Exhibit 10(b)(i)
                                                      ----------------

                         TI SUPPLEMENTAL PENSION PLAN


     Texas Instruments Incorporated, a Delaware corporation with its principal
offices in Dallas, Texas, (hereafter "TI" or "the Company") does hereby amend,
restate, and continue the TI Supplemental Pension and Profit Sharing Benefit
Plan and the TI Supplemental Pension and Profit Sharing Benefit Plan II in
part as the TI Supplemental Pension Plan (hereinafter referred to as the
"Plan").

     TI adopted the TI Supplemental Pension and Profit Sharing Benefit Plan
effective as of September 8, 1978, and the TI Supplemental Pension and Profit
Sharing Benefit Plan II as of January 1, 1993. Both such plans were amended
from time to time.  These two supplemental plans supplemented pension benefits
provided under the TI Employees Pension Plan and defined contribution plan
benefits provided under the TI Employees Universal Profit Sharing Plan.  The
provisions of such supplemental plans relevant to, and supplementing pension
benefits under, the TI Employees Pension Plan are hereby amended, restated and
merged into this Plan, effective January 1, 1998.  The supplemental pension
plan obligations accrued under the two prior such supplemental plans will be
provided under this Plan on and after January 1, 1998.

     The provisions of the two supplemental plans relevant to, and
supplementing benefits under, the TI Employees Universal Profit Sharing Plan,
and effective January 1, 1998, the TI Employees Retirement and Profit Sharing
Plan, were amended, restated and merged into the TI Deferred Compensation Plan
(the "Deferred Compensation Plan").

     Following January 1, 1998, the TI Supplemental Pension and Profit Sharing
Benefit Plan and the TI Supplemental Pension and Profit Sharing Plan II, as
amended from time to time, shall not apply to any Employee of any Employer who
has not commenced receipt of benefits under such supplemental plans prior to
January 1, 1998.  The benefits of Employees or Beneficiaries in pay status
prior to January 1, 1998, under such supplemental plans shall continue to be
determined under the provisions of the prior supplemental plans, as
applicable, and not under this Plan.

     This Plan as so amended and restated shall be effective as of January 1,
1998.

     The purpose of the Plan is to restore certain benefits which cannot be
provided under the TI Employees Pension Plan as a result of deferral of
compensation under the Deferred Compensation Plan or by reason of the
application of section 401(a)(17) and/or section 415 of the Internal Revenue
Code of 1986, as amended (the "Code"), to a select group of management and
highly compensated employees, as described in section 201(2) of the Employee
Retirement Income Security Act of 1974 (hereinafter referred to as "ERISA").
With respect to benefits or contributions lost under the TI Employees Pension
Plan by reason of the operation of section 415 of the Code, this Plan is
intended to constitute an "excess benefit plan", as defined in Section 3 of
ERISA, that is exempt from the provisions of ERISA by reason of
section 4(b)(5) of ERISA.


                                   Article I
                         Definitions and Construction


     Whenever used in this Plan, the following words and phrases shall have
the meanings set forth below, unless a different meaning is plainly required
by the context. Unless otherwise indicated by the context, any masculine
terminology when used in the Plan shall also include the feminine gender, and
the definition of any term in the singular shall also include the plural.

     Sec. 1-1.  Administrator.  "Administrator" means the person or persons
from time to time acting under the provisions of Article V hereof.

     Sec. 1-2.  Beneficiary.  "Beneficiary" means the person or persons named
by a Participant who is not married as his or her Beneficiary, co-Beneficiary,
or contingent Beneficiary under the TI Employees Pension Plan.  "Beneficiary"
means, in the case of a married Participant, the spouse of the Participant to
whom the Participant was married at the time of his or her death unless the
Participant has designated another joint annuitant, contingent annuitant,
Beneficiary, co-Beneficiary, or contingent Beneficiary under the TI Employees
Pension Plan, in which case such persons or person shall be the
Beneficiary(ies) under this Plan.

