PAYMENT, REIMBURSEMENT AND INDEMNITY AGREEMENT

EXHIBIT 4.4
PAYMENT, REIMBURSEMENT AND INDEMNITY AGREEMENT


THIS PAYMENT, REIMBURSEMENT AND INDEMNITY AGREEMENT (this "Agreement") is
made as of August 1, 1996, between ADVANCED MICRO DEVICES, INC., a Delaware
corporation ("AMD"), and IBJ SCHRODER BANK & TRUST COMPANY, a New York banking
corporation ("Schroder"). This Agreement is made with reference to the
following facts:

RECITALS
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A. AMD, Bank of America National Trust and Savings Association, as
administrative agent ("Bank Agent") and certain financial institutions have
entered into that certain Credit Agreement dated as of July 19, 1996, as amended
by that certain First Amendment to Credit Agreement dated as of August 7, 1996
(as so amended, the "Credit Agreement"), providing for loans to AMD in the
aggregate principal amount of $400,000,000.

B. United States Trust Company of New York, as trustee ("Indenture
Trustee") and AMD have entered into that certain Indenture dated as of
August 1, 1996 (the "Indenture") relating to AMD's 11% Senior Secured Notes
due 2003 (the "Senior Secured Notes") issued in the aggregate principal amount
of $400,000,000.

C. AMD's obligations under the Credit Agreement and the Indenture are
secured by liens and security interests created by (i) that certain Deed of
Trust, Assignment, Security Agreement and Financing Statement ("Deed of Trust")
dated as of August 1, 1996 among AMD as grantor, Schroder as grantee and Shelley
W. Austin as trustee, (ii) that certain Security Agreement dated as of
August 1, 1996 among AMD and Schroder as collateral agent ("Security
Agreement"), and (iii) any related UCC financing statements and security
documents or instruments, but excluding the "Intercreditor and Collateral
Agency Agreement" (as defined below) (collectively referred to herein as the
"Collateral Documents").

D. Schroder has agreed to serve as collateral agent as set forth in that
certain Intercreditor and Collateral Agency Agreement ("Intercreditor and
Collateral Agency Agreement"), of even date herewith, among the Indenture
Trustee, the Bank Agent and Schroder, in connection with the extension of credit
under the Credit Agreement and the issuance of the Senior Secured Notes under
the Indenture on the condition, among others, that AMD shall have entered into
this Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

AGREEMENT
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1. Acknowledgement of Recitals. The parties hereto acknowledge that the
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recitals are accurate, true, and correct.

2. Fees.
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2.1 Acceptance Fee. AMD shall pay to Schroder on August 13, 1996 (the
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"Closing Date"), a non-refundable acceptance fee as set forth on Exhibit A
attached hereto.

2.2 Collateral Agent's Fee. AMD shall pay to Schroder on the Closing
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Date and on each anniversary of the Closing Date, a non-refundable fee (the
"Collateral Agent's Fee") as set forth on Exhibit A attached hereto. The
Collateral Agent's Fee is payable from the Closing Date and on each anniversary
of the Closing Date thereafter until such time as Schroder has no obligations
under the Collateral Documents, the Intercreditor and Collateral Agency
Agreement or any other document executed in connection with any of the
foregoing.

2.3 Activity Fees. AMD shall pay to Schroder within thirty (30) days
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of receipt of an invoice from Schroder, the administrative and other fees
reasonably charged by Schroder for services rendered (including, but not limited
to, wire transfer fees, check processing fees, investment transaction fees,
collateral release/exchange fees, NSF check fees and check issuance fees), all
as more fully set forth on Exhibit A attached hereto.

2.4 Payment of Fees. AMD agrees to pay the fees set forth in this
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Section 2 and any other fees as hereafter agreed between AMD and Schroder, as
and when due, without any reduction for offset, deduction, recoupment, or
counterclaim.

2.5 Fees Cumulative. All fees payable under this Agreement shall be
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cumulative and fully earned on the date of payment.

3. Reimbursement of Expenses. On the 28th day of each calendar month, or
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more or less frequently as Schroder may determine in its absolute discretion,
Schroder shall send to AMD an invoice for Schroder's reimbursable expenses
("Reimbursable Expenses") including, but not limited to, all costs or out-of-
pocket expenses (including all reasonable fees and disbursements of any law firm
or other external counsel, or other professional advisors or consultants
employed by Schroder, the allocated costs of internal counsel and all
disbursements of internal counsel) incurred by Schroder in connection with the
preparation,

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execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement, the
Intercreditor and Collateral Agency Agreement, any of the Collateral Documents,
or any document related thereto or hereto. AMD agrees to pay all Reimbursable
Expenses as set forth in this Section 3 within thirty (30) days of receipt of
Schroder's invoice for such Reimbursable Expenses, without any reduction for
offset, deduction, recoupment, or counterclaim.

