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 its charter)
Delaware 75-0289970
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13500 North Central Expressway
P.O. Box 655474
Dallas, Texas 75265-5474
(Address of principal executive offices including zip code)
-----------------------
TI BENEFIT RESTORATION AND DEFERRED COMPENSATION PLAN
(Full title of the plan)
------------------------
Richard J. Agnich,
Senior Vice President, Secretary and General Counsel
Texas Instruments Incorporated
7839 Churchill Way, M/S 3999
Dallas, Texas 75251
(Name and address of agent for service)
(972)995-2551
(Telephone number, including area code, of agent for service)
----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share* price* fee*
- ------------------------------------------------------------------------------------
Common Stock ($1 par value) 200,000 $54.5313 $10,906,260.00 $3,217.35
- ------------------------------------------------------------------------------------
</TABLE>
*Computed on the basis of the average of the high and low prices for Common
Stock on March 16, 1998, which is used as the estimated offering price
solely for the purpose of determining the registration fee in accordance with
Rule 457 under the Securities Act of 1933.
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.
- ------------------------------------------------------------------------------
PART II
Item 3. Incorporation of Documents by Reference
The following documents have been filed by Texas Instruments Incorporated (the
"Company" or "TI") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") and are hereby incorporated herein by reference and made a
part of this registration statement:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
2. The Company's Current Reports on Form 8-K filed January 7, 1998,
January 12, 1998, February 9, 1998 and March 4, 1998, and on Form 8-K/A filed
March 9, 1998;
3. The description of the Company's common stock set forth in the
Company's Registration Statement on Form 10 filed with the Commission pursuant
to Section 12 of the Exchange Act, and the descriptions concerning changes in
securities contained in the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1988 relating to the Company's Share Purchase Rights
Plan, together with any amendment or report filed with the Commission for the
purpose of updating such descriptions.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date
of this registration statement 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. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this registration statement to
the extent that a statement contained herein or in any subsequently filed
document which is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statements so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
The General Corporation Law of the State of Delaware, at Section 145,
provides, in pertinent part, that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation), by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as the director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon
II-1
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful. In addition, the
indemnification of expenses (including attorneys' fees) is allowed in
derivative actions, except no indemnification is allowed in respect to any
claim, issue or matter as to which any such person has been adjudged to be
liable to the corporation, unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought decides that
indemnification is proper. To the extent that any such person succeeds on the
merits or otherwise, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith. The determination that the person to be indemnified met the
applicable standard of conduct, if not made by a court, is made by the
directors of the corporation by a majority vote of the directors not party to
such an action, suit or proceeding even though less than a quorum, by a
committee of such directors designated by majority vote of such directors even
though less than a quorum, or, if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion or by
the stockholders. Expenses may be paid in advance upon the receipt, in the
case of officers and directors, of undertakings to repay such amount if it
shall ultimately be determined that the person is not entitled to be
indemnified by the corporation as authorized in this section. A corporation
may purchase indemnity insurance.
The above described indemnification and advancement of expenses, unless
otherwise provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and inure to the
benefit of such person's heirs, executors and administrators.
Article VI, Section 2 of the Company's By-laws provides that the Company 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 Company's Restated Certificate of Incorporation
contains such a provision.
Under insurance policies of the Company, directors and officers of the Company
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 Company (incorporated by
reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K
for the year 1993).
II-2
4(b) Certificate of Amendment to Restated Certificate of Incorporation of
the Company (incorporated by reference to Exhibit 3(b) to the Company's
Annual Report on Form 10-K for the year 1993).
4(c) Certificate of Amendment to Restated Certificate of Incorporation of
the Company (incorporated by reference to Exhibit 3(c) to the Company's
Annual Report on Form 10-K for the year 1993).
4(d) Certificate of Designations relating to the Company's Participating
Cumulative Preferred Stock (incorporated by reference to Exhibit 3(d)
to the Company's Annual Report on Form 10-K for the year 1993).
4(e) Certificate of Ownership Merging Texas Instruments Automation Controls,
Inc., into the Company (incorporated by reference to Exhibit 3(e) to
the Company's Annual Report on Form 10-K for the year 1993).
4(f) Certificate of Elimination of Designations of Preferred Stock of the
Company (incorporated by reference to Exhibit 3(f) to the Company's
Annual Report on Form 10-K for the year 1993).
4(g) Certificate of Ownership and Merger Merging Tiburon Systems, Inc. into
the Company (incorporated by reference to Exhibit 4(g) to the
Registrant's Registration Statement No. 333-41919 on Form S-8).
