1992 Stock Incentive Plan - Advanced Micro Devices Inc.


                         ADVANCED MICRO DEVICES, INC.
                           1992 STOCK INCENTIVE PLAN


1.   Purpose

     The purpose of this Plan is to encourage key personnel, whose long-term
employment is considered essential to the Company's continued progress, to
remain in the employ of the Company or its subsidiaries.  By means of the Plan,
the Company also seeks to attract new key employees whose future services are
necessary for the continued improvement of operations.  The Company intends
future increases in the value of securities granted under this Plan to form part
of the compensation for services to be rendered by such employees in the future.

2.   Definitions

     The terms defined in this Section 2 shall have the respective meanings set
forth herein, unless the context otherwise requires.

     (a)  Affiliate:  The term "Affiliate" shall mean any corporation,
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partnership, joint venture or other entity in which the Company holds an equity,
profits or voting interest of thirty percent (30%) or more.

     (b)  Award Price:  The term "Award Price" shall mean a price designated by
          -----------
the Board or its delegate and which is not less than the Fair Market Value per
Share on the date the Stock Appreciation Right is granted. In the case of a
General Right which is exercisable only in lieu of exercising a Related Option,
unless otherwise specified in the Right Agreement, the Award Price shall be the
exercise price of such Related Option.

     (c)  Board or its delegate:  The term "Board or its delegate" shall mean
          ---------------------
the Company's Board of Directors or its delegate as set forth in Sections 3(d)
and 3(e) hereinbelow.

    (d):  "Change of Control" Unless otherwise defined in a Participant's
           -----------------                                             
employment agreement, the term "Change of Control" shall be deemed to mean any
of the following events: (i) any "person" (as such term is used in Sections
13(d) and 14(d) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act") is or becomes the beneficial owner (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
(not including in the securities beneficially owned by such person any
securities acquired directly from the Company or any of its Affiliates)
representing more than 20% of either the then outstanding shares of the Common
Stock of the Company or the combined voting power of the Company's then
outstanding voting securities; (ii) during any period of two consecutive years,
individuals who at the beginning of such period constituted the Board and any
new director (other than a director designated by a person who has entered into
an agreement or arrangement with the Company to effect a transaction described
in clause (i) or (ii) of this sentence) whose appointment, election, or
nomination for election by the Company's stockholders, was approved by a vote of
at least two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose appointment, election or
nomination for election was previously so approved, cease for any reason to
constitute a majority of the Board; or (iii) there is consummated a merger or
consolidation of the Company or subsidiary thereof with or into any 

 
other corporation, other than a merger or consolidation which would result in
the holders of the voting securities of the Company outstanding immediately
prior thereto holding securities which represent immediately after such merger
or consolidation more than 50% of the combined voting power of the voting
securities of either the Company or the other entity which survives such merger
or consolidation or the parent of the entity which survives such merger or
consolidation; or (iv) the stockholders of the Company approve a plan of
complete liquidation of the Company or there is consummated the sale or
disposition by the Company of all or substantially all of the Company's assets,
other than a sale or disposition by the Company of all or substantially all of
the Company's assets to an entity, at least 80% of the combined voting power of
the voting securities of which are owned by persons in substantially the same
proportions as their ownership of the Company immediately prior to such sale.
Notwithstanding the foregoing (i) unless otherwise provided in a Participant's
employment agreement, no "Change of Control" shall be deemed to have occurred if
there is consummated any transaction or series of integrated transactions
immediately following which the record holders of the Common Stock of the
Company immediately prior to such transaction or series of transactions continue
to have substantially the same proportionate ownership in an entity which owns
all or substantially all of the assets of the Company immediately prior to such
transaction or series of transactions and (ii) unless otherwise provided in a
Participant's employment agreement, "Change of Control" shall exclude the
acquisition of securities representing more than 20% of either the then
outstanding shares of the Common Stock of the Company or the combined voting
power of the Company's then outstanding voting securities by the Company or any
of its wholly owned subsidiaries, or any trustee or other fiduciary holding
securities of the Company under an employee benefit plan now or hereafter
established by the Company.

     (d)  Code:  The term "Code" shall mean the Internal Revenue Code of 1986,
          ---- 
as amended to date and as it may be amended from time to time.

     (e)  Company:  The term "Company" shall mean Advanced Micro Devices, Inc.,
          ------- 
a Delaware corporation.

     (f)  Constructive Termination:  The term "Constructive Termination" shall
          ------------------------
mean a resignation by a Participant who has been elected by the Company's Board
of Directors as a corporate officer of the Company, due to diminution or adverse
change in the circumstances of such Participant's employment with the Company,
as determined in good faith by the Participant, including, without limitation,
reporting relationships, job description, duties, responsibilities,
compensation, perquisites, office or location of employment. Constructive
Termination shall be communicated by written notice to the Company, and such
termination shall be deemed to occur on the date such notice is delivered to the
Company. 

     (g)  Disinterested Director:  The term "Disinterested Director" shall mean
          ----------------------
a Non-Employee Director, as defined by Rule 16b-3 under the Securities Exchange
Act of 1934.

