NATIONAL SEMICONDUCTOR CORP
EXHIBIT 10.22 RETIREMENT AND SAVINGS PROGRAM
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>form10k_ex1022.txt
<DESCRIPTION>EXHIBIT 10.22 RETIREMENT AND SAVINGS PROGRAM
<TEXT>
                                                                   EXHIBIT 10.22


                                  AMENDMENT ONE
                                     TO THE
                       NATIONAL SEMICONDUCTOR CORPORATION
                         RETIREMENT AND SAVINGS PROGRAM

     WHEREAS National Semiconductor Corporation (the "Employer") has adopted the
National  Semiconductor  Corporation  Retirement and Savings  Program,  restated
effective September 1, 1996 (the "Plan"); and

     WHEREAS  the  Employer  wishes  to  amend  the  Plan  to  comply  with  the
requirements  of the Economic Growth and Tax Relief  Reconciliation  Act of 2001
("EGTRRA"); and;

     WHEREAS Sections 16.03H and 21.02 of the Plan provides that the Plan may be
amended by the Employer, by action of its Board of Directors, or with respect to
administrative provisions, by action of the Committee;

     NOW,  THEREFORE,  the  Employer  hereby  adopts this  Amendment as provided
below:

I.   The Plan is hereby  amended to comply  with the  requirements  of EGTRRA as
     provided in Sections 2.11B,  5.02A, 5.02 B, 5.05, 5.06,  12.01B1,  12.08C.,
     13.01A, 13.01B.2,  13.01C, 13.02A, 14.01D, 14.01I, 14.01J, and 14.03 of the
     draft document  submitted to the Internal  Revenue Service on May 28, 2002,
     effective as of the dates provided therein.

<PAGE>
                             SECOND AMENDMENT TO THE
                       NATIONAL SEMICONDUCTOR CORPORATION
                         RETIREMENT AND SAVINGS PROGRAM

     WHEREAS National Semiconductor Corporation (the "Employer") has adopted the
National  Semiconductor  Corporation  Retirement and Savings  Program,  restated
effective June 1, 1997 (the "Plan"); and

     WHEREAS the Employer has decided to sell the Information  Appliance  ("IA")
Business Unit of Employer to AMD, Inc.; and WHEREAS the Employer wishes to amend
the Plan to  provide  that any  Participant  employed  by IA  Business  Unit who
becomes  employed by AMD,  Inc., in connection  with the sale of the IA Business
Unit to AMD, Inc., shall be 100% vested in his Profit Sharing Account; and

     WHEREAS  Section 21.02 of the Plan provides that the Plan may be amended by
action of the Committee in the case of provisions  affecting  employees involved
in a corporate acquisition, disposition or similar transaction; and

     NOW,  THEREFORE,  the  Employer  hereby  adopts this  Amendment as provided
below.

I.   Section  8.01 of the Plan is  hereby  amended  by the  addition  of the new
     subsection which shall be added at the end thereof:

          Any Participant  employed by IA Business Unit who becomes  employed by
          AMD, Inc., in connection with the sale of the IA Business Unit to AMD,
          Inc., shall be 100% vested in his Profit Sharing Account.

II.  This Amendment shall be effective August 18, 2003.

<PAGE>
                                 AMENDMENT THREE
                                     TO THE
                       NATIONAL SEMICONDUCTOR CORPORATION
                         RETIREMENT AND SAVINGS PROGRAM

     WHEREAS National Semiconductor Corporation (the "Employer") has adopted the
National Semiconductor  Corporation Retirement and Savings Program,  amended and
restated effective June 1, 1997 (the "Plan"); and;

     WHEREAS the  Employer  wishes to amend the Plan  relating to  distributions
that may be made without the consent of a Participant; and

     WHEREAS Sections 16.03H and 21.02 of the Plan provides that the Plan may be
amended by the Employer, by action of its Board of Directors, or with respect to
administrative provisions, by action of the Committee;

     NOW,  THEREFORE,  the  Employer  hereby  adopts this  Amendment as provided
below:

I.   Section 12.01.B.3 is hereby amended in its entirety as follows:

     If a Participant does not consent to receive payment of his or her benefit,
     payment shall be made not later than the earlier of the dates  described in
     a. and b. below:

     a.   Unless the  Participant  elects  otherwise,  sixty (60) days after the
          close of the Plan  Year in which  the  later of the  following  events
          occurs:

          (i) the Participant attains age sixty-five (65); or

          (ii) the termination of the Participant's service with the Employer.

     b.   The date provided under Section 12.02 below.

