INTEL CORP
EXHIBIT 9
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>10
<FILENAME>exh109.txt
<DESCRIPTION>EXHIBIT 9
<TEXT>

                                                    Exhibit 10.9

                        INTEL CORPORATION
                 RESTRICTED STOCK UNIT AGREEMENT
              UNDER THE 2006 EQUITY INCENTIVE PLAN
    (for RSUs granted after May 17, 2006 under the ELTSOP RSU
                            program)


1.   TERMS OF RESTRICTED STOCK UNIT

     This Restricted Stock Unit Agreement (this "Agreement"), the
     Notice  of Grant delivered herewith (the "Notice of  Grant")
     and  the  Intel Corporation 2006 Equity Incentive Plan  (the
     "2006  Plan"),  as such may be amended from  time  to  time,
     constitute  the entire understanding between you  and  Intel
     Corporation  (the  "Corporation") regarding  the  Restricted
     Stock Units ("RSUs") identified in your Notice of Grant.

2.   SIGNATURE

     If you fail to electronically sign this Agreement within 180
     days  of the Grant Date, the RSUs subject to your Notice  of
     Grant  will  be  cancelled,  except  as  determined  by  the
     Corporation in its sole discretion.

3.   VESTING OF RSUs

     Provided that you remain continuously employed by the
     Corporation or a Subsidiary on a full time basis from the
     Grant Date specified in the Notice of Grant through each
     vesting date specified in the Notice of Grant, the RSUs
     shall vest and be converted into the right to receive the
     number of shares of the Corporation's Common Stock, $.001
     par value (the "Common Stock"), specified on the Notice of
     Grant with respect to such vesting date, except as otherwise
     provided in this Agreement.  If a vesting date falls on a
     weekend or any other day on which the NASDAQ Stock Market
     ("NASDAQ") is not open, affected RSUs shall vest on the next
     following NASDAQ business day.  The number of shares of
     Common Stock into which RSUs convert as specified in the
     Notice of Grant shall be adjusted for stock splits and
     similar matters as specified in and pursuant to the 2006
     Plan.

     RSUs will vest to the extent provided in and in accordance
     with the terms of the Notice of Grant and this Agreement.
     If your status as an Employee terminates for any reason
     except death, or Disablement (defined below), prior to the
     vesting dates set forth in your Notice of Grant, your
     unvested RSUs will be cancelled.

<PAGE>




4.   CONVERSION INTO COMMON STOCK

     Shares of Common Stock will be issued or become free of
     restrictions as soon as practicable following vesting of the
     RSUs, provided that you have satisfied your tax withholding
     obligations as specified under Section 10 of this Agreement
     and you have completed, signed and returned any documents
     and taken any additional action that the Corporation deems
     appropriate to enable it to accomplish the delivery of the
     shares of Common Stock.  The shares of Common Stock will be
     issued in your name (or may be issued to your executor or
     personal representative, in the event of your death or
     Disablement), and may be effected by recording shares on the
     stock records of the Corporation or by crediting shares in
     an account established on your behalf with a brokerage firm
     or other custodian, in each case as determined by the
     Corporation.  In no event will the Corporation be obligated
     to issue a fractional share.

     Notwithstanding the foregoing, (i) the Corporation shall not
     be obligated to deliver any shares of the Common Stock
     during any period when the Corporation determines that the
     conversion of a RSU or the delivery of shares hereunder
     would violate any laws of the United States or your country
     of residence or employment and/or may issue shares subject
     to any restrictive legends that, as determined by the
     Corporation's counsel, is necessary to comply with
     securities or other regulatory requirements, and (ii) the
     date on which shares are issued may include a delay in order
     to provide the Corporation such time as it determines
     appropriate to address tax withholding and other
     administrative matters.

5.   LEAVES OF ABSENCE

     (a)  Except as expressly provided otherwise in this Agreement, if
          you take a personal leave of absence under the Intel Leave
          Guidelines ("PLOA"), your RSUs will vest only to the extent and
          during the times specified in this Section 5:

            (1)  If the duration of the PLOA is less than thirty (30)
                 days:

                 a. The vesting date set forth in your Notice of Grant for
                    any RSUs that (but for this provision) would have vested
                    during the PLOA shall be deferred until the first day that
                    you return to work (i.e., the date that the PLOA is
                    terminated) or, if you return on a day that the NASDAQ
                    is not open, the next following NASDAQ business day; and

                 b. The vesting date set forth in your Notice of Grant for
                    any RSUs that are scheduled to vest following the date
                    that the PLOA is terminated shall not be affected by the
                    PLOA.

