The TI Board of Directors will provide the opportunity for each Board member to be sufficiently informed about TI plans, operations and performance as to satisfy his or her duty of care.

Activities in which Board members are expected to participate include the following:

1. Board of Directors Meetings and Agenda Preparation
   Regular and special meetings of the Board of Directors will be scheduled and held in accordance with the By-Laws. Attendance at Board meetings is expected of all Board members. The non-management directors of the Board will meet at each regularly scheduled meeting of the Board in executive session, and at such other times as the Governance and Stockholder Relations Committee recommends from time to time. The chair of the appropriate Board Committee will act as chair at executive sessions at which the principal item to be considered is within the scope of authority of his or her committee or, if there is no single principal item, the chair of the Governance and Stockholder Relations Committee. This practice, by providing opportunities for leadership to more than one independent director, more fully engages the Board members. The Board prefers this approach to the selection of one “lead director.”
   
   Materials will be provided to Board members as necessary before meetings to enable members to prepare for discussion at the meetings. Board members are expected to review the materials in advance of Board meetings.
   
   It will be the responsibility of the Secretary of the Company to prepare agenda for Board meetings. This will be done in cooperation with the Chairman and others having items that should be considered for presentation to or approval by the Board. At least annually, the Secretary will distribute a calendar of Board meetings for the coming year that includes anticipated agenda items for each of those meetings and ask for comments from Board members as to whether any items should be added. Additionally, it is anticipated that the non-management directors, at their executive sessions, will consider whether to add items to the agenda for a future Board meeting, and will advise the Secretary or the Chairman accordingly. The Chairman, or the individual acting for him or her in his or her absence, will finalize the agenda for any Board meeting.
   
   Each year TI typically holds a strategic planning conference. Attendance at this conference is encouraged of all Board members.
   
   Board members will have full and free access to TI employees. The Board and each of its Committees may retain or consult independent legal, financial or other advisors as they deem necessary and appropriate.
2. Orientation and Continuing Education
   New Board members will receive orientation materials and briefings that will familiarize new Board members with the Company’s strategic plans, operations, ethical standards and procedures, and significant management and financial issues.
   
   The Company will advise Board members of opportunities for continuing education about matters of relevance to their service on the Board, which may from time to time include training conducted in-house.
3. Board Committees
   a.   The Board has established the following Committees:
         Audit
         Governance and Stockholder Relations
         Compensation
   
         The Board may also establish such special committees as it may from time to
         time deem necessary or appropriate.
   
   b.   Responsibilities of each Board Committee:
         It is the responsibility of each Board Committee through its chair (i) to
         maintain a statement of responsibilities for that Committee with assistance as
         to format from the Secretary of the Company, and (ii) to present such a
         statement or any revisions thereto to the Governance and Stockholder
         Relations Committee, which will review and recommend it to the Board for
         approval.
   
         Each statement of responsibilities will include:
         1)  A general description of the Committee’s purpose.
         2)  A listing of duties and responsibilities of the Committee in its area
              of emphasis.
         3)  The number of Committee members needed to be present to constitute
              a quorum for the transaction of business.
   
   c.   Functioning of Committees
         Functioning of Committees will be facilitated by adherence to the following:
         1)  Committee members are expected to attend meetings of their assigned
              Committees.
         2)  Any Board member may query chairs of Committees to which such
              member is not assigned whenever such member has an observation
              or concern.
         3)  By invitation of the Committee chairs, a Board member may attend
              meetings of Committees to which such member is not assigned. Each
              Committee chair is encouraged to invite Board members who are not
              Committee members when overlapping interests exist.
         4)  The Secretary of the Company, with concurrence of Committee chairs,
              will recommend to the Board a secretary for each Board Committee.
              Each secretary will prepare minutes of every Committee meeting for
              (i) subsequent review and approval by Committee members,
              (ii) signature of the Committee’s chair and its secretary, and
              (iii) filing with the Secretary of the Company. All approved minutes
              of Committee meetings will be available from the Secretary of the
              Company when requested by any TI Board member.
         5)  Each assigned Committee member has the responsibility of staying
              informed, even when unable to attend meetings.
   
   
4. Annual Performance Evaluation
   The Board will conduct a self-evaluation at least annually to determine whether it is functioning effectively. The Governance and Stockholder Relations Committee will conduct this evaluation and review the results with the Board. Each Committee of the Board will conduct a self-evaluation at least annually to determine whether it is functioning effectively.
5. Directors are encouraged to attend each annual meeting of stockholders. Such attendance allows for direct interaction between stockholders and members of the Board.