Registration No. ____________
==================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------------
TEXAS INSTRUMENTS INCORPORATED
(Exact name of registrant as specified in charter)
Delaware 75-0289970
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13500 North Central Expressway
Dallas, Texas 75243
(Address of principal executive offices including Zip Code)
-----------------------
TI EMPLOYEES UNIVERSAL PROFIT SHARING PLAN
(Full title of the plan)
-----------------------
Richard J. Agnich,
Senior Vice President, Secretary and General Counsel
13500 North Central Expressway
Dallas, Texas 75243
(Name and address of agent for service)
(214) 995-2551
(Telephone number, including area code, of agent for service)
-----------------------
CALCULATION OF REGISTRATION FEE
=========================================================================
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of securities Amount offering aggregate Amount of
to be registered to be price per offering registration
registered share* price* fee*
<S> <C> <C> <C> <C>
Common Stock 4,000,000 $82.6875 $330,750,000 $114,051.72
($1 par value)
</TABLE>
=========================================================================
*Computed on the basis of the average of the high and low prices
for Common Stock on July 12, 1994, which is used as the estimated offer-
ing price solely for the purpose of determining the registration fee.
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit plan
described herein.
=========================================================================
<PAGE>
PART II
Item 3. Incorporation of Certain Documents by Reference.
There are incorporated herein by reference the following documents (or
indicated portions thereof) heretofore filed with the Commission pursuant to
the Securities Exchange Act of 1934 (the 1934 Act ):
1. The Annual Report on Form 10-K for Texas Instruments Incorporated
(the Registrant )for the year ended December 31, 1993.
2. The Registrant s Quarterly Reports on Form 10-Q for the quarters
ended March 31 and June 30, 1994.
3. The Registrant s Current Reports on Form 8-K dated January 28,
February 7 and March 9, 1994.
4. The description of the Registrant s Common Stock set forth in the
Registrant s Registration Statement on Form 10 filed with the Commission
pursuant to Section 12 of the 1934 Act, and the description concerning changes
in securities contained in the Registrant s Quarterly Report on Form 10-Q for
the quarter ended June 30, 1988 relating to the Registrant s Share Purchase
Rights Plan, together with any amendment or report filed with the Commission
for the purpose of updating such descriptions.
5. The TI Employees Universal Profit Sharing Plan's Annual Report on
Form 11-K for the year ended December 31, 1993.
All documents subsequently filed by the Registrant and the TI Employees
Universal Profit Sharing Plan pursuant to Sections 13(a), 13(c), 14, or 15(d)
of the 1934 Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law, as amended,
generally permits the Registrant to indemnify its officers and directors for
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by any such officer or director in
connection with any action, suit or proceeding to which such officer or
director is made a party by reason of the fact that such officer or director
is or was an officer or director of the Registrant if such officer or director
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Registrant, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Article VI, Section 2 of the Registrant s by-laws provides that
the Registrant shall indemnify its officers and directors for such expenses,
judgments, fines and amounts paid in settlement to the full extent permitted
by the laws of the State of Delaware.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived an improper personal
benefit. Article Seventh of the Registrant s Restated Certificate of
Incorporation, as amended, contains such a provision.
Under insurance policies of the Registrant, directors and officers of
the Registrant may be indemnified against certain losses arising from certain
claims, including claims under the Securities Act of 1933, which may be made
against such persons by reason of their being such directors or officers.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4(a) Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3(a) to the Registrant s
Annual Report on Form 10-K for the year 1993).
4(b) Certificate of Amendment to Restated Certificate of
Incorporation of the Registrant (incorporated by reference to
Exhibit 3(b) to the Registrant s Annual Report on Form 10-K for
the year 1993).
4(c) Certificate of Amendment to Restated Certificate of
Incorporation of the Registrant(incorporated by reference to
Exhibit 3(c)to the Registrant s Annual Report on Form 10-K for the
year 1993).
II-2<PAGE>
4(d) Certificate of Designation relating to the Registrant s
Participating Cumulative Preferred Stock (incorporated by
reference to Exhibit 3(d) to the Registrant s Annual Report on
Form 10-K for the year 1993).
4(e) Certificate of Ownership Merging Texas Instruments Automation
Controls, Inc. into the Registrant (incorporated by reference
to Exhibit 3(e) to the Registrant s Annual Report on Form 10-K
for the year 1993).
