Indemnity Agreement - Advanced Micro Devices Inc.


                              INDEMNITY AGREEMENT
                              -------------------


     This Indemnification Agreement ('Agreement') is made as of October 21, 1999
by and between ADVANCED MICRO DEVICES, INC., a Delaware corporation (the
'Company'), and ______________ ('Indemnitee').

                                   RECITALS

     WHEREAS, highly competent persons have become more reluctant to serve
publicly-held corporations as directors or in other capacities unless they are
provided with adequate protection through insurance or adequate indemnification
against inordinate risks of claims and actions against them arising out of their
service to and activities on behalf of the corporation.

     WHEREAS, the Board of Directors of the Company (the 'Board') has determined
that, in order to attract and retain qualified individuals, the Company will
attempt to maintain on an ongoing basis, at its sole expense, liability
insurance to protect persons serving the Company and its subsidiaries from
certain liabilities.  Although the furnishing of such insurance has been a
customary and widespread practice among United States-based corporations and
other business enterprises, the Company believes that, given current market
conditions and trends, such insurance may be available to it in the future only
at higher premiums and with more exclusions.  At the same time, directors,
officers, and other persons in service to corporations or business enterprises
are being increasingly subjected to expensive and time-consuming litigation
relating to, among other things, matters that traditionally would have been
brought only against the Company or business enterprise itself.  The By-laws of
the Company require indemnification of the officers and directors of the
Company.  Indemnitee may also be entitled to indemnification pursuant to the
Delaware General Corporation Law ('DGCL').  The By-laws and the DGCL expressly
provide that the indemnification provisions set forth therein are not exclusive,
and thereby contemplate that contracts may be entered into between the Company
and members of the board of directors, officers and other persons with respect
to indemnification.

     WHEREAS, the uncertainties relating to such insurance and to
indemnification have increased the difficulty of attracting and retaining such
persons.

     WHEREAS, the Board has determined that the increased difficulty in
attracting and retaining such persons is detrimental to the best interests of
the Company's stockholders and that the Company should act to assure such
persons that there will be increased certainty of such protection in the future.

     WHEREAS, it is reasonable, prudent and necessary for the Company
contractually to obligate itself to indemnify, and to advance expenses on behalf
of, such persons to the fullest extent permitted by applicable law so that they
will serve or continue to serve the Company free from undue concern that they
will not be so indemnified.

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     WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws
of the Company and any resolutions adopted pursuant thereto, and shall not be
deemed a substitute therefor, nor to diminish or abrogate any rights of
Indemnitee thereunder.

     WHEREAS, Indemnitee does not regard the protection available under the
Company's Bylaws and insurance as adequate in the present circumstances, and may
not be willing to serve as an officer or director without adequate protection,
and the Company desires Indemnitee to serve in such capacity.  Indemnitee is
willing to serve, continue to serve and to take on additional service for or on
behalf of the Company on the condition that he be so indemnified;

     NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:

     1.  Services to the Company. Indemnitee will serve or continue to serve, at
the will of the Company, as an officer, director or key employee of the Company
for so long as Indemnitee is duly elected or appointed or until Indemnitee
tenders his or her resignation.

     2.  Definitions.   As used in this Agreement:

        (a)  A 'Change in Control' shall be deemed to occur upon the earliest to
occur after the date of this Agreement of any of the following events:

             (i)  Acquisition of Stock by Third Party.  Any Person (as defined
below) is or becomes the Beneficial Owner (as defined below), directly or
indirectly, of securities of the Company representing fifteen percent (15%) or
more of the combined voting power of the Company's then outstanding securities;

             (ii)  Change in Board of Directors.  During any period of two (2)
consecutive years (not including any period prior to the execution of this
Agreement), individuals who at the beginning of such period constitute the
Board, and any new director (other than a director designated by a person who
has entered into an agreement with the Company to effect a transaction described
in Sections 2(a)(i), 2(a)(iii) or 2(a)(iv)) whose election by the Board or
nomination for election by the Company's shareholders was approved by a vote of
at least two-thirds of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a least
a majority of the members of the Board;

             (iii)  Corporate Transactions.  The effective date of a merger or
consolidation of the Company with any other entity, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior to such merger of consolidation continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 51% of the combined voting power
of the voting securities of the surviving entity outstanding immediately after
such merger or consolidation and with the power to elect at least a majority of
the board of directors or other governing body of such surviving entity;

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             (iv)  Liquidation. The approval by the shareholders of the Company
of a complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets;
and

             (v)  Other Events.  There occurs any other event of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A (or a response to any similar item on any similar schedule or
form) promulgated under the Exchange Act (as defined below), whether or not the
Company is then subject to such reporting requirement.

