Texas Instruments Inc – ‘10-K405’ for 12/31/00 – EX-10

On:  Tuesday, 2/27/01, at 7:40pm ET   ·   As of:  2/28/01   ·   For:  12/31/00   ·   Accession #:  97476-1-7   ·   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                27    117K 
 2: EX-10       Ex-10(A)(Iv)                                           1      7K 
 3: EX-10       Ex-10(I)                                               6±    23K 
 4: EX-11       Statement re: Computation of Earnings Per Share        2±     8K 
 5: EX-12       Statement re: Computation of Ratios                    1      6K 
 6: EX-21       Subsidiaries of the Registrant                         2±    11K 
 7: EX-23       Consent of Experts or Counsel                          1      9K 

EX-10   —   Ex-10(A)(Iv)

THIRD AMENDMENT 

TO RESTATED 

   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")     
hereby adopts this Third Amendment to the restated TI Deferred Compensation     
Plan (the "Plan").                                                              

This Third Amendment to the restated TI Deferred Compensation Plan shall
be effective as of the dates specified.  Except as hereby amended by this Third 
Amendment, the Plan, as previously amended, shall continue in full force and    
effect.                                                                         

 1.    Effective June 15, 2000, Section 2.1 is hereby amended and restated
in the entirety to read as follows:                                             

"Sec. 2-1.    Eligibility. A Designated Employee shall be eligible to   
participate in:                                                       

(i)    a Deferred Compensation Account 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."                               

2.    Except as amended by this Third Amendment, the Company hereby     
ratifies the Plan as last amended and restated in the entirety effective
January 1, 1998, and as amended thereafter.                             

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

                                TEXAS INSTRUMENTS INCORPORATED

                                By: __________________________

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K405’ Filing		Date		Other Filings
Filed as of:		2/28/01
Filed on:		2/27/01		DEF 14A
For Period End:		12/31/00
		6/15/00
		1/1/98
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