EX-4.1




 Exhibit 4.1 

TEXAS INSTRUMENTS INCORPORATED 

OFFICERS’ CERTIFICATE 

August 16, 2022 

Reference is made to the Indenture dated as of May 23, 2011 (the “Indenture”) by and between Texas Instruments Incorporated
(the “Issuer”) and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”). The Trustee is the trustee for any and all securities issued
under the Indenture. Pursuant to Section 2.04(c) of the Indenture, the undersigned officers do hereby certify, in connection with the issuance of $400,000,000 aggregate principal amount of 3.650% Notes due 2032 (the “2032
Notes”) and $300,000,000 aggregate principal amount of 4.100% Notes due 2052 (the “2052 Notes” and, together with the 2032 Notes, the “Notes”), that (i) the form and terms of the Notes have been
established pursuant to Section 2.01 and Section 2.03 of the Indenture and comply with the Indenture, and (ii) the terms of the Notes are as follows: 

Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Indenture. 

The 2032 Notes 
  

			
	Title:	  	3.650% Notes due 2032.
		
	Issuer:	  	Texas Instruments Incorporated.
		
	Trustee, Registrar, Transfer Agent, Authenticating Agent, and Paying Agent:	  	U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association.
		
	Aggregate Principal Amount at Maturity:	  	$400,000,000.
		
	Principal Payment Date:	  	August 16, 2022.
		
	Interest:	  	3.650% per annum.
		
	Date from which Interest will Accrue:	  	August 16, 2022.
		
	Interest Payment Dates:	  	February 16 and August 16, commencing on February 16, 2023.













			
	Redemption:	  	Prior to the Par Call Date, the 2032 Notes will be redeemable, in whole or in part at any time, or from time to time, at the Issuer’s option, at a “make-whole premium” redemption price calculated by the Issuer equal
to the greater of:
		
		  	(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon in each case discounted to the redemption date (assuming the 2032 Notes matured on the Par Call Date) on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and
		
		  	 (2) 100% of the principal amount of the 2032 Notes to be redeemed,
  

plus, in either case, accrued and unpaid interest thereon to the redemption date.

		
		  	On or after the Par Call Date, the Issuer may redeem the 2032 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2032 Notes being redeemed plus accrued
and unpaid interest thereon to the redemption date.
		
		  	 The Issuer will deliver to the Trustee at least 15 days prior to the date on which notice of a redemption is mailed to holders of the 2032
Notes (unless a shorter time period shall be acceptable to the Trustee) an Officers’ Certificate stating the aggregate principal amount of 2032 Notes.
  

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10
days but not more than 60 days before the redemption date to each Holder of the 2032 Notes to be redeemed. Notice of any redemption may, at the Issuer’s discretion, be given subject to one or more conditions precedent, including, but not
limited to, completion of a corporate transaction that is pending. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event
that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant redemption date.



  
 2 













			
		  	In the case of a partial redemption, selection of the 2032 Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No 2032 Note of a principal
amount of $2,000 or less will be redeemed in part. If any 2032 Note is to be redeemed in part only, the notice of redemption that relates to such Note will state the portion of the principal amount of such Note to be redeemed. A new Note in a
principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the 2032 Note upon surrender for cancellation of the original Note. For so long as the 2032 Notes are held by DTC (or another Depositary), the
redemption of the 2032 Notes shall be done in accordance with the policies and procedures of the Depositary.
		
		  	Unless the Issuer defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the 2032 Notes or portions thereof called for redemption.
		
	Conversion:	  	None.
		
	Sinking Fund:	  	None.
		
	Denominations:	  	$2,000 and multiples of $1,000 in excess thereof.
		
	Miscellaneous:	  	The terms of the 2032 Notes shall include such other terms as are set forth in the form of 2032 Notes attached hereto as Exhibit A and in the Indenture.

 The 2052 Notes 
  

			
	Title:	  	4.100% Notes due 2052.
		
	Issuer:	  	Texas Instruments Incorporated.


  
 3 













			
	Trustee, Registrar, Transfer Agent, Authenticating Agent, and Paying Agent:	  	U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association.
		
	Aggregate Principal Amount at Maturity:	  	$300,000,000.
		
	Principal Payment Date:	  	August 16, 2052.
		
	Interest:	  	4.100% per annum.
		
	Date from which Interest will Accrue:	  	August 16, 2022.
		
	Interest Payment Dates:	  	February 16 and August 16, commencing on February 16, 2023.
		
