NATIONAL SEMICONDUCTOR CORP
EXHIBIT 10.1 NSC DEFERRED COMPENSATION PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>form10q_0403exha.txt
<DESCRIPTION>EXHIBIT 10.1 NSC DEFERRED COMPENSATION PLAN
<TEXT>
                                                                   Exhibit 10.1


                       NATIONAL SEMICONDUCTOR CORPORATION
                           DEFERRED COMPENSATION PLAN




                             Effective June 1, 2001
              (As Amended and Restated Effective November 1, 2001)



<PAGE>


                       NATIONAL SEMICONDUCTOR CORPORATION
                           DEFERRED COMPENSATION PLAN
                                  PLAN DOCUMENT
           (AS AMENDED AND RESTATED EFFECTIVE AS OF NOVEMBER 1, 2001)



THIS  DEFERRED   COMPENSATION  PLAN  ("Plan")  originally  adopted  by  National
Semiconductor  Corporation,  a corporation organized and existing under the laws
of the State of Delaware,  (hereinafter referred to as the "Employer") effective
as of June 1, 2001, as hereby  amended and restated  effective as of November 1,
2001:

WITNESSETH:

WHEREAS,  the Employer  adopted  this Plan to  consolidate  previously  deferred
incentive  awards  under the Key Employee  Incentive  Plan  ("KEIP"),  Executive
Officer  Incentive  Plan  ("EOIP"),  and Key Employee Bonus Plan ("KEBP") and to
continue to allow certain participants in the KEIP and EOIP the ability to defer
payment of their incentive awards under those plans; and

WHEREAS,  the Employer's Benefit  Restoration Plan ("BRP") previously  permitted
certain BRP  participants  to defer up to 30% of  Compensation as Annual Savings
Restoration  Amounts and provided Annual Profit Sharing  Restoration Amounts for
participants  whose  benefits  under  the  National  Semiconductor   Corporation
Retirement and Savings Program (RASP) were limited by the Internal Revenue Code;
and

WHEREAS, the Employer desires to combine into the Plan the provisions of the BRP
that permit the deferral of  Compensation  and provide for Annual Profit Sharing
Restoration  Amounts, in order to create a single plan and to provide additional
flexibility with respect to future deferrals; and

WHEREAS,  the Employer  also  desires to transfer  Annual  Matching  Restoration
Amounts,   Annual  Profit  Sharing   Restoration   Amounts  and  Annual  Savings
Restoration  Amounts  previously  accrued under the BRP so that they may be held
under a single plan; and

WHEREAS,  the Employer  wishes to amend and restate the Plan in order to achieve
the goals set forth above;

NOW, THEREFORE,  in consideration of the promises herein contained, it is hereby
declared as follows:

<PAGE>


                                    ARTICLE 1

DEFINITIONS

When used  herein,  the words and  phrases  defined  hereinafter  shall have the
following meaning unless a different meaning is clearly required by the context.

1.01 "Account"  shall mean the Account  established  pursuant to Section 3.05 of
     the Plan.

1.02 "Annual Matching  Restoration  Amount" shall mean the amount (as previously
     defined under the BRP) that  remained to the credit of a Participant  under
     the BRP as of October  31,  2001 and which will no longer be payable  under
     the BRP  after  October  31,  2001.  Once  this  amount  is  credited  to a
     Participant  Account under the Plan, a Participant  will no longer have any
     right to the amount previously  credited under the BRP. In no event shall a
     Participant  be  entitled  to the amount  credited  under this Plan and the
     amount that was  credited to an account  under the BRP prior to November 1,
     2001.

1.03 "Annual Profit Sharing Restoration Amount" shall mean the amount determined
     in accordance with Section 3.02 of this Plan.

     Such amount shall also include the Annual Profit Sharing Restoration Amount
     that  remained to the credit of a  Participant  under the BRP as of October
     31,  2001 and which will no longer be payable  under the BRP after  October
     31, 2001.  Once this amount is credited to a Participant  Account under the
     Plan, a Participant will no longer have any right to the amount  previously
     credited  under the BRP. In no event shall a Participant be entitled to the
     amount  credited  under this Plan and the amount  that was  credited  to an
     account under the BRP prior to November 1, 2001.

