1984 Stock Option Plan - Intel Corp.


                              INTEL CORPORATION
                            1984 STOCK OPTION PLAN
               (Amended and Restated Effective July 16, 1997)

1.   PURPOSE

     The purpose of this amended and restated Intel Corporation 1984 Stock
     Option Plan (the 'Plan') is to advance the interests of Intel
     Corporation, a Delaware corporation and its subsidiaries (hereinafter
     collectively 'Intel' or the 'Corporation'), by stimulating the efforts of
     key employees on behalf of Intel, heightening the desire of key
     employees to continue in employment with Intel, assisting Intel in
     competing effectively with other enterprises for the services of new
     employees necessary for the continued improvement of operations, and to
     attract and retain the best available personnel for service as
     directors of the Corporation.  This Plan, among other matters, permits
     the grant of incentive stock options as defined in Section 422 of the
     Internal Revenue Code of 1986, as amended (the 'Code'), as well as options
     which are not incentive stock options pursuant to Code Section 422, and
     includes the individual grant limitations required by Section 162(m) of
     the Code for the option income of certain individuals to be tax deductible
     by the Corporation.

2.   DEFINITIONS

     (a)  'Board of Directors' means the Board of Directors of the Corporation.
 
     (b)  'Committee' shall mean the Compensation Committee appointed by the
          Board of Directors from among its members to administer this Plan
          pursuant to Section 9.

     (c)  'Disablement' means a physical condition arising from an illness
          or injury which renders an individual incapable of performing
          work.  The determination of the Corporation as to an individual's
          Disablement shall be made in accordance with the standards and
          procedures of the Corporation's then-current Long-Term Disability
          Plan and shall be conclusive on all of the parties.

     (d)  'Plan' means the Intel Corporation 1984 Stock Option Plan, as
          amended and restated herein.

     (e)  'Retirement' shall have the meaning specified by the Committee
          in the terms of an option grant or, in the absence of any such
          term, shall mean retirement from active employment with Intel at
          or after age 60.  The determination of the Committee as to
          an individual's Retirement shall be conclusive on all parties.

     (f)  'Subsidiary' means any corporation in an unbroken chain of
          corporations beginning with Intel Corporation where each of the
          corporations in the unbroken chain other than the last corporation
          owns stock possessing fifty percent (50%) or more of the total
          combined voting power of all classes of stock in one of the other 
          corporations in such chain.

     (g)  'Immediate Family' means the spouse, children and grandchildren of the
          Participant (as defined in Section 3 hereof).

3.   PARTICIPANTS

     'Participants' in the Plan shall be those key Intel employees to whom
     options may be granted from time to time by the Committee.  Participants
     shall also include non-employee directors of the Corporation to whom
     options are granted in accordance with Section 6.  No option shall be 
     granted to any person if immediately after the grant of such option such 
     person would own stock, including stock subject to outstanding options held


     by him or her, amounting to more than five percent (5%) of the total 
     combined voting power or value of all classes of stock of the Corporation
     or any Subsidiary.

4.   EFFECTIVE DATE AND TERMINATION OF PLAN

     This Plan was last approved by the stockholders on May 4, 1994, and
     became effective on May 4, 1994.  The Plan was amended and restated by
     the Board of Directors in certain non-material respects on March 26,
     The Plan was amended and restated by the Board of Directors on
     July 16, 1997, to provide for limited transferability of options.

     The Plan shall remain available for the grant of options until all
     shares of stock available for option grants under this Plan shall
     have been acquired through exercise of such options or on May 3,
     2004, whichever is earlier or at such earlier time as the Board
     of Directors may determine.  Termination of the Plan will not
     affect the rights and obligations arising under options theretofore
     granted and then in effect.

5.   SHARES SUBJECT TO THE PLAN AND TO OPTIONS

     The stock subject to options authorized to be granted under the Plan
     shall consist of 340,000,000 shares (as adjusted automatically by
     the Plan's terms effective July 13, 1997, to reflect a stock split
     effected in the form of a stock distribution) of the Corporation's common
     stock, $.001 par value ('Common Stock'), or the number and kind of shares
     of stock or other securities which shall be substituted or adjusted for
     such shares as provided in Section 7.  Such shares may be authorized and
     unissued shares of the Corporation's common stock.  All or any shares of
     stock subject to an option which for any reason terminates unexercised
     may again be made subject to an option under the Plan.

