2000 STOCK INCENTIVE PLAN

Exhibit 99.1

ADVANCED MICRO DEVICES, INC.
2000 STOCK INCENTIVE PLAN

As adopted October 19, 2000

1. PURPOSE

The purpose of this Plan is to encourage key personnel and advisors
whose long-term service is considered essential to the Company's continued
progress, to remain in the service of the Company or its Affiliates. By means of
the Plan, the Company also seeks to attract new key employees and advisors whose
future services are necessary for the continued improvement of operations. The
Company intends future increases in the value of securities granted under this
Plan to form part of the compensation for services to be rendered by such
persons in the future. It is intended that this purpose will be affected through
the granting of Options.

2. DEFINITIONS

The terms defined in this Section 2 shall have the respective meanings
set forth herein, unless the context otherwise requires.

(a) "Affiliate" The term "Affiliate" shall mean any corporation,
partnership, joint venture or other entity in which the Company holds an equity,
profits or voting interest of thirty percent (30%) or more.

(b) "Board" The term "Board" shall mean the Company's Board of Directors
or its delegate as set forth in Section 3(d) below.

(c) "Change of Control" Unless otherwise defined in a Participant's
employment agreement, the term "Change of Control" shall be deemed to mean any
of the following events: (i) any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company (not including in the securities beneficially owned by
such person any securities acquired directly from the Company or any of its
Affiliates) representing more than 20% of either the then outstanding shares of
the Common Stock of the Company or the combined voting power of the Company's
then outstanding voting securities; (ii) during any period of two consecutive
years, individuals who at the beginning of such period constituted the Board and
any new director (other than a director designated by a person who has entered
into an agreement or arrangement with the Company to effect a transaction
described in clause (i) or (ii) of this sentence) whose appointment, election,
or nomination for election by the Company's stockholders, was approved by a vote
of at least two-thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or whose appointment, election or
nomination for election was previously so approved, cease for any reason to
constitute a majority of the Board; or (iii) there is consummated a merger or
consolidation of the Company or subsidiary thereof with or into any other
corporation, other than a merger or consolidation which would result in the
holders of the voting securities of the Company outstanding immediately prior
thereto holding securities which represent immediately after such merger or
consolidation more than 50% of the combined voting power of the voting
securities of either the Company or the other entity which survives such merger
or consolidation or the parent of the entity which survives such merger or
consolidation; or (iv) the stockholders of the Company approve a plan of
complete liquidation of the Company or there is consummated the sale or
disposition by the Company of all or substantially all of the Company's assets,
other than a sale or disposition by the Company of all or substantially all of
the Company's assets to an entity, at least 80% of the combined voting power of
the voting securities of which are owned by persons in substantially the same
proportions as their ownership of the Company immediately prior to such sale.
Notwithstanding the foregoing (i) unless otherwise provided in a Participant's
employment agreement, no "Change of Control" shall be deemed to have occurred if
there is consummated any transaction or series of integrated transactions
immediately following which the record holders of the Common Stock of the
Company immediately prior to such transaction or series of transactions continue
to have substantially the same proportionate ownership in an entity which owns
all or substantially all of the assets of the Company immediately prior to such
transaction or series of transactions and

(ii) unless otherwise provided in a Participant's employment agreement, "Change
of Control" shall exclude the acquisition of securities representing more than
20% of either the then outstanding shares of the Common Stock of the Company or
the combined voting power of the Company's then outstanding voting securities by
the Company or any of its wholly owned subsidiaries, or any trustee or other
fiduciary holding securities of the Company under an employee benefit plan now
or hereafter established by the Company.

(d) "Code" The term "Code" shall mean the Internal Revenue Code of 1986,
as amended to date and as it may be amended from time to time.

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

(f) "Constructive Termination" The term "Constructive Termination" shall
mean a resignation by a Participant who has been elected by the Board as a
corporate officer of the Company due to diminution or adverse change in the
circumstances of such Participant's employment with the Company, as determined
in good faith by the Participant; including, without limitation, reporting
relationships, job description, duties, responsibilities, compensation,
perquisites, office or location of employment. Constructive Termination shall be
communicated by written notice to the Company, and such termination shall be
deemed to occur on the date such notice is delivered to the Company.

