ex10a.htm


    
      Exhibit
10(a)


      


      


      


      


      


      


      TI
DEFERRED COMPENSATION PLAN

      


      (Effective
January 1, 2009)

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      TI
DEFERRED COMPENSATION PLAN

      


      
        


      

      Texas
Instruments Incorporated, a Delaware corporation with its principal offices in
Dallas, Texas (hereinafter referred to as “TI” or “the Company”), froze the TI
Deferred Compensation Plan (the “Frozen DCP”), effective as of December 31,
2004, to new participants, to new elective deferrals and to benefits under the
Frozen DCP to the extent benefits under that plan were earned and vested as of
that date.  Effective as of January 1, 2005, TI established a new
deferred compensation plan (the “New Plan”) in order (i) 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 defer payment of certain compensation and benefits
earned from and after January 1, 2005 to a later date, (ii) to provide for the
payment of benefits under the Frozen DCP which were not earned and vested as of
January 1, 2005, and (iii) to restore certain benefits earned and/or vested on
or after January 1, 2005, which cannot be provided under the TI Contribution and
401(k) Savings Plan or the TI 401(k) Savings Plan as a result of that deferral
of compensation or by reason of the application of Section 401(a)(17) and/or
Section 415 of the Internal Revenue Code of 1986, as amended (the “Code”), all
in accordance with the interim guidance promulgated under Section 409A of the
Code.  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 “A&R Plan” or the “Plan”), in the form provided herein
in order, among other things, to establish the name of the A&R Plan as the
“TI Deferred Compensation Plan” and to comply with the Final Treasury
Regulations of Section 409A of the Code.

      


      Prior to
January 1, 2009, the deferral of amounts and restoration of benefits
pursuant to the New Plan was governed by the applicable interim guidance under
Section 409A of the Code in effect prior to January 1, 2009, and the
deferral of compensation earned from and after January 1, 2009 and the
restoration of benefits from and after January 1, 2009, as well as all
amounts in a Participant’s Accounts on or after January 1, 2009, shall be
governed by the terms and conditions of this A&R Plan.

      


      Effective
as of November 1, 2008, the Frozen DCP was merged into the New Plan in
order to permit the election provisions described in this A&R Plan which
took effect as of November 1, 2008 to apply to all of the amounts under the
Frozen DCP, except for the Frozen Non-Qualified Pension Plan Deferrals, and as a
result of that merger and material modification of the Frozen DCP, it became
subject to the requirements of Section 409A of the Code as of November 1,
2008, for all of the amounts in the Frozen DCP other than the Frozen
Non-Qualified Pension Plan Deferrals.  The amounts in the accounts of
the participants in the Frozen DCP (except for the Frozen Non-Qualified Pension
Plan Deferrals) were governed by the terms and conditions of the New Plan until
January 1, 2009 (except for the election provisions set forth herein which
took effect as of November 1, 2008), and from and after January 1,
2009, shall be governed by the terms and conditions of this A&R
Plan.  The terms of the Frozen DCP as in effect prior to
November 1, 2008 shall remain applicable to and shall govern the Frozen
Non-Qualified Pension Plan Deferrals.  In addition, any amounts in pay
status as of November 1, 2008, whether originally payable from the Frozen
DCP or the New Plan, shall continue to be payable pursuant to the terms of the
Frozen DCP as in effect prior to November 1, 2008 or the New Plan, as the
case may be.


      
        
           


        

        
          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.      Account.  “Account”
or “Accounts” means, as the context requires, the Deferred Compensation Account
and/or the Benefit Restoration Account of a Participant.

      


      Sec.
1-2.      Administration
Committee.  “Administration Committee” means the person or
persons from time to time acting under the provisions of Article V
hereof.

      


      Sec.
1-3.      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.  “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, provided that a married Participant shall
be entitled to designate one or more of the types of Beneficiaries or contingent
Beneficiaries that an unmarried Participant may select, other than the
Participant’s spouse, to receive any amount payable under the Plan in the event
of his death and from time to time to change such designation. Such married
Participant’s alternate designation of a non-spousal Beneficiary shall not be
effective, however, unless:

      


      
        	
                 
      

              	
                (i)

              	
                the
      spouse of the Participant consents in writing to such designation and the
      spouse’s consent acknowledges the effect of such designation and is
      witnessed by a Plan representative or a notary public;
  or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      Participant establishes to the satisfaction of the Administration
      Committee that such spouse’s consent may not be obtained because the
      spouse cannot be located.

              


      

       

          Any consent
by a spouse (or the establishment that consent of a spouse may not be obtained)
shall be effective only with respect to that spouse. Such spouse may revoke his
consent by filing prior to the applicable Scheduled Distribution Date of the
Participant a revocation in such form and manner as the Administration Committee
shall specify. The Administration Committee may rely on the representations by
the Participant as to whether the Participant has no spouse or the spouse cannot
be located and shall have no liability for such reliance.  All
Beneficiary designations and changes of Beneficiary designations shall be made
in accordance with such rules and regulations, as the Administration Committee
shall prescribe.

       

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

      


      Sec.
1-4.      Benefit
Restoration Account.  “Benefit Restoration Account” means the
bookkeeping account of a Participant maintained by TI which reflects amounts
attributable to the benefit restoration account in the New Plan and the benefit
restoration account in the Frozen DCP and contributions and earnings posted
pursuant to Sections 3-3 and 3-4 hereof.

      


      Sec.
1-5.      Board of
Directors.  “Board of
Directors” means the Board of Directors of TI or of any Subsidiary which has
adopted this Plan.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      Sec.
1-6.      Cash
Profit Sharing Compensation.  “Cash Profit
Sharing Compensation” means the cash profit sharing bonus payable for a Plan
Year under the TI Employees Cash Profit Sharing Plan, as amended from time to
time, and any successor to that program.

