1988 Executive Long Term Stock Option Plan - Intel Corp.


                        INTEL CORPORATION
                    1988 EXECUTIVE LONG TERM
                        STOCK OPTION PLAN
      (Amended and Restated Effective as of March 26, 1997)

1.   PURPOSE
     
     The  purpose  of this amended and restated Intel Corporation
     1988  Executive Long Term 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
     certain key employees employed by Intel and heightening  the
     desire of such key employees to continue in employment  with
     Intel.  The stock options granted pursuant to this Plan  are
     non-qualified stock options and shall not be incentive stock
     options,  as defined in Section 422 of the Internal  Revenue
     Code  of  1986, as amended (the 'Code').  This  amended  and
     restated  Plan  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' means the Compensation Committee appointed by
          the Board of Directors in accordance with Section 11.

     (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 1988 Executive Long Term
          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 (i) at or after age 55 and with the approval of the
          Committee or (ii) at or after age 65.  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 50 percent 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 employees  who
     have  been employed by Intel for at least two years  and  to
     whom  options  may  be  granted from time  to  time  by  the
     Committee.
     
     No  option  shall be granted to any employee if  immediately
     after  the  grant  of  such option such employee  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.  Options may not
     be  granted  to  non-employee directors or  members  of  the
     Committee.
     
4.   EFFECTIVE DATE AND TERMINATION OF PLAN
     
     This   Plan   was   last  approved  by   the   Corporation's
     stockholders  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 grant  under  this
     Plan shall have been acquired through exercise of options or
     until September 19, 1998 whichever is earlier.  The Plan may
     be terminated 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  20,000,000  shares  of   the
     Corporation's   common  stock,  par  value  $.001   ('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 8.   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  certain  key
     employees  of Intel selected by the Committee.  However,  no
     Participant  shall  be  granted  options  in  any  year,  to
     purchase  shares of common stock in excess  of  one  percent
     (1%)  of  the  number of shares of the Corporation's  Common
     Stock  outstanding  on  January 1, 1994.   In  addition,  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.   Each
     option  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.   Options  granted
     pursuant  to the Plan need not be identical but each  option
     much  contain  and  be  subject to the following  terms  and
     conditions:
     
     (a)  Price:   The purchase price under each option shall  be
          established by the Committee.  In no event will the option price
          be less than the fair market value of the stock on the date of
          grant.  The option price must be paid in full at the time of
          exercise.  The price may be paid in cash or, as acceptable to the
          Committee, by loan (as described in Section 7), by arrangement
          with a broker 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 of the
          Corporation owned by the Participant 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
          shall be exercisable in such manner and at such times as the
          Committee shall determine.  However, each option granted must
          expire within a period of not more than ten (10) years from the
          grant date.
          
     (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 optionholder 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 optionholder 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 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  nor  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 Employment:  Subject to Section 6(b), unless
          the Committee specifies otherwise, upon the termination of the
          Participant's employment, his or her rights to exercise an option
          then held shall be only as follows:
          
          (1)  Death.  Upon the death of a Participant while in employ of
               Intel, the Participant'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.
               
               If  the Participant's option has been held by  the
               Participant for a minimum of four (4) years at the
               time   of   death,  then  the  number  of   shares
               exercisable  by the estate or beneficiary  of  the
               deceased  Participant will be the total number  of
               unexercised  shares, whether or  not  exercisable,
               under such option on the date of the Participant's
               death.  If the Participant's option has been  held
               for  a  period of less than four (4) years at  the
               time   of   death,  then  the  number  of   shares
               exercisable  by the estate or beneficiary  of  the
               deceased  Participant will be the total number  of
               shares which were exercisable under such option on
               the date of the Participant's death.
               
               If  a  Participant should die within  thirty  (30)
               days  of his or her termination of employment 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
               Participant'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 any Participant, the
               Participant's rights to options may be exercised for a period
               of twelve (12) months after termination.  If the Participant's
               option has been held for a minimum of four (4) years, then the
               number of shares exercisable by the Participant will be the
               total number of unexercised shares, whether or not
               exercisable, under such option on the date of the
               Participant's termination.  If the Participant's option has


               been held for a period of less than four (4) years, then the
               number of shares exercisable by the Participant will be the
               total number of shares which were exercisable under such
               option on the date of the Participant's termination.
               
