2004 Committee Charter : AMD

This amended Audit Committee Charter was adopted by the Board of Directors of Advanced Micro Devices, Inc. effective February 27, 2004.

I. Purpose

The purpose of the Audit Committee is to assist the Board with its oversight responsibilities regarding:

(a) the integrity of the Company's financial statements;

(b) the Company's compliance with legal and regulatory requirements;

(c) the independent auditor's qualifications and independence; and

(d) the performance of the Company's internal audit function and independent auditor.

The Committee shall prepare the report required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement.

In addition to the powers and responsibilities expressly delegated by the Board of Directors to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time consistent with the Company's bylaws. The powers and responsibilities delegated by the Board to the Committee in this Charter or otherwise shall be exercised and carried out by the Committee as it deems appropriate without requirement of Board approval, and any decision made by the Committee (including any decision to exercise or refrain from exercising any of the powers delegated to the Committee hereunder) shall be at the Committee's sole discretion. While acting within the scope of the powers and responsibilities delegated to it, the Committee shall have and may exercise all the powers and authority of the Board. To the fullest extent permitted by law, the Committee shall have the power to determine which matters are within the scope of the powers and responsibilities delegated to it.

Notwithstanding the foregoing, the Committee's responsibilities are limited to oversight. Management of the Company is responsible for the preparation, presentation and integrity of the Company's financial statements as well as the Company's financial reporting process, accounting policies, internal audit function, internal accounting controls and disclosure controls and procedures. The independent auditor is responsible for performing an audit of the Company's annual financial statements, expressing an opinion as to the conformity of such annual financial statements with accounting principles generally accepted in the United States (GAAP) and reviewing the Company's quarterly financial statements. It is not the responsibility of the Committee to plan or conduct audits or to determine that the Company's financial statements and disclosure are complete and accurate and in accordance with generally accepted accounting principles and applicable laws, rules and regulations. Each member of the Committee shall be entitled to rely on the integrity of those persons within the Company and of the professionals and experts (including the Company's internal auditor (or others responsible for the internal audit function, including contracted non-employee or audit or accounting firms engaged to provide internal audit services) and the Company's independent auditor) from which the Committee receives information and, absent actual knowledge to the contrary, the accuracy of the financial and other information provided to the Committee by such persons, professionals or experts.

Further, auditing literature, particularly Statement of Auditing Standards No. 100, defines the term "review" to include a particular set of required procedures to be undertaken by independent auditors. The members of the

Committee are not independent auditors, and the term "review" as used in this Charter is not intended to have that meaning and should not be interpreted to suggest that the Committee members can or should follow the procedures required of auditors performing reviews of financial statements.

II. Membership

The Committee shall consist of no fewer than three members of the Board and each Committee member shall be financially literate as determined by the Board in its business judgment. Members of the Committee are not required to be engaged in the accounting and auditing profession and, consequently, some members may not be expert in financial matters, or in matters involving auditing or accounting. However, at least one member of the Committee shall have accounting or related financial management expertise as determined by the Board in its business judgment. In addition, either at least one member of the Committee shall be an "audit committee financial expert" within the definition adopted by the SEC or the Company shall disclose in its periodic reports required pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") the reasons why at least one member of the Committee is not an "audit committee financial expert."

Each Committee member shall satisfy the independence requirements of the New York Stock Exchange and Exchange Act Rule 10A-3(b)(1). No Committee member may simultaneously serve on the audit committee of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Committee and such determination is disclosed in the Company's annual proxy statement.

The members of the Committee and its Chair will be appointed by and serve at the discretion of the Board and may be removed from the Committee, with or without cause, by the Board.

III. Meetings and Procedures

The Chair (or in his or her absence, a member designated by the Chair) shall preside at each meeting of the Committee and set the agendas for Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with any provisions of the Company's bylaws that are applicable to the Committee.