       

      Sec.
1-7.      Code.  “Code”
means the Internal Revenue Code of 1986, as amended.

      


      Sec.
1-8.      Compensation.  “Compensation”
means: (a) a Designated Employee’s Regular Compensation; (b) a Designated
Employee’s Year-End Performance Bonus; and (c) any amounts paid to the
Designated Employee as Cash Profit Sharing Compensation.  In addition,
“Compensation” as provided in Sections 2-4 and 3-3(iii) for purposes of
determining any “Matched Savings Contribution” shall have the same meaning as in
the TI 401(k) Savings Plan.

      


      Sec.
1-9.      Compensation
Committee.  “Compensation
Committee” means the Compensation Committee of the Board of Directors of
TI.

      


      Sec. 1-10.    Deferred
Compensation Account.  “Deferred Compensation Account” means
the bookkeeping account of a Participant maintained by TI, which reflects the
following:

      

        
          	
                   
      

                	
                  (i)

                	
                  amounts
      in the portion of the Account attributable to the deferred compensation
      account in the Frozen DCP, other than amounts attributable to Frozen
      Non-Qualified Pension Plan
Deferrals;

                


        

        


        
          	
                   
      

                	
                  (ii)

                	
                  amounts
      in the portion of the Account attributable to the deferred compensation
      account in the Frozen DCP composed of the Frozen Non-Qualified Pension
      Plan Deferrals;

                


        

        


        
          	
                   
      

                	
                  (iii)

                	
                  amounts
      in the portion of the Account attributable to the deferred compensation
      account in the New Plan (including amounts attributable to deferrals of
      benefits from the TI Employees Non-Qualified Pension Plan II pursuant to
      the deferral election provided for the 2005 Plan Year which either (a)
      were credited to the Account prior to January 1, 2009, or (b) are payable
      from the TI Employees Non-Qualified Pension Plan II as of December 31,
      2008 but may not actually be credited to the Account until after January
      1, 2009); and

                


        

        

          
            	
                     
      

                  	
                    (iv)

                  	
                    contributions
      and earnings posted pursuant to Section 3-2
  hereof.

                  


          

        

      

      


      Sec. 1-11.    Deferred
Compensation Agreement.  “Deferred
Compensation Agreement” means an agreement pursuant to which a Designated
Employee elects to defer part of his Compensation and which
specifies:

      


      
        	
                 
      

              	
                (i)

              	
                that
      the Designated Employee agrees to participate in this Plan in accordance
      with its provisions; and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                that
      the Deferred Compensation Agreement shall be subject to this Plan in all
      respects.

              


      

      


      Sec. 1-12.    Designated
Employee.  “Designated
Employee” means an employee of TI or a Subsidiary who is eligible to participate
in a Deferred Compensation Account pursuant to Section 2-1 of this Plan and to
defer Compensation during a Plan Year.

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      Sec. 1-13.    Election
Period.  “Election
Period” means the annual election period during which Participants who are
Designated Employees may enter into new Deferred Compensation Agreements in
accordance with Article III and make such other elections as provided for in
this Plan.  Such annual election period shall be the period prior to
the beginning of a Plan Year as specified by the Administration Committee and
communicated to the Designated Employees.

       

      Sec. 1-14.    Eligible
Employee.  “Eligible Employee” means an Employee other than an
Employee who is defined as a “Tucson Participant” in Appendix E of the TI
Employees Pension Plan.

      


      Sec. 1-15.    Employee.  “Employee”
means any employee of TI or its Subsidiaries, whether full or
part-time.

      


      Sec. 1-16.    Employer.  “Employer” means
Texas Instruments Incorporated and any other corporation and any other member of
the controlled group of corporations (as defined in Section 414(b) of the Code)
which includes TI and which adopts the TI 401(k) Savings Plan or the TI
Contribution and 401(k) Savings Plan, unless the controlled group member’s
adopting resolutions specifically provide that while adopting the TI 401(k)
Savings Plan or the TI Contribution and 401(k) Savings Plan, it is not adopting
this Plan.  In any event, among the Employers, TI shall have sole
power to amend or terminate this Plan.

      


      Sec. 1-17.    ERISA.  “ERISA”
means the Employee Retirement Income Security Act of 1974, as
amended.

      


      Sec. 1-18.    Frozen
Non-Qualified Pension Plan Deferrals.  “Frozen
Non-Qualified Pension Plan Deferrals” means amounts from the TI Employees
Non-Qualified Pension Plan which was frozen as of December 31,
2004,  attributable to deferrals of benefits which either (a) were
credited prior to January 1, 2009 to the portion of a Participant’s Deferred
Compensation Account composed of the deferred compensation account in the Frozen
DCP, or (b) are payable from said frozen Employees Non-Qualified Pension Plan as
of December 31, 2008 to the portion of a Participant’s Deferred
Compensation Account composed of the deferred compensation account in the Frozen
DCP, but which may not actually be credited to the Deferred Compensation Account
until after January 1, 2009, plus earnings thereon.

      


      Sec. 1-19.    Participant.  “Participant”
means both an Active Participant and an Inactive Participant, as such terms are
defined in this Section 1-19.

      


      
        	
                (i)  

              	
                “Active
      Participant” shall include:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                an
      Employee who executes a Deferred Compen­sation Agreement for the
      current Plan Year in accordance with Article III hereof and who is not an
      “Inactive Participant” as defined in (ii) below;
  and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                an
      Eligible Employee who is credited with an amount to his Benefit
      Restoration Account.

