Exhibit 10(k)

TEXAS INSTRUMENTS 2003 DIRECTOR COMPENSATION
PLAN 

As Amended October 16,
2008 

SECTION 1. PURPOSE. 

The Texas Instruments 2003 Director
Compensation Plan is designed to attract and retain qualified individuals to
serve as directors of the Company and to increase the proprietary and vested
interest of such directors in the growth and performance of the
Company.

SECTION 2. DEFINITIONS.


As used in the Plan, the following terms
shall have the meanings set forth below:

	(a)	      	“Account”
      means a Cash Account or Stock Unit
      Account established under Section 8 of the Plan.
	 
	(b)		“Administrator”
      means the Board or a committee of
      directors designated by the Board to administer the Plan.
	 
	(c)		“Award”
      means any Option, Restricted Stock Unit
      or other stock-based award under the Plan.
	 
	(d)		“Award Agreement”
      means any written agreement, contract
      or other instrument or document evidencing any Award granted under the
      Plan, which may, but need not, be executed or acknowledged by a
      Director.
	 
	(e)		“Board”
      means the Board of Directors of the
      Company, as constituted from time to time.
	 
	(f)		“Cash Account”
      means the bookkeeping accounts
      established pursuant to Section 8(b)(i) on behalf of each Director who
      elects pursuant to Section 8(b) to have any of his or her Deferred
      Compensation credited to a cash account.
	 
	(g)		“Change in Control”
      means an event when (i) any Person,
      alone or together with its Affiliates and Associates or otherwise, shall
      become an Acquiring Person otherwise than pursuant to a transaction or
      agreement approved by the Board prior to the time the Acquiring Person
      became such, or (ii) a majority of the Board shall change within any
      24-month period unless the election or the nomination for election by the
      Company’s stockholders of each new director has been approved by a vote of
      at least a majority of the directors then still in office who were
      directors at the beginning of the period. For the purposes hereof, the
      terms Person, Affiliates, Associates and Acquiring Person shall have the
      meanings given to such terms in the Rights Agreement dated as of June 17,
      1998 between the Company and Harris Trust and Savings Bank.
      Notwithstanding the foregoing, if a Restricted Stock Unit granted under
      this Plan is or becomes subject to Section 409(A) of the Code, then with
      respect to such Restricted Stock Unit “Change in Control” means a change
      in control event as to the Company, as defined in Section 409(A) of the
      Code and the regulations thereunder.
	 		 
	(h)		“Code”
      means the Internal Revenue Code of
      1986, as amended.


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	(i)	      	“Company”
      means Texas Instruments Incorporated,
      together with any successor thereto.
	 
	(j)		“Deferred Cash
      Compensation” means that portion of any
      Director’s Eligible Compensation that is payable in cash and that he or
      she elects pursuant to Section 8(a) to be deferred in accordance with this
      Plan.
	 
	(k)		“Deferred
      Compensation” means that portion of any
      Director’s Eligible Compensation that he or she elects pursuant to Section
      8(a) to be deferred in accordance with this Plan.
	 
	(l)		“Director”
      means a member of the Board who is not
      an employee of the Company or any subsidiary thereof.
	 
	(m)		“Eligible
      Compensation” means (i) the cash portion of any compensation payable by
      the Company to a Director for his or her services as a Director but shall
      not include any reimbursement by the Company of expenses incurred by a
      Director incidental to attendance at a meeting of the Company’s
      stockholders, the Board, or any committee of the Board, or of any other
      expense incurred on behalf of the Company, (ii) any Restricted Stock Units
      granted by the Company after November 30, 2006, to a Director for his or
      her services as a Director, and (iii) any dividend equivalents paid on
      Restricted Stock Units pursuant to Section 7(b).
	 
	(n)		“Fair Market Value”
      means the closing price of the Shares
      on the date specified (or, if there is no trading on the New York Stock
      Exchange on such date, then on the first previous date on which there is
      such trading) as reported in “New York Stock Exchange Composite
      Transactions” in “The Wall Street Journal” or by WSJ.com or Bloomberg
      L.P., or if unavailable, then by reference to any other source as may be
      deemed appropriate by the Administrator.
	 
	(o)		“G&SR
      Committee” means the Governance and
      Stockholder Relations Committee of the Board or any successor
      committee.
	 
	(p)		“Option”
      means an option granted under Section
      6.
	 
	(q)		“Participant”
      means an individual who has received an
      Award or established an Account under the Plan.
	 
	(r)		“Plan”
      means this Texas Instruments 2003
      Director Compensation Plan.
	 
	(s)		“Post-2004 Account”
      means a Cash Account or Stock Unit
      Account containing amounts earned and deferred on or after January 1,
      2005, and Restricted Stock Units granted after November 30, 2006, the
      receipt of which a Director has elected to defer.
	 
	(t)		“Pre-2005 Account”
      means a Cash Account or Stock Unit
      Account containing amounts earned and deferred prior to January 1,
      2005.
	 
	(u)		“Restricted Stock
      Unit” means a contractual right granted
      under Section 7 that is denominated in Shares, each of which represents a
      right to receive a Share upon the terms and conditions set forth in the
      Plan and the applicable Award Agreement.


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	(v)	      	“Secretary” means the Secretary
      of the Company.
	 
