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Separation Agreement - Advanced Micro Devices Inc. and Gene Connor

                                                             [Letterhead of AMD]

                                 June 23, 1999

Mr. Gene Conner
[Home address]

Dear Gene:

     As you must know, it is with regret over your decision, combined with
gratitude for your years of contribution that AMD has accepted your resignation
as an executive officer of AMD. This letter will formalize the terms of your
separation from the company.

     l)   You will remain an active employee through October 21, 1999.

     2)   Between July 12 and September 7, 1999, you will be on sabbatical.

     3)   Between September 8, 1999 and October 21, 1999 you will be on

     4)   Beginning October 22, 1999 and continuing through October 21, 2000,
          you will be on paid leave of absence status. During your leave of
          absence you will continue to receive your current salary, plus any
          applicable increase (further discussed in paragraph 7, below). Subject
          to paragraph 5, below, you also will remain enrolled in your current
          health and dental plans, and the AMD Profit Sharing Plans. You will
          not remain enrolled in the executive life insurance plan, but you may
          participate in the employee life insurance plan. You also may continue
          to participate in AMD's Employee Stock Purchase Plan, the 401k Plan,
          the Dependent Care and Health Care Reimbursement Plans (through June
          30, 2000), and the Accidental Death and Dismemberment Insurance Plan.
          You will not accrue vacation during your leave of absence.

     5)   On October 22, 2000 (or on any earlier date that you become employed
          as a regular employee for another company), your employment with AMD
          will terminate. At that time you will be informed of the options
          available to you with respect to the payout of your various retirement
          income sources at AMD. In the event your termination date is earlier
          than October 22, 2000 (and you are not terminated for cause), salary
          payments through October 22, 2000 will be paid in a lump sum on your
          termination date. All AMD benefits for which you are eligible during
          your leave of absence will end on your termination date.

     6)   So long as you are on sabbatical, vacation or paid leave of absence,
          your existing stock options will continue to vest pursuant to the term
          and conditions of the stock option plans and grant agreements under
          which they were granted. Following your termination, you will have one
          year from your termination date to exercise any vested but unexercised
          stock options.

     7)   In the event AMD adopts a defined benefit or other pension benefit
          plan prior to your termination, you will be entitled to participate in
          that plan, pursuant to its terms.

                                                                   [Logo of AMD]

Mr. Gene Conner
June 23, 1999
Page 2

     8)   You will be eligible for a salary increase in 1999, subject to the
          following limitations: the amount of increase will be equal to the
          Consumer Price Index average increase for urban wage earners in San
          Francisco published by the Bureau of Labor Statistics for calendar
          year 1998. You will be eligible to receive your increase when other
          executive officers receive theirs.

     9)   Should there be an Executive Bonus Plan payment for 1999, you will
          receive a special bonus of $100,000, payable at the same time that AMD
          Officers receive their bonus payments.

     10)  Pursuant to the approval which was granted at the April 29, 1999
          Annual Meeting of Shareholders, you will be granted 37,500 options,
          which are to vest on July 10, 2000. The terms of the stock option
          agreement under which those options are granted provides that once
          such options have vested, you will have one year from the date of your
          termination date to exercise those options.

     11)  You will continue to receive a vehicle expense allowance in the amount
          of $2000 per month under the terms and conditions of AMD Car Plan A
          until your termination.

     12)  All of the company's policies and programs, including policies
          concerning trading in AMD stock and the protection and ownership of
          intellectual property, will continue to apply to you, and where
          applicable will extend beyond termination of employment.

     If these terms meet with your approval, please sign and date this letter,
below and return it to me. If you have any questions, please feel free to call

                                    /s/ Stan Winvick
                                    Stan Winvick
                                    Senior Vice President,
                                    Human Resources

I agree to the terms of my separation from Advanced Micro Devices, Inc., as set
forth in this letter.

/s/ Gene Conner                     Date:  June 23, 1999
---------------                          ---------------
Gene Conner

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