EXHIBIT 10.3

EXHIBIT 10.3

ADVANCED MICRO DEVICES, INC.
1992 STOCK INCENTIVE PLAN
AS AMENDED


1. PURPOSE

The purpose of this Plan is to encourage key personnel, whose
long-term employment is considered essential to the Company's continued
progress, to remain in the employ of the Company or its subsidiaries. By means
of the Plan, the Company also seeks to attract new key employees 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
employees in the future.


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) Award Price: The term "Award Price" shall mean a price
designated by the Board or its delegate and which is not less than the Fair
Market Value per Share on the date the Stock Appreciation Right is granted. In
the case of a General Right which is exercisable only in lieu of exercising a
Related Option, unless otherwise specified in the Right Agreement, the Award
Price shall be the exercise price of such Related Option.

(c) Board or its delegate: The term "Board or its delegate"
shall mean the Company's Board of Directors or its delegate as set forth in
Sections 3(d) and 3(e) hereinbelow.

(d) Change of Control: The term "Change of Control" shall
mean a change of control of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or in
response to any other form or report to the Securities and Exchange Commission
or any stock exchange on which the Company's shares are listed which requires
the reporting of a change of control. In addition, a Change of Control shall
be deemed to have occurred if (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, directly or indirectly, of securities of the Company representing more
than 20% of the combined voting power of the Company's then outstanding
securities; or (ii) in any two-year period, individuals who were members of the
Board of Directors (the "Board") at the beginning of such period plus each new
director whose election or nomination for election was approved by at least
two-thirds of the directors in office





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immediately prior to such election or nomination, cease for any reason to
constitute at least a majority of the Board; or (iii) a majority of the members
of the Board in office prior to the happening of any event and who are still in
office after such event, determines in its sole discretion within one year
after such event, that as a result of such event there has been a Change of
Control. The Board or its delegate may, at its discretion, define a Change of
Control differently for purposes of any individual option agreement.

Notwithstanding the foregoing definition, "Change of
Control" shall exclude the acquisition of securities representing more than 20%
of the combined voting power of the Company by the Company, 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. As used herein, the term "beneficial owner" shall have the same
meaning as under Section 13(d) of the Exchange Act and related case law.

(e) 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.

(f) Company: The term "Company" shall mean Advanced Micro
Devices, Inc., a Delaware corporation.

(g) Constructive Termination: The term "Constructive
Termination" shall mean a resignation by a Participant who has been elected by
the Company's Board of Directors 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.

(h) Disinterested Director: The term "Disinterested
Director" shall mean a member of the Board of Directors of the Company who has
not, during the one year prior to service as an administrator of the Plan, or
during such service, been granted or awarded equity securities of the Company
pursuant to this Plan (except for automatic grants of options to Outside
Directors pursuant to Section 8 hereof) or any other plan of the Company or any
of its Affiliates.

(i) Event Price per Share: The term "Event Price per Share"
as used in Section 12 with respect to the exercise of a Limited Right shall
mean the highest price per Share paid in connection with the event constituting
a Change of Control. Any securities or property which are part or all of the
consideration paid for Shares in connection with the event constituting a
Change of Control shall be valued in determining the Event Price per Share at
the highest of (A) the valuation placed on such securities or property by the
corporation, person or other entity which paid such price or (B) the valuation
placed on such securities or property by the Board of Directors.

(j) 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 on the composite tape on the day as of
which such determination is being made or, if there was





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no sale of Shares reported on the composite tape 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.

(k) ISO: The term "ISO" shall mean a stock option described
in Section 422(b) of the Code.

(l) NSO: The term "NSO" shall mean a nonstatutory stock
option not described in Sections 422(b) or 423(a) of the Code.

(m) Option: The term "Option" shall mean (except as herein
otherwise provided) a stock option granted under this Plan.

(n) Outside Director: The term "Outside Director" shall
mean a member of the Board of Directors of the Company who is not also an
employee of the Company or an Affiliate.

(o) Participant: The term "Participant" shall mean any
person who holds an Option or a Stock Appreciation Right granted under this
Plan.

(p) Plan: The term "Plan" shall mean this Advanced Micro
Devices, Inc. 1992 Stock Incentive Plan, as amended from time to time.

(q) 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 14 of this Plan.