	(w)		“Separation from Service”
      means a termination of services
      provided by a Participant as a member of the Board or of the board of
      directors of any other member of the controlled group of corporations (as
      defined in Section 414(b) of the Code) which includes the Company
      (referred to hereinafter for purposes of this Section 2(w) as the Company,
      and such other controlled group members are referred to as “ERISA
      Affiliates”), whether such termination is voluntary or involuntary, as
      determined by the Administrator in accordance with Treas. Reg.
      §1.409A-1(h). In determining whether a Participant has experienced a
      Separation from Service as a member of the Board or of a board of
      directors of an ERISA Affiliate, the following provisions shall
      apply:
	 
	 		(i)	      	If a Director also
      provides services to the Company or any ERISA Affiliate as an employee at
      the time of his Separation from Service as a member of the Board, the
      services such Participant provides as an employee shall not be taken into
      account in determining whether the Participant has a Separation from
      Service as a Director for purposes of this Plan (provided that this Plan
      is not, at the time of such determination, aggregated under Treas. Reg.
      §1.409A-1(c)(2)(ii) with any plan in which the Participant participates as
      an employee).
	 
	 		(ii)		A Participant shall be
      considered to have experienced a termination of services when the facts
      and circumstances indicate that the Participant, the Company and each
      ERISA Affiliate reasonably anticipate that the Participant will perform no
      further services for the Company or any ERISA Affiliate as a member of the
      Board (or the board of directors of any ERISA Affiliate), and the
      Participant’s term as a member of the Board has expired.
	 
	 		(iii)		If a Director is also
      providing additional services to the Company as an independent contractor,
      he or she cannot have a Separation from Service for purposes of Section
      409A until he or she has separated from service both as a Director and as
      an independent contractor.
	 
	(x)		“Shares”
      shall mean shares of the common stock
      of the Company, $1.00 par value.


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	(y)	      	“Specified
      Employee” means any Participant who is determined to
      be a “key employee” (as defined under Section 416(i) of the Code without
      regard to paragraph (5) thereof) for the applicable period, as determined
      annually by the Administrator in accordance with Treas. Reg. §1.409A-1(i).
      In determining whether a Participant is a Specified Employee, the
      following provisions shall apply:
	 			      	 
			(i)		Identification of
      the individuals who fall within the above-referenced definition of “key
      employee” shall be based upon the 12-month period ending on each December
      31st (referred to below as the “identification date”). In
      applying the applicable provisions of Code Section 416(i) to identify such
      individuals, “compensation” shall be determined in accordance with Treas.
      Reg. §1.415(c)2(a) without regard to (i) any safe harbor provided in
      Treas. Reg. §1.415(c)-2(d), (ii) any of the special timing rules provided
      in Treas. Reg. §1.415(c)-2(e), and (iii) any of the special rules provided
      in Treas. Reg. §1.415(c)-2(g); and
	 
	 		(ii)		Each Participant who
      is among the individuals identified as a “key employee” in accordance with
      part (i) of this Section 2(y) shall be treated as a Specified Employee for
      purposes of this Plan if such Participant experiences a Separation from
      Service during the 12-month period that begins on the April 1st
      following the applicable identification date.
	 
	(z)		“Stock
      Unit Account” means the bookkeeping
      accounts established, pursuant to Section 8(b)(ii), on behalf of each
      Director who elects, pursuant to Section 8(b), to have any of his or her
      Deferred Cash Compensation credited to a stock unit account.
	 
	(aa)		“Unforeseeable Emergency” means
      a severe financial hardship to the Participant resulting from (i) an
      illness or accident of the Participant or the Participant’s spouse,
      beneficiary, or dependent (as defined in Section 152 of the Code, without
      regard to Sections 152(b)(1), (b)(2), and (d)(1)(B) of the Code), (ii)
      loss of the Participant’s property due to casualty, or (iii) other similar
      extraordinary and unforeseeable circumstances arising as a result of
      events beyond the Participant’s control, all as determined by the
      Administrator based on the relevant facts and circumstances and as
      provided for in Treas. Reg. §1.409A-3(i)(3) or any successor
      provision.
	 
	(bb)		“Year”
      means a calendar
  year.



SECTION 3. ELIGIBILITY.

Each Director shall be eligible to defer
Eligible Compensation and to receive Awards under the Plan.

SECTION 4. ADMINISTRATION.


This Plan shall be administered by the
Administrator. Subject to the terms of the Plan and applicable law, the
Administrator shall have full power and authority to: (i) interpret, construe
and administer the Plan and any instrument or agreement relating to, or Award
granted or Accounts established under, the Plan; (ii) establish, amend, suspend
or waive such rules and regulations and appoint such agents as it deems
appropriate for the proper administration of the Plan; and (iii) make any other
determination and take any other action that it deems necessary or desirable for
the administration of this Plan. All decisions of the Administrator shall be
final, conclusive and binding upon all parties, including the Company, the
stockholders and the Directors.

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SECTION 5. SHARES SUBJECT TO THE PLAN.


	(a)	      	Subject to adjustment
      as provided below, the number of Shares available for issuance under the
      Plan shall be 2,000,000 Shares.
	 
	(b)		If, after the
      effective date of the Plan, any Shares covered by an Award or Stock Unit
      Account, or to which such an Award relates, are forfeited, or if such an
      Award or Account otherwise terminates without the delivery of Shares, then
      such Shares, to the extent of any such forfeiture or termination, shall
      again be, or shall become, available for issuance under the
  Plan.
	 