     A person who is an alternate payee under a qualified domestic relations
order may be considered a Beneficiary for purposes of this Plan.

     Sec. 1-3.  Board of Directors.  "Board of Directors" means the Board of
Directors of TI or of any Subsidiary which has adopted this Plan.

     Sec. 1-4.  Code.  "Code" means the Internal Revenue Code of 1986, as
amended from time to time.

     Sec. 1-5.  Compensation Committee.  "Compensation Committee" means the
Compensation Committee of the Board of Directors of TI.

     Sec. 1-6.  Deferred Compensation Plan.  "Deferred Compensation Plan"
means the TI Deferred Compensation Plan.

     Sec. 1-7.  Employee.  "Employee" means any employee of TI or its
Subsidiaries, whether full or part-time.

     Sec. 1-8.  Employer.  "Employer" means Texas Instruments Incorporated
and any other corporation which may become a party to this Plan; provided that
TI shall have sole power to amend or terminate this Plan.

     Sec. 1-9.  ERISA.  "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time.

     Sec. 1-10.  Participant.  "Participant" means both a Participant who is
accruing or has accrued a benefit pursuant to designation under Article III.

     Sec. 1-11.  Plan Year.  "Plan Year" means a calendar year.

     Sec. 1-12.  Subsidiary.  "Subsidiary" means any entity whose assets and
net income are included in the consolidated financial statements of TI and its
subsidiaries audited by TI's independent auditors and reported to shareholders
in the published annual report to shareholders.

     Sec. 1-13.  Termination of Employment.  "Termination of Employment" means
the complete cessation of the employer-employee relationship between TI or any
Subsidiary and a Participant, including a leave of absence from which the
Administrator, in its sole discretion, determines that the Participant is not
expected to return.

     Sec. 1-14.  Construction.  This Plan is not intended to constitute a
"qualified plan" subject to the limitations of section 401(a) of the Code, nor
shall it constitute a "funded plan", for purposes of such requirements.  It is
intended that this Plan shall be exempt from the participation and vesting
requirements of Part 2 of Title I of ERISA, the funding requirements of Part 3
of Title I of ERISA and the fiduciary requirements of Part 4 of Title I of
ERISA by reason of the exclusions afforded plans which are unfunded and
maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees.
If any provision of this Plan is determined to be for any reason invalid or
unforceable, the remaining provisions of this plan shall continue in full
force and effect.  This Plan shall be governing construed in accordance with
the laws of the State of Texas, except to the extent otherwise required by
reference only and are not to be considered in the construction of this Plan.
This Plan is functionally and operationally related to the TI Employees Pension
Plan, and is to be interpreted in a manner consistent with the TI Employees
Pension Plan to provide the benefits contemplated hereunder in a comprehensive
manner.

                                   Article II
                          Eligibility and Participation

     Sec. 2-1.  Eligibility and Participation.  Any Employee shall be eligible
for participation in this Plan, and shall automatically become a Participant
in the event, that, pursuant to the terms of Article III, any amount would be
payable to the Participant under this Plan.   In the event that a Participant
shall have a Termination of Employment prior to becoming vested in any benefit
under the TI Employees Pension Plan, the Participant shall forfeit any benefits
accrued under this Plan.  Conversely, in the event the Participant shall
separate from employment with a vested interest in benefits under the TI
Employees Pension Plan, the Participant shall have a vested interest in the
corresponding benefits under this Plan.  Until a vested Participant has
received payment of all benefits credited to or accrued by the Participant
hereunder, the participation of the Participant in this Plan shall continue.



