STANDARD COMMON WARRANT AGENT PROVISIONS

STANDARD COMMON STOCK WARRANT AGENCY PROVISIONS


From time to time, Advanced Micro Devices, Inc., a Delaware corporation
(the "Company"), may enter into one or more warrant agreements that provide
for the issuance and sale of warrants ("Warrants") to purchase shares of
the Company's Common Stock, par value $0.01 per share (such shares are
hereinafter referred to as the "Shares" and, where appropriate, such term
shall also mean the other securities or property purchasable upon the
exercise of the Warrants upon the happening of certain events as provided for
herein, and such Common stock is hereinafter referred to as the "Stock").
The standard provisions set forth herein may be incorporated by reference
in any such warrant agreement (a "Warrant Agreement"). The Warrant
Agreement, including the provisions incorporated therein by reference, is
herein referred to as this "Agreement." The person named as the "Warrant
Agent" in the first paragraph of the Warrant Agreement is herein referred to
as the "Warrant Agent." Unless otherwise defined in this Agreement or in the
Warrant Agreement, as the case may be, terms defined in the Warrant
Agreement are used herein as therein defined and terms defined herein are
used in the Warrant Agreement as herein defined.

SECTION 1. Number of Warrants Unlimited; Issuable from Time to Time.
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The number of Warrants which may be issued and delivered under this
Agreement is unlimited.

There shall be established in or pursuant to a resolution of the Board of
Directors of the Company or of a duly authorized committee thereof or
established in one or more Warrant Agreements supplemental hereto, prior
to the issuance of any Warrants:

(1) the Designation of such Warrants,

(2) if the Warrants are issued together as a unit with any other
securities of the Company, the date after which the Warrants shall be
freely tradable separately from such other securities (the "Distribution
Date") and if the Company may at its option or under circumstances described
therein provide for an earlier Distribution Date,

(3) the Expiration Date pursuant to Section 6,

(4) the Exercise Price pursuant to Section 6,

(5) the Call Price, Call Date and Call Terms pursuant to Section 7,
if any,

(6) the limitations, if any, upon the Reduced Exercise Price and the
Reduced Exercise Price Period pursuant to Section 8,

(7) the circumstances, if any, under which the Exercise Price
and the number of Shares purchasable upon the exercise of each Warrant and
the number of Warrants outstanding are subject to adjustment and the manner
of making any such adjustment.

SECTION 2. Form of Warrant Certificates. The certificates evidencing
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the Warrants (the "Warrant Certificates") to be delivered pursuant to this
Agreement shall be in registered form only. The Warrant Certificates shall
be in substantially such form or forms as shall be established by the Company
from time to time pursuant to one or more resolutions of the Board of
Directors of the Company or of a duly authorized committee thereof or in
one or more Warrant Agreements supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Agreement, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with any law or with any rules made
pursuant thereto or with any rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Warrants,
as evidenced by their execution of the Warrants.

SECTION 3. Execution of Warrant Certificates. Warrant Certificates
------------------------------------
shall be signed on behalf of the Company by its Chairman of the Board of
Directors, its Chief Executive Officer, its President, a Vice President or its
Treasurer and attested by its Secretary or Assistant Secretary, under its
corporate seal. Each such signature upon the Warrant Certificates may be in
the form of a facsimile signature of the current or any future Chairman
of the Board, Chief Executive Officer, President, Vice President, Treasurer,
Secretary or Assistant Secretary and may be imprinted or otherwise reproduced on
the Warrant Certificates and for that purpose the Company may adopt and use
the facsimile signature of any person who shall have been Chairman of the
Board, Chief Executive Officer, President, Vice President, Treasurer,
Secretary of Assistant Secretary, notwithstanding the fact that at the time
the Warrant Certificates shall be countersigned and delivered or disposed of
such person shall have ceased to hold such office. The seal of the Company
may be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Warrant Certificates.

If any officer of the Company who shall have signed any of the Warrant
Certificates shall cease to be such officer before the Warrant Certificates
so signed shall have been countersigned by the Warrant Agent or disposed of by
the Company, such Warrant Certificates nevertheless may be countersigned and
delivered or disposed of as though such person had not ceased to be such
officer of the Company; and any Warrant Certificate may be signed on behalf of
the Company by any person who, at the actual date of the execution of such
Warrant Certificate, shall be a proper officer of the Company to sign such
Warrant Certificate, although at the date of the execution of this Agreement
any such person was not such officer.

SECTION 4. Registration and Countersignature. Warrant Certificates
-----------------------------------
shall be manually countersigned and dated the date of countersignature by the
Warrant Agent and shall not be valid for any purpose unless so countersigned.
The Warrants shall be numbered and shall be registered in a register (the
"Warrant Register") to be maintained by the Warrant Agent.

The Warrant Agent's countersignature on all Warrants shall be in
substantially the following form:

[NAME OF WARRANT AGENT]
as Warrant Agent



By ___________________________________________
Authorized Signatory

The Company and the Warrant Agent may deem and treat the registered
holder of a Warrant Certificate as the absolute owner thereof (notwithstanding
any notation of ownership or other writing thereon made by anyone), for the
purpose of any exercise thereof or any distribution to the holder thereof and
for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary.