<PAGE>


            (2)     If the duration of the PLOA equals or exceeds thirty
                    (30) days, the vesting dates set forth in your Notice
                    of Grant for any RSUs that follow the commencement of
                    the PLOA shall be deferred beyond the dates set forth
                    in the Notice of Grant by a period of time equal to
                    the duration of the PLOA.

            (3)     If you terminate employment with the Corporation
                    during a PLOA, then in addition to the effect on the
                    vesting dates set forth in clause (a)(1) and (a)(2)
                    of this Section 5, any RSUs that had not vested prior
                    to the commencement of the PLOA shall be cancelled
                    as of the date of your termination of employment, as
                    applicable, except to the extent provided otherwise in
                    Sections 8 through 10 hereof.

     (b)  If you take an approved Leave of Absence other than a PLOA
          under Intel Leave Guidelines, the vesting of RSUs shall be
          unaffected by such absence and will vest in accordance with the
          schedule set forth in the Notice of Grant.

6.   SUSPENSION OR TERMINATION OF RSU FOR MISCONDUCT

     If at any time the Committee of the Board of Directors of
     the Corporation established pursuant to the 2006 Plan (the
     "Committee"), including any Subcommittee or "Authorized
     Officer" (as defined in Section 8(a)(v) of the 2006 Plan)
     notifies the Corporation that they reasonably believe that
     you have committed an act of misconduct as described in
     Section 8(a)(v) of the 2006 Plan (embezzlement, fraud,
     dishonesty, nonpayment of any obligation owed to the
     Corporation, breach of fiduciary duty or deliberate
     disregard of Corporation rules resulting in loss, damage or
     injury to the Corporation, an unauthorized disclosure of any
     Corporation trade secret or confidential information, any
     conduct constituting unfair competition, inducing any
     customer to breach a contract with the Corporation or
     inducing any principal for whom the Corporation acts as
     agent to terminate such agency relationship), the vesting of
     your RSUs may be suspended pending a determination of
     whether an act of misconduct has been committed. If the
     Corporation determines that you have committed an act of
     misconduct, all RSUs not vested as of the date the
     Corporation was notified that you may have committed an act
     of misconduct shall be cancelled and neither you nor any
     beneficiary shall be entitled to any claim with respect to
     the RSUs whatsoever. Any determination by the Committee or
     an Authorized Officer with respect to the foregoing shall be
     final, conclusive, and binding on all interested parties.

7.   TERMINATION OF EMPLOYMENT

     Except as expressly provided otherwise in this Agreement, if
     your employment by the Corporation terminates for any
     reason, whether voluntarily or involuntarily, other than on
     account of death, or Disablement (defined below), all RSUs
     not then vested shall be cancelled on the date of employment
     termination,

<PAGE>

     regardless of whether such employment
     termination is as a result of a divestiture or otherwise.
     For purposes of this Section 7, your employment with any
     partnership, joint venture or corporation not meeting the
     requirements of a Subsidiary in which the Corporation or a
     Subsidiary is a party shall be considered employment for
     purposes of this provision if either (a) an the entity is
     designated by the Committee as a Subsidiary for purposes of
     this provision or (b) you are specifically designated as an
     employee of a Subsidiary for purposes of this provision.

     For purposes of this provision, your employment is not
     deemed terminated if, prior to sixty (60) days after the
     date of termination from the Corporation or a Subsidiary,
     you are rehired by the Corporation or a Subsidiary on a
     basis that would make you eligible for future Intel RSU
     grants, nor would your transfer from the Corporation to any
     Subsidiary or from any one Subsidiary to another, or from a
     Subsidiary to the Corporation be deemed a termination of
     employment.

8.   DEATH

     Except as expressly provided otherwise in this Agreement, if
     you die while employed by the Corporation, your RSUs will
     become one hundred percent (100%) vested.

9.   DISABILITY

     Except as expressly provided otherwise in this Agreement, if
     your employment terminates as a result of Disablement, your
     RSUs will become one hundred percent (100%) vested upon the
     later of the date of your termination of employment due to
     your Disablement or the date of determination of your
     Disablement.

