TEXAS INSTRUMENTS RESTRICTED STOCK UNIT PLAN

 EXHIBIT 10(c)
                                                           -------------

                  TEXAS INSTRUMENTS RESTRICTED STOCK UNIT PLAN 
                                  FOR DIRECTORS

As Adopted June 15, 1995  

The Texas Instruments Restricted Stock Unit Plan for Directors is 
designed to enhance the ability of the Company to attract and retain 
exceptionally qualified individuals and to encourage them to acquire a 
proprietary interest in the growth and performance of the Company.

For purposes of this Plan, unless otherwise indicated, the term 
"Company" shall mean Texas Instruments Incorporated.  

Eligibility

All directors of the Company who are not during the term of this Plan 
and who have not previously been officers or employees of the Company 
shall participate in this Plan.  

Definitions

As used in this Plan, the following terms shall have the meanings set
forth:

(a)      "Fair Market Value" shall mean, with respect to any Shares,
the simple average of the high and low prices of such Shares on the 
date of grant of Restricted Stock Units (or, if there is no trading on 
the New York Stock Exchange on such date, then on the first previous 
date on which there is such trading) as reported in "New York Stock 
Exchange Composite Transactions"in "The Wall Street Journal";

(b)      "Restricted Stock Units" shall mean any Units granted under 
paragraphs (a)  or (b) under the heading "Grants of Restricted Stock 
Units" set forth below; and

(c)      "Shares" shall mean shares of the common stock of the Company,
$1.00 par value.

Administration of Plan

This Plan shall be administered by the Secretary of the Company (the 
"Secretary").  The Secretary shall have full power and authority to
construe, interpret and administer the Plan.  The Secretary may issue 
rules and regulations for administration of the Plan.  All decisions of 
the Secretary shall be final, conclusive and binding upon all parties,
including the Company, the stockholders and the directors.  In the event 
of the absence or inability of the Corporate Secretary, any Assistant 
Secretary shall have the authority to act in his place.

Subject to the terms of the Plan and applicable law, the Secretary shall 
have full power and authority to:  (i) interpret and administer the Plan 
and any instrument or agreement relating to, or Restricted Stock Units 
granted under, the Plan;  (ii) establish, amend, suspend or waive such 
rules and regulations and appoint such agents as the Secretary shall 
deem appropriate for the proper administration of the Plan; and (iii) 
make any other determination and take any other action that the 
Secretary deems necessary or desirable for the  administration of this 
Plan.  

Restricted Stock Units Available for Grant

Subject to adjustment as provided below:

(a)  Sources of Shares Deliverable Under Restricted Stock Units.  Any 
Shares delivered pursuant to the settlement of Restricted Stock Units 
shall consist of treasury Shares.

(b)  Adjustments.  In the event that the Secretary shall determine that 
any dividend or other distribution (whether in the form of cash, Shares, 
other securities, or other property), recapitalization, stock split, 
reverse stock split, reorganization, merger, consolidation, split-up, 
spin-off, combination, repurchase or exchange of Shares or other 
securities of the Company, issuance of warrants or other rights to 
purchase Shares or other securities of the Company, or other similar 
corporate transaction or event affects the Shares such that an 
adjustment is determined by the Secretary to be appropriate in order to 
prevent dilution or enlargement of the benefits or potential benefits 
intended to be made available under the Plan, then the Secretary shall, 
in such manner as he or she may deem equitable, adjust  the number of  
outstanding Restricted Stock Units; provided, however, that no 
fractional Restricted Stock Units shall be issued or outstanding 
hereunder.  Notwithstanding any such corporate transaction or event, no 
adjustment shall be made in the number of Restricted Stock Units to be 
granted to new directors who are elected after the occurrence of any 
such corporate transaction or event. 

Grants of Restricted Stock Units

(a)      Initial Grants of Restricted Stock Units.  The Company, as of
the effective date of this Plan, shall grant to each then current
director of the Company 1000 Restricted Stock Units.  Each Restricted
Stock Unit shall be paid or settled by the issuance of one Share upon
the termination of such recipient's service as a director of the 
Company, provided that such termination of service shall have occurred 
(i) after the age at which a director is ineligible under the Company's
by-laws to stand for reelection to the Board, (ii) after the completion
of at least eight years of service as a director of the Company or
(iii) as a result of the death or disability of the director.   In the 
event such recipient's membership on the Board of Directors of the
Company shall terminate  prior to the attainment of the age for
ineligibility for reelection and prior to the completion of eight years
of service as a director for reasons other than death or disability,
such Restricted Stock Units shall terminate and all of the rights,
title and interest of the recipient thereunder shall be forfeited in
their entirety.  Following the effective date of this Plan, each new
director shall, effective as of the date of such individual's initial
election or appointment to the Board of Directors, be granted 1000  
Restricted Stock Units  which shall be subject to the same terms and
restrictions as are described in this paragraph (a). Notwithstanding the
foregoing, in no event shall Shares be issued pursuant to a Restricted 
Stock Unit granted under this paragraph (a) if a director's service on 
the board shall terminate within less than six months after the date of 
grant for any reason other than death or disability.

