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TI Board Adopts Majority Voting for Director Elections

Feb 17, 2006

DALLAS (Feb. 17, 2006) – The Board of Directors of Texas Instruments Incorporated (TI) (NYSE: TXN) has amended the company’s bylaws to require directors to receive a majority of votes cast in order to be elected to the Board. The new standard goes into effect immediately and will be used at TI’s 2006 Annual Meeting of Stockholders on April 20.

The new standard provides for greater accountability of directors to shareowners. “We believe our stockholders should have a stronger voice in the election of their directors,” said TI Chairman Tom Engibous. “This change reflects the Board’s commitment to continually strengthen the corporate governance principles that guide Texas Instruments.”

The prior plurality standard provided that directors with the most votes cast for them be elected, even if the total votes cast were less than a majority. In the company’s history, no director of TI has ever received less than a majority of the votes cast.

TI’s bylaws and corporate governance guidelines are available at www.ti.com/corporategovernance.

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Texas Instruments Incorporated provides innovative DSP and analog technologies to meet our customers’ real world signal processing requirements. In addition to Semiconductor, the company’s businesses include Sensors & Controls and Education Technology. TI is headquartered in Dallas, Texas, and has manufacturing, design or sales operations in more than 25 countries.

Texas Instruments is traded on the New York Stock Exchange under the symbol TXN. More information is located on the World Wide Web at www.ti.com.