             (vi)  Certain Definitions.  For purposes of this Section 2(a),
the following terms shall have the following meanings:

                    (A) 'Exchange Act' shall mean the Securities Exchange Act of
               1934, as amended.

                    (B) 'Person' shall have the meaning as set forth in Sections
               13(d) and 14(d) of the Exchange Act; provided, however, that
               Person shall exclude (i) the Company, (ii) any trustee or other
               fiduciary holding securities under an employee benefit plan of
               the Company, and (iii) any corporation owned, directly or
               indirectly, by the shareholders of the Company in substantially
               the same proportions as their ownership of stock of the Company.

                    (C) 'Beneficial Owner' shall have the meaning given to such
               term in Rule 13d-3 under the Exchange Act; provided, however,
               that Beneficial Owner shall exclude any Person otherwise becoming
               a Beneficial Owner by reason of the shareholders of the Company
               approving a merger of the Company with another entity.

             (b) 'Corporate Status' describes the status of a person who is or
     was a director, officer, employee or agent of the Company or of any other
     corporation, partnership or joint venture, trust, employee benefit plan or
     other enterprise which such person is or was serving at the request of the
     Company.

             (c) 'Disinterested Director' means a director of the Company who is
     not and was not a party to the Proceeding in respect of which
     indemnification is sought by Indemnitee.

             (d)  'Enterprise' shall mean the Company and any other corporation,
     partnership, joint venture, trust, employee benefit plan or other
     enterprise of which Indemnitee is or was serving at the request of the
     Company as a director, officer, employee, agent or fiduciary.

                                      -3-

 
             (e) 'Expenses' shall include all reasonable attorneys' fees,
     retainers, court costs, transcript costs, fees of experts, witness fees,
     travel expenses, duplicating costs, printing and binding costs, telephone
     charges, postage, delivery service fees, and all other disbursements or
     expenses of the types customarily incurred in connection with prosecuting,
     defending, preparing to prosecute or defend, investigating, being or
     preparing to be a witness in, or otherwise participating in, a Proceeding.
     Expenses also shall include Expenses incurred in connection with any appeal
     resulting from any Proceeding, including without limitation the premium,
     security for, and other costs relating to any cost bond, supersedeas bond,
     or other appeal bond or its equivalent. Expenses, however, shall not
     include amounts paid in settlement by Indemnitee or the amount of judgments
     or fines against Indemnitee.

             (f)  Reference to 'other enterprise' shall include employee benefit
     plans; references to 'fines' shall include any excise tax assessed with
     respect to any employee benefit plan; references to 'serving at the request
     of the Company' shall include any service as a director, officer, employee
     or agent of the Company which imposes duties on, or involves services by,
     such director, officer, employee or agent with respect to an employee
     benefit plan, its participants or beneficiaries; and a person who acted in
     good faith and in a manner he reasonably believed to be in the best
     interests of the participants and beneficiaries of an employee benefit plan
     shall be deemed to have acted in manner 'not opposed to the best interests
     of the Company' as referred to in this Agreement.

             (g) The term 'Proceeding' shall include any threatened, pending or
     completed action, suit, arbitration, alternate dispute resolution
     mechanism, investigation, inquiry, administrative hearing or any other
     actual, threatened or completed proceeding, whether brought in the right of
     the Company or otherwise and whether of a civil, criminal, administrative
     or investigative nature, in which Indemnitee was, is or will be involved as
     a party or otherwise by reason of the fact that Indemnitee is or was a
     director or officer of the Company, by reason of any action taken by him or
     of any action on his part while acting as director or officer of the
     Company, or by reason of the fact that he is or was serving at the request
     of the Company as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise, in each
     case whether or not serving in such capacity at the time any liability or
     expense is incurred for which indemnification, reimbursement, or
     advancement of expenses can be provided under this Agreement.

             (h) 'Independent Counsel' means a law firm, or a member of a law
     firm, that is experienced in matters of corporation law and neither
     presently is, nor in the past five years has been, retained to represent:
     (i) the Company or Indemnitee in any matter material to either such party
     (other than with respect to matters concerning the Indemnitee under this
     Agreement, or of other indemnitees under similar indemnification
     agreements), or (ii) any other party to the Proceeding giving rise to a
     claim for indemnification hereunder. Notwithstanding the foregoing, the
     term 'Independent Counsel' shall not include any person who, under the
     applicable standards of professional conduct then prevailing, would have a
     conflict of interest in representing either the Company or Indemnitee in an
     action to determine Indemnitee's rights under this Agreement. The Company
     agrees to pay the reasonable fees and expenses of the Independent Counsel
     referred to above and to fully 

                                      -4-

 
     indemnify such counsel against any and all Expenses, claims, liabilities
     and damages arising out of or relating to this Agreement or its engagement
     pursuant hereto.
 