(b)   Grants of Restricted Stock Units for Portion of Annual Retainer. 
As of the date of the annual meeting of stockholders each year following 
the effective date of this Plan, fifty percent (50%) of the annual 
retainer (not including retainers for committee membership or committee
chair) payable to each director during the twelve-month period beginning 
May 1 of such year and ending April 30 of the following year shall be 
paid to the director in the form of  Restricted Stock Units.   Also, 
fifty percent (50%) of each director's annual retainer for the period 
beginning May 1, 1995 and ending April 30, 1996 remaining payable after 

June 30  shall be paid to the director in the form of Restricted Stock
Units, which shall be granted as of the effective date of this Plan.
The number of Restricted Stock Units to be granted under this paragraph 
(b)  in each case shall be determined by dividing (i) the amount of 
annual retainer to be paid in the form of Restricted Stock Units by (ii) 
the Fair Market Value of the Shares and shall be rounded up to the next 
whole Restricted Stock Unit in the event such determination results in a 
fraction of a Restricted Stock Unit.  Each such Restricted Stock Unit 
shall provide for the issuance of one Share upon the termination of the 
recipient's membership on the Board of Directors.  In the event a 
director's service on the Board shall terminate for any reason during a 
year, the number of Restricted Stock Units granted for such year shall 
be reduced proportionately, and the excess shall be forfeited.

(c)      Right to Dividend Equivalents.  Each recipient of  Restricted 
Stock Units under this Plan shall have the right, during the period when 
such Restricted Stock Units are outstanding and prior to the 
termination, forfeiture or payment or settlement thereof, to receive 
dividend equivalents equal to the amount or value of any cash or other 
distributions or dividends payable on the same number of Shares.  The 
Company shall accumulate dividend equivalents on each dividend payment 
date and pay such accumulated amounts without interest annually.

(d)      Issuance of Shares Upon Lapse of Restrictions.  A stock 
certificate or certificates shall be registered and issued in the name 
of the holder of  Restricted Stock Units and delivered to such holder as 
soon as practicable after such Restricted Stock Units have become 
payable or settleable in accordance with the terms of the Plan.

(e)      Limits on Transfer of Restricted Stock Units.  No Restricted 
Stock Units and no right under any Restricted Stock Units shall be 
assignable, alienable, salable or transferable by a participant 
otherwise than by will or by the laws of descent and distribution.  All 
rights under any Restricted Stock Unit shall be exercisable during the 
participant's lifetime only by the participant or, if permissible under 
applicable law, by the participant's guardian or legal representative.  
No Restricted Stock Unit and no right under any such Restricted Stock 
Unit may be pledged, alienated, attached, or otherwise encumbered, and 
any purported pledge, alienation, attachment or encumbrance thereof 
shall be void and unenforceable against the Company.

(f)       Share Certificates.  All certificates for Shares delivered 
under the Plan pursuant to any Restricted Stock Units shall be subject
to such stop transfer orders and other restrictions as the Secretary 
may deem advisable under the Plan and the rules, regulations, and other 
requirements of the Securities and Exchange Commission, any stock 
exchange upon which such Shares or other securities are then listed, and 
any applicable Federal or state securities laws, and the Secretary may 
cause a legend or legends to be put on any such certificates to make 
appropriate reference to such restrictions.

Amendment and Termination

Except to the extent prohibited by applicable law and unless expressly 
provided in this Plan:

(a)      Amendments to the Plan.  The Board of Directors of the Company 
may amend, alter, suspend, discontinue or terminate the Plan, without 
the consent of any stockholder, participant, other holder or beneficiary 
of Restricted Stock Units, or other person; provided, however, that, no 
such action shall impair the rights under any Restricted Stock Units 
theretofore granted under the Plan. 

(b)      Correction of Defects, Omissions and Inconsistencies.  The 
Secretary may correct any defect, supply any omission, or reconcile any 
inconsistency in the Plan or any Restricted Stock Units in the manner 
and to the extent he or she shall deem desirable to carry the Plan into 
effect.

