Exhibit 10(f)

TEXAS INSTRUMENTS
2003 LONG-TERM INCENTIVE PLAN

As Amended October
16, 2008

     SECTION 1. Purpose.

     The Texas Instruments 2003 Long-Term
Incentive Plan is designed to enhance the ability of the Company to attract and
retain exceptionally qualified individuals and to encourage them to acquire a
proprietary interest 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) “Affiliate” shall mean
(i) any entity that, directly or indirectly, is controlled by the Company or
(ii) any entity in which the Company has a significant equity interest, in
either case as determined by the Committee.

     (b) “Award” shall mean any
Option, award of Restricted Stock, Restricted Stock Unit, Performance Unit or
Other Stock-Based Award granted under the Plan.

     (c) “Award Agreement” shall
mean 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 Participant.

     (d) “Board” shall mean the
board of directors of the Company.

     (e) “Code” shall mean the
Internal Revenue Code of 1986, as amended from time to time.

     (f) “Committee” shall mean a
committee of the Board designated by the Board to administer the Plan. Unless
otherwise determined by the Board, the Compensation Committee of the Board shall
be the Committee under the Plan.

     (g) “Company” shall mean
Texas Instruments Incorporated, together with any successor
thereto.

     (h) “Exchange Act” shall mean
the Securities Exchange Act of 1934 as amended from time to
time.

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     (i) “Executive Officer” shall
mean an individual who is an executive officer of the Company as defined by Rule
3b-7 under the Exchange Act.

     (j) “Fair Market Value” shall
mean, with respect to any property (including, without limitation, any Shares or
other securities) the fair market value of such property determined by such
methods or procedures as shall be established from time to time by the
Committee.

     (k) “Incentive
Stock Option” shall mean an option that meets the requirements of
Section 422 of the Code, or any successor provision thereto.

     (l) “Inducement
Award” shall mean an Award granted to an individual to induce such
individual to accept employment with the Company or an Affiliate to provide
services to the Company or an Affiliate.

     (m) “Management”
shall mean all (i) officers of the Company, including Executive Officers, and
(ii) employees of the Company in Pay Range 1 and 2.

     (n) “Option” shall
mean an option granted under Section 6.

     (o) “Other Stock-Based Award”
shall mean any right granted under Section 9.

     (p) “Participant” shall mean
an individual granted an Award under the Plan.

     (q) “Performance Unit” shall
mean any right granted under Section 8.

     (r) “Plan” shall mean this
Texas Instruments 2003 Long-Term Incentive Plan.

     (s) “Restricted Stock” shall
mean any Share granted under Section 7.

     (t) “Restricted Stock Unit”
shall mean a contractual right granted under Section 7 that is denominated in
Shares, each of which represents a right to receive the value of a Share (or a
percentage of such value, which percentage may be higher than 100%) upon the
terms and conditions set forth in the Plan and the applicable Award
agreement.

     (u) “Shares” shall mean
shares of the common stock of the Company, $1.00 par value.

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     (v) “Substitute Awards” shall
mean Awards granted in assumption of, or in substitution for, outstanding awards
previously granted by a company acquired by the Company or with which the
Company combines.

     SECTION 3. Eligibility.

     (a) Any non-Management individual
who is employed by the Company or any Affiliate, and any individual who provides
services to the Company or any Affiliate as an independent contractor shall be
eligible to be selected to receive an Award under the Plan.

     (b) An individual who has agreed to
accept non-Management employment by, or to provide services to, the Company or
an Affiliate shall be deemed to be eligible for Awards hereunder as of the date
of such agreement.

     (c) Directors are not eligible to
receive Awards hereunder.

     (d) Holders of options and other
types of equity-based awards granted by a company acquired by the Company or
with which the Company combines are eligible for grant of Substitute Awards
hereunder in connection with such acquisition or combination transaction,
provided that such holders are not Management or Directors at the time of
grant.