The Committee shall meet at least once during each fiscal quarter and more frequently as the Committee deems desirable. The Committee shall meet separately with management, with the internal auditor and with the independent auditor.

All non-management directors that are not members of the Committee may attend and observe meetings of the Committee, but shall not participate in any discussion or deliberation unless invited to do so by the Committee, and in any event shall not be entitled to vote. At its discretion, the Committee may, include in its meetings members of the Company's management, representatives of the independent auditor, the internal auditor, any other financial personnel employed or retained by the Company or any other persons whose presence the Committee believes to be necessary or appropriate. Notwithstanding the foregoing, the Committee may also exclude from its meetings any persons it deems appropriate, including, but not limited to, any non-management director that is not a member of the Committee.

The Committee may retain any independent counsel, experts or advisors (accounting, financial or otherwise) that the Committee believes to be necessary or appropriate. The Committee may also utilize the services of the Company's regular legal counsel or other advisors to the Company. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent auditor for the purpose of rendering or issuing an audit report or performing other audit, review or attest services, for payment of compensation to any advisors employed by the Committee and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

The Committee may conduct or authorize investigations into any matters within the scope of the powers and responsibilities delegated to the Committee.

IV. Duties and Responsibilities

Interaction with the Independent Auditor

1. Appointment and Oversight. The Committee shall be directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditor (including resolution of any disagreements between Company management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for the Company, and the independent auditor shall report directly to the Committee.

2. Pre-Approval of Services. Before the independent auditor is engaged by the Company or its subsidiaries to render audit or non-audit services, the Committee shall pre-approve the engagement. Committee pre-approval of audit and non-audit services will not be required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by the Committee regarding the Company's engagement of the independent auditor, provided the policies and procedures are detailed as to the particular service, the Committee is informed of each service provided and such policies and procedures do not include delegation of the Committee's responsibilities under the Exchange Act to the Company's management. The Committee may delegate to one or more designated members of the Committee the authority to grant pre-approvals, provided such approvals are presented to the Committee at a subsequent meeting. If the Committee elects to establish pre-approval policies and procedures regarding non-audit services, the Committee must be informed of each non-audit service provided by the independent auditor. Committee pre-approval of non-audit services (other than review and attest services) also will not be required if such services fall within available exceptions established by the SEC.

3. Independence of Independent Auditor. At least annually, the Committee shall review the independence and quality control procedures of the independent auditor and the experience and qualifications of the independent auditor's senior personnel that are providing audit services to the Company. In conducting its review:

(i) The Committee shall obtain and review a report prepared by the independent auditor describing (a) the auditing firm's internal quality-control procedures and (b) any material issues raised by the most recent internal quality-control review, or peer review, of the auditing firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the auditing firm, and any steps taken to deal with any such issues.

(ii) The Committee shall discuss with the independent auditor its independence from the Company, and obtain and review a written statement prepared by the independent auditor describing all relationships between the independent auditor and the Company, consistent with Independence Standards Board Standard 1, and consider the impact that any relationships or services may have on the objectivity and independence of the independent auditor.

(iii) The Committee shall confirm with the independent auditor that the independent auditor is in compliance with the partner rotation requirements established by the SEC.

(iv) The Committee shall consider whether the Company should adopt a rotation of the annual audit among independent auditing firms.

(v) If applicable, the Committee shall consider whether the independent auditor's provision of any permitted information technology services or other non-audit services to the Company is compatible with maintaining the independence of the independent auditor.


Annual Financial Statements and Annual Audit

4. Meetings with Management, the Independent Auditor and the Internal Auditor. The Committee shall meet with management, the independent auditor and the internal auditor in connection with the planning of each annual audit to discuss the review of internal controls, the scope of the audit, the procedures to be followed and the staffing of the audit.

