S-8

As filed with the Securities and Exchange Commission on October 26, 2004

Registration No.  333-xxxxxx

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

NATIONAL SEMICONDUCTOR CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	95-2095071
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

2900 Semiconductor Drive

P.O. Box 58090

Santa Clara, California 95052-8090

(Address of principle executive offices)

Registrant’s telephone number including area code: (408)721-5000

NATIONAL SEMICONDUCTOR CORPORATION DEFERRED COMPENSATION PLAN

(Full title of the plan)

JOHN M. CLARK III, Esq.

Senior Vice President, General Counsel

and Secretary

NATIONAL SEMICONDUCTOR CORPORATION

2900 Semiconductor Drive, P.O. Box 58090

Santa Clara, CA 95052-8090

(408)721-5000

(Name, address and telephone number, including area code, of agent for service)

Calculation of Registration Fee

Title of Each Class of Securities to be Registered	Amount to be Registered			Proposed Maximum Offering Price Per Share (1)			Proposed Maximum Aggregate Offering Price (1)			Amount of Registration Fee (1)
Deferred Compensation obligations (2)	$	70,000,000		100		%	$		70,000,000.00	$	8,869.00
Common Stock $0.50 par value	5,000,000		shs	$	16.60		$	83,000,000.00		$	10,516.10
Preferred Stock Purchase Rights			(3)

(1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended. As to Common Stock, based on the average of the high and low prices of the Common Stock on October 22, 2004 of $ 16.60  per share, as reported on the New York Stock Exchange Composite Transactions, which is used as the estimate offering price solely for the purpose of determining the registration fee, in accordance with Rule 457(h).

(2)The deferred compensation obligations to which this Registration Statement relates (the “Deferred Compensation Obligations”) arise under the National Semiconductor Corporation Deferred Compensation Plan (the “Plan”) and are unsecured obligations of National Semiconductor Corporation to pay deferred compensation in the future pursuant to compensation deferral elections made by participants in the Plan in accordance with the terms of the Plan.

(3)Each share of Common Stock includes one Preferred Stock Purchase Right issued under the Rights Agreement, dated as of August 8, 1988, as amended, between the Registrant and EquiServe Trust Company, N.A. (fka The First National Bank of Boston) as Rights Agent.

PART I

EXPLANATORY NOTE

As permitted by the rules of the Securities and Exchange Commission (the “Commission”), this Registration Statement omits the information specified in Part I of Form S-8.  The documents containing the information specified in Part I will be delivered to the participants in the Plan as required by Securities Act Rule 428(b).  Such documents are not being filed as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

National Semiconductor Corporation (the “Company”) has agreed to permit participants in its Deferred Compensation Plan (“Plan”) to direct investment of their Plan accounts in National Semiconductor Corporation Common Stock. This Registration Statement covers the Deferred Compensation Obligations and the offering of such shares to participants pursuant to terms of the Plan. The Company shall not be issuing any shares to the Plan, as any investments directed by participants to be made in National Semiconductor Corporation Common Stock will be effected through open market purchases of the Common Stock made by the Plan trustee. Similarly, any dispositions of National Semiconductor Corporation Common Stock directed by participants will be effected through open market sales made by the Plan trustee.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents which have been filed with the Commission by the Company (also referred to herein as the “Registrant”) under Commission File Number 1-6453 by the Company are hereby incorporated by reference in this Registration Statement:

(a)The Company’s Annual Report on Form 10-K for the fiscal year ended May 30, 2004, including the portions of the Company’s 2004 Annual Report and the Company’s Proxy Statement for the 2004 Annual Meeting of Stockholders incorporated therein by reference;

(b)The Company’s Reports on Form 8-K filed June 10, 2004; June 16, 2004; August 11, 2004; September 9, 2004; and October 4, 2004;

(c)The description of the Common Stock contained in the Company’s Registration Statement on Form 8-A filed September 8, 1970; and

(d)The description of the Preferred Stock Purchase Rights contained in the Company’s Registration Statement on Form 8-A filed August 9, 1988 and any amendments thereto filed for the purpose of updating such description.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed documents which also is or is deemed to be incorporated by reference herein modifies or supersedes such statements.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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ITEM 4.DESCRIPTION OF SECURITIES

The Company’s Common Stock is registered under Section 12 of the Exchange Act and thus, the requirements of Item 4 with respect to the Common Stock are not applicable.

The following description of the Deferred Compensation Obligations of the Company under the National Semiconductor Corporation Deferred Compensation Plan, as amended (the “Plan”) is qualified by reference to the Plan. Capitalized terms used in this Item 4 and not otherwise defined in this Registration Statement shall have the respective meanings attributed to such terms in the Plan.

The Deferred Compensation Obligations incurred by the Company under the Plan are unsecured general obligations of the Company, and will rank equally with other unsecured and unsubordinated indebtedness of the Company, from time to time outstanding, payable from the general assets of the Company. Because the Company has subsidiaries, the right of the Company, and hence the right of creditors of the Company (including Participants in the Plan), to participate in a distribution of the assets of a subsidiary upon its liquidation or reorganization or otherwise, necessarily is subject to the prior claims of creditors of the subsidiary, except to the extent that claims of the Company itself as a creditor may be recognized.

Under the Plan, the Company provides eligible employees of the Company with the opportunity to elect to defer a portion of the compensation otherwise payable to the eligible employee consistent with the terms of the Plan. The portion of the Participant’s salary compensation that is deferred depends on the Participant’s election in effect at the beginning of the calendar year. Eligible employees may also elect to defer incentive compensation that would otherwise be paid under the Company’s Executive Officer Incentive Plan and the Key Employee Incentive Plan. Amounts deferred are maintained in a rabbi trust and participants direct the investment of their Plan Accounts by selecting the investment alternatives offered by the Plan.

