signature=d5aeb105e3dcf7361140a652c85579f9,Brocade Communications Systems SC TO-I/A

Exhibit (a)(1)(i)

Exhibit (a)(1)(i)

Understanding The

Stock Option

Exchange Program

December 2002

Brocade Makes No Recommendation

This presentation and the information contained in it are provided

for informational purposes only.

Neither Brocade, nor anyone acting on Brocade's behalf, makes

any recommendation as to whether you should participate in the

Stock Option Exchange Program, nor has Brocade authorized any

person to make any such recommendation.

You should carefully read all of the Stock Option Exchange

Program documents, which are available on the Brocade intranet

site, consult with your personal financial, legal and/tax advisors,

and understand the risks before making any decision about whether

to participate in the Stock Option Exchange Program.

Why Are We Doing This?

We believe stock options are a key motivation and retention

tool

Most options held by our employees are "underwater", and

thus not a performance or retention incentive

We believe the offer will foster retention of our valuable

employees and better align the interests of our employees and

our stockholders to maximize stockholder value

We also want to decrease "overhang"

Overhang means outstanding stock options as a percentage of shares

outstanding

What Are We Doing?

Voluntary stock option exchange

Opportunity to exchange existing options for new options

New options will be granted after 6 months and 1 day

To participate, Elizabeth Moore, Stock Administrator, must

receive your properly completed and signed Election Form by

Wednesday, January 8, 2003 at 5:00 pm (PT)

Key Terms of Offer - Eligibility

Employees worldwide are eligible to participate

Must currently have stock options

Must be employed continuously until the date new options are granted

If you choose to participate, you must exchange all eligible options

All outstanding stock options priced at $12.00 per share or greater, vested or unvested

All outstanding stock options granted on or after June 8, 2002 (regardless of the

exercise price)

What is not included in this offer?

Stock, whether obtained from exercising options, ESPP or otherwise

Any options granted before June 8, 2002 with an exercise price below $12.00 per share

Dates are subject to change in the event the offer period is extended.

Key Terms of Offer - Exchange Ratios

Option grant date on or before 3/15/00 = 1 new option for every 3 exchanged

options

Option grant date after 3/15/00 and before 4/17/01 = 1 new option for every 2

exchanged options

All options granted as part of the supplemental stock option program on 4/17/01

= 1 new option for every 2 exchanged options

All other options granted on or after 4/17/01 = 1 option for every 1 exchanged

options

4/17/01

3/15/00

3:1

2:1

1:1

Supplemental

stock options

All other options

2:1

1:1

Key Terms of Offer - Pricing and Vesting

Pricing

New options will be priced at the closing price of our common stock on the date they

are granted

Officers have a floor below which their exercise price can not go

Vesting Schedule

New options will retain the same individual vesting schedule as the options they

replace

Other Information

New options may not be exercised for six months following the new option grant date

This restriction will terminate early if terminated without cause or due to death or

disability

New options will be nonstatutory stock options

Target Program Schedule

Offer

closes

New option

grant date

Eligible to exercise

1/10/04 (Saturday)

6 months + 1 day

6 months

Offer

opens

20

business

days

12/9/02

1/8/03

7/10/03

Eligible to sell

1/12/04 (Monday)

Options

cancelled

1/9/03

Dates are subject to change in the event the offer period is extended.

Calculator Template

Personnel Option Status

Calculator - Completed

Risks of Participation

Stock price may increase such that the exercise price of the new options is

greater than exercise price of the exchanged options

If your employment terminates before the new options are granted or

exercised, you could end up with no options at all

Other risks

Participating in the Stock Option Exchange Program involves a number of other risks

including those found in the Stock Option Exchange Program documents, which are

available on the Brocade intranet site. You should carefully read all of the documents,

consult with your personal financial, legal and/tax advisors, and understand the risks before

making any decision about whether to participate in the Stock Option Exchange Program.

Supporting Materials

The following materials are on http://emp.brocade.com/

Letter from Greg Reyes

Offer to Exchange Options

Frequently Asked Questions

Election Form

Withdrawal From

Calculator | Instructions | Personnel Option Status Example

Schedule TO

Any changes or updates to the program will be posted on the intranet

Your Personnel Stock Option Status

Available in your employee mailbox or mailed to remote personnel

Any 4/17/01 supplemental stock options will be highlighted

Any questions?

E-mail: stockex@brocade.com

Important Dates

Offer Closes: Wednesday, January 8, 2003 at 5:00 pm* PT

Deadline for electing to participate or to withdraw a previous election

All election/withdrawal forms must be properly submitted to stock administration

Stock options will be cancelled Thursday, January 9, 2003*

New Option Grant Date: Thursday, July 10, 2003*

Six months and one day following cancellation of shares

Six Month Exercise Restriction Ends: Saturday, January 10, 2004*

Available to Exercise Options: Monday, January 12, 2004*

First business day six months following the end of the six month excise restriction

*Dates are subject to change in the event the offer period is extended.