ex10b.htm


    
      Exhibit
10(b)


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      TI
EMPLOYEES NON-QUALIFIED PENSION PLAN II

       

      (EFFECTIVE
JANUARY 1, 2009)

       

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      



    TI
EMPLOYEES NON-QUALIFIED PENSION PLAN II

     

    TEXAS
INSTRUMENTS INCORPORATED, a Delaware corporation with its principal offices in
Dallas, Texas (hereinafter referred to as “TI” or “the Company”), froze the TI
Employees Supplemental Pension Plan (the "Frozen Plan"), effective as of
December 31, 2004, to the extent benefits under that plan were earned and vested
as of that date, and continued said plan in accordance with its terms, to
provide for the payment of the benefits which were earned, vested and frozen as
of December 31, 2004.  Subsequently, TI changed the name of the Frozen
Plan to the TI Employees Non-Qualified Pension Plan.

     

    Effective
as of January 1, 2005, TI established a new non-qualified pension plan (the “New
Plan”) in order to provide (i) for the payment of the frozen earned benefits
under the Frozen Plan which were not vested as of January 1, 2005, and (ii) to
provide a select group of management or highly compensated employees described
in Section 201(2) of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”) with the opportunity to restore certain benefits which cannot
be provided under the TI Employees Pension Plan from and after January 1, 2005
as a result of (a) deferral of compensation under a new deferred compensation
plan established effective as of January 1, 2005  (known from and
after January 1, 2009 as the “TI Deferred Compensation Plan”), or (b) the
application of Section 401(a)(17) and/or Section 415 of the Internal Revenue
Code of 1986, as amended (the “Code”).  TI maintained the New Plan in
accordance with the interim guidance promulgated under Section 409A of the
Code.  In addition,
for periods prior to January 1, 2009 the
benefits payable under the New Plan may be deferred pursuant to the terms and
provisions of the new deferred compensation plan established effective as
of January 1, 2005.  The benefits provided under the New Plan are
unfunded with the result that the participants in the Plan are general unsecured
creditors of TI. 

     

    TI hereby
amends and restates the New Plan, effective as of January 1, 2009 (the “Plan”),
in the form provided herein in order to remove the option of deferring payment
of the benefits under this Plan, to remove the entitlement to benefits upon a
Change in Control, as defined in the New Plan, to comply with the Final Treasury
Regulations under Section 409A of the Code and to name the New Plan the “TI
Non-Qualified Pension Plan II.”  With respect to benefits or
contributions lost under the TI Employees Pension Plan by reason of the
operation of Section 415 of the Code, this Plan is intended to constitute an
“excess benefit plan”, as defined in Section 3 of ERISA, that is exempt from the
provisions of ERISA by reason of Section 4(b)(5) of ERISA.

     

    Except as
otherwise provided herein, the earning of benefits and payment of those benefits
under the New Plan shall be governed by the applicable interim guidance under
Section 409A of the Code in effect prior to January 1, 2009, and the earning of
benefits and payment of those benefits from and after January 1, 2009 shall be
governed by the terms and conditions of this Plan.

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    Article
I

    Definitions

     

    Whenever
used in this Plan, the following words and phrases shall have the meanings set
forth below, unless a different meaning is plainly required by the
context.  Unless otherwise indicated by the context, any masculine
terminology when used in the Plan shall also include the feminine gender, and
the definition of any term in the singular shall also include the
plural.

     

    Sec.
1-1.  Administration
Committee.  “Administration Committee” means the person or
persons from time to time acting under the provisions of Article V
hereof.

     

    Sec.
1-2.  Beneficiary.  “Beneficiary”
means the person or persons, entity or entities, trust or trusts, or the
Participant’s estate, including one or more organizations described in each of
Sections 170(c), 2055(a), and 2522(a) of the Code (or any substitute
provisions), named by a Participant who is not married as his Beneficiary or
contingent Beneficiary under the TI Employees Pension
Plan.  “Beneficiary” means, in the case of a married Participant, the
spouse (as defined in the Defense of Marriage Act) of the Participant at the
time of his death, unless the Participant has designated another joint
annuitant, contingent annuitant, Beneficiary, or contingent Beneficiary under
the TI Employees Pension Plan, in which case such persons or person, entity or
entities, trust or trusts, or the Participant’s estate shall be the
Beneficiary(ies) under this Plan.