                                  Article III
                             Supplemental Benefits

     Sec. 3-1.  Supplemental Benefits.  The benefit payable under this Plan to
a Participant shall be the difference between the benefit actually payable
under the TI Employees Pension Plan at the time of computation (and in the
form of benefit for which the computation is made) and the benefit that would
be payable under the TI Employees Pension Plan if:

     (a)  the TI Employees Pension Plan contained no limit on the Compensation
          that may be considered under section 401(a)(17) of the Code (for
          purposes of the calculation and accrual of benefits under the TI
          Employees Pension Plan);

     (b)  "Compensation" for each plan year under the TI Employees Pension
          Plan included amounts electively deferred, if any, by a Participant
          under the Deferred Compensation Plan from earnings that would have
          constituted Compensation for such plan year under the TI Employees
          Pension Plan, had such amounts not be electively deferred and/or, if
          applicable, had section 401(a)(17) of the Code not precluded the
          consideration of such earnings as Compensation (in the absence of
          such deferral); for such purpose, no amounts of "Incentive
          Compensation", as such term is defined in the TI Deferred
          Compensation Plan, shall be considered as Compensation for purposes
          of calculating this benefit (whether or not such Incentive
          Compensation is deferred under the Deferred Compensation Plan; and.

     (c)  the TI Employees Pension Plan contained no limit pursuant to section
          415 of the Code upon the maximum amount of pension that be paid by
          the TI Employees Pension Plan (such as the limits in effect on
          January 1, 1998, under Section 5.12 of the TI Employees Pension
          Plan).

     Sec. 3-2.  Payment of Supplemental Benefit.  Subject to Section 3-3, the
benefit determined pursuant to Section 3-1 shall be paid to the person
entitled thereto as though it were a part of the benefit being paid to such
person under the TI Employees Pension Plan, so that it is payable at the same
time, and in the same form, and subject to the same limits and restrictions
(other than the limitations referenced in subparagraphs (a), (b) and (c) of
Section 3-1) as such person's benefits are subject to under the TI Employees
Pension Plan.  In the event that the benefits under the TI Employees Pension
Plan are payable in the form of a direct rollover, the benefits payable under
this Plan shall be payable as though the benefits under the TI Employees
Pension Plan were payable in the normal form of benefit applicable to such
person.

     Sec. 3-3.  Restrictions.  No benefits accrued under this Plan may be
withdrawn by, or distributed to, a Participant while the Participant remains
employed by the Company or an Affiliate.  No loans may be made to any
Participant with respect to benefits accrued under this Plan.  Benefits
payable under this Plan may not be rolled over or transferred to an individual
retirement account or to any other employee benefit plan.  No distribution
shall be made under this Plan by reason of a distribution under the TI
Employees Pension Plan that is made pursuant to section 401(a)(9) of the Code.
 In the event that payment of benefits under the TI Employees Pension Plan is
suspended, payment of corresponding benefits under this Plan will be similarly
suspended.  Benefits provided under this Plan shall not constitute earnings or
compensation for purposes of determining contributions or benefits under any
other employee benefit plan of the Employers.

     Sec. 3-4.  Taxes.  TI makes no guarantees and assumes no obligation or
responsibility with respect to a Participant's Federal, state, or local
income, estate, inheritance or gift tax obligations, if any, under this Plan.
Any taxes required to be withheld from payment to payees hereunder shall be
deducted and withheld by the Company, benefit provider or funding agent.

     Sec. 3-5.  Assignment.  Except as provided in Section 3-6 below, no
 Participant or Beneficiary of a Participant shall have any right to assign,
pledge, hypothecate, anticipate or in any way create a lien on any amounts
payable hereunder.  No amounts payable hereunder shall be subject to
assignment or transfer or otherwise be alienable, either by voluntary or
involuntary act, or by operation of law, or subject to attachment, execution,
garnishment, sequestration or other seizure under any legal, equitable or
other process, or be liable in any way for the debts or defaults of
Participants and their Beneficiaries.

     Sec. 3-6.  Spousal Claims.  Any claim against any benefits hereunder for
child support, spousal maintenance or alimony shall be treated in the same
manner as would a claim for corresponding benefits under the TI Employees
Pension Plan and shall be subject to all claims provisions and restrictions of
the TI Employees Pension Plan.  The Administrator may delegate the
administration of spousal claims to the Administration Committee under the TI
Employees Pension Plan.