SECTION 5. Registration of Transfers and Exchanges. The Warrant Agent
-----------------------------------------
shall from time to time register the transfer of any outstanding Warrant
Certificates in the Warrant Register, upon surrender of such Warrant
Certificates, duly endorsed, and accompanied by a written instrument or
instruments of transfer in form satisfactory to the Warrant Agent, duly
signed by the registered holder or holders thereof or by the duly
appointed legal representative thereof or by a duly authorized attorney, such
signature to be guaranteed by (a) a bank or trust company, (b) a broker or
dealer that is a member of the National Association of Securities
Dealers, Inc. (the "NASD") or (c) a member of a national securities
exchange. Upon any such registration of transfer, a new Warrant
Certificate shall be issued to the transferee.

Warrant Certificates may be exchanged at the option of the holder or
holders thereof, when surrendered to the Warrant Agent at its offices or
agency maintained for the purpose of exchanging, transferring and
exercising the Warrants (a "Warrant Agent Office") or at the offices of any
successor Warrant Agent as provided in Section 19 hereof, for another Warrant
Certificate or other Warrant Certificates of like tenor and representing in
the aggregate a like number of Warrants.


The Warrant Agent is hereby authorized to countersign, in accordance
with the provisions of this Section 5 and of Section 4, and deliver the new
Warrant Certificates required pursuant to the provisions of this Section, and
for the purpose of any distribution of Warrant Certificates contemplated by
Section 14.

SECTION 6. Duration and Exercise of Warrants. The Warrants shall expire
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on (a) the close of business on the date set forth pursuant to Section 1,
or (b) such later date as shall be determined in the sole discretion of
the Company, in a written statement to the Warrant Agent and with notice
to registered holders of Warrants in the manner provided for in Section 16
(such date of expiration being herein referred to as the "Expiration
Date"). On and after the Distribution Date, each Warrant may be exercised
on any business day on or prior to the close of business on the Expiration
Date. After the close of business on the Expiration Date, the Warrants will
become void and of no value.

Subject to the provisions of this Agreement, including Section 14,
the holder of each Warrant shall have the right to purchase from the Company
(and the Company shall issue and sell to such holder of a Warrant) one fully
paid and nonassessable Share at the price set forth pursuant to Section 1
(such price, as may be adjusted from time to time as provided in Section 14,
being the "Exercise Price") upon depositing with the Warrant Agent at a
Warrant Agent Office the Warrant Certificate evidencing such Warrant, with
the form of election to purchase on the reverse thereof duly completed and
signed by the registered holder or holders thereof or by the duly
appointed legal representative thereof or by a duly authorized attorney,
such signature to be guaranteed by a bank or trust company, by a broker or
dealer which is a member of the NASD or by a member of a national securities
exchange, and upon payment of the Exercise Price for the number of Shares in
respect of which such Warrants are being exercised. Payment of the
aggregate Exercise Price shall be made in lawful money of the United States of
America.

Subject to Section 10, upon such surrender of a Warrant Certificate
and payment of the Exercise Price, the Warrant Agent shall requisition from
the Company's Stock transfer agent (the "Transfer Agent") for issuance and
delivery to or upon the written order of the registered holder of
such Warrant Certificate and in such name or names as such registered holder
may designate, a certificate or certificates for the Share or Shares
issuable upon the exercise of the Warrant or Warrants evidenced by such
Warrant Certificate. Such certificate or certificates shall be deemed to
have been issued and any person so designated to be named therein shall be
deemed to have become the holder of record of such Share or Shares as of the
date of the surrender of such Warrant Certificate duly executed and
payment of the Exercise Price. The Warrants evidenced by a Warrant
Certificate shall be exercisable, at the election of the registered holder
thereof, either as an entirety or from time to time for a portion of the
number of Warrants specified in the Warrant Certificate. If less than all of


the Warrants evidenced by a Warrant Certificate surrendered upon the
exercise of Warrants are exercised at any time prior to the date of
expiration for the Warrants, a new Warrant Certificate or Certificates
shall be issued for the remaining number of Warrants evidenced by the Warrant
Certificate so surrendered, and the Warrant Agent is hereby authorized to
countersign the required new Warrant Certificate or Certificates pursuant
to the provisions of Section 5 and this Section 6.

The Warrant Agent shall account promptly to the Company with respect to
Warrants exercised and concurrently pay or deliver to the Company all moneys
received by it on the purchase of Shares through the exercise of Warrants.

SECTION 7. Call of Warrants by the Company. The Company shall have the
---------------------------------
right to call and repurchase any or all Warrants at the price (the "Call
Price") and on or after the date (the "Call Date") and upon the terms (the
"Call Terms") as shall be set forth pursuant to Section 1. Notice of such
Call Price, Call Date and Call Terms shall be given to registered holders
of Warrants in the manner provided in Section 16.