4. Indemnification of Schroder.
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AMD assumes liability for, and agrees absolutely and unconditionally to
indemnify, protect, save and keep harmless Schroder and its officers, directors,
employees, successors, assigns, agents and servants from and against, any and
all claims, liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, legal proceedings and cases, costs and expenses that may be
imposed on, incurred by, or asserted against, at any time, Schroder and in any
way relating to or arising out of the execution and delivery and performance of
this Agreement, the Intercreditor and Collateral Agency Agreement or the
exercise of remedies or taking of any other action under the Collateral
Documents, including any and all Environmental Matters and other Indemnified
Matters (each as defined in the Deed of Trust), the purchase or sale of
Permitted Investments (as defined in the Intercreditor and Collateral Agency
Agreement), the retention of cash and Permitted Investments or the proceeds
thereof and any payment, transfer or other application of cash or Permitted
Investments in accordance with the provisions of the Intercreditor and
Collateral Agency Agreement, or as may arise by reason of any act, omission or
error of Schroder in its capacity as collateral agent made in the conduct of its
duties or upon advice of legal counsel; except that AMD shall not be required to
indemnify, protect, save and keep harmless Schroder against matters arising
directly from its own gross negligence or willful misconduct. Schroder shall
use commercially reasonable efforts to provide notice to AMD of any event
reasonably likely to give rise to a claim for indemnification under this
Section 4 promptly upon learning of such event; provided, that the failure of
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Schroder to provide any such notice, or to provide any such notice after the
time specified, shall not (i) reduce or affect in any way Schroder's right to
indemnity under this Section 4, or (ii) create any liability whatsoever to
Schroder or any defense whatsoever by AMD under this Agreement. The indemnities
contained in this Section 4 shall survive the termination of this Agreement, the
Intercreditor and Collateral Agency Agreement and the Collateral Documents, and
shall survive any foreclosure on other enforcement of rights and remedies under
the Collateral Documents.
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5. Miscellaneous.
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5.1 Costs and Expenses. In addition to the other obligations set
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forth in this Agreement, AMD agrees that it will, upon demand therefor,
reimburse Schroder for all costs and expenses (including, without limitation,
reasonable attorneys' fees) incurred by Schroder in connection with the
preparation and negotiation of this Agreement and the Collateral Documents and
the collection of any amount due from AMD hereunder or in any action or
proceeding brought by Schroder to enforce the obligations of AMD hereunder.

5.2 Separate Obligations. The obligations and liabilities of AMD to
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Schroder under this Agreement are in addition to the obligations and liabilities
of AMD to Schroder under the Collateral Documents. The discharge of AMD's
obligations and liabilities to Schroder under the Collateral Documents or by
reason of operation of law or otherwise shall in no event or under any
circumstance constitute or be deemed to constitute a discharge, in whole or in
part, of AMD's obligations and liabilities to Schroder under this Agreement.
Conversely, the discharge of AMD's obligations and liabilities to Schroder under
this Agreement by reason of operation of law or otherwise shall in no event or
under any circumstance constitute or be deemed to constitute a discharge, in
whole or in part, of AMD's obligations and liabilities to Schroder under any of
the Collateral Documents. Notwithstanding anything in the immediately preceding
sentences to the contrary, Schroder shall be limited to a single recovery on any
claim arising both under this Agreement and under any of the Collateral
Documents.

5.3 Successors and Assigns. Each reference herein to Schroder shall be
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deemed to include its successors and assigns (including any successor collateral
agent appointed pursuant to the terms of the Intercreditor and Collateral Agency
Agreement and any successor organization to Schroder in its individual
capacity), in whose favor the provisions of this Agreement shall also inure.
Each reference herein to AMD shall be deemed to include the administrators,
legal representatives, trustees, beneficiaries, successors and assigns of AMD,
all of whom shall be bound by the provisions of this Agreement, provided,
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however, that AMD shall in no event or under any circumstance have the right
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without obtaining the prior written consent of Schroder to assign or transfer
its obligations and liabilities under this Agreement (which consent may be
withheld by Schroder in its sole and absolute discretion), in whole or in part,
to any other person, party or entity; provided, further, however, that nothing
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in this Section 5.3 shall prohibit AMD from consolidating or merging with or
into any Person (as defined in the Indenture) to the extent not prohibited by
Section 5.01 of the Indenture. Upon the resignation or removal of Schroder as
collateral agent and the appointment of a successor collateral

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agent pursuant to Section 8(c) of the Intercreditor and Collateral Agency
Agreement, Schroder shall use reasonable commercial efforts to provide notice of
such resignation or removal and appointment to AMD; provided, that the failure
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of Schroder to deliver such notice shall not create any liability whatsoever of
Schroder to AMD or any defense whatsoever of AMD to Schroder.