     3.   Indemnity in Third-Party Proceedings.  The Company shall indemnify
Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is,
or is threatened to be made, a party to or a participant in any Proceeding,
other than a Proceeding by or in the right of the Company to procure a judgment
in its favor.  Pursuant to this Section 3, Indemnitee shall be indemnified
against all Expenses, judgments, fines and amounts paid in settlement actually
and reasonably incurred by Indemnitee or on his behalf in connection with such
Proceeding or any claim, issue or matter therein, if Indemnitee acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company and, in the case of a criminal proceeding had no
reasonable cause to believe that his conduct was unlawful.

     4. Indemnity in Proceedings by or in the Right of the Company. The Company
shall indemnify Indemnitee in accordance with the provisions of this Section 4
if Indemnitee is, or is threatened to be made, a party to or a participant in
any Proceeding by or in the right of the Company to procure a judgment in its
favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all
Expenses actually and reasonably incurred by him or on his behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company. No indemnification for Expenses shall be made
under this Section 4 in respect of any claim, issue or matter as to which
Indemnitee shall have been finally adjudged by a court to be liable to the
Company, unless and only to the extent that any court in which the Proceeding
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, Indemnitee is fairly
and reasonably entitled to indemnification.

     5.  Indemnification for Expenses of a Party Who is Wholly or Partly
Successful. Notwithstanding any other provisions of this Agreement, to the
extent that Indemnitee is a party to (or a participant in) and is successful, on
the merits or otherwise, in any Proceeding or in defense of any claim, issue or
matter therein, in whole or in part, the Company shall indemnify Indemnitee
against all Expenses actually and reasonably incurred by him in connection
therewith. If Indemnitee is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by him or on
his behalf in connection with each successfully resolved claim, issue or matter.
If the Indemnitee is not wholly successful in such Proceeding, the Company also
shall indemnify Indemnitee against all Expenses reasonably incurred in
connection with a claim, issue or matter related to any claim, issue, or matter
on which the Indemnitee was successful. For purposes of this Section and without
limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.

     6.  Indemnification For Expenses of a Witness.  Notwithstanding any other
provision of this Agreement, to the extent that Indemnitee is, by reason of his
Corporate Status, a witness 

                                      -5-

 
in any Proceeding to which Indemnitee is not a party, he shall be indemnified
against all Expenses actually and reasonably incurred by him or on his behalf in
connection therewith.

     7.  Additional Indemnification.

             (a) Notwithstanding any limitation in Sections 3, 4, or 5, the
     Company shall indemnify Indemnitee to the fullest extent permitted by law
     if Indemnitee is a party to or threatened to be made a party to any
     Proceeding (including a Proceeding by or in the right of the Company to
     procure a judgment in its favor) against all Expenses, judgments, fines and
     amounts paid in settlement actually and reasonably incurred by Indemnitee
     in connection with the Proceeding. No indemnity shall be made under this
     Section 7(a) on account of Indemnitee's conduct which constitutes a breach
     of Indemnitee's duty of loyalty to the Company or its shareholders or is an
     act or omission not in good faith or which involves intentional misconduct
     or a knowing violation of the law.

             (b) Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the
     Company shall indemnify Indemnitee to the fullest extent permitted by law
     if Indemnitee is a party to or threatened to be made a party to any
     Proceeding (including a Proceeding by or in the right of the Company to
     procure a judgement in its favor) against all Expenses, judgments, fines
     and amounts paid in settlement actually and reasonably incurred by
     Indemnitee in connection with the Proceeding.

             (c) For purposes of Sections 7(a) and 7(b), the meaning of the
     phrase 'to the fullest extent permitted by law' shall include, but not be
     limited to:

                    (i) to the fullest extent permitted by the provision of the
     Act that authorizes or contemplates additional indemnification by
     agreement, or the corresponding provision of any amendment to or
     replacement of the Act, and

                    (ii) to the fullest extent authorized or permitted by any
     amendments to or replacements of the Act adopted after the date of this
     Agreement that increase the extent to which a corporation may indemnify its
     officers and directors.