     

    A person
who is an alternate payee under a qualified domestic relations order may be
considered a Beneficiary for purposes of this Plan.

     

    Sec.
1-3.  Board of
Directors.  “Board of Directors” means the Board of Directors
of TI or of any Subsidiary which has adopted this Plan.

     

    Sec.
1-4.  Code.  “Code”
means the Internal Revenue Code of 1986, as amended.

     

    Sec.
1-5.  Compensation
Committee.  “Compensation Committee” means the Compensation
Committee of the Board of Directors of TI.

     

    Sec.
1-6.  Employee.  “Employee”
means any employee of TI or its Subsidiaries, whether full or part-time, other
than an employee who is defined as a “Tucson Participant” in Appendix E of the
TI Employees Pension Plan.

     

    Sec.
1-7.  Employer.  “Employer”
means Texas Instruments Incorporated.

     

    Sec.
1-8.  ERISA.  “ERISA”
means the Employee Retirement Income Security Act of 1974, as
amended.

     

    Sec.
1-9.  Participant.  “Participant”
means an individual entitled to a supplemental pension pursuant to the
provisions of Article III.

     

    Sec.
1-10.  Plan
Year.  “Plan Year” means a calendar year.

     

    Sec.
1-11.  Present
Value.  “Present Value” means, at any time, the actuarial lump
sum value determined at such time of the applicable benefit, based on the
actuarial assumptions used to determine single sum payments as set forth in
Section 1.2(b)(2)(B), or any successor provision, of the TI Employees Pension
Plan.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    Sec.
1-12.  Separation
from Service.  “Separation from
Service” means a termination of services provided by a Participant to an
Employer and any other member of the controlled group of corporations (as
defined in Section 414(b) of the Code) which includes TI (hereinafter for
purposes of this Section 1-12, TI and such other controlled group members being
referred to as “ERISA Affiliates”), whether voluntarily or involuntarily, other
than by reason of death, as determined by the Administration Committee in
accordance with Treas. Reg. §1.409A-1(h).  In determining whether a
Participant has experienced a Separation from Service, the following provisions
shall apply:

     

    
      	
               
      

            	
              (i)

            	
              For
      a Participant who provides services to an Employer as an Employee, a
      Separation from Service shall occur when such Participant has experienced
      a termination of employment with the Employer or an ERISA
      Affiliate.  A Participant shall be considered to have
      experienced a termination of employment when the facts and circumstances
      indicate that the Participant and the Employer reasonably anticipate that
      either (a) no further services will be performed for the Employer or an
      ERISA Affiliate after a certain date, or (b) that the level of bona fide
      services the Participant will perform for the Employer or an ERISA
      Affiliate after such date (whether as an Employee or as an independent
      contractor) will permanently decrease to no more than 20% of the average
      level of bona fide services performed by such Participant (whether as an
      Employee or an independent contractor) over the immediately preceding
      thirty-six (36) month period (or the full period of services to the
      Employer if the Participant has been providing services to the Employer
      less than thirty-six (36) months).

            


    

     

    
      	
               
      

            	
              (ii)

            	
              If
      a Participant is on military leave, sick leave, or other bona fide leave
      of absence, the employment relationship between the Participant and the
      Employer shall be treated as continuing intact, provided that the period
      of such leave does not exceed six (6) months; or if longer, so long as the
      Participant retains a right to reemployment with the Employer or an ERISA
      Affiliate under an applicable statute or by contract.  If the
      period of a military leave, sick leave, or other bona fide leave of
      absence exceeds six (6) months and the Participant does not retain a right
      to reemployment under an applicable statute or by contract, the employment
      relationship shall be considered to be terminated for purposes of the Plan
      as of the first business day immediately following the end of such six (6)
      month period.  If a leave of absence is due to any medically
      determinable physical or mental impairment that can be expected to result
      in death or can be expected to last for a continuous period of not less
      than six (6) months, where such impairment causes the Participant to be
      unable to perform the duties of his position of employment or any
      substantially similar position of employment, a twenty-nine (29) month
      period of absence shall be substituted for such six (6) month
      period.  In applying the provisions of this paragraph, a leave
      of absence shall be considered a bona fide leave of absence only if there
      is a reasonable expectation that the Participant will return to perform
      services for an Employer or an ERISA
Affiliate.

