RESTATED CERTIFICATE OF INCORPORATION

OF

TEXAS INSTRUMENTS INCORPORATED

 

(Originally incorporated on December 23, 1938

as Geophysical Service Inc.)

 

 

This Restated Certificate of Incorporation was duly adopted by Texas

Instruments Incorporated in accordance with the provisions of Sections 242 and

245 of the General Corporation Law of the State of Delaware.

 

FIRST: The name of the corporation is

 

TEXAS INSTRUMENTS INCORPORATED

 

SECOND: The registered office of the Company in the State of Delaware

is located at 1209 Orange Street in the City of Wilmington, County of New

Castle. The name of its registered agent in charge thereof is The Corporation

Trust Company, the address of which is 1209 Orange Street, Wilmington,

Delaware.

 

THIRD: The purpose of the corporation is to engage in any lawful act or

activity for which corporations may be organized under the General Corporation

Law of the State of Delaware.

 

FOURTH: The total number of shares of all classes of stock which the

Company shall have authority to issue is One Hundred Ten Million (110,000,000)

shares, of which Ten Million (10,000,000) shall be Preferred Stock with a par

value of $25.00 per share, and One Hundred Million (100,000,000) shall be

Common Stock with a par value of $1.00 per share. The Preferred Stock may be

issued in one or more series, from time to time, with each such series to have

such voting powers, full or limited or no voting powers, and such

designations, preferences and relative, participating, optional or other

special rights, and qualifications, limitations or restrictions thereof, as

shall be stated and expressed in the resolution or resolutions providing for

the issue of such series adopted by the board of directors of the Company, and

the board of directors is hereby expressly vested with authority, to the full

extent now or hereafter provided by law, to adopt any such resolution or

resolutions.

 

FIFTH: In addition to the powers now or hereafter conferred by statute

and the by-laws of the Company, the board of directors is also expressly

authorized to:

 

a. Make, alter or repeal the by-laws of the Company, subject to

the power of the stockholders of the Company having voting power to

alter, amend or repeal by-laws made by the board of directors.

 

b. Remove at any time any officer elected or appointed by the

board of directors but only by the affirmative vote of a majority of the

whole board of directors. Any other officer of the Company may be

removed at any time by a vote of the board of directors, or by any

committee or superior officer upon whom such power of removal may be

conferred by the by-laws or by the vote of the board of directors.

 

c. Establish and maintain bonus, profit sharing or other types of

 

 


 

 

incentive or compensation plans or pension or retirement plans for the

employees (including officers and directors) of the Company and to fix

the amount of the profits to be distributed or shared and to determine

the persons to participate in any such plans and the amounts of their

respective participation or benefits.

 

SIXTH: No person shall be liable to the Company for any loss or damage

suffered by it on account of any action taken or omitted to be taken by him in

good faith as a director, member of a directors' committee or officer of the

Company, if such person exercised or used the same degree of care and skill as

a prudent man would have exercised or used under the circumstances in the

conduct of his own affairs. Without limitation on the foregoing, any such

person shall be deemed to have exercised or used such degree of care and skill

if he took or omitted to take such action in reliance in good faith upon

advice of counsel for the Company, or the books of account or other records of

the Company, or reports or information made or furnished to the Company by any

officials, accountants, engineers, agents or employees of the Company, or by

an independent public accountant or auditor, engineer, appraiser or other

expert employed by the Company and selected with reasonable care by the board

of directors, by any such committee or by an authorized officer of the

Company.

 

IN WITNESS WHEREOF, Texas Instruments Incorporated has caused its

corporate seal to be affixed and this Restated Certificate of Incorporation to

be signed by Mark Shepherd, Jr., its Chairman of the Board, and Richard J.

Agnich, its Secretary, this 18th day of April, 1985.

 

TEXAS INSTRUMENTS INCORPORATED

 

(Corporate Seal)

 

By /s/ MARK SHEPHERD, JR.

----------------------

Chairman of the Board

 

 

 


CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

TEXAS INSTRUMENTS INCORPORATED

 

 

TEXAS INSTRUMENTS INCORPORATED, a corporation organized and

existing under and by virtue of the General Corporation Law of the State of

Delaware,

 

DOES HEREBY CERTIFY:

 

FIRST: That the Restated Certificate of Incorporation as

heretofore amended is hereby amended as follows:

 

1. A new Article Seventh, reading as follows, is hereby added to

the Restated Certificate of Incorporation:

 

"SEVENTH: A director of the Company shall not be liable to

the Company or its stockholders for monetary damages for breach of

fiduciary duty as a director, except to the extent such exemption

from liability or limitation thereof is not permitted under the

General Corporation Law of the State of Delaware as the same

exists or may hereafter be amended. Any repeal or modification of

this Article Seventh by the stockholders of the Company shall not

adversely affect any right or protection of a director of the

Company existing hereunder with respect to any act or omission

occurring prior to or at the time of such repeal or modification."

