FORM OF NEXGEN PROXY

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NEXGEN, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR SPECIAL MEETING - JANUARY 16, 1996

The undersigned stockholder of NexGen, Inc., ("NexGen") acknowledges receipt of
the Notice of Special Meeting of Stockholders and Joint Proxy
Statement/Prospectus dated December 14, 1995 and the undersigned revokes all
prior proxies and appoints S. Atiq Raza and Anthony S. S. Chan, or each of
them, proxies for the undersigned to vote all shares of Common Stock of NexGen
which the undersigned would be entitled to vote with respect to the proposals
set forth below and in their or his discretion on all other matters that may
properly be presented for action at the Special Meeting of Stockholders to be
held at the Crown Sterling Suites, 901 East Calaveras Boulevard, Milpitas,
California, at 3:00 p.m. on January 16, 1996 and any postponement or
adjournment thereof, and instructs said proxies to vote as follows:

1. To approve and adopt the Agreement and Plan of Merger, dated as of October
20, 1995, among Advanced Micro Devices, Inc. ("AMD"), AMD Merger
Corporation, a wholly owned subsidiary of AMD, and NexGen, and the
transactions contemplated thereby.

[_]FOR [_]AGAINST [_]ABSTAIN

2. To approve an amendment to the 1995 Stock Plan of NexGen Inc. as described
in the Joint Proxy Statement/Prospectus.

[_]FOR [_]AGAINST [_]ABSTAIN

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(continued from reverse side)

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE. IF NO
SPECIFICATIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE APPROVAL AND ADOPTION
OF THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY AND FOR ITEM
2.

NEXGEN INC. BOARD OF DIRECTORS PROXY
Special Meeting of Stockholders January 16, 1996

Dated this day of ______, 199

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Signature of Stockholder


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Signature of Stockholder

Please sign exactly as your name
or names appear hereon. When
signing as attorney, executor,
administrator, trustee or
guardian, please give full title
as such. If shares are held
jointly, each holder should
sign.

PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD
PROMPTLY, USING THE ENCLOSED ENVELOPE.
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