              


      

      


      
        	
                (ii)  

              	
                “Inactive
      Participant” shall include:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                with
      respect to the Deferred Compensation Account, a Designated Employee who
      has a Deferred Compensation Account balance but who did not execute a
      Deferred Compen­sation Agreement for the current Plan Year in
      accordance with Article III hereof;

              


      

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (b)

              	
                an
      Employee who has a Deferred Compensation Account balance, but who is no
      longer a Designated Employee;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                an
      Eligible Employee who has a Benefit Restoration Account balance, but who
      is not currently being credited with amounts to that account;
      and

              


      

      


      
        	
                 
      

              	
                (d)

              	
                a
      former Employee who has a Deferred Compensation Account balance and/or a
      Benefit Restoration Account balance and who has experienced a “separation
      from service” as defined in Section 1.409A-1(h) of the Final Treasury
      Regulations under Section 409A of the Code, or any successor provision
      thereto, including any former Employees who were participants in the
      Frozen DCP and/or the New Plan.

              


      

       

      Sec. 1-20.    Plan
Year.  “Plan Year”
means a calendar year.

      


      Sec. 1-21.    Regular
Compensation.  “Regular
Compensation” means a Designated Employee’s regular base salary (including
straight time, holiday pay, timebank, jury duty, disability pay, workers
compensation and military pay) relating to services performed for the Employer
during any calendar year, but excluding commissions, bonuses, and any other
incentive compensation.

      


      Sec. 1-22.    Scheduled
Distribution Date.  “Scheduled
Distribution Date” means the month and year designated by the Participant
pursuant to Section 3-6.

      


      Sec. 1-23.    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.

      


      Sec. 1-24.    Year-End
Performance Bonus.  “Year-End Performance Bonus” means a cash
incentive award payable for a Plan Year under the Texas Instruments’ Executive
Officer Performance Plan and performance bonuses payable under any Employer’s
annual performance bonus plan, as amended from time to time, and any successor
to such plan or program.  Merit, retention, sales, completion,
individual, team, signing, and other similar bonuses are not eligible for
deferral as a “Year-End Performance Bonus.”

      


      


      Article
II

      Eligibility and
Participation

      


      Sec.
2-1.      Eligibility.

      


      
        	
                 
      

              	
                (i)

              	
                Annual
      eligibility to participate in a Deferred Compensation Account shall be
      limited to Employees on the U.S. payroll who are selected by, and at the
      sole discretion of, the Compensation Committee, the TI Senior Vice
      President responsible for Human Resources or such other individual
      designated by the Compensation Committee who represent a select group of
      management or highly-compensated employees of TI or its Subsidiaries,
      consistent with the Plan’s status under ERISA as a plan for a select group
      of management or highly compensated employees.  An Employee
      selected to participate as provided in this paragraph will be eligible to
      participate in a Deferred Compensation Account in accordance with the
      provisions of Section 2-2 below as a Designated
  Employee.

              


      

      
        


        
          	
                   
      

                	
                  (ii)

                	
                  Eligible
      Employees shall be eligible to participate in a Benefit Restoration
      Account in accordance with the provisions of Section 2-3 or Section 2-4
      below, provided the

                


        

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

      

      
        	
                 
      

              	
                 

              	
                Compensation
      Committee, the TI Senior Vice President responsible for Human Resources or
      such other individual designated by the Compensation Committee has
      determined, in its or such individual’s sole discretion, that those
      Employees represent a select group of management or highly-compensated
      employees of TI or its Subsidiaries, consistent with the Plan’s status
      under ERISA as a plan for a select group of management or highly
      compensated employees.  The participation of a Participant who
      has an amount credited to his Benefit Restoration Account pursuant to
      Section 2-3 or Section 2-4 shall be automatic.  The
      participation of a Designated Employee in a Deferred Compensation Account
      is elective, as described below.

              


      

       

      Sec.
2-2.      Participation
in a Deferred Compensation Account.  A Designated
Employee shall become a Participant in a Deferred Compensation Account by
completing a Deferred Compensation Agreement in the manner and form (including
without limitation, telephonic and electronic transmission, utilization of voice
response systems and computer entry, to the extent such form is permissible
under Section 409A of the Code) specified by the Administration Committee, and
electing to defer Compensation as provided in Section 3-2 below.

      


      Sec.
2-3.      Participation
in a Benefit Restoration Account for Participants in the TI Contribution and
401(k) Savings Plan.

      


      
        	
                 
      

              	
                (i)

              	
                An
      Eligible Employee will become a Participant in this Plan, and a Benefit
      Restoration Account in the name of the Participant will be credited with
      contributions not credited to such Participant’s “Contribution Account”
      under the TI Contribution and 401(k) Savings Plan for that Plan Year as of
      the date the limitations under Section 401(a)(17) of the Code and/or
      Section 415 of the Code are first applicable, so that allocations under
      the TI Contribution and 401(k) Savings Plan allocable to such account of
      such Participant are restricted.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                An
      Eligible Employee will become a Participant in this Plan, and a Benefit
      Restoration Account in the name of such Participant will be credited with
      “Employer 401(m) Contributions” not credited to the Participant’s “401(k)
      Account” under the TI Contribution and 401(k) Savings Plan for that Plan
      Year as of the date the limitations under Section 401(a)(17) and/or
      Section 415 of the Code first restrict contributions or allocations under
      the TI Contribution and 401(k) Savings Plan; provided that the Participant
      has made an election under the TI Contribution and 401(k) Savings Plan to
      defer the maximum amount of compensation permitted under Section 402(g) of
      the Code.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                A
      Designated Employee who otherwise is an Eligible Employee will become a
      Participant in this Plan and a Benefit Restoration Account in the name of
      the Participant will be credited with contributions not credited to the
      Participant’s “Contribution Account,” and with “Employer 401(m)
      Contributions” not credited to the Participant’s “401(k) Account” under
      the TI Contribution and 401(k) Savings Plan for that Plan Year because the
      Participant deferred Regular Compensation or deferred Year-End Performance
      Bonus under this Plan, as of the earliest date the deferred Regular
      Compensation or deferred Year-End Performance Bonus is credited to the
      Participant’s Deferred Compensation Account pursuant to Section 3-2 below;
      provided that no “Employer 401(m) Contributions” restoration shall be made
      unless the Participant has made an election under the TI Contribution and
      401(k) Savings Plan to defer the maximum amount of compensation permitted
      under Section 402(g) of the Code.

