Health Plan

Nll/secmtrs/10k00exhodmedpln


Exhibit 10.12


PLAN DOCUMENT
FOR
NATIONAL SEMICONDUCTOR CORPORATION
RETIRED OFFICERS & DIRECTORS HEALTH PLAN
EIN #95-2095071
ERISA PLAN #502
EFFECTIVE JULY 19, 1983


TABLE OF CONTENTS


Page


Section I. Purpose....................................................1 Section II. Definitions and Construction...............................2 Section III. Eligibility, Participation and Election Procedures.........5 Section IV. Contributions..............................................6 Section V. Funding Policy.............................................7 Section VI. Benefits...................................................8 Section VII. Claim Procedures...........................................9 Section VIII. Continuation of Coverage..................................10 Section IX. Administration............................................11 Section X. Amendments & Terminations.................................13 Section XI. Miscellaneous.............................................14


SECTION I. PURPOSE


National Semiconductor Corporation has established over a period of time several welfare benefit plans for the exclusive benefit of its employees and their dependents. The purpose of this document is to set forth, or incorporate by reference, in one document all of these welfare benefits to which the subject eligible retired Officers and Directors of National Semiconductor Corporation are legally entitled. The Company intends that these plans be consolidated into this written instrument entitled the National Semiconductor Corporation Welfare Benefit Plan. This Plan is intended to conform to the requirements of the Employee Retirement Income Security Act of 1974 (ERISA). It is also the intent of the Company that any benefits provided under this Plan be eligible for exclusion from the employee's gross income for federal, Social Security, and where permissible, state and local income tax purposes, under Sections 79, 105, and 106 of the Code.


SECTION II. DEFINITIONS AND CONSTRUCTION


2.1 Administrator. The Administrator is the person(s) appointed pursuant
to Section IX below to control and manage the operations and
administration of the Plan and carry out its provisions for purposes
of the Employee Retirement Income Security Act of 1974 (ERISA). Except
as may be provided in any Plan listed in Section 2.14 below and
incorporated herein by reference, the Administrator also shall be the
named fiduciary (within the meaning of ERISA) under the plan.


2.2 Administrative Agent. An Administrative Agent is appointed by the
Administrator to assist in certain aspects of the administrative
duties and functions.


2.3 Code. Code means the Internal Revenue Code of 1986, as now in effect
or as it may be amended hereafter, and includes any regulations or
rulings issued thereunder.


2.4 Company. Company means National Semiconductor Corporation and any
designated companies within the Company's controlled group.


2.5 Contract. Contract means an agreement with any insurer listed in
Section 2.14 below and incorporated herein by reference.


2.6 Contribution. The amount payable by the Company or the amount payable
by the Participant for participation under the Plan.


2.7 Coverage. Coverage means the benefits provided according to the
provisions of the Contract(s) listed under Section 2.14 below and
incorporated herein by reference.


2.8 Dependent. Dependent means a Retired Officer or Director's dependents
who are eligible for coverage according to the terms of the contract
applicable to that retiree.


2.9 Effective Date. The Effective Date of this document is July 19, 1983.


2.10 Eligible Retired Officer or Director. An eligible retired Officer or
Director is a retiree who is eligible to participate under the plan
according to the contracts referenced under Section 2.14 below and
incorporated herein by reference.


2.11 Fiduciary. The named Fiduciary is the plan Administrator as set forth
under Section 2.1.


2.12 Insurer. Insurer means the insurer designated under Section 2.14 below
with which the Company has entered in a Contract.


2.13 Participant. A Participant is an eligible retired Officer or Director
who has become a participant as provided under Section III.


2.14 Plan. The Plan means the National Semiconductor Corporation Retired
Officers and Directors Health Plan established to provide welfare
benefits for the retired Officers and Directors of the Company and
their Dependents according to the provisions of the Contracts listed
below as they may be amended from time to time.


Insurance Company Contract # Coverage Effective Date


A. Prudential Ins. G-95678 Medical 6/1/81
Co. of America 94230-8 Stop Loss 6/1/81
94230-D Dental 6/1/81


2.15 Plan Year. Plan Year means a twelve consecutive month period that
begins on June 1 and ends on every May 31 thereafter.


2.16 Similarly Situated Beneficiary. In the case of any former Participant
or former Dependent who has a qualifying event within the meaning of
Section 162(k) of the Code, an individual who has the same coverage
options under the Plan that the former Participant or former Dependent
would have had if the qualifying event had not occurred is a Similarly
Situated Beneficiary; provided that for purposes of determining
charges for continuation coverage under Section VIII below, a former
spouse of an eligible retired Officer or Director whose coverage
terminates by reason of divorce or legal separation, or death of the
retired Officer or Director shall be treated as similarly situated to
an unmarried individual, a former dependent child whose coverage
terminates because he ceases to be a Dependent shall be treated as
similarly situated to an unmarried individual, and other
determinations of similar status shall be made by the Company in good
faith and in a manner not inconsistent with applicable law or
regulations requiring continued coverage for beneficiaries of the
Plan.


2.17 Gender and Number. In construction of the Plan, reference to any
gender shall include the masculine, feminine and neuter genders, the
plural shall include the singular and the singular shall include the
plural whenever appropriate.


2.18 Construction. The terms of the Plan shall be constructed under the
laws of California, except to the extent such laws are preempted by
federal law.


SECTION III. ELIGIBILITY, PARTICIPATION AND ELECTION PROCEDURES


3.1 Eligibility. Members of the Board of Directors of t ...