Texas Instruments Inc – ‘10-K405’ for 12/31/99 – EX-10.A.I

On:  Friday, 3/3/00   ·   For:  12/31/99   ·   Accession #:  97476-0-6   ·   File #:  1-03761

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Annual Report -- [x] Reg. S-K Item 405                25±   102K 
 2: EX-3.K      Articles of Incorporation/Organization or By-Laws      2±    13K 
 3: EX-3.L      Articles of Incorporation/Organization or By-Laws      2±    13K 
 4: EX-3.M      Articles of Incorporation/Organization or By-Laws      2±    13K 
 5: EX-3.N      Articles of Incorporation/Organization or By-Laws     19±    87K 
 6: EX-10.A.I   Material Contract                                     18±    82K 
 7: EX-10.A.II  Material Contract                                      2±    13K 
 8: EX-10.A.II  Material Contract                                      3±    15K 
 9: EX-10.B.I   Material Contract                                      8±    33K 
10: EX-10.B.II  Material Contract                                      2±    13K 
11: EX-11       Statement re: Computation of Earnings Per Share        2±    12K 
12: EX-12       Statement re: Computation of Ratios                    1      9K 
13: EX-21       Subsidiaries of the Registrant                         2±    12K 
14: EX-23       Consent of Experts or Counsel                          1     10K 
16: EX-27       Exhibit 27.1                                           1     11K 
17: EX-27       Exhibit 27.2                                           1     11K 
15: EX-27       Financial Data Schedule (Pre-XBRL)                     1     10K 

EX-10.A.I   —   Material Contract
Exhibit Table of Contents

                                            Exhibit 10(a)(i)
                                            ----------------

Amended and Restated

 TI DEFERRED COMPENSATION PLAN

 (Effective January 1, 1998)

Table of Contents                                                               

ARTICLE I                                                                       
DEFINITIONS AND CONSTRUCTION. . . . . . . . . . . . . . . . . . . .  2
     Sec. 1-1.  Accounts  . . . . . . . . . . . . . . . . . . . . .  2
     Sec. 1-2.  Administrator . . . . . . . . . . . . . . . . . . .  2
     Sec. 1-3.  Beneficiary . . . . . . . . . . . . . . . . . . . .  2
     Sec. 1-4.  Benefit Restoration Account . . . . . . . . . . . .  2
     Sec. 1-5.  Benefit Restoration Only Participant  . . . . . . .  3
     Sec. 1-6.  Board of Directors. . . . . . . . . . . . . . . . .  3
     Sec. 1-8.  Code  . . . . . . . . . . . . . . . . . . . . . . .  3
     Sec. 1-9.  Compensation. . . . . . . . . . . . . . . . . . . .  3
     Sec. 1-10.  Compensation Committee . . . . . . . . . . . . . .  3
     Sec. 1-11.  Deferred Compensation Agreement. . . . . . . . . .  3
     Sec. 1-12.  Deferred Compensation Account. . . . . . . . . . .  4
     Sec. 1-13.  Designated Employee. . . . . . . . . . . . . . . .  4
     Sec. 1-14.  Election Period. . . . . . . . . . . . . . . . . .  4
     Sec. 1-15.  Employee . . . . . . . . . . . . . . . . . . . . .  4
     Sec. 1-16.  Employer . . . . . . . . . . . . . . . . . . . . .  4
     Sec. 1-17.  ERISA. . . . . . . . . . . . . . . . . . . . . . .  4
     Sec. 1-18.  Incentive Compensation . . . . . . . . . . . . . .  4
     Sec. 1-19.  Participant. . . . . . . . . . . . . . . . . . . .  4
     Sec. 1-20.  Plan Year. . . . . . . . . . . . . . . . . . . . .  5
     Sec. 1-21.  Subsidiary . . . . . . . . . . . . . . . . . . . .  5
     Sec. 1-22.  Termination of Employment. . . . . . . . . . . . .  5
     Sec. 1-23.  Universal Plan . . . . . . . . . . . . . . . . . .  5
     Sec. 1-24.  U.S. Retirement Plan . . . . . . . . . . . . . . .  5
     Sec. 1-25.  Construction . . . . . . . . . . . . . . . . . . .  5

ARTICLE II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6     
ELIGIBILITY AND PARTICIPATION . . . . . . . . . . . . . . . . . . .  6
     Sec. 2-1.  Eligibility . . . . . . . . . . . . . . . . . . . .  6
     Sec. 2-2.  Participation in a Deferred Compensation Account  .  6
 Sec. 2-3.  Participation in a Benefit Restoration Account for
      Participants in the U.S. Retirement Plan. . . . . . . . . . .  6
 Sec. 2-4.  Participation in a Benefit Restoration Account for
      Participants in the Universal Plan. . . . . . . . . . . . . .  7

