Purpose

Membership

Duties and responsibilities of the committee

1. The Committee will review the following and recommend action by the Board:
   1. Based on criteria established by the Board:
      1. Potential nominees (including those recommended by stockholders) for election as directors at the annual meeting of stockholders, and
      2. Persons to fill vacancies on the Board.
   2. Membership of Board Committees.
   3. Structure, size and composition of the Board and compensation of Board members.
   4. Organization and responsibilities of appropriate Board Committees.
   5. Development and revision of the Company's Corporate Governance Guidelines.
   6. Revisions in other Board statements of policy and adoption of new statements of policy.
   7. Any question concerning a potential conflict of interest involving a Board member that the Secretary of the Company raises pursuant to the Company's conflict of interest policy.
   8. Persons to be elected executive officers of the Company (within the meaning of Rule 3b-7 of the Securities Exchange Act of 1934, as amended from time to time).
   9. Responses to proposals submitted by stockholders.
      
      
2. The committee will:
   1. Annually review succession plans for top management positions within the Company, including the early identification and development of high-promise individuals, and report to the Board such observations as the Committee deems appropriate; or ensure that the Board will conduct such annual review.
   2. Elect officers of the Company, other than executive officers, annually and from time to time, and periodically advise the Board.
   3. Annually oversee a performance evaluation of the Board and conduct a performance evaluation of the Committee.
   4. Periodically review the following matters and report to the Board such observations and information thereon as the Committee deems appropriate:
      1. Matters bearing on the relationship between the Company and present or potential stockholders, including communications received from stockholders.
      2. The legislative priorities of the Company.
      3. Public issues identified by the Company as likely to generate expectations of the Company by stockholders, employees, customers, vendors, governments and the public, and the Company's position regarding those issues.
      4. The scope of activities of any Company political action committee, employee political donation program or any similar arrangement involving the Company or employees or directors acting on the Company's behalf.
      5. The publication "TI Values and Ethics Statement and Code of Business Conduct." The committee recognizes Audit Committee responsibility for compliance with the "conflict of interest policy" of the Company.
      6. The Company's contribution policy and adherence to that policy; the Company's support of socially beneficial efforts, including membership in business organizations and contributions to charity and education; and the contribution policy and activities of the TI Foundation.
         
         
3. The Committee will from time to time review the general responsibilities, functions and liabilities of the Board and its members, and report to the Board such observations and information thereon as the Committee deems appropriate.
   
   
4. The Committee may review and recommend to the Boards of directors of TI subsidiaries the election of officers and directors of those subsidiaries and periodically advise the Board.
   
   
5. The Committee will engage in any other activities that it deems to be necessary or appropriate in furtherance of its purpose, duties and responsibilities.