	(c)		In the event that any
      Award granted hereunder is exercised through the delivery of Shares, or in
      the event that withholding tax liabilities arising from such Award are
      satisfied by the withholding of Shares by the Company, the number of
      Shares available for Awards under the Plan shall be increased by the
      number of Shares so surrendered or withheld.
	 
	(d)		Any Shares delivered
      pursuant to an Award or Stock Unit Account may consist, in whole or in
      part, of authorized and unissued Shares or of treasury
Shares.
	 
	(e)		In the event that any
      dividend or other distribution (whether in the form of cash, Shares, other
      securities, or other property), recapitalization, stock split, reverse
      stock split, reorganization, merger, consolidation, split-up, spin-off,
      combination, repurchase or exchange of Shares or other securities of the
      Company, issuance of warrants or other rights to purchase Shares or other
      securities of the Company, or other similar corporate transaction or event
      affects the Shares such that an adjustment is appropriate in order to
      prevent dilution or enlargement of the benefits or potential benefits
      intended to be made available under the Plan, then the Administrator shall
      equitably adjust any or all of (i) the number of outstanding Restricted
      Stock Units, (ii) the number and type of Shares credited to Stock Unit
      Accounts, (iii) the number and type of Shares subject to Options, (iv) the
      exercise price with respect to any Option or, if deemed appropriate, make
      provision for a cash payment to the holder of an outstanding Option, and
      (v) the aggregate limit specified in Section 5(a); provided, however, that
      no fractional Restricted Stock Units or Shares shall be issued or
      outstanding hereunder. Any such adjustment with respect to a “stock right”
      outstanding under the Plan, as defined in Section 409A of the Code, will
      be made in a manner that is intended to avoid imposition of any additional
      tax and penalty under Section 409A.


SECTION 6. OPTIONS. 

After the effective date of this Plan,
each Director will be granted annually an Option to purchase 7,000 Shares. The
Options granted will be nonstatutory stock options not intended to qualify under
Section 422 of the Code and shall have the following terms and
conditions:

	(a)	      	Price and Term of
      Options. The purchase price per share
      of Shares deliverable upon the exercise of each Option shall be 100% of
      the Fair Market Value per share of the Shares on the date the Option is
      granted. In each Year, the effective date for the annual grant of options
      to the Company’s executive officers by the Compensation Committee of the
      Board (or any successor committee) shall be the date Options are granted;
      provided that in any Year in which the Compensation Committee does not
      grant options in connection with the annual compensation review process,
      then the effective date of the first options granted by the Compensation
      Committee in such Year shall be the date Options are granted. Each Option
      shall have a term not to exceed ten years from the date of
  grant.


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	(b)	      	Payment. The Secretary shall
      determine the method or methods by which, and the form or forms,
      including, without limitation, cash, Shares, or other property, or any
      combination thereof, having a Fair Market Value on the exercise date equal
      to the relevant exercise price, in which payment of the exercise price
      with respect to an Option may be made or deemed to have been
    made.
	 
	(c)		Exercisability. Subject to
      Sections 6(d) and 6(e), Options shall become exercisable in four equal
      annual installments commencing on the first anniversary date of the
      grant.
	 
	(d)		Change in
      Control. In the event of a Change in
      Control, the provisions of Sections 6(c) and 6(e) shall not apply (except
      for Section 6(e)(iv)(B), which shall apply) and Options outstanding under
      the Plan shall be immediately exercisable in full and continue to full
      term.
	 
	(e)		Termination of Service as a Director. Except under the circumstances described in Section 6(d), the
      effect of a Participant’s termination of service as a member of the Board
      shall be as follows:
	 
	 		(i)	      	Termination
      for cause: All outstanding Options held by the Participant shall be
      canceled immediately upon termination.
	 
	 		(ii)		Death: All
      outstanding Options held by the Participant shall continue to full term,
      becoming exercisable in accordance with Section 6(c), and shall be
      exercisable by such Participant’s heirs or legal
  representatives.
	 
	 		(iii)		Permanent
      disability, termination after 8 years of service, termination by reason of
      ineligibility to stand for reelection under the Company’s By-Laws: All
      outstanding Options held by the Participant shall continue to full term,
      becoming exercisable in accordance with Section 6(c).
	 
	 		(iv)		Other: For
      any termination other than those specified above, all outstanding Options
      held by the Participant shall be exercisable for 30 days after the date of
      termination, only to the extent that such Options were exercisable on the
      date of termination, except as follows:
	 
	 		 		(A)	      	If the Participant
      dies within 30 days after his or her termination, then such Participant’s
      heirs may exercise the Options for a period of up to one year after the
      Participant’s death, but only to the extent any unexercised portion was
      exercisable on the date of termination.
	 
	 		 		(B)		If the Participant’s
      termination occurs within 30 days before the effective date of a Change in
      Control, then the Change in Control will be deemed to have occurred first
      and the Options outstanding shall be immediately exercisable in full by
      the Participant as of the date of the Change in Control and continue to
      full term.
							   
	(f)		Option Agreement. Each Option granted
      hereunder shall be evidenced by an Award Agreement with the Company, which
      shall contain the terms and provisions set forth herein and shall
      otherwise be consistent with the provisions of the
  Plan.


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SECTION 7. RESTRICTED STOCK
UNITS.

	(a)	      	Grants of
      Restricted Stock Units.
	 
	 		(i)	      	Following
      the effective date of this Plan, each Director shall, effective as of the
      date of such individual’s initial election or appointment to the Board, be
      granted 2,000 Restricted Stock Units.
	 