(g) "Fair Market Value per Share" The term "Fair Market Value per Share"
shall mean as of any day (i) the closing price for Shares on the New York Stock
Exchange as reported in The Wall Street Journal on the day as of which such
determination is being made or, if there was no sale of Shares reported in The
Wall Street Journal on such day, on the most recently preceding day on which
there was such a sale, or (ii) if the Shares are not listed or admitted to
trading on the New York Stock Exchange on the day as of which the determination
is made, the amount determined by the Board or its delegate to be the fair
market value of a Share on such day.

(h) "Insider" The term "Insider" means an officer or director of the
Company or any other person whose transactions in the Company's Common Stock are
subject to Section 16 of the Exchange Act.

(i) "Option" The term "Option" shall mean a nonstatutory stock option
granted under this Plan.

(j) "Participant" The term "Participant" shall mean any person who holds
an Option granted under this Plan.

(k) "Plan" The term "Plan" shall mean this Advanced Micro Devices, Inc.
2000 Stock Incentive Plan, as amended from time to time.

(l) "Shares" The term "Shares" shall mean shares of Common Stock of the
Company and any shares of stock or other securities received as a result of the
adjustments provided for in Section 9 of this Plan.

3. ADMINISTRATION

(a) The Board, whose authority shall be plenary, shall administer the
Plan and may delegate part or all of its administrative powers with respect to
part or all of the Plan pursuant to Section 3(d).

(b) The Board or its delegate shall have the power, subject to and
within the limits of the express provisions of the Plan:

(1) To grant Options pursuant to the Plan.

(2) To determine from time to time which of the eligible persons
shall be granted Options under the Plan, the number of Shares for which
each Option shall be granted, the term of each granted

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Option and the time or times during the term of each Option within which
all or portions of each Option may be exercised (which at the discretion
of the Board or its delegate may be accelerated.)

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

(4) To take appropriate action to amend any Option hereunder,
including to amend the vesting schedule of any outstanding Option,
provided that no such action adverse to a Participant's interest may be
taken by the Board or its delegate without the written consent of the
affected Participant.

(5) To determine whether and under what circumstances an Option
may be settled in cash or Shares.

(c) The Board or its delegate shall also have the power, subject to and
within the limits of the express provisions of this Plan:

(1) To construe and interpret the Plan and Options granted under
the Plan, and to establish, amend and revoke rules and regulations for
administration of the Plan. The Board or its delegate, in the exercise
of this power, shall generally determine all questions of policy and
expediency that may arise and may correct any defect, omission or
inconsistency in the Plan or in any Option agreement in a manner and to
the extent it shall deem necessary or expedient to make the Plan fully
effective.

(2) Generally, to exercise such powers and to perform such acts
as are deemed necessary or expedient to promote the best interests of
the Company.

(d) The Board may, by resolution, delegate administration of the Plan
(including, without limitation, the Board's powers under Sections 3(b) and (c)
above), under either or both of the following:

(1) with respect to the participation of or granting of Options
to an employee, consultant or advisor, to a committee of one or more
members of the Board;

(2) with respect to matters other than the selection for
participation in the Plan, substantive decisions concerning the timing,
pricing, amount or other material term of an Option, to a committee of
one or more members of the Board.

(e) The Board shall have complete discretion to determine the
composition, structure, form, term and operations of any committee established
to administer the Plan. If administration is delegated to a committee, unless
the Board otherwise provides, the committee shall have, with respect to the
administration of the Plan, all of the powers and discretion theretofore
possessed by the Board and delegable to such committee, subject to any
constraints which may be adopted by the Board from time to time and which are
not inconsistent with the provisions of the Plan. The Board at any time may
revest in the Board any of its administrative powers under the Plan.

(f) The determinations of the Board or its delegate shall be
conclusive and binding on all persons having any interest in this Plan or in any
awards granted hereunder.