The Committee shall review and discuss with management and the independent auditor: (i) major issues regarding accounting principles and financial statement presentation, including any significant changes in the Company's selection or application of accounting principles; (ii) major issues as to the adequacy of the Company's internal controls and any special audit steps adopted in light of material control deficiencies; (iii) any analyses prepared by management or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements, including analyses of the effects of alternative methods of applying GAAP on the Company's financial statements; and (iv) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the Company's financial statements.

The Committee shall review and discuss the annual audited financial statements and the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations" with management, the internal auditor and the independent auditor.

5. Separate Meetings with the Independent Auditor. The Committee shall review with the independent auditor any problems or difficulties the independent auditor may have encountered during the course of the audit work, including any restrictions on the scope of activities or access to required information or any significant disagreements with management and management's responses to such matters. Among the items that the Committee should consider reviewing with the Independent Auditor are: (i) any accounting adjustments that were noted or proposed by the auditor but were "not recorded" (as immaterial or otherwise); (ii) any communications between the audit team and the independent auditor's national office respecting auditing or accounting issues presented by the engagement; and (iii) any "management" or "internal control" letter issued, or proposed to be issued, by the independent auditor to the Company. The Committee shall obtain from the independent auditor assurances that Section 10A(b) of the Exchange Act, relating to the detection of information during an audit indicating that an illegal act has or may have occurred, has not been implicated.

The Committee shall discuss with the independent auditor the report that such auditor is required to make to the Committee regarding: (i) all accounting policies and practices to be used that the independent auditor identifies as critical; (ii) all alternative treatments within GAAP for policies and practices related to material items that have been discussed among management and the independent auditor, including the ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and (iii) all other material written communications between the independent auditor and management of the Company, such as any management letter, management representation letter, reports on observations and recommendations on internal controls, independent auditor's engagement letter, independent auditor's independence letter, schedule of unadjusted audit differences and a listing of adjustments and reclassifications not recorded, if any.

The Committee shall discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61, "Communication with Audit Committees," or any successor guideline.

6. Recommendation to Include Financial Statements in Annual Report. Based on the review and discussions in paragraphs 4 and 5 above, the disclosures received from the independent auditor regarding its independence and discussions with the auditor regarding such independence pursuant to subparagraph 3(ii) above, the Committee shall determine whether to recommend to the Board that the audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year subject to the audit.

Quarterly Financial Statements

7. Meetings with Management, the Independent Auditor and the Internal Auditor. The Committee shall review and discuss the quarterly financial statements to be included in the Company's Quarterly Report on Form 10-Q, including the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations," with management, the internal auditor and the independent auditor.

Internal Audit

8. Appointment. The Committee shall review and approve the appointment and replacement of the internal auditor.

9. Separate Meetings with the Internal Auditor. The Committee shall meet at least annually with the Company's internal auditor to discuss the responsibilities, budget and staffing of the Company's internal audit function. The Committee shall meet at least quarterly with the Internal Auditor to discuss any issues that the internal auditor believes warrant audit committee attention.

Other Duties and Responsibilities

10. The Committee shall discuss with management and the independent auditor the Company's earnings press releases (with particular focus on any "pro forma" or "adjusted" non-GAAP information), as well as financial information and earnings guidance provided to analysts and rating agencies. The Committee's discussion in this regard will be general in nature (i.e., discussion of the types of information to be disclosed and the type of presentation to be made) and need not take place in advance of each earnings release or each instance in which the Company may provide earnings guidance.

11. The Committee shall discuss with management and the independent auditor any related-party transactions brought to the Committee's attention that could reasonably be expected to have a material impact on the Company's financial statements.

12. The Committee shall discuss with management and the independent auditor any correspondence from or with regulators or governmental agencies, any employee complaints or any published reports that raise material issues regarding the Company's financial statements, financial reporting process, accounting policies or internal audit function.

13. The Company's General Counsel or outside counsel will bring to the Committee's attention any legal matter that could reasonably be expected to have a material impact on the Company's financial statements, and the Committee shall discuss those legal matters with the Company's General Counsel or outside counsel.