The amounts deferred under the Plan represent an obligation of the Company to make payments to the Participant at some time in the future. The amount that the Company is required to pay under the terms of the Plan is equal to the deferrals made by the Participant, as adjusted for gains or losses attributable to the investment of such deferrals as chosen by the Participants from among the designated investment alternatives, all of which is reflected in the Accounts maintained in the rabbi trust. The amount that is payable by the Company to the Participants under the Plan is increased by additional amounts that represent Annual Matching Restoration Amounts and Annual Profit Sharing Restoration Amounts credited by the Company.

Currently, the investment alternatives available under the Plan are identical with the investment alternatives available for participant directed investment in the RASP. The investments for Participants’ Accounts may be varied from time to time at the discretion of the Committee. Participants may elect to have any amounts invested in any of the other available investment alternatives treated as transferred to and invested in the Company’s Common Stock under the Plan.

A Participant is immediately vested in all deferrals made by the Participant

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(and income and gain attributable thereto). A Participant becomes vested in the portion of his or her Account attributable to Annual Profit Sharing Restoration Amounts (and income and gain attributable thereto) in accordance with the vesting rules under the RASP (i.e., generally 20% per year) subject to earlier vesting in certain circumstances.

The amounts payable to Participants under the Plan are distributed in accordance with the distribution provisions of the Plan. Generally, such distributions are made on a date pre-selected by the Participant or upon termination of employment. Distributions are payable in cash in a single lump sum or installment payments, as chosen by the Participant.

The Company reserves the right to amend or partially or completely terminate the Plan, provided that such amendment or termination does not result in any reduction of a Participant’s Account balance, including previous earnings or losses, as of the date of such amendment or termination.

ITEM 5.INTERESTS OF NAMED EXPERTS AND COUNSEL

In connection with the filing of the Registration Statement, John M. Clark III, Esq. has rendered an opinion to the Company. At the time of rendering such opinion, Mr. Clark had a substantial interest in the Company, as defined by the rules of the Securities and Exchange Commission, in that the fair market value of the 35,985 shares of Common Stock owned directly and indirectly by him and the 668,000 shares of Common Stock subject to options held by him exceeds $50,000.  Also at such time, Mr. Clark was connected with the Company in that he was Senior Vice President, General Counsel and Secretary of the Company.

ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 102 of the Delaware General Corporation Law (“DGCL”) allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or to any of its stockholders for monetary damages for a breach of fiduciary duty as a director, except (i) for breach of the director’s duty of loyalty, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for certain unlawful dividends and stock repurchases, or (iv) for any transaction from which the director derived an improper personal benefit.  Article Thirteenth of the Company’s Second Restated Certificate of Incorporation (the “Certificate”) provides that no director shall be personally liable to the Company or its stockholders for monetary damages for any breach of his fiduciary duty as a director, except as provided in Section 102 of the DGCL.

Section 145 of the DGCL provides that in the case of any action other than one by or in the right of the corporation, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in such capacity on behalf of another corporation or enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement

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actually and reasonably incurred by him in connection with such action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 145 of the DGCL provides that in the case of an action by or in the right of a corporation to procure a judgment in its favor, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any action or suit by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in such capacity on behalf of another corporation or enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted under standards similar to those set forth in the preceding paragraph, except that no indemnification may be made in respect of any action or claim as to which such person shall have been adjudged to be liable to the corporation, unless a court determines that such person is fairly and reasonably entitled to indemnification.

Article Thirteenth of the Company’s Certificate provides that the Company shall to the extent permitted by law indemnify any person for all liabilities incurred by or imposed upon him as a result of any action or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, in which he shall be involved by reason of the fact that he is or was serving as a director, officer or employee of the Company or that, at the request of the Company, he is or was serving another corporation or enterprise in any capacity.  Article VIII of the Company’s By-Laws provides for indemnification of any person who was or is a party to any threatened, pending or completed action, or to any derivative proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or was serving at the request of the corporation in that capacity for another corporation, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct unlawful.

The Company has purchased and maintains at its expense, on behalf of directors and officers, insurance, within certain limits, covering liabilities that may be incurred by them in such capacities.

ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.TABLE OF EXHIBITS

4.1Second Restated Certificate of Incorporation of the Company, as amended (incorporated by reference from the Exhibits to the Company’s Registration Statement on Form S-3 Registration No. 33-52775, which became effective March 22, 1994); Certificate of Amendment of Certificate of Incorporation dated September 30, 1994 (incorporated by reference from the Exhibits to the Company’s Registration Statement on Form S-8 Registration No. 333-09957 which became effective August 12, 1996); Certificate of Amendment of Certificate of Incorporation dated September 22, 2000 (incorporated by reference from the Exhibits to the Company’s Registration Statement

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on Form S-8 Registration No. 333-48424, which became effective October 23, 2000).

4.2By-Laws of the Company. (Incorporated by reference from the Exhibits to the Company’s Form 10-K for the fiscal year ended May 26, 2002 filed August 16, 2002).

4.3Form of Common Stock Certificate (incorporated by reference from the Exhibits to the Company’s Registration Statement on Form S-3 Registration No. 33-48935, which became effective October 5, 1992).

4.4Rights Agreement (incorporated by reference from the Exhibits to the Company’s Registration Statement on Form 8-A filed August 10, 1988); First Amendment to the Rights Agreement dated as of October 31, 1995 (incorporated by reference from the Exhibits to the Company’s Amendment No. 1 to the Registration Statement on Form 8-A filed December 11, 1995); Second Amendment to the Rights Agreement dated as of December 17, 1996 (incorporated by reference from the Exhibits to the Company’s Amendment No. 2 to the Registration Statement on Form 8-A filed January 17, 1997); Certificate of Adjusted Purchase Price on Number of Shares dated April 23, 2004 filed by National Semiconductor Corporation with the Rights Agent (incorporated by reference from the Exhibits to the Company’s Amendment No. 3 to Registration Statement on Form 8-A filed April 26, 2004).

5.1Opinion re Legality.

10.1National Semiconductor Corporation Deferred Compensation Plan.

23.1Consent of Independent Registered Public Accounting Firm.

23.2Consent of Counsel (Included in Exhibit 5).

24.1Power of Attorney.