     For purposes of this Section 9, "Disablement" shall be
     determined in accordance with the standards and procedures
     of the then-current Long Term Disability Plan maintained by
     the Corporation or the Subsidiary that employs you, and in
     the event you are not a participant in a then-current Long
     Term Disability Plan maintained by the Corporation or the
     Subsidiary that employs you, "Disablement" shall have the
     same meaning as disablement is defined in the Intel Long
     Term Disability Plan, which is generally a physical
     condition arising from an illness or injury, which renders
     an individual incapable of performing work in any
     occupation, as determined by the Corporation.

10.  TAX WITHHOLDING

     RSUs are taxable upon vesting based on the market value in
     accordance with the tax laws of the country where you are
     resident or employed.  RSUs are taxable in accordance with
     the existing or future tax laws of the country where you are
     resident or employed.  If you are an U.S. citizen or
     expatriate, you may also be subject to U.S. tax laws.


<PAGE>

     To the extent required by applicable federal, state or other
     law, you shall make arrangements satisfactory to the
     Corporation (or the Subsidiary that employs you, if your
     Subsidiary is involved in the administration of the 2006
     Plan) for the payment and satisfaction of any income tax,
     social security tax, payroll tax, social taxes, applicable
     national or local taxes, or payment on account of other tax
     related to withholding obligations that arise by reason of
     granting of a RSU, vesting of a RSU or any sale of shares of
     the Common Stock (whichever is applicable).

     The Corporation shall not be required to issue or lift any
     restrictions on shares of the Common Stock pursuant to your
     RSUs or to recognize any purported transfer of shares of the
     Common Stock until such obligations are satisfied.

     Unless provided otherwise by the Committee, these
     obligations will be satisfied by the Corporation withholding
     a number of shares of Common Stock that would otherwise be
     issued under the RSUs that the Corporation determines has a
     Market Value sufficient to meet the tax withholding
     obligations.  In the event that the Committee provides that
     these obligations will not be satisfied under the method
     described in the previous sentence, you authorize UBS
     Financial Services Inc., or any successor plan
     administrator, to sell a number of shares of Common Stock
     that are issued under the RSUs, which the Corporation
     determines is sufficient to generate an amount that meets
     the tax withholding obligations plus additional shares to
     account for rounding and market fluctuations, and to pay
     such tax withholding to the Corporation.  The shares may be
     sold as part of a block trade with other participants of the
     2006 Plan in which all participants receive an average
     price.  For this purpose, "Market Value" will be calculated
     as the average of the highest and lowest sales prices of the
     Common Stock as reported by NASDAQ on the day your RSUs
     vest.  The future value of the underlying shares of Common
     Stock is unknown and cannot be predicted with certainty.

     You are ultimately liable and responsible for all taxes owed
     by you in connection with your RSUs, regardless of any
     action the Corporation takes or any transaction pursuant to
     this Section 10 with respect to any tax withholding
     obligations that arise in connection with the RSUs. The
     Corporation makes no representation or undertaking regarding
     the treatment of any tax withholding in connection with the
     grant, issuance, vesting or settlement of the RSUs or the
     subsequent sale of any of the shares of Common Stock
     underlying the RSUs that vest. The Corporation does not
     commit and is under no obligation to structure the RSU
     program to reduce or eliminate your tax liability.

11.  RIGHTS AS A STOCKHOLDER

     Your RSUs may not be otherwise transferred or assigned,
     pledged, hypothecated or otherwise disposed of in any way,
     whether by operation of law or otherwise, and may not be
     subject to execution, attachment or similar process.  Any
     attempt to transfer, assign, hypothecate or otherwise
     dispose of

<PAGE>

     your RSUs other than as permitted above, shall be
     void and unenforceable against the Corporation.

     You will have the rights of a stockholder only after shares
     of the Common Stock have been issued to you following
     vesting of your RSUs and satisfaction of all other
     conditions to the issuance of those shares as set forth in
     this Agreement.  RSUs shall not entitle you to any rights of
     a stockholder of Common Stock and there are no voting or
     dividend rights with respect to your RSUs.  RSUs shall
     remain terminable pursuant to this Agreement at all times
     until they vest and convert into shares.  As a condition to
     having the right to receive shares of Common Stock pursuant
     to your RSUs, you acknowledge that unvested RSUs shall have
     no value for purposes of any aspect of your employment
     relationship with the Corporation.