            


    

     

    Sec.
1-13.  Specified
Employee.  “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 Administration Committee 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 definition of “key employee” under
      Code Section 416(i) without regard to paragraph (5) thereof) shall be
      based upon the twelve (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

            


    

    
       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                 

              	
                identify
      such individuals, “compensation” shall be determined in accordance with
      Treas. Reg. §1.415(c)-2(a) without regard to (a) any safe harbor provided
      in Treas. Reg. §1.415(c)-2(d), (b) any of the special timing rules
      provided in Treas. Reg. §1.415(c)-2(e), and (c) any of the special rules
      provided in Treas. Reg. §1.415(c)-2(g);
and

              


      

       

    

    
      	
               
      

            	
              (ii)

            	
              Each
      Participant who is a “key employee” in accordance with part (i) of this
      Section shall be treated as a Specified Employee for purposes of this Plan
      if such Participant experiences a Separation from Service during the
      twelve (12) month period that begins on the April 1st
      following the applicable identification
date.

            


    

     

    Sec.
1-14.  Subsidiary.  “Subsidiary”
means any entity whose assets and net income are included in the consolidated
financial statements of TI and its Subsidiaries audited by TI’s independent
auditors and reported to shareholders in the published annual report to
shareholders.

     

    Article
II

    Eligibility and
Participation

     

    Sec.
2-1.  Eligibility
and Participation.  Any Employee who was a Participant in the
TI Employees Pension Plan on December 31, 1997 shall be eligible for
participation in this Plan, and shall automatically become a Participant in the
event that, pursuant to the terms of Article III, any amount would be payable to
the Participant under this Plan.  In the event that a Participant
shall experience a Separation from Service prior to becoming vested in any
benefit under the TI Employees Pension Plan, the Participant shall forfeit any
benefits accrued under this Plan.  Conversely, in the event the
Participant shall separate from employment with a vested interest in benefits
under the TI Employees Pension Plan, the Participant shall have a vested
interest in the corresponding benefits under this Plan.  A vested
Participant shall continue to participate in this Plan until such Participant
has received payment of all benefits credited to or accrued by the Participant
hereunder.

     

    Article
III

    Supplemental
Benefits

     

    Sec.
3-1.  Supplemental
Benefits.

     

    
      	
               
      

            	
              (i)

            	
              The
      benefit payable under this Plan to a Participant shall be the difference
      between the Present Value of the benefit actually payable under the TI
      Employees Pension Plan at the time of computation (based on the form of
      benefit for which the computation is made) and the Present Value of the
      benefit that would be payable under the TI Employees Pension Plan at such
      time of computation (in the same form as provided above)
    if:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      TI Employees Pension Plan contained no limit on the Compensation that may
      be considered under Section 401(a)(17) of the Code (for purposes of the
      calculation and accrual of benefits under the TI Employees Pension
      Plan);

            


    

     

    
      	
               
      

            	
              (b)

            	
              “Compensation”
      for each plan year under the TI Employees Pension Plan included amounts
      electively deferred, if any, by a Participant under the TI Deferred
      Compensation Plan from earnings that would have constituted Compensation
      for such plan year under the TI Employees Pension Plan, had such amounts
      not been electively deferred and/or, if applicable, had Section 401(a)(17)
      of the Code not precluded the consideration of such earnings as
      Compensation (in the absence of such
deferral);

            


    

     

    
      
        
        

      

      
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              (c)