SECTION 8. Optional Reduction of Exercise Price. Subject to the limits, if
-------------------------------------
any, set forth pursuant to Section 1, the Company shall have the right, at
any time or from time to time, voluntarily to reduce the then current
Exercise Price to such amount (the "Reduced Exercise Price") and for such
period or periods of time, which may be through the close of business on the
Expiration Date (the "Reduced Exercise Price Period") as may be deemed
appropriate by the Company. Notice of any such Reduced Exercise Price and
Reduced Exercise Price Period shall be given to registered holders of
Warrants in the manner provided in Section 16. After the termination of the
Reduced Exercise Price Period, the Exercise Price shall be such Exercise
Price that would have been in effect, as adjusted pursuant to the provisions of
Section 14, had there been no reduction in the Exercise Price pursuant to the
provisions of this Section 8. No reduction of the then current Exercise
Price pursuant to the provisions of this Section 8 shall be deemed for the
purposes of Section 14 hereof to alter or adjust the Exercise Price.

SECTION 9. Cancellation of Warrants. If the Company shall purchase or
-------------------------
otherwise acquire Warrants, the Warrant Certificate representing such Warrants
shall thereupon be delivered to the Warrant Agent and be canceled by it and
retired. The Warrant Agent shall cancel all Warrant Certificates
surrendered for exchange, substitution, transfer or exercise in whole or in
part. Such canceled Warrant Certificates shall thereafter be disposed of in a
manner satisfactory to the Company.

SECTION 10. Payment of Taxes. The Company will pay all documentary
-----------------
stamp taxes attributable to the initial issuance of Warrants and of Shares
upon the exercise of Warrants; provided that the Company shall not be
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required to pay any tax or taxes which may be payable in respect of any
transfer involved in the issue of any Warrant Certificates or any certificates
for Shares in a name other than the registered holder of a Warrant
Certificate surrendered upon the exercise of a Warrant, and the Company
shall not be required to issue or deliver such certificates unless or
until the person or persons requesting the issuance thereof shall have paid to
the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.

SECTION 11. Mutilated or Missing Warrant Certificates. If any of the
-------------------------------------------
Warrant Certificates shall be mutilated, lost, stolen or destroyed, the
Company may in its discretion issue, and the Warrant Agent shall countersign
and deliver, in exchange and substitution for and upon cancellation of the
mutilated Warrant Certificate, or in lieu of and substitution for the
Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate of
like tenor and representing an equivalent number of Warrants, but only upon
receipt of evidence satisfactory to the Company and the Warrant Agent of such
loss, theft or destruction of such Warrant Certificate and indemnity or
bond, if requested, also satisfactory to them. Applicants for such
substitute Warrant Certificates shall also comply with such other
reasonable regulations and pay such other reasonable charges as the Company or
the Warrant Agent may prescribe.

SECTION 12. Reservation of Shares. For the purpose of enabling it
-----------------------
to satisfy any obligation to issue Shares upon exercise of Warrants, the
Company will at all times through the close of business on the Expiration
Date, reserve and keep available, free from preemptive rights and out of its
aggregate authorized but unissued or treasury shares of Stock, the number of
Shares deliverable upon the exercise of all outstanding Warrants, and
the Transfer Agent for such Stock is hereby irrevocably authorized and
directed at all times to reserve such number of authorized and unissued or
treasury shares of Common Stock as shall be required for such purpose. The
Company will keep a copy of this Agreement on file with such Transfer Agent
and with every transfer agent for any shares of the Company's capital stock
issuable upon the exercise of Warrants pursuant to Section 14. The Warrant
Agent is hereby irrevocably authorized to requisition from time to time from
such Transfer Agent stock certificates issuable upon exercise of outstanding
Warrants, and the Company will supply such Transfer Agent with duly executed
stock certificates for such purpose.


Before taking any action that would cause an adjustment pursuant to
Section 14 reducing the Exercise Price below the then par value (if any) of the
Shares issuable upon exercise of the Warrants, the Company will take any
corporate action that may, in the opinion of its counsel, be necessary in
order that the Company may validly and legally issue fully paid
and nonassessable Shares at the Exercise Price as so adjusted.

The Company covenants that all Shares issued upon exercise of the
Warrants will, upon issuance in accordance ith the terms of this Agreement,
be fully paid and nonassessable and free from all taxes, liens, charges and
security interests created by or imposed upon the Company with respect to the
issuance and holding thereof.

SECTION 13. Obtaining of Governmental Approvals and Stock Listings.
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So long as any Warrants remain outstanding, the Company will take all
necessary steps (a) to obtain and keep effective any and all permits,
consents and approvals of governmental agencies and authorities and to make
filings under federal and state securities acts and laws, which may be or
become requisite in connection with the issuance, sale, transfer and delivery
of the Warrant Certificates, the exercise of the Warrants and the issuance,
sale, transfer and delivery of the Shares issued upon exercise of Warrants,
and (b) to have the shares of Stock, immediately upon their issuance upon
exercise of Warrants, (i) listed on each national securities exchange on
which the Stock is then listed or (ii) if the Stock is not then listed on any
national securities exchange, listed for quotation on the NASD Automated
Quotations System ("NASDAQ") National Market System ("NASDAQ/NMS") or such
other over-the-counter quotation system on which the Stock may then be listed.