	 		(ii)		Effective
      November 30, 2006, each Director shall also be granted annually 2,500
      Restricted Stock Units. In each Year, the effective date for the annual
      grant of restricted stock units to the Company’s executive officers by the
      Compensation Committee of the Board (or any successor committee) shall be
      the date Restricted Stock Units are granted; provided that in any Year in
      which the Compensation Committee does not grant restricted stock units in
      connection with the annual compensation review process, then the effective
      date of the first restricted stock units granted by the Compensation
      Committee in such Year shall be the date Restricted Stock Units are
      granted.
	 
	 		(iii)		Each
      Restricted Stock Unit granted pursuant to this Section 7(a) shall be paid
      or settled by the issuance of one Share.
	 
	 		(iv)		Vesting and
      Settlement.
	 
	 		 		(A)	      	Restricted
      Stock Units granted prior to November 30, 2006:
	 
	 		 		 		(1)	      	Vesting.
      Restricted Stock Units granted prior to November 30, 2006, shall vest upon
      the earliest to occur of (I) the member of the Board reaching the age at
      which he or she is ineligible under the Company’s By-Laws to stand for
      reelection to the Board, (II) completion of eight years of service as the
      member of the Board, (III) the death or disability of the member of the
      Board, and (IV) a Change in Control as defined in Section 2(g). In the
      event the recipient of a Restricted Stock Unit terminates Board service
      prior to the events described in (I) or (II) of this Section
      7(a)(iv)(A)(1), for reasons other than death or disability, the
      recipient’s Restricted Stock Units shall terminate and all of the rights,
      title and interest of the recipient thereunder shall be forfeited in their
      entirety.
	   
	 		 		 		(2)		Settlement.
	  
	 		 		 		 		(I)	      	Each Restricted Stock
      Unit granted prior to November 30, 2006, that vests prior to January 1,
      2005, shall be paid or settled upon the termination of the recipient’s
      service as a member of the Board.
	  
	 		 		 		 		(II)		Each Restricted Stock
      Unit granted prior to November 30, 2006, that vests on or after January 1,
      2005, shall be paid or settled upon the recipient’s Separation from
      Service as a member of the Board; provided, however, that no such payment
      or settlement may be made to a Specified Employee before the date that is
      six months after the date of Separation from Service or, if earlier, the
      date of death.


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    	(B)	      	Restricted
      Stock Units granted on or after November 30, 2006:
		 
		 		(1)	      	Vesting and
      Settlement. Subject to Section 7(a)(iv)(B)(2) and subject to a Director’s
      election to defer the settlement of Restricted Stock Units pursuant to
      Section 8, the shares covered by the Restricted Stock Units shall be paid
      or settled as soon as practicable after the fourth anniversary of the date
      of grant.
		 
		 		(2)		Change in
      Control. In the event of a Change in Control, the provisions of Section
      7(a)(iv)(B)(1) and (3) (except (3)(IV)) shall not apply, any election by a
      Director to defer settlement of such Restricted Stock Units pursuant to
      Section 8 shall be cancelled and any such Restricted Stock Units
      outstanding under this Plan shall vest and be paid
  immediately.
		 
		 		(3)		Termination
      of Service as a Director. The effect of a Participant’s termination of
      service as a member of the Board shall be as follows:
		  
		 		 		(I)	      	Death. All outstanding
      Restricted Stock Units held by the Participant shall continue to full term
      subject to the other terms and conditions of this Plan, and shares shall
      be issued to such Participant’s heirs at such times and in such manner as
      if the Participant were still a member of the Board.
		 
		 		 		(II)		Permanent
      disability, termination after 8 years of service, termination by reason of
      ineligibility to stand for reelection under the Company’s
      By-Laws. All outstanding Restricted
      Stock Units held by the Participant shall continue to full term subject to
      the other terms and conditions of this Plan, and shares shall be issued to
      such Participant at such times and in such manner as if the Participant
      were still a member of the Board.
		 
		 		 		(III)		Other.
      For any termination other than those
      specified above, all outstanding Restricted Stock Units held by the
      Participant shall terminate and become void without any shares being
      issued, except as provided in Section 7(a)(iv)(B)(2).
								  
						(IV)		If a Participant’s
      termination of service (other than for cause) occurs within 30 days of a
      Change in Control, then the Change in Control shall be deemed to have
      occurred first and the provisions of Section 7(a)(iv)(B)(2) shall
      apply.


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    	(C)		Restricted Stock Unit Agreement. Each Restricted Stock Unit granted
      under this Section 7(a) shall be evidenced by an Award Agreement with the
      Company, which shall contain the terms and conditions set forth herein and
      shall otherwise be consistent with the provisions of this Plan.
			      	 


	(b)	      	Right to Dividend
      Equivalents. Each recipient of
      Restricted Stock Units under this Plan shall have the right, during the
      period when such Restricted Stock Units are outstanding and prior to the
      termination, forfeiture or payment or settlement thereof, to receive
      dividend equivalents equal to the amount or value of any cash or other
      distributions or dividends payable on the same number of Shares. The
      Company shall accumulate dividend equivalents on each dividend payment
      date and, unless a Director has elected to defer receipt of such dividend
      equivalents pursuant to Section 8, pay such accumulated amounts without
      interest in December of each fiscal year, but no later than March 15 of
      the calendar year following the calendar year in which the related
      dividend is declared.
	  