              


      

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      Sec.
2-4.      Participation
in a Benefit Restoration Account for Participants in the TI 401(k) Savings
Plan.  A Designated Employee who otherwise is an Eligible
Employee will become a Participant in this Plan, and a Benefit Restoration
Account in the name of such Participant will be credited with “Employer Matched
Savings Contributions” not credited to the Participant’s “401(k) Account” under
the TI 401(k) Savings Plan for that Plan Year solely because the Participant
deferred Regular Compensation or deferred Year-End Performance Bonus under this
Plan, as of the earliest date the Regular Compensation or Year-End Performance
Bonus is credited to the Participant’s Deferred Compensation Account pursuant to
Section 3-2 below; provided that the Participant has made an election under the
TI 401(k) Savings Plan to defer the maximum amount of compensation permitted
under Section 402(g) of the Code, and provided further that such contribution,
when added to any “Matched Savings Contribution” actually made pursuant to the
TI 401(k) Savings Plan, does not exceed 2% of such Participant’s Compensation
during the Plan Year as limited by Section 401(a)(17) of the Code.

      


      


      Article
III

      Participant
Account

      


      Sec.
3-1.      Participant
Account.  TI shall maintain for each Participant an unfunded
bookkeeping Deferred Compensation Account and/or Benefit Restoration Account to
which shall be credited or debited all contributions and any earnings and losses
that would have been incurred thereon if the Accounts had been invested as
directed by the Participant or as otherwise so provided pursuant to this Article
III.  A Participant shall at all times have a fully vested and
non-forfeitable right to the amounts credited to his Deferred Compensation
Account under this Plan, subject to the distribution provisions and other
requirements of this Plan.  To the extent the Participant is vested in
corresponding benefits under the TI 401(k) Savings Plan or the TI Contribution
and 401(k) Savings Plan, the Participant shall be vested in the amounts credited
to his Benefit Restoration Account, subject to the distribution provisions and
other requirements of this Plan.

      


      Sec.
3-2.      Elections
by Participants for Deferred Compensation Accounts.

      


      
        	
                 
      

              	
                (i)

              	
                Each
      Designated Employee may elect to participate in a Deferred Compensation
      Account by completing a Deferred Compensation Agreement during the
      Election Period.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                A
      Designated Employee who elects to participate in a Deferred Compensation
      Account may, during the applicable Election Period, elect to defer into a
      Deferred Compensation Account no more than 90% of the Designated
      Employee’s Year-End Performance Bonus that is earned in the upcoming Plan
      Year and paid in the following Plan Year. A Participant’s election to
      defer his Year-End Performance Bonus is irrevocable and shall become
      effective as of the first day of the Plan Year immediately following such
      Election Period.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                A
      Designated Employee who elects to participate in a Deferred Compensation
      Account may, during the applicable Election Period, elect to defer into
      the Deferred Compensation Account no more than 90% of the Designated
      Employee’s Cash Profit Sharing Compensation that is earned in the upcoming
      Plan Year and paid in the following Plan Year.  A Participant’s
      election to defer Cash Profit Sharing Compensation is irrevocable and
      shall become effective as of the first day of the Plan Year immediately
      following such Election Period.

              


      

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (iv)

              	
                A
      Designated Employee who elects to participate in a Deferred Compensation
      Account may, during the applicable Election Period, elect to defer into
      the Deferred Compensation Account no more than 25% of the Designated
      Employee’s Regular Compensation (exclusive of his Year–End Performance
      Bonus and Cash Profit Sharing Compensation) to be earned in the upcoming
      Plan Year.  A Participant’s election to defer Regular
      Compensation is irrevocable, and shall become effective for Compensation
      earned from and after the first day of the Plan Year immediately following
      such Election Period.

              


      

      


      The Employer of a Participant shall
credit to the Participant’s Deferred Compensation Account the amount of
Compensation the Participant has elected to defer.  Such amounts shall
be credited as of the date the Compensation so deferred would otherwise have
been paid to the Participant in the absence of the Participant’s deferral
election.

       

      Sec.
3-3.      Benefit
Restoration Accounts.  The Employer of
a Participant who is an Eligible Employee shall credit to the Benefit
Restoration Account of such Participant all of the following that
apply:

       

      
        
          	
                   
      

                	
                  (i)

                	
                  the
      amount of contributions not credited to such Participant’s “Contribution
      Account” under the TI Contribution and 401(k) Savings Plan for that Plan
      Year due to the limitations under Section 401(a)(17) of the Code and/or
      Section 415 of the Code or because the Participant deferred compensation
      pursuant to Section 3-2 above;

                


        

         

      

      
        	
                 
      

              	
                (ii)

              	
                the
      amount of any “Employer 401(m) Contributions” which would have been made
      but which were not made and credited to the “401(k) Account” under the TI
      Contribution and 401(k) Savings Plan because of the application of Section
      401(a)(17) and/or Section 415 of the Code or because the Participant
      deferred compensation pursuant to Section 3-2 above; provided that the
      Participant has made an election under the TI Contribution and 401(k)
      Savings Plan to defer the maximum amount of compensation permitted under
      Section 402(g) of the Code; and/or

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                the
      amount of any “Matched Savings Contribution” under the TI 401(k) Savings
      Plan which would have been credited but which was not credited under the
      TI 401(k) Savings Plan solely because the Designated Employee deferred
      compensation pursuant to Section 3-2 above, provided that the Participant
      has made an election under the TI 401(k) Savings Plan to defer the maximum
      amount of compensation permitted under Section 402(g) of the Code, and
      provided further that such contribution, when added to any “Matched
      Savings Contribution” actually made pursuant to the TI 401(k) Savings
      Plan, does not exceed 2% of such Designated Employee’s Compensation during
      the Plan Year as limited by Section 401(a)(17) of the
  Code.