1.04 "Annual  Savings  Restoration  Amount" shall mean the amount (as previously
     defined under the BRP) that  remained to the credit of a Participant  under
     the BRP as of October 31, 2001,  and which will no longer be payable  under
     the BRP  after  October  31,  2001.  Once  this  amount  is  credited  to a
     Participant  Account under the Plan, a Participant  will no longer have any
     right to the amount previously  credited under the BRP. In no event shall a
     Participant  be  entitled  to the amount  credited  under this Plan and the
     amount that was  credited to an account  under the BRP prior to November 1,
     2001.

1.05 "Beneficiary"  shall  mean the  person  or  persons  last  designated  by a
     Participant,  by written notice filed with the Committee, to receive a Plan
     Benefit upon his or her death. A new  Beneficiary  designation  may be made
     with  respect  to  each  Deferred   Incentive   Award  Amount  or  Deferred
     Compensation Amount class year subaccount. In the event a Participant fails
     to designate a person or persons as provided  above or if no Beneficiary so
     designated  survives the  Participant,  then for all purposes of this Plan,
     the Beneficiary  shall be the person(s)  designated as the beneficiaries by
     the Participant under the RASP, or, if none, the Participant's estate.

1.06 "Benefits" shall mean the value of the Participant's Account as credited to
     the  investment   options  selected  by  the  Participant  from  among  the
     investment  options authorized by the Committee from time-to-time under the
     Plan as reflected in the records of the Participant's  Account as described
     in Sections 3.05 and 3.06 of the Plan.

1.07 "Board"  shall  mean  the  Board of  Directors  of  National  Semiconductor
     Corporation.

1.08 "BRP" shall mean the National Semiconductor Corporation Benefit Restoration
     Plan.

1.09 "Committee"  shall mean The Retirement and Savings  Program  Administrative
     Committee.

1.10 "Compensation" shall mean the sum of:

     (a)  the Employee's  basic or regular rate of compensation for each payroll
          period  during that  portion of a Plan Year in which the Employee is a
          Participant in the Plan, plus

     (b)  all overtime,  lead time,  sales  commissions  and shift  differential
          income  received  during  that  portion  of a Plan  Year in which  the
          Employee is a Participant in the Plan.

         Compensation does not include Incentive Awards.

1.11 "Deferred   Compensation  Amount"  shall  mean  the  amount  determined  in
     accordance with Section 3.04 of this Plan.

1.12 "Deferred  Incentive Award Amount" shall mean the amount of a Participant's
     Incentive  Award that is deferred with respect to a particular  fiscal year
     of the Employer as determined in accordance with Section 3.03 of this Plan.

          Such amount also includes amounts credited to a Participant Account in
          the Plan as of June 1, 2001 from amounts  that  remained to the credit
          of a Participant  under the provisions of the KEIP, EOIP or KEBP as of
          May 31,  2001.  In no event  shall a  Participant  be  entitled to the
          amount credited under this Plan and the amount that was credited to an
          account under the KEIP, EOIP or KEBP prior to June 1, 2001.

1.13 "Effective  Date"  shall  mean June 1,  2001,  except  that the  provisions
     relating to the deferral of Compensation, Annual Profit Sharing Restoration
     Amounts and the consolidation of prior Annual Matching Restoration Amounts,
     prior Annual Profit Sharing Restoration  Amounts,  and prior Annual Savings
     Restoration  Amounts  under  the BRP  which  remained  to the  credit  of a
     participant in the BRP as of October 31, 2001, shall be effective  November
     1, 2001.

1.14 "Employer" shall mean National Semiconductor Corporation.

1.15 "Incentive Award" shall mean the amount payable to an Employee either under
     the  Employer's  Executive  Officer  Incentive  Plan (EOIP) or Key Employee
     Incentive Plan (KEIP) from June 1, 2001 forward.

1.16 "Participant" shall mean an eligible Employee of the Employer who satisfies
     the eligibility requirements of Section 2.01 of the Plan.

1.17 "Plan"  shall  mean  the  National   Semiconductor   Corporation   Deferred
     Compensation Plan, as amended from time to time.

1.18 "Plan Year" shall mean the Employer's fiscal year.

1.19 "RASP" shall mean the National  Semiconductor  Corporation  Retirement  and
     Savings Program,  or any successor plan (or plans) thereto.  In the case of
     any  successor  plan,  references  herein to  Sections of the RASP shall be
     interpreted as corresponding Sections under the successor plan.

