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Sep 26, 1995

Santa Clara, CA, September 26, 1995 -- National Semiconductor Corporation (NYSE:NSM) today announced that it has successfully completed a $258.75-million private placement of convertible subordinated notes to certain qualified investors and overseas persons. The notes are not callable for three years and will mature in the year 2002. Interest on the notes is payable semi-annually, commencing April 1, 1996, at the rate of 6.5 percent. The notes are convertible into shares of National Semiconductor common stock at an initial conversion price of $42.78 per share.

Net proceeds are expected to be approximately $253.0 million. The Company intends to use such net proceeds to expand manufacturing capacity and for general corporate purposes.

The notes have not been and will not be registered under the Securities Act of 1933 and may not be offered or sold within the United States absent registration or an available exemption from such registration requirements.

This announcement does not constitute an offer to sell or the solicitation of offers to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful.