FIRST AMENDMENT TO TI SUPPLEMENTAL PENSION PLAN | Texas Instruments | Business Contracts

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may be withdrawn by, or distributed to, a Participant while the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