AMD STOCK PURCHASE PLAN

Exhibit 99.2

ADVANCED MICRO DEVICES, INC.
1991 EMPLOYEE STOCK PURCHASE PLAN

The following constitutes the provisions of Advanced Micro Devices, Inc.
1991 Employee Stock Purchase Plan (herein called the "Plan"). As used herein
the terms "Corporation" and "AMD" refer to Advanced Micro Devices, Inc., and,
where appropriate, any Participating Subsidiary of Advanced Micro Devices,
Inc.

1. Purpose. The purpose of the Plan is to foster continued cordial employee
relations by providing employees of the Corporation and Participating
Subsidiaries with an opportunity to purchase Common Stock of the Corporation
through payroll deductions. It is the intention of the Corporation that the
Plan qualify as an "employee stock purchase plan" under Section 423 of the
Internal Revenue Code of 1986, as amended (the "Code"). The provisions of the
Plan shall be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code and the
regulations promulgated thereunder.

2. Definitions.

(a) "Board" means the Board of Directors of the Corporation.

(b) "Business Day" means a day on which AMD Common Stock is publicly
traded.

(c) "Committee" means the committee designated by the board to administer
this Plan.

(d) "Compensation" means salaries, overtime, shift differential and lead
pay. Bonuses, special awards, sales commissions, cash profit sharing,
income attributable to the exercise of a compensatory stock option or
warrant, reimbursements and allowances are excluded.

(e) "Employee" means any person, including an officer, customarily
employed for at least twenty (20) hours per week and more than five (5)
months in a calendar year by the Corporation or its Participating
Subsidiaries.

(f) "Participating Subsidiary" means any subsidiary (determined by
reference to Section 424 of the Code) designated by the Board to be a
participating subsidiary.

(g) "Offering Period" shall have meaning assigned by paragraph 4.

(h) "Option Grant Date" means the first Business Day of each Offering
Period of the Plan.

(i) "Purchase Date" means the last Business Day of each Offering Period
of the Plan.

3. Eligibility. Any Employee who shall be employed by the Corporation or its
Participating Subsidiaries on the first day of an Offering Period, shall be
eligible to participate in such Offering Period under the Plan, subject to the
requirements of paragraph 5 and the limitations imposed by Section 423(b) of
the Code.

4. Offering period. Absent action by the Board, each Offering Period shall
extend for three calendar months commencing on the first Business Day on or
after February 1, May 1, August 1 and November 1 of each year and ending on
the last Business Day of the third month. The initial Offering Period under
this plan shall be a four-month period commencing on April 1, 1991 and ending
on July 31, 1991.

5. Participation.

(a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deduction on the
form provided by the Corporation and filing it with the designated
Corporation office not later than the 15th day of the month prior to a new
Offering Period; provided that participants who go on a leave of absence
are subject to the special rules set forth in paragraph 10(c) hereof; and
provided further that an Employee who commences employment in the month
prior to a new Offering Period may complete a subscription agreement on the
date he commences employment. An Employee who becomes eligible to
participate in the Plan after an Option Grant Date may not participate
until the next Offering Period.

1

(b) Payroll deductions for a participant shall commence with the first
payroll following the Option Grant Date and shall end with the Purchase
Date of the offering, unless sooner terminated by the participant as
provided in paragraph 10, or by the Corporation.

6. Payroll Deductions

(a) At the time a participant files his subscription agreement, he shall
elect to have payroll deductions made on each payday during the Offering
Period at a rate not exceeding ten percent (10%) of the Compensation which
he would otherwise receive on such payday, provided that the aggregate of
such payroll deductions during the Offering Period shall not exceed ten
percent (10%) of the aggregate Compensation which he would otherwise have
received during said Offering Period. The Committee shall determine whether
the amount to be deducted from each paycheck is to be designated as a
specific dollar amount, or as a percentage of the eligible Compensation
being paid on such payday, or as either, and may also establish a minimum
percentage or amount for such payroll deductions.

(b) All payroll deductions authorized by a participant shall be credited
to his account under the Plan. A participant may not make any additional
payments into such account.

