A. The Parties have entered into a Contribution and Assumption Agreement, dated as of June 30, 2003 (the "Contribution Agreement"), pursuant to which AMD and Fujitsu (or their respective Affiliates) will transfer to FASL assets related to the AMD Flash Memory Business and assets related to the Fujitsu Flash Memory Business, respectively, in exchange for which AMD and Fujitsu will receive Membership Interests in FASL. Unless otherwise defined herein, capitalized terms used in this Remediation Agreement shall have the meanings given to them in the Contribution Agreement.

B. AMD's wholly-owned Subsidiary, AMD Investments, Inc., has previously contributed to FASL certain assets, including the Sunnyvale Real Property which includes substantially all of AMD's laboratory, office, research and development, manufacturing, warehouse and related site support buildings located in Sunnyvale, California, as further described in Exhibit A (the "Property").

C. In 1981, AMD detected the presence or Release of Hazardous Substances in soil and groundwater at the Property. In 1990, the United States Environmental Protection Agency listed the Property on the National Priorities List. In 1991, the San Francisco Bay Regional Water Quality Control Board issued Site Cleanup Requirements Order 91-101 ("Order"), which requires, inter alia, AMD to conduct certain groundwater remediation activities. The Order was approved and the remedial action for the site confirmed in a Record of Decision ("ROD") issued by USEPA on August 26, 1991. A groundwater extraction and treatment system is currently operating at the Property pursuant to the Order. Soil and groundwater beneath the Property have also been affected by Releases of Hazardous Substances migrating onto the Property from certain off-site sources.

D. AMD is also party to an order with respect to co-mingled groundwater contamination associated with the so-called Three Company Site (the "Three Company Site") which includes contamination from a facility owned and operated by AMD at 901/902 Thompson Drive, properties currently or formerly owned and operated by Philips Semiconductors, NA ("Philips") at 811 East Arques, 440 North Wolfe Road, 815 Stewart Drive and 830 Stewart Drive, and a property formerly owned by TRW, Inc., at 825 Stewart Drive, in Sunnyvale, California.

E. AMD and Philips have entered into an agreement dated on or about December 21, 1998 (the "License Agreement"), whereby Phillips has assumed certain obligations to conduct 1remediation activities with respect to the Three Company Site, operate and maintain a groundwater treatment system owned by AMD, and treat and dispose of groundwater extracted from the Property; and whereby AMD has provided a license to Phillips to access the Property in connection with such operation and maintenance activities. AMD, FASL and Philips have entered into an Assignment, Assumption and Modification Agreement, dated as of June 30, 2003, with respect to the License Agreement, attached in Exhibit B.

F. The Parties desire to clarify their respective responsibilities regarding the foregoing Releases of Hazardous Substances at, on under, from or to the Property before or as of Closing, including conditions or migration resulting therefrom, whether before or after Closing. The agreement of the Parties with respect to their respective responsibilities for Hazardous Substances going forward is addressed in the Contribution Agreement.

G. The Exhibits to this Remediation Agreement are an integral part of this Remediation Agreement.

NOW, THEREFORE, as part of the consideration for entering into the Contribution Agreement, and in consideration of the foregoing recitals, the covenants, promises and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the Parties hereby agree as follows:

AGREEMENT

1. Definitions. As used in this Remediation Agreement, the following terms shall have the following meanings:

"Affiliate" of a Person means any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person. The term "control" (including, with correlative meaning, the terms "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. A Person shall be deemed an Affiliate of another Person only so long as such control relationship exists.

"AMD" shall have the meaning set forth in the preamble of this Remediation Agreement.

"AMD Protected Persons" means the JV Indemnitees, Fujitsu, its Affiliates and its and their Representatives, and the successors and permitted assigns of each of them (including successors in interest to the Property) and the tenants and lenders of such entities.

"Applicable Law" means, with respect to a Person, any domestic or foreign, national, federal, territorial, state or local constitution, statute, law (including principles of common law and equity), treaty, ordinance, rule, code, administrative interpretation, regulation, order, decision, writ, injunction, legally binding directive, judgment, decree or other requirement or restriction of any arbitrator or Governmental Authority applicable to such Person or any of its Affiliates or any of their respective properties, assets, officers, directors, employees, consultants or agents (in connection with such officer�s, director�s, employee�s, consultant's or agent's activities on behalf of such Person or any of its Affiliates).

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