          Notwithstanding  the provisions of Subsection  12.01.B.3.a  above, the
          failure of a Participant to consent to a distribution  shall be deemed
          to be an  election  to defer  commencement  of payment as  provided in
          Subsection  12.01.B.3.a  above.  Payment shall be in  accordance  with
          Section 12.01B.1 above.

II.  This amendment shall be effective on and after October 6, 2003.
<PAGE>


                                 AMENDMENT FOUR
                                     TO THE
                       NATIONAL SEMICONDUCTOR CORPORATION
                         RETIREMENT AND SAVINGS PROGRAM

     WHEREAS National Semiconductor Corporation (the "Employer") has adopted the
National Semiconductor  Corporation Retirement and Savings Program,  amended and
restated effective June 1, 1997 (the "Plan"); and;

     WHEREAS the  Employer  wishes to increase  the rate of the  Employer  Match
under the Plan; and

     WHEREAS  the  Employer   wishes  to   discontinue   Annual  Profit  Sharing
Contributions  under the Plan after  Fiscal Year 2004;  and WHEREAS the Employer
wishes to change the Plan Year from the  Employer's  Fiscal Year to the calendar
year; and

     WHEREAS  Section 21.01 of the Plan provides that the Plan may be amended by
the Employer, by action of its Board of Directors;

     NOW,  THEREFORE,  the  Employer  hereby  adopts this  Amendment as provided
below, effective December 1, 2003 (except as otherwise specified):

1.   Section  2.04 is hereby  amended by the addition of the  following  two new
     sentences at the end thereof:

          Solely for purposes of the  allocation  of the Annual  Profit  Sharing
          Contribution  with respect to Fiscal Year 2004,  the  Allocation  Date
          shall be the last day of such Fiscal  Year.  Because  Fiscal Year 2004
          ends after the short Plan Year ending  December 31, 2003,  there shall
          be no allocation  of, nor Allocation  Date for,  Annual Profit Sharing
          Contributions for such short Plan Year.

2.   Section 2.05 is hereby amended in its entirety as follows:

          Annual Profit  Sharing  Contribution  means the  contribution  made in
          respect of any Plan Year by the  Employer in  accordance  with Section
          5.01, except that no contribution shall be made in respect of the Plan
          Year ending  December 31, 2003,  and the final Annual  Profit  Sharing
          Contribution  under this Plan shall be made in respect to Fiscal  Year
          2004 during the Plan Year commencing January 1, 2004.

3.   Section  2.37 is hereby  amended by the addition of the  following  two new
     sentences at the end thereof:

          The Plan Year  commencing May 26, 2003 shall end on December 31, 2003.
          Effective  January 1, 2004,  Plan Year means the calendar  year period
          beginning on January 1 ending on December 31.

4.   Section 5.01A is hereby amended in its entirety as follows:

          For each Fiscal Year  beginning  before  January 1, 2004, the Employer
          intends,  as a part of a  regular  plan and  program  (but,  except as
          otherwise provided herein, does not hereby bind itself), to contribute
          from its current or accumulated  net profit an amount  computed in the
          manner  set forth in  paragraph  B below.  No  further  Annual  Profit
          Sharing  Contributions  shall be made  under the Plan with  respect to
          Fiscal Years that begin after December 31, 2003.
<PAGE>

5.   Section  5.01B is hereby  amended  by the  addition  of the  following  new
     paragraph 7 at the end thereof:

          7.   Solely for purposes of the Annual Profit Sharing Contribution for
               Fiscal  Year  2004 (to be made  during  the Plan  Year  beginning
               January 1,  2004),  the amount of the  Employer's  Annual  Profit
               Sharing Contribution  otherwise required under this Section shall
               be reduced by the difference  between (a) the aggregate  Employer
               Match for all  Participants  required  under Section 5.03 for the
               period beginning January 1, 2004 and ending May 30, 2004, and (b)
               the aggregate Employer Match for all Participants that would have
               been  required  for such period under the formula in effect under
               Section 5.03 immediately  prior to January 1, 2004. The Committee
               shall have the  authority to  determine  the amount of the Annual
               Profit Sharing Contribution for Fiscal Year 2004.

