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Re:
    
    Amendment to Addendum to Offer of Employment Letter
     3) In the event your employment is terminated by the Company without Cause (as such
term is defined in the Emulex Key Employee Retention Agreement effective September
5, 2006 by and between you and the Company), provided that you execute a General
Release in a form acceptable to the Company, and further provided that such General
Release becomes effective in accordance with its terms, the Company shall provide
you with: (i) continuation of your base salary for a period




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of one year (at the rate in effect at time of termination less all required
deductions and withholdings); (ii) any deferred incentive bonuses (less all required
deductions and withholdings); (iii) continuation of group health coverage under
COBRA for you and your eligible family members, if any, for up to one year, at the
Companys expense, but subject to your payment of any portion of the premiums that
you would be responsible for paying if your employment continued during such period;
and continued vesting of stock options for one year, all in exchange for your
continued compliance with the Employee Creation and Non-Disclosure Agreement.
Notwithstanding anything to the contrary in this Paragraph 3, in the event any
benefits under this agreement (including, without limitation, the benefits in
clauses (i) and (ii) of this Paragraph 3) are determined, in whole or in part, to
constitute nonqualified deferred compensation within the meaning of Section 409A
of the Code and you are a specified employee as defined in Section 409A(2)(B)(i) of
the Code, such amounts will not be paid before the date which is six months after
your employment terminates. The determination of whether and what amount of the
benefits constitute deferred compensation and whether you are a specified employee
within the meaning of Section 409A(2)(B)(i) of the Code shall be determined by the
by the board of directors of the Company or its delegate and any such determination
shall be final and binding on the Company and you, unless such decisions are
determined to be arbitrary and capricious by a court having jurisdiction. The
Company makes no representation and the Company shall have no liability to you or
any other person if any benefits provided pursuant to the terms of this agreement
are determined to constitute nonqualified deferred compensation within the meaning
of Section 409A of the Code and the payment terms of such benefits do not satisfy
the additional conditions applicable to nonqualified deferred compensation under
Section 409A of the Code and this Paragraph 3.
  4) This letter, the Offer Letter and Addendum, the Employee Creation and
Non-Disclosure Agreement and the Emulex Key Employee Retention Agreement effective
September 5, 2006 constitute the entire agreement between you and the Company with
respect to the subject matter contained herein and supersede and replace all prior
agreements, arrangements and understandings, written or oral, between you and the
Company with respect to the subject matter contained herein. This letter may only
be modified by an instrument in writing, signed by you and the Companys Executive
Chairman.




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By:Paul F. Folino, Executive Chairman
  Dated:James M. McCluney