	Redemption:	  	 Prior to the Par Call Date, the 2052 Notes will be redeemable, in whole or in part at any time, or from time to time, at the Issuer’s
option, at a “make-whole premium” redemption price calculated by the Issuer equal to the greater of:
  

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon in each case discounted to the redemption date
(assuming the 2052 Notes matured on the Par Call Date) on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the 2052 Notes) plus 20 basis points less (b) interest accrued to the
date of redemption, and
  
 (2) 100% of the principal amount of the 2052 Notes to be
redeemed,
  
 plus, in either case, accrued and unpaid interest thereon to the
redemption date.
  
 On or after the Par Call Date, the Issuer may redeem the 2052
Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2052 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

 
 The Issuer will deliver to the Trustee at least 15 days prior to the date on which
notice of a redemption is mailed to holders of the 2052 Notes (unless a shorter



  
 4 













			
		 	 time period shall be acceptable to the Trustee) an Officers’ Certificate stating the aggregate principal amount of 2052 Notes.

 
 Notice of any redemption will be mailed or electronically delivered (or otherwise
transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed. Notice of any redemption may, at the Issuer’s discretion, be
given subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe
each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant redemption date.

 
 In the case of a partial redemption, selection of the 2052 Notes for redemption will be
made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No 2052 Note of a principal amount of $2,000 or less will be redeemed in part. If any 2052 Note is to be redeemed in part only, the
notice of redemption that relates to such Note will state the portion of the principal amount of such Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the
Note upon surrender for cancellation of the original Note. For so long as the 2052 Notes are held by DTC (or another Depositary), the redemption of the 2052 Notes shall be done in accordance with the policies and procedures of the Depositary.

 
 Unless the Issuer defaults in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the 2052 Notes or portions thereof called for redemption.

		
	Conversion:	 	None.
		
	 Sinking Fund:
	 	None.


  
 5 













			
	Denominations:	  	$2,000 and multiples of $1,000 in excess thereof.
		
	Miscellaneous:	  	The terms of the 2052 Notes shall include such other terms as are set forth in the form of 2052 Notes attached hereto as Exhibit B and in the Indenture.

 Subject to the representations, warranties and covenants described in the Indenture, as amended or
supplemented from time to time, the Issuer shall be entitled, subject to authorization by the Board of Directors of the Issuer and an Officers’ Certificate, to issue additional notes from time to time under each series of Notes issued hereby.
Any such additional notes of a series shall have identical terms as the 2032 Notes or the 2052 Notes, as the case may be, other than with respect to the date of issuance, the issue price and interest accrued prior to the issue date of the additional
notes (together, the “Additional Notes”). The Additional Notes of a series will have the same CUSIP number as the applicable series of Notes; provided that any Additional Notes that are not fungible with the applicable series
of Notes for U.S. federal income tax purposes will be issued under a separate CUSIP number. Any Additional Notes will be issued in accordance with Section 2.03 of the Indenture. 

The undersigned officers have read and understand the provisions of the Indenture and the definitions relating thereto. The statements made in
this Officers’ Certificate are based upon the examination of the provisions of the Indenture and upon the relevant books and records of the Issuer. In the opinion of each undersigned officer, such officer has made such examination or
investigation as is necessary to enable such officer to express an informed opinion as to whether or not the covenants and conditions of such Indenture relating to the issuance and authentication of the Notes have been complied with. In such
officer’s opinion, such covenants and conditions have been complied with. 
 [Signature page follows] 

  
 6 












 IN WITNESS WHEREOF, the undersigned officers of the Issuer have duly executed this
certificate as of the date first set forth above. 
  

					
	TEXAS INSTRUMENTS INCORPORATED
		
	By:	 	 /s/ Rafael R. Lizardi

		 	Name:	 	Rafael R. Lizardi
		 	Title:	 	 Senior Vice President and
 Chief Financial
Officer

		
	By:	 	 /s/ Jack I. Holmes

		 	Name:	 	Jack I. Holmes
		 	Title:	 	Vice President and Treasurer


 [Signature Page to Officers’ Certificate Pursuant to the Indenture] 











 EXHIBIT A 

[FORM OF NOTES DUE 2032] 
 UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN. 

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 











 TEXAS INSTRUMENTS INCORPORATED 

3.650% Notes due 2032 
  

			
	No. [1]	  	CUSIP No.: 882508 BP8
	 ISIN No.: US882508BP81

 

	$[        ]

 TEXAS INSTRUMENTS INCORPORATED, a Delaware corporation (the “Issuer”), for value received
promises to pay to CEDE & CO. or registered assigns the principal sum of $[        ] on August 16, 2032. 

