Exhibit 10(b)(ii)
                                                      -----------------

                                FIRST AMENDMENT
                                      TO
                         TI SUPPLEMENTAL PENSION 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 First Amendment to the TI Supplemental Pension
Plan, which was amended and restated in the entirety effective as of
January 1, 1998.

          This First Amendment to the TI Supplemental Pension Plan shall be
effective January 1, 2000.  Except as hereby amended, the TI Supplemental
Pension Plan, as hereby amended, shall continue in full force and effect.

1.        Section 3-2 is hereby amended and restated in the entirety to read
          as follows:

               "Sec. 3.2.  Payment of  Supplemental Benefit.  Subject to
          Section 3-3, and except to the extent deferred pursuant to the
          Deferred Compensation Plan, 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 benefits under the TI Employees Pension Plan are
          payable in the form of a direct rollover, unless the benefits
          payable under this Plan are deferred pursuant to the terms and
          provisions of the Deferred Compensation Plan, 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.  If only part of the
          Participant's benefit under this Plan are deferred pursuant to the
          terms and provisions of the Deferred Compensation Plan, the
          remaining benefits, after actuarial adjustment to reflect the
          amount deferred, shall be paid in accordance with the preceding
          provisions of this Section 3-2."

2.        Section 3-3 is hereby amended and restated in the entirety to read
          as follows:

               "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,
          provided that all or a part of the benefits payable under this Plan
          may be deferred pursuant to the terms and provisions of the
          Deferred Compensation Plan.  No loans may be made to any
          Participant with respect to benefit accrued under this Plan.
          Except to the extent deferred pursuant to the terms and provisions
          of the Deferred Compensation 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 and the benefits under
          this Plan have not been deferred pursuant to the terms and
          provisions of the Deferred Compensation Plan, payment of
          corresponding benefits under this Plan will be similarly suspended.
          To the extent that a Participant defers payment of benefits under
          this Plan pursuant to the terms and provisions of the Deferred
          Compensation Plan, the Participant shall not be entitled to
          benefits under this Plan, but the corresponding deferred benefits
          shall be payable in accordance with the terms and provision of the
          Deferred Compensation Plan.  In the event that only a part of the
          benefits of the Participant under this Plan are deferred pursuant
          to the Deferred Compensation Plan, the remaining benefits,
          actuarially adjusted to reflect subtraction of the amount so
          deferred, shall be payable in accordance with Section 3-1.
          Actuarial equivalency calculations shall be determined by the
          Administrator, in its sole and absolute discretion.  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."

3.        The first sentence of Section 3-5 is hereby amended to read as
          follows:

          "Except as provided in Section 3-6 below, or except as the
          Participant may defer payment of benefits under this Plan pursuant
          to the terms and provisions of the Deferred Compensation Plan, 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."

4.        Except as hereby amended by this First Amendment to TI
          Supplemental Pension Plan, the TI Supplemental Pension Plan as
          previously amended and restated effective January 1, 1998 is
          hereby ratified.

          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