            	
              The
      TI Employees Pension Plan contained no limit pursuant to Section 415 of
      the Code upon the maximum amount of pension that may be paid by the TI
      Employees Pension Plan (such as the limits in effect on January 1, 2008,
      under Section 12.1 of the TI Employees Pension Plan);
  and

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      TI Employees Pension Plan calculated “Average Credited Earnings” and
      “Benefit Service,” as defined in the TI Employees Pension Plan, from the
      Participant’s date of hire by the
Employer.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Notwithstanding
      the foregoing provisions of this Section 3-1, a Participant, at the time
      of a Separation from Service, may be placed on leave of
      absence.  If such Participant becomes eligible for early
      retirement benefits from the TI Employees Pension Plan during such leave
      of absence, then the benefits to which such Participant is entitled under
      this Plan shall be calculated (a) taking into account the additional
      service credit such Participant is entitled to receive under the TI
      Employees Pension Plan as a result of the leave of absence and the early
      retirement subsidy to which such Participant is entitled, if any, under
      the TI Employees Pension Plan, and (b) actuarially reduced (based on the
      interest and mortality rates under Section 417(e) of the Code) from the
      Participant’s Earliest Payment Start Date as defined under the TI
      Employees Pension Plan to the date the benefits are actually paid under
      this Plan.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              To
      the extent a Participant is also a participant in the Frozen Plan, the
      benefit payable under this Plan shall be offset by the benefit payable
      under the Frozen Plan, as follows:

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      the Participant, at the time of payment under this Plan, is not on a leave
      of absence, the offset shall be based on the Present Value of the benefits
      determined pursuant to the foregoing provisions of this Section 3-1, other
      than Section 3-1(ii), which are attributable to the vested benefits
      accrued under the TI Employees Pension Plan as of December 31, 2004 and
      otherwise payable under the Frozen Plan, as if payment of those vested
      benefits was being made from the Frozen Plan on the date the payment under
      this Plan is being made.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      the Participant, at the time of payment under this Plan, is on a leave of
      absence, the offset shall be based on the actuarially reduced (applying
      the interest and mortality rates under Section 417(e) of the Code) Present
      Value of the benefits determined pursuant to the foregoing provisions of
      this Section 3-1, taking into account Section 3-1(ii), which are
      attributable to the vested benefits accrued under the TI Employees Pension
      Plan as of December 31, 2004 and otherwise payable under the Frozen Plan,
      as if payment of those vested benefits was being made from the Frozen Plan
      on the date the payment under this Plan is being
  made.

            


    

     

    Sec.
3-2.  Payment of Supplemental
Benefit.  Subject to Section 3-3, the benefit determined
pursuant to Section 3-1 shall be paid in a lump sum to the person entitled
thereto as soon as administratively practicable following the date on which the
Participant’s Separation from Service or death occurs, but in no event later
than ninety (90) days following such Separation from Service or death, except in
the case of a Specified Employee.  If a Participant is a Specified
Employee on the date on which a Separation from Service occurs, no payment shall
be made before the first day after the end of the six (6)-month period
immediately following the date on which the Participant experiences a Separation
from Service.  If a Participant is rehired after a Separation from
Service but before payment occurs, that Participant 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        
shall
receive the payment he is entitled to as a result of the initial Separation from
Service at the time such payment would otherwise be made, without regard to his
subsequent rehire.

    

     

    Sec.
3-3.  Restrictions.  Except
upon a Participant’s Separation from Service followed by the rehire of said
Participant before payment of the benefit pursuant to Section 3-2 is made, no
benefits accrued under this Plan may be distributed to a Participant until after
the date of a Participant’s Separation from Service or death.  No
loans may be made to any Participant with respect to benefits accrued under this
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.  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. 

     

    Sec.
3-4.  Limitation on Time of
Distribution.  If TI reasonably anticipates that any amount to
be paid to a Participant will not to be deductible due to the application of
Section 162(m) of the Code, such payment of such amount may be delayed until
January of the Plan Year in which TI reasonably anticipates the deduction of
such amount will not be prohibited by said Section 162(m).  The delay
provided for in this Section 3-4 shall not apply unless all payments to which
the Participant would be entitled which could be delayed in accordance with the
provisions of this Section 3-4 also are delayed.