(c) A participant may discontinue his preparation in the Plan as provided
in paragraph 10, and may decrease or increase the rate of his payroll
deductions a maximum of once during the Offering Period by completing and
filing with the Corporation a new authorization for payroll deduction. The
change in rate shall become effective no later than fifteen (15) days after
the Corporation's receipt of the new authorization.

7. Grant of Option

(a) On each Option Grant Date, each participant in the Plan shall be
granted an option to purchase (at the per share option price) the number of
shares of the Corporation's Common Stock determined by dividing: (i) thirty
percent (30%) of the participant's Pay by (ii) eighty-five percent (85%) of
the fair market value of a share of the Corporation's Common Stock on such
Option Grant Date; but in no event shall such number be greater than the
amount permitted under Section 7(b) of this Plan. Fair market value of a
share of the Corporation's Common Stock shall be determined a provided in
Section 7(c) herein. In calculating under this section the number of shares
subject to option for the next Offering Period, and for purposes of
calculating the foregoing limit, Pay for a current Offering Period shall
mean: (1) Five Hundred Seventy (570) times the sum of (a) the participant's
hourly wage rate in effect on the first day of the current Offering Period
plus (b) the participant's average hourly overtime for the preceding
Offering Period; plus (2) the amount of Compensation deferred from a prior
Offering Period and which will be paid to the participant during the
current Offering Period.

(b) Exceptions. Any provisions of the Plan to the contrary
notwithstanding, any option granted to an Employee shall be limited so
that:

(i) immediately after the grant, such employee would not own stock
possessing five percent (5%) or more of the total combined voting power
or value of all classes of stock of the Corporation or of any
subsidiary of the Corporation (including stock which the employee may
purchase under outstanding options, and stock the ownership of which is
attributed to the employee under Section 424(d) of the Code), and

(ii) the Employee's rights to purchase shares under all employee
stock purchase plans of the Corporation and its subsidiaries shall not
accrue (i.e., become exercisable) at a rate which exceeds twenty-five
thousand dollars ($25,000) of the fair market value of such shares
(determined at the time such option is granted) for each calendar year
in which such option is outstanding at any time.

(c) The option price per share of such shares shall be the lower of: (i)
85% of the fair market value of a share of the Corporation's Common Stock
at the Option Grant Date; or (ii) 85% of the fair market value of the
Corporation's Common Stock at the Purchase Date. The fair market value of
the Corporation's Common Stock on said dates shall be the closing price on
the New York Stock Exchange for such date, or if no sale is made on such
date, the corresponding closing price on the first preceding date on which
the Corporation's Common Stock was sold.

2

(d) Any excess contributions remaining in the Employee's account after
the purchase of the shares on the Purchase Date will be returned to the
employee, or may be credited against future payroll deductions.

8. Exercise of Option. Unless a participant withdraws from the Plan as
provided in paragraph 10, his option for the purchase of shares will be
exercised automatically for the number of whole shares which the accumulated
payroll deductions in his account could purchase at the applicable option
price on the Purchase Date. During his lifetime, a participant's option to
purchase shares hereunder is exercisable only by him. Options granted with
respect to the initial Offering Period of April 1, 1991 through July 31, 1991
shall not be exercisable unless stockholders approve this Plan prior to
February 12, 1992.

9. Delivery. As promptly as practicable after the Purchase Date of each
offering, the Corporation shall arrange the delivery to each participant, as
appropriate, of a certificate representing the number of whole shares
purchased on exercise of his option.

10. Withdrawal; Termination of Employment.

(a) A participant may withdraw all, but not less than all, the payroll
deductions credited to his account under the Plan at any time prior to the
Purchase Date by giving written notice to the Corporation on a form
provided for such purpose. All of the participant's payroll deductions
credited to his account will be paid to him promptly after receipt of his
notice of withdrawal, his option for the current period will be
automatically cancelled, and no further payroll deductions for the purchase
of shares will be made during the Offering Period.