4. SHARES SUBJECT TO PLAN

Subject to the provisions of Section 9 (relating to adjustments upon
changes in capitalization), (i) the Shares which may be available for issuance
of Options under the Plan shall not exceed in the aggregate 9,000,000 Shares of
the Company's authorized Common Stock and (ii) the Shares which may be available
for issuance of Options that are issued at below Fair Market Value per Share
under the Plan shall not exceed in the aggregate 2,500,000 Shares of the
Company's authorized Common Stock. In each case, the Shares of the Company's
Common Stock may be unissued Shares or reacquired Shares or Shares bought on the
market for the purposes of

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issuance under the Plan. If any Options granted under the Plan shall for any
reason be forfeited or canceled, terminate or expire, the Shares subject to such
Options shall be available again for the purposes of the Plan. Shares which are
delivered or withheld from the Shares otherwise due on exercise of an Option
shall become available for future awards under the Plan. Shares that have
actually been issued under the Plan upon exercise of an Option that are no
longer subject to forfeiture shall not in any event be returned to the Plan and
shall not become available for future awards under the Plan.

5. ELIGIBILITY

All Options issued under the Plan shall be nonqualified stock options.
Options may be granted only to full or part-time employees, officers,
consultants and advisors of the Company and/or of any Affiliate; provided that
such consultants and advisors render bona fide services not in connection with
the offer and sale of securities in a capital-raising transaction. Options
awarded to Insiders may not exceed in the aggregate forty-five (45%) percent of
all Shares that are available for grant under the Plan and employees of the
Company who are not Insiders must receive at least fifty (50%) percent of all
Shares that are available for grant under the Plan. Options that are issued to
Insiders at below Fair Market Value per Share may not exceed in the aggregate
forty-five percent (45%) of all Shares that are available to grant at below Fair
Market Value per Share under the Plan and employees of the Company who are not
Insiders must receive a least fifty percent (50%) of such Options. Any
Participant may hold more than one Option at any time; provided that the maximum
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number of shares which are subject to Options granted to any individual shall
not exceed in the aggregate three million (3,000,000) Shares over the full
ten-year life of the Plan.

6. TERMS OF STOCK OPTIONS

Each Option agreement shall be in such form and shall contain such terms
and conditions as the Board, or its delegate, from time to time shall deem
appropriate, subject to the following limitations:

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

(b) Options may be granted at an exercise price that is not less than
the par value per Share of the Shares at the time an Option is granted.

(c) Unless otherwise specified in the Option agreement, no Option
shall be transferable otherwise than by will, pursuant to the laws of descent
and distribution or pursuant to a qualified domestic relations order as defined
by the Code or Title I of the Employee Retirement Income Security Act, or the
rules thereunder.

(d) Except as otherwise provided in paragraph (e) of this Section 6
or in a Participant's employment agreement, the rights of a Participant to
exercise an Option shall be limited as follows:

(1) DEATH OR DISABILITY: If a Participant's service is terminated
by death or disability, then the Participant or the Participant's
estate, or such other person as may hold the Option, as the case may be,
shall have the right for a period of twelve (12) months following the
date of death or disability, or for such other period as the Board may
fix, to exercise the Option to the extent the Participant was entitled
to exercise such Option on the date of his death or disability, or to
such extent as may otherwise be specified by the Board (which may so
specify after the date of his death or disability but before expiration
of the Option), provided the actual date of exercise is in no event
after the expiration of the term of the Option. A Participant's estate
shall mean his legal representative or any person who acquires the right
to exercise an Option by reason of the Participant's death or
disability.

(2) MISCONDUCT: If a Participant is determined by the Board to
have committed an act of theft, embezzlement, fraud, dishonesty, a
breach of fiduciary duty to the Company (or Affiliate), or deliberate
disregard of the rules of the Company (or Affiliate), or if a
Participant makes any unauthorized disclosure of any of the trade
secrets or confidential information of the Company (or Affiliate),
engages in

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any conduct which constitutes unfair competition with the Company (or
Affiliate), induces any customer of the Company (or Affiliate) to break
any contract with the Company (or Affiliate), or induces any principal
for whom the Company (or Affiliate) acts as agent to terminate such
agency relationship, then, unless otherwise provided in a Participant's
employment agreement, neither the Participant, the Participant's estate
nor such other person who may then hold the Option shall be entitled to
exercise any Option with respect to any Shares whatsoever, after
termination of service, whether or not after termination of service the
Participant may receive payment from the Company (or Affiliate) for
vacation pay, for services rendered prior to termination, for services
rendered for the day on which termination occurs, for salary in lieu of
notice, or for any other benefits. In making such determination, the
Board shall give the Participant an opportunity to present to the Board
evidence on his behalf. For the purpose of this paragraph, unless
otherwise provided in a Participant's employment agreement, termination
of service shall be deemed to occur on the date when the Company
dispatches notice or advice to the Participant that his service is
terminated.