	(c)		Issuance of
      Shares. A stock certificate or
      certificates shall be registered and issued or other indicia of ownership
      of shares shall be issued, in the name or for the benefit of the holder of
      Restricted Stock Units and delivered to such holder as soon as practicable
      after such Restricted Stock Units have become payable or settleable in
      accordance with the terms of the Plan.


SECTION 8. DEFERRED
COMPENSATION.

	(a)	      	Deferral
      Election. Each Director may elect, with
      respect to any Year, that all or any percentage of his or her Eligible
      Compensation be deferred in accordance with the terms of this
    Plan.
	 
	(b)		Cash
      Compensation Investment Alternatives.
      Each Director may elect that his or her Deferred Cash Compensation for any
      Year be credited to a Cash Account or a Stock Unit Account or to any
      combination thereof.
	 
	 		(i)	      	Cash
      Accounts.
	 
	 		 		(A)	      	The Company shall
      establish and maintain, as appropriate, separate unfunded Cash Accounts
      for each Director who has elected that any portion of his or her Deferred
      Cash Compensation be credited to a Cash Account. Amounts earned and
      deferred prior to January 1, 2005, which a Director has elected to have
      credited to a Cash Account, and interest earned thereon, shall be kept by
      the Company in a separate account (“Pre-2005 Cash Account”). Amounts
      earned and deferred on or after January 1, 2005, which a Director has
      elected to have credited to a Cash Account, and interest earned thereon,
      shall be kept by the Company in a separate account (“Post-2004 Cash
      Account”).


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    	(B)	      	As of the date on
      which any amount of a Director’s Deferred Cash Compensation becomes
      payable, his or her Cash Account shall be credited with an amount equal to
      that portion of such Deferred Cash Compensation as such Director has
      elected be credited to his or her Cash Account.
		 
		(C)		As of the last day of
      each month, interest on each Cash Account shall be credited on the average
      of the balances on the first and last day of such month. Interest shall be
      credited at a rate equivalent to the average yield on corporate bonds
      rated Aaa by Moody’s Investors Service on September 30 of the preceding
      Year (or if there is no such yield reported for such date, then on the
      next preceding date for which such a yield is reported) as published in
      Federal Reserve Statistical Release H.15, or at such other rate that would
      qualify as a “reasonable rate of interest” as defined by Section 409A of
      the Code, as may be determined by the G&SR Committee for each
      Year.
		  


	      
         	(ii)	   	Stock
      Unit Accounts.
		 
		 		(A)	      	The Company
      shall establish and maintain, as appropriate, separate unfunded Stock Unit
      Accounts for each Director who has elected that any portion of his or her
      Deferred Cash Compensation be credited to a Stock Unit Account. Amounts
      earned and deferred prior to January 1, 2005, that a Director has elected
      to have credited to a Stock Unit Account and dividend equivalents
      attributable to those amounts shall be kept by the Company in a separate
      account (“Pre-2005 Stock Unit Account”). Amounts earned and deferred on or
      after January 1, 2005, that a Director has elected to have credited to a
      Stock Unit Account and dividend equivalents attributable to those stock
      units shall be kept by the Company in a separate account (“Post-2004 Stock
      Unit Account”). Amounts shall be credited to such Stock Unit Account as
      follows:
		  
		 		 		(1)	      	As of each date on
      which any amount of a Director’s Deferred Cash Compensation becomes
      payable, his or her Stock Unit Account shall be credited with that number
      of units as are equal to the number of full or fractional Shares as could
      be purchased at the Fair Market Value on the first trading day preceding
      such date with the portion of such Deferred Cash Compensation as such
      Director has elected be credited to his or her Stock Unit
    Account.
		 
		 		 		(2)		As of the payment date
      for each dividend on Shares declared by the Board, there shall be credited
      to each Stock Unit Account that number of units as are equal to the number
      of full or fractional Shares as could be purchased at the Fair Market
      Value on the first trading day preceding the payment date for such
      dividend with an amount equal to the product of: (i) the dividend per
      share, and (ii) the number of units in such Stock Unit Account immediately
      prior to the record date for such dividend.


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	(c)	      	Restricted Stock Units. Each
      Director may elect to defer all or a portion of any Restricted Stock Unit
      granted after November 30, 2006.
	 
	(d)		Dividend
      Equivalents. Each Director may elect to
      defer all or a portion of any dividend equivalents paid on Restricted
      Stock Units granted under the Plan.
	 
	(e)		Time of
      Election. An election to defer all or
      any portion of Eligible Compensation for any Year shall be made in writing
      in the form (“Election Form”) prescribed by the Secretary. The Election
      Form shall contain the Participant’s elections as to the time of
      distribution of any compensation so deferred.
	 
	 		(i)	      	A
      Participant may elect that his or her Pre-2005 Account be distributed at
      the time or times indicated below:
	 
	 		 		(A)	      	Entire balance to be
      distributed immediately after termination of service for any reason other
      than death;
	 
	 		 		(B)		Entire balance to be
      distributed a number of months, as specified by the Participant on the
      Election Form, after termination of service for any reason other than
      death, but not later than ten years following such termination of
      service.
	 
	 		 		(C)		Approximately equal
      monthly installments for a number of months, as specified by the
      Participant on the Election Form, commencing the month after termination
      of service for any reason other than death, provided that distribution
      shall be completed not later than ten years following such termination of
      service.
	 
	 		 		(D)		A percentage of the
      entire balance to be paid on certain dates, with such percentages and
      dates specified by the Participant on the Election Form, provided that
      distribution shall commence no earlier than termination of service for any
      reason other than death, and shall be completed not later than ten years
      following such termination of service.
	 