     

    Sec.
3-5.  Taxes.  TI
makes no guarantees and assumes no obligation or responsibility with respect to
a Participant’s or payee’s federal, state, or local income, estate, inheritance
or gift tax obligations, if any, under this Plan.  Any taxes required
to be withheld from payments hereunder shall be deducted and withheld by the
Company, benefit provider or funding agent appointed under the
Plan.

     

    Sec.
3-6.  Assignment.  Except
as provided in Section 3-6 below, 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.  No amounts payable
hereunder shall be subject to assignment or transfer or otherwise be alienable,
either by voluntary or involuntary act, or by operation of law, or subject to
attachment, execution, garnishment, sequestration or other seizure under any
legal, equitable or other process.

     

    Sec.
3-7.  Alternate Payee
Claims.  Any claim against any benefits hereunder for child
support, spousal maintenance, property settlement, or alimony (an “Alternate
Payee Claim”) shall be treated in the same manner as would a claim for
corresponding benefits under the TI Employees Pension Plan and shall be subject
to all claims provisions and restrictions of the TI Employees Pension
Plan.

     

    Sec.
3-8.  Incompetent.  If
the Administration Committee determines in its sole discretion that a benefit
under this Plan is to be paid to a minor, a person declared incompetent, or to a
person incapable of handling the disposition of that person’s property, the
Administration Committee may direct payment of such benefit to the guardian,
legal representative, or person having the care and custody of such minor,
incompetent, or incapable person.  The Administration Committee may
require proof of minority, incompetence, incapacity, or guardianship as it may
deem appropriate prior to distribution of the benefit.

     

    Article
IV

    Funding

     

    Sec.
4-1.  Funding.
Benefits under this Plan shall be funded solely by the Employers. Benefits
payable under this Plan shall be paid from the general assets of the Employers,
and this Plan shall constitute the Employers' unfunded and unsecured promise to
pay such benefits. Notwithstanding the foregoing, TI may create reserves, funds,
and provide for amounts to be held in trust on behalf of the 

     

    
      
        
        

      

      
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Employers
under such trust agreements or custodial arrangements as the Company in its
absolute and sole discretion deems appropriate.

    

     

    Sec.
4-2.  Creditor
Status.  A Participant and his Beneficiary or Beneficiaries
shall be general unsecured creditors of the Employers with respect to the
payment of any benefit under this Plan.

     

    Article
V

    Administration of the
Plan

     

    Sec.
5-1.  Administration.  The
Plan shall be administered by the Administration Committee and its
designees.  The duties of the Administration Committee and its
designees include (but not by way of limitation) (i) the defense of lawsuits and
conduct of litigation in the name of the Plan (subject to the approval of the
General Counsel of TI), (ii) the full power and discretion to interpret and
construe this Plan where it concerns (a) questions of eligibility or status, (b)
subject to the opportunity for review of denied claims pursuant to Section 5-5
below, the rights of Participants and others hereunder, and (c) the power in
general to decide any dispute arising under this Plan. In all such cases the
determination of the Administration Committee and its designees shall be final,
conclusive and binding with respect to Participants and
Beneficiaries.

     

    Sec.
5-2.  Number and
Selection.  The Administration Committee shall consist of one
or more members who shall be appointed by the Chief Executive Officer of TI or
his designee.

     

    Sec.
5-3.  Action by Administration
Committee.  All actions of the Administration Committee shall
be by a majority of the persons so appointed, except as otherwise provided
below.  Such actions may be taken at a meeting of the Administration
Committee or without a meeting by a resolution or memorandum signed by all the
persons then appointed as members of the Administration Committee. No member of
the Administration Committee shall be entitled to vote or decide upon any matter
pertaining to himself individually but such matter shall be determined by the
remaining members or by a majority of the remaining members of the
Administration Committee, if any.

