1984 Stock Option Plan - Intel Corp.


                                
                        INTEL CORPORATION
                     1984 STOCK OPTION PLAN
         (Amended and Restated Effective March 26, 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' 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 a physical condition arising from an
          illness or injury which renders an individual incapable of
          performing work.  The determination of the Committee as to an
          individual's Disablement 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.
          
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, 1997.   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  85,000,000  shares  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 agreement 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 (12) 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 for a period of 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 (90) days following such termination exercise the
               option to the extent such option was exercisable on the date of
               termination.
               
     (e)  Transferability of Option:  Unless the Committee specifies
          otherwise, each option shall be transferable only by will or the
          laws of descent and distribution and shall only be exercisable by
          the Participant during his or her lifetime.
          
     (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  (6) 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.
     
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.