	 		(ii)		A
      Participant may elect that his or her Post-2004 Account be distributed at
      the time or times indicated below:
	 
	 		 		(A)		Entire balance to be
      distributed immediately after Separation from Service for any reason other
      than death;
	 
	 		 		(B)		Entire balance to be
      distributed a number of months, as specified by the Participant on the
      Election Form, after Separation from Service for any reason other than
      death, but not later than ten years following such Separation from
      Service.
							 
					(C)		Approximately equal
      monthly installments for a number of months, as specified by the
      Participant on the Election Form, commencing the month after Separation
      from Service for any reason other than death, provided that distribution
      shall be completed not later than ten years following such Separation from
      Service.


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	 		 		(D)		A percentage of the
      entire balance to be paid on certain dates, with such percentages and
      dates specified by the Participant on the Election Form, provided that
      distribution shall commence no earlier than Separation from Service for
      any reason other than death, and shall be completed not later than ten
      years following such Separation from Service.
	 
	 		(iii)	      	A
      Participant may revoke an election as to the time of distribution and
      substitute a new election therefore by submitting an Election Form to the
      Secretary in accordance with the following criteria:
	 
	 		 		(A)	      	With respect to his or
      her Pre-2005 Account, any new election must be made at least 12 months
      prior to the date of distribution that would otherwise have been
      applicable; and
	 
	 		 		(B)		With respect to his or
      her Post-2004 Account: (I) any new election regarding the time of
      distribution must result in a minimum of five (5) years’ lapse between the
      currently applicable date and the new date of distribution (as determined
      in accordance with the Regulations under Section 409A of the Code); and
      (II) the election must be made at least twelve (12) months prior to the
      date of distribution that would otherwise have been
  applicable.
	 
	 		(iv)		Except as
      hereinafter provided, to be effective, an Election Form relating to
      payments in a Year or Restricted Stock Units that may be granted in such
      Year must be received by the Secretary on or before December 31 of the
      preceding Year. In the case of a Director’s initial election to the Board,
      the initial Election Form must be received not more than 30 days following
      his or her election to the Board and, if received within such 30- day
      period, the Election Form shall be effective only for Eligible
      Compensation earned after the election becomes irrevocable pursuant to
      Section 8(f). The time of election and the time of distribution shall
      comply in all respects with the applicable requirements of Section 409A of
      the Code.
	 
	(f)	      	Irrevocability of Election. A
      Director’s election to defer all or any portion of his or her Eligible
      Compensation for any Year and a revocation and substitution of an election
      regarding the time of distribution shall be irrevocable upon receipt by
      the Secretary of a completed Election Form from the Director.
	 
	(g)		Form of
      Distributions. (i) Distributions of
      amounts credited to each Participant’s Cash Account shall be made in cash.
      (ii) Distributions of units credited to each Participant’s Stock Unit
      Account shall be made by issuing to such Participant an equivalent number
      of Shares; provided, however, that no fractional shares will be issued and
      any fractional unit will be distributed by payment of cash in the amount
      represented by such fractional unit based on the Fair Market Value on the
      date preceding the date of payment.


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	 		(iii)		Distribution of Shares
      relating to vested Restricted Stock Units the Participant has elected to
      defer shall be made by issuing to such Participant the whole number of
      Shares attributable to such vested Restricted Stock Units; provided,
      however, that no fractional shares will be issued and any fractional unit
      will be distributed by payment of cash in the amount represented by such
      fractional unit based on the Fair Market Value on the date preceding the
      date of payment.
	 
	(h)	      	Time of
      Distributions.
	 
	 		(i)	      	Normal
      Distributions. Except as otherwise
      hereinafter provided, distributions of Deferred Compensation in a
      Participant’s Pre-2005 Account shall be made (A) on the first day of the
      month following such Director’s termination of service on the Board for
      any reason other than death, or (B) at such later time as the Participant
      has elected on his or her Election Form in accordance with the terms of
      this Plan. Except as otherwise hereinafter provided, distributions of
      Deferred Compensation in a Participant’s Post-2004 Account shall be made
      (Y) on the first day of the month following such Participant’s Separation
      from Service on the Board for any reason other than death, or (Z) at such
      later time as the Participant has elected on his or her Election Form in
      accordance with the terms of this Plan.
	 
	 		 		Notwithstanding the
      foregoing, no distribution from a Post-2004 Account may be made to a
      Specified Employee before the date that is six months after the date of
      Separation from Service or, if earlier, the date of death.
	 
	 		(ii)		Early Distributions.
      An earlier distribution may be
      made:
	 
	 		 		(A)	      	For amounts in a Pre-2005
      Account, at the discretion of the Administrator, upon a finding that a
      Participant is suffering a significant financial hardship caused by a
      recent event or events not within such Participant’s control; provided,
      however, that in such event, the cash or shares distributed shall be
      limited to those amounts necessary to accommodate the financial hardship,
      as determined by the Administrator;
	 
	 		 		(B)		For amounts in a Post-2004
      Account, upon a finding that the Participant is suffering from an
      Unforeseeable Emergency, a withdrawal on account of Unforeseeable
      Emergency may not be made to the extent that such emergency is or may be
      relieved (1) through reimbursement or compensation from insurance or
      otherwise, (2) by liquidation of the Participant’s assets, to the extent
      the liquidation of such assets would not cause severe financial hardship,
      or (3) by cessation of deferrals under the Plan.
	 