6.   GRANT, TERMS AND CONDITIONS OF OPTIONS

     Options may be granted at any time and from time to time prior to the
     termination of the Plan to those key employees of Intel who, in the
     Committee's judgment, are largely responsible through their judgment,
     interest, ability and special efforts for the successful conduct of
     Intel's operations.  However, no Participant shall be granted options
     in any year to purchase a number of shares of the Corporation's Common
     Stock in excess of one percent (1%) of the number of shares of the
     Corporation's common stock outstanding on January 1, 1994.

     Options may be granted to non-employee directors as follows.  The number
     of shares subject to each option grant to non-employee directors, or the
     formula pursuant to which such number shall be determined, the date
     of grant and the vesting, expiration and other terms applicable to such
     options shall be specified from time to time by the Board of
     Directors.  Subject to adjustment pursuant to Section 7, the maximum
     number of shares of Common Stock subject to options granted under this
     Plan to any person on account of his or her service as a non-employee
     director from the date of his or her election or appointment as a director
     until the date of the next regular annual stockholders' meeting shall
     not exceed 5,000.  All options granted to non-employee directors will
     be non-qualified stock options.

     No Participant or optionholder shall have any rights as a stockholder
     with respect to any shares of stock subject to option hereunder until
     said shares have been issued.  Option grants may be evidenced by a
     written stock option agreement and/or such other written arrangements as
     may be approved from time to time by the Committee.  Each option grant
     will expressly identify the option as an incentive stock option or as
     a non-qualified stock option.  Furthermore, the grant of an incentive
     option pursuant to this Plan shall in no way be construed as an
     alternative to the right of an optionee to purchase stock pursuant
     to any present or future grant of a non-qualified option under any of
     Intel's current or future stock option plans.  Options granted pursuant
     to the Plan need not be identical but each option is subject to the
     terms of the Plan and must contain and be subject to the following terms

  
     and conditions:

     (a)  Price:
          -----   The purchase price under each option granted to
          employees shall be established by the Committee.  In no event will
          the option price be less than 100% of the fair market value of the
          stock on the date of grant, except as otherwise provided in
          accordance with subsection (g) below.  The option price must be
          paid in full at the time of the exercise.  The price may be
          paid in cash, cash equivalents or secured notes acceptable to
          the Committee, by arrangement with a broker which is acceptable
          to the Committee where payment of the option price is made
          pursuant to an irrevocable direction to the broker to deliver all
          or part of the proceeds from the sale of the option shares to
          the Corporation, by the surrender of shares of common stock owned
          by the optionee exercising the option and having a fair market
          value on the date of exercise equal to the option price or in any
          combination of the foregoing.

     (b)  Duration and Exercise or Termination of Option:
          ----------------------------------------------   Each option
          granted to an employee shall be exercisable in such manner and at
          such times as the Committee shall determine.  Each option granted
          must expire within a period of not more than ten (10) years from
          the grant date.  An employee's stock option may provide for
          accelerated exercisability in the event of the employee's death,
          Disablement or Retirement or other events in accordance with
          policies established by the Committee and may provide for
          expiration prior to the end of its terms in the event of the
          termination of the employee's service.

          Unless the Board of Directors specifies otherwise, each option
          granted to a non-employee director will become fully exercisable
          beginning one year from the date on which the option was granted.
          If the Board of Directors has provided for periodic option
          grants to all non-employee directors, then when a non-employee
          director is elected by the Board of Directors to begin serving as
          director on a date not coincident with a grant date for such
          options, that director will be granted an initial non-employee
          director option as of the date of the first meeting of the
          Board of Directors at which he or she serves as director for
          a number of shares calculated on a pro-rata basis, based on
          the number of months remaining until the next regular grant
          of options to non-employee directors.