     8.  Exclusions.   Notwithstanding any provision in this Agreement, the
Company shall not be obligated under this Agreement to make any indemnity in
connection with any claim made against Indemnitee:

             (a) for which payment has actually been made to or on behalf of
     Indemnitee under any insurance policy or other indemnity provision, except
     with respect to any excess beyond the amount paid under any insurance
     policy or other indemnity provision; or

             (b) for an accounting of profits made from the purchase and sale
     (or sale and purchase) by Indemnitee of securities of the Company within
     the meaning of Section 16(b) of the Securities Exchange Act of 1934, as
     amended, or similar provisions of state statutory law or common law; or

                                      -6-

 
             (c) in connection with any Proceeding (or any part of any
     Proceeding) initiated by Indemnitee, including any Proceeding (or any part
     of any Proceeding) initiated by Indemnitee against the Company or its
     directors, officers, employees or other indemnitees, unless (i) the Board
     of Directors of the Company authorized the Proceeding (or any part of any
     Proceeding) prior to its initiation or (ii) the Company provides the
     indemnification, in its sole discretion, pursuant to the powers vested in
     the Company under applicable law.

     9.  Advances of Expenses. Notwithstanding any provision of this Agreement
to the contrary, the Company shall advance the expenses incurred by Indemnitee
in connection with any Proceeding within 10 days after the receipt by the
Company of a statement or statements requesting such advances from time to time,
whether prior to or after final disposition of any Proceeding. Advances shall be
unsecured and interest free. Advances shall be made without regard to
Indemnitee's ability to repay the expenses and without regard to Indemnitee's
ultimate entitlement to indemnification under the other provisions of this
Agreement. Advances shall include any and all reasonable Expenses incurred
pursuing an action to enforce this right of advancement, including Expenses
incurred preparing and forwarding statements to the Company to support the
advances claimed. The Indemnitee shall qualify for advances solely upon the
execution and delivery to the Company of an undertaking providing that the
Indemnitee undertakes to repay the advance to the extent that it is ultimately
determined that Indemnitee is not entitled to be indemnified by the Company.
This Section 9 shall not apply to any claim made by Indemnitee for which
indenity is excluded pursuant to Section 8.

     10. Procedure for Notification and Defense of Claim.

             (a) To obtain indemnification under this Agreement, Indemnitee
     shall submit to the Company a written request, including therein or
     therewith such documentation and information as is reasonably available to
     Indemnitee and is reasonably necessary to determine whether and to what
     extent Indemnitee is entitled to indemnification, not later than thirty
     (30) days after receipt by Indemnitee of notice of the commencement of any
     Proceeding. The omission to notify the Company will not relieve the Company
     from any liability which it may have to Indemnitee otherwise than under
     this Agreement. The Secretary of the Company shall, promptly upon receipt
     of such a request for indemnification, advise the Board in writing that
     Indemnitee has requested indemnification.

             (b) The Company will be entitled to participate in the Proceeding
     at its own expense.

     11. Procedure Upon Application for Indemnification.

             (a) Upon written request by Indemnitee for indemnification pursuant
     to the first sentence of Section 10(a), a determination, if required by
     applicable law, with respect to Indemnitee's entitlement thereto shall be
     made in the specific case: (i) if a Change in Control shall have occurred,
     by Independent Counsel in a written opinion to the Board of Directors, a
     copy of which shall be delivered to Indemnitee; or (ii) if a Change in
     Control shall not have occurred, (A) by a majority vote of the
     Disinterested Directors, even though 

                                      -7-

 
     less than a quorum of the Board, or (B) if there are no such Disinterested
     Directors or, if such Disinterested Directors so direct, by Independent
     Counsel in a written opinion to the Board, a copy of which shall be
     delivered to Indemnitee or (C) if so directed by the Board, by the
     stockholders of the Company; and, if it is so determined that Indemnitee is
     entitled to indemnification, payment to Indemnitee shall be made within ten
     (10) days after such determination. Indemnitee shall cooperate with the
     person, persons or entity making such determination with respect to
     Indemnitee's entitlement to indemnification, including providing to such
     person, persons or entity upon reasonable advance request any documentation
     or information which is not privileged or otherwise protected from
     disclosure and which is reasonably available to Indemnitee and reasonably
     necessary to such determination. Any costs or expenses (including
     attorneys' fees and disbursements) incurred by Indemnitee in so cooperating
     with the person, persons or entity making such determination shall be borne
     by the Company (irrespective of the determination as to Indemnitee's
     entitlement to indemnification) and the Company hereby indemnifies and
     agrees to hold Indemnitee harmless therefrom.