(r) Related Option: The term "Related Option" shall mean an
Option with respect to which a Right has been granted which is exercisable only
to the extent that such Option has not previously been exercised.

(s) Rights: The term "General Right" shall mean a Stock
Appreciation Right granted pursuant to the provisions of Section 11 of this
Plan. The term "Limited Right" shall mean a Stock Appreciation Right granted
pursuant to the provisions of Section 12 of this Plan. The term "Right" shall
mean any General Right or Limited Right.

(t) Stock Appreciation Right: The term "Stock Appreciation
Right" shall mean a right granted under this Plan to receive, without payment
to the Company, cash and/or Shares equivalent in value to the Spread as defined
in Sections 11 and 12 of this Plan.

(u) Window Period: The term "Window Period" shall mean the
period beginning on the third business day following the date of release for
publication of the quarterly and annual summary statements of sales and
earnings of the Company and ending on the twelfth business day following such
date.





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3. ADMINISTRATION

(a) The Board of Directors (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); provided, however, that the Board of Directors shall delegate
administration of the Plan to the extent required by Section 3(e).

(b) Except for automatic grants of Options to Outside
Directors pursuant to Section 8 hereof, 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 and Rights pursuant to the
Plan.

(2) To determine from time to time which of the
eligible persons shall be granted Options or Rights under the Plan,
the number of Shares for which each Option or Right shall be
granted, the term of each granted Option or Right and the time or
times during the term of each Option or Right within which all or
portions of each Option or Right may be exercised (which at the
discretion of the Board or its delegate may be accelerated).

(3) With respect to persons who are not also
executive officers, to grant Options and/or Rights in exchange for
cancellation of Options and/or Rights granted earlier at different
exercise prices; provided, however, nothing contained herein shall
empower the Board or its delegate to grant an ISO under conditions
or pursuant to terms that are inconsistent with the requirements of
Section 422 of the Code.

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

(5) To take appropriate action to amend any
Option and/or Right hereunder, including to amend the vesting
schedule of any outstanding Option or Right, or to cause any Option
granted hereunder to cease to be an ISO, 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.

(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 and Rights 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 or Right agreement in a manner and to the
extent it shall deem necessary or expedient to make the Plan fully
effective.





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(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 of Directors 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 or Rights to an employee who is not subject to
Section 16 of the Exchange Act, to a committee of one or more
members of the Board of Directors, whether or not such members of
the Board of Directors are Disinterested Directors;

(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 or Right, to a committee of one or more members of the Board
of Directors, whether or not such members of the Board of Directors
are Disinterested Directors, or to one or more officers of the
Company.

(e) Unless each member of the Board is a Disinterested
Director, the Board shall, by resolution, delegate administration of the Plan
with respect to the participation in the Plan of employees who are subject to
Section 16 of the Exchange Act, including its powers to select such employees
for participation in the Plan, to make substantive decisions concerning the
timing, pricing, amount or any other material term of an Option or Right, to a
committee of two or more Disinterested Directors. Any committee to which
administration of the Plan is so delegated pursuant to this Section 3(e) may
also administer the Plan with respect to an employee described in Section
3(d)(1) above.

(f) Except as required by Section 3(e) above, 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, except under circumstances where a
committee is required to administer the Plan under Section 3(e) above.

(g) 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 14 (relating to adjustments
upon changes in stock), the Shares which may be issued pursuant to the exercise
of Options or Rights granted under the Plan shall not exceed in the aggregate
ninemillion three hundred fifty thousand (9,350,000) Shares of the Company's
authorized Common Stock and may be unissued Shares or





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reacquired Shares or Shares bought on the market for the purposes of issuance
under the Plan. If any Options or Rights granted under the Plan shall for any
reason be cancelled, terminate or expire without having been exercised in full,
the Shares subject to such Options or Rights shall be available again for the
purposes of the Plan, except for Shares subject to a Related Option which is
cancelled due to the exercise for Shares of a Right related to such Option, and
except for Shares subject to a Right which is cancelled due to the exercise for
Shares of an Option related to such Right. Shares which are delivered or
withheld from the Shares otherwise due on exercise of an Option or Right may be
reused and sold pursuant to Options or Rights granted to a Participant who is
not subject to Section 16 of the Exchange Act. If a Right is exercised for
cash, the Shares underlying the Right or cancelled related Option, if any,
shall become available again for the grant of Options or Rights to any
Participant.


