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TEXAS INSTRUMENTS INC Director's Dealing 2010

Feb 2, 2010

29799_dirs_2010-02-01_502271db-c431-4345-a05d-ad9d88d2baab.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2010-01-28

Reporting Person: Whitaker Darla H (Sr. Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-01-28 Common Stock A 35000 Acquired 117920 Direct
2010-01-29 Common Stock S 3400 $22.6938 Disposed 114520 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-01-28 NQ Stock Option (Right to Buy) $23.05 A 105000 Acquired 2020-01-28 Common Stock (105000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 4398 Indirect

Footnotes

F1: Award of restricted stock units pursuant to 2009 Long Term Incentive Plan.

F2: Sales effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on 4-29-2009. The sales were at prices ranging from $22.3301 to $23.1701. The price in Table 1 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.

F3: Beneficial ownership by reporting person disclaimed.

F4: The option becomes exercisable in four equal annual installments beginning on January 28, 2011.