ITEM 9.UNDERTAKINGS

(a)The undersigned registrant hereby undertakes:

(1)to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

(i)to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may

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be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to information contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement that are incorporated by reference in the registration statement;

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforeceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,

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submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on the 25^th day of October, 2004.

NATIONAL SEMICONDUCTOR CORPORATION
By	BRIAN L. HALLA*
	Brian L. Halla
	Chairman of the Board, and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by or on behalf of the following persons in the capacities indicated on the 25^th day of October, 2004.

BRIAN L. HALLA*		Chairman of the Board, President and Chief
(Brian L. Halla)		Executive Officer (Principal Executive Officer)
LEWIS CHEW *		Senior Vice President and
(Lewis Chew)		Chief Financial Officer
ROBERT E. DeBARR*		Controller
(Robert E. DeBarr)
STEVEN R. APPLETON*		Director
(Steven R. Appleton)
GARY P. ARNOLD*		Director
(Gary P. Arnold)
RICHARD J. DANZIG*		Director
(Richard J. Danzig)
ROBERT J. FRANKENBERG*		Director
(Robert J. Frankenberg)
E. FLOYD KVAMME*		Director
(E. Floyd Kvamme)
EDWARD R. McCRACKEN*		Director
(Edward R. McCracken)
MODESTO A. MAIDIQUE*		Director
(Modesto A. Maidique)
*By:	//S// JOHN M. CLARK III	Attorney-in-Fact
John M. Clark III

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NATIONAL SEMICONDUCTOR CORPORATION

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
4.1	Second Restated Certificate of Incorporation of the Company, as amended (incorporated by reference from the Exhibits to the Company’s Registration Statement on Form S-3 Registration No. 33-52775, which became effective March 22, 1994); Certificate of Amendment of Certificate of Incorporation dated September 30, 1994 (incorporated by reference from the Exhibits to the Company’s Registration Statement on Form S-8 Registration No. 333-09957 which became effective August 12, 1996); Certificate of Amendment of Certificate of Incorporation dated September 22, 2000 (incorporated by reference from the Exhibits to the Company’s Registration Statement on Form S-8 Registration No. 333-48424, which became effective October 23, 2000); Certificate of Adjusted Purchase Price on Number of Shares dated April 23, 2004 filed by National Semiconductor Corporation with the Rights Agent (incorporated by reference from the Exhibits to the Company’s Amendment No. 3 to Registration Statement on Form 8-A filed April 26, 2004).
4.2	By-Laws of the Company. (incorporated by reference from the Exhibits to the Company’s Form 10-K for the fiscal year ended May 26, 2002 filed August 16, 2002).
4.3	Form of Common Stock Certificate (incorporated by reference from the Exhibits to the Company’s Registration Statement on Form S-3 Registration No. 33-48935, which became effective October 5, 1992).
4.4	Rights Agreement (incorporated by reference from the Exhibits to the Company’s Registration Statement on Form 8-A filed August 10, 1988); First Amendment to the Rights Agreement dated as of October 31, 1995 (incorporated by reference from the Exhibits to the Company’s Amendment No. 1 to the Registration Statement on Form 8-A filed December 11, 1995); Second Amendment to the Rights Agreement dated as of December 17, 1996 (incorporated by reference from the Exhibits to the Company’s Amendment No. 2 to the Registration Statement on Form 8-A filed January 17, 1997).
5.1	Opinion re Legality.
10.1	National Semiconductor Corporation Deferred Compensation Plan.
23.1	Consent of Independent Registered Public Accounting Firm.
23.2	Consent of Counsel (Included in Exhibit 5).
24.1	Power of Attorney.

EX-5.1

EXHIBIT 5.1

October 25, 2004

Board of Directors

National Semiconductor Corporation

2900 Semiconductor Drive

Santa Clara, California 95051

Gentlemen:

At your request, I have examined the registration statement on Form S-8 (the “Registration Statement”) which you are filing with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, for registration of (i) 5,000,000 shares of Common Stock, par value $0.50 per share (the “Shares”) of National Semiconductor Corporation (the “Company”) to be offered to participants as an investment option under the Company’s Deferred Compensation Plan (the “Plan”); and (ii) $70,000,000.00 of deferred compensation obligations (“Obligations”) under the Plan.

In connection with this opinion, I have examined the Plan, the Company’s Certificate of Incorporation and By-Laws, as amended, and such other documents and records as deemed necessary as a basis for this opinion. I have further examined such matters of fact and questions of law considered appropriate for purpose of rendering the opinions expressed below.

With respect to the opinion expressed in paragraph 1 below, I am opining herein as to the effect on the subject transaction only of the General Corporation Law of Delaware, including statutory and reported decisional law thereunder, and I express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction, and, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any other local agencies or instrumentalities within any state or jurisdiction.

With respect to the opinion expressed in paragraph 2 below, I am opining herein as to the effect on the subject transaction only of (i) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including statutory law and reported decisional law thereunder, and (ii) the internal laws of the State of California, and I express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction, or as to any matters of municipal law or the laws of any other local agencies or instrumentalities within any state or jurisdiction. My opinion set forth in paragraph 2 below is based upon our consideration of only those statutes, regulations and reported decisional law, which in my experience are normally applicable to deferred compensation plans.

Subject to the foregoing and in reliance thereon, I am of the opinion that, as of the date hereof:

1.The Shares, when subsequently sold in accordance with the Plan, will be legally and validly issued, fully paid and nonassessable securities of the Company.

2.Upon the creation of the Obligations in the manner contemplated by the Registration Statement and in accordance with the terms of the Plan, such Obligations will be legally valid and binding obligations of the Company.

The opinion expressed in paragraph 2 is further subject to the following limitations, qualifications and exceptions:

(a)the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors;

(b)the effect of general principles of equity including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law;

(c)the effect of the laws of usury or other laws or equitable principles relating to or limiting the interest rate payable on indebtedness; and

(d)certain rights, remedies and waivers contained in the Plan may be limited or rendered ineffective by applicable laws or judicial decisions, but such laws or judicial decisions do not render the Plan invalid or unenforceable as a whole.