             (b) In the event the determination of entitlement to
     indemnification is to be made by Independent Counsel pursuant to Section
     11(a) hereof, the Independent Counsel shall be selected as provided in this
     Section 11(b). If a Change in Control shall not have occurred, the
     Independent Counsel shall be selected by the Board of Directors, and the
     Company shall give written notice to Indemnitee advising him of the
     identity of the Independent Counsel so selected. If a Change in Control
     shall have occurred, the Independent Counsel shall be selected by
     Indemnitee (unless Indemnitee shall request that such selection be made by
     the Board of Directors, in which event the preceding sentence shall apply),
     and Indemnitee shall give written notice to the Company advising it of the
     identity of the Independent Counsel so selected. In either event,
     Indemnitee or the Company, as the case may be, may, within 10 days after
     such written notice of selection shall have been given, deliver to the
     Company or to Indemnitee, as the case may be, a written objection to such
     selection; provided, however, that such objection may be asserted only on
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     the ground that the Independent Counsel so selected does not meet the
     requirements of 'Independent Counsel' as defined in Section 2 of this
     Agreement, and the objection shall set forth with particularity the factual
     basis of such assertion. Absent a proper and timely objection, the person
     so selected shall act as Independent Counsel. If such written objection is
     so made and substantiated, the Independent Counsel so selected may not
     serve as Independent Counsel unless and until such objection is withdrawn
     or a court has determined that such objection is without merit. If, within
     20 days after submission by Indemnitee of a written request for
     indemnification pursuant to Section 10(a) hereof, no Independent Counsel
     shall have been selected and not objected to, either the Company or
     Indemnitee may petition a court of competent jurisdiction for resolution of
     any objection which shall have been made by the Company or Indemnitee to
     the other's selection of Independent Counsel and/or for the appointment as
     Independent Counsel of a person selected by the Court or by such other
     person as the Court shall designate, and the person with respect to whom
     all objections are so resolved or the person so appointed shall act as
     Independent Counsel under Section 11(a) hereof. Upon the due commencement
     of any judicial proceeding or arbitration pursuant to Section 13(a) of this
     Agreement, Independent Counsel shall be discharged and relieved of 

                                      -8-

 
     any further responsibility in such capacity (subject to the applicable
     standards of professional conduct then prevailing).

     12. Presumptions and Effect of Certain Proceedings.

             (a) In making a determination with respect to entitlement to
     indemnification hereunder, the person or persons or entity making such
     determination shall presume that Indemnitee is entitled to indemnification
     under this Agreement if Indemnitee has submitted a request for
     indemnification in accordance with Section 10(a) of this Agreement, and the
     Company shall have the burden of proof to overcome that presumption in
     connection with the making by any person, persons or entity of any
     determination contrary to that presumption. Neither the failure of the
     Company (including by its directors or independent legal counsel) to have
     made a determination prior to the commencement of any action pursuant to
     this Agreement that indemnification is proper in the circumstances because
     Indemnitee has met the applicable standard of conduct, nor an actual
     determination by the Company (including by its directors or independent
     legal counsel) that Indemnitee has not met such applicable standard of
     conduct, shall be a defense to the action or create a presumption that
     Indemnitee has not met the applicable standard of conduct.

             (b) If the person, persons or entity empowered or selected under
     Section 11 of this Agreement to determine whether Indemnitee is entitled to
     indemnification shall not have made a determination within sixty (60) days
     after receipt by the Company of the request therefor, the requisite
     determination of entitlement to indemnification shall be deemed to have
     been made and Indemnitee shall be entitled to such indemnification, absent
     (i) a misstatement by Indemnitee of a material fact, or an omission of a
     material fact necessary to make Indemnitee's statement not materially
     misleading, in connection with the request for indemnification, or (ii) a
     prohibition of such indemnification under applicable law; provided,
     however, that such 60-day period may be extended for a reasonable time, not
     to exceed an additional thirty (30) days, if the person, persons or entity
     making the determination with respect to entitlement to indemnification in
     good faith requires such additional time for the obtaining or evaluating of
     documentation and/or information relating thereto; and provided, further,
     that the foregoing provisions of this Section 12(b) shall not apply (i) if
     the determination of entitlement to indemnification is to be made by the
     stockholders pursuant to Section 11(a) of this Agreement and if (A) within
     fifteen (15) days after receipt by the Company of the request for such
     determination the Board of Directors has resolved to submit such
     determination to the stockholders for their consideration at an annual
     meeting thereof to be held within seventy five (75) days after such receipt
     and such determination is made thereat, or (B) a special meeting of
     stockholders is called within fifteen (15) days after such receipt for the
     purpose of making such determination, such meeting is held for such purpose
     within sixty (60) days after having been so called and such determination
     is made thereat, or (ii) if the determination of entitlement to
     indemnification is to be made by Independent Counsel pursuant to Section
     11(a) of this Agreement.