14. The Committee shall request assurances from management and the Company's internal auditors that the Company's foreign subsidiaries and foreign affiliated entities, if any, are in conformity with applicable legal requirements, including disclosure of affiliated party transactions and that they have not retained the independent auditor for non-audit services without the pre-approval of the Company's Vice President and Controller. The Committee shall request comments from the independent auditor on these issues.

15. The Committee shall discuss with management the Company's policies with respect to risk assessment and risk management. The Committee shall discuss with management the Company's significant financial risk exposures and the actions management has taken to limit, monitor or control such exposures.

16. The Committee shall set clear hiring policies for employees or former employees of the Company's independent auditor.

17. The Committee shall establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters. The Committee shall also establish procedures for the confidential and anonymous submission by employees regarding questionable accounting or auditing matters.

18. The Committee shall provide the Company with the report of the Committee with respect to the audited financial statements for inclusion in each of the Company's annual proxy statements.

19. Through its Chair, the Committee, shall report regularly to, and review with, the Board any issues that arise with respect to the quality or integrity of the Company's financial statements, the Company's compliance with legal or regulatory requirements, the performance and independence of the Company's independent auditor, the performance of the Company's internal audit function or any other matter the Committee determines is necessary or advisable to report to the Board.

20. The Committee shall review human resources and succession planning for the accounting and finance groups within the Company.

21. The Committee shall perform an annual self-evaluation of the performance of the Committee, including a review of the Committee's compliance with this Charter, and provide the Board with any recommendations for changes in procedures or policies governing the Committee. The Committee shall conduct such evaluation and review in such manner as it deems appropriate.

22. The Committee shall review and reassess this Charter annually and submit any recommended changes to the Board for its consideration.

 

2003 Committee Charter : AMD

Revised February 2003
2003 Amendments to Audit Committee Charter v. 4 -1-
Advanced Micro Devices, Inc.
Audit Committee of the Board of Directors
Charter
The Audit Committee of the Board of Directors assists the Board in fulfilling its
responsibilities relating to overseeing and monitoring the integrity of the
Company's financial statements and compliance with legal and regulatory
requirements. The Audit Committee shall be composed of at least three directors
all of whom are financially literate (generally knowledgeable in financial and
auditing matters), and at least one of whom is a financial expert. Members of the
Audit Committee shall be free of any relationship to the Company that may
interfere with the exercise of their independent judgment. Audit Committee
members' director's fees will be their only compensation from the Company.
The Audit Committee shall meet at least four times annually, and shall monitor
and oversee the independent auditors' qualifications and independence. The
Committee will review the performance of the Company's internal audit function
and Director of Internal Audit and Control, and in that regard will maintain free
and open communication with the independent auditors, internal auditors and the
management of the Company. The Audit Committee will investigate any matter
brought to its attention within the scope of its duties, with the power to retain
outside counsel or other experts for this purpose at the Company's expense.
The Committee shall have a Chair, who shall have accounting or financial
management experience. The members of the Audit Committee and its Chair
will be appointed by and serve at the discretion of the Nominating and Corporate
Governance Committee. This charter will be reviewed and reassessed annually.
Responsibilities
The Audit Committee's responsibilities include:

Sole responsibility for the selection, retention, compensation and termination
of the independent auditors who audit the financial statements of the
Company. The Committee will ensure that the independent auditors have a
clear understanding that they are ultimately accountable to the Committee.
The Committee will review the independent auditor's written communication
delineating their relationships and professional services and will take
appropriate action to ensure the continuing independence of the auditors and
their compliance with all Securities and Exchange Commission rules and New
York Stock Exchange rules on "independence." The Committee will provide
the opportunity, at every meeting, for the internal and independent auditors to
meet with the members of the Committee without members of management
present.
Revised February 2003
2003 Amendments to Audit Committee Charter v. 4 -2-

Establishing procedures for the confidential, anonymous submission by
employees of concerns regarding accounting, internal controls or auditing
matters and the review, processing and disposition of these concerns.

