Dear Stockholder:

You are cordially invited to attend the 2009 annual meeting of stockholders on Thursday, April 16, 2009, at the cafeteria on our property at 12500 TI Boulevard, Dallas, Texas, at 10:00 a.m. (Dallas time). At the meeting we will:

• Elect directors for the next year.
• Consider and act upon a board proposal to ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2009.
• Consider and act upon a board proposal to approve a Texas Instruments 2009 Long-Term Incentive Plan.
• Consider and act upon a board proposal to approve a Texas Instruments 2009 Director Compensation Plan.
• Consider and act upon such other matters, including a stockholder proposal, as may properly come before the meeting.

Stockholders of record at the close of business on February 17, 2009, are entitled to vote at the annual meeting.

We urge you to vote your shares as promptly as possible by: (1) accessing the Internet web site, (2) calling the toll-free number or (3) signing, dating and mailing the enclosed proxy.

		Sincerely,
		Joseph F. Hubach Senior Vice President, Secretary and General Counsel

Dallas, Texas
March 5, 2009

TEXAS INSTRUMENTS 2009 PROXY STATEMENT [ 51 ]

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