     

    The
Administration Committee may delegate some or all of its powers and
responsibilities to any other person or entity, who may or may not be a named
fiduciary, and may permit further delegation of its powers.  The
Administration Committee may appoint agents, retain legal counsel and other
services, and perform such acts as may be necessary for the proper
administration of the Plan.

     

    Sec.
5-4.  Recordkeeping.  The
Administration Committee shall maintain records and data as may be necessary and
appropriate for the proper administration of the Plan and to determine the
amounts distributable to Participants and Beneficiaries.

     

    Sec.
5-5.  Rules and
Regulations.  The Administration Committee may adopt and
promulgate such rules and regulations as it may deem appropriate for the
administration of the Plan and to determine the amounts distributable to
Participants and Beneficiaries.  The Administration Committee shall
adopt and promulgate written rules governing claims procedures reasonably
calculated to:

     

    (i)        Provide
adequate written notice to any Participant or other person whose claim under the
Plan has been denied, setting forth the specific reasons for such denial;
and

     

    (ii)       Afford
a reasonable opportunity to such Participant or other person for a full and fair
review by the Administration Committee of the decision denying the
claim.

     

    The
determination of the Administration Committee upon such review shall be final
and conclusive.

     

    
      
        
        

      

      
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    Sec.
5-6.  Reliance on
Documents.  The Administration Committee shall be entitled to
rely upon, and shall have no liability in relying upon, any representation made
to it by TI or any officer of TI, or upon any paper or document believed by it
to be genuine and to have been signed or sent by the proper person.

     

    Sec.
5-7.  Non-Liability.  No
member of the Board of Directors, Compensation Committee or Administration
Committee or any officer or employee of TI shall be liable for any act done or
omitted by him with respect to the Plan except for his own willful
misconduct.

     

    Sec.
5-8.  Resignation or
Removal.  Any Administration Committee member may resign by
giving written notice to the Chief Executive Officer of TI and may be removed by
the Chief Executive Officer of TI by written notice given to the affected member
of the Administration Committee.  Upon the death, resignation, removal
or inability of any Administration Committee member to act as such, the Chief
Executive Officer of TI may appoint a successor.

     

    Sec.
5-9.  Information; Overpayment
or Underpayment of Benefits.  In implementing the terms of this
Plan, the Administration Committee may, without the consent or notice to any
person, release to or obtain from any entity or other organization or person
information with respect to any persons which the Administration Committee deems
to be necessary for such purpose.  Any Participant or Beneficiary
claiming benefits under this Plan shall furnish to the Administration Committee
such information as may be necessary to determine eligibility for and amount of
benefit, as a condition of claim to and receipt of such benefit.

     

    The
Administration Committee may adopt, in its sole discretion, whatever rules,
procedures and accounting practices it determines to be appropriate in providing
for the collection of any overpayment of benefits.  If an overpayment
is made to a Participant or Beneficiary for whatever reason, the Administration
Committee, in its sole discretion, may withhold payment of any further benefits
under the Plan until the overpayment has been collected or may require repayment
of benefits paid under this Plan without regard to further benefits to which the
Participant or Beneficiary may be entitled.  If an underpayment to a
Participant or Beneficiary occurs for whatever reason, the Administration
Committee, in its sole discretion, may correct the underpayment.

     

    Sec.
5.10.  Notice.  Any
notice required or permitted to be given to the Administration Committee under
this Plan shall be sufficient if in writing and hand-delivered, or sent by
registered or certified mail, to the address below:

     

    


                Texas
Instruments

                Attn: Non-Qualified
Pension Plan II

                Administration
Committee

                7839 Churchill Way,
MS 3905

                Dallas,
Texas 75251-1901

    


    Such
notice shall be deemed given as of the date of delivery or, if delivery is made
by mail, as of the date shown on the postmark on the receipt for registration or
certification.  Any notice or filing required or permitted to be given
to a Participant under this Plan shall be sufficient if in writing and
hand-delivered, or sent by mail, to the last known address of the
Participant.