(b) Upon termination of the participant's employment for any reason,
including retirement, permanent disability or death, the payroll deductions
credited to his account will be returned to him or, in the case of his
death, to the person or persons entitled thereto under paragraph 14, and
his option will be automatically canceled.

(c) In the event an Employee fails to remain in the continuous employ of
the Corporation or its subsidiaries for customarily at least twenty (20)
hours per week during an Offering Period, he will be deemed to have elected
to withdraw from the Plan and the payroll deductions credited to his
account will be returned to him and his option cancelled; provided that a
participant who goes on an unpaid leave of absence shall be permitted to
remain in the Plan with respect to an Offering Period which commenced prior
to the beginning of such leave of absence. If such participant is not
guaranteed reemployment by contract or statute and the leave of absence
extends beyond 90 days, such participant shall be deemed to have terminated
employment on the 91st day of such leave of absence. Payroll deductions for
a participant who has been on an unpaid leave of absence will resume at the
same rate as in effect prior to such leave upon return to work unless
changed by such participant or unless the participant has been on an unpaid
leave of absence either throughout an entire Offering Period or for more
than ninety (90) days, in which cases the participant shall not be
permitted to re-enter the Plan until a subscription agreement is filed with
respect to a subsequent Offering Period which commences after such
participant has returned to work from the unpaid leave of absence.

(d) A participant's withdrawal from an offering will not have any effect
upon his eligibility to participate in a succeeding offering or in any
similar plan which may hereafter be adopted by the Corporation.

(e) Any other provision of the Plan notwithstanding, an Employee who is
subject to Section 16 of the Securities Exchange Act of 1934 shall not
resume contributions under the Plan for a period of at least six months
after discontinuing his or her contributions. This subsection (e) shall be
applicable only to the extent required by Rule 16b-3 (or its successor)
under the Securities Exchange Act of 1934.

11. No Interest. No interest shall accrue on the payroll deductions of a
participant in the Plan.

3

12. Stock.

(a) The maximum number of shares of the Corporation's Common Stock which
may be sold pursuant to options exercised under the Plan shall be three
million six hundred thousand (3,600,000) shares, subject to adjustment upon
changes in capitalization of the Corporation as provided in paragraph 18.
The shares to be sold to participants in the Plan may be, at the election
of the Corporation, either treasury shares or shares authorized by
unissued. In addition, the officers of the Corporation are authorized to
acquire shares of the Corporation's Common Stock in the open market for
resale under this Plan. If the total number of shares which would otherwise
be subject to options granted pursuant to paragraph 7(a) hereof at the
Option Grant Date exceeds the number of shares then available under the
Plan (after deduction of all shares for which options have been exercised
or are then outstanding), the Corporation shall make a pro rata allocation
of the shares remaining available for option grant in as uniform and
equitable a manner as is practicable. In such event, the Corporation may
reduce the rate of payroll deductions as appropriate.

(b) The participant will have no interest or voting right in shares
covered by his option until such option has been exercised.

(c) Shares to be delivered to a participant under the Plan will be
registered in the name of the participant.

13. Administration.

(a) The Plan shall be administered by the Board or a committee appointed
by the Board (the "Committee"). The Board may from time to time remove
members from or add members to the Committee. Vacancies on the Committee,
however caused, shall be filled by the Board. Acts taken or approved by a
majority of the Committee at which a quorum is present, or acts approved in
writing by all members of the Committee, shall be the valid acts of the
Committee. The Plan shall be administered in a manner that assures all
participants the same rights and privileges.

(b) The administration, interpretation or application of the Plan by the
Board or its Committee shall be final, conclusive and binding upon all
participants. Members of the Board or the Committee who are eligible
Employees are permitted to participate in the Plan.

(c) No member of the Board or the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
option granted under it. In addition to such other rights of
indemnification as they may have as directors or as members of the
Committee, the members of the Committee shall be indemnified by the
Corporation against the reasonable expenses, including attorney's fees
actually and necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any option granted
thereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected
by the Corporation) or paid by them in satisfaction of a judgment in any
such action, suit or proceeding, except in relation to matters as to which
it shall be adjudged in such action, suit or proceeding that such Committee
member is liable for negligence or misconduct in the performance of his
duties; provided that within sixty (60) days after institution of any such
action, suit or proceeding the Committee member seeking indemnification
shall in writing offer the Corporation the opportunity, at its own expense,
to handle and defend the same.