5. ELIGIBILITY

Options and/or Rights may be granted only to full or part-time
employees of the Company and/or of any Affiliate. Outside Directors shall not
be eligible for the benefits of the Plan, except as provided in Section 8
hereof. Any employee or Outside Director may hold more than one Option and
Right at any time.


6. STOCK OPTIONS -- GENERAL PROVISIONS

(a) Except for automatic grants of Options to Outside
Directors under Section 8 hereof, each Option granted pursuant to the Plan may,
at the discretion of the Board or its delegate, be granted either as an ISO or
as an NSO. No option may be granted alternatively as an ISO and as an NSO.

(b) To the extent that the aggregate exercise price for ISOs
which are exercisable for the first time by a Participant during any calendar
year (under this Plan or any other plans of the Company or its Affiliates)
exceeds $100,000, such options shall be treated as NSOs.

(c) No ISO may be granted to a person who, at the time of
grant, owns stock possessing more than 10% of the total combined voting power
of the Company or any of its Affiliates unless the exercise price is at least
110% of the Fair Market Value per Share of the stock subject to the option and
the term of the option does not exceed five (5) years from the date such ISO is
granted.


7. TERMS OF OPTION AGREEMENT

Except as otherwise required by the terms of Section 8 hereof, 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:





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(a) The term of any Option (other than an ISO) shall not be
greater than ten (10) years and one day from the date it was granted. The term
of any ISO shall not be greater than ten (10) years from the date it was
granted.

(b) The exercise price of each Option shall be not less than
the Fair Market Value per Share of the stock subject to the Option on the date
the 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, or as otherwise permitted by regulations and
interpretations under Section 16 of the Exchange Act.

(d) Except as otherwise provided in paragraph (e) of this
Section 7, the rights of a Participant other than an Outside Director to
exercise an Option shall be limited as follows:

(1) DEATH OR DISABILITY: If a Participant's
employment 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 or its delegate
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 or its delegate (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 or its delegate 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
for whom the Company (or Affiliate) acts as agent to terminate such
agency relationship, 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 employment, whether or not after
termination of employment 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 or its delegate
shall give the Participant an opportunity to present to the Board or
its delegate evidence on his behalf. For the purpose of this
paragraph, termination of employment shall be deemed to occur on the
date when the Company dispatches notice or advice to the Participant
that his employment is terminated.





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(3) TERMINATION FOR OTHER REASONS: If a
Participant's employment 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 or its
delegate may fix, exercise the Option to the extent such Option was
exercisable by the Participant on the date of termination of his
employment, or to the extent otherwise specified by the Board or its
delegate (which may so specify after the date of the termination of
his employment 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) DIVORCE: If an Option or any portion thereof
is transferred pursuant to a qualified domestic relations order to a
former spouse who is neither an Outside Director nor an employee of
the Company or any of its Affiliates, the former spouse shall have
the right for the period of twelve months following the date of
transfer, or such other period as the Board or its delegate may fix,
to exercise the Option to the extent the Participant was entitled to
exercise such option on the date of transfer. Unless otherwise
specified in the option agreement or by court order, the date of
transfer shall be the date the qualified domestic relations order is
executed.

(e) 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.

(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 maximum number of shares which are subject to
Options granted to any individual, plus the maximum number of Rights which are
not associated with a Related Option and which are granted to any individual,
shall not exceed in the aggregate two million (2,000,000) shares over the full
ten-year life of the Plan.


8. AUTOMATIC GRANTS TO OUTSIDE DIRECTORS

(a) On the date of adoption of this Plan by the Board, each
Outside Director shall be granted an option to purchase 12,000 Shares under the
Plan (the "First Option"). Thereafter, on the first business day coincident
with or following each annual meeting of the Company's stockholders, each
Outside Director reported as being elected shall be granted an additional
option to purchase 3,000 Shares under the Plan (the "Annual Option"); provided,
however, that an Outside Director who has not previously





8
been elected as a member of the Board of Directors of the Company shall then be
granted a First Option; i.e., an option to purchase 12,000 Shares under the
Plan. Further, subject to the right of any Outside Director who has not
previously been elected as a member of the Board of Directors of the Company to
receive a First Option, if there are insufficient Shares available under the
Plan for each Outside Director to receive an Annual Option (as adjusted) in any
year, the number of Shares subject to each Annual Option in such year shall
equal the total number of available Shares then remaining under the Plan
divided by the number of Outside Directors on such date, as rounded down to
avoid fractional Shares. All Options granted to Outside Directors shall be
subject to the following terms and conditions of this Section 8.

