Preview | Registration Rights Agreement |

Intel Corporation, a Delaware corporation (the Company), proposes to issue and sell to J.P. Morgan Securities Inc. (the Initial Purchaser), upon the terms and subject to the conditions set forth in a purchase agreement dated December 13, 2005 (the Purchase Agreement), $1,400,000,000 aggregate principal amount of its 2.95% Junior Convertible Subordinated Debentures due 2035 (the Firm Debentures) and, at the election of the Initial Purchaser, an additional $200,000,000 aggregate principal amount of the Companys 2.95% Junior Convertible Subordinated Debentures due 2035 (the Additional Debentures and, together with the Firm Debentures, the Debentures).

(d) Agreement means this Registration Rights Agreement, as the same may be amended from time to time pursuant to the terms hereof.

(e) Business Day shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

(f) Closing Date means the date on which any Debentures are initially issued.

(g) Commission means the Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

(h) Company has the meaning specified in the first paragraph of this Agreement.

(i) Debentures has the meaning specified in the first paragraph of this Agreement.

(j) Deferral Notice has the meaning assigned thereto in Section 3(b).

(k) Deferral Period has the meaning assigned thereto in Section 3(b).

(l) Effective Period has the meaning assigned thereto in Section 2(a).

(m) Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(n) Firm Debentures has the meaning specified in the first paragraph of this Agreement.

(o) Holder means each holder, from time to time, of Registrable Securities (including the Initial Purchaser).

(p) Indenture means the Indenture dated as of December 16, 2005, among the Company and Citibank, N.A., as Trustee, pursuant to which the Debentures are being issued.

(q) Initial Placement means the initial placement of the Debentures pursuant to the terms of the Purchase Agreement.

(r) Initial Purchaser has the meaning specified in the first paragraph of this Agreement.

(s) Material Event has the meaning assigned thereto in Section 3(a)(iv).

(t) Majority Holders shall mean, on any date, holders of the majority of the Shares constituting Registrable Securities; for the purposes of this definition, Holders of Debentures constituting Registrable Securities shall be deemed to be the Holders of the number of Shares into which such Debentures are or would be convertible as of such date.

(u) NASD shall mean the National Association of Securities Dealers, Inc.

(v) Notice and Questionnaire means a written notice delivered to the Company containing the information called for by the Form of Selling Securityholder Notice and Questionnaire attached as Annex A to the Offering Memorandum.

(w) Notice Holder means, on any date, any Holder that has delivered a properly completed Notice and Questionnaire to the Company on or prior to such date.

(x) Offering Memorandum means the Offering Memorandum dated December 13, 2005 relating to the offer and sale of the Securities.

(y) Person means a corporation, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency.

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