4(h) Certificate of Ownership and Merger Merging Tartan, Inc. into the
Company (incorporated by reference to Exhibit 4(h) to the Registrant's
Registration Statement No. 333-41919 on Form S-8).
4(i) Certificate of Amendment to Restated Certificate of Incorporation of
the Company (incorporated by reference to Exhibit 3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996).
4(j) By-Laws of the Registrant (incorporated by reference to Exhibit 3 to
the Company's Current Report on Form 8-K filed January 12, 1998).
23(a) Consent of Independent Auditors.
24 Powers of Attorney for the Directors of the Company.
Item 9. Undertakings
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made of the
securities registered hereby, 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 this 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; and
(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;
II-3
provided, however, that the undertakings set forth in paragraphs 1(i)
and 1(ii) above 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 Company pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) 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 herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) 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.
The Company hereby further undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions set forth or described in Item 6 of this
registration statement, or otherwise (but that term shall not include the
insurance policies referred to in Item 6), the Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company
in a successful defense of any action, suit or proceeding) is asserted against
the Company by such director, officer or controlling person in connection with
the securities registered hereby, the Company 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
SIGNATURES
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 19th day of
March 1998.
TEXAS INSTRUMENTS INCORPORATED
(Registrant)
By: /s/ WILLIAM A. AYLESWORTH
----------------------------
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 19th day of March 1998.
Signature Title
- ------------------------------------ -------------------------------
*JAMES R. ADAMS
- ------------------------------------ Chairman of the Board;
James R. Adams Director
*DAVID L. BOREN
- ------------------------------------ Director
David L. Boren
*JAMES B. BUSEY IV
- ------------------------------------ Director
James B. Busey IV
*DANIEL A. CARP
- ------------------------------------ Director
Daniel A. Carp
*THOMAS J. ENGIBOUS
- ------------------------------------ President; Chief Executive
Thomas J. Engibous Officer; Director
*GERALD W. FRONTERHOUSE
- ------------------------------------ Director
Gerald W. Fronterhouse
*DAVID R. GOODE
- ------------------------------------ Director
David R. Goode
*WAYNE R. SANDERS
- ------------------------------------ Director
Wayne R. Sanders
*GLORIA M. SHATTO
- ------------------------------------ Director
Gloria M. Shatto
II-5
*WILLIAM P. WEBER
- ------------------------------------ Vice Chairman; Director
William P. Weber
*CLAYTON K. YEUTTER
- ------------------------------------ Director
Clayton K. Yeutter
/s/ WILLIAM A. AYLESWORTH
- ------------------------------------ Senior Vice President; Treasurer;
William A. Aylesworth Chief Financial Officer;
*MARVIN S. SELF
- ------------------------------------ Senior Vice President; Controller
Marvin S. Self
*By: /s/ 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 19th day of March 1998.
TI Benefit Restoration and Deferred Compensation Plan
*By: /s/ WILLIAM A. AYLESWORTH
- --------------------------------
William A. Aylesworth
Plan Administrator
II-6
INDEX TO EXHIBITS
Exhibit
Number E x h i b i t
- ------- - - - - - - -
4(a) Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3(a) to the Company's
Annual Report on Form 10-K for the year 1993).
4(b) Certificate of Amendment to Restated Certificate of
Incorporation of the Company (incorporated by reference to
Exhibit 3(b) to the Company's Annual Report on Form 10-K for
the year 1993).
4(c) Certificate of Amendment to Restated Certificate of
Incorporation of the Company (incorporated by reference to
Exhibit 3(c) to the Company's Annual Report on Form 10-K for
the year 1993).
4(d) Certificate of Designations relating to the Company's
Participating Cumulative Preferred Stock (incorporated by
reference to Exhibit 3(d) to the Company's Annual Report on
Form 10-K for the year 1993).
4(e) Certificate of Ownership Merging Texas Instruments Automation
Controls, Inc., into the Company (incorporated by reference to
Exhibit 3(e) to the Company's Annual Report on Form 10-K for
the year 1993).
4(f) Certificate of Elimination of Designations of Preferred Stock
of the Company (incorporated by reference to Exhibit 3(f) to
the Company's Annual Report on Form 10-K for the year 1993).
4(g) Certificate of Ownership and Merger Merging Tiburon Systems,
Inc. into the Company (incorporated by reference to Exhibit 4(g)
to the Registrant's Registration Statement No. 333-41919 on Form
S-8).
4(h) Certificate of Ownership and Merger Merging Tartan, Inc. into the
Company (incorporated by reference to Exhibit 4(h) to the
Registrant's Registration Statement No. 333-41919 on Form S-8).