     (h)  Event Price per Share:  The term "Event Price per Share" as used in
          --------------------- 
Section 12 with respect to the exercise of a Limited Right shall mean the
highest price per Share paid in connection with the event constituting a Change
of Control. Any securities or property which are part or all of the
consideration paid for Shares in connection with the event constituting a Change
of Control shall be valued in determining the Event Price per Share at the
highest of (A) the valuation placed on such securities or property by the
corporation, person or other entity which paid such price or (B)

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the valuation placed on such securities or property by the Board of Directors.

     (i)  Fair Market Value per Share:  The term "Fair Market Value per Share"
          ---------------------------
shall mean as of any day (i) the closing price for Shares on the New York Stock
Exchange as reported on the composite tape on the day as of which such
determination is being made or, if there was no sale of Shares reported on the
composite tape on such day, on the most recently preceding day on which there
was such a sale, or (ii) if the Shares are not listed or admitted to trading on
the New York Stock Exchange on the day as of which the determination is made,
the amount determined by the Board or its delegate to be the fair market value
of a Share on such day.

     (j)  ISO:  The term "ISO" shall mean a stock option described in Section
          ---
422(b) of the Code.

     (k)  NSO:  The term "NSO" shall mean a nonstatutory stock option not
          ---
described in Sections 422(b) or 423(a) of the Code.

     (l)  Option:  The term "Option" shall mean (except as herein otherwise
          ------
provided) a stock option granted under this Plan.

     (m)  Outside Director:  The term "Outside Director" shall mean a member of
          ----------------
the Board of Directors of the Company who is not also an employee of the Company
or an Affiliate.

     (n)  Participant:  The term "Participant" shall mean any person who holds
          ----------- 
an Option or a Stock Appreciation Right granted under this Plan.

     (o)  Plan:  The term "Plan" shall mean this Advanced Micro Devices, Inc.
          ----
1992 Stock Incentive Plan, as amended from time to time.

     (p)  Shares:  The term "Shares" shall mean shares of Common Stock of the
          ------
Company and any shares of stock or other securities received as a result of the
adjustments provided for in Section 14 of this Plan.

     (q)  Stock Appreciation Right:  The term "Stock Appreciation Right" shall
          ------------------------
mean a right granted under this Plan to receive, without payment to the Company,
cash and/or Shares equivalent in value to the Spread as defined in Sections 11
and 12 of this Plan.

     (r)  Related Option:  The term "Related Option" shall mean an Option with
          --------------                                                      
respect to which a Right has been granted which is exercisable only to the
extent that such Option has not previously been exercised.

     (s)  Rights:  The term "General Right" shall mean a Stock Appreciation
          ------
Right granted pursuant to the provisions of Section 11 of this Plan. The term
"Limited Right" shall mean a Stock Appreciation Right granted pursuant to the
provisions of Section 12 of this Plan. The term "Right" shall mean any General
Right or Limited Right.

     (t)  Window Period:  The term "Window Period" shall mean the period
          -------------
beginning on the third business day following the date of release for
publication of the quarterly and annual summary statements of sales and earnings
of the Company and ending on the twelfth business day 

                                       3

 
following such date.

3.   Administration

     (a)  The Board of Directors (the "Board"), whose authority shall be
plenary, shall administer the Plan and may delegate part or all of its
administrative powers with respect to part or all of the Plan pursuant to
Section 3(d); provided, however, that the Board of Directors shall delegate
administration of the Plan to the extent required by Section 3(e).

     (b)  Except for automatic grants of Options to Outside Directors pursuant
to Section 8 hereof, the Board or its delegate shall have the power, subject to
and within the limits of the express provisions of the Plan:

          (1)  To grant Options and Rights pursuant to the Plan.

          (2)  To determine from time to time which of the eligible persons
     shall be granted Options or Rights under the Plan, the number of Shares for
     which each Option or Right shall be granted, the term of each granted
     Option or Right and the time or times during the term of each Option or
     Right within which all or portions of each Option or Right may be exercised
     (which at the discretion of the Board or its delegate may be accelerated).

          (3)  To grant Options and/or Rights in exchange for cancellation of
     Options and/or Rights granted earlier at different exercise prices,
     provided, however, nothing contained herein shall empower the Board or its
     delegate to grant an ISO under conditions or pursuant to terms that are
     inconsistent with the requirements of Section 422 of the Code.

          (4)  To prescribe the terms and provisions of each Option and/or Right
     granted (which need not be identical) and the form of written instrument
     that shall constitute the Option and/or Right agreement.

          (5)  To take appropriate action to amend any Option and/or Right
     hereunder, including to amend the vesting schedule of any outstanding
     Option or Right, or to cause any Option granted hereunder to cease to be an
     ISO, provided that no such action adverse to a Participant's interest may
     be taken by the Board or its delegate without the written consent of the
     affected Participant.