     Sec. 3-7.  Payment in the Event of Legal Disability.  If a Participant or
Beneficiary entitled to distribution from the Plan is under a legal
disability, or in the sole judgment of the Administrator is unable to apply
such distribution to his or her own interest and advantage, the Administrator
may direct the Plan to make such payment, to be expended for his or her
benefit in any one or more of the following ways:

     (a)  directly to such person;

     (b)  such person's legal guardian or conservator; or

     (c)  to such person's spouse or to any person charged with his or her
          support.

     The decision of the Administrator shall in each case be final and binding
upon all persons in interest.  Any such payment shall completely discharge the
obligation of the Administrator, TI and the Plan with respect to such payment.

                                   Article IV
                                     Funding

     Sec. 4-1.  Funding.  Benefits under this Plan shall be funded solely by
the Employers.  Benefits payable under this Plan shall be paid from the general
assets of the Employers and this Plan shall constitute the Employers' unfunded
and unsecured promise to pay such benefits.  Notwithstanding the foregoing, TI
may create reserves, funds, and provide for amounts to be held in trust on
behalf of the Employers under such trust agreements or custodial arrangements
as the Compensation Committee in its absolute and sole discretion deems
appropriate.

     Sec. 4-2.  Creditor Status.  A Participant and his or her Beneficiary or
Beneficiaries shall be general creditors of TI with respect to the payment of
any benefit under this Plan.

                                   Article V
                          Administration of the Plan

    Sec. 5-1.  Administration.  The Administrator shall be charged with the
administration of the Plan and shall have the power and authority as may be
necessary and appropriate for such purposes, including (but not by way of
limitation), the defense of lawsuits and conduct of litigation in the name of
the Plan (subject to the approval of the General Counsel of TI), the full
power and discretion to interpret and construe this Plan where it concerns
question of eligibility or status, and subject to the opportunity for review
of denied claims pursuant to Section 5-5 below, the rights of Participants and
others hereunder, and in general decide any dispute arising under this Plan.
In all such cases the determination of the Administrator shall be final,
conclusive and binding with respect to Participants and Beneficiaries.

     Sec. 5-2.  Number and Selection.  The Plan shall be administered by an
Administrator or Administrators appointed by the Compensation Committee. Each
Administrator shall serve without compensation for services in connection
with the administration of this Plan and TI shall pay the expenses of
administering the Plan.

     Sec. 5-3.  Action by Administrator.

     (a)  If the Administrator is one person, that person shall determine all
actions delegated to the Administrator, except as otherwise provided below.

     (b)  If more than one person is appointed Administrator, all actions of
the Administrator shall be by a majority of the persons so appointed, except
as otherwise provided below. Such actions may be taken at a meeting of the
Administrator or without a meeting by a resolution or memorandum signed by all
the persons then appointed Administrator. No Administrator shall be entitled
to vote or decide upon any matter pertaining to himself or herself
individually but such matter shall be determined by the remaining
Administrator or by a majority of the remaining Administrators, if any, or if
the Administrator is one person, by the Compensation Committee.

     The Administrator may appoint agents, retain legal counsel and other
services, and perform such acts as may be necessary for the proper
administration of the Plan.

     Sec. 5-4.  Recordkeeping.  The Administrator shall maintain records and
data as may be necessary and appropriate for the proper administration of the
Plan and shall determine the amounts distributable to Participants and
Beneficiaries.

     Sec. 5-5.  Rules and Regulations.  The Administrator may adopt and
promulgate such rules and regulations as it may deem appropriate for the
administration of the Plan. The Administrator shall adopt and promulgate
written rules governing claims procedures reasonably calculated to:

(i)  provide adequate written notice to any Participant or other person whose
claim under the Plan has been denied, setting forth the specific reasons for
such denial; and

(ii)  afford a reasonable opportunity to such Participant or other person for
a full and fair review by the Plan Administrator of the decision denying the
claim.