(b) Nonstatutory Options. All Options granted to Outside
Directors pursuant to the Plan shall be NSOs.

(c) Exercise Price. The exercise price under each Option
granted to an Outside Director shall be one hundred percent of the Fair Market
Value per Share subject thereto on the date the Option is granted and shall be
payable in full at the time the Option is exercised (i) in cash or by certified
check, (ii) by delivery of Shares to the Company which shall have been owned
for at least six months and have a Fair Market Value per Share on the date of
surrender equal to the exercise price, or (iii) by delivery to the Company of a
properly executed exercise notice together with irrevocable instructions to a
broker to promptly deliver to the Company from sale or loan proceeds the amount
required to pay the exercise price and any applicable tax withholding.

(d) Duration and Vesting of Options. Each Option granted to
an Outside Director shall be for a term of ten years plus one day. Each First
Option shall vest and become exercisable on July 15 of subsequent calendar
years, according to the following schedule: 4,800 shares in the first calendar
year following the date of grant; 3,600 shares in the second such calendar
year; 2,400 shares in the third such calendar year; and 1,200 shares in the
fourth such calendar year. Each Annual Option shall vest and become
exercisable on July 15 of subsequent calendar years according to the following
schedule: in equal installments of 1,000 shares each in the second, third and
fourth calendar years following the date of grant. Any Shares acquired by an
Outside Director upon exercise of an option shall not be freely transferable
until six months after the date stockholder approval referred to in Section 15
hereof is obtained.

(e) Termination of Tenure on the Board. The rights to
exercise an Option granted to an Outside Director shall be limited as follows:

(1) DEATH, DISABILITY OR TERMINATION: If an
Outside Director's tenure on the Board is terminated for any reason,
then the Outside Director or the Outside Director's estate, as the
case may be, shall have the right for a period of twelve months
following the date such tenure is terminated to exercise the Option
to the extent the Outside Director was entitled to exercise such
Option on the date the Outside Director's tenure terminated;
provided the actual date of exercise is in no event after the
expiration of the term of the Option. An Outside Director's
"estate" shall mean the Outside Director's legal representative or
any person who acquires the right to exercise an Option by reason of
the Outside Director's Death or Disability.

(2) DIVORCE: If an Option or any portion thereof
is transferred pursuant to a qualified domestic relations order to a
former spouse who is neither an Outside





9
Director nor an employee of the Company or any of its Affiliates,
the former spouse shall have the right for the period of twelve
months following the date of transfer, or such other period as the
Board or its delegate may fix, to exercise the Option to the extent
the Participant was entitled to exercise such option on the date of
transfer. Unless otherwise specified in the option agreement or by
court order, the date of transfer shall be the date the qualified
domestic relations order is executed.

(f) The automatic grants to Outside Directors pursuant to
this Section 8 shall not be subject to the discretion of any person. The other
provisions of this Plan shall apply to the Options granted automatically
pursuant to this Section 8, except to the extent such other provisions are
inconsistent with this Section 8.


9. PAYMENTS AND LOANS UPON EXERCISE OF OPTIONS

With respect to Options other than Options granted to Outside
Directors pursuant to Section 8, the following provisions shall apply:

(a) The exercise price of Shares sold pursuant to an Option
shall be paid either in full in cash or by certified check at the time the
Option is exercised or in accordance with any deferred payment arrangement that
the Board or its delegate in its discretion may approve.

(b) In addition, if and to the extent authorized by the
Board or its delegate, Participants may make all or any portion of any payment
due to the Company upon exercise of an Option (i) by delivery of any property
(including securities of the Company) other than cash, so long as such property
constitutes valid consideration for the stock under applicable law and has a
fair market value on date of delivery equal to the exercise price, or (ii) by
delivery to the Company of a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company from
sale or loan proceeds the amount required to pay the exercise price and any
applicable tax withholding. If securities of the Company are delivered in
payment of the exercise price pursuant to this paragraph, such securities shall
have been owned for at least six months (or such other period as the Board or
its delegate may require) and have a fair market value on the date of surrender
equal to the exercise price. Any securities delivered by a Participant who is
subject to Section 16 of the Exchange Act must be the same class of stock as
the stock to be received upon exercise of the Option.

