Exhibit 10(b)(i)

TI SUPPLEMENTAL PENSION PLAN

Texas Instruments Incorporated, a Delaware corporation with its principal

offices in Dallas, Texas, (hereafter "TI" or "the Company") does hereby amend,

restate, and continue the TI Supplemental Pension and Profit Sharing Benefit

Plan and the TI Supplemental Pension and Profit Sharing Benefit Plan II in

part as the TI Supplemental Pension Plan (hereinafter referred to as the

"Plan").

TI adopted the TI Supplemental Pension and Profit Sharing Benefit Plan

effective as of September 8, 1978, and the TI Supplemental Pension and Profit

Sharing Benefit Plan II as of January 1, 1993. Both such plans were amended

from time to time. These two supplemental plans supplemented pension benefits

provided under the TI Employees Pension Plan and defined contribution plan

benefits provided under the TI Employees Universal Profit Sharing Plan. The

provisions of such supplemental plans relevant to, and supplementing pension

benefits under, the TI Employees Pension Plan are hereby amended, restated and

merged into this Plan, effective January 1, 1998. The supplemental pension

plan obligations accrued under the two prior such supplemental plans will be

provided under this Plan on and after January 1, 1998.

The provisions of the two supplemental plans relevant to, and

supplementing benefits under, the TI Employees Universal Profit Sharing Plan,

and effective January 1, 1998, the TI Employees Retirement and Profit Sharing

Plan, were amended, restated and merged into the TI Deferred Compensation Plan

(the "Deferred Compensation Plan").

Following January 1, 1998, the TI Supplemental Pension and Profit Sharing

Benefit Plan and the TI Supplemental Pension and Profit Sharing Plan II, as

amended from time to time, shall not apply to any Employee of any Employer who

has not commenced receipt of benefits under such supplemental plans prior to

January 1, 1998. The benefits of Employees or Beneficiaries in pay status

prior to January 1, 1998, under such supplemental plans shall continue to be

determined under the provisions of the prior supplemental plans, as

applicable, and not under this Plan.

This Plan as so amended and restated shall be effective as of January 1,

1998.

The purpose of the Plan is to restore certain benefits which cannot be

provided under the TI Employees Pension Plan as a result of deferral of

compensation under the Deferred Compensation Plan or by reason of the

application of section 401(a)(17) and/or section 415 of the Internal Revenue

Code of 1986, as amended (the "Code"), to a select group of management and

highly compensated employees, as described in section 201(2) of the Employee

Retirement Income Security Act of 1974 (hereinafter referred to as "ERISA").

With respect to benefits or contributions lost under the TI Employees Pension

Plan by reason of the operation of section 415 of the Code, this Plan is

intended to constitute an "excess benefit plan", as defined in Section 3 of

ERISA, that is exempt from the provisions of ERISA by reason of

section 4(b)(5) of ERISA.

Article I

Definitions and Construction

Whenever used in this Plan, the following words and phrases shall have

the meanings set forth below, unless a different meaning is plainly required

by the context. Unless otherwise indicated by the context, any masculine

terminology when used in the Plan shall also include the feminine gender, and

the definition of any term in the singular shall also include the plural.

Sec. 1-1. Administrator. "Administrator" means the person or persons

from time to time acting under the provisions of Article V hereof.

Sec. 1-2. Beneficiary. "Beneficiary" means the person or persons named

by a Participant who is not married as his or her Beneficiary, co-Beneficiary,

or contingent Beneficiary under the TI Employees Pension Plan. "Beneficiary"

means, in the case of a married Participant, the spouse of the Participant to

whom the Participant was married at the time of his or her death unless the

Participant has designated another joint annuitant, contingent annuitant,

Beneficiary, co-Beneficiary, or contingent Beneficiary under the TI Employees

Pension Plan, in which case such persons or person shall be the

Beneficiary(ies) under this Plan.

A person who is an alternate payee under a qualified domestic relations

order may be considered a Beneficiary for purposes of this Plan.

Sec. 1-3. Board of Directors. "Board of Directors" means the Board of

Directors of TI or of any Subsidiary which has adopted this Plan.

Sec. 1-4. Code. "Code" means the Internal Revenue Code of 1986, as

amended from time to time.

Sec. 1-5. Compensation Committee. "Compensation Committee" means the

Compensation Committee of the Board of Directors of TI.

