Texas Instruments

Proposal to ratify appointment of independent registered public accounting firm
The Audit Committee of the board has appointed Ernst & Young LLP to be TI’s independent registered public accounting firm for 2009.
     The board asks the stockholders to ratify the appointment of Ernst & Young. If the stockholders do not ratify the appointment, the Audit Committee will consider whether it should appoint another independent registered public accounting firm.
     Representatives of Ernst & Young are expected to be present, and to be available to respond to appropriate questions, at the annual meeting. They have the opportunity to make a statement if they desire to do so; they have indicated that, as of this date, they do not.
     The company has paid fees to Ernst & Young for the services described below:

Audit fees. Ernst & Young’s Audit Fees were $7,277,000 in 2008 and $6,785,000 in 2007. The services provided in exchange for these fees were our annual audit, including the audit of internal control over financial reporting, reports on Form 10-Q, and statutory audits required internationally.

Audit-related fees. In addition to the Audit Fees, the company paid Ernst & Young $556,000 in 2008 and $586,000 in 2007. The services provided in exchange for these fees included employee benefit plan audits, a grant certification audit, access to Ernst & Young’s online research tool, an environmental certification audit, an energy-usage certification audit for a non-U.S. subsidiary and a research and development certification audit for a non-U.S. subsidiary.

Tax fees. Ernst & Young’s fees for professional services rendered for tax compliance (preparation and review of non-U.S. tax returns), tax advice and tax planning (including expatriate tax services) were $495,000 in 2008 and $503,000 in 2007.

All other fees. Ernst & Young’s fees for all other professional services rendered were $38,000 in 2008 and $21,000 in 2007 for audit services for the TI Foundation, as well as for various training programs.

Pre-approval policy. The Audit Committee is required to pre-approve the audit and non-audit services to be performed by the independent registered public accounting firm in order to assure that the provision of such services does not impair the firm’s independence.
     Annually the independent registered public accounting firm and the Director of Internal Audits present to the Audit Committee services expected to be performed by the firm over the next 12 months. The Audit Committee reviews and, as it deems appropriate, pre-approves those services. The services and estimated fees are presented to the Audit Committee for consideration in the following categories: Audit, Audit-Related, Tax and All Other (each as defined in Schedule 14A of the Securities Exchange Act of 1934). For each service listed in those categories, the Committee receives detailed documentation indicating the specific services to be provided. The term of any pre-approval is 12 months from the date of pre-approval, unless the Audit Committee specifically provides for a different period. The Audit Committee reviews on at least a quarterly basis the services provided to date by the firm and the fees incurred for those services. The Audit Committee may revise the list of pre-approved services and related fees from time to time, based on subsequent determinations.

TEXAS INSTRUMENTS 2009 PROXY STATEMENT [ 85 ]

     In order to respond to time-sensitive requests for services that may arise between regularly scheduled meetings of the Audit Committee, the Committee has delegated pre-approval authority to its Chair (the Audit Committee does not delegate to management its responsibilities to pre-approve services). The Chair reports pre-approval decisions to the Audit Committee and seeks ratification of such decisions at the Audit Committee’s next scheduled meeting.
     The Audit Committee or its Chair pre-approved all services provided by Ernst & Young during 2008, except for certain training representing 45 percent ($17,000) of All Other Fees for 2008, for which the pre-approval requirement is waived under SEC rules due to the de minimis amount. The Chair approved the provision of these services after the fact, and all approvals by the Chair were subsequently ratified by the Audit Committee.
     The board of directors recommends a vote “FOR” ratification of the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2009.






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