Stockholder William Steiner, owner of $2,000 or more of Intel common stock, proposes the following resolution:

6—Cumulative Voting

RESOLVED: Cumulative Voting. Stockholders recommend that our Board take the steps necessary to adopt cumulative voting. Cumulative voting means that each stockholder may cast as many votes as equal to number of shares held, multiplied by the number of directors to be elected. A stockholder may cast all such cumulated votes for a single candidate or split votes between multiple candidates. Under cumulative voting stockholders can withhold votes from certain poor-performing nominees in order to cast multiple votes for others.

Supporting Statement

Statement of William Steiner

Cumulative voting won 54%-support at Aetna and greater than 51%-support at Alaska Air in 2005 and in 2008. It also received greater than 53%-support at General Motors (GM) in 2006 and in 2008. The Council of Institutional Investors www.cii.org recommended adoption of this proposal topic. CalPERS also recommend a yes-vote for proposals on this topic.

Cumulative voting allows a significant group of stockholders to elect a director of its choice—safeguarding minority stockholder interests and bringing independent perspectives to Board decisions.

The merits of this Cumulative Voting proposal should also be considered in the context of the need for improvements in our company's corporate governance and in individual director performance. For instance in 2008 the following governance and performance issues were identified:

• The Corporate Library (TCL) www.thecorporatelibrary.com an independent investment research firm rated our company:
  
  "D" in Overall Board Effectiveness
  "High Governance Risk Assessment."
  "Very High Concern" in executive pay.
• Two Directors were designated "Problem Directors" by The Corporate Library:
  
  Carol Bartz due to her involvement with the New York Stock Exchange board during "Dick" Grasso's tenure.
  Reed Hundt due to his involvement with Allegiance Telecom and its bankruptcy.
• Our Lead Director, David Yoffie, had 19-years Intel director tenure—Independence concern.
• Our directors also served on 8 other boards rated "D" or "F" by the Corporate Library:
  

  John L. Thornton	Ford (F)
  John L. Thornton	News Corporation (NWS) F-rated
  James Plummer	International Rectifier (IRF)
  James Plummer	Leadis Technology (LDIS)
  Charlene Barshefsky	Estee Lauder (EL)
  Carol A. Bartz	Autodesk (ADSK)
  Susan L. Decker	Costco (COST)
  Jane E. Shaw	McKesson (MCK)

• On the other hand 5 directors served on no other significant corporate boards—Experience concern.
• Nine of the 12 seats on our three key board committees were held by directors who served on D-rated boards were involved with accelerated vesting, had too much tenure or were "Problem Directors."
• We had no stockholder right to:
  
  Cumulative voting.
  Act by written consent.
  Vote on executive pay
  An Independent Chairman
• Our management should show that it has the leadership initiative to adopt Board accountability items such as the above instead of leaving it to stockholders to take the initiative in proposing improvements.

The above concerns shows there is need for improvement. Please encourage our board to respond positively to this proposal:

Cumulative Voting
Yes on 6

Board of Directors' Response

In summary, Intel believes that cumulative voting is contrary to the objective of its Bylaws providing for majority voting in the election of directors and is inconsistent with its other strong governance practices.

Supporting Discussion

The Board of Directors has considered this proposal and believes that it would be inappropriate and unnecessary to adopt cumulative voting, since Intel already has a majority voting standard in place, and there are negative governance implications to cumulative voting in general, and cumulative voting plus majority voting in particular. Cumulative voting is a tool whose primary use is to ensure that a minority faction of investors can place its representatives on the Board of Directors. Intel does not have any identified faction of investors seeking Board representation, nor has it received any requests for adoption of cumulative voting other than this stockholder proposal. This proposal was sent to Intel without any prior contact by the proponent, who thereafter refused to negotiate or otherwise discuss the matter with company representatives.

Intel has strong governance provisions and practices in place, as described elsewhere in this proxy statement and in our Corporate Governance Guidelines, and a long-standing reputation for being responsive to stockholder concerns. In fact, a January 2009 article in the RiskMetrics Group's publication Risk & Governance Weekly stated that Intel "has a record as a governance pioneer."

Intel was one of the first U.S. companies to adopt a majority voting standard in uncontested director elections, and was perhaps the first Fortune 100 company to place the requirement in its Bylaws. Intel adopted a majority voting standard to further underscore our focus on corporate governance and provide for a greater level of accountability of directors to stockholders. Intel's majority voting standard reinforces directors' accountability to all stockholders by providing that a director nominee may be elected only if he or she is supported by stockholders owning a majority of the shares that vote on the election of that director.

The Board believes that implementing cumulative voting, as requested in the proposal, is incompatible with the objectives of a majority voting standard, because cumulative voting enables stockholders owning a minority of shares to elect a director to the Board. The Board believes that each director should be elected only if the director receives a majority of the votes cast, with each share having one vote, and that each director should represent the interests of all stockholders, rather than the interests of a minority stockholder or special constituency that can "cumulate" its votes. Because the Board believes that cumulative voting and majority voting in director elections serve conflicting objectives, if stockholders vote to adopt cumulative voting, the Board will view it as a vote against Intel's current majority voting standard.

Additionally, the Board believes that cumulative voting has negative corporate governance implications. Specifically, as a corollary of allowing a minority of stockholders to elect a director, under cumulative voting directors can be removed only by a super-majority vote of stockholders. The Board views super-majority voting standards as a poor governance practice. Accordingly, in 2006 the Board recommended, and stockholders approved, amending Intel's Certificate of Incorporation to remove a number of super-majority provisions. Finally, the adoption of cumulative voting would be inconsistent with the practice at most other public companies, as fewer than 10% of S&P 500 companies currently provide for cumulative voting.