     (c)  Suspension or Termination of Option:
          -----------------------------------   If at any time (including
          after a notice of exercise has been delivered) the Chief
          Executive Officer, President, Chief Operating Officer, Vice
          President for Human Resources, General Counsel or any of their
          designees (any such person, an 'Authorized Officer') reasonably
          believes that a Participant or other optionholder, other
          than a non-employee director, has committed an act of misconduct
          as described in this Section, the Authorized Officer may suspend
          the Participant's or optionholder's rights to exercise any
          option pending a determination of whether an act of misconduct
          has been committed.  If the Board of Directors or an Authorized
          Officer determines a Participant or other optionholder, other
          than a non-employee director, has committed an act of
          embezzlement, fraud, dishonesty, nonpayment of any obligation owed
          to Intel, breach of fiduciary duty or deliberate disregard of Intel
          rules resulting in loss, damage or injury to Intel, or if a
          Participant or other optionholder makes an unauthorized
          disclosure of any Intel trade secret or confidential information,
          engages in any conduct constituting unfair competition, induces
          any Intel customer to breach a contract with Intel or induces any
          principal for whom Intel acts as agent to terminate such
          agency relationship, neither the Participant or optionholder nor
          his or her estate shall be entitled to exercise any option
          whatsoever.  In making such determination, the Board of Directors
          or an Authorized Officer shall act fairly and shall give
          the Participant an opportunity to appear and present evidence on
          his or her behalf at a hearing before a committee of the Board
          of Directors.  For any Participant who is an 'executive officer'
          for purposes of Section 16 of the Securities Exchange Act of
          1934 (the 'Exchange Act'), the determination of the Board of
          Directors or of the Authorized Officer shall be subject to
          the approval of the Committee.

     (d)  Termination of Non-Employee Director's Service:
          ----------------------------------------------   Subject to Section
          6(b) and unless the Board of Directors specifies otherwise, upon
          the termination of the Participant's service as a non-employee
          director, his or her rights to exercise an option then held
          shall be only as follows:

          (1)  Death.
               -----   Upon the death of a non-employee director while
               in service as a non-employee director of Intel, the
               non-employee director's rights will be exercisable by his
               or her estate or beneficiary at any time during the twelve
               months next succeeding the date of death.  The
               number of shares exercisable by the estate or beneficiary
               will be the total number of unexercised shares under
               the non-employee director's option on the date of his or
               her death.  If a non-employee director should die within
               thirty (30) days of his or her termination of service
               as a non-employee director with Intel, an option will be
               exercisable by his or her estate or beneficiary at any time
               during the twelve (12) months succeeding the date of
               termination, but only to the extent of the number of shares
               as to which such option was exercisable as of the date of
               such termination.  A non-employee director's estate shall
               mean his or her legal representative or other person who
               so acquires the right to exercise the option.

          (2)  Disablement.
               -----------   Upon the Disablement of a non-employee
               director, any option which he or she holds, whether or not 
               exercisable on the date of Disablement, may be exercised after
               the date of the Disablement within twelve (12) months.

          (3)  Retirement.
               ----------   Upon Retirement of a non-employee director,
               the non-employee director's rights to non-qualified stock options
               which he or she holds, whether or not otherwise exercisable on
               the date of Retirement, may be exercised at any time during the
               twelve (12) months after Retirement.

          (4)  Other Reasons.
               -------------   Upon termination of a non-employee director's
               service as a non-employee director for any reason other than
               those stated above, the non-employee director may, within ninety
               days following such termination exercise the option to the
               extent such option was exercisable on the date of termination.

     (e)  Transferability of Option:
          -------------------------   Unless otherwise provided by the Committee
          and subject to the establishment of procedures by the Committee, each
          option shall be transferable only:

          (1)  by will or the laws of descent and distribution, or

          (2)  in case of an option which is not an incentive stock option, by
               gift to the Immediate Family, partnerships whose only
               partners are the Participant or members of the Immediate Family,
               limited liability companies whose only shareholders are the
               Participant or members of the Immediate Family, and trusts
               established solely for the benefit of the Participant or
               members of the Immediate Family.
          The transferees described in this subsection (e) of Section 6 shall be
          referred to as 'Permitted Transferees'.

          Options are transferable only to the extent the options are
          exercisable at the time of transfer.  Any purported assignment,
          transfer or encumbrance that does not qualify under subsections (1)
          and (2) above shall be void and unenforceable against the 
          Corporation.

          The terms of stock options granted pursuant to this Plan shall
          apply to the beneficiaries, executors and administrators of the
          Participant and to Permitted Transferees (including the beneficiaries,
          executors and administrators of Permitted Transferees), including the
          right to agree to any amendment of the applicable option agreement,
          except that options transferred to Permitted Transferees shall not be
          transferable except by will or the laws of descent and distribution.

