2000 Stock Incentive Plan - Advanced Micro Devices Inc.


                         ADVANCED MICRO DEVICES, INC.
                           2000 STOCK INCENTIVE PLAN

                          As adopted October 19, 2000

1.   PURPOSE

     The purpose of this Plan is to encourage key personnel and advisors whose
long-term service is considered essential to the Company's continued progress,
to remain in the service of the Company or its Affiliates.  By means of the
Plan, the Company also seeks to attract new key employees and advisors 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
persons in the future.  It is intended that this purpose will be affected
through the granting of Options.

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,
partnership, joint venture or other entity in which the Company holds an equity,
profits or voting interest of thirty percent (30%) or more.

     (b) "Board"  The term "Board" shall mean the Company's Board of Directors
or its delegate as set forth in Section 3(d) below.

     (c) "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 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 Board 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) "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 in The Wall Street Journal on the day as of which such
determination is being made or, if there was no sale of Shares reported in The
Wall Street Journal 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.

     (h) "Insider"  The term "Insider" means an officer or director of the
Company or any other person whose transactions in the Company's Common Stock are
subject to Section 16 of the Exchange Act.

     (i) "Option"  The term "Option" shall mean a nonstatutory stock option
granted under this Plan.

     (j) "Participant" The term "Participant" shall mean any person who holds an
Option granted under this Plan.

     (k) "Plan"  The term "Plan" shall mean this Advanced Micro Devices, Inc.
2000 Stock Incentive Plan, as amended from time to time.

     (l) "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 9 of this Plan.

3.   ADMINISTRATION

     (a) 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).

     (b) 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 pursuant to the Plan.

         (2)  To determine from time to time which of the eligible persons shall
     be granted Options under the Plan, the number of Shares for which each
     Option shall be granted, the term of each granted 

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     Option and the time or times during the term of each Option within which
     all or portions of each Option may be exercised (which at the discretion of
     the Board or its delegate may be accelerated.)

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

         (4)  To take appropriate action to amend any Option hereunder,
     including to amend the vesting schedule of any outstanding Option, 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.

         (5)  To determine whether and under what circumstances an Option may be
     settled in cash or Shares.

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

     (d) The Board 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 to an
     employee, consultant or advisor, to a committee of one or more members of
     the Board;

         (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, to a committee of one or more members
     of the Board.

     (e) 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.

     (f) 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 9 (relating to adjustments upon
changes in capitalization), (i) the Shares which may be available for issuance
of Options under the Plan shall not exceed in the aggregate 9,000,000 Shares of
the Company's authorized Common Stock and (ii) the Shares which may be available
for issuance of Options that are issued at below Fair Market Value per Share
under the Plan shall not exceed in the aggregate 2,500,000 Shares of the
Company's authorized Common Stock.  In each case, the Shares of the Company's
Common Stock may be unissued Shares or reacquired Shares or Shares bought on the
market for the purposes of issuance under the Plan.  If any Options granted
under the Plan shall for any reason be forfeited or canceled, terminate or
expire, the Shares 

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subject to such Options shall be available again for the purposes of the Plan.
Shares which are delivered or withheld from the Shares otherwise due on exercise
of an Option shall become available for future awards under the Plan. Shares
that have actually been issued under the Plan upon exercise of an Option that
are no longer subject to forfeiture shall not in any event be returned to the
Plan and shall not become available for future awards under the Plan.

5.   ELIGIBILITY

     All Options issued under the Plan shall be nonqualified stock options.
Options may be granted only to full or part-time employees, officers,
consultants and advisors of the Company and/or of any Affiliate; provided that
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such consultants and advisors render bona fide services not in connection with
the offer and sale of securities in a capital-raising transaction.  Options
awarded to Insiders may not exceed in the aggregate forty-five (45%) percent of
all Shares that are available for grant under the Plan and employees of the
Company who are not Insiders must receive at least fifty (50%) percent of all
Shares that are available for grant under the Plan.  Options that are issued to
Insiders at below Fair Market Value per Share may not exceed in the aggregate
forty-five percent (45%) of all Shares that are available to grant at below Fair
Market Value per Share under the Plan and employees of the Company who are not
Insiders must receive a least fifty percent (50%) of such Options.  Any
Participant may hold more than one Option at any time; provided that the maximum
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number of shares which are subject to Options granted to any individual shall
not exceed in the aggregate three million (3,000,000) Shares over the full ten-
year life of the Plan.

6.   TERMS OF STOCK OPTIONS

     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 shall not be greater than ten (10) years and
one day from the date it was granted.

     (b)  Options may be granted at an exercise price that is not less than the
par value per Share of the Shares at the time an Option is granted.

     (c)  Unless otherwise specified in the Option agreement, no Option shall 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 Income Security Act, or the rules
thereunder.

     (d)  Except as otherwise provided in paragraph (e) of this Section 6 or in
a Participant's employment agreement, the rights of a Participant 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 an 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 

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     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 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
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     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.

     (f)  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.

     (g)  The Board may modify, extend or renew outstanding Options and
authorize the grant of new Options in substitution therefor; provided that any
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such action may not, without the written consent of a Participant, impair any
such Participant's rights under any Option previously granted.