4(f) Certificate of Elimination of Designations of Preferred Stock
of the Registrant (incorporated by reference to Exhibit 3(f)
to the Registrant s Annual Report on Form 10-K for the year
1993).
4(g) By-Laws of the Registrant (incorporated by reference to
Exhibit 3 to the Registrant s Quarterly Report on Form 10-Q
for the quarter ended June 30, 1993).
5 Opinion of O. Wayne Coon as to the legality of the securities
being registered.
23(a) Consent by Ernst & Young, independent auditors.
23(b) Consent by O. Wayne Coon to the inclusion of his opinion of
counsel as to the legality of the securities being registered
(located within his opinion at Exhibit 5(a)).
24 Powers of Attorney.
The Registrant will submit or has submitted the TI Employees Universal
Profit Sharing Plan and any amendment thereto to the Internal Revenue Service
(IRS) in a timely manner, and has made or will make all changes required by
the IRS in order to qualify the TI Employees Universal Profit Sharing Plan.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
registration statement;
II-3
<PAGE>
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
provided, however, that paragraphs 1(a)(i) and 1(a)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement;
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof;
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in a successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas and State of Texas on the
15th day of July, 1994.
TEXAS INSTRUMENTS INCORPORATED
By WILLIAM A. AYLESWORTH
Senior Vice President, Treasurer
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 15th day of July, 1994.
Signature Title
--------- -----
JAMES R. ADAMS*
- ------------------------------ Director
James R. Adams
JAMES B. BUSEY IV*
- ------------------------------ Director
James B. Busey IV
GERALD W. FRONTERHOUSE*
- ------------------------------ Director
Gerald W. Fronterhouse
JERRY R. JUNKINS*
- ------------------------------ Chairman of the Board; President;
Jerry R. Junkins Chief Executive Officer; Director
WILLIAM S. LEE*
- ------------------------------ Director
William S. Lee
II-5
<PAGE>
WILLIAM B. MITCHELL*
- ------------------------------ Vice Chairman
William B. Mitchell
DAVID M. RODERICK*
- ------------------------------ Director
David M. Roderick
GLORIA M. SHATTO*
- ------------------------------ Director
Gloria M. Shatto
WILLIAM P. WEBER*
- ------------------------------ Vice Chairman
William P. Weber
CLAYTON K. YEUTTER*
- ----------------------------- Director
Clayton K. Yeutter
WILLIAM A. AYLESWORTH
- ------------------------------ Senior Vice President; Treasurer;
William A. Aylesworth Chief Financial Officer
MARVIN M. LANE, JR.*
- ------------------------------ Vice President; Corporate Controller
Marvin M. Lane, Jr.
*By WILLIAM A. AYLESWORTH
---------------------------
William A. Aylesworth
Attorney-in-Fact
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the plan has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Dallas
and State of Texas on the 15th day of July, 1994.
TI EMPLOYEES UNIVERSAL PROFIT SHARING PLAN
By WILLIAM A. AYLESWORTH
Chairman, Profit Sharing
Administration Committee
II-6
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Paper (P)
Designation of or
Exhibits in Electronic
this Report Description of Exhibit (E)
- -------------- -------------------------------------------- ----------
<S> <C> <C>
4(a) Restated Certificate of Incorporation of E
the Registrant (incorporated by reference
to Exhibit 3(a) to the Registrant s Annual
Report on Form 10-K for the year 1993).
4(b) Certificate of Amendment to Restated Certif- E
icate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3(b)
to the Registrant s Annual Report on Form
10-K for the year 1993).
4(c) Certificate of Amendment to Restated Certif- E
icate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3(c)
to the Registrant s Annual Report on Form
10-K for the year 1993).
4(d) Certificate of Designation relating to the E
Registrant s Participating Cumulative Pre-
ferred Stock (incorporated by reference to
Exhibit 3(d) to the Registrant s Annual Re-
port on Form 10-K for the year 1993).
4(e) Certificate of Ownership Merging Texas E
Instruments Automation Controls, Inc. into
the Registrant (incorporated by reference to
Exhibit 3(e) to the Registrant s Annual Re-
port on Form 10-K for the year 1993).
4(f) Certificate of Elimination of Designations E
of Preferred Stock of the Registrant (incor-
porated by reference to Exhibit 3(f) to the
Registrant s Annual Report on Form 10-K for
the year 1993).