     (f)  Modification or Assumption of Options:
          -------------------------------------   The Committee may modify,
          extend or assume outstanding options (whether granted by Intel or
          by another issuer) in return for the grant of new options for
          the same or a different number of shares and at the same or a
          different exercise price.

     (g)  Conditions and Restrictions Upon Securities Subject to Options:
          --------------------------------------------------------------
          Subject to the express provisions of the Plan, the Committee may
          provide that the shares of Common Stock issued upon exercise of
          an option shall be subject to such further conditions or agreements
          as the Committee in its discretion may specify prior to the exercise
          of such option, including without limitation, conditions on
          vesting or transferability, forfeiture or repurchase provisions
          and method of payment for the shares issued upon exercise (including
          the actual or constructive surrender of Common Stock already
          owned by the Participant or optionholder).  The Committee may
          establish rules for the deferred delivery of Common Stock upon
          exercise of an option with the deferral evidenced by use of 'Stock
          Units' equal in number to the number of shares of Common Stock
          whose delivery is so deferred.  A 'Stock Unit' is a bookkeeping
          entry representing an amount equivalent to the fair market value
          of one share of Common Stock.  Unless the Committee specifies
          otherwise, Stock Units represent an unfunded and unsecured
          obligation of the Corporation.  Settlement of Stock Units upon
          expiration of the deferral period shall be made in Common Stock
          or otherwise as determined by the Committee.  The amount of Common
          Stock, or other settlement medium, to be so distributed may be
          increased by an interest factor or by dividend equivalents.  Until
          a Stock Unit is so settled, the number of shares of Common Stock
          represented by a Stock Unit shall be subject to adjustment
          pursuant to Section 7.  Any Stock Units that are settled after
          the holder's death shall be distributed to the holder's designated
          beneficiary(ies) or, if none was designated, the holder's estate.

     (h)  Other Terms and Conditions:
          --------------------------   Options may also contain such other
          provisions, which shall not be inconsistent with any of the
          foregoing terms, as the Committee shall deem appropriate.  No
          option, however, nor anything contained in the Plan shall
          confer upon any Participant any right to continue in Intel's employ
          or service nor limit in any way Intel's right to terminate his or
          her employment or service at any time.

7.   ADJUSTMENT OF AND CHANGES IN THE STOCK

     (a)  In the event that the shares of Common Stock of the Corporation
          shall be changed into or exchanged for a different number or kind
          of shares of stock or other securities of the Corporation or of
          another corporation (whether by reason of merger, consolidation,
          recapitalization, reclassification, split-up, combination of
          shares, or otherwise), or if the number of shares of Common Stock
          of the Corporation shall be increased through a stock split or the
          payment of a stock dividend, then there shall be substituted for
          or added to each share of common stock of the Corporation
          theretofore appropriated or thereafter subject or which may
          become subject to an option under the Plan, the number and kind of
          shares of stock or other securities into which each outstanding
          share of common stock of the Corporation shall so be changed, or
          for which each such share shall be exchanged, or to which each
          such share shall be entitled, as the case may be.  Outstanding
          options shall also be amended as to price and other terms if
          necessary to reflect the foregoing events.  In the event there
          shall be any other change in the number or kind of the outstanding
          shares of Common Stock of the Corporation, or any stock or other
          securities into which such Common Stock shall have been changed,
          or for which it shall have been exchanged, then if the Committee
          shall, in its sole discretion, determine that such change
          equitably requires an adjustment in any option theretofore granted
          or which may be granted under the Plan, such adjustment shall be
          made in accordance with such determination.

     (b)  No right to purchase fractional shares shall result from any
          adjustment in options pursuant to this Section 7.  In case of any
          such adjustment, the shares subject to the option shall be
          rounded down to the nearest whole share.  Notice of any adjustment
          shall be given by the Corporation to each Participant or
          optionholder which shall have been so adjusted and such
          adjustment (whether or not notice is given) shall be effective and
          binding for all purposes of the Plan.

     (c)  Any other provision hereof to the contrary notwithstanding (except
          Section 6(b)) in the event Intel is a party to a merger or other
          reorganization, outstanding options shall be subject to the
          agreement of merger or reorganization.  Such agreement may
          provide, without limitation, for the assumption of outstanding
          options by the surviving corporation or its parent, for their
          continuation by Intel (if Intel is a surviving corporation), for
          accelerated vesting and accelerated expiration, or for settlement
          in cash.

