TI's board of directors has a long-standing interest in and commitment to good corporate governance. It first adopted written governance guidelines in 1973. The board's policies and practices have evolved over time, adapting to meet the needs of the company and its shareholders. The current version of the company's Corporate Governance Guidelines follows.

Preface
Texas Instruments (“TI” or “the Company”) is organized under the General Corporation Law of the State of Delaware. Section 141 of that law reads in part as follows:

“The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of the Board of Directors.”

TI will be managed under the direction of the Board rather than managed by the Board. Direction will include:

• Establishing these corporate governance guidelines and other broad policies for guidance of the organization, such as those contained in the publication “TI Values and Ethics Statement and Code of Business Conduct.”
• Implementing those policies by delegation of authority and assignment of responsibility to Board Committees, the Chief Executive Officer, and other officers and employees as appropriate.
• Monitoring and evaluating performance to assure that the stated policies are being followed.
• Monitoring and evaluating operating performance and functioning of the Board to assure progress toward achieving the Company’s strategic objectives and respect for the ethics of TI.

In furtherance of the broad policies for guidance of the organization referred to above, the Chief Executive Officer may, as he deems appropriate, approve standard procedures that provide instructions and interpretations for the guidance of employees.

Performance of Board Duties
To fulfill his or her responsibilities, each Board member is expected to be so acquainted with the business of TI and with the functioning of management as to satisfy such Board member’s duty of care. Such duty of care may be stated as follows:

A director shall perform his or her duties as director, including his or her duties as a member of any committee of the board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

Each director is also expected to satisfy his or her duty of loyalty to TI. Such duty of loyalty may be stated as follows:

A director shall exercise his or her own powers in the interests of the corporation and not in the director’s own interest or in the interest of another person or organization.

*These guidelines represent the current position of the Board on various corporate governance matters; the Board may, in its sole discretion, amend the guidelines from time to time if it deems it appropriate to do so in order to serve the best interests of the company and its stockholders.

Adopted: 11-30-79
Revised: 11-30-06