2ND AMENDMENT TO THE AMD SAVINGS PLAN

EXHIBIT 10.28(c)

SECOND AMENDMENT TO THE
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ADVANCED MICRO DEVICES
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EXECUTIVE SAVINGS PLAN
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As Amended and Restated Effective as of August 1, 1993
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The Plan is hereby amended to permit the assignment and assumption of
liabilities hereunder under appropriate circumstances:

1. Restriction Against Assignment.
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A new last paragraph is added to Section 9.2 that reads as follows:

"Notwithstanding anything herein or in Article VI to the contrary,
if prior to a Participant's Payment Eligibility Date, the Participant's
prospective employer agrees in writing to accept an assignment of the
Participant's interest and Accounts hereunder and to assume all
liability therefor on terms acceptable to the Company, then the
Participant shall receive no distribution of his interest and Accounts
and, instead, the Participant's interest and Accounts hereunder (and all
related liabilities) will be assigned to the Participant's prospective
employer. Following such an assignment and assumption, the Company shall
have no liability hereunder to the Participant."

2. Effective Date. Section 1 is effective October 1, 1997.
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IN WITNESS WHEREOF, the Company has caused this Second Amendment to the
Executive Savings Plan, as amended and restated as of August 1, 1993, to be
executed by its duly authorized officers on this _____ day of ________, 19__.

ADVANCED MICRO DEVICES, INC.


By /s/ Stanley Winvick
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Stanley Winvick
Senior Vice President,
Human Resources

By /s/ Marvin D. Burkett
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Marvin D. Burkett
Senior Vice President
and Chief Financial Officer



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