 

2. A new Article Eighth, reading as follows, is hereby added to

the Restated Certificate of Incorporation:

 

"EIGHTH: Action shall be taken by the stockholders only at

annual or special meetings of stockholders and stockholders may

not act by written consent."

 

SECOND: That said amendments have been duly adopted in accordance

with the provisions of Section 242 of the General Corporation Law of the State

of Delaware.

 

IN WITNESS WHEREOF, TEXAS INSTRUMENTS INCORPORATED has caused this

Certificate to be signed by Jerry R. Junkins, its President, and attested by

Richard J. Agnich, its Secretary, this 16th day of April, 1987.

 

TEXAS INSTRUMENTS INCORPORATED

 

 

By /s/ JERRY R. JUNKINS

--------------------

Title: President

 

 

 

 

 

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

TEXAS INSTRUMENTS INCORPORATED

 

TEXAS INSTRUMENTS INCORPORATED, a corporation organized and

existing under and by virtue of the General Corporation Law of the State of

Delaware,

 

DOES HEREBY CERTIFY:

 

FIRST: That the first sentence of Article Fourth of the Restated

Certificate of Incorporation as heretofore amended is hereby amended to read

as follows:

 

"The total number of shares of all classes of stock which the

Company shall have authority to issue is Three Hundred Ten Million

(310,000,000) shares, of which Ten Million (10,000,000) shall be

Preferred Stock with a par value of $25.00 per share, and Three

Hundred Million (300,000,000) shall be Common Stock with a par

value of $1.00 per share."

 

SECOND: That said amendment has been duly adopted in accordance

with the provisions of Section 242 of the General Corporation Law of the State

of Delaware.

 

IN WITNESS WHEREOF, TEXAS INSTRUMENTS INCORPORATED has caused this

Certificate to be signed by Jerry R. Junkins, its President, and attested by

Richard J. Agnich, its Secretary, this 21st day of April, 1988.

 

TEXAS INSTRUMENTS INCORPORATED

 

By: /s/ JERRY R. JUNKINS

--------------------

Title: President

 

 

 

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

TEXAS INSTRUMENTS INCORPORATED

 

 

TEXAS INSTRUMENTS INCORPORATED, a corporation organized and existing

under and by virtue of the General Corporation Law of the State of Delaware,

 

DOES HEREBY CERTIFY:

 

FIRST: That the first sentence of Article Fourth of the Restated

Certificate of Incorporation as heretofore amended is hereby amended to read

as follows:

 

"The total number of shares of all classes of stock which the

Company shall have authority to issue is Five Hundred Ten Million

(510,000,000) shares, of which Ten Million (10,000,000) shall be

Preferred Stock with a par value of $25.00 per share, and Five

Hundred Million (500,000,000) shall be Common Stock with a par

value of $1.00 per share."

 

SECOND: That said amendment has been duly adopted in accordance

with the provisions of Section 242 of the General Corporation Law of the State

of Delaware.

 

IN WITNESS WHEREOF, TEXAS INSTRUMENTS INCORPORATED has caused this

Certificate to be signed by Jerry R. Junkins, Chairman of the Board, President

and Chief Executive Officer, this 18th day of April, 1996.

 

TEXAS INSTRUMENTS INCORPORATED

 

 

 

By: /s/ JERRY R. JUNKINS

Chairman of the Board, President

and Chief Executive Officer

 

 

 

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

TEXAS INSTRUMENTS INCORPORATED

 

 

TEXAS INSTRUMENTS INCORPORATED, a corporation organized and

existing under and by virtue of the General Corporation Law of the State of

Delaware,

 

DOES HEREBY CERTIFY:

 

FIRST: That the first sentence of Article Fourth of the Restated

Certificate of Incorporation as heretofore amended is hereby amended to read as

follows:

 

"The total number of shares of all classes of stock which the company

shall have authority to issue is Two Billion Four Hundred and Ten

Million (2,410,000,000) shares, of which Ten Million (10,000,000) shall

be Preferred Stock with a par value of $25.00 per share, and two

billion four hundred million (2,400,000,000) shall be Common Stock with

a par value of $1.00 per share."

 

SECOND: That said amendment has been duly adopted in accordance

with the provisions of Section 242 of the General Corporation Law of the State

of Delaware.

 

IN WITNESS WHEREOF, TEXAS INSTRUMENTS INCORPORATED has caused

this Certificate to be signed by Thomas J. Engibous, Chairman of the Board,

President and Chief Executive Officer, this 20th day of April, 2000.

 

TEXAS INSTRUMENTS INCORPORATED

 

 

By: /s/ THOMAS J. ENGIBOUS

-------------------------------

Thomas J. Engibous,

Chairman of the Board,

President and

Chief Executive Officer

 

[As Filed: 02-24-2012]