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

(d) In addition, a Participant may elect to have the Company
withhold from the number of Shares otherwise issuable upon exercise of an
Option, a sufficient number of Shares with an aggregate Fair Market Value per
Share on the date of exercise equal to the exercise price. Any such election
shall be subject to the approval of the Board or its delegate and must be made
in compliance with rules and procedures established by the Board or its
delegate.





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10. TAX WITHHOLDING

(a) Where, in the opinion of counsel to the Company, the
Company has or will have an obligation to withhold taxes relating to the
exercise of any Option or Right, the Board or its delegate may in its
discretion require that such tax obligation be satisfied in a manner
satisfactory to the Company. In satisfying such obligation with respect to a
General or Limited Right exercised for cash, the Company may withhold such
taxes from any cash award. With respect to the exercise of an Option or a
General Right, in whole or in part, for Shares, the Company may require the
payment of such taxes before Shares deliverable pursuant to such exercise are
transferred to the holder of the Option or General Right.

(b) With respect to the exercise of an Option or a General
Right, in whole or in part, for Shares, a Participant may elect (a "Withholding
Election") to pay his withholding tax obligation by the withholding of Shares
from the total number of Shares deliverable pursuant to the exercise of such
Option or General Right 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 or its delegate. Previously owned
shares delivered in payment for such taxes must have been owned for at least
six months prior to the exercise date, or may be subject to such other
conditions as the Board or its delegate may require. The value of Shares
withheld or delivered shall be the Fair Market Value per Share on the date the
exercise becomes taxable. All Withholding Elections are subject to the
approval of the Board or its delegate and must be made in compliance with rules
and procedures established by the Board or its delegate.


11. STOCK APPRECIATION RIGHTS -- GENERAL RIGHTS

(a) The Board or its delegate shall have authority in its
discretion to grant a General Right to any eligible employee. A General Right
may be granted to a Participant irrespective of whether such Participant holds,
is being granted, or has been previously granted an Option, a Limited Right or
a General Right under the Plan. A General Right may be made exercisable
without regard to the exercisability of any Option or may be made exercisable
only to the extent of, and in lieu of, a Related Option. A General Right may
be granted with respect to some or all of the Shares issuable pursuant to the
Related Option.

(b) With respect to the exercise of any General Right for
Shares by any Participant, and with respect to the exercise of a General Right
for Shares or cash by a Participant who is not subject to Section 16 of the
Exchange Act, the term "Spread" as used in paragraph (c) of this Section 11
shall mean an amount equal to the product computed by multiplying (i) the
excess of (A) the Fair Market Value per Share on the date such General Right is
exercised over (B) the Award Price by (ii) the number of Shares with respect to
which such General Right is being exercised. With respect to the exercise of
any General Right for cash by a Participant who is subject to Section 16 of the
Exchange Act pursuant to an election made in accordance with paragraphs (c) and
(d) of this Section 11, the term "Spread" as used in paragraph (c) of this
Section 11 shall mean an amount equal to the product computed by multiplying
(i) the excess of (A) the highest Fair Market Value per Share during a Window
Period over (B) the





11
Award Price by (ii) the number of Shares with respect to which such General
Right is being exercised. With respect to the exercise of a General Right for
cash pursuant to an election made in accordance with paragraph (f) of this
Section 11 by a Participant who is subject to Section 16 of the Exchange Act,
the term "Spread" as used in paragraph (c) of this Section 11 shall mean an
amount equal to the product computed by multiplying (i) the excess of (A) the
Fair Market Value per Share on the date the election becomes effective over (B)
the Award Price by (iii) the number of Shares with respect to which the General
Right is being exercised.

(c) On the exercise of a General Right as provided in
paragraph (g) of this Section 11, the holder thereof (subject to compliance
with paragraph (d) or paragraph (f) of this Section 11, if applicable) shall be
entitled at his election to receive either:

(i) a number of Shares equal to the quotient computed by
dividing the Spread by the Fair Market Value per Share on the date
of exercise of the General Right; provided, however, that in lieu of
fractional Shares the Company shall pay cash equal to the same
fraction of the Fair Market Value per Share on the date of exercise
of the General Right; or

(ii) an amount in cash equal to the Spread; or

(iii) a combination of cash in the amount specified in such
holder's notice of exercise, and a number of Shares calculated as
provided in clause (i) of this paragraph (c), after reducing the
Spread by such cash amount, plus cash in lieu of any fractional
Share as provided above.