1.20 Capitalized  Terms not defined herein shall have the meaning  attributed to
     them in the RASP.

<PAGE>


                                   ARTICLE II

ELIGIBILITY

2.01     Eligibility

          A.   Annual Profit Sharing Restoration Amount

               An Employee shall be eligible to receive an Annual Profit Sharing
               Restoration  Amount in any Plan Year in which he qualifies for an
               allocation of the Employer's  Annual Profit Sharing  Contribution
               as a  participant  under  the  RASP,  but the  amount of the RASP
               benefit  to which he is  entitled  is  reduced  by  reason of the
               application of the limitations  set forth in Sections  401(a)(17)
               or  415(c)(1)(A)  of  the  Code  as  applied  to  the  Employee's
               compensation  under  the RASP,  or is  reduced  by the  amount of
               Compensation deferred pursuant to Section 2.02 of the Plan.

          B.   Deferred Compensation Amount

               An  Employee   shall  be  eligible  to  make   deferrals  of  his
               Compensation  under  the  Plan  if he is on the  Employer's  U.S.
               payroll,  and (i)  holds a 39xx or  higher  job code and (ii) has
               made the maximum  permitted  deferral  under the RASP  (provided,
               however, that this requirement shall not apply to an Employee who
               holds  both a 43xx or  higher  job code  and a job  title of vice
               president or above),  or such other criteria as is established by
               the Committee for eligibility.

          C.   Deferred Incentive Award Amount

               An Employee  shall be eligible to make deferrals of his Incentive
               Award under the Plan if he is on the Employer's U.S. payroll, and
               holds a 39xx or higher  job code,  or such other  criteria  as is
               established by the Committee for eligibility.

2.02     Enrollment

          A.   Annual Profit Sharing Restoration Amount

               An  eligible  Employee  is  automatically  enrolled in the Annual
               Profit Sharing Restoration Amount portion of this Plan.

          B.   Deferred Compensation Amount

               A  Participant  may enroll in the Plan for  purposes of deferring
               Compensation by November 30, or such other date that is specified
               by the  Committee  ("enrollment  date"),  prior to the end of any
               calendar  year,  to be  effective  as of  January  1, of the next
               succeeding  calendar  year, by using such  enrollment  process as
               established  by the Committee for this purpose.  Such  enrollment
               process shall  provide for the election of the  percentage of the
               Compensation   that  shall  be   deferred,   the  timing  of  the
               commencement of deferrals (in accordance with Section 3.04),  the
               timing for payment of  Compensation  (in accordance  with Section
               4.01),  and the form of payment of  Compensation  (in  accordance
               with Section 4.05).

               1.   Once a Participant  has enrolled in the Plan for the purpose
                    of deferring Compensation (or previously enrolled in the BRP
                    for purposes of Annual  Savings  Restoration  Amounts),  the
                    election  made by the  Participant  shall  remain  in effect
                    until the Participant modifies or revokes his election.  Any
                    modification or revocation by the  Participant  must be made
                    by the  enrollment  date of the calendar year  preceding the
                    effective date of such modification or revocation.

               2.   An  Employee   hired  during  a  Plan  Year  who  meets  the
                    eligibility  requirements  of Section 2.01 of the Plan,  may
                    make  an  election,   prior  to  the  date  the   Employee's
                    employment  commences,  to begin participation 30 days after
                    the Employee's  date of employment.  Otherwise,  an Employee
                    who  becomes  eligible  after  an  enrollment  date  will be
                    required to wait until the next available enrollment date to
                    participate in the Plan.

          C.   Deferred Incentive Award Amount

               A Participant may enroll in the Plan for purposes of deferring an
               Incentive  Award with respect to a particular  fiscal year of the
               Employer  no later than 30 days before the end of the fiscal year
               of the  Employer,  or such  other date that is  specified  by the
               Committee, by using such enrollment process as established by the
               Committee for this purpose. Such enrollment process shall provide
               for the election of the  percentage of the  Incentive  Award that
               shall be deferred,  the timing for payment of the Incentive Award
               (in accordance with Section 4.01), and the form of payment of the
               Incentive Award (in accordance with Section 4.05). A new election
               must be completed for each fiscal year for which a deferral of an
               Incentive Award is desired.


