TEXAS INSTRUMENTS INC — Director's Dealing 2009

Jan 31, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2009-01-29

Reporting Person: HUBACH JOSEPH F (SVP, Secretary & Gen Counel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-29	Common Stock	A	20000	—	Acquired	117084	Direct
2009-01-29	Common Stock	A	20000	—	Acquired	137084	Direct
2009-01-30	Common Stock	S	20000	$14.87	Disposed	117084	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-01-29	NQ Stock Option (Right to Buy)	$14.95	A	60000	Acquired	2019-01-29	Common Stock (60000)	Direct
2009-01-29	NQ Stock Option (Right to Buy)	$14.95	A	60000	Acquired	2019-01-29	Common Stock (60000)	Direct

Footnotes

F1: Award of restricted stock units pursuant to 2000 Long Term Incentive Plan.

F2: Supplemental award of restricted stock units pursuant to 2000 Long Term Incentive Plan.

F3: Sales effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on 10-25-07. The sales were at prices ranging from $14.56 to $15.23. The price in Table I is the weighted average sale price. The issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F4: The option becomes exercisable in four equal annual installments beginning on January 29, 2010.

F5: Supplemental option grant; becomes exercisable in four equal annual installments beginning on January 29, 2010.