4(g) By-Laws of the Registrant (incorporated by E
reference to Exhibit 3 to the Registrant s
Quarterly Report on Form 10-Q for the quar-
ter ended June 30, 1993).
5 Opinion of O. Wayne Coon as to the legality E
of the securities being registered.
23(a) Consent by Ernst & Young, independent E
auditors.
23(b) Consent by O. Wayne Coon to the inclusion of E
his opinion of counsel as to the legality of
the securities being registered (located
within his opinion at Exhibit 5(a)).
24 Powers of Attorney. E
</TABLE>
<PAGE>
Exhibit 5
---------
TEXAS INSTRUMENTS INCORPORATED
13500 North Central Expressway, MS 241
P.O. Box 655474
Dallas,Texas 75265
July 8, 1994
Board of Directors
Texas Instruments Incorporated
13500 North Central Expressway
Dallas, Texas 75265
Re: Texas Instruments Incorporated
Registration Statement (Form S-8)
Dear Board Members:
This opinion of counsel is given in connection with a Registration
Statement (Form S-8) being filed by you with the Securities and Exchange
Commission in respect of the TI Employees Universal Profit Sharing Plan (the
"Plan").
As Chief Corporate Counsel and Assistant Secretary of Texas Instruments
Incorporated ("TI"), I am familiar with all corporate action taken or to be
taken with respect to the Plan and shares of common stock (the "Shares") of TI
to be distributed pursuant to the Plan, and am pleased to advise that:
(i) the Shares distributed pursuant to the Plan (including any
previously unissued shares of TI common stock sold or contributed,
in accordance with the terms of the Plan, by TI to the trustee
under the Plan) will, when so distributed, be validly issued,
fully paid and nonassessable; and
(ii) the interests in the Plan, when acquired in accordance with the
terms of such Plan, will be valid and legal interests in such
Plan.
I hereby consent to the use of this opinion as an exhibit to said
Registration Statement.
Sincerely,
O. WAYNE COON
Chief Corporate Counsel
and Assistant Secretary
sdf
<PAGE>
EXHIBIT 23(a)
-------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the TI Employees Universal Profit Sharing
Plan of Texas Instruments Incorporated of our reports (a) dated January 28,
1994, with respect to the consolidated financial statements and consolidated
financial statement schedules of Texas Instruments Incorporated included or
incorporated by reference in its Annual Report (Form 10-K), and (b) dated
May 4, 1994, with respect to the financial statements and schedules of the TI
Employees Universal Profit Sharing Plan included in its Annual Report (Form
11-K), both for the year ended December 31, 1993, filed with the Securities
and Exchange Commission.
ERNST & YOUNG
Dallas, Texas
July 15, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JERRY R. JUNKINS, RICHARD J. AGNICH and WILLIAM A. AYLESWORTH,
and each of them, with full power to act without the others, his true and
lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 in connection with
the registration of up to 4,000,000 shares of common stock of Texas
Instruments Incorporated and an indeterminate amount of related interests in
the TI Employees Universal Profit Sharing Plan, and any or all amendments or
supplements to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this 14th day of July, 1994.
JAMES R. ADAMS
-------------------------
James R. Adams
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JERRY R. JUNKINS, RICHARD J. AGNICH and WILLIAM A. AYLESWORTH,
and each of them, with full power to act without the others, his true and
lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 in connection with
the registration of up to 4,000,000 shares of common stock of Texas
Instruments Incorporated and an indeterminate amount of related interests in
the TI Employees Universal Profit Sharing Plan, and any or all amendments or
supplements to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this 11th day of July, 1994.
JAMES B. BUSEY IV
-------------------------
James B. Busey IV
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JERRY R. JUNKINS, RICHARD J. AGNICH and WILLIAM A. AYLESWORTH,
and each of them, with full power to act without the others, his true and
lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 in connection with
the registration of up to 4,000,000 shares of common stock of Texas
Instruments Incorporated and an indeterminate amount of related interests in
the TI Employees Universal Profit Sharing Plan, and any or all amendments or
supplements to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this 11th day of July, 1994.