     (e) Awards may be granted to the
trustee of a trust or the appropriate legal representative of a similar entity
or arrangement established for the benefit of the individuals specified in
paragraphs (a), (b) and (d) above, if necessary to realize tax, accounting,
regulatory or other benefits in a jurisdiction other than the United
States.

     SECTION 4. Administration.

     (a) The Plan shall be administered
by the Committee. The Committee shall be appointed by the 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. The Committee 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.

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     (b) Subject to the terms of the Plan
and applicable law, the Committee shall have full power and authority to: (i)
designate Participants; (ii) determine the type or types of Awards (including
Substitute Awards) to be granted to each Participant under the Plan; (iii)
determine the number of Shares to be covered by (or with respect to which payments, rights,
or other matters are to be calculated in connection with) Awards; (iv) determine
the terms and conditions of any Award, including, but not limited to, the
inclusion of a provision for the recovery of profits realized from the exercise
of an Award if the Participant competes with the Company or becomes employed by
a competitor of the Company; (v) determine whether, to what extent, and under
what circumstances Awards may be settled or exercised in cash, Shares, other
securities, other Awards, or other property, or canceled, forfeited or
suspended, and the method or methods by which Awards may be settled, exercised,
canceled, forfeited or suspended; (vi) determine, consistent with Section 10(f),
whether, to what extent, and under what circumstances cash, Shares, other
securities, other Awards, other property, and other amounts payable with respect
to an Award under the Plan shall be deferred either automatically or at the
election of the holder thereof or of the Committee; (vii) interpret and
administer the Plan and any instrument or agreement relating to, or Award made
under, the Plan; (viii) establish, amend, suspend or waive such rules and
regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; (ix) determine whether and to what extent Awards
should comply or continue to comply with any requirement of statute or
regulation, adopt rules, procedures, and sub-plans to the Plan relating to the
operation and administration of the Plan to accommodate the specific
requirements of local laws and procedures in foreign jurisdictions; and (x) make
any other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan.

     (c) All decisions of the Committee
shall be final, conclusive and binding upon all parties, including the Company,
the stockholders and the Participants.

     SECTION 5. Shares Available
for Awards.

     (a) Subject to adjustment as
provided below, the number of Shares available for issuance under the Plan shall
be 240,000,000 shares.

     (b) Any Shares underlying Substitute
Awards or Inducement Awards shall not be counted against the Shares available
for issuance under the Plan.

     (c) If, after the effective date of
the Plan, any Shares covered by an Award (other than a Substitute Award or an
Inducement Award), or to which such an Award relates, are forfeited, or if such
an Award otherwise terminates without the delivery of Shares or of other
consideration or without delivery of the full number of shares underlying such
Award, then the Shares covered by such Award, or to which such Award relates, to
the extent of any such forfeiture or termination, shall again be, or shall
become, available for issuance under the Plan.

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     (d) In the event that any Option or
other Award granted hereunder (other than a Substitute Award or an Inducement
Award) is exercised through the delivery of Shares, or in the event that
withholding tax liabilities arising from such Option or 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.

     (e) Any Shares delivered pursuant to
an Award may consist, in whole or in part, of authorized and unissued Shares or
of treasury Shares.

     (f) 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 Committee shall equitably adjust any or all of (i) the number and type
of Shares (or other securities or property) which thereafter may be made the
subject of Awards, (ii) the number and type of Shares (or other securities or
property) subject to outstanding Awards, and (iii) the grant, purchase, or
exercise price with respect to any Award or, if deemed appropriate, the
Committee may make provision for a cash payment to the holder of an outstanding
Award; provided, however, that the number of Shares subject to any Award
denominated in Shares shall always be a whole number. Any such adjustment with
respect to a “stock right” outstanding under the Plan, as defined in Section
409A of the Code, shall be made in a manner that is intended to avoid the
imposition of any additional tax or penalty under Section
409A.

     SECTION 6. Options.