6.   Section  5.03 is  hereby  amended  by the  addition  of the  following  new
     paragraph after the second paragraph thereof:

          Effective January 1, 2004, on behalf of each Participant who elects to
          defer compensation  pursuant to Section 5.02 of the Plan, the Employer
          shall contribute an amount equal to one-hundred-fifty  percent (150%),
          or any other  percentage as the Board may determine for any given Plan
          Year or Years, of the  Participants'  Elected  Contribution made as of
          any given pay date that are not in excess of four percent (4%) of such
          Participant's  Compensation  for such pay date.  As of the last day of
          each Plan Year, the Employer shall contribute an additional amount, if
          necessary, so that each Participant who is employed on the last day of
          the Plan Year (or who retires,  dies, is Laid Off, becomes Disabled or
          becomes an  Inactive  Participant  during the Plan Year)  receives  an
          Employer  Match for the Plan Year equal to  one-hundred-fifty  percent
          (150%),  or such other  percentage  as the Board may determine for any
          given Plan Year or Years, of the Participant's  Elected  Contributions
          made during the Plan Year that are not in excess of four  percent (4%)
          of the  Participant's  Compensation  for all such pay dates within the
          Plan Year.

7.   Section  6.02 is  hereby  amended  by the  addition  of the  following  new
     sentence at the end thereof:
<PAGE>

          Notwithstanding  the  preceding  sentence,  in the case of the  Annual
          Profit  Sharing  Contribution  with  regard to Fiscal Year 2004 (to be
          made during the Plan Year beginning  January 1, 2004),  there shall be
          no Annual Profit Sharing Contribution allocated to any Participant who
          is not in the  actual  employ of the  Employer  at the close of Fiscal
          Year 2004,  except that a Participant who retires,  dies, is Laid Off,
          becomes Disabled, or becomes an Inactive Participant during the Fiscal
          Year shall share in the  contributions and forfeitures for such Fiscal
          Year.

8.   Section  6.03A is hereby  amended  by the  addition  of the  following  new
     paragraph immediately before the final paragraph thereof :

          Solely for purposes of the applying the preceding sentence with regard
          to the Annual Profit Sharing  Contribution for Fiscal Year 2004 (to be
          made during the Plan Year beginning  January 1, 2004), "C" shall equal
          the amount of the Participant's  Compensation for Fiscal Year 2004 and
          "D" shall equal the total amount of Compensation  of all  Participants
          for such Fiscal Year.

9.   The second  sentence  of Section  6.04 is hereby  amended by  deleting  the
     period at the end thereof and inserting the following:

          (or would have been allocated  under Section 6.03A,  disregarding  the
          method for  allocating  the Annual  Profit  Sharing  Contribution  for
          Fiscal  Year 2004 and the  discontinuation  of Annual  Profit  Sharing
          Contributions thereafter).

<PAGE>

                                 AMENDMENT FIVE
                                     TO THE
                       NATIONAL SEMICONDUCTOR CORPORATION
                         RETIREMENT AND SAVINGS PROGRAM

     WHEREAS National Semiconductor Corporation (the "Employer") has adopted the
National Semiconductor  Corporation Retirement and Savings Program,  amended and
restated effective June 1, 1997 (the "Plan"); and;

     WHEREAS the Employer wishes to amend the Plan relating to minimum  required
distributions  in order to comply with the  requirements  of the final  Treasury
regulations under section 401(a)(9) of the Internal Revenue Code; and

     WHEREAS the Internal  Revenue Service has issued a model amendment for this
purpose; and

     WHEREAS Sections 16.03H and 21.02 of the Plan provides that the Plan may be
amended by the Employer, by action of its Board of Directors, or with respect to
administrative provisions, by action of the Committee;

     NOW, THEREFORE,  the Employer hereby adopts this Amendment Five as provided
below:

Minimum Distribution Requirements
---------------------------------

Section 1. General Rules.

1.1  Effective Date. The provisions of this amendment will apply for purposes of
     determining  required  minimum  distributions  for calendar years beginning
     with the 2003 calendar year.

1.2  Precedence.  The  requirements  of this amendment will take precedence over
     any inconsistent provisions of the Plan.