Interest Payment Dates: February 16 and August 16 (each, an “Interest Payment Date”), commencing on February 16, 2023. 

Interest Record Dates: February 2 and August 2 (each, an “Interest Record Date”). 

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at
this place. 











 IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile by
its duly authorized officers under its corporate seal. 
  

					
	TEXAS INSTRUMENTS INCORPORATED
		
	By:	 	  

		 	Name:	 	Rafael R. Lizardi
		 	Title:	 	 Senior Vice President and
 Chief Financial
Officer

		
	By:	 	  

		 	Name:	 	Jack I. Holmes
		 	Title:	 	Vice President and Treasurer


 [Seal of Texas Instruments Incorporated] 

Attest: 
  

							
	  	 	By:	 	  

		 		 	Name:	 	Leslie Mba
		 		 	Title:	 	Vice President, Assistant Secretary and Assistant General Counsel












 This is one of the Notes of the series designated herein and referred to in the within-
mentioned Indenture. 
 Dated: August 16, 2022 
  

					
	U.S. BANK TRUST COMPANY, NATIONAL
	ASSOCIATION, as Trustee
		
	By:	 	  

		 	Name:	 	Michael K. Herberger
		 	Title:	 	Vice President













 (REVERSE OF NOTE) 

TEXAS INSTRUMENTS INCORPORATED 

3.650% Notes due 2032 
  

	 	1.	 Interest. 



Texas Instruments Incorporated (the “Issuer”) promises to pay interest on the principal amount of this Note at the rate per
annum described above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been paid, from August 16, 2022. Interest on this Note will be paid to but excluding the relevant
Interest Payment Date. The Issuer will pay interest semi-annually in arrears on each Interest Payment Date, commencing February 16, 2023 to the person in whose name the Note is registered at the close of business on the preceding Interest Record
Date. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months in a manner consistent with Rule 11620(b) of the FINRA Uniform Practice
Code. 
 The Issuer shall pay interest on overdue principal from time to time on demand at the rate borne by the Notes and on overdue
installments of interest (without regard to any applicable grace periods) to the extent lawful. 
  

	 	2.	 Paying Agent. 



Initially, U.S. Bank Trust Company, National Association (the “Trustee”) will act as paying agent. The Issuer may change any
paying agent without notice to the holders (the “Holders”). 
  

	 	3.	 Indenture; Defined Terms. 



This Note is one of the 3.650% Notes due 2032 (the “Notes”) issued under an indenture dated as of May 23, 2011 (the
“Base Indenture”) by and between the Issuer and the Trustee, and established pursuant to an Officers’ Certificate dated August 16, 2022, issued pursuant to Section 2.01 and Section 2.03 thereof (together, the
“Indenture”). This Note is a “Security” and the Notes are “Securities” under the Indenture. 
 For
purposes of this Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”) as in effect on the date on which the Indenture was qualified under the TIA; including, without limitation, the defeasance provision set forth in
Section 10.01(b) of the Base Indenture; provided that Section 10.01(b)(C) of the Base Indenture is amended and restated as set forth below for purposes of this Note. Notwithstanding anything to the contrary herein, the Notes are subject to
all such terms, provided that Section 10.01(b)(C) of the Base Indenture is amended and restated as set forth below for purposes of this Note, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms. To the












 
extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern, provided that, for purposes of this Note, Section 10.01(b)(C) of the Base Indenture
is amended and restated as set forth below. 
 “(C) the Issuer has delivered to the Trustee an Officers’
Certificate and an opinion of independent legal counsel satisfactory to the Trustee to the effect that the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or that since the date of issuance of the
Securities of such series there has been a change in the applicable Federal income tax law, in either case to the effect that beneficial owners of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes
as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
and” 
  

	 	4.	 Denominations; Transfer; Exchange. 



The Notes are in registered form, without coupons, in denominations of $2,000 and multiples of $1,000 in excess thereof. A Holder shall
register the transfer or exchange of Notes in accordance with the Indenture. The Issuer may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental
charges payable in connection therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen (15) days before the mailing of a notice
of redemption, nor need the Issuer register the transfer or exchange of any Note selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed. 

