Exhibit 10(a)(iii)
                                                      ------------------

                               SECOND AMENDMENT
                                  TO RESTATED
                         TI DEFERRED COMPENSATION PLAN


          TEXAS INSTRUMENTS INCORPORATED, a Delaware corporation with its
principal offices in Dallas, Texas (hereinafter referred to as "TI" or the
"Company") hereby adopts this Second Amendment to the restated TI Deferred
Compensation Plan.

          This Second Amendment to the restated TI Deferred Compensation Plan
shall be effective as of the dates indicated below.  Except as hereby amended
by this Second Amendment to the restated TI Deferred Compensation Plan, the
Plan, as previously amended, shall continue in full force and effect.

     1.     Effective January 1, 2000, a new Section 1-6A is hereby
            added, to appear between Section 1-6 and Section 1-7 of the
            Plan.  The new Section 1-6A shall read as follows:

            "Sec. 1-6A.  Cash Profit Sharing Compensation.  "Cash
            Profit Sharing Compensation" means the cash profit sharing
            bonus payable for a Plan Year under the Company's cash
            profit sharing bonus program, as amended from time to time,
            and any successor to that program."

     2.     Effective January 1, 2000, Section 1-9(i) is hereby amended in
            the entirety to read as follows:

            "(i)  All Compensation, Cash Profit Sharing Compensation or
                  Incentive Compensation deferred pursuant to Section
                  3-2 hereof; and"

     3.     Effective January 1, 2000, a new Section 1-21A is hereby added,
            to appear between Section 1-21 and Section 1-22 of the Plan.  The
            new Section 1-21A shall read as follows:

            "Sec. 1-21A.  Supplemental Plan Cashout.  "Supplemental
            Plan Cashout" means the supplemental benefit amount
            credited to the Participant's Deferred Compensation Account
            pursuant to Section 3-2(iii) and no longer payable under
            the TI Supplemental Pension Plan."

     4.     Effective January 1, 2000, a new Section 3-2(ii) is hereby added,
            and Section 3-2(ii), as it appears before this Second Amendment,
            is hereby renumbered as Section 3-2(iv).  The new Section 3-2(ii)
            shall read as follows:

            "(ii)  A Designated Employee who elects to participate in a
                   Deferred Compensation Account may, during the
                   Election Period, elect to defer into the Deferred
                   Compensation Account no more than 90% of the
                   Designated Employee's Cash Profit Sharing
                   Compensation payable in the next Plan Year.  A
                   Participant's election to defer Cash Profit Sharing
                   Compensation during any succeeding Plan Year is
                   irrevocable and shall become effective as of the
                   first month of the Plan Year immediately following
                   such Election Period."

     5.     A new Section 3-2(iii) is hereby added, between the new Section
            3-2(ii) added by the preceding paragraph and Section 3-2(iv), as
            renumbered by the preceding paragraph.  The new Section 3-2(iii)
            shall read as follows:

            "(iii)  A Designated Employee who elects to participate in
                    a Deferred Compensation Account may elect to defer
                    a Supplemental Plan Cashout to be credited to the
                    Designated Employee Participant's Account.  The
                    deferral election for such deferral must be given
                    not later than the calendar year preceding the
                    calendar year in which the Designated Employee
                    shall retire (or be subject to any other event
                    creating an entitlement to payment) under the TI
                    Employees Pension Plan."

     6.     Effective January 1, 2000, Section 3-2(iv) (renumbered by
            paragraph 4 above) is hereby amended in the entirety to read as
            follows:

            "(iv)  A Designated Employee who elects to participate in a
                   Deferred Compensation Account may, at any time,
                   elect to defer into the Deferred Compensation
                   Account no more than 25% of the Designated
                   Employee's Compensation (exclusive of Incentive
                   Compensation and Cash Profit Sharing Compensation)
                   during a Plan Year.  An election for deferral of
                   Compensation other than Incentive Compensation, Cash
                   Profit Sharing Compensation and/or a Supplemental
                   Plan Cashout shall become effective as of the pay
                   period immediately following the pay period in which
                   the election was made and shall remain in effect
                   until changed by a subsequent election, which shall
                   not be effective until the pay period immediately
                   following the pay period in which the subsequent
                   election was made."

     7.     Effective January 1, 2000, the final paragraph of Section 3-2 is
            hereby amended in the entirety to read as follows:

            "The Employer of a Designated Employee Participant shall
            credit to the Designated Employee Participant's Deferred
            Compensation Account the amount of Compensation (exclusive
            of Incentive Compensation, Cash Profit Sharing Compensation
            and/or a Supplemental Plan Cashout) the Participant has
            elected to defer, and the amount of Cash Profit Sharing
            Compensation, Incentive Compensation and/or Supplemental
            Plan Cashout the Participant has elected to defer.  Such
            amounts shall be credited as of the date the compensation
            so deferred would otherwise have been paid to the
            Participant in the absence of the Participant's deferral
            election."

     8.     Effective October 1, 1999, new subparagraphs (d), (e) and (f)
            shall be added to Section 3-6(iii), to follow subparagraph
            3-6(iii)(c).  The word "or" is deleted following the semicolon at
            the end of Section 3-6(iii)(b), and a semicolon is inserted in
            lieu of the period ending Section 3-6(iii)(c).  The new
            subparagraphs shall read as follows:

            "(d) lump sum payable upon the date on which the
                 Participant attains the age of 60 years;

            (e)  a lump sum payable on the date on which the
                 Participant attains the age of 65 years; or

            (f)  a lump sum payable on the date on which the
            Participant attains the age of 701/2 years."

     9.     Effective January 1, 1998, a new Section 3-7(vi) is hereby added,
            to follow Section 3-7(v).  The new Section 3-7(vi) shall read as
            follows:

            "(vi)  Distributions and withdrawals under Article III
                   shall be made by check or wire transfer of cash and
                   may be made through a paying agent or recordkeeper
                   selected by the Administrator."

    10.     Except as amended by this Second Amendment, the Company hereby
            ratifies the Plan as last amended and restated effective January
            1, 1998, and as amended thereafter.  Attached hereto as an Annex
            is a copy of the Plan reflecting the Plan as it shall read after
            incorporation of the amendments made through this Second
            Amendment and all preceding amendments, and reflecting the
            provisions in effect as of January 1, 2000.

          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