(d) This paragraph (d) shall only apply to Participants who
are subject to Section 16 of the Exchange Act. Unless an election to receive
cash upon the exercise of a General Right is made pursuant to paragraph (f) of
this Section 11, the Board or its delegate shall have sole discretion to
consent to or disapprove, in whole or in part, the election pursuant to either
clause (ii) or (iii) of paragraph (c) of this Section 11 of a holder of a
General Right to receive cash upon the exercise of a General Right ("Cash
Election"). Such consent or disapproval may be given at any time after the
Cash Election to which it relates. If the Board or its delegate shall
disapprove a Cash Election, in lieu of paying the cash (or any portion thereof)
specified in such Cash Election, the Board or its delegate shall determine the
cash, if any, to be paid pursuant to such Cash Election and shall issue a
number of Shares calculated as provided in clause (i) of paragraph (c) of this
Section 11, after reducing the Spread by such cash to be paid plus cash in lieu
of any fractional Share. A Cash Election may be made only (x) with respect to
a General Right which has been held at least six months from the date of grant
of such General Right, and (y) during a Window Period. A Cash Election made in
advance of a Window Period shall be deemed to have been made and to take effect
on the first day of the first Window Period occurring after such election.

(e) Notwithstanding the provision of paragraph (c) of this
Section 11, if within one year after a Change of Control has occurred the
employment of any Participant is terminated by the Company for any reason other
than for Misconduct (or, if applicable, by Constructive Termination), then such
Participant's General Right shall become fully vested on the date of





12
termination and may be exercised; provided, however, that with respect to a
General Right held by a Participant who is subject to Section 16 of the
Exchange Act, the event constituting a Change of Control shall have been
subject to stockholder approval by non-insider stockholders of the Company, as
determined under Rule 16(b)(3) of the Exchange Act, and if such General Right
has not been outstanding for at least six months on the date of termination,
then such grant shall not be exercisable until such six-month period elapses.
Upon an exercise for cash, a holder of a General Right shall be entitled to
receive an amount in cash equal to the Spread which, for purposes of this
paragraph (e) of this Section 11, shall mean an amount equal to the product
computed by multiplying (i) the excess of (A) the Fair Market Value per Share
on the date such General Right is exercised over (B) the Award Price, by (ii)
the number of Shares with respect to which such General Right is being
exercised.

(f) An election by a Participant who is subject to Section
16 of the Exchange Act to receive cash upon the exercise of a General Right may
be made without compliance with paragraph (d) of this Section 11, if such
election is irrevocable and the receipt of cash pursuant to such election
occurs no earlier than six months after such election is made. An election
made pursuant to this paragraph (f) may be changed only by a subsequent
irrevocable election to take effect no earlier than six months after the date
such subsequent election is made.

(g) To exercise a General Right, the holder shall (i) give
notice thereof to the Company in form satisfactory to the Board or its delegate
addressed to the Secretary of the Company specifying (A) the number of Shares
with respect to which such holder is exercising the General Right and (B) the
amount such holder elects to receive in cash, if any, and the amount he elects
to receive in Shares with respect to the exercise of the General Right;
provided, however, that notice of the exercise of a General Right pursuant to
paragraph (e) of this Section 11 shall only specify the number of Shares with
respect to which the General Right is being exercised for cash; and (ii) if
requested by the Company, deliver the Right Agreement relating to the General
Right being exercised and the Option Agreement for any Related Option to the
Secretary of the Company, who shall endorse thereon a notation of such exercise
and return the Right Agreement and Option Agreement to the Participant. The
date of exercise of a General Right which is validly exercised shall be the
date on which the Company shall have received the notice referred to in the
first sentence of this paragraph (g).