SECTION 14. Adjustment of Exercise Price and Number of Shares
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Purchasable or Number of Warrants. Except as may be otherwise provided in
- ------------------------------------
accordance with Section 1, the Exercise Price, the number of Shares
purchasable upon the exercise of each Warrant and the number of Warrants
outstanding are subject to adjustment from time to time upon the occurrence
of the events enumerated in this Section 14.

(a) If the Company shall (i) pay a dividend on its capital stock
(including Stock) in shares of Stock, (ii) subdivide its outstanding
shares of Stock, (iii) combine its outstanding shares of Stock into a
smaller number of shares of Stock or (iv) issue any shares of its capital
stock in a reclassification of the Stock (including any such reclas-
sification in connection with a consolidation or merger in which the
Company is the continuing corporation), the number of Shares purchasable
upon exercise of each Warrant immediately prior thereto shall be
adjusted so that the holder of each Warrant shall be entitled to receive
the kind and number of Shares or other securities of the Company which
such holder would have owned or have been entitled to receive after the


happening of any of the events described above, had such Warrant been
exercised immediately prior to the happening of such event or any record
date with respect thereto. An adjustment made pursuant to this paragraph
(a) shall become effective immediately after the effective date of such
event retroactive to the record date, if any, for such event.

(b) In the event of any capital reorganization or any
reclassification of the Stock (except as provided in paragraph (a)
above or paragraph (h) below), any holder of Warrants upon exercise
thereof shall be entitled to receive, in lieu of the Stock to which he
would have become entitled upon exercise immediately prior to such
reorganization or reclassification, the shares (of any class or classes)
or other securities or property of the Company that he would have been
entitled to receive at the same aggregate Exercise Price upon such
reorganization or reclassification if his Warrants had been exercised
immediately prior thereto; and in any such case, appropriate provision
(as determined in good faith by the Board of Directors of the Company
or a duly authorized committee thereof, whose determination shall be
conclusive and shall be evidenced by a resolution filed with the Warrant
Agent) shall be made for the application of this Section 14 with respect
to the rights and interests thereafter of the holders of Warrants
(including the allocation of the adjusted Exercise Price between or
among shares of classes of capital stock), to the end that this Section
14 (including the adjustments of the number of shares of Stock or
other securities purchasable and the Exercise Price thereof) shall
thereafter be reflected, as nearly as reasonably practicable, in
all subsequent exercises of the Warrants for any shares or securities
or other property thereafter deliverable upon the exercise of Warrants.

(c) Except for adjustments required by paragraph (h) hereof, no
adjustment in the number of Shares purchasable hereunder shall be
required unless such adjustment would require an increase or decrease of
at least one percent (1%) in the number of Shares purchasable upon the
exercise of each Warrant; provided, however, that any adjustments which by
reason of this paragraph (c) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment.
All calculations shall be made to the nearest cent and to the nearest
one-hundredth of a Share, as the case may be.

(d) Whenever the number of Shares purchasable upon the exercise of
each Warrant is adjusted as herein provided (whether or not the
Company then or thereafter elects to issue additional Warrants in
substitution for an adjustment in the number of Shares as provided in
paragraph (f)), the Exercise Price payable upon exercise of each Warrant
shall be adjusted by multiplying such Exercise Price immediately prior to
such adjustment by a fraction, the numerator of which shall be the
number of Shares purchasable upon the exercise of each Warrant
immediately prior to such adjustment, and the denominator of which
shall be the number of Shares so purchasable immediately thereafter.


(e) For the purpose of this Section 14, the term "shares of
Stock" shall mean (i) the Common Stock of the Company or (ii) any
other class of stock resulting from successive changes or
reclassification of such shares consisting solely of changes in par
value, of from par value to no par value, or from no par value to par
value. If at any time, as a result of an adjustment made pursuant to
paragraph (a) or (b) above, the holders of Warrants shall become
entitled to purchase any shares of the Company other than shares of
Stock, thereafter the number of such other shares so purchasable upon
exercise of each Warrant and the Exercise Price of such shares shall be
subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the
Shares contained in paragraphs (a) through (d), inclusive, above,
and the provisions of Section 6, 10, 12, 13(a) and 16, with respect to
the Shares, shall apply on like terms to any such other shares.

(f) The Company may elect, on or after the date of any adjustment
required by paragraphs (a) through (b) of this Section 14, to adjust the
number of Warrants in substitution for an adjustment in the number of
Shares purchasable upon the exercise of a Warrant. Each of the Warrants
outstanding after such adjustment of the number of Warrants shall be
exercisable for the same number of Shares as immediately prior to such
adjustment. Each Warrant held of record prior to such adjustment of the
number of Warrants shall become that number of Warrants (calculated
to the nearest hundredth) obtained by dividing the Exercise Price in
effect prior to adjustment of the Exercise Price by the Exercise Price
in effect after adjustment of the Exercise Price. The Company shall
notify the holders of Warrants in the same manner as provided in the
first paragraph of Section 16, of its election to adjust the number of
Warrants, indicating the record date for the adjustment, and, if known
at the time, the amount of the adjustment to be made. This record date
may be the date on which the Exercise Price is adjusted or any day
thereafter. Upon each adjustment of the number of Warrants pursuant to
this paragraph (f) the Company shall, as promptly as practicable, cause
to be distributed to holders of record of Warrants on such record date
Warrant Certificates evidencing, subject to Section 15, the
additional Warrants to which such holders shall be entitled as a result
of such adjustment, or, at the option of the Company, shall cause to be
distributed to such holders of record in substitution and replacement
for the Warrant Certificates held by such holders prior to the date
of adjustment, and upon surrender thereof, if required by the Company,
new Warrant Certificates evidencing all the Warrants to be issued,
executed and registered in the manner specified in Sections 4 and 5 (and
which may bear, at the option of the Company, the adjusted Exercise
Price) and shall be registered in the names of the holders of record of
Warrant Certificates on the record date specified in the notice.

