To be considered “independent,” a director must be determined to have no material relationship with the Company other than as a director. In accordance with New York Stock Exchange listing standards, the Board has adopted the following standards for determining director independence.

1. In no event will a director be considered “independent” if:
   
   1.   He or she is a current partner of or is employed by the Company’s
         independent auditors; or
   
   2.   An immediate family member of the director is (a) a current partner
         of the Company’sindependent auditors or (b) currently employed by the
         Company’s independent auditors and participates in the auditors’ audit,
         assurance or tax compliance (but not tax planning) practice.
   
   
2. In no event will a director be considered “independent” if, within the preceding three years:
   
   1.   He or she was employed by the Company (except in the capacity of interim
         Chairman of the Board, Chief Executive Officer or other executive officer)
         or any of its subsidiaries;
   
   2.   He or she received more than $100,000 during any twelve-month period in
         direct compensation from the Company (other than (a) director and
         committee fees and pension or other forms of deferred compensation
         and (b) compensation received for former service as an interim
         Chairman of the Board, Chief Executive Officer or other executive officer);
   
   3.   An immediate family member of the director was employed as an executive
         officer by the Company or any of its subsidiaries;
   
   4.   An immediate family member of the director received more than $100,000
         during any twelve-month period in direct compensation from the Company
         (excluding compensation as a non-executive officer employee of the
         Company);
   
   5.   He or she was (but is no longer) a partner or employee of the Company’s
         independent auditors and personally worked on the Company’s audit within
         that time;
   
   6.   An immediate family member of the director was (but is no longer) a partner
         or employee of the Company’s independent auditors and personally worked
         on the Company’s audit within that time;
   
   7.   He or she was an executive officer of another company, at which any of TI’s
         current executive officers at the same time served on that company’s
         compensation committee;
   
   8.   An immediate family member of the director was an executive officer of
         another company at which any of TI’s current executive officers at
         the same time served on that company’s compensation committee;
   
   9.   He or she was, and remains at the time of the determination, an
         executive officer or employee of a company that made payments to,
         or received payments from, TI for property or services in an
         amount which, in any single fiscal year, exceeded the greater of
         $1 million or 2% of the other company’s consolidated gross
         revenues for its last completed fiscal year (for purposes of this
         standard, charitable contributions are not considered “payments”); or
   
   10.  An immediate family member of the director was, and remains at
         the time of the determination, an executive officer of a company
         that made payments to, or received payments from, TI for property
         or services in an amount which, in any single fiscal year, exceeded
         the greater of $1 million or 2% of the other company’s consolidated
         gross revenues for its last completed fiscal year (for purposes of
         this standard, charitable contributions are not considered “payments”).
   
   
3. Audit Committee members may not accept any consulting, advisory or other compensatory fee from TI, other than in their capacity as members of the Board or any Board Committee. Compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with TI (provided that such compensation is not contingent in any way on continued service).
   
   
4. The following relationships will not be considered material relationships with the Company for the purpose of determining director independence:
   
   1.   A director is an employee, director or trustee of a charitable organization
         and TI or the TI Foundation makes discretionary contributions to that
         organization that are less than the greater of $50,000 or 2% of the
         organization’s latest publicly available consolidated gross revenue.
   
   2.   A director is an employee, director or trustee of another entity that is
         indebted to TI or to which TI is indebted, and the total amount of
         either company’s indebtedness to the other is less than 2% of the
         total consolidated assets of the entity he or she serves as an executive
         officer, director or trustee.
   
   For any other relationship, the determination of whether the relationship is material and consequently whether the director involved is independent, will be made by directors who satisfy the independence criteria set forth in this section.