     (c)  The Board or its delegate shall also have the power, subject to and
within the limits of the express provisions of this Plan:

          (1)  To construe and interpret the Plan and Options and Rights granted
     under the Plan, and to establish, amend and revoke rules and regulations
     for administration of the Plan. The Board or its delegate, in the exercise
     of this power, shall generally determine all questions of policy and
     expediency that may arise and may correct any defect, omission or
     inconsistency in the Plan or in any Option or Right agreement in a manner
     and to the extent it shall deem necessary or expedient to make the Plan
     fully effective.

          (2)  Generally, to exercise such powers and to perform such acts as
     are deemed

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necessary or expedient to promote the best interests of the Company.

     (d)  The Board of Directors may, by resolution, delegate administration of
the Plan (including, without limitation, the Board's powers under Sections 3(b)
and (c) above), under either or both of the following:

          (1)  with respect to the participation of or granting of Options or
     Rights to an employee who is not subject to Section 16 of the Exchange Act,
     to a committee of one or more members of the Board of Directors, whether or
     not such members of the Board of Directors are Disinterested Directors;

          (2)  with respect to matters other than the selection for
     participation in the Plan, substantive decisions concerning the timing,
     pricing, amount or other material term of an Option or Right, to a
     committee of one or more members of the Board of Directors, whether or not
     such members of the Board of Directors are Disinterested Directors, or to
     one or more officers of the Company.

     (e)  Unless each member of the Board is a Disinterested Director, the Board
shall, by resolution, delegate administration of the Plan with respect to the
participation in the Plan of employees who are subject to Section 16 of the
Exchange Act, including its powers to select such employees for participation in
the Plan, to make substantive decisions concerning the timing, pricing, amount
or any other material term of an Option or Right, to a committee of two or more
Disinterested Directors. Any committee to which administration of the Plan is so
delegated pursuant to this Section 3(e) may also administer the Plan with
respect to an employee described in Section 3(d)(1) above.

     (f)  Except as required by Section 3(e) above, the Board shall have
complete discretion to determine the composition, structure, form, term and
operations of any committee established to administer the Plan. If
administration is delegated to a committee, unless the Board otherwise provides,
the committee shall have, with respect to the administration of the Plan, all of
the powers and discretion theretofore possessed by the Board and delegable to
such committee, subject to any constraints which may be adopted by the Board
from time to time and which are not inconsistent with the provisions of the
Plan. The Board at any time may revest in the Board any of its administrative
powers under the Plan, except under circumstances where a committee is required
to administer the Plan under Section 3(e) above.

     (g)  The determinations of the Board or its delegate shall be conclusive
and binding on all persons having any interest in this Plan or in any awards
granted hereunder.

4.   Shares Subject to Plan

     Subject to the provisions of Section 14 (relating to adjustments upon
changes in stock), the Shares which may be sold pursuant to Options granted
under the Plan plus the Shares with respect to which Rights may be exercised
under the Plan shall not exceed in the aggregate eighteen million seven hundred
thousand (18,700,000) Shares of the Company's authorized Common Stock and may be
unissued shares or reacquired shares or shares bought on the market for the
purposes of issuance under the Plan. If any Options or Rights granted under the
Plan shall for any reason terminate or 

                                       5

 
expire without having been exercised in full, the Shares subject to such Options
or Rights shall be available again for the purposes of the Plan. On the exercise
of a General of Limited Right, the Related Option, if any, shall be considered
to have been exercised to the extent such General or Limited Right is exercised
for the purpose of determining the number of Shares available for the grant of
further Options or Rights pursuant to the Plan.

5.   Eligibility

     Options and/or Rights may be granted only to full or part-time employees of
the Company and/or of any Affiliate. Outside Directors shall not be eligible for
the benefits of the Plan, except as provided in Section 8 hereof. Any employee
or Outside Director may hold more than one Option and Right at any time.

6.   Stock Options -- General Provisions

     (a)  Except for automatic grants of Options to Outside Directors under
Section 8 hereof, each Option granted pursuant to the Plan may, at the
discretion of the Board or its delegate, be granted either as an ISO or as an
NSO. No option may be granted alternatively as an ISO and as an NSO.

     (b)  To the extent that the aggregate exercise price for ISOs which are
exercisable for the first time by a Participant during any calendar year (under
this Plan or any other plans of the Company or its Affiliates) exceeds $100,000,
such options shall be treated as NSOs.

     (c)  No ISO may be granted to a person who, at the time of grant, owns
stock possessing more than 10% of the total combined voting power of the Company
or any of its Affiliates unless the exercise price is at least 110% of the Fair
Market Value per Share of the stock subject to the option and the term of the
option does not exceed five (5) years from the date such ISO is granted.

     (d)  No ISO may be granted to a consultant or advisor eligible to receive
Options under this Plan.

7.   Terms of Option Agreement

     Except as otherwise required by the terms of Section 8 hereof, each option
agreement shall be in such form and shall contain such terms and conditions as
the Board or its delegate from time to time shall deem appropriate, subject to
the following limitations:

     (a)  The term of any Option (other than an ISO) shall not be greater than
ten (10) years and one day from the date it was granted. The term of any ISO
shall not be greater than ten (10) years from the date it was granted.

     (b)  The exercise price of each Option shall be not less than the Fair
Market Value per Share of the stock subject to the Option on the date the Option
is granted.

