INSTRUCTIONS TO TRUSTEE ON VOTING
TI COMMON STOCK
HELD UNDER THE
TI EMPLOYEES UNIVERSAL PROFIT SHARING PLAN
PLEASE VOTE AND SIGN ON REVERSE SIDE AND RETURN IN THE ENCLOSED ENVELOPE
These voting instructions are requested in conjunction
with a proxy solicitation by the Board of Directors
of Texas Instruments Incorporated.
[participant identifying information]
I hereby instruct Bankers Trust Company as Trustee of the TI Employees
Universal Profit Sharing Trust ("Trust") to vote in person or by proxy,
at the annual meeting of stockholders of Texas Instruments Incorporated
("TI") on April 17, 1997, or any adjournments thereof, the whole shares
of TI common stock ("TI stock") held in the TI Stock Fund under the
Trust which are attributable to my Universal Profit Sharing Account and
CODA Account and the whole and fractional shares of TI Stock held in the
TI Stock Fund which are attributable to my Tax Credit Employee Stock
Ownership Account in the manner indicated on the reverse side of this
form with respect to each item identified thereon.
The Trustee will vote the shares represented by this voting instructions
form if properly signed and received by April 14, 1997. If no
instructions are specified on a signed form, the shares represented
thereby will be voted in accordance with the vote of the majority of the
shares for which voting instructions are received from other
participants, except that the Trustee will vote shares of TI stock
attributable to Tax Credit Employee Stock Ownership Accounts for which
no voting instructions have been received to the extent required by law
or otherwise.
(over)
PLEASE MARK YOUR CHOICE IN OVAL IN THE FOLLOWING MANNER USING DARK INK
ONLY: [ / ]
- -----------------------------------------------------------------------
The board of directors of TI recommends a vote FOR the election of
directors and the two board proposals.
Draft of
For All
1. Election of Directors For Withheld Except Nominee(s)
Written Below
Nominees: J.R. Adams, D.L. Boren, [ ] [ ] [ ]______________
J.B. Busey IV, T.J. Engibous,
G.W. Fronterhouse, D.R. Goode,
G.M. Shatto, W.P. Weber
and C.K. Yeutter.
2. Proposal to approve the Texas For Against Abstain
Instruments Executive Officer [ ] [ ] [ ]
Performance Plan.
3. Proposal to approve the TI For Against Abstain
Employees 1997 Stock Purchase [ ] [ ] [ ]
Plan.
Dated __________________________, 1997
______________________________________________
Signature
NOTE: Please sign exactly as name appears on
the front side. When signing as executor,
administrator, attorney, trustee or guardian,
etc., please give your full title.