     The Committee is hereby authorized
to grant Options to eligible individuals as designated in Section 3 with the
following terms and conditions and with such additional terms and conditions, in
either case not inconsistent with the provisions of the Plan, as the Committee
shall determine:

     (a) The purchase price per Share
under an Option shall be determined by the Committee; provided,
however, that, except in the case of Substitute Awards, such purchase
price shall not be less than the Fair Market Value of a Share on the date of
grant of such Option.

     (b) The term of each Option shall be
fixed by the Committee.

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     (c) The Committee shall determine
the time or times at which an Option may be exercised in whole or in part, and
the method or methods by which, and the form or forms, including, without
limitation, cash, Shares, other Awards, 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 thereto may
be made or deemed to have been made.

     (d) Notwithstanding any provision of
the Plan to the contrary, no incentive stock options (ISOs) shall be granted
under this Plan.

     (e) Under no circumstances may stock
option awards be made that provide by their terms for the automatic award of
additional stock options upon the exercise of such awards.

     SECTION 7. Restricted Stock
and Restricted Stock Units.

     (a) The Committee is hereby
authorized to grant Awards of Restricted Stock and Restricted Stock Units to
eligible individuals as designated in Section 3.

     (b) Shares of Restricted Stock and
Restricted Stock Units shall be subject to such restrictions as the Committee
may impose (including, without limitation, any limitation on the right to vote a
Share of Restricted Stock or the right to receive any dividend or other right or
property), which restrictions may lapse separately or in combination at such
time or times, in such installments or otherwise, as the Committee may deem
appropriate.

     (c) Any share of Restricted Stock
granted under the Plan may be evidenced in such manner as the Committee may deem
appropriate including, without limitation, book-entry registration or issuance
of a stock certificate or certificates. In the event any stock certificate is
issued in respect of shares of Restricted Stock granted under the Plan, such
certificate shall be registered in the name of the Participant and shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such Restricted Stock.

     (d) Except as otherwise determined
by the Committee, upon termination of employment or cessation of the provision
of services (as determined under criteria established by the Committee) for any
reason during the applicable restriction period, all Shares of Restricted Stock
and all Restricted Stock Units still, in either case, subject to restriction
shall be forfeited and reacquired by the Company; provided,
however, that the Committee may, when it finds that a waiver would be in
the best interests of the Company, waive in whole or in part any or all
remaining restrictions with respect to Shares of Restricted Stock or Restricted
Stock Units.

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     SECTION 8. Performance
Units.

     (a) The Committee is hereby
authorized to grant Performance Units to eligible individuals as designated in
Section 3.

     (b) Subject to the terms of the
Plan, a Performance Unit granted under the Plan (i) may be denominated or
payable in cash, Shares (including, without limitation, Restricted Stock), other
securities, other Awards, or other property and (ii) shall confer on the holder
thereof rights valued as determined by the Committee and payable to, or
exercisable by, the holder of the Performance Unit, in whole or in part, upon
the achievement of such performance goals during such performance periods as the
Committee shall establish. Subject to the terms of the Plan, the performance
goals to be achieved during any performance period, the length of any
performance period, the amount of any Performance Unit granted and the amount of
any payment or transfer to be made pursuant to any Performance Unit shall be
determined by the Committee.

     SECTION 9. Other
Stock-based Awards.

     The Committee is hereby authorized
to grant to eligible individuals as designated in Section 3 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 Committee to be consistent with the purposes of the Plan. Subject
to the terms of the Plan, the Committee 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 Committee shall determine,
the value of which consideration, as established by the Committee, shall, except
in the case of Substitute Awards, not be less than the Fair Market Value of such
Shares or other securities as of the date such purchase right is
granted.

     SECTION 10. General
Provisions Applicable to Awards.

     (a) Awards shall be granted for no
cash consideration or for such minimal cash consideration as may be required by
applicable law.