<PAGE>


                                   ARTICLE III

BENEFITS


3.01     Benefits

The maximum  Benefits  under this Plan to which a Participant  shall be entitled
shall be equal to the sum of:

          (a)  the  Participant's   Annual  Profit  Sharing  Restoration  Amount
               credited  pursuant  to  Section  3.02  (and  previously  credited
               amounts as described in Section 1.03);

          (b)  the  Participant's   Deferred  Incentive  Award  Amount  credited
               pursuant  to Section  3.03 (and  previously  credited  amounts as
               described in Section 1.12);

          (c)  the Participant's  Deferred Compensation Amount credited pursuant
               to Section 3.04;

          (d)  the Participant's Annual Savings Restoration Amount;

          (e)  the Participant's Annual Matching Restoration Amount; and

          (f)  earnings  and losses  credited  to the  Participant's  Account in
               accordance with Section 3.06.

3.02     Annual Profit Sharing Restoration Amount

The Annual Profit  Sharing  Restoration  Amount to which a Participant  shall be
entitled to for a Plan Year shall be an amount equal to the  difference,  if any
between (a) and (b) below:

          (a)  The amount of the Employer's Annual Profit Sharing  Contribution,
               which would have been  allocated to a Participant  under the RASP
               if  the  Annual  Profit  Sharing   Contribution  were  determined
               pursuant to Section 5.01 B.3. of the RASP and the allocation were
               determined  pursuant  to  Section  6.03 A. of the RASP 1) without
               giving  any  effect  to  the  limitations   imposed  by  sections
               401(a)(17) and 415 of the Code, as now or hereafter in effect and
               2) by including the amount of Compensation  deferred  pursuant to
               Section 2.02 of the Plan; less

          (b)  The amount of the Employer's  Annual Profit Sharing  Contribution
               allocated to the Participant under the RASP.

3.03     Deferred Incentive Award Amounts

The Deferred  Incentive  Award Amount which shall be credited to a Participant's
Account  for a Plan Year,  shall be equal to the amount of the  Incentive  Award
with respect to the Employer's  fiscal year ending  immediately  before the Plan
Year  that a  Participant  has  agreed to defer  under  this  Plan  pursuant  to
procedures  established  by the  Committee.  A  Participant  may  agree to defer
receipt  of up to 100% of his  Incentive  Award with  respect to the  Employer's
fiscal year ending immediately before the Plan Year.

3.04     Deferred Compensation Amounts

In the case of a Participant who holds a job code of 39xx or above,  the maximum
Deferred  Compensation  Amount  shall  be  equal  to 30%  of  the  Participant's
Compensation  beginning  as of the pay date in which the  Participant  makes the
maximum  contributions  to the RASP  permitted  under section 402(g) of the Code
through  to the end of the  calendar  year in which the  Participant's  deferral
election  applies.  Such  Participant  may  elect any  whole  percentage  of his
Compensation between 0% and 30%.

In the case of a  Participant  holding  both a 43xx or higher job code and a job
title of vice president or above, the maximum Deferred Compensation Amount shall
be equal to 50% of the  Participant's  Compensation for the entire calendar year
in which the Participant's election applies,  allowing deferrals to start at the
beginning  of  a  calendar  year  before  a  Participant   reaches  the  maximum
contributions  to the RASP  permitted  under  section  402(g) of the Code if the
Participant so chooses.  Such  Participant may elect any whole percentage of his
Compensation between 0% and 50%.

3.05     Participant's Account

The Employer shall create and maintain  adequate records to reflect the interest
of each Participant in the Plan. Such records shall be in the form of individual
Accounts.  When appropriate,  a Participant's  Account shall consist of separate
calendar  class  year  subaccounts  with  respect  to each Plan Year for which a
Deferred  Incentive  Award  Amount or Deferred  Compensation  Amount is credited
under the Plan. Such Accounts shall be kept for recordkeeping  purposes only and
shall reflect amounts allocated under Section 3.07,  distributions under Article
IV, and divestments under Section 6.07. Any Accounts  maintained in trust by the
Employer  shall not be construed as providing  for assets to be held in trust or
escrow or any other form of asset segregation for the Participant or Beneficiary
to whom benefits are to be paid pursuant to the terms of the Plan.

3.06     Allocation to Participant Account

The  Participant's  Deferred  Incentive  Award Amount and Deferred  Compensation
Amount  shall be credited to the  Participant's  Account as of the paydate  such
amount  would have been paid to such  Participant  absent a  deferral  under the
Plan.

The Participant's  Annual Profit Sharing Restoration Amount shall be credited to
the  Participant's  Account  as of the same date as the  Annual  Profit  Sharing
Contribution is credited under the RASP.