Sec. 1-6. Deferred Compensation Plan. "Deferred Compensation Plan"

means the TI Deferred Compensation Plan.

Sec. 1-7. Employee. "Employee" means any employee of TI or its

Subsidiaries, whether full or part-time.

Sec. 1-8. Employer. "Employer" means Texas Instruments Incorporated

and any other corporation which may become a party to this Plan; provided that

TI shall have sole power to amend or terminate this Plan.

Sec. 1-9. ERISA. "ERISA" means the Employee Retirement Income Security

Act of 1974, as amended from time to time.

Sec. 1-10. Participant. "Participant" means both a Participant who is

accruing or has accrued a benefit pursuant to designation under Article III.

Sec. 1-11. Plan Year. "Plan Year" means a calendar year.

Sec. 1-12. Subsidiary. "Subsidiary" means any entity whose assets and

net income are included in the consolidated financial statements of TI and its

subsidiaries audited by TI's independent auditors and reported to shareholders

in the published annual report to shareholders.

Sec. 1-13. Termination of Employment. "Termination of Employment" means

the complete cessation of the employer-employee relationship between TI or any

Subsidiary and a Participant, including a leave of absence from which the

Administrator, in its sole discretion, determines that the Participant is not

expected to return.

Sec. 1-14. Construction. This Plan is not intended to constitute a

"qualified plan" subject to the limitations of section 401(a) of the Code, nor

shall it constitute a "funded plan", for purposes of such requirements. It is

intended that this Plan shall be exempt from the participation and vesting

requirements of Part 2 of Title I of ERISA, the funding requirements of Part 3

of Title I of ERISA and the fiduciary requirements of Part 4 of Title I of

ERISA by reason of the exclusions afforded plans which are unfunded and

maintained by an employer primarily for the purpose of providing deferred

compensation for a select group of management or highly compensated employees.

If any provision of this Plan is determined to be for any reason invalid or

unforceable, the remaining provisions of this plan shall continue in full

force and effect. This Plan shall be governing construed in accordance with

the laws of the State of Texas, except to the extent otherwise required by

reference only and are not to be considered in the construction of this Plan.

This Plan is functionally and operationally related to the TI Employees Pension

Plan, and is to be interpreted in a manner consistent with the TI Employees

Pension Plan to provide the benefits contemplated hereunder in a comprehensive

manner.

Article II

Eligibility and Participation

Sec. 2-1. Eligibility and Participation. Any Employee shall be eligible

for participation in this Plan, and shall automatically become a Participant

in the event, that, pursuant to the terms of Article III, any amount would be

payable to the Participant under this Plan. In the event that a Participant

shall have a Termination of Employment prior to becoming vested in any benefit

under the TI Employees Pension Plan, the Participant shall forfeit any benefits

accrued under this Plan. Conversely, in the event the Participant shall

separate from employment with a vested interest in benefits under the TI

Employees Pension Plan, the Participant shall have a vested interest in the

corresponding benefits under this Plan. Until a vested Participant has

received payment of all benefits credited to or accrued by the Participant

hereunder, the participation of the Participant in this Plan shall continue.

Article III

Supplemental Benefits

Sec. 3-1. Supplemental Benefits. The benefit payable under this Plan to

a Participant shall be the difference between the benefit actually payable

under the TI Employees Pension Plan at the time of computation (and in the

form of benefit for which the computation is made) and the benefit that would

be payable under the TI Employees Pension Plan if:

(a) the TI Employees Pension Plan contained no limit on the Compensation

that may be considered under section 401(a)(17) of the Code (for

purposes of the calculation and accrual of benefits under the TI

Employees Pension Plan);

(b) "Compensation" for each plan year under the TI Employees Pension

Plan included amounts electively deferred, if any, by a Participant

under the Deferred Compensation Plan from earnings that would have

constituted Compensation for such plan year under the TI Employees

Pension Plan, had such amounts not be electively deferred and/or, if

applicable, had section 401(a)(17) of the Code not precluded the

consideration of such earnings as Compensation (in the absence of

such deferral); for such purpose, no amounts of "Incentive

Compensation", as such term is defined in the TI Deferred

Compensation Plan, shall be considered as Compensation for purposes

of calculating this benefit (whether or not such Incentive

Compensation is deferred under the Deferred Compensation Plan; and.