              


      

      


      Sec.
3-4.      Investment
Performance of Contributions.  As soon as the
Administration Committee determines that it is administratively feasible, a
Participant may direct the Administration Committee to value amounts deferred or
credited for that Plan Year to each of (1) the portion of the Deferred
Compensation Account attributable to deferrals provided for in Sections 3-2(ii)
and (iii), if applicable, (2) the portion of the Deferred Compensation Account
attributable to deferrals provided for in Section 3-2(iv), if applicable, and
(3) the Benefit Restoration Account for such Participant pursuant to Section
3-3, if applicable, so as to reflect the performance of any of the participant
investment funds authorized under the TI Contribution and 401(k) Savings
Plan.  In the case of elections of amounts deferred pursuant to
Section 3-2 for any Plan Year and amounts credited for any Plan Year to a
Benefit Restoration Account of a Participant, the participant investment funds
available under this Plan shall exclude the TI 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      Stock
Fund and the Self Directed Brokerage Account as defined in said TI Contribution
and 401(k) Savings Plan.  In the case of the portion of the Deferred
Compensation Accounts and the Benefit Restoration Accounts attributable to the
New Plan, the TI Stock Fund and the Self Directed Brokerage Account shall be
excluded, and in the case of the portion of the Deferred Compensation Accounts
and the Benefit Restoration Accounts attributable to the Frozen DCP, the Self
Directed Brokerage Account shall be excluded.  Subject to the
provisions of this Section 3-4, separate directions may be made with respect to
amounts already credited to a Participant’s Accounts and, in the case of the
Deferred Compensation Account, with respect to amounts to be credited in the
future.

      


      If a Participant has not made
investment performance directions for that Plan Year for an amount credited to
any of the portions of that Participant’s Deferred Compensation Account or his
Benefit Restoration Account for that Plan Year pursuant to the foregoing
provisions of this Section 3-4, then such amount shall reflect the performance
of the Lifestyle 2010 Fund or such other low risk investment fund as selected by
the Retirement Investment Committee provided for in the TI Contribution and
401(k) Savings Plan.

      


      Notwithstanding the foregoing
provisions of this Section 3-4, with respect to the portion of the Deferred
Compensation Accounts and the Benefit Restoration Accounts attributable to the
Frozen DCP and the portion in those Accounts attributable to the New Plan,
investment in the TI Stock Fund shall be subject to the following
limitations:

       

      
        
          	
                   
      

                	
                  (i)

                	
                  no
      Participant shall be permitted to direct that any additional amounts in
      the portion of his Accounts attributable to the Frozen DCP or the New Plan
      reflect the performance of the TI Stock
Fund;

                


        

        


        
          	
                   
      

                	
                  (ii)

                	
                  dividends
      on TI Stock shall be reinvested in the TI Stock Fund;
  and

                


        

        


        
          	
                   
      

                	
                  (iii)

                	
                  from
      and after January 1, 2010, Participants who have amounts in their Accounts
      attributable to the Frozen DCP or the New Plan shall no longer be
      permitted to direct that any of such amounts reflect the performance of
      the TI Stock Fund, and the TI Stock Fund shall be removed as an investment
      performance fund alternative which is available under this Plan with
      respect to the portion of their Accounts attributable to the Frozen DCP or
      the New Plan.  Prior to January 1, 2010, the Administration
      Committee shall establish procedures for redirecting amounts which have
      been directed to reflect the performance of the TI Stock Fund into one of
      the other investment performance fund alternatives available under the
      Plan.

                


        

      

       

      Participant investment performance
directions for a Plan Year may be made not more often than once each day. Each
such direction which conforms to the terms and conditions specified by the
Administration Committee shall be effective as soon as practicable after it is
made and shall continue in effect until revoked or modified by a new
direction.

       

      Sec.
3-5.      Withdrawal
of Contributions.  A Participant
may not withdraw funds credited to the Participant’s Deferred Compensation
Account and Benefit Restoration Account unless the Participant has an
Unforeseeable Emergency.  An “Unforeseeable Emergency” is a severe
financial hardship to the Participant resulting from (a) 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), (b) loss of the Participant’s property due
to casualty, or (c) other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the Participant’s control, all as
determined by the Administration Committee based on the relevant facts and
circumstances and as 

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      provided
for in Treas. Reg. §1.409A-3(i)(3) or any successor
provision.  Examples of potential Unforeseeable Emergencies include
the following:

      


      
        	
                 
      

              	
                (i)

              	
                the
      need to rebuild a home following damage to a home not otherwise covered by
      insurance;

              


      

      

        
          	
                   
      

                	
                  (ii)

                	
                  the
      imminent foreclosure of or eviction from the Participant’s primary
      residence;

                


        

        


        
          	
                   
      

                	
                  (iii)

                	
                  the
      need to pay for medical expenses, including nonrefundable deductibles, as
      well as for the costs of prescription drug medication;
  and

                


        

      

      


      
        	
                 
      

              	
                (iv)

              	
                the
      need to pay for funeral expenses of a spouse, a Beneficiary, or a
      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).