ARTICLE III. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7     
PARTICIPANT ACCOUNTS. . . . . . . . . . . . . . . . . . . . . . . . .7
      Sec. 3-1.  Participant Accounts . . . . . . . . . . . . . . . .7
Sec. 3-2.  Elections by Participants for a Deferred       
      Compensation Account. . . . . . . . . . . . . . . . . . . . . .8
      Sec. 3-3.  Benefit Restoration Accounts . . . . . . . . . . . .8
      Sec. 3-4.  Investment Performance of Contributions. . . . . . .9
      Sec. 3-5.  Withdrawal of Contributions. . . . . . . . . . . . .9
      Sec. 3-6.  Election for Distribution of Participant Accounts. 10
      Sec. 3-7.  Distribution of Participant Accounts . . . . . . . 10
      Sec. 3-8.  Time of Distribution . . . . . . . . . . . . . . . 11
      Sec. 3-9.  Taxes. . . . . . . . . . . . . . . . . . . . . . . 12
      Sec. 3-10.  Assignment. . . . . . . . . . . . . . . . . . . . 12
      Sec. 3-11.  Spousal Claims. . . . . . . . . . . . . . . . . . 12
      Sec. 3-12.  Payment in the Event of Legal Disability. . . . . 12

ARTICLE IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13     
FUNDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
      Sec. 4-1.  Funding. . . . . . . . . . . . . . . . . . . . . . 13
      Sec. 4-2.  Creditor Status .. . . . . . . . . . . . . . . . . 13

ARTICLE V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13     
ADMINISTRATION OF THE PLAN. . . . . . . . . . . . . . . . . . . . . 13
      Sec. 5-1.  Administration . . . . . . . . . . . . . . . . . . 13
      Sec. 5-2.  Number and Selection . . . . . . . . . . . . . . . 13
      Sec. 5-3.  Action by Administrator. . . . . . . . . . . . . . 13
      Sec. 5-4.  Accounts of Participants . . . . . . . . . . . . . 14
      Sec. 5-5.  Rules and Regulations. . . . . . . . . . . . . . . 14
      Sec. 5-6.  Reliance on Documents. . . . . . . . . . . . . . . 14
      Sec. 5-7.  Non-Liability . . . . . . . . . . . . . . . . . . .14
      Sec. 5-8.  Resignation or Removal . . . . . . . . . . . . . . 14
Sec. 5.9.  Information: Overpayment or Underpayment of    
      Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15     
GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . 15
      Sec. 6-1.  Amendment, Termination . . . . . . . . . . . . . . 15
      Sec. 6-2.  Plan Not an Employment Contract. . . . . . . . . . 15
      Sec. 6-3.  Rights of Persons Making Claims. . . . . . . . . . 15
      Sec. 6-4.  Status of Benefits in this Plan. . . . . . . . . . 15

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"),    
does hereby amend, restate, and continue the TI Deferred Compensation Plan      
(hereinafter referred to as the "Plan").                                        

TI adopted the TI Supplemental Pension and Profit Sharing Benefit Plan
effective as of September 8, 1978, and the TI Supplemental Pension and Profit   
Sharing Benefit Plan II as of January 1, 1993. Both such plans were amended     
from time to time.  These supplemental plans supplemented pension benefits      
provided under the TI Employees Pension Plan and defined contribution plan      
benefits provided under the TI Employees Universal Profit Sharing Plan.  The    
provisions of such supplemental plans relevant to, and supplementing pension    
benefits under, the TI Employees Pension Plan were amended, restated and        
merged into the TI Employees Supplemental Pension Plan, effective January 1,    
1998.  The supplemental pension plan obligations accrued under the two prior    
such supplemental plans will be provided on and after January 1, 1998, under    
the TI Employees Supplemental Pension Plan.                                     

The provisions of the two prior supplemental plans relevant to, and   
supplementing benefits under, the TI Employees Universal Profit Sharing Plan,   
and effective January 1, 1998, the TI Employees Retirement and Profit Sharing   
Plan, are hereby amended, restated and merged into this Plan, the TI Deferred   
Compensation Plan, effective January 1, 1998.                                   