1.3  Requirements  of  Treasury  Regulations  Incorporated.   All  distributions
     required  under this  amendment  will be determined  and made in accordance
     with the  Treasury  regulations  under  section  401(a)(9)  of the Internal
     Revenue Code. -

1.4  TEFRA Section 242(b)(2) Elections.  Notwithstanding the other provisions of
     this amendment,  distributions  may be made under a designation made before
     January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity and
     Fiscal  Responsibility  Act  (TEFRA)  and the  provisions  of the Plan that
     relate to section 242(b)(2) of TEFRA.
<PAGE>

Section 2. Time and Manner of Distribution.

2.1  Required  Beginning  Date.  The  participant's   entire  interest  will  be
     distributed,  or begin to be distributed,  to the participant no later than
     the participant's required beginning date.

2.2  Death of Participant  Before  Distributions  Begin. If the participant dies
     before  distributions  begin,  the  participant's  entire  interest will be
     distributed, or begin to be distributed, no later than as follows:

     (a)  If  the  participant's  surviving  spouse  is the  participant's  sole
          designated  beneficiary,  then  distributions  to the surviving spouse
          will begin by December 31 of the calendar year  immediately  following
          the calendar year in which the participant  died, or by December 31 of
          the calendar year in which the participant  would have attained age 70
          1/2, if later.

     (b)  If the participant's  surviving spouse is not the  participant's  sole
          designated   beneficiary,   then   distributions   to  the  designated
          beneficiary will begin by December 31 of the calendar year immediately
          following the calendar year in which the participant died.

     (c)  If there is no designated  beneficiary  as of September 30 of the year
          following  the  year of the  participant's  death,  the  participant's
          entire  interest  will be  distributed  by December 31 of the calendar
          year containing the fifth anniversary of the participant's death.

     (d)  If  the  participant's  surviving  spouse  is the  participant's  sole
          designated  beneficiary  and  the  surviving  spouse  dies  after  the
          participant but before  distributions  to the surviving  spouse begin,
          this Section  2.2,  other than  Section  2.2(a),  will apply as if the
          surviving  spouse were the  participant.

     For  purposes of this  Section 2.2 and  Section 4,  unless  Section  2.2(d)
     applies,  distributions  are  considered  to  begin  on  the  participant's
     required  beginning  date. If Section  2.2(d)  applies,  distributions  are
     considered to begin on the date  distributions are required to begin to the
     surviving spouse under Section 2.2(a).  If  distributions  under an annuity
     purchased from an insurance company irrevocably commence to the participant
     before the participant's  required  beginning date (or to the participant's
     surviving spouse before the date distributions are required to begin to the
     surviving  spouse  under  Section  2.2(a)),   the  date  distributions  are
     considered to begin is the date distributions actually commence.
<PAGE>

2.3  Forms of Distribution.  Unless the participant's interest is distributed in
     the form of an annuity  purchased from an insurance  company or in a single
     sum on or before the required  beginning date, as of the first distribution
     calendar year  distributions will be made in accordance with Sections 3 and
     4 of this article. If the participant's interest is distributed in the form
     of an annuity purchased from an insurance company, distributions thereunder
     will be made in accordance with the  requirements  of section  401(a)(9) of
     the  Code  and  the  Treasury  regulations.

Section 3. Required Minimum Distributions During Participant's Lifetime.

3.1  Amount of Required  Minimum  Distribution  For Each  Distribution  Calendar
     Year.  During the participant's  lifetime,  the minimum amount that will be
     distributed for each distribution calendar year is the lesser of:

     (a)  the quotient obtained by dividing the participant's account balance by
          the  distribution  period in the Uniform  Lifetime  Table set forth in
          section   1.401(a)(9)-9  of  the  Treasury   regulations,   using  the
          participant's age as of the participant's birthday in the distribution
          calendar year; or

     (b)  if the participant's sole designated  beneficiary for the distribution
          calendar year is the  participant's  spouse,  the quotient obtained by
          dividing the participant's  account balance by the number in the Joint
          and Last  Survivor  Table set forth in  section  1.401(a)(9)-9  of the
          Treasury  regulations,  using the  participant's and spouse's attained
          ages  as  of  the   participant's   and  spouse's   birthdays  in  the
          distribution calendar year.

3.2  Lifetime   Required   Minimum   Distributions   Continue  Through  Year  of
     Participant's  Death.  Required  minimum  distributions  will be determined
     under this Section 3 beginning  with the first  distribution  calendar year
     and up to and  including the  distribution  calendar year that includes the
     participant's date of death

Section 4. Required Minimum Distributions After Participant's Death.

