Exhibit 10(g)

TEXAS INSTRUMENTS EXECUTIVE OFFICER
PERFORMANCE PLAN 

As Amended October 16, 2008


The purpose of the Plan is to promote the
success of the Company by providing performance-based compensation for executive
officers. 

For purposes of the Plan, unless otherwise
indicated, the term “TI” shall mean Texas Instruments Incorporated, “Company”
shall mean TI and its subsidiaries, and “Board” shall mean the Board of
Directors of TI. 

The Plan is intended to provide qualified
performance-based compensation in accordance with Section 162(m) of the Internal
Revenue Code of 1986, as amended, and regulations thereunder (“Code”) and will
be so interpreted. 

Covered Employees 

The executive officers of TI (within the
meaning of Rule 3b-7 under the Securities Exchange Act of 1934 as amended from
time to time) as of March 30 of each calendar year (“performance year”) shall
receive awards under the Plan for such performance year. An individual who
becomes an executive officer after March 30 and on or before October 1 of a
performance year shall receive an award as provided below. 

Administration of Plan 

The Plan shall be administered by a
Committee of the Board which shall be known as the Compensation Committee (the
“Committee”). The Committee shall be appointed by a majority of the whole Board
and shall consist of not less than three directors. The Board may designate one
or more directors as alternate members of the Committee, who may replace any
absent or disqualified member at any meeting of the Committee. A director may
serve as a member or alternate member of the Committee only during periods in
which the director is an “outside director” as described in Section 162(m) of
the Code. The Committee shall have full power and authority to construe,
interpret and administer the Plan. It may issue rules and regulations for
administration of the Plan. It shall meet at such times and places as it may
determine. A majority of the members of the Committee shall constitute a quorum
and all decisions of the Committee shall be final, conclusive and binding upon
all parties, including the Company, the stockholders and the employees.


The Committee shall have the full and
exclusive right to make reductions in awards under the Plan. In determining
whether to reduce any award and the amount of any reduction, the Committee shall
take into consideration such factors as the Committee shall determine.


1 




Expenses of Administration


The expenses of the administration of this
Plan, including the interest provided in the Plan, shall be borne by the
Company.

Amendments 

The Board may, at any time and from time
to time, alter, amend, suspend or terminate the Plan or any part thereof as it
may deem proper and in the best interests of the Company, provided, however,
that no such action shall (i) affect or impair the rights under any award
theretofore granted under the Plan, except that in the case of a covered
employee employed outside the United States the Committee may vary the
provisions of the Plan as it may deem appropriate to conform with local laws,
practices and procedures or (ii) increase the maximum amount of any award above
the amount described below. 

Awards 

Subject to the Committee’s discretion to
reduce such awards, each covered employee shall be entitled to an award for each
performance year equal to 0.5% of the Company’s consolidated income from
continuing operations before (i) provision for income taxes, (ii) awards under
the Plan, (iii) any pretax gain or loss exceeding $25 million recognized for the
year related to divestiture of a business and (iv) any write-off of in process
research and development expenses exceeding $25 million associated with an
acquisition, as determined and reported to the Committee by TI’s independent
auditors (“Consolidated Income”). 

An individual who becomes an executive
officer after March 30 and on or before October 1 of a performance year shall be
entitled to a prorated award for that performance year which shall be 0.5% of
the Company’s Consolidated Income, as defined above, for such performance year
multiplied by a fraction, the numerator of which is the number of complete
calendar quarters of such year following the date on which the individual
becomes an executive officer and the denominator of which is 4. Such prorated
award shall be subject to the Committee’s discretion to reduce awards.


Scope of the Plan 

Nothing in this Plan shall be construed as
precluding or prohibiting the Company from establishing or maintaining other
bonus or compensation arrangements, which may be generally applicable or
applicable only to selected employees or officers. 

Report of Awards; Committee Discretion
to Reduce 

As soon as practicable after the end of
each performance year, TI’s independent
auditors shall
determine and report to the Committee and the Committee shall certify the amount
of each award for that year under the provisions of this Plan. 

2 




The Committee, in its sole discretion,
based on any factors the Committee deems appropriate, may reduce the award to
any covered employee in any year (including reduction to zero if the Committee
so determines). The Committee shall make a determination of whether and to what
extent to reduce awards under the Plan for each year at such time or times
following the close of the performance year as the Committee shall deem
appropriate. The reduction in the amount of an award to any covered employee for
a performance year shall have no effect on the amount of the award to any other
covered employee for such year. 

Payment of Awards 

Except to the extent deferred pursuant to
the terms and provisions of the TI Deferred Compensation Plan or as provided in
the next paragraph, awards and any installments thereof shall be paid in a cash
lump sum as soon as practicable after the amount of the awards has been
determined, but in no event later than March 15 of the year following the
performance year. 

The Committee may direct the awards to the
covered employees or any of them for any year to be paid in a single amount or
in installments of equal or varying amounts or may defer payment of any awards
and may prescribe such terms and conditions concerning payment of awards as it
deems appropriate, including completion of specific periods of employment with
the Company, provided that such terms and conditions are not more favorable to a
covered employee than those expressly set forth in the Plan. In the event the
Committee designates a time or form of payment of any award different from the
time and form specified in the preceding paragraph, the Committee’s designation
shall be in writing and made not later than a time that will meet the
requirements of Treas. Reg. Section 1.409A-2(a)(2). The Committee may determine
that interest will be payable with respect to any payment of any award. The
Committee may at any time amend any such direction or amend or delete any such
terms and conditions if the Committee deems it appropriate, provided that any
such change will be made in a manner that will meet the requirements for
subsequent elections of Treas. Reg. Section 1.409A-2(b) and no such change shall
accelerate any payment except as permitted by Section 409A of the Code. The
Committee’s actions under this paragraph shall be subject to and in accordance
with the rules governing qualified performance based compensation in Section
162(m) of the Code. 

Payments of awards to covered employees
who are employees of subsidiaries of the Company shall be paid directly by such
subsidiaries. 

3