7.   PAYMENT OF PURCHASE PRICE

     (a)  The consideration to be paid for the Shares to be issued upon exercise
of an Option, including the method of payment, shall be determined by the Board
or its delegate and may consist entirely of (i) cash, (ii) certified or
cashier's check, (iii) promissory note, (iv) other Shares which (x) either have
been owned by the Participant for 

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more than six months on the date of surrender or were not acquired, directly or
indirectly, from the Company, and (y) have a Fair Market Value per Share on the
date of surrender equal to the aggregate exercise price of the Shares as to
which said Option shall be exercised, (v) delivery of a properly executed
exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Company the amount of sale or loan proceeds required to pay the
exercise price, or (vi) any combination of the foregoing methods of payment. Any
promissory note shall be a full recourse promissory note having such terms as
may be approved by the Board and bearing interest at a rate sufficient to avoid
imputation of income under Sections 483, 1274 or 7872 of the Code; provided that
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Participants who are not employees or directors of the Company will not be
entitled to purchase Shares with a promissory note unless the note is adequately
secured by collateral other than the Shares; provided further, that the portion
                                             -------- -------
of the exercise price equal to the par value, if any, of the Shares must be paid
in cash;

     (b)  The Company may make loans or guarantee loans made by an appropriate
financial institution to individual Participants, including Insiders, on such
terms as may be approved by the Board 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.

8.   TAX WITHHOLDING

     (a)  Where, in the opinion of counsel to the Company, the Company has or
will have an obligation to withhold federal, state or local taxes relating to
the exercise of any Option, the Board may in its discretion require that such
tax obligation be satisfied in a manner satisfactory to the Company.  The
Company may require the payment of such taxes before Shares are transferred to
the holder of the Option.

     (b)  A Participant may elect (a "Withholding Election") to pay his minimum
statutory withholding tax obligation by the withholding of Shares from the total
number of Shares deliverable under such Option, or by delivering to the Company
a sufficient number of previously acquired Shares, and may elect to have
additional taxes paid by the delivery of previously acquired Shares, in each
case in accordance with rules and procedures established by the Board.
Previously owned Shares delivered in payment for such additional taxes must have
been owned for at least six months prior to the delivery or must not have been
acquired directly or indirectly from the Company and may be subject to such
other conditions as the Board may require.  The value of Shares withheld or
delivered shall be the Fair Market Value per Share on the date the Option
becomes taxable.  All Withholding Elections are subject to the approval of the
Board and must be made in compliance with rules and procedures established by
the Board.

9.   ADJUSTMENTS OF AND CHANGES IN CAPITALIZATION

     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 shall make appropriate adjustments
to the number of Shares theretofore appropriated or thereafter subject or which
may become subject to an Option under the Plan.  Outstanding Options 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 pursuant to this Section 9.  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 Company to
each holder of any Option 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.

10.  PRIVILEGES OF STOCK OWNERSHIP

     No Participant will have any rights of a stockholder with respect to any
Shares until the Shares are issued to the Participant.  After Shares are issued
to the Participant, the Participant will be a stockholder and have all the
rights of a stockholder with respect to such Shares, including the right to vote
and receive all dividends or other distributions made or paid with respect to
such Shares.

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11.  EXCHANGE AND BUYOUT OF AWARDS

     The Board or its delegate may, at any time or from time to time, authorize
the Company, with the consent of the respective Participants, to issue new
Options in exchange for the surrender and cancellation of any or all outstanding
Options to optionees who are not Insiders.  The Board or its delegate may at any
time buy from a Participant an Option previously granted with payment in cash,
Shares or other consideration, based on such terms and conditions as the Board
or its delegate and the Participant may agree.

12.  EFFECTIVE DATE OF THE PLAN

     This Plan will become effective when adopted by the Board (the "Effective
Date").

13.  AMENDMENT OF THE PLAN

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

     (b)  Rights and obligations under any Option 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, which consent may be
obtained in any manner that the Board or its delegate deems appropriate.

14.  REGISTRATION, LISTING, QUALIFICATION, APPROVAL OF STOCK

     An award under this Plan will not be effective unless such award is in
compliance with all applicable federal and state securities laws, rules and
regulations of any governmental body, and the requirements of any stock exchange
or automated quotation system upon which the Shares may then be listed or
quoted, as they are in effect on the date of grant of the award and also on the
date of exercise or other issuance.  Notwithstanding any other provision in this
Plan, the Company will have no obligation to issue or deliver certificates for
Shares under this Plan prior to: (a) obtaining any approvals from governmental
agencies that the Company determines are necessary or advisable; and/or (b)
completion of any registration or other qualification of such Shares under any
state or federal law or ruling of any governmental body that the Company
determines to be necessary or advisable.  The Company will be under no
obligation to register the Shares with the Securities and Exchange Commission or
to effect compliance with the registration, qualification or listing
requirements of any state securities laws, stock exchange or automated quotation
system, and the Company will have no liability for any inability or failure to
do so.

15.  NO RIGHT TO EMPLOYMENT

     Nothing in this Plan or in any Option 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.

16.  MISCELLANEOUS

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

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