4.1 Death On or After Date Distributions Begin.

     (a)  Participant  Survived by Designated  Beneficiary.  If the  participant
          dies  on  or  after  the  date  distributions  begin  and  there  is a
          designated  beneficiary,  the minimum  amount that will be distributed
          for  each   distribution   calendar   year   after  the  year  of  the
          participant's   death  is  the  quotient   obtained  by  dividing  the
          participant's  account  balance  by the longer of the  remaining  life
          expectancy of the  participant or the remaining life expectancy of the
          participant's designated beneficiary, determined as follows:

          (1)  The  participant's  remaining life expectancy is calculated using
               the age of the  participant in the year of death,  reduced by one
               for each subsequent year.

          (2)  If the participant's  surviving spouse is the participant's  sole
               designated  beneficiary,  the  remaining  life  expectancy of the
               surviving  spouse is calculated  for each  distribution  calendar
               year  after  the  year  of  the  participant's  death  using  the
               surviving  spouse's age as of the spouse's birthday in that year.
               For  distribution  calendar years after the year of the surviving
               spouse's  death,  the remaining life  expectancy of the surviving
               spouse is calculated  using the age of the surviving spouse as of
               the spouse's birthday in the calendar year of the spouse's death,
               reduced by one for each subsequent calendar year.
<PAGE>

          (3)  If the  participant's  surviving spouse is not the  participant's
               sole  designated   beneficiary,   the  designated   beneficiary's
               remaining  life  expectancy  is  calculated  using the age of the
               beneficiary in the year  following the year of the  participant's
               death, reduced by one for each subsequent year.

     (b)  No Designated  Beneficiary.  If the  participant  dies on or after the
          date distributions begin and there is no designated  beneficiary as of
          September  30 of the year after the year of the  participant's  death,
          the minimum  amount  that will be  distributed  for each  distribution
          calendar  year  after  the  year  of the  participant's  death  is the
          quotient obtained by dividing the participant's account balance by the
          participant's  remaining life expectancy  calculated  using the age of
          the  participant  in the  year  of  death,  reduced  by one  for  each
          subsequent year.

4.2  Death Before Date Distributions Begin.

     (a)  Participant  Survived by Designated  Beneficiary.  If the  participant
          dies  before the date  distributions  begin and there is a  designated
          beneficiary,  the  minimum  amount that will be  distributed  for each
          distribution  calendar year after the year of the participant's  death
          is the quotient obtained by dividing the participant's account balance
          by the  remaining  life  expectancy  of the  participant's  designated
          beneficiary, determined as provided in Section 4.1.

     (b)  No Designated  Beneficiary.  If the  participant  dies before the date
          distributions  begin  and  there is no  designated  beneficiary  as of
          September  30 of the  year  following  the  year of the  participant's
          death,  distribution  of the  participant's  entire  interest  will be
          completed by December 31 of the  calendar  year  containing  the fifth
          anniversary of the participant's death.

     (c)  Death of Surviving Spouse Before Distributions to Surviving Spouse Are
          Required  to  Begin.   If  the   participant   dies  before  the  date
          distributions  begin,  the  participant's   surviving  spouse  is  the
          participant's  sole designated  beneficiary,  and the surviving spouse
          dies  before  distributions  are  required  to begin to the  surviving
          spouse  under  Section  2.2(a),  this Section 4.2 will apply as if the
          surviving spouse were the participant.

Section 5. Definitions.

5.1  Designated beneficiary. The individual who is designated as the beneficiary
     under  Section  1.05 of the Plan and is the  designated  beneficiary  under
     section  401(a)(9) of the Internal Revenue Code and section  1.401(a)(9)-1,
     Q&A-4, of the Treasury regulations.
<PAGE>

5.2  Distribution   calendar   year.  A  calendar   year  for  which  a  minimum
     distribution  is  required.   For   distributions   beginning   before  the
     participant's  death, the first distribution  calendar year is the calendar
     year   immediately   preceding  the  calendar   year  which   contains  the
     participant's  required  beginning date. For distributions  beginning after
     the  participant's  death,  the  first  distribution  calendar  year is the
     calendar  year in which  distributions  are required to begin under Section
     2.2.  The  required  minimum   distribution  for  the  participant's  first
     distribution  calendar  year  will be made on or before  the  participant's
     required  beginning  date.  The  required  minimum  distribution  for other
     distribution  calendar years,  including the required minimum  distribution
     for the  distribution  calendar  year in which the  participant's  required
     beginning  date  occurs,  will  be made on or  before  December  31 of that
     distribution calendar year.