(3) TERMINATION FOR OTHER REASONS: If a Participant's service is
terminated for any reason other than those mentioned above under "DEATH
OR DISABILITY" or "MISCONDUCT," the Participant, the Participant's
estate, or such other person who may then hold the Option may, within
three months following such termination, or within such longer period as
the Board may fix, exercise the Option to the extent such Option was
exercisable by the Participant on the date of termination of his
employment or service, or to the extent otherwise specified by the Board
(which may so specify after the date of the termination but before
expiration of the Option) provided the date of exercise is in no event
after the expiration of the term of the Option.

(4) EVENTS NOT DEEMED TERMINATIONS: Unless otherwise provided in
a Participant's employment agreement, the service relationship shall not
be considered interrupted in the case of (i) a Participant who intends
to continue to provide services as a director, employee, consultant or
advisor to the Company or an Affiliate; (ii) sick leave; (iii) military
leave; (iv) any other leave of absence approved by the Board, provided
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such leave is for a period of not more than 90 days, unless reemployment
upon the expiration of such leave is guaranteed by contract or statute,
or unless provided otherwise pursuant to formal policy adopted from time
to time by the Company and issued and promulgated to employees in
writing; or (v) in the case of transfer between locations of the Company
or between the Company or its Affiliates. In the case of any employee on
an approved leave of absence, the Board may make such provisions
respecting suspension of vesting of the Option while on leave from the
employ of the Company or an Affiliate as it may deem appropriate, except
that in no event shall an Option be exercised after the expiration of
the term set forth in the Option.

(e) Unless otherwise provided in a Participant's employment agreement,
if any Participant's employment is terminated by the Company for any reason
other than for Misconduct or, if applicable, by Constructive Termination, within
one year after a Change of Control has occurred, then all Options held by such
Participant shall become fully vested for exercise upon the date of termination,
irrespective of the vesting provisions of the Participant's Option agreement.
For purposes of this subsection (e), the term "Change of Control" shall have the
meaning assigned by this Plan, unless a different meaning is defined in an
individual Participant's Option agreement or employment agreement.

(f) Options may also contain such other provisions, which shall not be
inconsistent with any of the foregoing terms, as the Board or its delegate shall
deem appropriate.

(g) The Board may modify, extend or renew outstanding Options and
authorize the grant of new Options in substitution therefor; provided that any
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such action may not, without the written consent of a Participant, impair any
such Participant's rights under any Option previously granted.

7. PAYMENT OF PURCHASE PRICE

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(a) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Board or its delegate and may consist entirely of (i) cash, (ii) certified
or cashier's check, (iii) promissory note, (iv) other Shares which (x) either
have been owned by the Participant for more than six months on the date of
surrender or were not acquired, directly or indirectly, from the Company, and
(y) have a Fair Market Value per Share on the date of surrender equal to the
aggregate exercise price of the Shares as to which said Option shall be
exercised, (v) delivery of a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company the
amount of sale or loan proceeds required to pay the exercise price, or (vi) any
combination of the foregoing methods of payment. Any promissory note shall be a
full recourse promissory note having such terms as may be approved by the Board
and bearing interest at a rate sufficient to avoid imputation of income under
Sections 483, 1274 or 7872 of the Code; provided that Participants who are not
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employees or directors of the Company will not be entitled to purchase Shares
with a promissory note unless the note is adequately secured by collateral other
than the Shares; provided further, that the portion of the exercise price equal
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to the par value, if any, of the Shares must be paid in cash;

(b) The Company may make loans or guarantee loans made by an appropriate
financial institution to individual Participants, including Insiders, on such
terms as may be approved by the Board for the purpose of financing the exercise
of Options granted under the Plan and the payment of any taxes that may be due
by reason of such exercise.

8. TAX WITHHOLDING

(a) Where, in the opinion of counsel to the Company, the Company has or
will have an obligation to withhold federal, state or local taxes relating to
the exercise of any Option, the Board may in its discretion require that such
tax obligation be satisfied in a manner satisfactory to the Company. The Company
may require the payment of such taxes before Shares are transferred to the
holder of the Option.