GERALD W. FRONTERHOUSE
-------------------------
Gerald W. Fronterhouse
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints RICHARD J. AGNICH and WILLIAM A. AYLESWORTH, and each of them,
with full power to act without the other, his true and lawful attorneys-in-
fact and agents, with full and several power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 in connection with the registration of up to 4,000,000
shares of common stock of Texas Instruments Incorporated and an indeterminate
amount of related interests in the TI Employees Universal Profit Sharing Plan,
and any or all amendments or supplements to such Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this 12th day of July, 1994.
JERRY R. JUNKINS
-------------------------
Jerry R. Junkins
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JERRY R. JUNKINS, RICHARD J. AGNICH and WILLIAM A. AYLESWORTH,
and each of them, with full power to act without the others, his true and
lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 in connection with
the registration of up to 4,000,000 shares of common stock of Texas
Instruments Incorporated and an indeterminate amount of related interests in
the TI Employees Universal Profit Sharing Plan, and any or all amendments or
supplements to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this 14th day of July, 1994.
WILLIAM S. LEE
-------------------------
William S. Lee
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JERRY R. JUNKINS, RICHARD J. AGNICH and WILLIAM A. AYLESWORTH,
and each of them, with full power to act without the others, his true and
lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 in connection with
the registration of up to 4,000,000 shares of common stock of Texas
Instruments Incorporated and an indeterminate amount of related interests in
the TI Employees Universal Profit Sharing Plan, and any or all amendments or
supplements to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this 12th day of July, 1994.
WILLIAM B. MITCHELL
-------------------------
William B. Mitchell
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JERRY R. JUNKINS, RICHARD J. AGNICH and WILLIAM A. AYLESWORTH,
and each of them, with full power to act without the others, his true and
lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 in connection with
the registration of up to 4,000,000 shares of common stock of Texas
Instruments Incorporated and an indeterminate amount of related interests in
the TI Employees Universal Profit Sharing Plan, and any or all amendments or
supplements to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this 12th day of July, 1994.
DAVID M. RODERICK
-------------------------
David M. Roderick
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JERRY R. JUNKINS, RICHARD J. AGNICH and WILLIAM A. AYLESWORTH,
and each of them, with full power to act without the others, his true and
lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 in connection with
the registration of up to 4,000,000 shares of common stock of Texas
Instruments Incorporated and an indeterminate amount of related interests in
the TI Employees Universal Profit Sharing Plan, and any or all amendments or
supplements to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this 11th day of July, 1994.
GLORIA M. SHATTO
-------------------------
Gloria M. Shatto
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JERRY R. JUNKINS, RICHARD J. AGNICH and WILLIAM A. AYLESWORTH,
and each of them, with full power to act without the others, his true and
lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 in connection with
the registration of up to 4,000,000 shares of common stock of Texas
Instruments Incorporated and an indeterminate amount of related interests in
the TI Employees Universal Profit Sharing Plan, and any or all amendments or
supplements to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this 12th day of July, 1994.
WILLIAM P. WEBER
-------------------------
William P. Weber
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JERRY R. JUNKINS, RICHARD J. AGNICH and WILLIAM A. AYLESWORTH,
and each of them, with full power to act without the others, his true and
lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 in connection with
the registration of up to 4,000,000 shares of common stock of Texas
Instruments Incorporated and an indeterminate amount of related interests in
the TI Employees Universal Profit Sharing Plan, and any or all amendments or
supplements to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this 14th day of July, 1994.
CLAYTON K. YEUTTER
-------------------------
Clayton K. Yeutter
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JERRY R. JUNKINS, RICHARD J. AGNICH and WILLIAM A. AYLESWORTH,
and each of them, with full power to act without the others, his true and
lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 in connection with
the registration of up to 4,000,000 shares of common stock of Texas
Instruments Incorporated and an indeterminate amount of related interests in
the TI Employees Universal Profit Sharing Plan, and any or all amendments or
supplements to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this 12th day of July, 1994.
MARVIN M. LANE, JR.
-------------------------
Marvin M. Lane, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints JERRY R. JUNKINS and RICHARD J. AGNICH, and each of them, with
full power to act without the other, his true and lawful attorneys-in-fact and
agents, with full and several power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign a Registration Statement
on Form S-8 in connection with the registration of up to 4,000,000 shares of
common stock of Texas Instruments Incorporated and an indeterminate amount of
related interests in the TI Employees Universal Profit Sharing Plan, and any
or all amendments or supplements to such Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this 9th day of July, 1994.
WILLIAM A. AYLESWORTH
-------------------------
William A. Aylesworth
<PAGE>
