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

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.B.II   —   Material Contract

                                             Exhibit 10(b)(ii)
                                             -----------------

FIRST AMENDMENT 
TO  
TI SUPPLEMENTAL PENSION 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 First Amendment to the TI Supplemental Pension    
Plan, which was amended and restated in the entirety effective as of            
January 1, 1998.                                                                

     This First Amendment to the TI Supplemental Pension Plan shall be
effective January 1, 2000.  Except as hereby amended, the TI Supplemental       
Pension Plan, as hereby amended, shall continue in full force and effect.       

1.        Section 3-2 is hereby amended and restated in the entirety to read    
as follows:                                                 

       "Sec. 3.2.  Payment of  Supplemental Benefit.  Subject to
  Section 3-3, and except to the extent deferred pursuant to the
  Deferred Compensation Plan, the benefit determined pursuant to
      Section 3-1 shall be paid to the person entitled thereto as though
     it were a part of the benefit being paid to such person under the
      TI Employees Pension Plan, so that it is payable at the same time,
and in the same form, and subject to the same limits and    
restrictions (other than the limitations referenced in      
   subparagraphs (a), (b) and (c) of Section 3-1) as such person's
    benefits are subject to under the TI Employees Pension Plan.  In
   the event that benefits under the TI Employees Pension Plan are
 payable in the form of a direct rollover, unless the benefits
  payable under this Plan are deferred pursuant to the terms and
      provisions of the Deferred Compensation Plan, the benefits payable
     under this Plan shall be payable as though the benefits under the
TI Employees Pension Plan were payable in the normal form of
benefit applicable to such person.  If only part of the     
      Participant's benefit under this Plan are deferred pursuant to the
terms and provisions of the Deferred Compensation Plan, the 
 remaining benefits, after actuarial adjustment to reflect the
   amount deferred, shall be paid in accordance with the preceding
provisions of this Section 3-2."                            

2.        Section 3-3 is hereby amended and restated in the entirety to read    
as follows:                                                 

            "Sec. 3-3.  Restrictions.  No benefits accrued under this Plan
   may be withdrawn by, or distributed to, a Participant while the
Participant remains employed by the Company or an Affiliate,
       provided that all or a part of the benefits payable under this Plan
may be deferred pursuant to the terms and provisions of the 
Deferred Compensation Plan.  No loans may be made to any    
Participant with respect to benefit accrued under this Plan.
      Except to the extent deferred pursuant to the terms and provisions
       of the Deferred Compensation Plan, benefits payable under this Plan
     may not be rolled over or transferred to an individual retirement
   account or to any other employee benefit plan.  No distribution
       shall be made under this Plan by reason of a distribution under the
TI Employees Pension Plan that is made pursuant to section  
       401(a)(9) of the Code.  In the event that payment of benefits under
     the TI Employees Pension Plan is suspended and the benefits under
this Plan have not been deferred pursuant to the terms and  
provisions of the Deferred Compensation Plan, payment of    
       corresponding benefits under this Plan will be similarly suspended.
     To the extent that a Participant defers payment of benefits under
  this Plan pursuant to the terms and provisions of the Deferred
Compensation Plan, the Participant shall not be entitled to 
     benefits under this Plan, but the corresponding deferred benefits
      shall be payable in accordance with the terms and provision of the
     Deferred Compensation Plan.  In the event that only a part of the
     benefits of the Participant under this Plan are deferred pursuant
to the Deferred Compensation Plan, the remaining benefits,  
actuarially adjusted to reflect subtraction of the amount so
deferred, shall be payable in accordance with Section 3-1.  
 Actuarial equivalency calculations shall be determined by the
 Administrator, in its sole and absolute discretion.  Benefits
provided under this Plan shall not constitute earnings or   
      compensation for purposes of determining contributions or benefits
under any other employee benefit plan of the Employers."    

3.        The first sentence of Section 3-5 is hereby amended to read as        
follows:                                                    

"Except as provided in Section 3-6 below, or except as the  
      Participant may defer payment of benefits under this Plan pursuant
     to the terms and provisions of the Deferred Compensation Plan, 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."                          

4.        Except as hereby amended by this First Amendment to TI                
  Supplemental Pension Plan, the TI Supplemental Pension Plan as
previously amended and restated effective January 1, 1998 is
hereby ratified.                                            

      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
		1/1/00
For Period End:		12/31/99		10-K405/A,  PRE 14A
		1/1/98
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