12. STOCK APPRECIATION RIGHTS -- LIMITED RIGHTS

(a) The Board or its delegate shall have authority in its
discretion to grant a Limited Right to the holder of a Related Option. A
Limited Right may be granted with respect to all or some of the Shares covered
by such Related Option. A Limited Right may be granted either at the time of
grant of the Related Option or at any time thereafter during its term. A
Limited Right may be granted to a Participant irrespective of whether such
Participant is being granted or has been granted a General Right with respect
to the same Related Option. Unless specified in the Right Agreement as an
Automatic Right, a Limited Right may be exercised only during a period of sixty
days beginning on the date of a Change of Control; provided, however, that with
respect to a Limited Right held by a Participant who is subject to Section 16
of the Exchange Act the event constituting a Change of Control shall have been
subject to stockholder approval by non-insider stockholders of the Company, as
determined under Rule 16(b)(3) of





13
the Exchange Act, and if such Limited Right has not been outstanding for at
least six months on the date of the Change of Control, then the sixty-day
period shall not begin until the expiration of six months from the date of
grant of such Limited Right. Notwithstanding the provisions of the immediately
preceding sentence, each Limited Right shall be exercisable only if and to the
extent that the Related Option is exercisable. A Limited Right granted as an
Automatic Right, shall be exercised automatically and only for cash, on
satisfaction of conditions specified in the Right Agreement; provided that an
Automatic Right held by a participant who is subject to Section 16 of the
Exchange Act shall not be automatically exercised unless such Automatic Right
has been outstanding for at least six months from the date of grant of such
Right.

(b) The term "Spread" as used in this Section 12 with
respect to the exercise of any Limited Right shall mean an amount equal to the
product computed by multiplying (i) the excess of (A) either (x) the highest
Fair Market Value per Share during the sixty-day period ending on the date of
the Change of Control, or (y) the Event Price per Share, whichever is greater,
over (B) the exercise price per Share at which the Related Option is
exercisable, by (ii) the number of Shares with respect to which such Limited
Right is being exercised.

(c) Upon the exercise of a Limited Right as provided in
paragraph (e) of this Section 12, the holder thereof shall receive an amount in
cash equal to the Spread.

(d) Notwithstanding any other provision of this Plan, no
General Right which has a Related Option may be exercised for cash at any time
when any Limited Right which was granted with respect to the same Related
Option may be exercised.

(e) To exercise a Limited Right, the holder shall (i) give
notice thereof to the Company in form satisfactory to the Board or its delegate
specifying the number of Shares with respect to which such holder is exercising
the Limited Right, and (ii) if requested by the Company, deliver the Right
Agreement relating to the Limited Right being exercised and the Option
Agreement for the Related Option to the Secretary of the Company who shall
endorse thereon a notation of such exercise and return the Right Agreement and
the Option Agreement to the employee. The date of exercise of a Limited Right
which is validly exercised shall be deemed to be the date on which the Company
shall have received the notice referred to in the first sentence of this
paragraph (e).


13. STOCK APPRECIATION RIGHTS -- GENERAL PROVISIONS

(a) Either a General Right or a Limited Right, or both a
General Right and a Limited Right, may be granted with respect to the same
Related Option. Upon the exercise of a Right, any Related Option and any other
Right granted with respect to the same Related Option shall be considered
cancelled to the extent of the Shares with respect to which the Right is
exercised. Upon the exercise, cancelleation or termination of any Related
Option, the Right or Rights that relate thereto will cease to be exercisable to
the extent of the number of Shares with respect to which the Related Option is
exercised, cancelled or terminated.





14
(b) The Company intends that Sections 11, 12 and 13 shall
comply with the requirements of Rule 16b-3 (the "Rule") under the Exchange Act
during the term of this Plan. Should any provision of these Sections 11, 12
and 13 fail to comply with or be unnecessary to comply with the requirements of
the Rule, the Board may amend this Plan to add to or modify the provisions of
this Plan accordingly without seeking stockholder approval.

(c) Unless otherwise specified in the Right Agreement, no
General or Limited Right shall be transferable except by will, by the laws of
descent and distribution, or pursuant to a qualified domestic relations order
as defined in the Code or Title I of the Employee Retirement Income Security
Act, or the rules thereunder, or as otherwise permitted by regulations and
interpretations under Section 16 of the Exchange Act; provided, however, that
the terms of a General or Limited Right granted with respect to an ISO shall
comply with the requirements of the Code as necessary to maintain the status of
the Related Option as an ISO including, without limitation, transferability and
exercisability restrictions.

(d) A person exercising a General Right shall not be treated
as having become the registered owner of any Shares issued on such exercise
until such Shares are issued.