In addition, I express no opinion with respect to any obligations or liabilities of any other person or entity under the Plan. I further express no opinion with respect to the liabilities or obligations of the Company, or any other person or entity under any trust agreement entered into or that may be entered into in connection with the Plan, and I express no opinion with respect to the applicability to, or the effect on, any such trust agreement of ERISA or any other laws.

This opinion is rendered only to you and is solely for the benefit of you in connection with the transaction covered hereby. This opinion may not be relies upon for any other purpose, or furnished to, quoted to or relied upon, by any other person, firm or corporation for any purpose, without my prior written consent.

I consent to the filing of this opinion as an Exhibit to the Registration Statement.

Very truly yours,

//s// JOHN M. CLARK III

JOHN M. CLARK III

Senior Vice President,

General Counsel & Secretary

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EX-10.1

Exhibit 10.1

NATIONAL SEMICONDUCTOR CORPORATION
DEFERRED COMPENSATION PLAN
PLAN DOCUMENT

(As Amended Effective May 31, 2004)

THIS DEFERRED COMPENSATION PLAN (“Plan”) originally adopted by National Semiconductor Corporation, a corporation organized and existing under the laws of the State of Delaware, (hereinafter referred to as the “Employer”) effective as of June 1, 2001, as hereby amended and restated effective as of November 1, 2001:

WITNESSETH:

WHEREAS, the Employer adopted this Plan to consolidate previously deferred incentive awards under the Key Employee Incentive Plan (“KEIP”), Executive Officer Incentive Plan (“EOIP”), and Key Employee Bonus Plan (“KEBP”) and to continue to allow certain participants in the KEIP and EOIP the ability to defer payment of their incentive awards under those plans; and

WHEREAS, the Employer’s Benefit Restoration Plan (“BRP”) previously permitted certain BRP participants to defer up to 30% of Compensation as Annual Savings Restoration Amounts and provided Annual Profit Sharing Restoration Amounts for participants whose benefits under the National Semiconductor Corporation Retirement and Savings Program (RASP) were limited by the Internal Revenue Code; and

WHEREAS, the Employer desires to combine into the Plan the provisions of the BRP that permit the deferral of Compensation and provide for Annual Profit Sharing Restoration Amounts, in order to create a single plan and to provide additional flexibility with respect to future deferrals; and

WHEREAS, the Employer also desires to transfer Annual Matching Restoration Amounts, Annual Profit Sharing Restoration Amounts and Annual Savings Restoration Amounts previously accrued under the BRP so that they may be held under a single plan; and

WHEREAS, the Employer wishes to amend and restate the Plan in order to achieve the goals set forth above;

NOW, THEREFORE, in consideration of the promises herein contained, it is hereby declared as follows:

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ARTICLE 1

DEFINITIONS

When used herein, the words and phrases defined hereinafter shall have the following meaning unless a different meaning is clearly required by the context.

1.01“Account” shall mean the Account established pursuant to Section 3.05 of the Plan.

1.02“Annual Matching Restoration Amount” shall mean the amount (as previously defined under the BRP) that remained to the credit of a Participant under the BRP as of October 31, 2001 and which will no longer be payable under the BRP after October 31, 2001. Once this amount is credited to a Participant Account under the Plan, a Participant will no longer have any right to the amount previously credited under the BRP. In no event shall a Participant be entitled to the amount credited under this Plan and the amount that was credited to an account under the BRP prior to November 1, 2001.

1.03“Annual Profit Sharing Restoration Amount” shall mean the amount determined in accordance with Section 3.02 of this Plan.

Such amount shall also include the Annual Profit Sharing Restoration Amount that remained to the credit of a Participant under the BRP as of October 31, 2001 and which will no longer be payable under the BRP after October 31, 2001. Once this amount is credited to a Participant Account under the Plan, a Participant will no longer have any right to the amount previously credited under the BRP. In no event shall a Participant be entitled to the amount credited under this Plan and the amount that was credited to an account under the BRP prior to November 1, 2001.

1.04“Annual Savings Restoration Amount” shall mean the amount (as previously defined under the BRP) that remained to the credit of a Participant under the BRP as of October 31, 2001, and which will no longer be payable under the BRP after October 31, 2001. Once this amount is credited to a Participant Account under the Plan, a Participant will no longer have any right to the amount previously credited under the BRP. In no event shall a Participant be entitled to the amount credited under this Plan and the amount that was credited to an account under the BRP prior to November 1, 2001.

1.05“Beneficiary” shall mean the person or persons last designated by a Participant, by written notice filed with the Committee, to receive a Plan Benefit upon his or her death. A new Beneficiary designation may be made with respect to each Deferred Incentive Award Amount or Deferred Compensation Amount class year subaccount. In the event a Participant fails to designate a person or persons as provided above or if no Beneficiary so designated survives the Participant, then for all purposes of this Plan, the Beneficiary

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shall be the person(s) designated as the beneficiaries by the Participant under the RASP, or, if none, the Participant’s estate.

1.06“Benefits” shall mean the value of the Participant’s Account as credited to the investment options selected by the Participant from among the investment options authorized by the Committee from time-to-time under the Plan as reflected in the records of the Participant’s Account as described in Sections 3.05 and 3.06 of the Plan.

1.07“Board” shall mean the Board of Directors of National Semiconductor Corporation.

1.08“BRP” shall mean the National Semiconductor Corporation Benefit Restoration Plan.

1.09“Committee” shall mean The Retirement and Savings Program Administrative Committee.

1.10“Compensation” shall mean the sum of:

(a)the Employee’s basic or regular rate of compensation for each payroll period during that portion of a Plan Year in which the Employee is a Participant in the Plan, plus

(b)all overtime, lead time, sales commissions and shift differential income received during that portion of a Plan Year in which the Employee is a Participant in the Plan.

Compensation does not include Incentive Awards.

1.11“Deferred Compensation Amount” shall mean the amount determined in accordance with Section 3.04 of this Plan.