5.4 Set-Off. In addition to any rights and remedies of Schroder
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provided by law, if AMD fails to pay any amounts owing under this Agreement,
Schroder is authorized at any time and from time to time, without prior notice
to AMD, any such notice being waived by AMD to the fullest extent permitted by
law, to set-off and apply any and all deposits (general, or special, time or
demand, provisional or final including, but not limited to, deposits in the
"Proceeds Account" established under, and as defined in, the Security Agreement)
at any time held by, and other indebtedness at any time owing by, Schroder to or
for the credit or for the account of AMD against any and all obligations owing
to Schroder under this Agreement, now or hereafter existing, irrespective of
whether or not Schroder shall have made demand under this Agreement or any
Collateral Document and although such obligations may be contingent or
unmatured; provided, that Schroder may only set-off and apply any such deposits
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or indebtedness if and to the extent that any such deposits or indebtedness
would be paid or would result in a payment to AMD. Schroder agrees to promptly
notify AMD after any such set-off and application; provided, that failure to
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give such notice shall not affect the validity of such set-off and application.

5.5 No Waiver by Schroder. No delay on the part of Schroder in
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exercising any right or remedy under this Agreement or failure to exercise the
same shall operate as a waiver in whole or in part of any such right or remedy.
No notice to or demand on AMD shall be deemed to be a waiver of the obligation
of AMD or of the right of Schroder to take further action without notice or
demand as provided in this Agreement.

5.6 Modifications in Writing. This Agreement may only be modified,
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amended, changed or terminated by an agreement in writing signed by Schroder and
AMD. No waiver of any term, covenant or provision of this Agreement shall be
effective unless given in writing by Schroder and if so given by Schroder shall
only be effective in the specific instance in which given.

5.7 Obligations Absolute. AMD acknowledges that this Agreement and
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AMD's obligations under this Agreement are and shall at all times be absolute
and unconditional in all respects, and are and shall at all times be valid and
enforceable irrespective of any other agreements or circumstances of any

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nature whatsoever which might otherwise constitute a defense to the obligations
of AMD under this Agreement.

5.8 Integration Clause. This Agreement and the Collateral Documents
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set forth the entire agreement and understanding of Schroder and AMD and
supersede and replace that certain fee letter agreement among Schroder and AMD
dated July 8, 1996. AMD acknowledges that no oral or other agreements,
understandings, representations or warranties exist with respect to this
Agreement or the Collateral Documents or with respect to the obligations of AMD
under this Agreement or the Collateral Documents, except those specifically set
forth in this Agreement and the Collateral Documents.

5.9 Notices. Any notice, demand or other communication which the
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parties hereto may desire or may be required to give to the other party hereto
shall be in writing, and shall be deemed given and received, regardless of when
and whether received, (a) if by facsimile, upon transmission to the appropriate
facsimile number set forth below if the transmission occurs between 8:00 a.m.
and 5:00 p.m., New York time, on any Business Day (as defined in the
Intercreditor and Collateral Agency Agreement), provided, that any matter
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transmitted by facsimile (i) shall be immediately confirmed by a telephone call
to the recipient at the number set forth below and (ii) shall be followed
promptly by delivery of a hard copy original thereof in the manner specified in
either (b), (c) or (d) below, (b) on the day when personally delivered, (c) on
the Business Day after the day sent, if sent by overnight courier (such as
Federal Express, Air Borne, UPS Next Day Service or DHL), addressed to either
party hereto at its address set forth below, or (d) on the third (3rd) business
day after being deposited in United States registered or certified mail, postage
prepaid, addressed to either party hereto at its address set forth below, or to
such other address as either party hereto may have designated to the other party
hereto by notice in writing in accordance herewith:

(a) If to AMD:

Advanced Micro Devices, Inc.
One AMD Place
P.O. Box 3453
Sunnyvale, California 94088
Attention: Mr. Marvin Burkett
Senior Vice President,
Chief Financial and Administrative
Officer and Treasurer
Telephone: (408) 749-2818
Facsimile: (408) 749-3945

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(b) If to Schroder:
IBJ Schroder Bank and Trust Company
One State Street, 11th Floor
New York, New York 10004
Attention: Mr. Thomas J. Bogert
Vice President Corporate Trust
Administration
Telephone: (212) 858-2736
Facsimile: (212) 858-2952

Each party to this Agreement may designate a change of address by notice given
to the other parties fifteen (15) days prior to the date such change of address
is to become effective.