4(i) Certificate of Amendment to Restated Certificate of
Incorporation of the Company (incorporated by reference to
Exhibit 3 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996).
4(j) By-Laws of the Registrant (incorporated by reference to
Exhibit 3 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993).
23(a) Consent of Independent Auditors.
24 Powers of Attorney for the Directors of the Company.
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 Benefit Restoration and Deferred
Compensation Plan of our report dated January 20, 1998, with
respect to the consolidated financial statements of Texas Instruments
Incorporated incorporated by reference in its Annual Report (Form 10-K)
for the year ended December 31, 1997 and the related financial statement
schedule included therein, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
March 19, 1998
Dallas, Texas
EXHIBIT 24
-----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints THOMAS J. ENGIBOUS, 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 200,000 shares of common stock of
Texas Instruments Incorporated and an indeterminate amount of related
interests in the TI Benefit Restoration and Deferred Compensation 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 19th day of March 1998.
/s/ JAMES R. ADAMS
-----------------------------
James R. Adams
EXHIBIT 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, 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 200,000 shares of common
stock of Texas Instruments Incorporated and an indeterminate amount of
related interests in the TI Benefit Restoration and Deferred Compensation
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 19th day of March 1998.
/s/ DAVID L. BOREN
-----------------------------
David L. Boren
EXHIBIT 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, 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 200,000 shares of common
stock of Texas Instruments Incorporated and an indeterminate amount of
related interests in the TI Benefit Restoration and Deferred Compensation
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 19th day of March 1998.
/s/ JAMES B. BUSEY IV
-----------------------------
James B. Busey IV
EXHIBIT 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, 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 200,000 shares of common
stock of Texas Instruments Incorporated and an indeterminate amount of
related interests in the TI Benefit Restoration and Deferred
Compensation 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 19th day of March 1998.
/s/ DANIEL A. CARP
-----------------------------
Daniel A. Carp
EXHIBIT 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints JAMES R. ADAMS, 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 200,000 shares of common stock of
Texas Instruments Incorporated and an indeterminate amount of related
interests in the TI Benefit Restoration and Deferred Compensation 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 19th day of March 1998.
/s/ THOMAS J. ENGIBOUS
-----------------------------
Thomas J. Engibous
EXHIBIT 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, 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 200,000 shares of common
stock of Texas Instruments Incorporated and an indeterminate amount of
related interests in the TI Benefit Restoration and Deferred Compensation
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 19th day of March 1998.
/s/ GERLAND W. FRONTERHOUSE
-----------------------------
Gerald W. Fronterhouse
EXHIBIT 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, 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 200,000 shares of common
stock of Texas Instruments Incorporated and an indeterminate amount of
related interests in the TI Benefit Restoration and Deferred Compensation
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 19th day of March 1998.
/s/ DAVID R. GOODE
-----------------------------
David R. Goode
EXHIBIT 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, 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 200,000 shares of common
stock of Texas Instruments Incorporated and an indeterminate amount of
related interests in the TI Benefit Restoration and Deferred Compensation
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 19th day of March 1998.
/s/ WAYNE R. SANDERS
-----------------------------
Wayne R. Sanders
EXHIBIT 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, 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 200,000 shares of common
stock of Texas Instruments Incorporated and an indeterminate amount of
related interests in the TI Benefit Restoration and Deferred Compensation
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 19th day of March 1998.
/s/ GLORIA M. SHATTO
-----------------------------
Gloria M. Shatto
EXHIBIT 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, 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 200,000 shares of common
stock of Texas Instruments Incorporated and an indeterminate amount of
related interests in the TI Benefit Restoration and Deferred Compensation
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 19th day of March 1998.
/s/ WILLIAM P. WEBER
-----------------------------
William P. Weber
EXHIBIT 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, 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 200,000 shares of common
stock of Texas Instruments Incorporated and an indeterminate amount of
related interests in the TI Benefit Restoration and Deferred Compensation
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 19th day of March 1998.
/s/ CLAYTON K. YEUTTER
-----------------------------
Clayton K. Yeutter
EXHIBIT 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, and RICHARD J. AGNICH,
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 200,000 shares of common stock of Texas
Instruments Incorporated and an indeterminate amount of related interests in
the TI Benefit Restoration and Deferred Compensation 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 17th day of March 1998.
/s/ WILLIAM A. AYLESWORTH
-----------------------------
William A. Aylesworth
EXHIBIT 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, 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 200,000 shares of common
stock of Texas Instruments Incorporated and an indeterminate amount of
related interests in the TI Benefit Restoration and Deferred
Compensation 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 19th day of March 1998.
/s/ MARVIN S. SELF
-----------------------------
Marvin S. Self