Meeting separately, at least quarterly, with management of the Company, the
internal auditors and the independent auditors.

Meeting with the independent auditors and financial management of the
Company to review the proposed scope of the annual audit, the audit
procedures to be utilized in the examination of the financial statements and
internal controls, as well as those procedures to be used in the independent
auditors review of the quarterly financial reports. The Committee will also
review and approve the annual budget for the services provided by the
independent auditors. The Committee is responsible for preparing the Audit
Committee report required by SEC rules to be included in the Company's
annual proxy statement. Before the filing of such report with the SEC, the
independent auditors will review the following with the Committee: all critical
accounting policies and practices to be used; all alternative treatments within
Generally Accepted Accounting Principles for policies and practices related to
material items that have been discussed with management of the Company;
the ramifications of the use of such alternative disclosures and treatments;
the treatment preferred by the independent auditors and other material written
communications between the independent auditors and the management of
the Company.

Discussing and reviewing at least annually with the independent auditor their
firm's compliance with the audit profession's quality control standards and any
reports required by the Securities and Exchange Commission and New York
Stock Exchange regarding audit firm quality control procedures. Also, in
order to assess auditor independence the Committee will review at least
annually all relationships between the independent auditor and the Company.

Reviewing the Company's annual audited and quarterly financial statements
with management and the independent auditors before the filing of the
Company's annual report on Form 10-K and quarterly reports on Form 10-Q,
including the Company's disclosures under "Management's Discussions and
Analysis of Financial Condition and Results of Operations." Also, the
Committee shall discuss with the independent auditors their review of the
quarterly financial statements of the Company and any other matters required
to be communicated by the independent auditors under generally accepted
auditing standards.

Discuss any issues that arose between the independent auditors and
management during the annual audit or quarterly reviews and management's
response and ultimate disposition of the issues.
Revised February 2003
2003 Amendments to Audit Committee Charter v. 4 -3-

Generally discuss earnings press releases with management and the
independent auditors. Generally discuss with management financial
information and earnings guidance provided to analysts and rating agencies.

Setting policies for the Company for hiring employees or former employees of
the independent auditors.

Establishing policies and procedures related to the pre-approval of non-audit
services, and having sole responsibility for pre-approving non-audit services
to be provided by the independent auditors, and reviewing such pre-approval
with management.

Reviewing the adequacy and effectiveness of the internal accounting and
financial controls of the Company with the independent auditors, the
Company's internal auditor and financial and accounting personnel.

Reviewing and concurring with the appointment, termination or replacement
of the Director of Internal Audit and Control, who reports to the Chairman of
the Audit Committee and the Chief Financial Officer. The Committee will
review the internal audit function, including its proposed audit plans and the
coordination of those plans with the independent auditors. The Committee
will review internal audit findings and reports and the disposition of
recommendations in those reports by the Company.

At least annually, submitting a signed report for inclusion in the Company's
proxy materials with respect to the Committee and its functioning, as required
by applicable SEC rules.

Obtaining advice and assistance from outside legal, accounting and other
advisors.

Reviewing reports received from outside auditors under any applicable
auditing standard and reports received from regulators, and other legal and
regulatory matters that may have a material effect on the financial statements
or related Company compliance policies.

Inquiring about significant risks or exposures with management, the internal
auditor, and the independent auditors. The Committee will review the steps
management has taken to minimize such risks to the Company, and discuss
with management its risk management policies and practices.

Reviewing human resources and succession planning for the accounting and
finance groups within the Company.

Evaluating at least annually the performance of the Audit Committee.
Revised February 2003
2003 Amendments to Audit Committee Charter v. 4 -4-

Reporting regularly on the meetings of the Audit Committee to the full Board
of Directors.