1998 Executive Long Term Stock Option Plan - Intel Corp.


                              INTEL CORPORATION
                          1988 EXECUTIVE LONG TERM
                              STOCK OPTION PLAN
             (Amended and Restated Effective as of July 16, 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' means a physical condition arising from an illness or
          injury which renders an individual incapable of performing work.
          The determination of the Corporation as to an individual's
          Disablement shall be made in accordance with the standards and
          procedures of the Corporation's then-current Long-Term Disability
          Plan and shall be conclusive on all of the parties.

     (d)  'Plan' means the Intel Corporation 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.

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

3.   PARTICIPANTS

     'Participants' in the Plan shall be those key 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 was amended and restated by the Board of Directors on July 16,
     1997, to provide for limited transferability of options.

     The Plan shall remain available for the grant of options until all
     shares of stock available for 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 80,000,000 shares (as adjusted automatically
     by the Plan's terms effective July 13, 1997, to reflect a stock split
     effected in the form of a stock distribution) of the Corporation's
     common stock, 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
               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 at any


               time during the twelve (12) months after termination.  If
               the Participant's option has been held for a minimum of four
               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 at any time
               during the 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 otherwise provided by the
          Committee and subject to the establishment of procedures by
          the Committee, each option shall be transferable only:

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

          (2)  by gift to the Immediate Family, partnerships whose only
               partners are the Participant or members of the Immediate
               Family, limited liability companies whose only shareholders
               are the Participant or members of the Immediate Family, and
               trusts established solely for the benefit of the Participant
               or members of the Immediate Family.

               The transferees described in this subsection (e) of Section
               6 shall be referred to as 'Permitted Transferees'.

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

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


          (f)  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.