Special Bonus Program Letter - Advanced Micro Devices Inc. and Richard Previte


Mr. Richard Previte
President & Chief Operating Officer
Advanced Micro Devices, Inc.

Dear Rich:

I am pleased to confirm your participation in a special bonus program to reflect
your contributions as President & Chief Operating Officer of Advanced Micro
Devices, Inc. (the 'Company'), effective March 11, 1997.  The substantive terms
of your bonus are described below.  If you agree to the terms outlined in this
letter, please countersign the enclosed copy of this letter and return it to the
Corporate Secretary.

1.  The amount of your bonus under the Company's 1996 Executive Incentive Plan
will be equal to three-tenths of one percent (.3%) of 'Adjusted Operating
Profits' of the Company for each respective fiscal year of the Company in excess
of twenty percent (20%) of the Adjusted Operating Profits for the Company's
immediately preceding fiscal year.  'Adjusted Operating Profits' of the Company
are defined as operating income, as reported on the Company's financial
statements, increased for any pre-tax operating income and decreased for any
pre-tax operating loss from the Fujitsu Joint Venture (and by subsequent joint
ventures approved by the Board of Directors of the Company for these purposes)
and increased by any expenses accrued for profit sharing plan contributions and
bonuses under the Company's Executive Bonus Plan, including the bonus calculated
hereunder.

2.  You will earn a bonus for 1997 and future years, so long as you remain
President & Chief Operating Officer, except as otherwise set forth in this
letter.  The provisions of this letter supersede any other bonus arrangements
that may be applicable to you.

3.  The maximum amount payable with respect to any one fiscal year shall be
limited to 300% of your base salary payable during that year.  Any amount earned
in excess of the maximum amount shall be carried over for up to three years.
Notwithstanding the foregoing, the total amount payable with respect to each
such fiscal year may not exceed the maximum amount payable pursuant to the
Company's 1996 Executive Incentive Plan for any fiscal year.

4.  In case of retirement, death or disability, or a change in title or current
responsibilities, your bonus will be prorated for the fiscal year only if you
served as President & Chief Operating Officer for less than six months.  If you
served as President & Chief Operating Officer for six months or more, you will
earn an amount based on operating results for the full fiscal year.  For these
purposes, 'disability' has the same meaning as under the Executive Disability
Plan at the time your disability commences.

 
Mr. Richard Previte
Page 2




5.  The bonus will be paid following release of the Company's financial results
for the last quarter of each fiscal year referred to above.  You must be
employed on the distribution date in order to receive your bonus or any
carryover amount then payable.  The bonus will be paid provided you are still an
employee on the distribution date, even if you are no longer President & Chief
Operating Officer.

6.  The Company reserves the right to modify or terminate this arrangement at
its sole discretion with respect to future services.

I look forward to continuing to work closely with you as we achieve our shared
vision of an AMD that is truly world class in every respect.

Sincerely,



_________________________________ 
W. J. Sanders III
Chairman and Chief Executive Officer



AGREED:



_________________________________ 
Richard Previte
President & Chief Operating Officer