AMENDMENT NO. 2 TO
                           RAMTRON INTERNATIONAL CORPORATION
                          1989 NONSTATUTORY STOCK OPTION PLAN

Ramtron International Corporation's 1989 Nonstatutory Stock Option Plan (the
"Plan") shall be amended as follows:

The text of Section 10 of the Plan, entitled "Nontransferability of Options,"
is hereby deleted in its entirety.

A new sub-section is hereby inserted as Section 10 to read in its entirety as
follows:

     "Nontransferability of Options.  Options granted under this Plan may not
     be sold, pledged, assigned, hypothecated, gifted, transferred or disposed
     of in any manner, either voluntarily or involuntarily by operation of
     law, other than by will, by the laws of descent and distribution, or in
     accordance with the following exceptions.

     Notwithstanding the foregoing, an Option granted under the 1989 Plan may
     be transferred by the optionee between spouses, incident to a divorce, in
     which case the option is only exercisable by the spouse to whom the
     option is transferred, to a trust or trusts established for the exclusive
     benefit of solely one or more members of his or her "immediate family,"
     or transfers to a partnership in which optionee's immediate family, as
     defined in the 1989 Plan, are the only partners and is exercisable only
     by the optionee or his or her legal guardian during the lifetime of the
     optionee or, in the event of death of the optionee, by the estate of the
     optionee or by a person who acquires the rights to exercise the option by
     bequest or inheritance.  Any Option held by the transferee will continue
     to be subject to the same terms and conditions that were applicable to
     the Option immediately prior to the transfer, except that the Option will
     be transferable by the transferee only by will or the laws of descent and
     distribution.  For purposes hereof, "immediate family," means the
     optionee's children, stepchildren, grandchildren, parents, stepparents,
     grandparents, spouse, siblings (including half brothers and sisters),
     in-laws, and relationships arising because of legal adoption."

     Director's Options granted under the Plan shall be transferable only (i)
     by Will or the laws of descent and distribution and (ii) by the Director
     between spouses incident to a divorce, in which case the option is only
     exercisable by the spouse to whom the option is transferred, to a trust
     or trusts established for the exclusive benefit of solely one or more
     members of his or her "immediate family," or transfers to a partnership
     in which optionee's immediate family, as defined in the plan, are the
     only partners and is exercisable only by the optionee or his or her legal
     guardian during the lifetime of the optionee or, in the event of death of
     the optionee, by the estate of the optionee or by a person who acquires
     the rights to exercise the option by bequest or inheritance.  Any Option
     held by the transferee will continue to be subject to the same terms and
     conditions that were applicable by the Option immediately prior to the
     transfer, except that the Option will be transferable by the transferee
     only by will or the laws of descent and distribution.  For purposes
     hereof, "immediate family," means the Director's children, stepchildren,
     grandchildren, parents, stepparents, grandparents, spouse, siblings
     (including half brothers and sisters), in-laws, and relationships arising
     because of legal adoption.

Dated:  July 25, 2000