1.12“Deferred Incentive Award Amount” shall mean the amount of a Participant’s Incentive Award that is deferred with respect to a particular fiscal year of the Employer as determined in accordance with Section 3.03 of this Plan.

Such amount also includes amounts credited to a Participant Account in the Plan as of June 1, 2001 from amounts that remained to the credit of a Participant under the provisions of the KEIP, EOIP or KEBP as of May 31, 2001. In no event shall a Participant be entitled to the amount credited under this Plan and the amount that was credited to an account under the KEIP, EOIP or KEBP prior to June 1, 2001.

1.13“Effective Date” shall mean June 1, 2001, except that the provisions relating to the deferral of Compensation, Annual Profit Sharing Restoration Amounts and the consolidation of prior Annual Matching Restoration Amounts, prior Annual Profit Sharing Restoration Amounts, and prior Annual Savings Restoration Amounts under the BRP which remained to the credit of a participant in the BRP as of October 31, 2001, shall be effective November 1, 2001.

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1.14“Employer” shall mean National Semiconductor Corporation.

1.15“Incentive Award” shall mean the amount payable to an Employee either under the Employer’s Executive Officer Incentive Plan (EOIP) or Key Employee Incentive Plan (KEIP) from June 1, 2001 forward.

1.16“Participant” shall mean an eligible Employee of the Employer who satisfies the eligibility requirements of Section 2.01 of the Plan.

1.17“Plan” shall mean the National Semiconductor Corporation Deferred Compensation Plan, as amended from time to time.

1.18“Plan Year” shall mean the Employer’s fiscal year.

1.19“RASP” shall mean the National Semiconductor Corporation Retirement and Savings Program, or any successor plan (or plans) thereto. In the case of any successor plan, references herein to Sections of the RASP shall be interpreted as corresponding Sections under the successor plan.

1.20Capitalized Terms not defined herein shall have the meaning attributed to them in the RASP.

ARTICLE II

ELIGIBILITY

2.01Eligibility

A.  Annual Profit Sharing Restoration Amount

An Employee shall be eligible to receive an Annual Profit Sharing Restoration Amount in any Plan Year in which he qualifies for an allocation of the Employer’s Annual Profit Sharing Contribution as a participant under the RASP, but the amount of the RASP benefit to which he is entitled is reduced by reason of the application of the limitations set forth in Sections 401(a)(17) or 415(c)(1)(A) of the Code as applied to the Employee’s compensation under the RASP, or is reduced by the amount of Compensation deferred pursuant to Section 2.02 of the Plan.  Notwithstanding the foregoing, no Employee shall be eligible to receive an Annual Profit Sharing Restoration Amount in any Plan Year beginning after May 30, 2004.

B.  Deferred Compensation Amount

An Employee shall be eligible to make deferrals of his Compensation under the Plan if he is on the Employer’s U.S.

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payroll, and (i) holds a 39xx or higher job code and (ii) has made the maximum permitted deferral under the RASP (provided, however, that this requirement shall not apply to an Employee who holds both a 43xx or higher job code and a job title of vice president or above), or such other criteria as is established by the Committee for eligibility.

C.  Deferred Incentive Award Amount

An Employee shall be eligible to make deferrals of his Incentive Award under the Plan if he is on the Employer’s U.S. payroll, and holds a 39xx or higher job code, or such other criteria as is established by the Committee for eligibility.

2.02Enrollment

A.  Annual Profit Sharing Restoration Amount

An eligible Employee is automatically enrolled in the Annual Profit Sharing Restoration Amount portion of this Plan.

B.  Deferred Compensation Amount

A Participant may enroll in the Plan for purposes of deferring Compensation by November 30, or such other date that is specified by the Committee (“enrollment date”), prior to the end of any calendar year, to be effective as of January 1, of the next succeeding calendar year, by using such enrollment process as established by the Committee for this purpose. Such enrollment process shall provide for the election of the percentage of the Compensation that shall be deferred, the timing of the commencement of deferrals (in accordance with Section 3.04), the timing for payment of Compensation (in accordance with Section 4.01), and the form of payment of Compensation (in accordance with Section 4.05).

1.Once a Participant has enrolled in the Plan for the purpose of deferring Compensation (or previously enrolled in the BRP for purposes of Annual Savings Restoration Amounts), the election made by the Participant shall remain in effect until the Participant modifies or revokes his election. Any modification or revocation by the Participant must be made by the enrollment date of the calendar year preceding the effective date of such modification or revocation.

2.An Employee hired during a Plan Year who meets the eligibility requirements of Section 2.01 of the Plan, may make an election, prior to the date the Employee’s employment commences, to begin participation 30 days after the Employee’s date of employment. Otherwise, an Employee who becomes eligible after an enrollment date will be required

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to wait until the next available enrollment date to participate in the Plan.

C.  Deferred Incentive Award Amount

A Participant may enroll in the Plan for purposes of deferring an Incentive Award with respect to a particular fiscal year of the Employer no later than 30 days before the end of the fiscal year of the Employer, or such other date that is specified by the Committee, by using such enrollment process as established by the Committee for this purpose. Such enrollment process shall provide for the election of the percentage of the Incentive Award that shall be deferred, the timing for payment of the Incentive Award (in accordance with Section 4.01), and the form of payment of the Incentive Award (in accordance with Section 4.05). A new election must be completed for each fiscal year for which a deferral of an Incentive Award is desired.

ARTICLE III

BENEFITS

3.01 Benefits

The maximum Benefits under this Plan to which a Participant shall be entitled shall be equal to the sum of:

(a)the Participant’s Annual Profit Sharing Restoration Amount credited pursuant to Section 3.02 (and previously credited amounts as described in Section 1.03);

(b)the Participant’s Deferred Incentive Award Amount credited pursuant to Section 3.03 (and previously credited amounts as described in Section 1.12);

(c)the Participant’s Deferred Compensation Amount credited pursuant to Section 3.04;

(d)the Participant’s Annual Savings Restoration Amount;

(e)the Participant’s Annual Matching Restoration Amount; and

(f)earnings and losses credited to the Participant’s Account in accordance with Section 3.06.