	 		 		 		Withdrawal because of an
      Unforeseeable Emergency must be limited to the amount reasonably necessary
      to satisfy the emergency need (which may include amounts necessary to pay
      any federal, state, local, or foreign income taxes or penalties reasonably
      anticipated to result from the distribution), as determined by the
      Administrator, in its sole discretion. The Participant must apply in
      writing for a payment upon an “Unforeseeable Emergency,” using the form
      prescribed by the Administrator. The Administrator retains the sole and
      absolute discretion to grant or deny a payment upon an Unforeseeable
      Emergency. In the event of approval of a payment upon an Unforeseeable
      Emergency, the Participant’s outstanding deferral elections under the Plan
      shall be cancelled.


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	(i)	      	Death of
      Participant. Notwithstanding the
      foregoing, in the event of the death of a Participant prior to receipt by
      such Participant of the full amount of cash and number of shares to be
      distributed from the Pre-2005 Account or Post- 2004 Account, all such cash
      and/or shares will be distributed to the beneficiary or beneficiaries
      designated by the Participant, or if no beneficiary has been designated,
      to the Participant’s estate as soon as practicable following the month in
      which the death occurred. Shares to be distributed to the Participant in
      connection with deferred Restricted Stock Units shall also be distributed
      as described in the preceding sentence but in no event earlier than the
      fourth anniversary of the date of grant.
	 
	(j)		Certain Rights
      Reserved by the Company. In the event
      that, pursuant to Section 10, the Company suspends, modifies or terminates
      this Plan, the Company shall have the right to distribute to each
      Participant all amounts in such Participant’s Cash Account or Shares
      equivalent to units in such Participant’s Stock Unit Account, including,
      in the case of Stock Unit Accounts, the right to distribute cash
      equivalent to the units in such Accounts and all Shares attributable to
      vested Restricted Stock Units that a Participant has elected to defer,
      provided that any such suspension, modification or termination may be
      effected without penalty under Section 409A of the Code.
	 
	(k)		Certain
      Affiliations. (i) In the event that any
      Participant terminates his or her membership on the Board and becomes
      affiliated with a government agency or with any private company or firm
      that the G&SR Committee believes to be in competition with the
      Company, the Board may, at its discretion, require a distribution of all
      amounts in any Participant’s Pre-2005 Cash Account or shares equivalent to
      units in such Participant’s Pre-2005 Stock Unit Account. (ii) In the event
      that any Participant terminates his or her membership on the Board and
      becomes affiliated with a government agency, all amounts in any
      Participant’s Post-2004 Cash Account, shares equivalent to units in such
      Participant’s Post-2004 Stock Unit Account and Shares attributable to
      Restricted Stock Units that vested on or after January 1, 2005, that such
      Participant has elected to defer will be distributed to the Participant if
      such payment is necessary to avoid violation of any applicable Federal,
      state, local or foreign ethics or conflict of interest law or if necessary
      to comply with an ethics agreement with the federal
  government.


SECTION 9. OTHER STOCK-BASED
AWARDS.

The Administrator is hereby authorized to
grant to Directors such other Awards (including, without limitation, stock
appreciation rights and rights to dividends and dividend equivalents) that are
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares) as are deemed by the Administrator to be
consistent with the purposes of the Plan. Subject to the terms of the Plan, the
Administrator shall determine the terms and conditions of such Awards. Shares or
other securities delivered pursuant to a purchase right granted under this
Section 9 shall be purchased for such consideration, which may be paid by such
method or methods and in such form or forms, including, without limitation,
cash, Shares, other securities, other Awards, or other property, or any
combination thereof, as the Administrator shall determine, the value of which
consideration, as established by the Administrator, shall not be less than the
Fair Market Value of such Shares or other securities as of the date such
purchase right is granted. The Company intends that such other Awards granted
pursuant to this Section shall comply with Section 409A of the Code if
applicable.

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SECTION 10. AMENDMENT AND TERMINATION.


Except to the extent prohibited by or
inconsistent with applicable law:

	(a)	      	Amendments to the
      Plan. The Board may amend, alter,
      suspend, discontinue or terminate the Plan, including, without limitation,
      the number of shares subject to Awards granted pursuant to Sections 6 and
      7, without the consent of any stockholder, Participant, other holder or
      beneficiary of any Award, or other person; provided, however, that no such
      amendment, alteration, suspension, discontinuation or termination shall be
      made without (i) stockholder approval if such approval is necessary to
      qualify for or comply with any tax or regulatory requirement for which or
      with which the Board deems it necessary or desirable to qualify or comply
      or (ii) the consent of the affected Participant, if such action would
      adversely affect the rights of such Participant under any outstanding
      Award; and provided
      further, that no such amendment or
      alteration shall increase the aggregate number of shares that may be
      issued under the Plan except as provided in Section 5(e). In addition, any
      such amendment shall be in compliance with Section 409A of the Code.
      However, the Company makes no representations or covenants that Awards
      will comply with Section 409A. Notwithstanding any other provision of the
      Plan or any Award Agreement, no such amendment, alteration, suspension,
      discontinuation or termination shall be made that would (1) permit Options
      to be granted with a per Share exercise price of less than the Fair Market
      Value of a Share on the date of grant thereof or (2) except as provided in
      Section 5(e), (x) reduce the exercise price of any Option established at
      the time of grant thereof, (y) be treated as a repricing under U.S.
      generally accepted accounting principles (“GAAP”) or (z) cancel an Option
      at a time when its exercise price is equal to or greater than the Fair
      Market Value of a Share, in exchange for another Option, restricted stock
      unit or other equity, unless such cancellation and exchange occurs in
      connection with a merger, acquisition, spin-off or other similar corporate
      transaction. A cancellation and exchange described in clause (z) of the
      immediately preceding sentence is prohibited regardless of whether the
      option, restricted stock unit or other equity is delivered simultaneously
      with the cancellation and regardless of whether the cancellation and
      exchange is treated as a repricing under GAAP or is voluntary on the part
      of the Participant.
	  