5.3  Life  expectancy.  Life  expectancy  as  computed by use of the Single Life
     Table in section 1.401(a)(9)-9 of the Treasury regulations.

5.4  Participant's account balance. The account balance as of the last valuation
     date in the calendar year immediately  preceding the distribution  calendar
     year (valuation calendar year) increased by the amount of any contributions
     made and allocated or  forfeitures  allocated to the account  balance as of
     dates in the valuation calendar year after the valuation date and decreased
     by  distributions  made in the valuation  calendar year after the valuation
     date.  The account  balance for the  valuation  calendar  year includes any
     amounts  rolled over or  transferred  to the Plan  either in the  valuation
     calendar  year  or in the  distribution  calendar  year if  distributed  or
     transferred in the valuation calendar year.

5.5  Required beginning date. The date specified in Section 12.02.

<PAGE>

                                  AMENDMENT SIX
                                     TO THE
                       NATIONAL SEMICONDUCTOR CORPORATION
                         RETIREMENT AND SAVINGS PROGRAM

     WHEREAS National Semiconductor Corporation (the "Employer") has adopted the
National Semiconductor  Corporation Retirement and Savings Program,  amended and
restated effective June 1, 1997 (the "Plan"); and;

     WHEREAS  the  Employer  wishes to amend the Plan in order to adopt the safe
harbor method for  satisfying  the section  401(k) and 401(m)  nondiscrimination
tests; and

     WHEREAS Sections 16.03H and 21.02 of the Plan provides that the Plan may be
amended by the Employer, by action of its Board of Directors, or with respect to
administrative provisions, by action of the Committee;

     NOW,  THEREFORE,  the Employer hereby adopts this Amendment Six as provided
below:

1.   Section  2.11A is hereby  amended  by the  addition  of the  following  new
     paragraph at the end thereof:


          Effective January 1, 2004, Compensation means wages within the meaning
          of Section  3401(a) of the Code and all other payments of compensation
          to an Employee of the  Employer  for which the Employer is required to
          furnish  the  Employee a written  statement  under  Sections  6041(d),
          6051(a)(3),  and 6052 of the  Code.  Compensation  must be  determined
          without  regard to rules under Section  3401(a) of the Code that limit
          the remuneration  included in wages based on the nature or location of
          the  employment or the services  performed  (such as the exception for
          agricultural  labor in Section  3401(a)(2) of the Code).  Compensation
          shall also include amounts paid or made available during such year and
          shall include any elective  deferral (as defined in Section  402(g)(3)
          of the Code),  and any amount which is  contributed or deferred by the
          Employer at the election of the  Employee and which is not  includable
          in the gross  income of the  Employee  by  reason  of  Section  125 or
          132(f)(4) of the Code.  Notwithstanding  the  foregoing,  Compensation
          shall exclude all irregular or additional compensation (except for any
          type of additional  compensation  for Employees  working outside their
          regularly  scheduled tour of duty, such as overtime,  pay premiums for
          shift differential and call-in premiums).

2.   Article 13 is hereby  amended by adding the  following new Section 13.04 at
     the end thereof:

     13.04 ADP and ACP Test Safe Harbor.

     A.   Rules of Application.

               Effective  January 1, 2004,  the  Employer has elected to use the
               ADP and ACP Test Safe  Harbor.  The  provisions  of this  Section
               shall apply for the Plan Year and any provisions  relating to the
               actual deferral percentage test described in Section 401(k)(3) of
               the Code or the actual contribution  percentage test described in
               Section  401(m)(2)  of the Code do not apply.  To the extent that
               any  other  provision  of  the  Plan  is  inconsistent  with  the
               provisions  of this  Section,  the  provisions  of  this  Section
               govern.

     B.   ADP and ACP Test Safe Harbor Contribution.

          1.   The Employer  will  contribute  to the Plan for each Plan Year on
               behalf  of each  Eligible  Employee  the  Employer  Match  amount
               described under Section 5.03,  which amount shall constitute both
               an ADP and ACP Test Safe Harbor Contribution.