     (c)  Unless otherwise specified in the Option Agreement an option shall not
be transferable otherwise than by will, pursuant to the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined by
the Code or Title I of the Employee Retirement 

                                       6

 
Income Security Act, or the rules thereunder.

     (d): Except as otherwise provided in paragraph (e) of this Section 7 or in
a Participant's employment agreement, the rights of a Participant (other than an
Outside Director) to exercise an Option shall be limited as follows:

          (1)  DEATH OR DISABILITY: If a Participant's service is terminated by
               ------------------- 
     death or disability, then the Participant or the Participant's estate, or
     such other person as may hold the Option, as the case may be, shall have
     the right for a period of twelve (12) months following the date of death or
     disability, or for such other period as the Board may fix, to exercise the
     Option to the extent the Participant was entitled to exercise such Option
     on the date of his death or disability, or to such extent as may otherwise
     be specified by the Board (which may so specify after the date of his death
     or disability but before expiration of the Option), provided the actual
     date of exercise is in no event after the expiration of the term of the
     Option. A Participant's estate shall mean his legal representative or any
     person who acquires the right to exercise an Option by reason of the
     Participant's death or disability.

          (2)  MISCONDUCT: If a Participant is determined by the Board to have
               ----------                                                     
     committed on act of theft, embezzlement, fraud, dishonesty, a breach of
     fiduciary duty to the Company (or Affiliate), or deliberate disregard of
     the rules of the Company (or Affiliate), or if a Participant makes any
     unauthorized disclosure of any of the trade secrets or confidential
     information of the Company (or Affiliate), engages in any conduct which
     constitutes unfair competition with the Company (or Affiliate), induces any
     customer of the Company (or Affiliate) to break any contract with the
     Company (or Affiliate), or induces any principal for whom the Company (or
     Affiliate) acts as agent to terminate such agency relationship, then,
     unless otherwise provided in a Participant's employment agreement, neither
     the Participant, the Participant's estate nor such other person who may
     then hold the Option shall be entitled to exercise any Option with respect
     to any Shares whatsoever, after termination of service, whether or not
     after termination of service the Participant may receive payment from the
     Company (or Affiliate) for vacation pay, for services rendered prior to
     termination, for services rendered for the day on which termination occurs,
     for salary in lieu of notice, or for any other benefits. In making such
     determination, the Board shall give the Participant an opportunity to
     present to the Board evidence on his behalf. For the purpose of this
     paragraph, unless otherwise provided in a Participant's employment
     agreement, termination of service shall be deemed to occur on the date when
     the Company dispatches notice or advice to the Participant that his service
     is terminated.

          (3)  TERMINATION FOR OTHER REASONS: If a Participant's service is
               -----------------------------                               
     terminated for any reason other than those mentioned above under "DEATH OR
     DISABILITY" or "MISCONDUCT," the Participant, the Participant's estate, or
     such other person who may then hold the Option may, within three months
     following such termination, or within such longer period as the Board may
     fix, exercise the Option to the extent such Option was exercisable by the
     Participant on the date of termination of his employment or service, or to
     the extent otherwise specified by the Board (which may so

                                       7

 
     specify after the date of the termination but before expiration of the
     Option) provided the date of exercise is in no event after the expiration
     of the term of the Option.

          (4)  EVENTS NOT DEEMED TERMINATIONS: Unless otherwise provided in a
               ------------------------------                                
     Participant's employment agreement, the service relationship shall not be
     considered interrupted in the case of (i) a Participant who intends to
     continue to provide services as a director, employee, consultant or advisor
     to the Company or an Affiliate; (ii) sick leave; (iii) military leave; (iv)
     any other leave of absence approved by the Board, provided such leave is
                                                       --------
     for a period of not more than 90 days, unless reemployment upon the
     expiration of such leave is guaranteed by contract or statute, or unless
     provided otherwise pursuant to formal policy adopted from time to time by
     the Company and issued and promulgated to employees in writing; or (v) in
     the case of transfer between locations of the Company or between the
     Company or its Affiliates. In the case of any employee on an approved leave
     of absence, the Board may make such provisions respecting suspension of
     vesting of the Option while on leave from the employ of the Company or an
     Affiliate as it may deem appropriate, except that in no event shall an
     Option be exercised after the expiration of the term set forth in the
     Option.

     (e): Unless otherwise provided in a Participant's employment agreement, if
any Participant's employment is terminated by the Company for any reason other
than for Misconduct or, if applicable, by Constructive Termination, within one
year after a Change of Control has occurred, then all Options held by such
Participant shall become fully vested for exercise upon the date of termination,
irrespective of the vesting provisions of the Participant's Option agreement.
For purposes of this subsection (e), the term "Change of Control" shall have the
meaning assigned by this Plan, unless a different meaning is defined in an
individual Participant's Option agreement or employment agreement.

     (d)  Options may also contain such other provisions, which shall not be
inconsistent with any of the foregoing terms, as the Board or its delegate shall
deem appropriate.