	(b)		Correction of
      Defects, Omissions and Inconsistencies.
      The Administrator may correct any defect, supply any omission, or
      reconcile any inconsistency in the Plan or any Award in the manner and to
      the extent it shall deem desirable to carry the Plan into
  effect.


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SECTION 11. GENERAL
PROVISIONS.

	(a)	      	No Rights of
      Stockholders. Neither a Participant nor
      a Participant’s legal representative shall be, or have any of the rights
      and privileges of, a stockholder of the Company in respect of any Shares
      issuable under the Plan in connection with any Award or Account, in whole
      or in part, unless and until certificates or other indicia of ownership of
      such shares shall have been issued.
	 
	(b)		Limits of Transfer
      of Awards. No Award and no right under
      any such Award, shall be assignable, alienable, saleable or transferable
      by a Participant otherwise than by will or by the laws of descent and
      distribution. During the Participant’s lifetime, rights under an Award
      shall be exercisable only by the Participant, or if permissible under
      applicable law, by the Participant’s guardian or legal
      representative.
	 
	(c)		No Limit on Other
      Compensation Arrangements. Nothing
      contained in the Plan shall prevent the Company from adopting or
      continuing in effect other or additional compensation arrangements, and
      such arrangements may be either generally applicable or applicable only in
      specific cases.
	 
	(d)		Governing
      Law. The validity, construction, and
      effect of the Plan and any rules and regulations relating to the Plan
      shall be determined in accordance with the laws of the State of Delaware
      and applicable federal law.
	 
	(e)		Severability. If any provision
      of the Plan or any Award Agreement is or becomes or is deemed to be
      invalid, illegal, or unenforceable in any jurisdiction, or as to any
      person, Award or Account, or would disqualify the Plan or any Award under
      any law deemed applicable by the Administrator, such provision shall be
      construed or deemed amended to conform to applicable laws, or if it cannot
      be so construed or deemed amended without, in the determination of the
      Administrator, materially altering the intent of the Plan or the Award,
      such provision shall be stricken as to such jurisdiction, person or Award,
      and the remainder of the Plan and any such Award shall remain in full
      force and effect.
	 
	(f)		No Trust or Fund
      Created. Neither the Plan nor any Award
      or Account shall create or be construed to create a trust or separate fund
      of any kind or a fiduciary relationship between the Company and a
      Participant or any other person. To the extent that any person acquires a
      right to receive an Award or Account, or Shares pursuant to an Award or
      Account, from the Company pursuant to this Plan, such right shall be no
      greater than the right of any unsecured general creditor of the
      Company.
	 
	(g)		Accounts
      Unsecured. Until distributed, all
      amounts credited to any Cash Accounts or represented by units credited to
      any Stock Unit Account shall be property of the Company, available for the
      Company’s use, and subject to the claims of general creditors of the
      Company. The rights of any Participant or beneficiary to distributions
      under this Plan are not subject to anticipation, alienation, sale,
      transfer, assignment, or encumbrance, and shall not be subject to the
      debts or liabilities of any Participant or
  beneficiary.


16 





	(h)	      	Withholding. The Company shall
      be authorized to withhold from any Awards granted or any transfer made
      under any Award or under the Plan or from any dividend equivalents to be
      paid on Restricted Stock Units the amount (in cash, Shares, other
      securities, or other property) of any taxes required to be withheld in
      respect of a grant, exercise, payment or settlement of an Award or any
      payment of dividend equivalents under Restricted Stock Units or under the
      Plan and to take such other action as may be necessary in the opinion of
      the Company to satisfy all obligations for the payment of any such
      taxes.
	 
	(i)		No Right to
      Continued Board Membership. The grant
      of an Award or establishment of an Account shall not be construed as
      giving a Participant the right to be retained as a director of the
      Company. The Board may at any time fail or refuse to nominate a
      Participant for election to the Board, and the stockholders of the Company
      may at any election fail or refuse to elect any Participant to the Board
      free from any liability or claim under this Plan or any Award or
      Account.
	 
	(j)		409A
      Compliance. The Company makes no
      representations or covenants that any Award granted or Deferred
      Compensation arrangement maintained under the Plan will comply with
      Section 409A.


SECTION 12. EFFECTIVE DATE OF
PLAN.

The Plan shall be effective as of the date
of its approval by the stockholders of the Company.

SECTION 13. TERM OF THE
PLAN.

No Award shall be granted or compensation
deferred under the Plan after the seventh anniversary of the Effective Date of
the Plan. However, unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Award granted or Account established prior to
the termination of the Plan may extend beyond such date, and the authority of
the Committee to amend, alter, adjust, suspend, discontinue, or terminate any
such Award or Account, or to waive any conditions or rights thereunder, and the
authority of the Board to amend the Plan, shall extend beyond such
date.

17