(d) All costs and expenses incurred in administering the Plan shall be
paid by the Corporation. The Board or the Committee, if any is appointed,
may request advice or assistance or employ such other persons as are
necessary for proper administration of the Plan.

14. Designation of Beneficiary.

(a) A participant may file a written designation of a beneficiary who is
to receive any shares and cash, if any, from the participant's account
under the Plan in the event of such participant's death subsequent to the
Purchase Date but prior to delivery to him of such shares and cash. In
addition, a participant may file a

4

written designation of beneficiary who is to receive any cash from the
participant's account under the Plan in the event of such participant's
death prior to the Purchase Date.

(b) Such designation of beneficiary may be changed by the participant at
any time by written notice. In the event of the death of a participant in
the absence of a valid designation of a beneficiary who is living at the
time of such participant's death, the Corporation shall deliver such shares
and/or cash in accordance with the participant's designation of
beneficiaries under the Advanced Micro Devices, Inc. Deferred Profit
Sharing Plan; or, in the absence of such designation, to the executor or
administrator of the estate of the participant; or if no such executor or
administrator has been appointed (to the knowledge of the Corporation), the
Corporation, in its discretion, may deliver such shares and/or cash to the
spouse or to any one or more dependents or relatives of the participant; or
if no spouse, dependent or relative is known to the Corporation, then to
such other person as the Corporation may designate.

15. Transferability. Neither payroll deduction credited to a participant's
account nor any rights with regard to the exercise of an option or to receive
shares under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in paragraph 14 hereof) by the participant. Any
such attempt at assignment, transfer, pledge or other disposition, shall be
void and without effect, except that the Corporation may treat such act as an
election to withdraw funds in accordance with paragraph 10.

16. Use of Funds. All payroll deductions received or held by the Corporation
under the Plan may be used by the Corporation for any corporate purpose, and
the Corporation shall not be obligated to segregate such payroll deductions.

17. Statements. Statements of account will be given to participating
employees promptly following each Purchase Date, which statements will set
forth the amounts of payroll deductions, the per share purchase price, the
number of shares purchased and any excess contributions.

18. Changes in Capitalization. In the event of any stock dividend, stock
split, spin-off, recapitalization, merger, consolidation, exchange of shares
or the like, the number of shares then subject to option and the number of
authorized shares remaining available to be sold shall be increased or
decreased appropriately, with such other adjustment as may be deemed necessary
or equitable by the Board.

19. Amendment. The Board of Directors may at any time amend the Plan. No
such amendment may make any change in any option previously granted which
adversely affects the rights of any participant without such participant's
consent. 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 Committee
and consistent with Securities and Exchange Commission Rule 16b-3 (or its
successor), the Code or the stock exchange(s) on which the Corporation's
shares are listed, as such rules are in effect at the time the plan amendment
becomes effective.

20. Termination. The Board of Directors of Advanced Micro Devices, Inc. may
at any time terminate the Plan. No such termination will affect options
previously granted. Unless sooner terminated by the Board, this Plan shall
terminate February 1, 2001.

21. Notices. All notices or other communications by a participant to the
Corporation in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Corporation at the location,
or by the person, designated by the Corporation for the receipt thereof.

22. Government and Other Regulations. The Plan, and the grant and exercise
of the rights to purchase shares hereunder, and the Corporation's obligation
to sell and deliver shares upon the exercise of rights to purchase shares,
shall be subject to all applicable federal, state and foreign laws, rules and
regulations, and to such approvals by any regulatory or government agency as
may, in the opinion of counsel for the Corporation, be required. Any
amendments requiring stockholder approval shall take effect only subject to
such approval.

23. Applicable Law. The interpretation, performance and enforcement of this
Plan shall be governed by the laws of the State of California.

5