5.10 Counterparts. This Agreement may be executed in identical
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counterpart copies, each of which shall be an original, but all of which shall
constitute one and the same agreement. Delivery of an executed counterpart of a
signature page to this Agreement by facsimile transmission shall be as effective
as delivery of a manually executed counterpart of this Agreement. Any Person
(as defined in the Intercreditor and Collateral Agency Agreement) delivering
this Agreement by facsimile shall send the original manually executed
counterpart of this Agreement to Schroder at the address set forth in Section
5.9 above, immediately after such facsimile transmission.

5.11 Authority. Each Person executing this Agreement represents
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and warrants that he or she is lawfully authorized and empowered to execute this
Agreement on behalf of the entity on whose behalf such Person is signing, and
that upon execution, this Agreement will be binding upon such entity, without
any further approval, ratification or other action.

5.12 Headings. Section headings used herein are for convenience
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of reference only, are not part of this Agreement and are not to be taken into
consideration in interpreting this Agreement.

5.13 Severability. The provisions of this Agreement are
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severable, and if any clause or provision shall be held invalid, illegal or
unenforceable in whole or in part by a court of competent jurisdiction, then
such invalidity or unenforceability shall affect only such clause or provision,
or part thereof, and shall not affect any other clause or provision of this
Agreement which remaining portions shall be valid and enforceable.

5.14 Governing Law. This Agreement is, and shall be deemed to
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be, a contract entered into under and pursuant to the laws of the State of New
York and shall be in all respects governed, construed, applied and enforced in
accordance with the

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laws of the State of New York. No defense given or allowed by the laws of any
other state or country shall be interposed in any action or proceeding hereon
unless such defense is also given or allowed by the laws of the State of New
York.

5.15 Submission to Jurisdiction. AMD agrees to submit to
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personal jurisdiction in the State of New York in any action or proceeding
arising out of this Agreement and, in furtherance of such agreement, AMD hereby
agrees and consents that without limiting other methods of obtaining
jurisdiction, personal jurisdiction over AMD in any such action or proceeding
may be obtained within or without the jurisdiction of any court located in New
York and that any process or notice of motion or other application to any such
court in connection with any such action or proceeding may be served upon AMD by
registered or certified mail to or by personal service at the last known address
of AMD, whether such address be within or without the jurisdiction of any such
court.

IN WITNESS WHEREOF, the parties hereto intending to be legally bound
hereby, each have duly executed this Agreement as of the date first written
above.

AMD:
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ADVANCED MICRO DEVICES, INC.,
a Delaware corporation

By: /s/ Marvin D. Burkett
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Marvin D. Burkett, Senior Vice
President, Chief Financial and
Administrative Officer and
Treasurer


SCHRODER:
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IBJ SCHRODER BANK & TRUST COMPANY,
a New York banking corporation, as
Collateral Agent


By: /s/ Thomas J. Bogert
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Name: Thomas J. Bogert
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Title: Vice President
____________________

[SIGNATURES CONTINUED ON NEXT PAGE]

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ACKNOWLEDGED AND CONSENTED
to this 12th day of August, 1996

BANK AGENT:
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BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
Administrative Agent under the
Credit Agreement


By: /s/ Kevin McMahon
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Name: Kevin McMahon
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Title: Vice President
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INDENTURE TRUSTEE:
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UNITED STATES TRUST COMPANY OF
NEW YORK, as Trustee under the
Indenture


By: /s/ Albert J. Edwards
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Name: Albert J. Edwards
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Title: Vice President
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EXHIBIT A
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A. Acceptance Fee.
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AMD shall pay to Schroder on the Closing Date, a non-refundable
acceptance fee in the amount of $6,000.


B. Collateral Agent's Fee.
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AMD shall pay to Schroder on the Closing Date, and on each anniversary
of the Closing Date, a non-refundable fee in the amount of $7,500.


C. Activity Fee.
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AMD shall pay to Schroder within thirty (30) days of receipt of an
invoice from Schroder, the administrative and other fees reasonably charged by
Schroder for services rendered, including, but not limited to, the fees set
forth on page 2 of this Exhibit A.



EXHIBIT A PAGE 1 OF 2

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[LETTERHEAD OF IBJ SCHRODER APPEARS HERE]

COLLATERAL AGENCY ACTIVITY

FEE SCHEDULE

(To The Extent Applicable)

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