   Following January 1, 1998, the TI Supplemental Pension and Profit Sharing
Benefit Plan and the TI Supplemental Pension and Profit Sharing Plan II, as     
amended from time to time, shall not apply to any Employee of any Employer who  
has not yet commenced receipt of benefits under such supplemental plans prior   
to January 1, 1998.  The benefits of Employees or Beneficiaries in pay status   
prior to January 1, 1998, under such supplemental plans shall continue to be    
determined under the provisions of the prior supplemental plans, as             
applicable, and not under this Plan.                                            

  This Plan as so amended and restated shall be effective as of January 1,
1998.                                                                           

The purposes of the Plan are:                                         

     (i) to provide to a select group of management and highly compensated
 employees, as described in section 201(2) of the Employee
         Retirement Income Security Act of 1974 ("ERISA"), the opportunity
      to defer to a later date payment of certain compensation which
they may earn; and                                      

 (ii) to restore certain benefits which cannot be provided under the
           TI Employees Universal Profit Sharing Plan or the TI U.S. Employees
          Retirement and Profit Sharing 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").                                   

ARTICLE I 
DEFINITIONS AND CONSTRUCTION

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.  Accounts.  "Accounts" means both the Benefit Restoration   
Account and the Deferred Compensation Account of a Participant.                 

Sec. 1-2.  Administrator  "Administrator" 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 named
by a Participant who is not married as his or her Beneficiary, co-Beneficiary,  
or contingent Beneficiary.  "Beneficiary" means, in the case of a married       
Participant, the spouse of the Participant to whom the Participant was married  
at the time of his or her death, provided that a married Participant shall be   
entitled to designate one or more Beneficiaries or contingent Beneficiaries     
other than the Participant's spouse to receive any amount payable under the     
Plan in the event of his or her death and from time to time to change such      
designation. Such designation of a non-spousal Beneficiary shall not be         
effective 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        
    Administrator 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 or her consent by filing prior to the Termination of Employment  
of the Participant a revocation in such form and manner as the Administrator    
shall specify. The Administrator 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 Administrator 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  
contributions and earnings posted pursuant to Section 3-4 hereof.               

Sec. 1-5.  Benefit Restoration Only Participant.  "Benefit Restoration
Only Participant" means a Participant for whom a Benefit Restoration Account    
is maintained but who is not a Designated Employee.                             

 Sec. 1-6.  Board of Directors.  "Board of Directors" means the Board of
Directors of TI or of any Subsidiary which has adopted this Plan.               

  Sec. 1-7.  Change in Control. . "Change in Control" means an event which
shall be deemed to have occurred when:                                          

    (i)  any Person, alone or together with its Affiliates and Associates or
 otherwise, shall become an Acquiring Person (otherwise than
     pursuant to a transaction or agreement approved by the Board of
       Directors prior to the time the Acquiring Person became such); or

(ii)  a majority of the Board of Directors of the Company shall change
       within any 24-month period, unless the election or the nomination
         for election by the Company's stockholders of each new director has
     been approved by a vote of at least a majority of the directors
     then still in office who were directors at the beginning of the
         Period. For the purposes hereof, the terms "Persons", "Affiliates",
  "Associates", "Acquiring Person" and "Period" shall have the
      meanings given to such terms in the Rights Agreement dated as of
     June 17, 1988, between the Company and Harris Trust and Savings
       Bank, successor in interest to First Chicago Trust Company of New
      York (formerly Morgan Shareholder Services Trust Company), as in
effect on the date hereof, provided, however, that if the 
  percentage employed in the definition of Acquiring Person is
reduced hereafter from 20% in such Rights Agreement or any
   successor Rights Agreement, then such reduction shall also be
applicable for the purposes hereof.                       

Sec. 1-8.  Code.  "Code" means the Internal Revenue Code of 1986, as  
amended.                                                                        

Sec. 1-9.  Compensation. "Compensation" for a Participant who is a    
participant in the Universal Plan shall have the same meaning as in the         
Universal Plan. "Compensation" for a Participant who is also a participant in   
the U.S. Retirement Plan shall have the same meaning as in the U.S. Retirement  
Plan. Additionally, "Compensation" for purposes of this Plan shall include:     

(i)  all Compensation or Incentive Compensation deferred pursuant to
Section 3-2 hereof; and                                   

(ii)  all Compensation that was excluded from consideration under the 
Universal Plan or the U.S. Retirement Plan because of the 
          limitations under section 401(a)(17) and/or section 415 of the Code.

 Sec. 1-10.  Compensation Committee.  "Compensation Committee" means the
Compensation Committee of the Board of Directors of TI.                         

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

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

(ii)  that this Plan is incorporated by reference and the Deferred    
 Compensation Agreement shall be subject to this Plan in all
respects.                                                 

Sec. 1-12.  Deferred Compensation Account.  "Deferred Compensation    
Account" means the bookkeeping account of a Participant maintained by TI,       
which reflects contributions and earnings posted pursuant to Section 3-2        
hereof.                                                                         

  Sec. 1-13.  Designated Employee. "Designated Employee" means an employee
of TI or a Subsidiary who is designated by the Compensation Committee as        
eligible to defer compensation pursuant to this Plan during a Plan Year.        