8.   LISTING OR QUALIFICATION OF STOCK

     In the event that the Board of Directors determines in its discretion
     that the listing or qualification of the Plan shares on any
     securities exchange or quotation or trading system or under any
     applicable law or governmental regulation is necessary as a condition to
     the issuance of such shares under the option, the option may not be
     exercised in whole or in part unless such listing, qualification, consent
     or approval has been unconditionally obtained.

9.   ADMINISTRATION AND AMENDMENT OF THE PLAN

     The Plan shall be administered by the Committee.  The Committee shall
     consist of two or more directors of Intel, who shall be appointed
     by the Board of Directors.  The Board shall fill vacancies and may
     from time to time remove or add members.  All members of the Committee
     will be 'non-employee directors' as defined in Rule 16b-3 under the
     Exchange Act and 'outside directors' as defined under Section 162(m) of
     the Code, but in each case only when required to exempt any grant intended
     to qualify for an exemption under such provisions.  Notwithstanding the
     foregoing, unless otherwise restricted by the Board of Directors,
     the Committee may appoint one or more separate committees (any
     such committee, a 'Subcommittee') composed of one or more directors of
     Intel (who may but need not be members of the Committee) and may
     delegate to any such Subcommittee(s) the authority to grant options
     under the Plan to Participants, to determine all terms of such
     options, and/or to administer the Plan or any aspect of it.  Any
     action by any such Subcommittee within the scope of such delegation shall
     be deemed for all purposes to have been taken by the Committee.

     Subject to the express provisions of this Plan, the Committee shall be
     authorized and empowered to do all things necessary or desirable in


     connection with the administration of this Plan, including, without
     limitation:  (a) to prescribe, amend and rescind rules and regulations
     relating to this Plan and to define terms not otherwise defined
     herein; (b) to determine which persons are Participants (as defined in
     Section 3 hereof), to which of such Participants, if any, an
     option shall be granted hereunder and the timing of any such
     option grants; (c) to determine the number of shares of Common Stock
     subject to an option and the exercise or purchase price of such
     shares; (d) to establish and verify the extent of satisfaction of
     any conditions to exercisability applicable to an option; (e) to
     waive conditions to and/or accelerate exercisability of an option,
     either automatically upon the occurrence of specified events (including
     in connection with a change of control of the Corporation) or otherwise
     in its discretion; (f) to prescribe and amend the terms of option
     grants made under this Plan (which need not be identical); (g) to
     determine whether, and the extent to which, adjustments are required
     pursuant to Section 7 hereof; and (h) to interpret and construe this
     Plan, any rules and regulations under the Plan and the terms and
     conditions of any option granted hereunder, and to make exceptions to any
     such provisions in good faith and for the benefit of the Corporation.

     All decisions, determinations and interpretations by the Committee
     regarding the Plan, any rules and regulations under the Plan and the
     terms and conditions of any option granted hereunder, shall be final
     and binding on all Participants and optionholders.  The Committee
     shall consider such factors as it deems relevant, in its sole and
     absolute discretion, to making such decisions, determinations
     and interpretations including, without limitation, the recommendations
     or advice of any officer or other employee of the Corporation
     and such attorneys, consultants and accountants as it may select.

     The Board of Directors may amend or terminate the Plan as desired,
     without further action by the Corporation's stockholders except to
     the extent required by applicable law.

     Notwithstanding the above, the provisions of Section 6 relating to
     non-employee directors may not be amended more than once every six
     months, except to comply with changes to the Code or the rules
     thereunder.

10.  TIME OF GRANTING OPTIONS

     The effective date of each option granted hereunder shall be the
     date on which the grant was made.  Within a reasonable time thereafter,
     Intel will deliver the option to the Participant.

11.  WITHHOLDING

     To the extent required by applicable federal, state, local or foreign
     law, a Participant or optionholder shall make arrangements satisfactory
     to the Corporation for the satisfaction of any withholding tax
     obligations that arise by reason of an option exercise or any sale
     of shares.  The Corporation shall not be required to issue shares or
     to recognize the disposition of such shares until such obligations
     are satisfied.  The Committee may permit these obligations to be
     satisfied by having the Corporation withhold a portion of the
     shares of stock that otherwise would be issued to him or her upon
     exercise of the option, or to the extent permitted, by tendering
     shares previously acquired.