(FORTUNE Magazine) – Suppose Intel's legendary chairman has invited you to become one of the company's eight outside directors. Here's the deal: You'll put in about 300 hours per year, plus travel time--nearly double the hours of a typical FORTUNE 500 director. The pay, however, is only average: $60,000 a year, more if you draw an especially demanding assignment, like chairing the audit committee. You also get Intel stock options --the typical yearly grant recently has been 15,000 shares.

Tempting as it may sound, by boardroom standards, says director David Pottruck, "it's an awful lot of work, and the busiest directors can feel like they're working for minimum wage." So why have the high-wattage people on this page taken the job? Prestige and power, obviously. But there's more to it, says former SEC commissioner Joe Grundfest: "It's creative and intellectually rewarding work--along with the opportunity to work with someone like Andy."

INSIDE DIRECTORS

ANDREW S. GROVE, 67 Chairman, former CEO

**Director since 1974 **Intel compensation in 2003: $1.3 million plus 100,000 options **Intel shares beneficially owned: 11,146,006; current value: $278.7 million

Craig R. Barrett, 64 CEO

**Director since 1992 **Intel compensation in 2003: $2.3 million plus 1,350,000 options **Intel shares beneficially owned: 5,736,150; current value: $143.4 million

Paul S. Otellini, 53 President

**Director since 2003 **Intel compensation in 2003: $1,294,800 plus 900,000 options **Intel shares beneficially owned: 1,982,237; current value: $49.5 million

OUTSIDE DIRECTORS

D. James Guzy, 68 Chairman of Arbor Co., a Silicon Valley investment limited partnership

**Director since 1969 **Intel compensation: $70,000 plus options **Intel shares beneficially owned: 10,457,352; current value: $261.4 million

David B. Yoffie, 49 Lead independent director Professor, Harvard Business School

**Director since 1989 **Intel compensation: $90,000 plus options **Intel shares beneficially owned: 316,400; current value: $7.9 million

Jane E. Shaw, 65 Chairman of audit committee Chairman and CEO of Aerogen

**Director since 1993 **Intel compensation: $80,000 plus options **Intel shares beneficially owned: 288,512; current value: $7.2 million

On performance reviews:

"Going for my annual director's performance review with Andy makes my knees knock. No matter how hard you've worked or if you think you've done well, he always says, 'Yeah, you did better this year, but you can do better next.' He constantly drives you to do better for the company."

E. John P. Browne, 56 CEO of BP PLC

**Director since 1997 **Intel compensation: $60,000 plus options **Number of Intel shares beneficially owned: 101,600; current value: $2.5 million

David S. Pottruck, 55 Former CEO of Charles Schwab Corp.

**Director since 1998 **Intel compensation: $70,000 plus options **Intel shares beneficially owned: 104,350; current value: $2.6 million

On the board's role:

"Second-guessing management isn't productive. Our job is not so much about approval but about testing the conviction and depth of thinking of management."

Reed E. Hundt, 56 Advisor to McKinsey & Co.; venture partner of Benchmark Capital

**Director since 2001 **Intel compensation: $70,000 plus options **Intel shares beneficially owned: 55,000; current value: $1.4 million

John L. Thornton, 50 Professor, Tsinghua University in Beijing

**Director since 2003 **Intel compensation: $70,000 plus options **Intel shares beneficially owned: None

On Intel's culture:

"On many if not most boards, the candid conversation takes place outside the boardroom. That's not the case at Intel."

Charlene Barshefsky, 53 Senior international partner at Wilmer Cutler Pickering, a law firm

**Director since January 2004 **Intel compensation: $60,000 plus options **Intel shares beneficially owned: None

Gordon E. Moore, 75 Chairman emeritus of Intel Corp.

***Director since 1968 **Intel compensation: None **Intel shares beneficially owned: 175,247,557; current value: $4.38 billion