8.   Automatic Grants to Outside Directors

     [deleted]

9.   Payments and Loans Upon Exercise of Options

     With respect to Options other than Options granted to Outside Directors
pursuant to Section 8, the following provisions shall apply:

     (a)  The exercise price of Shares sold pursuant to an Option shall be paid
either in full in cash or by certified check at the time the Option is exercised
or in accordance with any deferred payment arrangement that the Board or its
delegate in its discretion may approve.

     (b)  In addition, if and to the extent authorized by the Board or its
delegate, Participants may make all or any portion of any payment due to the
Company upon exercise of an Option (i) by delivery of any property (including
securities of the Company) other than cash, so long as such property constitutes
valid consideration for the stock under applicable law and has a fair market
value on date of delivery equal to the exercise price, or (ii) by delivery to
the Company of a

                                       8

 
properly executed exercise notice together with irrevocable instructions to a
broker to promptly deliver to the Company from sale or loan proceeds the amount
required to pay the exercise price and any applicable tax withholding. If
securities of the Company are delivered in payment of the exercise price
pursuant to this paragraph, such securities shall have been owned for at least
six months (or such other period as the Board or its delegate may require) and
have a fair market value on the date of surrender equal to the exercise price.
Any securities delivered by a Participant who is subject to Section 16 of the
Exchange Act must be the same class of stock as the stock to be received upon
exercise of the Option.

     (c)  The Company may make loans or guarantee loans made by an appropriate
financial institution to individual Participants, including officers, on such
terms as may be approved by the Board of Directors for the purpose of financing
the exercise of Options granted under the Plan and the payment of any taxes that
may be due by reason of such exercise.

     (d)  In addition, a Participant may elect to have the Company withhold from
the number of Shares otherwise issuable upon exercise of an Option, a sufficient
number of Shares with an aggregate Fair Market Value per Share on the date of
exercise equal to the exercise price. Any such election shall be subject to the
approval of the Board or its delegate and must be made in compliance with rules
and procedures established by the Board or its delegate.

10.  Tax Withholding

     (a)  Where, in the opinion of counsel to the Company, the Company has or
will have an obligation to withhold taxes relating to the exercise of any Option
or Right, the Board or its delegate may in its discretion require that such tax
obligation be satisfied in a manner satisfactory to the Company. In satisfying
such obligation with respect to a General or Limited Right exercised for cash,
the Company may withhold such taxes from any cash award. With respect to the
exercise of an Option or a General Right, in whole or in part, for Shares, the
Company may require the payment of such taxes before Shares deliverable pursuant
to such exercise are transferred to the holder of the Option or General Right.

     (b)  With respect to the exercise of an Option or a General Right, in whole
or in part, for Shares, a Participant may elect (a "Withholding Election") to
pay his withholding tax obligation by the withholding of Shares from the total
number of Shares deliverable pursuant to the exercise of such Option or General
Right or by delivering to the Company a sufficient number of previously acquired
Shares owned for at least six months or such other period as the Board or its
delegate may require. The value of Shares withheld or delivered shall be the
Fair Market Value per Share on the date the exercise becomes taxable. All
Withholding Elections are subject to the approval of the Board or its delegate
and must be made in compliance with rules and procedures established by the
Board or its delegate.

11.  Stock Appreciation Rights -- General Rights

     (a)  The Board or its delegate shall have authority in its discretion to
grant a General Right to any eligible employee. A General Right may be granted
to a Participant irrespective of whether such Participant holds, is being
granted, or has been previously granted an Option, a Limited Right or a General
Right under the Plan. A General Right may be made exercisable without regard to
the exercisability of any Option or may be made exercisable only to the extent
of,

                                       9

 
and in lieu of, a Related Option. A General Right may be granted with respect to
some or all of the Shares issuable pursuant to the Related Option.

     (b)   With respect to the exercise of any General Right for Shares by any
Participant, and with respect to the exercise of a General Right for Shares or
cash by a Participant who is not subject to Section 16 of the Exchange Act, the
term "Spread" as used in paragraph (c) of this Section 11 shall mean an amount
equal to the product computed by multiplying (i) the excess of (A) the Fair
Market Value per Share on the date such General Right is exercised over (B) the
Award Price by (ii) the number of Shares with respect to which such General
Right is being exercised. With respect to the exercise of any General Right for
cash by a Participant who is subject to Section 16 of the Exchange Act pursuant
to an election made in accordance with paragraphs (c) and (d) of this Section
11, the term "Spread" as used in paragraph (c) of this Section 11 shall mean an
amount equal to the product computed by multiplying (i) the excess of (A) the
highest Fair Market Value per Share during a Window Period over (B) the Award
Price by (ii) the number of Shares with respect to which such General Right is
being exercised. With respect to the exercise of a General Right for cash
pursuant to an election made in accordance with paragraph (f) of this Section 11
by a Participant who is subject to Section 16 of the Exchange Act, the term
"Spread" as used in paragraph (c) of this Section 11 shall mean an amount equal
to the product computed by multiplying (i) the excess of (A) the Fair Market
Value per Share on the date the election becomes effective over (B) the Award
Price by (iii) the number of Shares with respect to which the General Right is
being exercised.