(e) Each General or Limited Right shall be on such terms and
conditions not inconsistent with this Plan or the Related Option, if any, as
the Board or its delegate may determine and shall be evidenced by a Right
Agreement setting forth such terms and conditions executed by the Company and
the holder of the General or Limited Right. A General and/or Limited Rightr
granted with respect to a Related Option shall be exercisable only if and to
the extent the Related Option is exercisable.


14. ADJUSTMENTS OF AND CHANGES IN THE STOCK

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 or its delegate shall make
appropriate adjustments to the number of Shares of Common Stock of the Company
theretofore appropriated or thereafter subject or which may become subject to
an Option or Right under the Plan. Outstanding Options and Rights 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 or Rights pursuant to this Section 14. In case of
any such adjustment, the Shares subject to the Option or Right 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 or Right 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.


15. EFFECTIVE DATE OF THE PLAN

The Plan shall become effective when adopted by the Board, but no
Option or Right granted under this Plan shall be exercisable until the Plan is
approved in the manner prescribed





15
in section 16(a) of this Plan. Any amendment to the Plan shall become
effective when adopted by the Board, unless specified otherwise, but no Option
or Right granted under any increase in the number of shares authorized to be
issued under this Plan shall be exercisable until the increase is approved in
the manner prescribed in section 16(a) of this Plan. The amendments to Section
4 which pertain to shares available again for issuance to participants not
subject to Section 16 of the Exchange Act shall be effective from December 27,
1993.


16. AMENDMENT OF THE PLAN

(a) The Board of Directors at any time, and from time to
time, may amend the Plan, subject to the limitation, however, that, except as
provided in Section 14 (relating to adjustments upon changes in stock), no
amendment for which stockholder approval is required shall be effective unless
such approval is obtained within the required time period. Whether stockholder
approval is required shall be determined by the Board of Directors. Approval
of the stockholders may be obtained, at a meeting of stockholders duly called
and held, by the affirmative vote of a majority of the holders of the Company's
voting stock who are present or represented by proxy and entitled to vote on
the Plan, or by the written consent of the holders of a majority of the
outstanding voting stock of the Company. Shares which are present at the
meeting but not voted on the Plan are not counted in determining whether a
majority has been obtained.

(b) It is expressly contemplated that the Board may, without
seeking approval of the Company's stockholders, amend the Plan in any respect
necessary to provide the Company's employees with the maximum benefits provided
or to be provided under Section 422 of the Code or Section 16 of the Securities
and Exchange Act of 1934 and the regulations promulgated thereunder relating to
employee incentive stock options and/or to bring the Plan or Options granted
under it into compliance therewith.

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

(d) The Board of Directors may not amend the provisions of
Section 8 hereof more than once every six months, other than to comport with
changes in the Code, the Employee Retirement Income Security Act, or the rules
thereunder.


17. TERMINATION OR SUSPENSION OF THE PLAN

The Board of Directors at any time may suspend or terminate the
Plan. The Plan, unless sooner terminated, shall terminate at the end of ten
years from the date the Plan is adopted by the Board or approved by the
stockholders of the Company, whichever is earlier. No Option or Right may be
granted under the Plan while the Plan is suspended or after it is terminated.
Rights and obligations under any Option or Right granted while the Plan is in
effect, including the maximum duration and vesting provisions, shall not be
altered or impaired by suspension





16
or termination of the Plan, except with the consent of the person who holds the
Option or Right, which consent may be obtained in any manner that the Board or
its delegate deems appropriate.


18. REGISTRATION, LISTING, QUALIFICATION, APPROVAL OF STOCK AND OPTIONS

All Options and Rights granted under the Plan are subject to the
requirement that if at any time the Board shall determine in its discretion
that the registration, listing or qualification of the shares of stock subject
thereto on any securities exchange or under any applicable law, or the consent
or approval by any governmental regulatory body or the stockholders of the
Company, is necessary or desirable as a condition of or in connection with the
issuance of shares upon exercise of the Option or Right, the Option or Right
may not be exercised in whole or in part unless such registration, listing,
qualification, consent or approval shall have been effected or obtained free of
any condition not acceptable to the Board of Directors.


19. NO RIGHT TO EMPLOYMENT

Nothing in this Plan or in any Option or Right agreement 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.


20. MISCELLANEOUS

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





17
ADVANCED MICRO DEVICES, INC.
1992 STOCK INCENTIVE PLAN


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