12.  DISPUTES

     Any question concerning the interpretation of this
     Agreement, your Notice of Grant, the RSUs or the 2006 Plan,
     any adjustments required to be made thereunder, and any
     controversy that may arise under this Agreement, your Notice
     of Grant, the RSUs or the 2006 Plan shall be determined by
     the Committee (including any person(s) to whom the Committee
     has delegated its authority) in its sole and absolute
     discretion.  Such decision by the Committee shall be final
     and binding unless determined pursuant to Section 15(e) to
     have been arbitrary and capricious.

13.  AMENDMENTS

     The 2006 Plan and RSUs may be amended or altered by the
     Committee or the Board of Directors of the Corporation to
     the extent provided in the 2006 Plan.

14.  DATA PRIVACY

     You  explicitly and unambiguously consent to the collection,
     use  and  transfer,  in electronic or other  form,  of  your
     personal  data  as  described  in  this  document   by   the
     Corporation  for  the  exclusive  purpose  of  implementing,
     administering and managing your participation  in  the  2006
     Plan.

     You  hereby  understand that the Corporation  holds  certain
     personal  information about you, including, but not  limited
     to,  your name, home address and telephone number,  date  of
     birth,  social  insurance  number  or  other  identification
     number, salary, nationality, job title, any shares of  stock
     or  directorships held in the Corporation,  details  of  all
     RSUs  or  any other entitlement to shares of stock  awarded,
     canceled, exercised, vested, unvested or outstanding in your
     favor,  for  the purpose of implementing, administering  and
     managing the 2006 Plan ("Data").  You hereby understand that
     Data  may  be transferred to any third parties assisting  in

<PAGE>

     the  implementation, administration and  management  of  the
     2006  Plan,  that  these recipients may be located  in  your
     country  or elsewhere, and that the recipient's country  may
     have  different data privacy laws and protections than  your
     country.  You hereby understand that you may request a  list
     with the names and addresses of any potential recipients  of
     the   Data   by   contacting  your  local  human   resources
     representative.   You authorize the recipients  to  receive,
     possess, use, retain and transfer the Data, in electronic or
     other  form, for the purposes of implementing, administering
     and  managing your participation in the 2006 Plan, including
     any requisite transfer of such Data as may be required to  a
     broker  or  other  third party with whom you  may  elect  to
     deposit any shares of Common Stock acquired under your RSUs.
     You hereby understand that Data will be held only as long as
     is  necessary  to  implement,  administer  and  manage  your
     participation in the 2006 Plan.  You hereby understand  that
     you   may,  at  any  time,  view  Data,  request  additional
     information  about  the  storage  and  processing  of  Data,
     require  any  necessary amendments  to  Data  or  refuse  or
     withdraw  the consents herein, in any case without cost,  by
     contacting   in   writing   your   local   human   resources
     representative.   You  hereby  understand,   however,   that
     refusing or withdrawing your consent may affect your ability
     to  participate  in the 2006 Plan.  For more information  on
     the consequences of your refusal to consent or withdrawal of
     consent,  you  hereby understand that you  may  contact  the
     human  resources representative responsible for your country
     at the local or regional level.

15.  THE 2006 PLAN AND OTHER TERMS; OTHER MATTERS

     (a)  Certain capitalized terms used in this Agreement are defined
          in the 2006 Plan.  Any prior agreements, commitments or
          negotiations concerning the RSUs are superseded by this
          Agreement and your Notice of Grant.  You hereby acknowledge
          that a copy of the 2006 Plan has been made available to you.

          The grant of RSUs to an employee in any one year, or at
          any time, does not obligate the Corporation or any
          Subsidiary to make a grant in any future year or in any
          given amount and should not create an expectation that
          the Corporation or any Subsidiary might make a grant in
          any future year or in any given amount.

     (b)  To the extent that the grant of RSUs refers to the Common
          Stock of Intel Corporation, and as required by the laws of your
          country of residence or employment, only authorized but unissued
          shares thereof shall be utilized for delivery upon vesting in
          accord with the terms hereof.

     (c)  Notwithstanding any other provision of this Agreement, if
          any changes in the financial or tax accounting rules applicable
          to the RSUs covered by this Agreement shall occur which, in the
          sole judgment of the Committee, may have an adverse effect on the
          reported earnings, assets or liabilities

<PAGE>

          of the Corporation, the
          Committee may, in its sole discretion, modify this Agreement or
          cancel and cause a forfeiture with respect to any unvested RSUs
          at the time of such determination.

     (d)  Nothing contained in this Agreement creates or implies an
          employment contract or term of employment upon which you may
          rely.