    


    
      
        
        

      

      
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    Article
VI

    General
Provisions

     

    Sec.
6-1.  Amendment,
Termination.  The Compensation Committee may change, amend,
modify, alter, or terminate the Plan at any time and in any manner,
prospectively or retroactively (or may delegate such authority), except that no
such amendment, modification, alteration or termination shall be exercised
retroactively to reduce or eliminate the benefit accrued by a Participant to the
date of amendment, modification or termination.  In addition, no such
amendment shall modify the Plan in any way that would violate Section 409A of
the Code.  The Company intends to continue this Plan indefinitely, but
nevertheless assumes no contractual obligation to continue this Plan and makes
no promise to pay benefits other than as provided in this Plan determined at the
time of any Plan discontinuance.  In the event this Plan is
terminated, a Participant’s benefits under the Plan shall remain in the Plan and
shall not be distributed until such benefits become eligible for distribution in
accordance with the other applicable provisions of this
Plan.  Notwithstanding the preceding sentence, to the extent permitted
by Treas. Reg. §1.409A-3(j)(4)(ix), the Employer may provide that upon
termination of the Plan, all benefits for a Participant shall be distributed,
subject to and in accordance with any rules established by such Employer deemed
necessary to comply with the applicable requirements and limitations of Treas.
Reg. §1.409A-3(j)(4)(ix).

     

    Sec.
6-2.  Plan Not
an Employment Contract. The Plan is not an employment
contract.  It does not give to any person the right to be continued in
employment, and all Participants remain subject to change of compensation,
transfer, change of job, discipline, layoff, discharge or any other change of
employment status. Nothing contained in this Plan shall prevent a Participant or
Beneficiary from receiving, in addition to any payments provided for under this
Plan, any payments provided for under any other plan or benefit program of the
Company, or which would otherwise be payable or distributable to him or his
surviving spouse or Beneficiary.  Nothing in this Plan shall be
construed as preventing TI or any of its Subsidiaries from establishing any
other or different plans providing for current or deferred supplemental
compensation for employees.

     

    Sec.
6-3.  Rights
of Persons Making Claims. No Employee, or Participant, or any person or
entity claiming through an Employee or Participant, shall have any rights
whatsoever other than the rights and benefits specifically granted under this
Plan.

     

    Sec.
6-4.  Status
of Benefits in this Plan.  No benefits
accrued or paid under this Plan shall constitute “earnings” or “compensation”
for purposes of any other benefit plan sponsored by the Employers.

     

    Sec.
6-5.  Governing
Law.  This Plan shall
be governed by the laws of the State of Texas, except to the extent preempted by
ERISA and shall be governed by and subject to the Defense of Marriage Act
(Public Law 104–199).

     

    Sec.
6-6.  Construction.  This
Plan is not intended to constitute a “qualified plan” subject to the limitations
of Section 401(a) of the Code, nor shall it constitute a “funded plan”, for
purposes of such requirements.  It is intended that this Plan shall be
exempt from the participation and vesting requirements of Part 2 of Title I of
ERISA, the funding requirements of Part 3 of Title I of ERISA and the fiduciary
requirements of Part 4 of Title I of ERISA by reason of the exclusions afforded
plans which are unfunded and maintained by an employer primarily for the purpose
of providing deferred compensation for a select group of management or highly
compensated employees.  If any provision of this Plan is determined to
be for any reason invalid or unenforceable, the remaining provisions of this
plan shall continue in full force and effect.  This Plan shall be
governed and construed in accordance with the laws of the State of Texas, except
to the extent otherwise required by applicable federal law, and shall be
construed in accordance with Section 409A of the Code and the applicable
guidance thereunder.  Heading and subheadings are for

     

    
      
        
        

      

      
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the
purpose of reference only and are not to be considered in the construction of
this Plan.  This Plan is functionally and operationally related to the
TI Employees Pension Plan, and is to be interpreted in a manner consistent with
the TI Employees Pension Plan to provide the benefits contemplated hereunder in
a comprehensive manner.

    

     

    
      
        
        

      

      
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