     (c)   On the exercise of a General Right as provided in paragraph (g) of
this Section 11, the holder thereof (subject to compliance with paragraph (d) or
paragraph (f) of this Section 11, if applicable) shall be entitled at his
election to receive either:

       (i) a number of Shares equal to the quotient computed by dividing the
     Spread by the Fair Market Value per Share on the date of exercise of the
     General Right; provided, however, that in lieu of fractional Shares the
     Company shall pay cash equal to the same fraction of the Fair Market Value
     per Share on the date of exercise of the General Right; or

      (ii) an amount in cash equal to the Spread; or

     (iii) a combination of cash in the amount specified in such holder's
     notice of exercise, and a number of Shares calculated as provided in clause
     (i) of this paragraph (c), after reducing the Spread by such cash amount,
     plus cash in lieu of any fractional Share as provided above.

     (d)   This paragraph (d) shall only apply to Participants who are subject
to Section 16 of the Exchange Act. Unless an election to receive cash upon the
exercise of a General Right is made pursuant to paragraph (f) of this Section
11, the Board or its delegate shall have sole discretion to consent to or
disapprove, in whole or in part, the election pursuant to either clause (ii) or
(iii) of paragraph (c) of this Section 11 of a holder of a General Right to
receive cash upon the exercise of a General Right ("Cash Election"). Such
consent or disapproval may be given at any time after the Cash Election to which
it relates. If the Board or its delegate shall disapprove a Cash Election, in
lieu of paying the cash (or any portion thereof) specified in such Cash
Election, the Board or its delegate shall determine the cash, if any, to be paid
pursuant to such Cash Election and shall issue a number of Shares calculated as
provided in clause (i) of paragraph (c) of this Section 11, after

                                      10

 
reducing the Spread by such cash to be paid plus cash in lieu of any fractional
Share. A Cash Election may be made only (x) with respect to a General Right
which has been held at least six months from the date of grant of such General
Right, and (y) during a Window Period. A Cash Election made in advance of a
Window Period shall be deemed to have been made and to take effect on the first
day of the first Window Period occurring after such election.

     (e)  Notwithstanding the provision of paragraph (c) of this Section 11, if
the employment of any Participant is terminated by the Company for any reason
other than for Misconduct (or, if applicable, by Constructive Termination)
within one year after a Change of Control has occurred, then such Participant's
General Right shall become fully vested and may be exercised only for cash
during a period of sixty days beginning on the date of termination; provided,
however, that with respect to a General Right held by a Participant who is
subject to Section 16 of the Exchange Act, the event constituting a Change of
Control shall have been subject to stockholder approval by non-insider
stockholders of the Company, as determined under Rule 16(b)(3) of the Exchange
Act, and if such General Right has not been outstanding for at least six months
on the date of termination, then the sixty-day period shall not begin until the
expiration of six months from the date of grant of such General Right. Upon such
exercise, a holder of a General Right shall be entitled to receive an amount in
cash equal to the Spread which, for purposes of this paragraph (e) of this
Section 11, shall mean an amount equal to the product computed by multiplying
(i) the excess of (A) the Fair Market Value per Share on the date such General
Right is exercised over (B) the Award Price, by (ii) the number of Shares with
respect to which such General Right is being exercised.

     (f)  An election by a Participant who is subject to Section 16 of the
Exchange Act to receive cash upon the exercise of a General Right may be made
without compliance with paragraph (d) of this Section 11, if such election is
irrevocable and the receipt of cash pursuant to such election occurs no earlier
than six months after such election is made. An election made pursuant to this
paragraph (f) may be changed only by a subsequent irrevocable election to take
effect no earlier than six months after the date such subsequent election is
made.

     (g)  To exercise a General Right, the holder shall (i) give notice thereof
to the Company in form satisfactory to the Board or its delegate addressed to
the Secretary of the Company specifying (A) the number of Shares with respect to
which such holder is exercising the General Right and (B) the amount such holder
elects to receive in cash, if any, and the amount he elects to receive in Shares
with respect to the exercise of the General Right; provided, however, that
notice of the exercise of a General Right pursuant to paragraph (e) of this
Section 11 shall only specify the number of Shares with respect to which the
General Right is being exercised for cash; and (ii) if requested by the Company,
deliver the Right Agreement relating to the General Right being exercised and
the Option Agreement for any Related Option to the Secretary of the Company, who
shall endorse thereon a notation of such exercise and return the Right Agreement
and Option Agreement to the Participant. The date of exercise of a General Right
which is validly exercised shall be the date on which the Company shall have
received the notice referred to in the first sentence of this paragraph (g).


