On December 12, 2007, Advanced Micro Devices, Inc. (the "Company") and Dr. Hector de J. Ruiz, the Company's Chief Executive Officer, entered into an amended and restated employment agreement (the "2007 Agreement") which amends and restates the employment agreement between the Company and Dr. Ruiz, dated as of January 31, 2002, as amended on January 1, 2005, October 27, 2005 and December 16, 2006 (the "Original Employment Agreement"). The primary purpose of the 2007 Agreement is to ensure that certain payments to be made under the Original Employment Agreement will be exempt from or comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").

The 2007 Agreement updates the Original Employment Agreement to reflect Dr. Ruiz's current annual base salary of $1,124,000 and to reflect that Dr. Ruiz's annual bonus opportunity and any awards made pursuant to the 2005 AMD Long Term Incentive Plan (the "LTIP") are limited to an aggregate maximum of $10 million per fiscal year, as provided under the terms of the LTIP. Further, the 2007 Agreement clarifies that the acceleration of vesting provisions under the Original Employment Agreement will apply to all forms of equity compensation awards other than performance vesting awards.

Under the 2007 Agreement, Dr. Ruiz may elect to have his annual Retirement Benefit (as defined in the 2007 Agreement) be paid in a single lump sum payment, as long as Dr. Ruiz makes such election on or before December 31, 2007.

Under the 2007 Agreement, if Dr. Ruiz is deemed to be a "specified employee" for purposes of Section 409A at the date of termination of employment with the Company, termination benefits will not be made by the Company prior to the earlier of six months after the date of termination or the date of Dr. Ruiz's death. The Company has also agreed to cooperate to ensure Dr. Ruiz's benefits under the 2007 Agreement will be exempt from or will comply with the requirements of Section 409A to the extent applicable.

A copy of the 2007 Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference. The foregoing description of the 2007 Agreement is qualified in its entirety by reference to the full text of the agreement.

(d) Exhibits.

Exhibit
  No.        Description

 10.1        Amended and Restated Employment Agreement between Advanced Micro
             Devices, Inc. and Hector de J. Ruiz.