3.02 Annual Profit Sharing Restoration Amount

The Annual Profit Sharing Restoration Amount to which a Participant shall be entitled to for a Plan Year shall be an amount equal to the difference, if any between (a) and (b) below:

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(a)The amount of the Employer’s Annual Profit Sharing Contribution, which would have been allocated to a Participant under the RASP if the Annual Profit Sharing Contribution were determined pursuant to Section 5.01 B.3. of the RASP and the allocation were determined pursuant to Section 6.03 A. of the RASP 1) without giving any effect to the limitations imposed by sections 401(a)(17) and 415 of the Code, as now or hereafter in effect and 2) by including the amount of Compensation deferred pursuant to Section 2.02 of the Plan; less

(b)The amount of the Employer’s Annual Profit Sharing Contribution allocated to the Participant under the RASP.

No amounts shall be credited under this Section 3.02 for any Plan Year beginning after May 30, 2004.

3.03 Deferred Incentive Award Amounts

The Deferred Incentive Award Amount which shall be credited to a Participant’s Account for a Plan Year, shall be equal to the amount of the Incentive Award with respect to the Employer’s fiscal year ending immediately before the Plan Year that a Participant has agreed to defer under this Plan pursuant to procedures established by the Committee. A Participant may agree to defer receipt of up to 100% of his Incentive Award with respect to the Employer’s fiscal year ending immediately before the Plan Year.

3.04 Deferred Compensation Amounts

In the case of a Participant who holds a job code of 39xx or above, the maximum Deferred Compensation Amount shall be equal to 30% of the Participant’s Compensation beginning as of the pay date in which the Participant makes the maximum contributions to the RASP permitted under section 402(g) of the Code through to the end of the calendar year in which the Participant’s deferral election applies. Such Participant may elect any whole percentage of his Compensation between 0% and 30%.

In the case of a Participant holding both a 43xx or higher job code and a job title of vice president or above, the maximum Deferred Compensation Amount shall be equal to 50% of the Participant’s Compensation for the entire calendar year in which the Participant’s election applies, allowing deferrals to start at the beginning of a calendar year before a Participant reaches the maximum contributions to the RASP permitted under section 402(g) of the Code if the Participant so chooses. Such Participant may elect any whole percentage of his Compensation between 0% and 50%.

3.05 Participant’s Account

The Employer shall create and maintain adequate records to reflect the interest of each Participant in the Plan. Such records shall be in the form of individual Accounts. When appropriate, a Participant’s Account shall consist of separate calendar class year subaccounts with respect to each Plan Year for which a Deferred Incentive Award Amount or

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Deferred Compensation Amount is credited under the Plan. Such Accounts shall be kept for recordkeeping purposes only and shall reflect amounts allocated under Section 3.07, distributions under Article IV, and divestments under Section 6.07. Any Accounts maintained in trust by the Employer shall not be construed as providing for assets to be held in trust or escrow or any other form of asset segregation for the Participant or Beneficiary to whom benefits are to be paid pursuant to the terms of the Plan.

3.06 Allocation to Participant Account

The Participant’s Deferred Incentive Award Amount and Deferred Compensation Amount shall be credited to the Participant’s Account as of the paydate such amount would have been paid to such Participant absent a deferral under the Plan.

The Participant’s Annual Profit Sharing Restoration Amount shall be credited to the Participant’s Account as of the same date as the Annual Profit Sharing Contribution is credited under the RASP.

The Participant’s Annual Savings Restoration Amount, Annual Matching Restoration Amount and Annual Profit Sharing Restoration Amount previously credited under the BRP shall be credited to the Participant’s Account as of the Effective Date.

Each Participant may advise the Committee, in accordance with procedures established by the Committee, on how he wishes his Account to be allocated among the investment options authorized by the Committee and such Participant’s Account shall be credited with earnings and losses at such time and in such manner as determined in the sole discretion of the Committee and shall reflect the allocation of investments made there under. The Participant may change his investment allocation in accordance with procedures established by the Committee. Notwithstanding the foregoing, the Committee reserves the right to determine the Plan’s investment options and the specific process for making investments without regard to the advice received from Participants.

3.07 Vested Percentage

Notwithstanding anything herein to the contrary, a Participant shall be 100% vested at all times in his Deferred Incentive Award Amount, his Deferred Compensation Amount, Annual Savings Restoration Amount, and his Annual Matching Restoration Amount.

A Participant shall be vested in his Annual Profit Sharing Restoration Amount in accordance with Section 8.01(A) of the RASP; provided, however, that forfeited amounts shall not be reallocated among Plan Participants, or be restored to the forfeiting Participant upon reemployment.

3.08. Benefits Under Prior Plans

In no event shall a Participant be entitled to the same amount under this Plan and the KEIP, EIOP, KEBP, or BRP.

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ARTICLE IV

DISTIBUTION OF BENEFITS

4.01 Benefit Commencement Date

Except as provided in Section 4.04, Benefits under the Plan may not be paid prior to the earlier of:

(a)the Participant’s termination of employment (as provided in Section 4.02); or

(b)in the case of a Deferred Incentive Award Amount or Deferred Compensation Amount, a date pre-selected by the Participant (as provided in Section 4.03), in accordance with the election made by the Participant pursuant to Section 2.02.

If an election is made to have Benefits commence on a date pre-selected by the Participant (as provided in Section 4.03), such election subsequently may be modified to defer payment until the Participant’s termination of employment (as provided in Section 4.02), provided such election modification is made by the Participant in writing at least 12 months prior to the pre-selected date.

4.02 Termination of Employment

Except as otherwise provided in Section 4.01 and 4.03 of this Article, Benefits shall be distributed upon termination of employment for any reason (including retirement, disability, death, or reduction-in-force). However, in the case of a termination of employment because of a disposition of substantially all of the assets of a line of business or a disposition of the Employer’s interest in a subsidiary, if the Employer and the acquiring company so agree, a Participant that would continue in a similar position with the acquiring company will be given the opportunity to elect sufficiently in advance of such disposition, to have his Benefits transferred to a nonqualified deferred compensation plan maintained by the acquiring company. If the Participant makes the election described in the preceding sentence, and the Participant’s Benefits are so transferred, the Participant’s rights under this Plan shall cease. If the Participant does not make such an election, the Participant’s Benefits shall be paid as they otherwise would in the case of a termination of employment.