          2.   The  Participant's  accrued benefit derived from ADP and ACP Test
               Safe  Harbor  Contributions  is  nonforfeitable  and  may  not be
               distributed   earlier  than  separation   from  service,   death,
               disability, an event described in Section 401(k)(10) of the Code,
               or the attainment of age 59-1/2. In addition,  such contributions
               shall  satisfy  the  ADP  Test  Safe  Harbor  without  regard  to
               permitted disparity under Section 401(l) of the Code.

     C.   Definitions for purposes of this subsection,

          1.   "ACP Test Safe Harbor" is the method  described  in  subsection B
               for satisfying the ACP test of Section 401(m)(2) of the Code.

          2.   "ACP Test Safe  Harbor  Matching  Contribution"  is the  Employer
               Match described in Section 5.03.

          3.   "ADP Test Safe Harbor" is the method  described  in  subsection B
               for satisfying the ADP test of Section 401(k)(3) of the Code.

          4.   "ADP  Test  Safe  Harbor  Contribution"  is  the  Employer  Match
               described in Section 5.03.

          5.   "Eligible   Employee"   means  an   Employee   eligible  to  make
               Participant Elected  Contributions under the Plan for any part of
               the  Plan  Year or who  would  be  eligible  to make  Participant
               Elected  Contributions  but for a  suspension  due to a  hardship
               distribution or to statutory limitations, such as Sections 402(g)
               and 415 of the Code.
<PAGE>

     D.   Notice Requirement.

               At least 30 days, but not more than 90 days, before the beginning
               of the  Plan  Year,  the  Employer  will  provide  each  Eligible
               Employee  a  comprehensive  notice of the  Employee's  rights and
               obligations under the Plan,  written in a manner calculated to be
               understood  by the  average  Eligible  Employee.  If an  Employee
               becomes  eligible  after the 90th day before the beginning of the
               Plan Year and does not  receive the notice for that  reason,  the
               notice must be provided no more than 90 days before the  Employee
               becomes eligible but not later than the date the Employee becomes
               eligible.

     E.   Election Periods.

               In  addition to any other  election  periods  provided  under the
               plan,  each  Eligible  Employee  may make or  modify  a  deferral
               election during the 30-day period  immediately  following receipt
               of the notice described in subsection D above.
<PAGE>


                                 AMENDMENT SEVEN
                                     TO THE
                       NATIONAL SEMICONDUCTOR CORPORATION
                         RETIREMENT AND SAVINGS PROGRAM

     WHEREAS National Semiconductor Corporation (the "Employer") has adopted the
National Semiconductor  Corporation Retirement and Savings Program,  amended and
restated effective June 1, 1997 (the "Plan"); and;

     WHEREAS the Employer wishes to amend the Plan in order to give Participants
the opportunity to self direct the investment of all of their Accounts under the
Plan; and

     WHEREAS  Sections 16.03H and 21.02 of the Plan provide that the Plan may be
amended by the Employer, by action of its Board of Directors, or with respect to
administrative provisions, by action of the Committee;

     NOW, THEREFORE, the Employer hereby adopts this Amendment Seven as provided
below,  effective on the date the final Annual Profit  Sharing  Contribution  is
made for Fiscal Year 2004:

1.   Section 2.31 is hereby amended in its entirety as follows:

          NSC Stock  Fund means the fund  consisting  of shares of NSC Stock and
          short-term liquid investments,  which is maintained by the Trustee for
          the  investment  of  Participants'  Accounts  which are directed to be
          invested in NSC Stock.  Each  Participant's  interest in the NSC Stock
          Fund shall be measured in units of  participation,  rather than shares
          of NSC Stock.  Such units shall represent a proportionate  interest in
          all of the assets of the NSC Stock Fund in  accordance  with the Trust
          Agreement.

2.   Section 7.02 is hereby amended in its entirety as follows:

          All amounts in each Participant's Accounts shall be invested in one or
          a  combination  of the  available  Investment  Funds  selected  by the
          Committee,  in accordance  with the election of such  Participant  (or
          Beneficiary,  if  applicable),  made  pursuant to this Article VII and
          pursuant to Section  404(c) of ERISA.  This Plan permits  Participants
          and  Beneficiaries  to  exercise  control  over  the  assets  in their
          accounts  in a manner  that is  intended  to bring the Plan within the
          rules of  Section  404(c) of ERISA.  Fiduciaries  of the Plan shall be
          relieved of liability  for any losses or by reason of any breach which
          results from the  Participant's or  Beneficiary's  exercise of control
          under this Section.



</TEXT>
</DOCUMENT>