12.  Stock Appreciation Rights -- Limited Rights

     (a)  The Board or its delegate shall have authority in its discretion to
grant a Limited

                                      11

 
Right to the holder of a Related Option. A Limited Right may be granted with
respect to all or some of the Shares covered by such Related Option. A Limited
Right may be granted either at the time of grant of the Related Option or at any
time thereafter during its term. A Limited Right may be granted to a Participant
irrespective of whether such Participant is being granted or has been granted a
General Right with respect to the same Related Option. Unless specified in the
Right Agreement as an Automatic Right, a Limited Right may be exercised only
during a period of sixty days beginning on the date of a Change of Control;
provided, however, that with respect to a Limited Right held by a Participant
who is subject to Section 16 of the Exchange Act the event constituting a Change
of Control shall have been subject to stockholder approval by non-insider
stockholders of the Company, as determined under Rule 16(b)(3) of the Exchange
Act, and if such Limited Right has not been outstanding for at least six months
on the date of the Change of Control, then the sixty-day period shall not begin
until the expiration of six months from the date of grant of such Limited Right.
Notwithstanding the provisions of the immediately preceding sentence, each
Limited Right shall be exercisable only if and to the extent that the Related
Option is exercisable. A Limited Right granted as an Automatic Right, shall be
exercised automatically and only for cash, on satisfaction of conditions
specified in the Right Agreement.

     (b)  The term "Spread" as used in this Section 12 with respect to the
exercise of any Limited Right shall mean an amount equal to the product computed
by multiplying (i) the excess of (A) either (x) the highest Fair Market Value
per Share during the sixty-day period ending on the date of the Change of
Control, or (y) the Event Price per Share, whichever is greater, over (B) the
exercise price per Share at which the Related Option is exercisable, by (ii) the
number of Shares with respect to which such Limited Right is being exercised.

     (c)  Upon the exercise of a Limited Right as provided in paragraph (e) of
this Section 12, the holder thereof shall receive an amount in cash equal to the
Spread.

     (d)  Notwithstanding any other provision of this Plan, no General Right
which has a Related Option may be exercised for cash at any time when any
Limited Right which was granted with respect to the same Related Option may be
exercised.

     (e)  To exercise a Limited Right, the holder shall (i) give notice thereof
to the Company in form satisfactory to the Board or its delegate specifying the
number of Shares with respect to which such holder is exercising the Limited
Right, and (ii) if requested by the Company, deliver the Right Agreement
relating to the Limited Right being exercised and the Option Agreement for the
Related Option to the Secretary of the Company who shall endorse thereon a
notation of such exercise and return the Right Agreement and the Option
Agreement to the employee. The date of exercise of a Limited Right which is
validly exercised shall be deemed to be the date on which the Company shall have
received the notice referred to in the first sentence of this paragraph (e).

13.  Stock Appreciation Rights -- General Provisions

     (a)  Either a General Right or a Limited Right, or both a General Right and
a Limited Right, may be granted with respect to the same Related Option. Upon
the exercise of a Right, any Related Option shall cease to be exercisable to the
extent of the stock with respect to which the Right is exercised. Upon the
exercise or termination of any Related Option, the Right or Rights that relate
thereto will cease to be exercisable to the extent of the number of Shares with
respect to which the Related Option is exercised or terminated.

                                      12

 
     (b)  The Company intends that Sections 11, 12 and 13 shall comply with the
requirements of Rule 16b-3 (the "Rule") under the Exchange Act during the term
of this Plan. Should any provision of these Sections 11, 12 and 13 fail to
comply with or be unnecessary to comply with the requirements of the Rule, the
Board may amend this Plan to add to or modify the provisions of this Plan
accordingly without seeking stockholder approval.

     (c)  Unless otherwise specified in the Right Agreement, no General or
Limited Right shall be transferable except by will, by the laws of descent and
distribution, or pursuant to a qualified domestic relations order as defined by
the Code or Title I of the Employee Retirement Income Security Act, or the rules
thereunder; provided, however, that the terms of a General or Limited Right
granted with respect to an ISO shall comply with the requirements of the Code as
necessary to maintain the status of the Related Option as an ISO including,
without limitation, transferability and exercisability restrictions.

     (d)  A person exercising a General Right shall not be treated as having
become the registered owner of any Shares issued on such exercise until such
Shares are issued.

     (e)  Each General or Limited Right shall be on such terms and conditions
not inconsistent with this Plan as the Board or its delegate may determine and
shall be evidenced by a Right Agreement setting forth such terms and conditions
executed by the Company and the holder of the General or Limited Right.

14.  Adjustments of and Changes in the Stock

     If there is any change in the Common Stock of the Company by reason of any
stock dividend, stock split, spin-off, split up, merger, consolidation,
recapitalization, reclassification, combination or exchange of shares, or any
other similar corporate event, then the Board or its delegate shall make
appropriate adjustments to the number of Shares of Common Stock of the Company
theretofore appropriated or thereafter subject or which may become subject to an
Option or Right under the Plan. Outstanding Options and Rights shall also be
automatically converted as to price and other terms if necessary to reflect the
foregoing events. No right to purchase fractional shares shall result from any
adjustment in Options or Rights pursuant to this Section 14. In case of any such
adjustment, the Shares subject to the Option or Right shall be rounded down to
the nearest whole Share. Notice of any adjustment shall be given by the Company
to each holder of any Option or Right which shall have been so adjusted and such
adjustment (whether or not such notice is given) shall be effective and binding
for all purposes of the Plan.

