Retired Officers & Directors Health Plan

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 the Company, the
President of the Company, and Officers at the Vice President or
higher level reporting directly to the President (whether a ...