(g) Except as provided in paragraph (a) of this Section 14,
no adjustment in respect of any dividends shall be made during the terms
of a Warrant or upon the exercise of a Warrant.

(h) In case of any consolidation of the Company with or merger of
the Company into another corporation or in case of any sale or conveyance
to another corporation of the property of the Company as an entirety or
substantially as an entirety, the Company or such successor or
purchasing corporation, as the case may be, shall execute with the
Warrant Agent an agreement that each holder of a Warrant shall have the
right thereafter upon payment of the Exercise Price in effect immediately
prior to such action to purchase upon exercise of each Warrant the kind
and amount of shares and other securities and property which he would have
owned or have been entitled to receive after the happening of such
consolidation, merger, sale or conveyance had such Warrant been
exercised immediately prior to such action. The Company shall mail
by first class mail, postage prepaid, to each holder of a Warrant, notice
of the execution of any such agreement. Such agreement shall
provide for adjustments, which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 14.
The provisions of this paragraph (h) shall similarly apply to
successive consolidations, mergers, sales or conveyances. The Warrant
Agent shall be under no duty or responsibility to determine the
correctness of any provisions contained in any such agreement relating
either to the kind or amount of shares of stock or other securities or
property receivable upon exercise of Warrants or with respect to the
method employed and provided therein for any adjustments and shall be
entitled to rely upon the provisions contained in any such agreement.

(i) Irrespective of any adjustments in the Exercise Price or the
number or kind of shares purchasable upon the exercise of the Warrants,
Warrants theretofore or thereafter issued may continue to express the same
price and number and kind of shares as are stated in the Warrants
initially issuable pursuant to this Agreement.

SECTION 15. Fractional Warrants and Fractional Shares.
-----------------------------------------

(a) The Company shall not be required to issue fractions of
Warrants on any distribution of Warrants to holders of Warrant
Certificates pursuant to Section 14(f) or to distribute Warrant
Certificates that evidence fractional Warrants. In lieu of such
fractional Warrants there shall be paid to the registered holders
of the Warrant Certificates with regard to which such fractional
Warrants would otherwise be issuable, an amount in cash equal to the same
fraction of the current market value of a full Warrant. For purposes of
this Section 15(a), the current market value of a Warrant shall be the


closing price of one Warrant (as determined pursuant to paragraph (c)
below) for the trading day immediately prior to the date on which such
fractional Warrant would have been otherwise issuable.

(b) Notwithstanding any adjustment to Section 14 in the number of
Shares purchasable upon the exercise of a Warrant, the Company shall
not be required to issue fractions of Shares upon exercise of the
Warrants or to distribute certificates which evidence fractional
Shares. In lieu of fractional Shares, there shall be paid to the
registered holders of Warrant Certificates at the time such Warrant
Certificates are exercised as herein provided an amount in cash equal
to the same fraction of the current market value of a share of Stock.
For purposes of this Section 15(b), the current market value of a share
of Stock shall be the closing price of a share of Stock (as
determined pursuant to paragraph (c) below) for the trading day
immediately prior to the date of such exercise.

(c) The closing price for each day shall be the last sale price,
regular way, or, if no such sale takes place on such day, the average of
the closing bid and asked prices, regular way, for such day, in either
case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the
New York Stock Exchange or, if the Warrants or Stock, as the case may be,
is not listed or admitted to trading on such exchange, as reported
on the principal consolidated transaction reporting system with
respect to securities listed on the principal national securities
exchange on which the Warrants or Stock, respectively, is listed or
admitted to trading, or if the Warrants or Stock, as the case may be,
is not listed or admitted to trading on any national securities
exchange, as reported on NASDAQ/NMS or, if the Warrants or Stock, as the
case may be, is not listed or admitted to trading on NASDAQ/NMS, as
reported on NASDAQ.

SECTION 16. Notices to Warrantholders. Upon any adjustment of the
--------------------------
number of Shares purchasable upon exercise of each Warrant, the Exercise
Price or the number of Warrants outstanding pursuant to Section 14, the Company
within twenty (20) calendar days thereafter shall (i) cause to be filed
with the Warrant Agent a certificate of a firm of independent public
accountants of recognized standing selected by the Company (who may be the
regular auditors of the Company) setting forth the Exercise Price and either the
number of Shares purchasable upon exercise of each Warrant or the additional
number of Warrants to be issued for each previously outstanding Warrant, as
the case may be, after such adjustment and setting forth in reasonable detail
the method of calculation and the facts upon which such adjustment was made,
which certificate shall be conclusive evidence of the correctness of the matters
set forth therein, and (iii) cause to be given to each of the registered


holders of the Warrant Certificates at such holder's address appearing on the
Warrant Register written notice of such adjustments by first class mail,
postage prepaid. Where appropriate, such notice may be given in advance
and included as a part of the notice required to be mailed under the other
provisions of this Section 16.