              


      

      


      Whether a Participant is faced with an
Unforeseeable Emergency under the Plan is to be determined based on the relevant
facts and circumstances of each case, but in any case, a withdrawal on account
of an Unforeseeable Emergency may not be made to the extent that such emergency
is or may be relieved (a) through reimbursement or compensation from insurance
or otherwise, (b) by liquidation of the Participant’s assets, to the extent the
liquidation of such assets would not cause severe financial hardship, or (c) 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 Administration Committee, in its
sole discretion.  The Participant must apply in writing for a payment
upon an “Unforeseeable Emergency,” using the form prescribed by the
Administration Committee.  The Administration Committee retains the
sole and absolute discretion to grant or deny a payment upon an Unforeseeable
Emergency.  Payment of any amount withdrawn under this Section 3-5
shall be made as soon as administratively possible but in no event more than
ninety (90) days following the determination of an Unforeseeable Emergency by
the Administration Committee.  A Participant’s deferrals shall not
cease following a payment upon an Unforeseeable Emergency.

       

      Sec.
3-6.      Scheduled
Distribution Dates and Forms for Payment.  Subject to
Sections 3-7, 3-8 and 3-11:

       

      
        
          	
                                             
      (i)

                	
                  (a)

                	
                  except
      as otherwise provided in this Section 3-6, each Election Period each
      Designated Employee shall elect separate Scheduled Distribution Dates for
      distribution of the amounts, if any, credited during the Plan Year to
      which the Election Period relates, for each of (1) the portion of the
      Deferred Compensation Account attributable to deferrals provided for in
      Sections 3-2(ii) and (iii), and (2) the portion of the Deferred
      Compensation Account attributable to deferrals provided for in Section
      3-2(iv), and the Benefit Restoration Account for such Designated Employee
      pursuant to Section 3-3, along with the earnings on such amounts;
      provided, however, that any Scheduled Distribution Date designated by such
      Designated Employee shall be no earlier than two (2) years following the
      end of the Plan Year to which such designation
  relates;

                


        

        
           

          
            	
                     
      

                  	
                    (b)

                  	
                    effective
      as of the Election Period beginning on or after November 1, 2008 and
      ending on or prior to December 31, 2008, for any Participant who had
      amounts 

                  


          

          


          
            
              
              

            

            
              10

              
                

              

            

            
              
              

            

          

        

      

      
        	
                 
      

              	
                 

              	
                credited
      to one or both of his Accounts in the New Plan for the 2005 through 2008
      Plan Years, such Participant had the right to elect, during such Election
      Period a single Scheduled Distribution Date (which shall be no earlier
      than July, 2010) for all such amounts, if any, credited during those Plan
      Years prior to 2009 to the Deferred Compensation Account and the Benefit
      Restoration Account for such Participant, along with the earnings on such
      amounts.  The election described in this paragraph (b) was
      intended to comply, where applicable, with the transition relief provided,
      with respect to Section 409A of the Code by (1) Notice 2005-1, Q&A
      19(c) issued by the Internal Revenue Service (“IRS”) and the U.S.
      Department of the Treasury, (2) the IRS Proposed Regulations under Section
      409A of the Code published on October 4, 2005, (3) Notice 2006-79 issued
      by the IRS and the U.S. Department of the Treasury, (4) the IRS Final
      Regulations under Section 409A of the Code effective April 17, 2007, and
      (5) Notice 2007-86 issued by the IRS and the U.S. Department of the
      Treasury (collectively, the “409A Transition Relief”) and shall be
      interpreted in all respects to be consistent with and in compliance with
      the 409A Transition Relief;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                effective
      as of the Election Period beginning on or after November 1, 2008 and
      ending on or prior to December 31, 2008 for any Participant who had
      amounts credited to one or both of his Accounts in the New Plan on
      November 1, 2008 which are attributable to amounts from the merged Frozen
      DCP, such Participant was entitled to elect during such Election Period a
      single Scheduled Distribution Date (which shall be no earlier than July,
      2010) for all such amounts, if any, attributable to the Frozen DCP as of
      November 1, 2008 and credited to the Deferred Compensation Account and the
      Benefit Restoration Account for such Participant, along with the earnings
      on such amounts.  The election described in this paragraph (c)
      was intended to comply, where applicable, with the 409A Transition Relief
      and shall be interpreted in all respects to be consistent with and in
      compliance with the 409A Transition Relief.  Such election shall
      not apply to the Frozen Non-Qualified Pension Plan
    Deferrals;

              


      

      
        
          
            

              
                	
                         
      

                      	
                        (d)

                      	
                        the
      elections provided for in this Section 3-6(i) shall be made in such manner
      (including without limitation, telephonic and electronic transmission,
      utilization of voice response systems and computer entry, to the extent
      such form is permissible under Section 409A of the Code) as specified by
      the Administration Committee, subject to Section 3-6(ii) and (iii)
      below.  Any such election shall remain in effect until a
      subsequent distribution election, if any, becomes
    effective;

                      


              

              

                
                  	
                           
      

                        	
                          (e)

                        	
                          the
      Scheduled Distribution Date from and after January 1, 2009 for any amount
      credited during a Plan Year to the Benefit Restoration Account of a
      Participant who is not a Designated Employee for that Plan Year is the
      January of the 3rd Plan Year following the Plan Year in which such amount
      is credited to such Account;

                        


                

                 

              

              
                	
                         
      

                      	
                        (f)

                      	
                        notwithstanding
      the foregoing provisions of this Section 3-6(i), in no event shall the
      Scheduled Distribution Date designated by any Participant be later than
      the month in which such Participant attains age seventy-five
      (75).

