Plan To Replace Motorola Retirement Benefit For Robert J. Rivet

Exhibit 10.35(b)

Advanced Micro Devices, Inc.

Plan to Replace Motorola Retirement Benefit For Robert J. Rivet (" Plan" ) Pursuant to Employment Agreement

In Recognition of Your Forfeiture of Benefits Under Motorola' s

Supplemental Retirement Plan for Officers

Participation & Services Your participation in this Plan began on your date of employment with Advanced Micro Devices, Inc. (" AMD" ); however, your years of service with Motorola will be taken into account with respect to calculating your benefit under this Plan. Except under circumstances noted herein, you will not be entitled to any benefit under this Plan until attainment of age 55. Vesting

You will become 100% vested in your accrued benefit under the Plan upon the earliest of the following conditions to occur:

a. Upon your attainment of age 55

b. Upon termination of your employment following a Change of Control, as that term is defined in your Management Continuity Agreement with AMD c. Upon becoming disabled as defined under AMD' s Executive Long Term Disability plan (" Disability" ) d. Upon termination by AMD of your employment other than for Cause as defined in your Management Continuity Agreement with AMD, following your attainment of age 54.

Retirement Benefit

The benefit formula is as indicated below, subject to the constraint that the benefit cannot exceed 70% of your annualized salary at the point of benefit determination.

A. Normal Benefit

The Normal Benefit is a lifetime annual income (actually payable monthly) equal to forty two and a half percent (42.5%) of the sum of (i) your annualized salary in effect at the point of benefit determination (age 55; or, in the case of Disability, the initial date of Disability; or, in the event of termination following a Change in Control, the date of the employment termination; or in the case of termination after attainment of age 54, the date of the employment termination) and (ii) your Average Bonus Earned, as described below.

The Normal Benefit will be converted to an Actuarially Equivalent lump sum amount. For purposes of this Plan, the term " Actuarial Equivalent" shall mean the average of two lump sum amounts, calculated separately by two independent actuaries, that equals the life annuity, using


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the then 30-day average of the 10-year Treasury Bill rate as the discount factor. Each actuary will independently choose a mortality assumption. That average lump sum amount will be reduced by (i) the Actuarial Equivalent lump sum value of any accrued benefit you are entitled to receive from any AMD qualified or nonqualified pension plan (not including income from your AMD Retirement Savings and Deferred Profit Sharing Plan account or Executive Investment Account Plan), in the U.S. or elsewhere, and (ii) the benefit you received from the Motorola Pension Plan, adjusted for the time value of money. For purposes of this calculation, your Motorola Pension Plan benefit is equal to $169,887 at December 31, 2001. That amount will be presumed to accumulate interest at the rate of 3% per annum through the point of benefit determination. The remaining amount is your Net Benefit under this Plan. (See example in Exhibit A to this Plan.)

Average Bonus Earned is calculated as follows:

1. For each of the eight full fiscal years immediately prior to the point of benefit determination, calculate the Cash Bonus Award paid or earned and payable under any and all applicable bonus plan(s) as a percentage of that year' s actual earnings from salary.

2. Determine which five of the eight years produce the highest percentages.

3. Calculate the average percentage for those five years.

4. Apply th ...