 

	 	5.	 Amendment; Supplement; Waiver. 



Subject to certain exceptions, the Notes and the provisions of the Indenture relating to the Notes may be amended or supplemented and any
existing default or Event of Default or compliance with certain provisions may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of all series of Outstanding Securities (including the Notes) under
the Indenture that are affected by such amendment, supplement or waiver (voting together as a single class). Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture and the Notes to, among other things,
cure any ambiguity, omission, defect or inconsistency or comply with any requirements of the Commission in connection with the qualification of the Indenture under the TIA, or make any other change that does not adversely affect the rights of any
Holder of a Note in any material respect. 












	 	6.	 Redemption. 



(a) Prior to the Par Call Date, the Notes will be redeemable, in whole or in part at any time, or from time to time, at the Issuer’s
option, at a “make-whole premium” redemption price calculated by the Issuer equal to the greater of: 
  

	 	(1)	 (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon in each
case discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined
below) plus 15 basis points less (b) interest accrued to the date of redemption, and 


  

	 	(2)	 100% of the principal amount of the Notes to be redeemed, 



plus, in either case, accrued and unpaid interest thereon to the redemption date. 

(b) On or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption
price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. 

Notwithstanding the foregoing, installments of interest on Notes that are due and payable on interest payment dates falling on or prior to a
redemption date will be payable on the interest payment date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. 

“Par Call Date” means May 16, 2032 (the date that is three months prior to the maturity date of the Notes). 

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the
following two paragraphs. 
 The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as
yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such
time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication)
(“H.15”) under the caption “U.S. government securities—Treasury constant maturities—Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Issuer shall
select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant
maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately
longer than the Remaining Life—and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or
(3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable
Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date. 











 If on the third business day preceding the redemption date H.15 TCM is no longer published,
the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such
redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more
United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States
Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding
sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury
securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the
bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places. 

The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent
manifest error. 
 Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the
Depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed. 

In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the
Trustee in its sole discretion deems appropriate and fair. No Note of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion
of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long
as the Notes are held by DTC (or another Depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the Depositary. 

Unless the Issuer defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or
portions thereof called for redemption. 
  

	 	7.	 Defaults and Remedies. 



If an Event of Default (other than certain bankruptcy Events of Default with respect to the Issuer) under the Indenture occurs with respect to
the Notes and is continuing, then the Trustee may and, at the direction of the Holders of at least 25% in principal amount of the outstanding Notes, shall by written notice, require the Issuer to repay immediately the entire principal amount of the
Outstanding Notes, together with all accrued and unpaid interest and 











 premium, if any. If a bankruptcy Event of Default with respect to the Issuer occurs and is continuing, then
the entire principal amount of the Outstanding Notes will automatically become due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Holders of Notes may not enforce the Indenture or the Notes
except as provided in the Indenture. The Trustee is not obligated to enforce the Indenture or the Notes unless it has received indemnity as it reasonably requires. The Indenture permits, subject to certain limitations therein provided, Holders of a
majority in aggregate principal amount of the Notes then outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of certain continuing defaults or Events of Default if it
determines that withholding notice is in their interest. 
  

	 	8.	 Authentication. 



This Note shall not be valid until the Trustee manually signs the certificate of authentication on this Note. 

 

	 	9.	 Abbreviations and Defined Terms. 



Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
  


	 	10.	 CUSIP Numbers. 



Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to
be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon. 

 

	 	11.	 Governing Law. 



The laws of the State of New York shall govern the Indenture and this Note thereof. 











 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
 I or we assign
and transfer this Note to 
 (Print or type assignee’s name, address and zip code) 

(Insert assignee’s soc. sec. or tax I.D. No.) 

and irrevocably appoint                      agent to
transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 
  

					
	  

	  
 Date:
                     Your Signature:
                                        

	 	
	  
  

	Sign exactly as your name appears on the other side of this Note.
		 		 	  

                          
                                  

		 		 	Signature
	  
 Signature Guarantee:
	 		 	
	  

                          
                                  
	 		 	  

                          
                                  

	Signature must be guaranteed	 		 	Signature

 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended. 
  

 











 SCHEDULE OF EXCHANGES OF NOTES 

The following exchanges of a part of this Global Note for Physical Notes or a part of another Global Note have been made: 

 

																	
	 Date of Exchange
	  	Amount of decrease in
principal amount of this
Global Note	 	  	Amount of increase in
principal amount of this
Global Note	 	  	Principal amount of
this Global Note
following such decrease
(or increase)	 	  	Signature of authorized
officer of Trustee	 
		  				  				  				  			
		  				  				  				  			
		  				  				  				  			












 EXHIBIT B 

[FORM OF NOTES DUE 2052] 
 UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN. 