             (c)  The termination of any Proceeding or of any claim, issue or
     matter therein, by judgment, order, settlement or conviction, or upon a
     plea of nolo contendere or its equivalent, shall not (except as otherwise
             ---------------
     expressly provided in this Agreement) of itself

                                      -9-

 
     adversely affect the right of Indemnitee to indemnification or create a
     presumption that Indemnitee did not act in good faith and in a manner which
     he reasonably believed to be in or not opposed to the best interests of the
     Company or, with respect to any criminal Proceeding, that Indemnitee had
     reasonable cause to believe that his conduct was unlawful.

             (d) Reliance as Safe Harbor. For purposes of any determination of
                 -----------------------
     good faith, Indemnitee shall be deemed to have acted in good faith if
     Indemnitee's action is based on the records or books of account of the
     Enterprise, including financial statements, or on information supplied to
     Indemnitee by the officers of the Enterprise in the course of their duties,
     or on the advice of legal counsel for the Enterprise or on information or
     records given or reports made to the Enterprise by an independent certified
     public accountant or by an appraiser or other expert selected with the
     reasonable care by the Enterprise. The provisions of this Section 12(d)
     shall not be deemed to be exclusive or to limit in any way the other
     circumstances in which the Indemnitee may be deemed to have met the
     applicable standard of conduct set forth in this Agreement.

             (e) Actions of Others. The knowledge and/or actions, or failure to
                 -----------------
     act, of any director, officer, agent or employee of the Enterprise shall
     not be imputed to Indemnitee for purposes of determining the right to
     indemnification under this Agreement.

     13.  Remedies of Indemnitee.

             (a) In the event that (i) a determination is made pursuant to
     Section 11 of this Agreement that Indemnitee is not entitled to
     indemnification under this Agreement, (ii) advancement of Expenses is not
     timely made pursuant to Section 9 of this Agreement, (iii) no determination
     of entitlement to indemnification shall have been made pursuant to Section
     11(a) of this Agreement within 45 days after receipt by the Company of the
     request for indemnification, (iv) payment of indemnification is not made
     pursuant to Section 5, 6, 7 or the last sentence of Section 11(a) of this
     Agreement within ten (10) days after receipt by the Company of a written
     request therefor, or (v) payment of indemnification pursuant to Section 3
     or 4 of this Agreement is not made within ten (10) days after a
     determination has been made that Indemnitee is entitled to indemnification,
     Indemnitee shall be entitled to an adjudication by a court of his
     entitlement to such indemnification or advancement of Expenses.
     Alternatively, Indemnitee, at his option, may seek an award in arbitration
     to be conducted by a single arbitrator pursuant to the Commercial
     Arbitration Rules of the American Arbitration Association. The Company
     shall not oppose Indemnitee's right to seek any such adjudication or award
     in arbitration.

             (b) In the event that a determination shall have been made pursuant
     to Section 11(a) of this Agreement that Indemnitee is not entitled to
     indemnification, any judicial proceeding or arbitration commenced pursuant
     to this Section 13 shall be conducted in all respects as a de novo trial,
                                                                -- ----
     or arbitration, on the merits and Indemnitee shall not be prejudiced by
     reason of that adverse determination. In any judicial proceeding or
     arbitration commenced pursuant to this Section 13 the Company shall have
     the burden of proving Indemnitee is not entitled to indemnification or
     advancement of Expenses, as the case may 

                                      -10-

 
     be.

             (c) If a determination shall have been made pursuant to Section
     11(a) of this Agreement that Indemnitee is entitled to indemnification, the
     Company shall be bound by such determination in any judicial proceeding or
     arbitration commenced pursuant to this Section 13, absent (i) a
     misstatement by Indemnitee of a material fact, or an omission of a material
     fact necessary to make Indemnitee's statement not materially misleading, in
     connection with the request for indemnification, or (ii) a prohibition of
     such indemnification under applicable law.

             (d) In the event that Indemnitee, pursuant to this Section 13,
     seeks a judicial adjudication of or an award in arbitration to enforce his
     rights under, or to recover damages for breach of, this Agreement,
     Indemnitee shall be entitled to recover from the Company, and shall be
     indemnified by the Company against, any and all Expenses actually and
     reasonably incurred by him in such judicial adjudication or arbitration. If
     it shall be determined in said judicial adjudication or arbitration that
     Indemnitee is entitled to receive part but not all of the indemnification
     or advancement of Expenses sought, the Indemnitee shall be entitled to
     recover from the Company, and shall be indemnified by the Company against,
     any and all Expenses reasonably incurred by Indemnitee in connection with
     such judicial adjudication or arbitration.