The Participant's Annual Savings Restoration Amount, Annual Matching Restoration
Amount and Annual Profit Sharing  Restoration  Amount previously  credited under
the BRP shall be credited to the Participant's Account as of the Effective Date.

Each  Participant  may advise  the  Committee,  in  accordance  with  procedures
established by the Committee, on how he wishes his Account to be allocated among
the  investment  options  authorized  by the  Committee  and such  Participant's
Account  shall be  credited  with  earnings  and losses at such time and in such
manner as determined  in the sole  discretion of the Committee and shall reflect
the allocation of investments  made there under.  The Participant may change his
investment   allocation  in  accordance  with  procedures   established  by  the
Committee.  Notwithstanding  the foregoing,  the Committee reserves the right to
determine  the Plan's  investment  options and the  specific  process for making
investments without regard to the advice received from Participants.

3.07     Vested Percentage

Notwithstanding  anything  herein to the contrary,  a Participant  shall be 100%
vested  at all  times in his  Deferred  Incentive  Award  Amount,  his  Deferred
Compensation Amount,  Annual Savings Restoration Amount, and his Annual Matching
Restoration Amount.

A Participant shall be vested in his Annual Profit Sharing Restoration Amount in
accordance with Section 8.01(A) of the RASP; provided,  however,  that forfeited
amounts shall not be reallocated among Plan Participants,  or be restored to the
forfeiting Participant upon reemployment.

3.08.    Benefits Under Prior Plans

In no event shall a  Participant  be entitled to the same amount under this Plan
and the KEIP, EIOP, KEBP, or BRP.

<PAGE>

                                   ARTICLE IV

DISTRIBUTION OF BENEFITS

4.01     Benefit Commencement Date

Except as  provided  in Section  4.04,  Benefits  under the Plan may not be paid
prior to the earlier of:

          (a)  the  Participant's  termination  of  employment  (as  provided in
               Section 4.02);  or

          (b)  in the case of a  Deferred  Incentive  Award  Amount or  Deferred
               Compensation  Amount, a date  pre-selected by the Participant (as
               provided in Section 4.03),  in accordance  with the election made
               by the Participant pursuant to Section 2.02.

If an election is made to have Benefits  commence on a date  pre-selected by the
Participant  (as provided in Section 4.03),  such election  subsequently  may be
modified to defer payment until the Participant's  termination of employment (as
provided in Section 4.02),  provided such election  modification  is made by the
Participant in writing at least 12 months prior to the pre-selected date.

4.02     Termination of Employment

Except as otherwise provided in Section 4.01 and 4.03 of this Article,  Benefits
shall be distributed  upon  termination of employment for any reason  (including
retirement, disability, death, or reduction-in-force). However, in the case of a
termination of employment  because of a disposition of substantially  all of the
assets of a line of business or a disposition  of the  Employer's  interest in a
subsidiary,  if the Employer and the acquiring  company so agree,  a Participant
that would  continue in a similar  position with the  acquiring  company will be
given the opportunity to elect  sufficiently in advance of such disposition,  to
have his Benefits  transferred  to a  nonqualified  deferred  compensation  plan
maintained  by the  acquiring  company.  If the  Participant  makes the election
described  in the  preceding  sentence,  and the  Participant's  Benefits are so
transferred,  the  Participant's  rights  under  this Plan shall  cease.  If the
Participant does not make such an election,  the Participant's Benefits shall be
paid as they otherwise would in the case of a termination of employment.

4.03     Date Pre-Selected by the Participant

A Participant may elect to have payment of a Deferred  Compensation  Amount or a
Deferred  Incentive  Award Amount for a particular Plan Year (except that in the
case of a Deferred  Incentive  Award Amount  deferred prior to June 1, 2001, all
such amounts must be subject to the same election) commence prior to termination
of employment, provided that the commencement date is at least two full calendar
years after the end of the calendar year in which the Deferred  Incentive  Award
Amount or Deferred  Compensation  Amount  otherwise  would have been paid to the
Participant  absent the  deferral  under this Plan.  For  example,  payment of a
Deferred Incentive Award Amount or a Deferred Compensation Amount that otherwise
would have been paid to the  Participant  in 2002 may be  deferred  to a date no
earlier than January 1, 2005.