Sec. 1-14.  Election Period.  "Election Period" means the period      
specified by the Administrator at least once during a Plan Year during which    
Participants may enter into or amend existing Deferred Compensation Agreements. 
All elections made during the Election Period shall be subject to the           
provisions of this 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 Universal Plan or the U.S. Retirement Plan, unless the         
controlled group member's adopting resolutions specifically provide that while  
adopting the Universal Plan or the U.S. Retirement 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" shall mean the Employee Retirement Income 
Security Act of 1974, as amended.                                               

Sec. 1-18.  Incentive Compensation.  "Incentive Compensation" means a 
Participant's cash incentive award under the Texas Instruments' Executive       
Officer Performance Plan and Annual Performance Bonus Plan, as amended from     
time to time, and any successor to those plans.                                 

  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" means an Employee who participates in this
 Plan in accordance with Article II hereof and who is not an
"Inactive Participant" as defined in (ii) below.          

(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, and

     (b)  an Employee who has either a Deferred Compensation Account
       balance, but who is no longer a Designated Employee, or

    (c)  a former Employee who has a Deferred Compensation Account
            balance and/or a Benefit Restoration Account balance and who
has had a Termination of Employment.            

Sec. 1-20.  Plan Year.  "Plan Year" means a calendar year.            

 Sec. 1-21.  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. 1-22.  Termination of Employment.  "Termination of Employment" means
the complete cessation of the employer-employee relationship between TI or any  
Subsidiary and a Participant, including a leave of absence from which the       
Administrator, in its sole discretion, determines that the Participant is not   
expected to return.                                                             

Sec. 1-23.  Universal Plan.  "Universal Plan" means the TI Employees  
Universal Profit Sharing Plan.                                                  

Sec. 1-24.  U.S. Retirement Plan.  "U.S. Retirement Plan" means the TI
U.S. Employees Retirement and Profit Sharing Plan.                              

Sec. 1-25.  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   
unforceable, the remaining provisions of this plan shall continue in full       
force and effect.  This Plan shall be governing construed in accordance with    
the laws of the State of Texas, except to the extent otherwise required by      
applicable federal law.  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 Universal Plan and the U.S.      
Retirement Plan, this Plan is functionally and operationally related to such    
plans, and is to be interpreted in a manner consistent with the Universal Plan  
and the U.S. Retirement Plan to provide the benefits contemplated hereunder in  
a comprehensive manner.                                                         

ARTICLE II  
ELIGIBILITY AND PARTICIPATION 

Sec. 2-1.  Eligibility.  A Designated Employee as of October 31 of the
immediately preceding Plan Year, and such other Employees as the Compensation   
Committee may designate as Designated Employees from time to time, shall be     
eligible to participate in:                                                     

    (i)  a Deferred Compensation Account during such Plan Year in accordance
with the provisions of Section 2-2 below, and/or          

  (ii)  a Benefit Restoration Account in accordance with the provisions of
Section 2-3 or Section 2-4 below.                         

Any Employee who receives a credit pursuant to Section 2-3 or Section 2-4       
shall be a Participant, but will be a Benefit Restoration Only Participant      
unless the Employee is also a Designated Employee.  The participation of a      
Benefit Restoration Only Participant, and the participation of a Designated     
Employee who is subject 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) specified by the      
Administrator or by electing to defer Compensation as provided in Section 3-2   
below.                                                                          

Sec. 2-3.  Participation in a Benefit Restoration Account for         
Participants in the U.S. Retirement Plan.                                       

  (i)  An 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"
          or "Profit Sharing" accounts under the U.S. Retirement Plan for that
       Plan Year as of the date the limitations under section 401(a)(17)
  and/or section 415 of the Code are first applicable, so that
  allocations under the U.S. Retirement Plan allocable to such
accounts of such Participant are restricted.              

 (ii)  An 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 U.S. Retirement 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 U.S. Retirement Plan;
       provided that the Participant has made an election under the U.S.
 Retirement Plan to defer the maximum amount of compensation
permitted under section 402(g) of the Code.               

 (iii)  A Designated Employee will become a Participant in this Plan and a
        Benefit Restoration Account in the name of the Designated Employee
         Participant will be credited with contributions not credited to the
         Participant's "Contribution Account", "Profit Sharing Account", and
          with  "Employer 401(m) Contributions" not credited to the Designated
       Employee Participant's "401(k) Account" under the U.S. Retirement
         Plan for that Plan Year because the Designated Employee Participant
deferred compensation under this Plan, as of date deferred
        Compensation or deferred Incentive Compensation 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
      U.S. Retirement Plan to defer the maximum amount of compensation
permitted under section 402(g) of the Code.               