                      


              

            

          

        

      

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (ii)

              	
                At
      the time of the elections provided for in Section 3-6(i), a Participant
      shall elect to receive distribution of the amounts credited to his
      Accounts for the applicable Scheduled Distribution Date in one of the
      following forms:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                a
      lump sum payable during the Participant’s Scheduled Distribution
      Date;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                annual
      installments to be paid over five (5) consecutive years, with the first
      installment being paid during the Participant’s Scheduled Distribution
      Date, and the subsequent installments being paid during the next four (4)
      anniversaries of such Scheduled Distribution Date;
  or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                annual
      installments to be paid over ten (10) consecutive years, with the first
      installment being paid during the Participant’s Scheduled Distribution
      Date, and the subsequent installments being paid during the next nine (9)
      anniversaries of such Scheduled Distribution
  Date.

              


      

       

      
        
          	
                   
      

                	
                  (iii)

                	
                  If
      a Participant fails or refuses to make an election of either the date or
      form of payment for any Plan Year pursuant to Sections 3-6(i)(a) and/or
      (ii), the amounts credited to such Participant’s Accounts for such Plan
      Year shall be paid in a lump sum, in the case of a failure to elect a form
      of payment, and in January of the third (3rd)
      Plan Year following such Plan Year, in the case of a failure to elect a
      date of payment.  If a Participant fails or refuses to make an
      election of either the date or form of payment pursuant to Sections
      3-6(i)(b) and/or (i)(c) and 3-6(ii), the amounts credited to such
      Participant’s Accounts attributable to the Frozen DCP or the New Plan for
      the 2005 through 2008 Plan Years shall be paid (a) in the case of any
      Participant not described in clause (b) or (c) below, in a lump sum in
      January, 2012, (b) in the case of any Participant whose election under the
      Frozen DCP or the New Plan, as the case may be, (the “Previous Election”)
      provided for a lump sum payment upon attainment of age 60 or 65 in 2009,
      in a lump sum on the date in 2009 when such Participant attains age 60 or
      65, and (c) in the case of any Participant in the Frozen DCP whose
      scheduled date of distribution, determined as of November 1, 2008, was to
      occur in 2009, on such scheduled date in 2009 in the form of payment set
      forth in such Participant’s Previous
Election.

                


        

         

      

      
        	
                 
      

              	
                (iv)

              	
                Any
      amount credited during a Plan Year to the Benefit Restoration Account of a
      Participant who is not a Designated Employee for that Plan Year shall be
      distributed in a lump sum.

              


      

      


      
        	
                 
      

              	
                (v)

              	
                Any
      Scheduled Distribution Date and/or form of distribution from Accounts,
      whether previously elected or otherwise specified, may be revoked and a
      new election substituted therefore at any time as permitted by the
      Administration Committee.  A Participant may change the
      Scheduled Distribution Date and/or form of distribution from the Scheduled
      Distribution Date and/or form first elected or specified to another
      Scheduled Distribution Date and/or form provided for in Section 3-6(i) and
      (ii) by submitting an appropriate election form to the Administration
      Committee in accordance with the following
  criteria:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                the
      new election shall not take effect until at least twelve (12) months after
      the date on which the new election is
made;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      new election must include a Scheduled Distribution Date which is at least
      five (5) years after the Scheduled Distribution Date (as determined in
      accordance with

              


      

      
        


        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

        
          	
                   
      

                	
                   

                	
                  the
      Final Regulations under Section 409A of the Code) that otherwise would
      have been applicable;

                


        

        
           

        

        
          	
                   
      

                	
                  (c)

                	
                  the
      election must be made at least twelve (12) months prior to the Scheduled
      Distribution Date that otherwise would have been applicable. For
      purposes of applying the provisions of this Section 3-6(v), a
      Participant’s election to change the Scheduled Distribution Date and/or
      form of distribution shall not be considered to be made until the date on
      which the election becomes irrevocable.  Such election shall
      become irrevocable when it is received by the Administration Committee;
      and

                


        

        


        
          	
                   
      

                	
                  (d)

                	
                  the
      elections provided for in this Section 3-6(v) shall be made in such manner
      (including without limitation, telephonic and electronic transmission,
      utilization of voice response systems and computer entry, to the extent
      such form is permissible under Section 409A of the Code) as specified by
      the Administration Committee.  Subject to the requirements of
      this Section 3-6(v), the election form most recently accepted by the
      Administration Committee that has become effective shall govern the
      Scheduled Distribution Date and/or form of distribution of the amounts
      credited to the Participants’
Accounts.

                


        

         

      

      
        	
                 
      

              	
                (vi)

              	
                Notwithstanding
      the foregoing provisions of this Section 3-6 and Section 3-7, none of the
      election provisions set forth herein shall apply to the Frozen
      Non-Qualified Pension Plan Deferrals, which shall be paid in accordance
      with the distribution option selected by the Participant under or
      otherwise provided by, and shall be governed by the terms of the Frozen
      DCP as in effect prior to November 1,
2008.

              


      

       

      Sec.
3-7.      Distribution
of Participant Accounts.

      


      
        	
                 
      

              	
                (i)

              	
                TI
      shall maintain each Participant’s bookkeeping Deferred Compensation
      Account and/or Benefit Restoration Account until distributed as provided
      in Sections 3-6(ii) and (iii), subject to Section
  6-1(ii).