             (e) The Company shall be precluded from asserting in any judicial
     proceeding or arbitration commenced pursuant to this Section 13 that the
     procedures and presumptions of this Agreement are not valid, binding and
     enforceable and shall stipulate in any such court or before any such
     arbitrator that the Company is bound by all the provisions of this
     Agreement. The Company shall indemnify Indemnitee against any and all
     Expenses and, if requested by Indemnitee, shall (within ten (10) days after
     receipt by the Company of a written request therefor) advance such
     expenses to Indemnitee, which are incurred by Indemnitee in connection with
     any action brought by Indemnitee for indemnification or advance of Expenses
     from the Company under this Agreement or under any directors' and officers'
     liability insurance policies maintained by the Company, regardless of
     whether Indemnitee ultimately is determined to be entitled to such
     indemnification, advancement of Expenses or insurance recovery, as the case
     may be.

     14.  Non-exclusivity; Survival of Rights; Insurance; Subrogation.

             (a) The rights of indemnification and to receive advancement of
     Expenses as provided by this Agreement shall not be deemed exclusive of any
     other rights to which Indemnitee may at any time be entitled under
     applicable law, the Company's Articles of Incorporation, the Company's
     Bylaws, any agreement, a vote of stockholders or a resolution of directors,
     or otherwise. No amendment, alteration or repeal of this Agreement or of
     any provision hereof shall limit or restrict any right of Indemnitee under
     this Agreement in respect of any action taken or omitted by such Indemnitee
     in his Corporate Status prior to such amendment, alteration or repeal. To
     the extent that a change in Delaware law, whether by statute or judicial
     decision, permits greater indemnification or advancement of Expenses than
     would be afforded currently under the Company's Bylaws and this Agreement,
     it is the intent of the parties hereto that Indemnitee shall enjoy by this
     Agreement the greater benefits 

                                      -11-

 
     so afforded by such change. No right or remedy herein conferred is intended
     to be exclusive of any other right or remedy, and every other right and
     remedy shall be cumulative and in addition to every other right and remedy
     given hereunder or now or hereafter existing at law or in equity or
     otherwise. The assertion or employment of any right or remedy hereunder, or
     otherwise, shall not prevent the concurrent assertion or employment of any
     other right or remedy.

             (b) To the extent that the Company maintains an insurance policy or
     policies providing liability insurance for directors, officers, employees,
     or agents of the Company or of any other corporation, partnership, joint
     venture, trust, employee benefit plan or other enterprise which such person
     serves at the request of the Company, Indemnitee shall be covered by such
     policy or policies in accordance with its or their terms to the maximum
     extent of the coverage available for any such director, officer, employee
     or agent under such policy or policies. If, at the time of the receipt of a
     notice of a claim pursuant to Section 2(b) of Section 2 hereof, the Company
     has director and officer liability insurance in effect, the Company shall
     give prompt notice of the commencement of such proceeding to the insurers
     in accordance with the procedures set forth in the respective policies. The
     Company shall thereafter take all necessary or desirable action to cause
     such insurers to pay, on behalf of the Indemnitee, all amounts payable as a
     result of such proceeding in accordance with the terms of such policies.

             (c) In the event of any payment under this Agreement, the Company
     shall be subrogated to the extent of such payment to all of the rights of
     recovery of Indemnitee, who shall execute all papers required and take all
     action necessary to secure such rights, including execution of such
     documents as are necessary to enable the Company to bring suit to enforce
     such rights.

             (d) The Company shall not be liable under this Agreement to make
     any payment of amounts otherwise indemnifiable (or for which advancement is
     provided hereunder) hereunder if and to the extent that Indemnitee has
     otherwise actually received such payment under any insurance policy,
     contract, agreement or otherwise.

             (e) The Company's obligation to indemnify or advance Expenses
     hereunder to Indemnitee who is or was serving at the request of the Company
     as a director, officer, employee or agent of any other corporation,
     partnership, joint venture, trust, employee benefit plan or other
     enterprise shall be reduced by any amount Indemnitee has actually received
     as indemnification or advancement of expenses from such other corporation,
     partnership, joint venture, trust, employee benefit plan or other
     enterprise.

     15. Duration of Agreement. This Agreement shall continue until and
terminate upon the later of: (a) 10 years after the date that Indemnitee shall
have ceased to serve as a director or officer of the Company or as a director,
officer, employee or agent of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise which Indemnitee served at the
request of the Company; or (b) 1 year after the final termination of any
Proceeding then pending in respect of which Indemnitee is granted rights of
indemnification or advancement of Expenses hereunder and of any proceeding
commenced by Indemnitee pursuant to Section 13 

                                      -12-

 
of this Agreement relating thereto. This Agreement shall be binding upon the
Company and its successors and assigns and shall inure to the benefit of
Indemnitee and his heirs, executors and administrators.

