The Governance and Stockholder Relations Committee will from time to time review and recommend to the Board (a) potential nominees (including those recommended by stockholders) for election as directors at the annual meeting of stockholders and (b) persons to fill vacancies on the Board, taking into account the following criteria: demonstrated outstanding achievement in the prospective Board member’s personal career; breadth of experience; soundness of judgment; ability to make independent, analytical inquiries; ability to contribute to a diversity of viewpoints among Board members; and willingness and ability to devote the time required to perform adequately Board activities. In this regard, the Governance and Stockholder Relations Committee will consider the number of other boards of directors on which a prospective Board member serves.

Composition of the Board

1. The size of the Board will range generally from nine to twelve directors, but the Board may from time to time determine that circumstances warrant a higher or lower number.
2. A majority of the Board will be members who are “independent” as defined by the rules of the New York Stock Exchange and as further defined by the Board in the section hereof entitled Director Independence.
3. The Board from time to time will determine the leadership structure that serves it best. Such structure may involve the Chief Executive Officer’s simultaneously serving as Chairman, or may involve a separation of the roles of Chief Executive Officer and Chairman, depending on current and anticipated circumstances.
4. Each Board member will be selected to represent the total corporate interests of TI; he or she will not be selected to, nor will he or she be expected to, represent the interests of any particular group.
5. A Board member will not be eligible to stand for reelection to the Board after attaining the age of 70. The Board of Directors has considered implementation of term limits for service on the Board but believes that such limits can result in the loss of directors who have developed, over a period of time, an in-depth understanding of the Company and its strategic objectives, operations and challenges and, therefore, provide a valuable contribution to the Board as a whole.
6. Non-management directors are subject to the following stock ownership guidelines: each should hold stock with a value of at least three times the annual Board and Committee retainers combined. A newly elected director will have five years to reach the target ownership level. Directors who are also TI executives are subject to stock ownership guidelines for certain of TI’s executive officers. Those guidelines provide that each such director should hold the lesser of four times the director’s base salary or 125,000 shares.

Director Resignation Policy

1. Elections at Annual Meetings of Stockholders
   Promptly following the certification by the independent inspectors of election of the vote taken at an annual meeting of stockholders relating to an election of directors (other than elections in which the number of nominees exceeds the number of directors to be elected), any incumbent director nominee who fails to receive the majority vote required by the By-Laws for the election of directors will tender his or her resignation for consideration by the Board. The Governance and Stockholder Relations Committee, at the next regularly scheduled Board meeting following the receipt of the inspectors’ certification, will meet to consider the tendered resignation and recommend to the Board the action, if any, to be taken with respect to the resignation.
   
   The Board will act on the Governance and Stockholder Relations Committee's recommendation within 90 days of certification of the vote at the annual meeting. In considering whether the Board should accept or reject the resignation, the Committee and the Board will consider all factors they deem relevant, including, without limitation, the underlying reason for the vote result, if known, the director’s contributions to the company during his or her tenure, and the director’s qualifications. The Board may accept the resignation, refuse the resignation, or refuse the resignation subject to such conditions designed to cure the underlying cause as the Board may impose.
   
   Subject to the last sentence of this paragraph, any director nominee who fails to receive the required majority vote will not participate, as a member of either the Governance and Stockholder Relations Committee or of the Board, in any deliberations concerning his or her resignation or the resignation of any other director nominee who similarly failed to receive the required vote at the same annual meeting of stockholders. If with respect to the same annual meeting a majority of the members of the Governance and Stockholder Relations Committee fail to receive the required vote, then consideration by such Committee of any resignation tendered under this section of the guidelines will be bypassed and those directors whom the Board has determined are independent pursuant to these guidelines and who did receive the required vote at the same annual meeting will consider and act on the tendered resignations. Notwithstanding the foregoing, in the event that only three or fewer director nominees receive the required vote in connection with the same annual meeting of stockholders, then all the independent directors will participate in the consideration whether to accept or reject the tendered resignations, provided that a director will not participate in deliberations concerning his or her own resignation.
   
   For purposes of this section 1 of the director resignation policy, no director who is also a TI employee will participate in the deliberations of the Board.
   
   Within four business days of the decision regarding the tendered resignation, TI will file with the Securities and Exchange Commission a report on Form 8-K disclosing the decision, describing the deliberative process and, if applicable, the specific reasons for rejecting the tendered resignation.
2. Changes in Principle Occupation or Business Association
   When a Board member’s principal occupation or business association changes substantially during his or her tenure as a director, that director will tender his or her resignation for consideration by the Board. The Governance and Stockholder Relations Committee will recommend to the Board the action, if any, to be taken with respect to the resignation. The Board would not necessarily be expected to accept the resignation of a director who experiences such a change.

Determining Assignments and Compensation for Non-Management Board Members

1. At least once each year, the Chairman will query Board members concerning their availability and preferences with respect to service as a member or as a chair of Board Committees in the forthcoming year. It is expected that Committee and Committee chair assignments will be rotated from time to time, typically every three to four years.
2. The Chairman and the chair of the Governance and Stockholder Relations Committee will recommend Committee membership and chairs to the Governance and Stockholder Relations Committee for its recommendation to the Board for approval. This will usually occur at the first meeting after the Annual Meeting of Stockholders.