Sec. 2-4.  Participation in a Benefit Restoration Account for         
Participants in the Universal Plan.                                             

(i)  An Employee will become a Participant in this Plan and a Benefit 
        Restoration Account in the name of such Participant will be credited
   with contributions not credited to the Participant's "Universal
        Profit Sharing Account" under the Universal Plan for that Plan Year,
  as of the date the limitations under section 401(a)(17) and/or
     section 415 of the Code are first applicable, so that allocations
      under the Universal Plan to the "Universal Profit Sharing Account"
under the Universal Plan of such Participant are restricted.

(ii)  Designated  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 Designated Employee Participant's "Cash or Deferred Account"
      under the Universal Plan for that Plan Year because the Designated
     Employee Participant deferred compensation under this Plan, as of
      the date the Compensation or Incentive Compensation 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 Universal Plan to defer the maximum amount of compensation
permitted under section 402(g) of the Code.  Notwithstanding
        anything in this Section 2-4 to the contrary, no contributions shall
       be credited under this Plan on account of "Employer Matched Savings
        Contributions" that cannot be credited to the Participant's "Cash or
       Deferred Account" under the Universal Plan by reason of section 415
of the Code.                                                

(iii)  A Designated Employee will become a Participant in this Plan and a 
       Benefit Restoration Account in the name of such Participant will be
 credited with contributions not credited to the Participant's
        "Universal Profit Sharing Account" under the Universal Plan for that
  Plan Year because the Designated Employee Participant deferred
    compensation under this Plan, as of the date the Compensation or
    Incentive Compensation is credited to the Participant's Deferred
Compensation Account pursuant to Section 3-2 below.         

Article III                                                                     
  PARTICIPANT ACCOUNTS

 Sec. 3-1.  Participant Accounts. 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 pursuant to this      
Article III.  Except as provided in Section 3-5, a Participant shall at all     
time have a fully vested and nonforfeitable right to the amounts credited to    
his or her Deferred Compensation Account under this Plan, and to the extent     
the Participant is vested in corresponding benefits under the Universal Plan    
or the U.S. Retirement Plan, the Participant shall be vested in the amounts     
credited to his or her Benefit Restoration Account, subject to the              
distribution provisions and other requirements of this Plan.                    

   Sec. 3-2.  Elections by Participants for a Deferred Compensation Account.

(i)  A Designated Employee who elects to participate in a Deferred    
        Compensation Account may, during the Election Period, elect to defer
into a Deferred Compensation Account no more than 90% of the
        Designated Employee's Incentive Compensation for the next Plan Year.
       A Participant's election to defer Incentive Compensation during any
        succeeding Plan Year is irrevocable and shall become effective as of
        the first month of the Plan Year immediately following such Election
Period.                                                     

(ii)  A Designated Employee who elects to participate in a Deferred     
Compensation Account may, at any time, elect to defer into a
    Deferred Compensation Account no more than 10% of the Designated
        Employee's Compensation (exclusive of Incentive Compensation) during
    a Plan Year. An election for deferral of Compensation other than
       Incentive Compensation shall become effective on the later to occur
of:                                                         

     (a)  the pay period immediately following the pay period in which
the election was made; and                        

 (b)  the date the Participant has deferred the maximum amount
 permitted under section 402(g) of the Code into the
          Participant's "Cash or Deferred Account" under the Universal
         Plan or "401(k) account" under the U.S. Retirement Plan, as
applicable.                                       

The Employer of a Designated Employee Participant shall credit to the 
Designated Employee Participant's Deferred Compensation Account the amount of   
Compensation (exclusive of Incentive Compensation) and/or Incentive             
Compensation the Participant has elected to defer. Such amount shall be         
credited as of the date the compensation 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
shall credit to the Benefit Restoration Account of such Participant all of the  
following that apply:                                                           

 (i)  the amount of any "Employer 401(m) Contributions" which would have
    been made but which were not made under the U.S. Retirement Plan
      because either the provisions of section 401(a)(17) and/or section
        415 of the Code applied to restrict contributions or the Participant
      deferred compensation pursuant to Section 3-2 above, provided that
     such contribution, when added to any 401(m) contribution actually
        made pursuant to the U.S. Retirement Plan, does not exceed 4% of the
       amount of Compensation received by such Participant during the Plan
Year.                                                       

(ii)  the amount of any contributions to the Participant's "Contribution
        Account" or "Profit Sharing Account" under the U.S. Retirement Plan,
  which were not made to the U.S. Retirement 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;                                                      

 (iii)  the amount of any "Matched Savings Contribution" under the Universal
         Plan which would have been credited  but which was not credited under
      the Universal Plan solely because the Designated Employee deferred
  compensation pursuant to Section 3-2 above, provided that such
  contribution, when added to any "Matched Savings Contribution"
       actually made pursuant to the Universal Plan, does not exceed 2% of
     such Designated Employee's Compensation during the Plan Year; and

  (iv)  the amount of any contributions to the Participant's "Profit Sharing
    Account" under the Universal Plan which were not credited to the
   Universal 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.                 