Pursuant to Sections 1, 6, 7 and 8, the Company shall cause written
notice of such later Distribution Date, such later Expiration Date, such
Call Price, Call Date and Call Terms and such Reduced Exercise Price and
Reduced Exercise Price Period, as the case may be, to be given as soon as
practicable to the Warrant Agent and to each of the registered holders of
the Warrant Certificates by first class mail, postage prepaid, at such
holder's address appearing on the Warrant Register. In addition to the
written notice referred to in the preceding sentence, the Company shall make
a public announcement in a daily morning newspaper of general circulation in
New York City and in San Francisco of such earlier Distribution Date, such
later Expiration Date, such Call Price, Call Date and Call Terms and such
Reduced Exercise Price and Reduced Exercise Price Period, as the case may be,
at least once a week for two successive weeks prior to the implementation of
such terms.

If:

(a) The Company shall declare any dividend payable in any
securities upon its shares of Stock or make any distribution (other
than a cash dividend) to the holders of its shares of Stock, or

(b) the Company shall offer to the holders of its shares of
Stock any additional shares of Stock or securities convertible into shares
of Stock or any right to subscribe thereto, or

(c) there shall be a dissolution, liquidation or winding up of
the Company (other than in connection with a consolidation, merger or
sale of all or substantially all of its property, assets and business as an
entirety),

then the Company shall (i) cause written notice of such event to be filed with
the Warrant Agent and shall cause written notice of such event to be given to
each of the registered holders of the Warrant Certificates at such holder's
address appearing on the Warrant Register, by first class mail, postage
prepaid, and (ii) make a public announcement in a daily newspaper of
general circulation in New York City and in San Francisco of such event, such
giving of notice and publication to be completed at least ten (10) calendar
days (or twenty (20) calendar days in any case specified in clause (c) above)
prior to the date fixed as a record date or the date of closing the
transfer books for the determination of the stockholders entitled to such


dividend, distribution or subscription rights, or for the determination of
stockholders entitled to vote on such proposed dissolution, liquidation or
winding up. Such notice shall specify such record date or the date of closing
the transfer books, as the case may be. The failure to give the notice
required by this Section 16 or any defect therein shall not affect the
legality or validity of any distribution, right, warrant, dissolution,
liquidation or winding up or the vote upon or any other action taken in
connection therewith.

SECTION 17. Merger, Consolidation or Change of Name of Warrant
-----------------------------------------------------
Agent. Any corporation into which the Warrant Agent may be merged or converted
- ------
or with which it may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which the Warrant Agent shall be
a party, or any corporation succeeding to the corporate trust business of
the Warrant Agent, shall be the successor to the Warrant Agent hereunder
without the execution or filing of any paper or any further act on the part
of any of the parties hereto, provided that such corporation would be
eligible for appointment as a successor Warrant Agent under the provisions of
Section 19. If at the time such successor to the Warrant Agent shall
succeed under this Agreement, any of the Warrant Certificates shall have been
countersigned but not delivered, any such successor to the Warrant Agent may
adopt the countersignature of the original Warrant Agent; and if at
that time any of the Warrant Certificates shall not have been
countersigned, any successor to the Warrant Agent may countersign such
Warrant Certificates either in the name of the predecessor Warrant Agent or
in the name of the successor Warrant Agent; and in all such cases such
Warrant Certificates shall have the full force provided in the Warrant
Certificates and in this Agreement.

If at any time the name of the Warrant Agent shall be changed and
at such time any of the Warrant Certificates shall have been countersigned
but not delivered, the Warrant Agent whose name has changed may adopt the
countersignature under its prior name; and if at that time any of the Warrant
Certificates shall not have been countersigned, the Warrant Agent may
countersign such Warrant Certificates either in its prior name or in its
changed name; and in all such cases such Warrant Certificates shall
have the full force provided in the Warrant Certificates and in this
Agreement.

SECTION 18. Warrant Agent. The Warrant Agent undertakes the duties
---------------
and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Warrants, by
their acceptance thereof, shall be bound:


(a) The statements contained herein and in the Warrant Certificates
shall be taken as statements of the Company, and the Warrant Agent
assumes no responsibility for the correctness of any of the same except
such as describe the Warrant Agent or action taken or to be taken by it.
Except as herein otherwise provided, the Warrant Agent assumes no
responsibility with respect to the execution, delivery or distribution
of the Warrant Certificates.

(b) The Warrant Agent shall not be responsible for any failure of the
Company to comply with any of the covenants contained in this Agreement
or in the Warrant Certificates to be complied with by the Company nor
shall it at any time be under any duty or responsibility to any holder
of a Warrant to make or cause to be made any adjustment in the Exercise
Price or in the number of Shares issuable upon exercise of any
Warrant (except as instructed by the Company), or to determine
whether any facts exist which may require any such adjustments, or with
respect to the nature or extent of or method employed in making
any such adjustments when made.

