Name:   Xxxxxx X. Xxxxxx
		Title:     Chief Executive Officer