     16.  Severability.  If any provision or provisions of this Agreement shall
be held to be invalid, illegal or unenforceable for any reason whatsoever: (a)
the validity, legality and enforceability of the remaining provisions of this
Agreement (including without limitation, each portion of any Section of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall not
in any way be affected or impaired thereby and shall remain enforceable to the
fullest extent permitted by law; (b) such provision or provisions shall be
deemed reformed to the extent necessary to conform to applicable law and to give
the maximum effect to the intent of the parties hereto; and (c) to the fullest
extent possible, the provisions of this Agreement (including, without
limitation, each portion of any Section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall be construed so as to give effect to
the intent manifested thereby.

     17.  Enforcement.

             (a) The Company expressly confirms and agrees that it has entered
     into this Agreement and assumed the obligations imposed on it hereby in
     order to induce Indemnitee to serve as a director or officer of the
     Company, and the Company acknowledges that Indemnitee is relying upon this
     Agreement in serving as a director or officer of the Company.

             (b) This Agreement constitutes the entire agreement between the
     parties hereto with respect to the subject matter hereof and supersedes all
     prior agreements and understandings, oral, written and implied, between the
     parties hereto with respect to the subject matter hereof.

     18. Modification and Waiver. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by the parties
thereto. No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions of this Agreement nor shall
any waiver constitute a continuing waiver.

     19. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company
in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter
which may be subject to indemnification or advancement of Expenses covered
hereunder. The failure of Indemnitee to so notify the Company shall not relieve
the Company of any obligation which it may have to the Indemnitee under this
Agreement or otherwise.

     20. Notices. All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
(a) if delivered by hand and receipted for by the party to whom said notice or
other communication shall have been 

                                      -13-

 
directed, or (b) mailed by certified or registered mail with postage prepaid, on
the third business day after the date on which it is so mailed:

             (a) If to Indemnitee, at the address indicated on the signature
     page of this Agreement, or such other address as Indemnitee shall provide
     to the Company.

             (b) If to the Company, to One AMD Place, Sunnyvale, California
     94086, Attn: General Counsel, or to any other address as may have been
     furnished to Indemnitee by the Company.

     21. Contribution. To the fullest extent permissible under applicable law,
if the indemnification provided for in this Agreement is unavailable to
Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying
Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for
judgments, fines, penalties, excise taxes, amounts paid or to be paid in
settlement and/or for Expenses, in connection with any claim relating to an
indemnifiable event under this Agreement, in such proportion as is deemed fair
and reasonable in light of all of the circumstances of such Proceeding in order
to reflect (i) the relative benefits received by the Company and Indemnitee as a
result of the event(s) and/or transaction(s) giving cause to such Proceeding;
and/or (ii) the relative fault of the Company (and its directors, officers,
employees and agents) and Indemnitee in connection with such event(s) and/or
transaction(s).

     22. Applicable Law and Consent to Jurisdiction. This Agreement and the
legal relations among the parties shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard
to its conflict of laws rules. Except with respect to any arbitration commenced
by Indemnitee pursuant to Section 10(a) of this Agreement, the Company and
Indemnitee hereby irrevocably and unconditionally (i) agree that any action or
proceeding arising out of or in connection with this Agreement shall be brought
only in the Chancery Court of the State of Delaware (the 'Delaware Court'), and
not in any other state or federal court in the United States of America or any
court in any other country, (ii) consent to submit to the exclusive jurisdiction
of the Delaware Court for purposes of any action or proceeding arising out of or
in connection with this Agreement, (iii) appoint, to the extent such party is
not a resident of the State of Delaware, irrevocably RL&F Service Corp., One
Rodney Square, 10th Floor, 10th and King Streets, Wilmington, Delaware 19801 as
its agent in the State of Delaware as such party's agent for acceptance of legal
process in connection with any such action or proceeding against such party with
the same legal force and validity as if served upon such party personally within
the State of Delaware, (iv) waive any objection to the laying of venue of any
such action or proceeding in the Delaware Court, and (v) waive, and agree not to
plead or to make, any claim that any such action or proceeding brought in the
Delaware Court has been brought in an improper or inconvenient forum.

     23.  Identical Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement.  Only one
such counterpart signed by the party against whom enforceability is sought needs
to be produced to evidence the existence of this Agreement.

                                      -14-

 
     24.  Miscellaneous. Use of the masculine pronoun shall be deemed to include
usage of the feminine pronoun where appropriate. The headings of the paragraphs
of this Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as
of the day and year first above written.

ADVANCED MICRO DEVICES, INC.                 INDEMNITEE


------------------------------               -----------------------------
By:                                          Name:
   Chief Executive Officer                   Address:

                                      -15-