4.04     Hardship

Payment of part or all of the Benefits under this Plan may be accelerated in the
case of severe hardship,  which shall mean an emergency or unexpected  situation
in the Participant's financial affairs,  including,  but not limited to, illness
or accident  involving the  Participant or any of the  Participant's  dependents
(within  the  meaning of  Section  152(a) of the  Internal  Revenue  Code).  All
payments in case of  hardship  must be  approved  by the  Committee  and will be
limited to the amount necessary to meet the severe hardship.

4.05     Form of Payment

Benefits  shall be  distributed  to a  Participant  in either a lump sum,  or in
annual  installment  payments  of at least two (2) years,  but not more than ten
(10) years, in accordance with the election made by the Participant  pursuant to
Section 2.02; provided,  however, that the Participant's  election under Section
2.02 as to the form of payment  of  Benefits  subsequently  may be  modified  to
provide  for  another  permissible  form of  payment,  so long as such  election
modification is made by the Participant in writing at least 90 days prior to the
date the payment of Benefits commences under Section 4.01.

Notwithstanding the preceding  paragraph,  a Participant's Annual Profit Sharing
Restoration  Amount,  Annual Savings  Restoration  Amount,  and Annual  Matching
Restoration  Amount may not be paid in  installments  unless the  Participant is
eligible to retire under Section 9.01 of the RASP.

If installment payments are elected, the first installment shall be made as soon
as is administratively  feasible after the event giving rise to the distribution
and  all  subsequent  installments  shall  be  paid  at the  beginning  of  each
subsequent  calendar  year  as  soon  as is  administratively  feasible.  Annual
installment  payments  shall be equal to the  then  remaining  Account  balance,
divided by the  number of years  remaining  in the  installment  period.  To the
extent Benefits are not paid in  installments,  the Account balance will be paid
in a lump sum in the month following the event giving rise to the  distribution,
or as soon as is administratively  feasible.  Notwithstanding the foregoing, the
Committee,  in its sole  discretion,  may  accelerate  any  installment  payment
election upon the Participant's termination of employment.

4.06     Beneficiary Entitlement

In the  event  a  Participant  entitled  to  installment  payments  dies  before
receiving all Benefits under the Plan, the unpaid balance will be paid in a lump
sum to such Participant's  Beneficiary as soon as is  administratively  feasible
following the Participant's death.


<PAGE>


                                    ARTICLE V

ADMINISTRATION; AMENDMENTS AND TERMINATION; RIGHTS AGAINST THE COMPANY

5.01     Administration

The  Committee  shall  administer  this  Plan.  With  respect  to the Plan,  the
Committee  shall have, and shall exercise and perform,  all the powers,  rights,
authorities  and  duties  set forth in the RASP  with the same  effect as if set
forth in full herein with respect to this Plan.  Except as  expressly  set forth
herein,  any  determination or decision by the Committee shall be conclusive and
binding  on all  persons  who at any time  have or  claim  to have any  interest
whatsoever under this Plan.

5.02 Amendment and Termination Prior to a Change in Control

The  Employer,  solely,  and  without  the  approval  of  the  Committee  or any
Participant or Beneficiary,  shall have the right to amend this Plan at any time
and from  time-to-time.  Any such amendment shall become effective upon the date
stated  therein.  Notwithstanding  the foregoing,  no amendment  shall adversely
affect the rights of any Participant or Beneficiary who was previously receiving
Benefits  under this Plan to continue to receive  such  Benefits or of all other
Participants and  Beneficiaries to receive the Benefits  promised under the Plan
immediately  prior to the later of the effective date or the date of adoption of
the amendment.

The  Employer  has  established  this  Plan  with the bona  fide  intention  and
expectation  that from  year-to-year it will deem it advisable to continue it in
effect.  However,  circumstances  not now foreseen or  circumstances  beyond the
Employer's  control may make it impossible or  inadvisable to continue the Plan.
Therefore, the Employer, in its sole discretion, reserves the right to terminate
the Plan in its entirety at any time; provided,  however, that in such event any
Participant or Beneficiary who was receiving  benefits under this Plan as of the
termination  date,  shall  continue  to  receive  such  Benefits,  and all other
Participants  and  Beneficiaries  shall remain  entitled to receive the Benefits
promised under the Plan immediately prior to the termination of the Plan.