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     (b) Awards may, in the discretion of
the Committee, be granted either alone or in addition to or in tandem with any
other Award or any award granted under any other plan of the Company. Awards
granted in addition to or in tandem with other Awards, or in addition to or in
tandem with awards granted under any other plan of the Company, may be granted
either at the same time as or at a different time from the grant of such other
Awards or awards.

     (c) Subject to the terms of the
Plan, payments or transfers to be made by the Company upon the grant, exercise
or payment of an Award may be made in such form or forms as the Committee shall
determine including, without limitation, cash, Shares, other securities, other
Awards, or other property, or any combination thereof, and may be made in a
single payment or transfer, in installments, or on a deferred basis, in each
case in accordance with Section 10(f) and rules and procedures established by
the Committee. Such rules and procedures may include, without limitation,
provisions for the payment or crediting of reasonable interest on installment or
deferred payments or the grant or crediting of dividend equivalents in respect
of installment or deferred payments.

     (d) Unless the Committee shall
otherwise determine, (i) 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; provided,
however, that, if so determined by the Committee, a Participant may, in
the manner established by the Committee, designate a beneficiary or
beneficiaries to exercise the rights of the Participant, and to receive any
property distributable, with respect to any Award upon the death of the
Participant; (ii) each Award, and each right under any Award, shall be
exercisable during the Participant’s lifetime only by the Participant or, if
permissible under applicable law, by the Participant’s guardian or legal
representative; and (iii) no Award and no right under any such Award, may be
pledged, alienated, attached, or otherwise encumbered, and any purported pledge,
alienation, attachment or encumbrance thereof shall be void and unenforceable
against the Company. The restrictions imposed by this paragraph shall not apply
to any Award which has been fully exercised, earned or paid, as the case may be,
and shall not preclude forfeiture of an Award in accordance with the terms
thereof.

     (e) All certificates for Shares or
other securities delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such stop transfer orders and other restrictions as
the Committee may deem advisable under the Plan or the rules, regulations, and
other requirements of the Securities and Exchange Commission, any stock exchange
upon which such Shares or other securities are then listed, and any applicable
federal or state securities laws, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to such
restrictions.

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     (f) Unless the Committee expressly
determines otherwise in the Award Agreement, any Award of an Option, Restricted
Stock or Other Stock-Based Award in the form of a stock appreciation right is
intended to qualify as a stock right exempt under Section 409A of the Code, and
the terms of the Award Agreement and any related rules and procedures adopted by
the Committee shall reflect such intention. Unless the Committee explicitly
determines otherwise in the Award Agreement, with respect to any other Award
that would constitute deferred compensation within the meaning of Section 409A
of the Code, the Award Agreement shall set forth the time and form of payment
and election rights, if any, of the holder in a manner that is intended to avoid
the imposition of additional taxes and penalties under Section 409A. The Company
makes no representations or covenants that any Award granted under the Plan will
comply with Section 409A.

     SECTION 11. Amendment and
Termination.

     (a) Except to the extent prohibited
by applicable law and unless otherwise expressly provided in an Award Agreement
or in the Plan, the Board may amend, alter, suspend, discontinue, or terminate
the Plan or any portion thereof at any time; provided, however, that no
such amendment, alteration, suspension, discontinuation or termination shall be
made without the consent of the affected Participant, if such action would
adversely affect the rights of such Participant under any outstanding Award.
Notwithstanding anything to the contrary herein, the Committee may amend the
Plan in such manner as may be necessary to enable the Plan to achieve its stated
purposes in any jurisdiction outside the United States in a tax-efficient manner
and in compliance with local rules and regulations.