     (e)  Because this Agreement relates to terms and conditions under
          which you may be issued shares of Common Stock of Intel
          Corporation, a Delaware corporation, an essential term of this
          Agreement is that it shall be governed by the laws of the State
          of Delaware, without regard to choice of law principles of
          Delaware or other jurisdictions.  Any action, suit, or
          proceeding relating to this Agreement or the RSUs granted
          hereunder shall be brought in the state or federal courts
          of competent jurisdiction in the State of California.

     (f)  Notwithstanding anything to the contrary in this Agreement
          or the applicable Notice of Grant, your RSUs are subject to
          reduction by the Corporation if you change your employment
          classification from a full-time employee to a part-time employee.

     (g)  RSUs are not part of your employment contract (if any) with
          the Corporation, your salary, your normal or expected
          compensation, or other remuneration for any purposes, including
          for purposes of computing severance pay or other termination
          compensation or indemnity.

     (h)  In consideration of the grant of RSUs, no claim or
          entitlement to compensation or damages shall arise from
          termination of your RSUs or diminution in value of the RSUs or
          Common Stock acquired through vested RSUs resulting from
          termination of your active employment by the Corporation (for any
          reason whatsoever and whether or not in breach of local labor
          laws) and you hereby release the Corporation from any such claim
          that may arise; if, notwithstanding the foregoing, any such claim
          is found by a court of competent jurisdiction to have arisen,
          then you shall be deemed irrevocably to have waived your
          entitlement to pursue such claim.

     (i)  Notwithstanding any terms or conditions of the 2006 Plan to
          the contrary, in the event of involuntary termination of your
          employment (whether or not in breach of local labor laws), your
          right to receive the RSUs and vest in RSUs under the 2006 Plan,
          if any, will terminate effective as of the date that you are no
          longer actively employed and will not be extended by any notice
          period mandated under local law (e.g., active employment would
          not include a period of "garden leave" or similar period pursuant
          to local law); furthermore, in the event of involuntary
          termination of employment (whether or not in breach of local
          labor laws), your right to sell shares of Common Stock that
          converted from vested RSUs after termination of

<PAGE>

          employment, if
          any, will be measured by the date of termination of your active
          employment and will not be extended by any notice period mandated
          under local law.

     (j)  Notwithstanding any provision of this Agreement, the Notice
          of Grant or the 2006 Plan to the contrary, if, at the time
          of your termination of employment with the Corporation,  you are
          a "specified employee" as defined in Section 409A of the Internal
          Revenue Code ("Code"), and one or more of the payments or
          benefits received or to be received by you pursuant to the
          RSUs would constitute deferred compensation subject to Section
          409A, no such payment or benefit will be provided under the RSUs
          until the earliest of (A) the date which is six (6) months
          after  your "separation from service" for any reason, other than
          death or "disability" (as such terms are used in Section
          409A(a)(2) of the Code), (B) the date of your death or
          "disability" (as such term is used in Section 409A(a)(2)(C) of
          the Code) or (C) the effective date of a "change in the ownership
          or effective control" of the Corporation (as such term is used in
          Section 409A(a)(2)(A)(v) of the Code).  The provisions of this
          Section 15(j) shall only apply to the extent required to
          avoid your incurrence of any penalty tax or interest under
          Section 409A of the Code or any regulations or Treasury guidance
          promulgated thereunder.  In addition, if any provision of the
          RSUs would cause you to incur any penalty tax or interest under
          Section 409A of the Code or any regulations or Treasury guidance
          promulgated thereunder, the Corporation may reform such provision
          to maintain to the maximum extent practicable the original intent
          of the applicable provision without violating the provisions of
          Section 409A of the Code.

     (k)  Copies of Intel Corporation's Annual Report to Stockholders
          for its latest fiscal year and Intel Corporation's latest
          quarterly report are available, without charge, at the
          Corporation's business office.


By  your  electronic signature, you and Intel  Corporation  agree
that the RSUs identified in your Notice of Grant are governed  by
the  terms  of this Agreement, the Notice of Grant and  the  2006
Plan.   You further acknowledge that you have read and understood
the terms of the RSUs set forth in this Agreement.

FAILURE TO ELECTRONICALLY SIGN WITHIN 180 DAYS OF THE GRANT  DATE
WILL  RESULT IN CANCELLATION OF THE RSUs (SEE SECTION 2  OF  THIS
AGREEMENT).

</TEXT>
</DOCUMENT>