4.03 Date Pre-Selected by the Participant

A Participant may elect to have payment of a Deferred Compensation Amount or a Deferred Incentive Award Amount for a particular Plan Year (except that in the case of a Deferred Incentive Award Amount deferred prior to June 1, 2001, all such amounts must be subject to the same election) commence prior to termination of employment, provided that the commencement date is at least two full calendar years after the end of the calendar year in which the Deferred Incentive Award Amount

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or Deferred Compensation Amount otherwise would have been paid to the Participant absent the deferral under this Plan. For example, payment of a Deferred Incentive Award Amount or a Deferred Compensation Amount that otherwise would have been paid to the Participant in 2002 may be deferred to a date no earlier than January 1, 2005.

4.04 Hardship

Payment of part or all of the Benefits under this Plan may be accelerated in the case of severe hardship, which shall mean an emergency or unexpected situation in the Participant’s financial affairs, including, but not limited to, illness or accident involving the Participant or any of the Participant’s dependents (within the meaning of Section 152(a) of the Internal Revenue Code). All payments in case of hardship must be approved by the Committee and will be limited to the amount necessary to meet the severe hardship.

4.05 Form of Payment

Benefits shall be distributed to a Participant in either a lump sum, or in annual installment payments of at least two (2) years, but not more than ten (10) years, in accordance with the election made by the Participant pursuant to Section 2.02; provided, however, that the Participant’s election under Section 2.02 as to the form of payment of Benefits subsequently may be modified to provide for another permissible form of payment, so long as such election modification is made by the Participant in writing at least 90 days prior to the date the payment of Benefits commences under Section 4.01.

Notwithstanding the preceding paragraph, a Participant’s Annual Profit Sharing Restoration Amount, Annual Savings Restoration Amount, and Annual Matching Restoration Amount may not be paid in installments unless the Participant is eligible to retire under Section 9.01 of the RASP.

If installment payments are elected, the first installment shall be made as soon as is administratively feasible after the event giving rise to the distribution and all subsequent installments shall be paid at the beginning of each subsequent calendar year as soon as is administratively feasible. Annual installment payments shall be equal to the then remaining Account balance, divided by the number of years remaining in the installment period. To the extent Benefits are not paid in installments, the Account balance will be paid in a lump sum in the month following the event giving rise to the distribution, or as soon as is administratively feasible. Notwithstanding the foregoing, the Committee, in its sole discretion, may accelerate any installment payment election upon the Participant’s termination of employment.

4.06 Beneficiary Entitlement

In the event a Participant entitled to installment payments dies before receiving all Benefits under the Plan, the unpaid balance will be paid in a lump sum to such Participant’s Beneficiary as soon as is administratively feasible following the Participant’s death.

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ARTICLE V

ADMINISTRATION; AMENDMENTS AND TERMINATION; RIGHTS AGAINST THE COMPANY

5.01 Administration

The Committee shall administer this Plan. With respect to the Plan, the Committee shall have, and shall exercise and perform, all the powers, rights, authorities and duties set forth in the RASP with the same effect as if set forth in full herein with respect to this Plan. Except as expressly set forth herein, any determination or decision by the Committee shall be conclusive and binding on all persons who at any time have or claim to have any interest whatsoever under this Plan.

5.02 Amendment and Termination Prior to a Change in Control

The Employer, solely, and without the approval of the Committee or any Participant or Beneficiary, shall have the right to amend this Plan at any time and from time-to-time. Any such amendment shall become effective upon the date stated therein. Notwithstanding the foregoing, no amendment shall adversely affect the rights of any Participant or Beneficiary who was previously receiving Benefits under this Plan to continue to receive such Benefits or of all other Participants and Beneficiaries to receive the Benefits promised under the Plan immediately prior to the later of the effective date or the date of adoption of the amendment.

The Employer has established this Plan with the bona fide intention and expectation that from year-to-year it will deem it advisable to continue it in effect. However, circumstances not now foreseen or circumstances beyond the Employer’s control may make it impossible or inadvisable to continue the Plan. Therefore, the Employer, in its sole discretion, reserves the right to terminate the Plan in its entirety at any time; provided, however, that in such event any Participant or Beneficiary who was receiving benefits under this Plan as of the termination date, shall continue to receive such Benefits, and all other Participants and Beneficiaries shall remain entitled to receive the Benefits promised under the Plan immediately prior to the termination of the Plan.

5.03 Rights Against the Employer

The establishment of this Plan shall not be construed as giving to any Participant, Beneficiary, Employee or any person whomsoever, any legal, equitable or other rights against the Employer, or its officers, directors, agents or shareholders, except as specifically provided for herein, or its giving to any Participant any equity or other interest in the assets, business or shares of the Employer or giving any Employee the right to be retained in the employment of the Employer. All terms relating to Incentive Awards that do not involve the deferral of receipt of such awards shall be governed by the KEIP or EOIP, as the case may be. All Employees and Participants shall be

11

subject to discharge to the same extent that they would have been if this Plan had never been adopted. Subject to the rights of the Employer to terminate this Plan or any benefit hereunder, the rights of a Participant hereunder shall be solely those of an unsecured creditor of the Employer.

ARTICLE VI

GENERAL AND MISCELLANEOUS

6.01 Spendthrift Clause

No right, title or interest of any kind in the Plan shall be transferable or assignable by any Participant or Beneficiary or any other person or be subject to alienation, anticipation, encumbrance, garnishment, attachment, execution or levy of any kind, whether voluntary or involuntary. Any attempt to alienate, sell, transfer, assign, pledge, garnish, attach or otherwise encumber or dispose of any interest in the Plan shall be void.