(c) the TI Employees Pension Plan contained no limit pursuant to section

415 of the Code upon the maximum amount of pension that be paid by

the TI Employees Pension Plan (such as the limits in effect on

January 1, 1998, under Section 5.12 of the TI Employees Pension

Plan).

Sec. 3-2. Payment of Supplemental Benefit. Subject to Section 3-3, 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 the benefits under the TI Employees Pension

Plan are payable in the form of a direct rollover, 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.

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. No loans may be made to any

Participant with respect to benefits accrued under this 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, payment of corresponding benefits under this Plan will be similarly

suspended. 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.

Sec. 3-4. Taxes. TI makes no guarantees and assumes no obligation or

responsibility with respect to a Participant's Federal, state, or local

income, estate, inheritance or gift tax obligations, if any, under this Plan.

Any taxes required to be withheld from payment to payees hereunder shall be

deducted and withheld by the Company, benefit provider or funding agent.

Sec. 3-5. Assignment. Except as provided in Section 3-6 below, 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. No amounts payable hereunder shall be subject to

assignment or transfer or otherwise be alienable, either by voluntary or

involuntary act, or by operation of law, or subject to attachment, execution,

garnishment, sequestration or other seizure under any legal, equitable or

other process, or be liable in any way for the debts or defaults of

Participants and their Beneficiaries.

Sec. 3-6. Spousal Claims. Any claim against any benefits hereunder for

child support, spousal maintenance or alimony shall be treated in the same

manner as would a claim for corresponding benefits under the TI Employees

Pension Plan and shall be subject to all claims provisions and restrictions of

the TI Employees Pension Plan. The Administrator may delegate the

administration of spousal claims to the Administration Committee under the TI

Employees Pension Plan.

Sec. 3-7. Payment in the Event of Legal Disability. If a Participant or

Beneficiary entitled to distribution from the Plan is under a legal

disability, or in the sole judgment of the Administrator is unable to apply

such distribution to his or her own interest and advantage, the Administrator

may direct the Plan to make such payment, to be expended for his or her

benefit in any one or more of the following ways:

(a) directly to such person;

(b) such person's legal guardian or conservator; or

(c) to such person's spouse or to any person charged with his or her

support.

The decision of the Administrator shall in each case be final and binding

upon all persons in interest. Any such payment shall completely discharge the

obligation of the Administrator, TI and the Plan with respect to such payment.

Article IV

Funding

Sec. 4-1. Funding. Benefits under this Plan shall be funded solely by

the Employers. Benefits payable under this Plan shall be paid from the general

assets of the Employers and this Plan shall constitute the Employers' unfunded

and unsecured promise to pay such benefits. Notwithstanding the foregoing, TI

may create reserves, funds, and provide for amounts to be held in trust on

behalf of the Employers under such trust agreements or custodial arrangements

as the Compensation Committee in its absolute and sole discretion deems

appropriate.

Sec. 4-2. Creditor Status. A Participant and his or her Beneficiary or

Beneficiaries shall be general creditors of TI with respect to the payment of

any benefit under this Plan.

Article V

Administration of the Plan

Sec. 5-1. Administration. The Administrator shall be charged with the

administration of the Plan and shall have the power and authority as may be

necessary and appropriate for such purposes, including (but not by way of

limitation), the defense of lawsuits and conduct of litigation in the name of

the Plan (subject to the approval of the General Counsel of TI), the full

power and discretion to interpret and construe this Plan where it concerns

question of eligibility or status, and subject to the opportunity for review

of denied claims pursuant to Section 5-5 below, the rights of Participants and

others hereunder, and in general decide any dispute arising under this Plan.

In all such cases the determination of the Administrator shall be final,

conclusive and binding with respect to Participants and Beneficiaries.

Sec. 5-2. Number and Selection. The Plan shall be administered by an

Administrator or Administrators appointed by the Compensation Committee. Each

Administrator shall serve without compensation for services in connection

with the administration of this Plan and TI shall pay the expenses of

administering the Plan.

Sec. 5-3. Action by Administrator.

(a) If the Administrator is one person, that person shall determine all

actions delegated to the Administrator, except as otherwise provided below.

(b) If more than one person is appointed Administrator, all actions of

the Administrator shall be by a majority of the persons so appointed, except

as otherwise provided below. Such actions may be taken at a meeting of the

Administrator or without a meeting by a resolution or memorandum signed by all

the persons then appointed Administrator. No Administrator shall be entitled

to vote or decide upon any matter pertaining to himself or herself

individually but such matter shall be determined by the remaining

Administrator or by a majority of the remaining Administrators, if any, or if

the Administrator is one person, by the Compensation Committee.