(c) The Warrant Agent may consult at any time with counsel
satisfactory to it (who may be counsel for the Company) and the
Warrant Agent shall incur no liability or responsibility to the Company
or any holder of any Warrant Certificate in respect of any action
taken, suffered or omitted by it hereunder in good faith and in accordance
with the opinion or the advice of such counsel.

(d) The Warrant Agent shall incur no liability or responsibility
to the Company or to any holder of any Warrant Certificate for any
action taken in reliance on any notice, resolution, waiver, consent,
order, certificate or other paper, document or instrument believed by
it to be genuine and to have been signed, sent or presented by the
proper party or parties.

(e) The Company agrees to pay to the Warrant Agent reasonable
compensation for all services rendered by the Warrant Agent under this
Agreement, to reimburse the Warrant Agent upon demand for all expenses,
taxes and governmental charges and other charges of any kind and nature
incurred by the Warrant Agent in the performance of its duties under
this Agreement and to indemnify the Warrant Agent and save it harmless
against any and all losses, liabilities and expenses, including
judgments, costs and reasonable counsel fees, for anything done or
omitted by the Warrant Agent arising out of or in connection with this
Agreement except as a result of its negligence or bad faith.



(f) The Warrant Agent shall be under no obligation to institute any
action, suit or legal proceeding or to take any other action likely
to involve expense unless the Company or one or more registered
holders of Warrant Certificates shall furnish the Warrant Agent with
reasonable security and indemnity for any costs or expenses which may be
incurred. All rights of action under this Agreement or under any of the
Warrants may be enforced by the Warrant Agent without the possession
of any of the Warrant Certificates or the production thereof at any
trial or other proceeding relative thereto, and any such action, suit or
proceeding instituted by the Warrant Agent shall be brought in its name as
Warrant Agent, and any recovery or judgment shall be for the ratable
benefit of the registered holders of the Warrants, as their respective
rights or interests may appear.

(g) The Warrant Agent, and any stockholder, director, officer or
employee thereof, may buy, sell or deal in any of the Warrants or other
securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or
lend money to the Company or otherwise act as fully and freely as though
they were not the Warrant Agent under this Agreement, or a stockholder,
director, officer or employee of the Warrant Agent, as the case may
be. Nothing herein shall preclude the Warrant Agent from acting in any
other capacity for the Company or for any other legal entity.

(h) The Warrant Agent shall act hereunder solely as agent for the
Company, and its duties shall be determined solely by the provisions
hereof. The Warrant Agent shall not be liable for anything which it may
do or refrain from doing in connection with this Agreement except for
its own negligence or bad faith.

(i) The Company agrees that it will perform, execute, acknowledge
and deliver or cause to be performed, executed, acknowledged and delivered
all such further and other acts, instruments and assurances as may
reasonably be required by the Warrant Agent for the carrying out or
performing of the provisions of this Agreement.

(j) The Warrant Agent shall not be under any responsibility
in respect of the validity of this Agreement or the execution and
delivery hereof (except the due execution hereof by the Warrant Agent)
or in respect of the validity or execution of any Warrant Certificate
(except its countersignature thereof), nor shall the Warrant Agent by
any act hereunder be deemed to make any representation or warranty as
to the authorization or reservation of the Shares to be issued
pursuant to this Agreement or any Warrant Certificate or as to
whether the Shares will when issued be validly issued, fully paid and
nonassessable or as to the Exercise Price or the number of Shares issuable
upon exercise of any Warrant.


(k) The Warrant Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties
hereunder from the Chairman of the Board, the Chief Executive Officer, the
President, any Vice President, the Treasurer, the Secretary or any
Assistant Secretary of the Company, and to apply to such officers for
advice or instructions in connection with its duties, and shall not be
liable for any action taken or suffered to be taken by it in good faith
in accordance with instructions of any such officer or in good faith
reliance upon any statement signed by any one of such officers of the
Company with respect to any fact or matter (unless other evidence in
respect thereof is herein specifically prescribed) which may be deemed to
be conclusively proved and established by such signed statement.