Sec. 3-4.  Investment Performance of Contributions.  As soon as the   
Administrator determines that it is administratively feasible, a Participant    
may direct the Administrator to value amounts deferred pursuant to Section 3-2  
above or restored pursuant to Section 3-3 above so as to reflect the            
performance of any of the participant investment funds authorized under the     
U.S. Retirement Plan. Separate directions may be made with respect to amount    
already credited to a Participant's accounts and with respect to amounts to be  
credited in the future.                                                         

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

   If a Participant has made no investment performance direction pursuant to
this Section 3-4 then the Participant's Accounts shall be valued as follows:    

(i)  any Deferred Compensation Account of such Participant established
        pursuant to Section 3-2 shall reflect the performance of the "Income
Fund" under the U.S. Retirement Plan;                       

 (ii)  the portion of the Benefit Restoration Account established pursuant
         to Section 3-3 (ii) or (iv) above, for "Profit Sharing Contributions"
         not made to the U.S. Retirement Plan or Universal Plan, shall reflect
      the performance of "TI Stock Fund" under the U.S. Retirement Plan;
and                                                         

  (iii)  the remainder of the Benefit Restoration Account established pursuant
     to Section 3-1 above shall be valued to reflect the Participant's
     investment performance direction, if any, for his or her Deferred
       Compensation Account. If no performance election was made under the
  Deferred Compensation Account, or the Participant is a Benefit
      Restoration Account Only Participant, the remainder of the Benefit
       Restoration Account shall reflect the investment performance of the
"Income Fund" under the U.S. Retirement Plan.               

Sec. 3-5.  Withdrawal of Contributions.  During a Plan Year, a        
Participant may withdraw funds credited to the Participant's Deferred           
Compensation Account, not to exceed 100% of the Participant's Deferred          
Contribution Account balance on December 31 of the immediately preceding Plan   
Year. A Participant who makes such an election shall forfeit 10% of the amount  
withdrawn and the Participant's Deferred Contribution Account shall be adjusted 
to reflect such forfeiture.  Withdrawals shall be made as soon as practicable   
after the Administrator receives a request for a withdrawal of funds. A         
Participant may not withdraw funds credited to the Benefit Restoration Account  
until after the date of the Participant's Termination of Employment, in which   
event distribution shall be made pursuant to Section 3-6.                       

Sec. 3-6.  Election for Distribution of Participant Accounts.         

 (i)  At the earlier of the time a Designated Employee Participant first
     elects to defer Incentive Compensation or Compensation other than
       Incentive Compensation, or when any Participant is credited with an
    allocation to the Participant's Benefit Restoration Account, the
        Participant shall elect the form of distribution to be made from the
       Participant's Accounts.  Such election shall be made in such manner
     and form (including without limitation, telephonic and electronic
    transmission, utilization of voice response systems and computer
        entry) as specified by the Administrator, subject to Section 3-6(ii)
  and (iii) below.  Such election shall remain in effect until a
subsequent distribution election becomes effective.         

 (ii)  An election of form of payment of distribution of an Account may be
   revoked and a new election substituted therefor only during the
Enrollment Period. Any substituted election shall not become
effective until 12 months after the date of such election.  

(iii)  Participants may elect to receive distribution of their Accounts in
the following forms, subject to Section 3-7 and Section 3-8:

     (a)  a lump sum payable within 5 years from the date distribution
could first be made under this Section 3-6;       

   (b)  annual installments to be paid over any period of 5 years;
            provided that the Accounts must be fully distributed within 10
             years from the date the first distribution could have been made
pursuant to this Section 3-6; or                  

    (c)  annual installments to be paid over 10 years; provided that
         the Accounts must be fully distributed within 15 years from
  the date the first distribution could have been made
pursuant to this Section 3-6.                     

If no election for distribution of a Deferred Compensation Account or 
Benefit Restoration Account has been made, such account shall be distributed in 
a lump sum as soon as administratively practicable, subject to Section 3-7.     

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, subject to Section 6-1(ii) and to the following:

        (a)  if the cumulative amount credited to the Participant's Accounts
         at the Participant's Termination of Employment is less than
              $25,000.00, the Participant's Accounts shall be distributed in a
lump sum as soon as practicable; or               

        (b)  if the cumulative amount credited to the Participant's Accounts
            at the Participant's Termination of Employment is greater than
             $25,000, the Participant's Accounts shall be distributed to the
              Participant in the manner elected by the Participant pursuant to
Section 3-6 hereof.                               

