EXHIBIT 10.8

ADJUSTMENT NOTICE

To:    SunPower Corporation

77 Rio Robles

San Jose, CA 95134

Attn: Dennis Arriola/CFO

Telephone:(408) 240-5574

Facsimile:(408) 240-5404

From:    Barclays Bank PLC

5 The North Colonnade

Canary Wharf, London E14 4BB

Facsimile:+44 (20) 777 36461

Telephone: +44 (20) 777 36810

c/o Barclays Capital Inc.

as Agent for Barclays Bank PLC

745 Seventh Ave

New York, NY 10019

Telephone: +1 212 412 4000

Re:    Base Issuer Warrant Transaction

Date:    September 21, 2011

Reference is made to the Base Issuer Warrant Transaction letter agreement entered into on March 25, 2010, as amended and restated on December 22, 2010 (the “Transaction”) among SunPower Corporation (“Counterparty”), Barclays Bank PLC (“Barclays”), through its agent Barclays Capital Inc., on the Class A Common Stock of Counterparty. All capitalized terms used and not otherwise defined herein shall have their meanings as defined in the Confirmation.

This letter is being sent to you by Barclays, as Calculation Agent under the Transaction, as notification of an adjustment to the Transaction due to the Tender Offer which occurred on June 14, 2011.

As of the date hereof the Strike Price under the Warrant Transaction shall be USD 24.00.

Except as otherwise set out herein and unless otherwise agreed between the parties, the Confirmation and the Transaction it confirms shall remain in full force and effect.

Very truly yours,

BARCLAYS CAPITAL INC.,

as Agent forBARCLAYS BANK PLC

By: /s/ Adam Lawlor

Name: Adam Lawlor                            

Title: Authorised Signatory        

Accepted and confirmed as

of the date first above written:

SUNPOWER CORPORATION

By: /s/ Dennis Arriola

Name: Dennis Arriola

Title: EVP & CFO