2
                                                     Exhibit 10.1

 Summary of Intel Corporation Non-Employee Director Compensation

Cash Compensation

Annual Retainer:                                       $75,000

Annual Committee Fees:
     Lead Independent Director                         $30,000
     Audit Committee Chair                             $20,000
     Audit Committee members (other than
     Committee Chair)                                  $10,000
     Compensation Committee Chair                      $10,000
     Finance Committee Chair                           $10,000
     Corporate Governance and Nominating
     Committee Chair                                   $10,000
     Executive Committee Chair                         $10,000
     Sheltered Employee Retirement Plan Investment
     Policy Committee Chair                            $10,000

Retainer  and Fees are paid quarterly in cash and can be deferred
at  the  director's election under the Intel Corporation Deferral
Plan for Outside Directors.

Equity Compensation

Each  year,  non-employee directors may receive  award(s)  for  a
number  of  shares granted by the Board, but no more than  30,000
shares  annually. Subject to limits in the 2004 Equity  Incentive
Plan  terms, the Board has the discretion to determine  the  form
and terms of awards to non-employee directors.

Other Information


Non-employee directors' compensation is paid based on a  July  to
June  annual period.  Intel Corporation reimburses directors  for
their  travel  and related expenses in connection with  attending
Board  meetings  and Board-related activities and  provides  each
director  with a computer for his or her personal use. Directors'
charitable  contributions  that  meet  the  guidelines   of   the
Company's employee charitable matching gift program are  eligible
for  matching funds from the Company in an amount up  to  $10,000
per year.