The Administrator may appoint agents, retain legal counsel and other

services, and perform such acts as may be necessary for the proper

administration of the Plan.

Sec. 5-4. Recordkeeping. The Administrator shall maintain records and

data as may be necessary and appropriate for the proper administration of the

Plan and shall determine the amounts distributable to Participants and

Beneficiaries.

Sec. 5-5. Rules and Regulations. The Administrator may adopt and

promulgate such rules and regulations as it may deem appropriate for the

administration of the Plan. The Administrator shall adopt and promulgate

written rules governing claims procedures reasonably calculated to:

(i) provide adequate written notice to any Participant or other person whose

claim under the Plan has been denied, setting forth the specific reasons for

such denial; and

(ii) afford a reasonable opportunity to such Participant or other person for

a full and fair review by the Plan Administrator of the decision denying the

claim.

The determination of the Administrator upon such review shall be final and

conclusive.

Sec. 5-6. Reliance on Documents. The Administrator shall be entitled to

rely upon, and shall have no liability in relying upon, any representation

made to it by TI or any officer of TI, or upon any paper or document believed

by it to be genuine and to have been signed or sent by the proper person.

Sec. 5-7. Non-Liability. No member of the Board of Directors, nor

Administrator, nor any officer or employee of TI shall be liable for any act

done or omitted by him or her with respect to the Plan except for his or her

own willful misconduct.

Sec. 5-8. Resignation or Removal. Any Administrator may resign by

giving written notice to the Compensation Committee and may be removed by the

Compensation Committee by giving written notice to the Administrator. Upon the

death, resignation, removal or inability of any Administrator to act as such,

the Compensation Committee may appoint a successor.

Sec. 5.9. Information: Overpayment or Underpayment of Benefits. In

implementing the terms of this Plan the Administrator may, without the consent

of notice to any person, release to or obtain from any entity or other

organization or person information, with respect to any persons, which the

Administrator deems to be necessary for such purpose. Any Participant or

Beneficiary claiming benefits under this Plan shall furnish to the

Administrator such information as may be necessary to determine eligibility

for and amount of benefit, as a condition of claim to and receipt of such

benefit. The Administrator may adopt, in its sole discretion, whatever rules,

procedures and accounting practices it determines to be appropriate in

providing for the collection of any overpayment of benefits. If a Participant

or Beneficiary receives an underpayment of benefits, the Administrator shall

direct that immediate payment be made to make up for the underpayment. If an

overpayment is made to a Participant or Beneficiary for whatever reason, the

Administrator in its sole discretion, may withhold payment of any further

benefits under the Plan until the overpayment has been collected or may

require repayment of benefits paid under this Plan without regard to further

benefits to which the Participant or Beneficiary may be entitled.

Article VI

General Provisions

Sec. 6-1. Amendment, Termination. The Compensation Committee of the

Board of Directors of TI may change, amend, modify, alter, or terminate the

Plan at any time and in any manner, prospectively or retroactively, except

that no such amendment, modification, alteration or termination shall be

exercised retroactively to reduce or eliminate the benefit accrued by a

Participant to the date of amendment, modification or termination. The

Company intends to continue this Plan indefinitely, but nevertheless assumes

no contractual obligation beyond the promise to pay the benefits described in

this Plan.

Sec. 6-2. Plan Not an Employment Contract. The Plan is not an

employment contract. It does not give to any person the right to be continued

in employment, and all Participants remain subject to change of compensation,

transfer, change of job, discipline, layoff, discharge or any other change of

employment status. Nothing contained in this Plan shall prevent a Participant

or Beneficiary from receiving, in addition to any payments provided for under

this Plan, any payments provided for any other Plan or benefit program of the

Employers, or which would otherwise be payable or distributable to him or her

or his or her surviving spouse or Beneficiary. Nothing in this Plan shall be

construed as preventing TI or any of its subsidiaries from establishing any

other or different Plans providing for current or deferred supplemental

compensation for employees.

Sec. 6-3. Rights of Persons Making Claims. No Employee, or Participant,

or any person or entity claiming through an Employee or Participant, shall

have any rights whatsoever other than the rights and benefits specifically

granted under this Plan.

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