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 











 TEXAS INSTRUMENTS INCORPORATED 

4.100% Notes due 2052 
  

			
	No. [1]	  	CUSIP No.: 882508 BQ6
		  	ISIN No.: US882508BQ64
		
		  	$[        ]

 TEXAS INSTRUMENTS INCORPORATED, a Delaware corporation (the “Issuer”), for value received
promises to pay to CEDE & CO. or registered assigns the principal sum of $[        ] on August 16, 2052. 

Interest Payment Dates: February 16 and August 16 (each, an “Interest Payment Date”), commencing on February 16, 2023. 

Interest Record Dates: February 2 and August 2 (each, an “Interest Record Date”). 

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at
this place. 











 IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile by
its duly authorized officers under its corporate seal. 
  

					
	TEXAS INSTRUMENTS INCORPORATED
		
	By:	 	
                     
       

		 	Name:	 	Rafael R. Lizardi
		 	Title:	 	Senior Vice President and Chief Financial Officer
		
	By:	 	
                     
       

		 	Name:	 	Jack I. Holmes
		 	Title:	 	Vice President and Treasurer


  

							
	[Seal of Texas Instruments Incorporated]
	  
 Attest:

			
	  	 	By:	 	
                     
                   

		 		 	Name:	 	Leslie Mba
		 		 	Title:	 	Vice President, Assistant Secretary
		 		 		 	and Assistant General Counsel












 This is one of the Notes of the series designated herein and referred to in the
within-mentioned Indenture. 
 Dated: August 16, 2022 
  

					
	U.S. BANK TRUST COMPANY, NATIONAL
	ASSOCIATION, as Trustee
		
	By:	 	
                     
                   

		 	Name:	 	Michael K. Herberger
		 	Title:	 	Vice President













 (REVERSE OF NOTE) 

TEXAS INSTRUMENTS INCORPORATED 

4.100% Notes due 2052 
  

	 	1.	 Interest. 



Texas Instruments Incorporated (the “Issuer”) promises to pay interest on the principal amount of this Note at the rate per
annum described above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been paid, from August 16, 2022. Interest on this Note will be paid to but excluding the relevant
Interest Payment Date. The Issuer will pay interest semi-annually in arrears on each Interest Payment Date, commencing February 16, 2023 to the person in whose name the Note is registered at the close of business on the preceding Interest Record
Date. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months in a manner consistent with Rule 11620(b) of the FINRA Uniform Practice
Code. 
 The Issuer shall pay interest on overdue principal from time to time on demand at the rate borne by the Notes and on overdue
installments of interest (without regard to any applicable grace periods) to the extent lawful. 
  

	 	2.	 Paying Agent. 



Initially, U.S. Bank Trust Company, National Association (the “Trustee”) will act as paying agent. The Issuer may change any
paying agent without notice to the holders (the “Holders”). 
  

	 	3.	 Indenture; Defined Terms. 



This Note is one of the 4.100% Notes due 2052 (the “Notes”) issued under an indenture dated as of May 23, 2011 (the
“Base Indenture”) by and between the Issuer and the Trustee, and established pursuant to an Officers’ Certificate dated August 16, 2022, issued pursuant to Section 2.01 and Section 2.03 thereof (together, the
“Indenture”). This Note is a “Security” and the Notes are “Securities” under the Indenture. 
 For
purposes of this Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”) as in effect on the date on which the Indenture was qualified under the TIA; including, without limitation, the defeasance provision set forth in
Section 10.01(b) of the Base Indenture; provided that Section 10.01(b)(C) of the Base Indenture is amended and restated as set forth below for purposes of this Note. Notwithstanding anything to the contrary herein, the Notes are subject to
all such terms, provided that Section 10.01(b)(C) of the Base Indenture is amended and restated as set forth below for purposes of this Note, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms. To the












 
extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern, provided that, for purposes of this Note, Section 10.01(b)(C) of the Base Indenture
is amended and restated as set forth below. 
 “(C) the Issuer has delivered to the Trustee an Officers’
Certificate and an opinion of independent legal counsel satisfactory to the Trustee to the effect that the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or that since the date of issuance of the
Securities of such series there has been a change in the applicable Federal income tax law, in either case to the effect that beneficial owners of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes
as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
and” 
  

	 	4.	 Denominations; Transfer; Exchange. 



The Notes are in registered form, without coupons, in denominations of $2,000 and multiples of $1,000 in excess thereof. A Holder shall
register the transfer or exchange of Notes in accordance with the Indenture. The Issuer may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental
charges payable in connection therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen (15) days before the mailing of a notice
of redemption, nor need the Issuer register the transfer or exchange of any Note selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed. 