SECTION 19. Change of Warrant Agent. If the Warrant Agent shall resign
------------------------
(such resignation to become effective not earlier than sixty (60) days after
the giving of written notice thereof to the Company and the registered
holders of Warrant Certificates) or shall become incapable of acting as
Warrant Agent or if the Board of Directors of the Company or a duly
authorized committee thereof shall by resolution remove the Warrant Agent
(such removal to become effective not earlier than thirty (30) days after the
filing of a certified copy of such resolution with the Warrant Agent and
the giving of written notice of such removal to the registered holders of
Warrant Certificates), the Company shall appoint a successor to the
Warrant Agent. If the Company shall fail to make such appointment
within a period of thirty (30) days after such removal or after it has
been so notified in writing of such resignation or incapacity by the
Warrant Agent or by the registered holder of a Warrant Certificate (in
the case of incapacity), then the registered holder of any Warrant
Certificate may apply to any court of competent jurisdiction for the
appointment of a successor to the Warrant Agent. Pending appointment of a
successor to the Warrant Agent, either by the Company or by such a court, the
duties of the Warrant Agent shall be carried out by the Company. Any
successor Warrant Agent, whether appointed by the Company or by such a court,
shall be a bank or trust company, in good standing, incorporated under the
laws of any state or of the United States of America. As soon as practicable
after appointment of the successor Warrant Agent, the Company shall cause
written notice of the change in the Warrant Agent to be given to each of
the registered holders of the Warrant Certificates at such holder's address
appearing on the Warrant Register. After appointment, the successor Warrant
Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Warrant Agent without
further act or deed. The former Warrant Agent shall deliver and transfer
to the successor Warrant Agent any property at the time held by it
hereunder and execute and deliver, at the expense of the Company, any
further assurance, conveyance, act or deed necessary for the purpose.
Failure to give any notice provided for in this Section 19 or any defect
therein, shall not affect the legality or validity of the removal of the
Warrant Agent or the appointment of a successor Warrant Agent, as the case may
be.


SECTION 20. Warrantholder Not Deemed a Stockholder. Nothing
-------------------------------------------
contained in this Agreement or in any of the Warrant Certificates shall be
construed as conferring upon the holders thereof the right to vote or to
receive dividends or to consent to or receive notice as stockholders in
respect of the meetings of stockholders or for the election of directors of
the Company or any other matter, or any rights whatsoever as stockholders of
the Company.

SECTION 21. Delivery of Prospectus. If the Company is required
------------------------
under applicable federal or state securities laws to deliver a prospectus
upon exercise of Warrants, the Company will furnish to the Warrant Agent
sufficient copies of a prospectus, and the Warrant Agent agrees that upon
the exercise of any Warrant Certificate by the holder thereof, the Warrant
Agent will deliver to such holder, prior to or concurrently with the
delivery of the certificate or certificates for the Shares issued upon such
exercise, a copy of the prospectus.

SECTION 22. Notices to Company and Warrant Agent. Any notice or
---------------------------------------
demand authorized by this Agreement to be given or made by the Warrant Agent or
by any registered holder of any Warrant Certificate to or on the Company shall
be sufficiently given or made if sent by mail, first class or registered,
postage prepaid, addressed (until another address is filed in writing by
the Company with the Warrant Agent), as follows:

Advanced Micro Devices, Inc.
One AMD Place
P.O. Box 3453
Sunnyvale, CA 94088-3453
Attention: Secretary

If the Company shall fail to maintain such office or agency or shall fail
to give such notice of any change in the location thereof, presentation may be
made and notices and demands may be served at the principal office of the
Warrant Agent.

Any notice pursuant to this Agreement to be given by the Company or by
any registered holder of any Warrant Certificate to the Warrant Agent shall be
sufficiently given if sent by mail, first class or registered, postage
prepaid, addressed (until another address is filed in writing by the Warrant
Agent with the Company) to the Warrant Agent at the address set forth in the
Warrant Agreement.

SECTION 23. Supplements and Amendments. The Company and the Warrant
----------------------------
Agent may from time to time supplement or amend this Agreement without the
approval of any holders of Warrant Certificates in order to
designate Warrants pursuant to Section 1, to cure any ambiguity, manifest
error or other mistake in this Agreement, or to correct or supplement any
provision contained herein that may be defective or inconsistent with any
other provision herein, or to make any other provisions in regard to matters or
questions arising hereunder that the Company and the Warrant Agent may deem
necessary or desirable and that shall not adversely affect, alter or change
the interests of the holders of the Warrant Certificates.

SECTION 24. Successors. All the covenants and provisions of this
-----------
Agreement by or for the benefit of the Company or the Warrant Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.

SECTION 25. Termination. This Agreement shall terminate at the close of
------------
business on the Expiration Date. Notwithstanding the foregoing, this
Agreement will terminate on any earlier date when all Warrants have been
exercised. The provisions of Section 18 shall survive such termination.

SECTION 26. Governing Law. This Agreement and each Warrant Certificate
--------------
issued hereunder shall be deemed to be a contract made under the laws of
the State of California and for all purposes shall be construed in
accordance with the laws of such State.

SECTION 27. Benefits of this Agreement. Nothing in this Agreement
----------------------------
shall be construed to give to any person or corporation other than the
Company, the Warrant Agent and the registered holders of the Warrant
Certificates any legal or equitable right, remedy or claim under this Agreement,
and this Agreement shall be for the sole and exclusive benefit of the
Company, the Warrant Agent and the registered holders of the Warrant
Certificates.

SECTION 28. Counterparts. This Agreement may be executed in any number
-------------
of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and such counterparts shall together
constitute but one and the same instrument.

SECTION 29. Headings. The headings of sections of this Agreement have
---------
been inserted for convenience of reference only, are not to be considered a
part hereof and shall in no way modify or restrict any of the terms or
provisions hereof.

--End of Standard Common Stock Warrant Provisions--


GENBUS\WTM\32636\0200\WARNT1-2.AGT 4456sn

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