 (ii)  The Administrator, in its sole and absolute discretion, may require
       that a lump sum distribution of any amounts remaining credited to a
    Participant's Accounts be made to any Participant following such
         Participant's Termination of Employment if the Participant thereafter
     becomes affiliated with a governmental agency or with any private
     company or firm which the Administrator believes, in its sole and
absolute direction, to be in competition with TI.           

 (iii)  In the event of a Change of Control, distribution of the Accounts of
        all Participants shall be made in a lump sum no later than the month
         following the month during which such Change of Control occurred, and
    accounts shall reflect this distribution, as provided in Section
         3-7(v) below.  The Plan shall thereafter continue to be administered,
    following the Change of Control, in accordance with its terms as
         though the Change of Control had not occurred (provided that Accounts
shall be adjusted to reflect the distribution).             

(iv)  Notwithstanding the foregoing, in the event of the death of a     
Participant prior to the receipt of the full amount to be   
distributed, one-half of the then balance credited to the   
     Participant's Accounts will be distributed as soon as practicable
       following the month in which the death occurred.  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 under the Universal Plan or
U.S. Retirement Plan, as applicable.  If no beneficiary was 
        designated under either of those plans, distribution will be made to
       the Participant's estate. Any amounts which were not distributed in
     the year of the Participant's death or which were credited to the
Participant's Accounts during the Plan Year in which the    
Participant's death occurs shall be distributed as soon as  
         practicable after March 16 of the following Plan Year, with the exact
      date of distribution to be determined by the Administrator, in its
sole and absolute discretion.                               

(v)  Accounts shall be adjusted to reflect all distributions.         

Sec. 3-8.  Time of Distribution                                       

  (i)  Except as otherwise elected by the Participant, distributions shall
         commence on or before the last day of the month immediately following
  the month in which the Participant's Termination of Employment
occurs, except as provided below:                           

         (a)  Amounts deferred pursuant to Section 3-2 for the Plan Year prior
        to the Plan Year in which the Participant's Termination of
           Employment occurs shall not be distributed before March 16 of
the current Plan Year.                            

   (b)  Amounts deferred pursuant to Section 3-2 for the Plan Year
           during which a Participant's Termination of Employment occurs
       shall not be distributed before March 16 of the Plan Year
            immediately following the Plan Year in which the Participant's
Termination of Employment occurs.                 

(ii)  Distributions to be paid in a Plan Year following a Participant's 
     Termination of Employment shall be paid after March 15 and before
April 1 of that Plan Year.                                  

(iii)  The amount of the distribution pursuant to paragraph (i) above for 
      the Plan Year in which the Participant's Termination of Employment
  occurs, shall not, when combined with such Participant's other
       remuneration by TI for such Plan Year, exceed the amount that would
    be deductible by TI for Federal income tax purposes by reason of
       section 162(m) of the Code.  Any amount not distributed pursuant to
       this paragraph (iii) shall be distributed in March of the Plan Year
immediately following, subject to the same limitation,      

Sec. 3-9.  Taxes.  TI makes no guarantees and assumes no obligation or
responsibility with respect to a Participant'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 to payee under this Plan 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, or  
be liable in any way for the debts or defaults of Participants and their        
Beneficiaries.                                                                  

   Sec. 3-11.  Spousal Claims.  Any claim against any benefits hereunder for
child support, spousal maintenance or alimony shall be treated in the same      
manner as would a claim for corresponding benefits under the U.S. Retirement    
Plan or the Universal Plan and shall be subject to all claims provisions and    
restriction of those plans. The Administrator may delegate the administration   
of spousal claims to the Profit Sharing Administration Committee under the U.S. 
Retirement Plan and the Universal Plan.                                         

    Sec. 3-12.  Payment in the Event of Legal Disability.  If a Participant or
Beneficiary entitled to distribution from the Plan is under a legal disability, 
or in the sole judgment of the Administrator is unable to apply such            
distribution to his or her own interest and advantage, the Administrator may    
direct the Plan to make such payment, to be expended for his or her benefit in  
any one or more of the following ways:                                          

(i)  directly to such person;                                         

(ii)  such person's legal guardian or conservator; or                   

(iii)  to such person's spouse or to any person charged with his or her   
support.                                                    

   The decision of the Administrator shall in each case be final and binding
upon all persons in interest.  Any such payment shall completely discharge the  
obligation of the Administrator, TI and the Plan with respect to such payment.  