The determination of the Administrator upon such review shall be final and
conclusive.

     Sec. 5-6.  Reliance on Documents.  The Administrator shall be entitled to
rely upon, and shall have no liability in relying upon, any representation
made to it by TI or any officer of TI, or upon any paper or document believed
by it to be genuine and to have been signed or sent by the proper person.

     Sec. 5-7.  Non-Liability.  No member of the Board of Directors, nor
Administrator, nor any officer or employee of TI shall be liable for any act
done or omitted by him or her with respect to the Plan except for his or her
own willful misconduct.

     Sec. 5-8.  Resignation or Removal.  Any Administrator may resign by
giving written notice to the Compensation Committee and may be removed by the
Compensation Committee by giving written notice to the Administrator. Upon the
death, resignation, removal or inability of any Administrator to act as such,
the Compensation Committee may appoint a successor.

     Sec. 5.9.  Information: Overpayment or Underpayment of Benefits.  In
implementing the terms of this Plan the Administrator may, without the consent
of notice to any person, release to or obtain from any entity or other
organization or person information, with respect to any persons, which the
Administrator deems to be necessary for such purpose.  Any Participant or
Beneficiary claiming benefits under this Plan shall furnish to the
Administrator such information as may be necessary to determine eligibility
for and amount of benefit, as a condition of claim to and receipt of such
benefit. The Administrator may adopt, in its sole discretion, whatever rules,
procedures and accounting practices it determines to be appropriate in
providing for the collection of any overpayment of benefits.  If a Participant
or Beneficiary receives an underpayment of benefits, the Administrator shall
direct that immediate payment be made to make up for the underpayment.  If an
overpayment is made to a Participant or Beneficiary for whatever reason, the
Administrator in its sole discretion, may withhold payment of any further
benefits under the Plan until the overpayment has been collected or may
require repayment of benefits paid under this Plan without regard to further
benefits to which the Participant or Beneficiary may be entitled.



                                   Article VI
                               General Provisions

     Sec. 6-1.  Amendment, Termination.  The Compensation Committee of the
Board of Directors of TI may change, amend, modify, alter, or terminate the
Plan at any time and in any manner, prospectively or retroactively, except
that no such amendment, modification, alteration or termination shall be
exercised retroactively to reduce or eliminate the benefit accrued by a
Participant to the date of amendment, modification or termination.  The
Company intends to continue this Plan indefinitely, but nevertheless assumes
no contractual obligation beyond the promise to pay the benefits described in
this Plan.

     Sec. 6-2.  Plan Not an Employment Contract.  The Plan is not an
employment contract. It does not give to any person the right to be continued
in employment, and all Participants remain subject to change of compensation,
transfer, change of job, discipline, layoff, discharge or any other change of
employment status.  Nothing contained in this Plan shall prevent a Participant
or Beneficiary from receiving, in addition to any payments provided for under
this Plan, any payments provided for any other Plan or benefit program of the
Employers, or which would otherwise be payable or distributable to him or her
or his or her surviving spouse or Beneficiary.  Nothing in this Plan shall be
construed as preventing TI or any of its subsidiaries from establishing any
other or different Plans providing for current or deferred supplemental
compensation for employees.

     Sec. 6-3.  Rights of Persons Making Claims.  No Employee, or Participant,
or any person or entity claiming through an Employee or Participant, shall
have any rights whatsoever other than the rights and benefits specifically
granted under this Plan.

     In witness whereof, Texas Instruments Incorporated has caused this
instrument to be executed by its duly authorized officer.

                                     Texas Instruments Incorporated:



                                By:  /s/ RICHARD J. AGNICH
                                     --------------------------------
                                     Richard J. Agnich
                                    Senior Vice President, General Counsel
                                    and Secretary