It is the policy of the Compensation Committee of the TI Board of Directors (the "Committee") to retain an independent executive compensation consultant to advise it in fulfilling its responsibilities (the "consultant"). As used below, the "Engagement" means the retention of the consultant to provide such services.

For purposes of the Engagement, the consultant will be responsible solely to the Committee, act pursuant to its directions and instructions, and be subject to retention and dismissal only by the Committee. The Committee will have sole authority to set the consultant's fees and other terms of the Engagement; provided, however, that the Committee Chair may approve increases in the budget for the Engagement, subject to informing the Committee of any such approval.

The Committee will meet with the consultant periodically without the presence of management and will require the consultant to offer advice directly to the Committee. As part of the Engagement, the consultant may assist management only if instructed to do so by the Committee.

It is essential that the consultant be independent of the Company and management. If it is proposed that the consultant (or any affiliate) perform services to the Company beyond the Engagement ("Other Services"), then the proposal must be submitted to the Committee or its Chair for approval before such services begin. Other Services will be approved only if the Committee or Chair, as applicable, is satisfied that the Other Services will not compromise the consultant's independence and that a reasonable alternative to engaging the consultant or affiliate for such services does not exist. The Chair will report to the Committee any approval that he or she gives for Other Services.

At least once annually, the Committee will confirm that in its judgment, the consultant is independent of the Company and its management. In this connection, the Committee will consider (i) the amount of fees paid to the consultant and any affiliated firm for all services rendered during the past three years, (ii) whether the consultant or any affiliate provided Other Services during the preceding year and, if so, the extent of such services, and (iii) any other factors that the Committee considers relevant to the independence of the consultant.