6.02 Severability

In the event that any provision of this Plan shall be declared illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions of this Plan but shall be fully severable, and this Plan shall be construed and enforced as if said illegal or invalid provision had never been inserted herein.

6.03 Construction of Plan

The article and section headings and numbers are included only for convenience of reference and are not to be taken as limiting or extending the meaning of any of the terms and provisions of this Plan. Whenever appropriate, words used in the singular shall include the plural or the plural may be read as the singular.

6.04 Gender

The personal pronoun of the masculine gender shall be understood to apply to women as well as men except where specific reference is made to one or the other.

6.05 Governing Law

THE VALIDITY AND EFFECT OF THIS PLAN AND THE RIGHTS AND OBLIGATIONS OF ALL PERSONS AFFECTED HEREBY SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES AND THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ITS OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS.

6.06 Unfunded Top Hat Plan

It is the Employer’s intention that this Plan be a Top Hat Plan, defined as an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or

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highly compensated employees, as provided in Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended from time-to-time. The Employer may establish and fund one or more trusts for the purpose of paying some or all of the benefits promised to Participants and Beneficiaries under the Plan; provided, however, that (i) any such trust(s) shall at all times be subject to the claims of the Employer’s general creditors in the event of the insolvency or bankruptcy of the Employer, and (ii) notwithstanding the creation or funding of any such trust(s), the Employer shall remain primarily liable for any obligation hereunder. Notwithstanding the establishment of any such trust(s), the Participants and Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of any such trust or of the Employer.

6.07 Divestment for Cause

Notwithstanding any other provisions of this Plan to the contrary, the right of any Participant, former Participant, or Beneficiary of either, to receive any Benefits, or to have paid to any other person any Benefits, or the right of any such other person to receive any Benefits under this Plan, shall be forfeited, if such Participant’s employment with the Employer is terminated because of, or the Participant is discovered to have engaged in, fraud, embezzlement, dishonesty against the Employer, obtaining funds or property under false pretenses, assisting a competitor without permission, or interfering with the relationship of the Employer or any subsidiary or affiliate thereof with a customer. A Participant’s or Beneficiary’s Benefits shall be forfeited for any of the above reasons regardless of whether such act is discovered prior to or subsequent to the Participant’s termination from the Employer or the payment of Benefits under the Plan. If payment has been made, such payment shall be restored to the Employer by the Participant or Beneficiary.

ERISA RIGHTS

This Plan is intended to provide benefits for a select group of highly compensation employees within the meaning of the Employee Retirement Income Security Act of 1974 (ERISA). However, it is not subject to most of the requirements or protection of ERISA nor is the Plan eligible for insurance under Title IV of ERISA. Furthermore, the Plan is considered to be an unfunded, non-qualified plan for purposes of complying with the Internal Revenue Code.

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PLAN NAME:

NATIONAL SEMICONDUCTOR CORPORATION DEFERRED COMPENSATION PLAN

PLAN SPONSOR: EMPLOYER I.D. NUMBER (EIN):

National Semiconductor Corporation EIN: 95-2095071

2900 Semiconductor Drive
P.O.Box 58090
Santa Clara, CA 95052-8090
(408) 721-6431

PLAN NUMBER: 006

PLAN YEAR:

The Plan Year is the fiscal year. Plan records are maintained on the basis of this Plan Year.

PLAN ADMINISTRATOR:

Retirement and Savings Program Administrative Committee
C/o Corporate Benefits National Semiconductor Corporation
2900 Semiconductor Drive
P. O. Box 58090, M/S C1-195
Santa Clara, CA 95052-8090
(408) 721-6431

TYPE OF PLAN:

The Plan is a non-qualified deferred compensation plan for selected key employees of National Semiconductor Corporation.

Agent for Service of Legal Process:

Legal process should be served on the Employer’s Corporate Secretary or the Plan Administrator in care of the Retirement Plans Administration Office at the Employer’s address.

FUNDING MEDIUM:

The Plan is unfunded and Benefits are paid from the Plan sponsor’s general assets.

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Board of Directors

National Semiconductor Corporation:

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the National Semiconductor Corporation Deferred Compensation Plan of our report dated June 9, 2004 (except as to Note 17, which is as of July 7, 2004) with respect to the consolidated balance sheets of National Semiconductor Corporation and subsidiaries as of May 30, 2004 and May 25, 2003, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended May 30, 2004, and the related financial statement schedule, which report appears in the 2004 Annual Report on Form 10-K of National Semiconductor Corporation.

Our report refers to the cumulative effect of a change in accounting principle and the Company’s adoption of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations.

/s/ KPMG LLP

Mountain View, California

October 26, 2004

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned persons hereby constitutes and appoints Brian L. Halla, Lewis Chew, and John M. Clark III, and each of them singly, his true and lawful attorney-in-fact and in his name, place, and stead, and in any and all of his offices and capacities with National Semiconductor Corporation, to sign the Registration Statement with which this Power of Attorney is filed, and any and all amendments to said Registration Statement, and generally to do and perform all things and acts necessary or advisable in connection therewith, and each of the undersigned hereby ratifies and confirms all that each of said attorneys-in-fact may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has hereunto executed this Power of Attorney as of the date set forth opposite his signature.

SIGNATURE	DATE
//S//BRIAN L. HALLA	September 30, 2004
Brian L. Halla
//S//STEVEN R. APPLETON	September 30, 2004
Steven R. Appleton
//S//GARY P. ARNOLD	September 30, 2004
Gary P. Arnold
//S//RICHARD J. DANZIG	September 30, 2004
Richard J. Danzig
//S//ROBERT J. FRANKENBERG	September 30, 2004
Robert J. Frankenberg
//S//E. FLOYD KVAMME	September 30, 2004
E. Floyd Kvamme
//S//MODESTO A. MAIDIQUE	September 30, 2004
Modesto A. Maidique
//S//EDWARD R. McCRACKEN	September 30, 2004
Edward R. McCracken
//S//LEWIS CHEW	September 24, 2004
Lewis Chew
//S//ROBERT E. DeBARR	September 25, 2004
Robert E. DeBarr