     (b) The Committee may waive any
conditions or rights under, amend any terms of, or amend, alter, suspend,
discontinue or terminate, any Award theretofore granted, prospectively or
retroactively, without the consent of any relevant Participant or holder or
beneficiary of an Award; provided, however, that any such action that
would adversely affect the rights of any Participant or holder or beneficiary
under any Award theretofore granted under the Plan shall not to that extent be
effective without the consent of such affected Participant, holder or
beneficiary; and provided further that, except as provided in Section
5(f), no such action shall reduce the exercise price of any Option established
at the time of grant thereof. Any such action taken with respect to an Award
intended to be a stock right exempt under Section 409A of the Code shall be
consistent with the requirements for exemption under Section 409A, and any such
action taken with respect to an Award that constitutes deferred compensation
under Section 409A shall be in compliance with the requirements of Section 409A.
The Company makes no representations or covenants that any action taken pursuant
to this Section 11(b) will comply with Section 409A.

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     (c) The Committee shall be
authorized to make adjustments in the terms and conditions of, and the criteria
included in, Awards in recognition of changes in applicable laws, regulations or
accounting principles, whenever the Committee determines that such adjustments
are appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan. Any such action
taken with respect to an Award intended to be a stock right exempt under Section
409A of the Code shall be consistent with the requirements for exemption under
Section 409A, and any such action taken with respect to an Award that
constitutes deferred compensation under Section 409A shall be in compliance with
requirements of Section 409A. However, the Company makes no representations or
covenants that Awards will comply with Section 409A.

     (d) The Committee 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.

     SECTION 12. Miscellaneous.

     (a) No employee, independent
contractor, Participant or other person shall have any claim to be granted any
Award under the Plan, and there is no obligation for uniformity of treatment of
employees, independent contractors, Participants, or holders or beneficiaries of
Awards under the Plan. The terms and conditions of Awards need not be the same
with respect to each recipient.

     (b) The Committee may delegate to
another committee of the Board, one or more officers or managers of the Company,
or a committee of such officers or managers, the authority, subject to such
terms and limitations as the Committee shall determine, to grant Awards to
eligible individuals or to cancel, modify, waive rights with respect to, alter,
discontinue, suspend or terminate Awards held by Participants; provided,
however, that any delegation to management shall conform with the
requirements of the General Corporation Law of Delaware, as in effect from time
to time.

     (c) The Company shall be authorized
to withhold from any Award granted or any payment due or transfer made under any
Award or under the Plan or from any compensation or other amount owing to a
Participant the amount (in cash, Shares, other securities, other Awards, or
other property) of withholding taxes due in respect of an Award, its exercise,
or any payment or transfer under such Award or under the Plan and to take such
other action (including, without limitation, providing for elective payment of
such amounts in cash, Shares, other securities, other Awards or other property
by the Participant) as may be necessary in the opinion of the Company to satisfy
the required tax withholding.

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     (d) 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.

     (e) The grant of an Award shall not
be construed as giving a Participant the right to be retained in the employ or
service of the Company or any Affiliate. Further, the Company or the applicable
Affiliate may at any time dismiss a Participant from employment or terminate the
services of an independent contractor, free from any liability, or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any Award
Agreement or in any other agreement binding the parties.

     (f) If any provision of the Plan or
any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in
any jurisdiction, or as to any person or Award, or would disqualify the Plan or
any Award under any law deemed applicable by the Committee, 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 Committee,
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.

     (g) Neither the Plan nor any Award
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 payments from
the Company pursuant to an Award, such right shall be no greater than the right
of any unsecured general creditor of the Company.

     (h) No fractional Shares shall be
issued or delivered pursuant to the Plan or any Award, and the Committee shall
determine whether cash, other securities or other property shall be paid or
transferred in lieu of any fractional Shares, or whether such fractional Shares
or any rights thereto shall be canceled, terminated or otherwise
eliminated.

     SECTION 13. Effective Date
of Plan.

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

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     SECTION 14. Term of the
Plan.

     No Award shall be granted under the
Plan after the tenth anniversary of the effective date. However, unless
otherwise expressly provided in the Plan or in an applicable Award Agreement,
any Award theretofore granted may extend beyond such date, and the authority of
the Committee to amend, alter, adjust, suspend, discontinue, or terminate any
such Award, or to waive any conditions or rights under any such Award, and the
authority of the Board to amend the Plan, shall extend beyond such
date.

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