<PAGE>
*** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED AS [****]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



                                                                    EXHIBIT 10.3

          AMENDMENT NO. 1 TO MAXTOR STANDARD VOLUME PURCHASE AGREEMENT

This Amendment ("Amendment") amends the Maxtor Standard Volume Purchase
Agreement, dated January 1, 2002 ("Agreement"), is effective July 1, 2004
("Effective Date"), and is made by and between Maxtor Corporation, a Delaware
corporation, having a principal place of business at 500 McCarthy Blvd,
Milpitas, California 95035 U.S.A. ("Maxtor"), on behalf of itself and its
subsidiaries, and Agere Systems Inc., a Delaware corporation, having its
principal place of business at 1110 American Parkway NE Allentown, Pennsylvania
18109 ("Agere USA"), Agere Systems Singapore Pte. Ltd. d/b/a Agere Systems Asia
Pacific, a Singapore corporation, having a place of business at 77 Science Park
Drive, #03-18 Cintech III, Singapore 118256 ("Agere Singapore") and Agere
Systems Limited, having a place of business at Kingswood, Kings Ride, Ascot,
SL5 8AD,UK ("Agere UK"). Each Agere entity is referred to herein as ("Seller").

NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY
OF WHICH IS HEREBY ACKNOWLEDGED, AND IN CONSIDERATION OF THE ABOVE PREMISES AND
THE MUTUAL PROMISES CONTAINED IN THIS AGREEMENT, THE PARTIES AGREE TO AMEND THE
AGREEMENT AS FOLLOWS:

1.    The second (2nd) Recital on page 1 of the Agreement shall be deleted in
      its entirety and replaced with the following:

            "Whereas, "Maxtor" shall include Maxtor Peripherals (S) Pte Ltd,
            having a place of business at 190 Yishun, Avenue 7, Singapore
            768925;

2.    The fourth (4th) Recital on page 1 of the Agreement shall be deleted in
      its entirety and replaced with the following:

            "Whereas, Maxtor may place orders for Product either on Agere USA,
            Agere Singapore or Agere UK;"

3.    The eighth (8th) Recital on page 1 of the Agreement shall be deleted in
      its entirety and replaced with the following:

            "Whereas, this Agreement commences on the Effective Date and
            terminates on December 31,2006 ("Termination Date") unless
            terminated earlier;"

4.    The seventh (7th) sentence (which begins with "Nothing in this
      Agreement...") of Section 1.1.1 (Purchase and Supply) shall be deleted in
      its entirety and replaced with the following:

            "Nothing in this Agreement shall be construed as an obligation for
            Maxtor to purchase any Products, except as expressly provided in any
            Order (as defined below) issued by Maxtor or as expressly set forth
            in a mutually agreed Statement of Work ("SOW'') under the
            Development Agreement entered into by Maxtor and Agere and bearing
            an effective date of March 18, 2002 (the "Development Agreement")."


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<PAGE>
5.    The second (2nd) sentence of Section 1.1.2 (Specifications) shall be
      deleted in its entirety and replaced with the following:

            "Specifications for custom integrated circuits or ASIC Products
            shall be mutually agreed to in mutually agreed SOWS under the
            Development Agreement."

6.    Section 1.1.6 (Design and Development Terms for ASIC Product) shall be
      deleted in its entirety, and replaced with the following:

            "Design and Development Terms for ASIC Product. This Agreement does
            not cover the design and development of ASIC Products. From time to
            time Maxtor and Agere may enter into an SOW under the Development
            Agreement for the purpose of the design and development of ASIC
            Products.

7.    Clause (i) (commencing with "Maxtor notifies Seller . . .") of the seventh
      (7th) sentence of Section 1.2.2 (Product Warranty) shall be deleted and
      replaced with the following:

            "(i) Maxtor notifies Seller in writing of the claimed Defect within
            ninety (90) days after Maxtor knows or reasonably should know of the
            claimed Defect;"

8.    Section 1.4.1 (Prices) shall be deleted in its entirety and replaced with
      the following:

            "1.4.1 Prices. The purchase price for Product will be determined in
            accordance with price quotations which shall be mutually agreed upon
            by Maxtor and Seller from time to time during the term of this
            Agreement."

9.    The attached document entitled "Pricing 2004" reflects the agreed upon
      purchase prices for Products effective as of January 1,2004. These prices
      may be changed at any time upon mutual agreement of Maxtor and Seller.