  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 Compensation Committee in its absolute and sole discretion deems         
appropriate.                                                                    

  Sec. 4-2.  Creditor Status.  A Participant and his or her Beneficiary or
Beneficiaries shall be general 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 Administrator shall be charged with the
administration of the Plan and shall have the power and authority as may be     
necessary and appropriate for such purposes, including (but not by way of       
limitation), the defense of lawsuits and conduct of litigation in the name of   
the Plan (subject to the approval of the General Counsel of TI), the full power 
and discretion to interpret and construe this Plan where it concerns question   
of eligibility or status, and subject to the opportunity for review of denied   
claims pursuant to Section 5-5 below, rights of Participants and others         
hereunder, and in general decide any dispute arising under this Plan. In all    
such cases the determination of the Administrator shall be final, conclusive    
and binding with respect to Participants and Beneficiaries.                     

Sec. 5-2.  Number and Selection.  The Plan shall be administered by an
Administrator or Administrators appointed by the Compensation Committee. Each   
Administrator shall serve without compensation for services in connection with  
the administration of this Plan and TI shall pay the expenses of administering  
the Plan.                                                                       

Sec. 5-3.  Action by Administrator.                                   

  (i)  If the Administrator is one person, that person shall determine all
        actions delegated to the Administrator, except as otherwise provided
below.                                                      

(ii)  If more than one person is appointed Administrator, all actions of
         the Administrator 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 Administrators or without a meeting by a resolution or
         memorandum signed by all the persons then appointed Administrator. No
     Administrator shall be entitled to vote or decide upon any matter
       pertaining to himself or herself individually but such matter shall
        be determined by the remaining Administrator or by a majority of the
    remaining Administrators, if any, or if the Administrator is one
person, by the Compensation Committee.                      

The Administrator 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 Administrator 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.          

Sec. 5-5.  Rules and Regulations.  The Administrator may adopt and    
promulgate such rules and regulations as it may deem appropriate for the        
administration of the Plan. The Administrator 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 Plan Administrator of the decision
denying the claim.                                          

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

   Sec. 5-6.  Reliance on Documents.  The Administrator 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, nor   
Administrator, nor any officer or employee of TI shall be liable for any act    
done or omitted by him or her with respect to the Plan except for his or her    
own willful misconduct.                                                         

    Sec. 5-8.  Resignation or Removal.  Any Administrator may resign by giving
written notice to the Compensation Committee and may be removed by the          
Compensation Committee by giving written notice to the Administrator. Upon the  
death, resignation, removal or inability of any Administrator to act as such,   
the Compensation Committee may appoint a successor.                             

Sec. 5.9.  Information: Overpayment or Underpayment of Benefits.  In  
implementing the terms of this Plan the Administrator may, without the consent  
of notice to any person, release to or obtain from any entity or other          
organization or person information, with respect to any persons, which the      
Administrator deems to be necessary for such purpose.  Any Participant or       
Beneficiary claiming benefits under this Plan shall furnish to the              
Administrator 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 Administrator may adopt, in its sole discretion, whatever rules procedures  
and accounting practices it determines to be appropriate in providing for the   
collection of any overpayment of benefits.  If a Participant or Beneficiary     
receives an underpayment of benefits, the Administrator shall direct that       
immediate payment be made to make up for the underpayment.  If an overpayment   
is made to a Participant or Beneficiary for whatever reason, the Administrator  
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.                                     

ARTICLE VI                                                                      
GENERAL PROVISIONS                                                              

Sec. 6-1.  Amendment, Termination.                                    

(i)  The Compensation Committee of the Board of Directors of TI may   
       change, amend, modify, alter, or terminate the Plan at any time and
 in any manner except that no such amendment, modification, or
      alteration shall be exercised retroactively to alter or change the
        rights of Participants or their Beneficiaries insofar as they relate
to past deferrals, nor shall any such amendment divest any  
         Participant of any deferral made prior to the amendment.  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 of TI reserves to its Compensation Committee
    the right to discontinue deferrals under a Deferred Compensation
 Agreement at any time. In the event of such discontinuance TI
       reserves the right to distribute to each Participant the full value
     of the Participant's Deferred Compensation Account at any time or
times.                                                      

    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 any other Plan or benefit program of 
the Company, or which would otherwise be payable or distributable to him or her 
or his or her 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.                                                                      

IN WITNESS WHEREOF, Texas Instruments Incorporated has caused this    
instrument to be executed by its duly authorized officer.                       

Texas Instruments Incorporated                                                  

By: /s/ RICHARD J. AGNICH                                                       
----------------------------                                            
Richard J. Agnich                                                               
Senior Vice President, General Counsel and Secretary                            

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K405’ Filing		Date		Other Filings
Filed on:		3/3/00
For Period End:		12/31/99		10-K405/A,  PRE 14A
		1/1/98
		1/1/93
				List all Filings