 

	 	5.	 Amendment; Supplement; Waiver. 



Subject to certain exceptions, the Notes and the provisions of the Indenture relating to the Notes may be amended or supplemented and any
existing default or Event of Default or compliance with certain provisions may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of all series of Outstanding Securities (including the Notes) under
the Indenture that are affected by such amendment, supplement or waiver (voting together as a single class). Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture and the Notes to, among other things,
cure any ambiguity, omission, defect or inconsistency or comply with any requirements of the Commission in connection with the qualification of the Indenture under the TIA, or make any other change that does not adversely affect the rights of any
Holder of a Note in any material respect. 












	 	6.	 Redemption. 



(a) Prior to the Par Call Date, the Notes will be redeemable, in whole or in part at any time, or from time to time, at the Issuer’s
option, at a “make-whole premium” redemption price calculated by the Issuer equal to the greater of: 
  

	 	(3)	 (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon in each
case discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined
below) plus 20 basis points less (b) interest accrued to the date of redemption, and 


  

	 	(4)	 100% of the principal amount of the Notes to be redeemed, 



plus, in either case, accrued and unpaid interest thereon to the redemption date. 

(b) On or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption
price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. 

Notwithstanding the foregoing, installments of interest on Notes that are due and payable on interest payment dates falling on or prior to a
redemption date will be payable on the interest payment date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. 

“Par Call Date” means February 16, 2052 (the date that is six months prior to the maturity date of the Notes). 

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the
following two paragraphs. 
 The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as
yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such
time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication)
(“H.15”) under the caption “U.S. government securities—Treasury constant maturities—Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Issuer shall
select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant
maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately
longer than the Remaining Life—and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury
constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or
maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date. 











 If on the third business day preceding the redemption date H.15 TCM is no longer published,
the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such
redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more
United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States
Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding
sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury
securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the
bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places. 

The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent
manifest error. 
 Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the
Depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed. 

In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the
Trustee in its sole discretion deems appropriate and fair. No Note of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion
of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long
as the Notes are held by DTC (or another Depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the Depositary. 

Unless the Issuer defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or
portions thereof called for redemption. 
  

	 	7.	 Defaults and Remedies. 



If an Event of Default (other than certain bankruptcy Events of Default with respect to the Issuer) under the Indenture occurs with respect to
the Notes and is continuing, then the Trustee may and, at the direction of the Holders of at least 25% in principal amount of the outstanding Notes, shall by written notice, require the Issuer to repay immediately the entire principal amount of the
Outstanding Notes, together with all accrued and unpaid interest and 











 
premium, if any. If a bankruptcy Event of Default with respect to the Issuer occurs and is continuing, then the entire principal amount of the Outstanding Notes will automatically become due
immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is not obligated to enforce the
Indenture or the Notes unless it has received indemnity as it reasonably requires. The Indenture permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal amount of the Notes then outstanding to direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of certain continuing defaults or Events of Default if it determines that withholding notice is in their interest. 

 

	 	8.	 Authentication. 



This Note shall not be valid until the Trustee manually signs the certificate of authentication on this Note. 

 

	 	9.	 Abbreviations and Defined Terms. 



Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
  


	 	10.	 CUSIP Numbers. 



Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to
be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon. 

 

	 	11.	 Governing Law. 



The laws of the State of New York shall govern the Indenture and this Note thereof. 











 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
 I or we assign
and transfer this Note to 
 (Print or type assignee’s name, address and zip code) 

(Insert assignee’s soc. sec. or tax I.D. No.) 

and irrevocably appoint                      agent to
transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 
  

					
	  

	  
 Date:
                     Your Signature:
                                        

	 	
	  
  

	Sign exactly as your name appears on the other side of this Note.
		 		 	  

                          
                                  

		 		 	Signature
	  
 Signature Guarantee:
	 		 	
	  

                          
                                  
	 		 	  

                          
                                  

	Signature must be guaranteed	 		 	Signature

 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended. 
  

 











 SCHEDULE OF EXCHANGES OF NOTES 

The following exchanges of a part of this Global Note for Physical Notes or a part of another Global Note have been made: 

 

																	
	 Date of Exchange
	  	Amount of decrease in
principal amount of this
Global Note	 	  	Amount of increase in
principal amount of this
Global Note	 	  	Principal amount of
this Global Note
following such decrease
(or increase)	 	  	Signature of authorized
officer of Trustee