10.   Section 2.2 shall be deleted in its entirety and replaced with the
      following:

            "2.2 Committed Stock. Agere agrees to maintain SOC finished goods
            inventory called "Committed Stock" for managing flexibility to
            Maxtor demand upsides within SOC lead-time and/or other
            circumstances that would cause supply disruption of JIT deliveries
            to the Agere hub. During the first fiscal week of the then-current
            quarter the parties shall agree on the quantity of "Committed
            Stock" by part to be maintained for the subsequent quarter. The
            "Committed Stock" will be stored as Agere Consigned Product located
            at Maxtor Designated Contractors per Exhibit D. At the beginning of
            each quarter, Maxtor Singapore will place a quarterly Purchase
            order to include the Committed Stock as agreed by both parties. At
            the end of each quarter, Committed Stock not used during the
            current quarter will be purchased by Maxtor or, if mutually agreed,
            rolled over to the succeeding quarter at the most recent price
            established for that quarter pursuant to Section 1.4.1 of this
            Agreement. If at any time during the quarter Maxtor and Agere
            agree to disposition any or all of the Committed Stock, Agere shall
            replenish such Committed Stock to the pre-determined level within
            the then available lead-time, with the goal to achieve the current
            lead-time as published on the weekly "Maxtor WIP Report".


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                                       2
<PAGE>
*** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED AS [****]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



11.   The following shall be inserted at the end of section 2.3.2 b. (Flexible
      Delivery; Upside capability) of the Agreement:

            "Seller shall use its good faith efforts to exceed the Upside
            Quantity percentages set forth above."

12.   The fifth (5th) sentence (commencing with "The preprinted terms and
      conditions . . .") of Section 2.4.2 of the Agreement shall be deleted in
      its entirety and replaced with the following:

            "The preprinted terms and conditions of purchase orders,
            acceptances, confirmations and similar business documents, including
            without limitation documents exchanged electronically, shall have no
            effect as amendments of, objections to, or modifications of this
            Agreement."

13.   The following sentence is added at the end of Section 2.13.1 Rescheduling
      of Orders:

            "Seller shall use its reasonable commercial efforts to accept all
            requests for reschedules made by Maxtor in accordance with this
            Section."

14.   Section 2.8 (Acceptance) is deleted in its entirety and replaced with the
      following:

            "2.8 Effect of Inspection and/or Payment. Inspection and acceptance
            of Product by Maxtor and/or payment therefore shall not affect the
            Product warranty or any related remedy.

15.   The following shall be deleted from Section 6.1.3 (Termination for
      Convenience):

            "(ii) under the terms of any ASIC Quotation,"

16.   Exhibit A shall be deleted in its entirety.

17.   The following shall be added to the "List of Consigned Products" set forth
      at the end of Exhibit D to the Agreement:

<Table>
<Caption>
                Device          Maxtor Part Number       Description
<S>                                 <C>                     <C>
                [****]              040112600               [****]
                [****]              040111300               [****]
                [****]              040108000               [****]
                [****]              040119900               [****]
                [****]              040111600               [****]
                [****]              040116500               [****]
                [****]              040116600               [****]
                [****]              040117900               [****]
                [****]              040118900               [****]
                [****]              040117700               [****]
                [****]              040118800               [****]
                [****]              040110300               [****]
                [****]              040113800               [****]
                [****]              040115500               [****]
</Table>



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<PAGE>
THIS AMENDMENT, INCLUDING THE AGREEMENT OF WHICH IT IS A PART, IS A COMPLETE AND
EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDED ALL
PRIOR OR CONCURRENT PROPOSALS AND UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, AND
ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, IN THE EVENT OF A
CONFLICT BETWEEN THIS AMENDMENT AND THE AGREEMENT, THIS AMENDMENT SHALL PREVAIL.
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED AND ARE RATIFIED HEREBY.

In witness whereof, the parties have executed this Amendment as of its Effective
Date.

MAXTOR CORPORATION                          AGERE SYSTEMS INC.

By: /s/ Curt Kane                           By:  /s/ Joseph O'Hare
   --------------------------------            ---------------------------------
        (signature)                                  (signature)

Curt Kane                                   Joseph O'Hare
-----------------------------------         ------------------------------------
       (print name)                                  (print name)

V.P. WW Commodity Mgmt.                     VP, Storage Division
-----------------------------------         ------------------------------------
          (title)                                      (title)


AGERE SYSTEMS SINGAPORE PTE LTD.            AGERE SYSTEMS LIMITED

By:                                         By:
   --------------------------------            ---------------------------------

/s/ Jeff Mowla                              /s/ N. Stables
-----------------------------------         ------------------------------------
        (signature)                                  (signature)

Jeff Mowla                                  N. Stables
-----------------------------------         ------------------------------------
       (print name)                                  (print name)

VP & Managing Director                      Finance Director
-----------------------------------         ------------------------------------
          (title)                                      (title)


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