          (3)  Retirement.  Upon Retirement of a Participant, the
               Participant's rights to options may be exercised for a period
               of twelve (12) months after Retirement.  The number of shares
               exercisable will be the total number of shares which were
               exercisable under the Participant's option on the date of his
               or her Retirement.
               
          (4)  Other Reasons.  Upon termination of a Participant's
               employment for any reason other than those stated above, a
               Participant may, within thirty (30) days following such
               termination exercise the option to the extent such option was
               exercisable on the date of termination.
               
          For purposes of this Section 6(d), unless the Committee
          specifies  otherwise, a Participant's employment  shall
          not be deemed terminated (i) if, within sixty (60) days
          such   Participant  is  rehired  by  Intel,   (ii)   if
          Participant is transferred from the Corporation to  any
          Subsidiary  or  from any one Subsidiary to  another  or
          from  a Subsidiary to the Corporation, or (iii) at  the
          discretion  of the Committee, during any  period  of  a
          Participant's  leave  of  absence,  provided  that  the
          Committee   may  delay  the  Participant's  rights   to
          exercise  options as a result of such leave of absence.
          In   addition,  a  Participant's  employment  with  any
          partnership, joint venture or corporation  not  meeting
          the   requirements  of  a  Subsidiary  in   which   the
          Corporation  or a Subsidiary is a party  and  which  is
          designated  by  the  Committee  as  subject   to   this
          provision, shall be considered employment for  purposes
          of this Section 6(d).
          
     (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)  Cancellation:  The Committee may, at any time prior  to
          exercise and subject to consent of the Participant, cancel any
          options previously granted and may or may not substitute in their
          place options at a different price and different type under
          different terms or in different amounts.
          
     (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 8.  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 at any time.
          
7.   LOANS
     
     The  Corporation  may  make loans, at  the  request  of  the
     Participant and in the sole discretion of the Board  or  its
     Committee,  for  the purpose of enabling the Participant  to
     exercise options granted under the Plan and to pay  the  tax
     liability resulting from an option exercise under the  Plan.
     The  Board  or  its Committee shall have full  authority  to
     determine  the  terms and conditions of  such  loans.   Such
     loans may be secured by the shares received upon exercise of
     such option.
     
8.   ADJUSTMENT OF AND CHANGES IN THE STOCK
     
     In  the  event that the number of shares of Common Stock  of
     the  Corporation  shall be increased  or  decreased  through
     reclassification, combination of shares, a  stock  split  or
     the  payment  of a stock dividend, or otherwise,  then  each
     share  of  common stock of the Corporation  which  has  been
     authorized  for issuance under the Plan, whether such  share
     is  then  currently subject to or may become subject  to  an
     option under the Plan, shall be proportionately adjusted  to
     reflect  such  increase  or decrease.   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, whether by reason  of  merger,
     consolidation or otherwise, then if the Committee shall,  in


     its  sole  discretion, determine that such change  equitably
     requires  an  adjustment  to  shares  currently  subject  to
     options  or  which may become subject to options  under  the
     Plan,  or  to  prices or terms of outstanding options,  such
     adjustment   shall   be   made  in  accordance   with   such
     determination.   In addition, in the event  of  such  change
     described  in  this paragraph, the Board  of  Directors  may
     accelerate  the  time or times at which any  option  may  be
     exercised   and  may  provide  for  cancellation   of   such
     accelerated  options which are not exercised within  a  time
     prescribed by the Board of Directors in its sole discretion.
     
     No right to purchase fractional shares shall result from any
     adjustment in options pursuant to this Section.  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.
     
9.   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.
     
10.  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.  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.
     
11.  ADMINISTRATION AND AMENDMENT OF THE PLAN
     
     The  Plan shall be administered by the Committee which shall
     consist  of at least two persons appointed by the  Board  of
     Directors.  The Board of Directors 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.  The Committee shall act pursuant to
     a majority vote or majority written consent.
     
     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  8 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  interpretation and construction of any provision of the
     Plan   by  the  Board  of  Directors  shall  be  final   and
     conclusive.   The Board of Directors may periodically  adopt
     rules  and regulations for carrying out the Plan, and  amend
     the   Plan  as  desired,  without  further  action  by   the
     Corporation's stockholders except to the extent required  by
     applicable law.
     
12.  TIME OF GRANTING OPTIONS
     
     The effective date of such option shall be the date on which
     the  grant  was made.  Within a reasonable time  thereafter,
     Intel will deliver the option to the Participant.