15.  Effective Date of the Plan

     The Plan shall become effective when adopted by the Board, but no Option or
Right granted under this Plan shall be exercisable until the Plan is approved by
the affirmative vote of a majority of the holders of voting stock who are
present or represented and entitled to vote at a meeting of stockholders of the
Company duly called and held.

16.  Amendment of the Plan

     (a)  The Board of Directors at any time, and from time to time, may amend
the Plan, 

                                      13

 
subject to the limitation, however, that, except as provided in Section 14
(relating to adjustments upon changes in stock), no amendment for which
stockholder approval is required shall be effective unless such approval is
obtained within the required time period. Whether stockholder approval is
required shall be determined by the Board of Directors and shall be consistent
with the rules of the Securities and Exchange Commission, the Code or the stock
exchange(s) on which the Company's shares are listed, as such rules are in
effect at the time the Plan amendment is adopted by the Board of Directors.
Approval of the stockholders may be obtained by the affirmative vote of a
majority of the holders of the Company's voting stock who are present or
represented and entitled to vote at a meeting of stockholders of the Company
duly called and held, or by the written consent of the holders of a majority of
the outstanding voting stock of the Company.

     (b)  It is expressly contemplated that the Board may, without seeking
approval of the Company's stockholders, amend the Plan in any respect necessary
to provide the Company's employees with the maximum benefits provided or to be
provided under Section 422 of the Code or Section 16 of the Securities and
Exchange Act of 1934 and the regulations promulgated thereunder relating to
employee incentive stock options and/or to bring the Plan or Options granted
under it into compliance therewith.

     (c)  Rights and obligations under any Option or Right granted before any
amendment of the Plan shall not be altered or impaired by amendment of the Plan,
except with the consent of the person who holds the Option or Right, which
consent may be obtained in any manner that the Board or its delegate deems
appropriate.

     (d)  The Board of Directors may not amend the provisions of Section 8
hereof more than once every six months, other than to comport with changes in
the Code, the Employee Retirement Income Security Act, or the rules thereunder.

17.  Termination or Suspension of the Plan

     The Board of Directors at any time may suspend or terminate the Plan. The
Plan, unless sooner terminated, shall terminate at the end of ten years from the
date the Plan is adopted by the Board or approved by the stockholders of the
Company, whichever is earlier. No Option or Right may be granted under the Plan
while the Plan is suspended or after it is terminated. Rights and obligations
under any Option or Right granted while the Plan is in effect, including the
maximum duration and vesting provisions, shall not be altered or impaired by
suspension or termination of the Plan, except with the consent of the person who
holds the Option or Right, which consent may be obtained in any manner that the
Board or its delegate deems appropriate.

18.  Registration, Listing, Qualification, Approval of Stock and Options

     All Options and Rights granted under the Plan are subject to the
requirement that if at any time the Board shall determine in its discretion that
the registration, listing or qualification of the shares of stock subject
thereto on any securities exchange or under any applicable law, or the consent
or approval by any governmental regulatory body or the stockholders of the
Company, is necessary or desirable as a condition of or in connection with the
issuance of shares upon exercise of the Option or Right, the Option or Right may
not be exercised in whole or in part unless such registration, listing,
qualification, consent or approval shall have been effected or obtained free of
any condition not acceptable to the Board of Directors.

                                      14

 
19.  No Right to Employment

     Nothing in this Plan or in any Option or Right agreement shall be deemed to
confer on any employee any right to continue in the employ of the Company or any
Affiliate or to limit the rights of the Company or its Affiliates, which are
hereby expressly reserved, to discharge an employee at any time, with or without
cause, or to adjust the compensation of any employee.

20.  Miscellaneous

     The use of any masculine pronoun or similar term is intended to be without
legal significance as to gender.






                                      15

 
Updated February 19, 2001


                         ADVANCED MICRO DEVICES, INC.
                           1992 STOCK INCENTIVE PLAN


                               TABLE OF CONTENTS
                               -----------------
                                                                          Page
                                                                          ----
1.   Purpose...............................................................  1

2.   Definitions...........................................................  1

3.   Administration........................................................  4

4.   Shares Subject to Plan................................................  5

5.   Eligibility...........................................................  6

6.   Stock Options -- General Provisions...................................  6

7.   Terms of Option Agreement.............................................  6

8.   Automatic Grants to Outside Directors.................................  8

9.   Payments and Loans Upon Exercise of Options...........................  8

10.  Tax Withholding.......................................................  9
 
11.  Stock Appreciation Rights -- General Rights...........................  9
 
12.  Stock Appreciation Rights -- Limited Rights........................... 11
 
13.  Stock Appreciation Rights -- General Provisions....................... 12
 
14.  Adjustments of and Changes in the Stock............................... 13
 
15.  Effective Date of the Plan............................................ 13
 
16.  Amendment of the Plan................................................. 13
 
17.  Termination or Suspension of the Plan................................. 14
 
18.  Registration, Listing, Qualification, Approval of Stock and Options... 14
 
19.  No Right to Employment................................................ 15
 
20.  Miscellaneous......................................................... 15