(b) A Participant may elect (a "Withholding Election") to pay his
minimum statutory withholding tax obligation by the withholding of Shares from
the total number of Shares deliverable under such Option, or by delivering to
the Company a sufficient number of previously acquired Shares, and may elect to
have additional taxes paid by the delivery of previously acquired Shares, in
each case in accordance with rules and procedures established by the Board.
Previously owned Shares delivered in payment for such additional taxes must have
been owned for at least six months prior to the delivery or must not have been
acquired directly or indirectly from the Company and may be subject to such
other conditions as the Board may require. The value of Shares withheld or
delivered shall be the Fair Market Value per Share on the date the Option
becomes taxable. All Withholding Elections are subject to the approval of the
Board and must be made in compliance with rules and procedures established by
the Board.

9. ADJUSTMENTS OF AND CHANGES IN CAPITALIZATION

If there is any change in the Common Stock of the Company by reason of
any stock dividend, stock split, spin-off, split up, merger, consolidation,
recapitalization, reclassification, combination or exchange of Shares, or any
other similar corporate event, then the Board shall make appropriate adjustments
to the number of Shares theretofore appropriated or thereafter subject or which
may become subject to an Option under the Plan. Outstanding Options shall also
be automatically converted as to price and other terms if necessary to reflect
the foregoing events. No right to purchase fractional Shares shall result from
any adjustment in Options pursuant to this Section 9. In case of any such
adjustment, the Shares subject to the Option shall be rounded down to the
nearest whole Share. Notice of any adjustment shall be given by the Company to
each holder of any Option which shall have been so adjusted and such adjustment
(whether or not such notice is given) shall be effective and binding for all
purposes of the Plan.

10. PRIVILEGES OF STOCK OWNERSHIP

No Participant will have any rights of a stockholder with respect to any
Shares until the Shares are issued to the Participant. After Shares are issued
to the Participant, the Participant will be a stockholder and have all the

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rights of a stockholder with respect to such Shares, including the right to vote
and receive all dividends or other distributions made or paid with respect to
such Shares.

11. EXCHANGE AND BUYOUT OF AWARDS

The Board or its delegate may, at any time or from time to time,
authorize the Company, with the consent of the respective Participants, to issue
new Options in exchange for the surrender and cancellation of any or all
outstanding Options to optionees who are not Insiders. The Board or its delegate
may at any time buy from a Participant an Option previously granted with payment
in cash, Shares or other consideration, based on such terms and conditions as
the Board or its delegate and the Participant may agree.

12. EFFECTIVE DATE OF THE PLAN

This Plan will become effective when adopted by the Board (the
"Effective Date").

13. AMENDMENT OF THE PLAN

(a) The Board at any time, and from time to time, may amend the Plan.

(b) Rights and obligations under any Option granted before any
amendment of the Plan shall not be altered or impaired by amendment of the Plan,
except with the consent of the person who holds the Option, which consent may be
obtained in any manner that the Board or its delegate deems appropriate.

14. REGISTRATION, LISTING, QUALIFICATION, APPROVAL OF STOCK

An award under this Plan will not be effective unless such award is in
compliance with all applicable federal and state securities laws, rules and
regulations of any governmental body, and the requirements of any stock exchange
or automated quotation system upon which the Shares may then be listed or
quoted, as they are in effect on the date of grant of the award and also on the
date of exercise or other issuance. Notwithstanding any other provision in this
Plan, the Company will have no obligation to issue or deliver certificates for
Shares under this Plan prior to: (a) obtaining any approvals from governmental
agencies that the Company determines are necessary or advisable; and/or (b)
completion of any registration or other qualification of such Shares under any
state or federal law or ruling of any governmental body that the Company
determines to be necessary or advisable. The Company will be under no obligation
to register the Shares with the Securities and Exchange Commission or to effect
compliance with the registration, qualification or listing requirements of any
state securities laws, stock exchange or automated quotation system, and the
Company will have no liability for any inability or failure to do so.

15. NO RIGHT TO EMPLOYMENT

Nothing in this Plan or in any Option shall be deemed to confer on any
employee any right to continue in the employ of the Company or any Affiliate or
to limit the rights of the Company or its Affiliates, which are hereby expressly
reserved, to discharge an employee at any time, with or without cause, or to
adjust the compensation of any employee.

16. MISCELLANEOUS

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

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