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Notwithstanding
      the foregoing, and except as otherwise provided in this paragraph, in the
      event of the death of a Participant prior to the receipt of the full
      amount to be distributed, the then balance credited to the Participant’s
      Accounts will, subject to Section 3-8, be distributed as soon as
      practicable following the month in which the death occurred, but in no
      event later than ninety (90) days following the date of
      death.  Such distribution shall be made to the Beneficiary or
      Beneficiaries designated by the Participant, or if there is no Beneficiary
      designation under this Plan, to the Participant’s beneficiary or
      beneficiaries under the TI 401(k) Savings Plan or TI Contribution and
      401(k) Savings Plan, as applicable.  If no beneficiary was
      designated under either of those plans, distribution will be made to the
      Participant’s estate.  In the case of amounts in a Participant’s
      Deferred Compensation Account composed of Frozen Non-Qualified Pension
      Plan Deferrals, in the event of the death of the Participant prior to the
      receipt of those amounts in full, the balance of those amounts shall be
      paid pursuant to the provisions of the Frozen DCP as in effect prior to
      November 1, 2008.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                Accounts
      shall be adjusted to reflect all
distributions.

              


      

      
        


        
          	
                   
      

                	
                  (iv)

                	
                  Distributions
      and withdrawals under this Article III shall be made by check or
      electronic fund transfer and may be made through a paying agent or
      recordkeeper selected by the

                


        

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

      

      
        	
                 
      

              	
                 

              	
                Administration
      Committee.  Benefits payable under this Plan may not be rolled
      over or transferred to an individual retirement account or to any other
      employee benefit plan.

              


      

       

      Sec.
3-8.      Limitation
on Time of Distribution.  If TI reasonably
anticipates that any amount to be paid to a Participant on any Scheduled Payment
Date 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 3-8 shall not apply unless all scheduled payments to which the
Participant would be entitled which could be delayed in accordance with the
provisions of this Section 3-8 also are delayed.

      


            Sec.
3-9.        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 or any Deferred Compensation
Agreement.  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.
3-10.     Assignment.  Except
as provided in Section 3-11 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.
3-11.     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 Contribution and 401(k) Savings Plan or
the TI 401(k) Savings Plan, and shall be subject to all claims provisions and
restrictions of those plans; provided, however, that the distribution of
benefits hereunder in satisfaction of an Alternate Payee Claim shall be made in
a lump-sum payment as soon as practicable after the determination of the
validity of the claim.  No order issued pursuant to an Alternative
Payee Claim may require payment in any other form than a full lump sum
distribution equal to the present value (as determined by the Administration
Committee) of the Alternate Payee Claim.  The provisions of Section
3-6 governing changes in the time and form of payment of benefits under this
Plan do not apply to elections by individuals other than the Participant, with
respect to payments to a person other than the Participant, to the extent such
elections are reflected in or made in accordance with the terms of a “domestic
relations order” (as defined in Section 414(p)(1)(B) of the Code).

      


      Sec.
3-12.     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.

      


      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      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 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) (a) the defense of lawsuits and
conduct of litigation in the name of the Plan (subject to the approval of the
General Counsel of TI), (b) the full power and discretion to interpret and
construe this Plan where it concerns (i) questions of eligibility or status, and
(ii) 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.       Accounts
of Participants.  The Administration Committee shall maintain
records of all Accounts of Participants and such other 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.  The Administration Committee in its discretion shall
determine whether, and to what extent, Participant Accounts will be charged with
the expenses of administration of the Plan.  Expenses charged against
Participant Accounts shall be charged as adjustments under Section 3-4 and
Section 3-7, as applicable.  Expenses of the Plan not charged to
Participant Accounts shall be paid by TI.

      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      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. 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.

      


      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
or the distribution of any underpayment 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:

      


      
        
          
          

        

        
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      Texas
Instruments

      Attn:
Deferred Compensation Plan

      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.

      


      Article
VI

      General
Provisions

      


      Sec.
6-1.       Amendment,
Termination.

      


      
        	
                 
      

              	
                (i)

              	
                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, or
      alteration shall divest any Participant of any deferral made prior to the
      amendment.  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 or makes any
      promise to pay benefits other than as provided under this
      Plan.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                The
      Board of Directors reserves to its Compensation Committee the right to
      discontinue deferrals under a Deferred Compensation Agreement at any
      time.  Following a termination of the Plan, the Participants’
      Accounts shall continue to be credited with amounts attributable to a
      deferral election that was in effect prior to the Plan termination to the
      extent deemed necessary to comply with Section 409A of the Code and
      related Treasury Regulations, and additional amounts earned prior to Plan
      termination shall continue to be credited or debited to such Participants’
      Accounts pursuant to Section 3-3.  The investment funds
      available to Participants following the termination of the Plan shall be
      comparable in number and type to those investment funds available to
      Participants under the TI Contribution and 401(k) Savings Plan, excluding
      the TI Stock Fund and the Self Directed Brokerage Account.  In
      addition, following a Plan termination, Participant Accounts shall remain
      in the Plan and shall not be distributed until such amounts become
      eligible for distribution in accordance with the other applicable
      provisions of the 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 Account balances of the
      Participants 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 the Beneficiary from receiving, in addition to any payments
provided for under this Plan, any payments provided for under any

       

      
        
          
          

        

        
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      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
compensation for employees.

       

      Sec.
6-3.       Rights
of Persons Making Claims.  No Employee, Designated Employee or
Participant, or any person or entity claiming through an Employee, Designated
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 under, credited
to Accounts under, 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
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 the purpose of reference
only and are not to be considered in the construction of this
Plan.  Where this Plan supplements benefits under the TI 401(k)
Savings Plan or the TI Contribution and 401(k) Savings Plan, this Plan is
functionally and operationally related to such plans, and is to be interpreted
in a manner consistent with the TI 401(k) Savings Plan and the TI Contribution
and 401(k) Savings Plan to provide the benefits contemplated hereunder in a
comprehensive manner.

      


      


      
        
          
          

        

        
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