General Provisions

(a)      Withholding.  The Company shall be authorized to withhold from 
any Restricted Stock Units granted or any transfer made under any 
Restricted Stock Units or under the Plan or from any dividend 
equivalents to be paid on Restricted Stock Units the amount (in cash, 
Shares, other securities, or other property) of any taxes required to be 
withheld in respect of a grant, payment or settlement of Restricted 
Stock Units or any payment of dividend equivalents under such Restricted 
Stock Units or under the Plan and to take such other action as may be 
necessary in the opinion of the Company to satisfy all obligations for 
the payment of any such taxes.

(b)      No Limit on Other Compensation Arrangements.  Nothing contained 
in the Plan shall prevent the Company from adopting or continuing in 
effect other or additional compensation arrangements, and such 
arrangements may be either generally applicable or applicable only in 
specific cases.

(c)      No Right to Continued Board Membership.  The grant of 
Restricted Stock Units shall not be construed as giving a participant 
the right to be retained as a director of the Company.  The Board of 
Directors may at any time fail or refuse to nominate a participant  for 
election to the Board, and the stockholders of the Company may at any 
election fail or refuse to elect any participant to the Board free from 
any liability or claim under this Plan or any Restricted Stock Units.

(d)      Governing Law.  The validity, construction, and effect of the 
Plan and any rules and regulations relating to the Plan shall be 
determined in accordance with the laws of the State of Delaware and 
applicable Federal law.

(e)      Severability.  If any provision of the Plan or any Restricted 
Stock Unit is or becomes or is deemed to be invalid, illegal, or 
unenforceable in any jurisdiction, or as to any person or any Restricted 
Stock Unit, or would disqualify the Plan or any Restricted Stock Unit 
under any law deemed applicable by the Secretary, such provision shall 
be construed or deemed amended to conform to applicable laws, or if it 
cannot be so construed or deemed amended without, in the determination 
of the Secretary, materially altering the intent of the Plan or the 
Restricted Stock Unit, such provision shall be stricken as to such 
jurisdiction, person or Restricted Stock Unit, and the remainder of the 
Plan and any such Restricted Stock Unit shall remain in full force and 
effect.

(f)      No Trust or Fund Created.  Neither the Plan nor any Restricted 
Stock Units shall create or be construed to create a trust or separate 
fund of any kind or a fiduciary relationship between the Company and a 
participant or any other person. To the extent that any person acquires 
a right to receive Restricted Stock Units, or Shares pursuant to 
Restricted Stock Units, from the Company pursuant to this Plan, such 
right shall be no greater than the right of any unsecured general 
creditor of the Company.

(g)      No Fractional Shares.  No fractional Shares shall be issued or 
delivered pursuant to the Plan.

Effective Date of the Plan

The Plan shall be effective as of June 15, 1995.

Term of the Plan

No Restricted Stock Units shall be granted under the Plan after April 
18, 2006.  However, unless otherwise expressly provided in the Plan or 
in the restrictions applying to Restricted Stock Units previously 
issued, any Restricted Stock Units theretofore granted may extend beyond 
such date, and the authority of the Secretary to interpret, construe, 
administer and make determinations under this Plan, and the authority of 
the Board of Directors of the Company to amend the Plan, shall extend 
beyond such date.

 

Basic Info X:

Name: TEXAS INSTRUMENTS RESTRICTED STOCK UNIT PLAN
Type: Texas Instruments Restricted Stock Unit Plan
Date: July 21, 1995
Company: TEXAS INSTRUMENTS INC
State: Delaware

Other info:

Date:

  • May 1 , 1995
  • April 30 , 1996
  • June 30
  • June 15 , 1995
  • April 18 , 2006

Organization:

  • Texas Instruments Restricted Stock Unit Plan for Directors
  • Texas Instruments Incorporated
  • New York Stock Exchange
  • Restricted Stock Units Available for Grant Subject
  • Sources of Shares Deliverable Under Restricted Stock Units
  • Initial Grants of Restricted Stock Units
  • Company 1000 Restricted Stock Units
  • Board of Directors of the Company
  • b Grants of Restricted Stock Units for Portion of Annual Retainer
  • Issuance of Shares Upon Lapse of Restrictions
  • Transfer of Restricted Stock Units
  • Securities and Exchange Commission
  • Other Compensation Arrangements
  • Continued Board Membership
  • the State of Delaware

Location:

  • TEXAS

Money:

  • $ 1.00

Percent:

  • fifty percent
  • 50 %