5.03 Rights Against the Employer

The  establishment  of  this  Plan  shall  not be  construed  as  giving  to any
Participant,   Beneficiary,  Employee  or  any  person  whomsoever,  any  legal,
equitable or other rights  against the  Employer,  or its  officers,  directors,
agents or  shareholders,  except as  specifically  provided  for herein,  or its
giving to any Participant  any equity or other interest in the assets,  business
or shares of the Employer or giving any Employee the right to be retained in the
employment of the Employer.  All terms relating to Incentive  Awards that do not
involve the  deferral of receipt of such awards shall be governed by the KEIP or
EOIP,  as the case may be. All Employees  and  Participants  shall be subject to
discharge  to the same  extent  that they would have been if this Plan had never
been  adopted.  Subject to the rights of the Employer to terminate  this Plan or
any benefit  hereunder,  the rights of a Participant  hereunder  shall be solely
those of an unsecured creditor of the Employer.

<PAGE>


                                   ARTICLE VI

GENERAL AND MISCELLANEOUS

6.01     Spendthrift Clause

No right,  title or  interest of any kind in the Plan shall be  transferable  or
assignable by any  Participant  or Beneficiary or any other person or be subject
to alienation, anticipation,  encumbrance, garnishment, attachment, execution or
levy of any kind,  whether  voluntary or  involuntary.  Any attempt to alienate,
sell, transfer, assign, pledge, garnish, attach or otherwise encumber or dispose
of any interest in the Plan shall be void.

6.02     Severability

In the event  that any  provision  of this Plan  shall be  declared  illegal  or
invalid for any  reason,  said  illegality  or  invalidity  shall not affect the
remaining  provisions of this Plan but shall be fully  severable,  and this Plan
shall be  construed  and enforced as if said  illegal or invalid  provision  had
never been inserted herein.

6.03     Construction of Plan

The article and section  headings and numbers are included only for  convenience
of reference and are not to be taken as limiting or extending the meaning of any
of the terms and provisions of this Plan.  Whenever  appropriate,  words used in
the singular shall include the plural or the plural may be read as the singular.

6.04     Gender

The personal  pronoun of the  masculine  gender shall be  understood to apply to
women  as well as men  except  where  specific  reference  is made to one or the
other.

6.05     Governing Law

THE  VALIDITY  AND  EFFECT OF THIS PLAN AND THE RIGHTS  AND  OBLIGATIONS  OF ALL
PERSONS AFFECTED HEREBY SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE
LAWS OF THE  UNITED  STATES  AND THE LAWS OF THE  STATE OF  CALIFORNIA,  WITHOUT
REGARD TO ITS OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS.

6.06     Unfunded Top Hat Plan

It is the Employer's  intention that this Plan be a Top Hat Plan,  defined as an
unfunded  plan  maintained  primarily  for the  purpose  of  providing  deferred
compensation for a select group of management or highly  compensated  employees,
as  provided  in Sections  201(2),  301(a)(3),  and  401(a)(1)  of the  Employee
Retirement  Income  Security  Act of 1974,  as amended  from  time-to-time.  The
Employer  may  establish  and fund one or more  trusts for the purpose of paying
some or all of the benefits promised to Participants and Beneficiaries under the
Plan;  provided,  however,  that (i) any  such  trust(s)  shall at all  times be
subject to the claims of the  Employer's  general  creditors in the event of the
insolvency or bankruptcy of the Employer,  and (ii) notwithstanding the creation
or funding of any such trust(s),  the Employer shall remain primarily liable for
any  obligation  hereunder.   Notwithstanding  the  establishment  of  any  such
trust(s),  the Participants and Beneficiaries  shall have no preferred claim on,
or any beneficial  ownership interest in, any assets of any such trust or of the
Employer.

6.07     Divestment for Cause

Notwithstanding any other provisions of this Plan to the contrary,  the right of
any Participant,  former  Participant,  or Beneficiary of either, to receive any
Benefits,  or to have paid to any other person any Benefits, or the right of any
such other person to receive any Benefits  under this Plan,  shall be forfeited,
if such Participant's  employment with the Employer is terminated because of, or
the  Participant  is  discovered  to  have  engaged  in,  fraud,   embezzlement,
dishonesty  against  the  Employer,  obtaining  funds or  property  under  false
pretenses,  assisting a competitor without  permission,  or interfering with the
relationship  of the  Employer or any  subsidiary  or  affiliate  thereof with a
customer.  A Participant's or Beneficiary's  Benefits shall be forfeited for any
of the above reasons  regardless  of whether such act is discovered  prior to or
subsequent to the Participant's  termination from the Employer or the payment of
Benefits  under the Plan.  If  payment  has been  made,  such  payment  shall be
restored to the Employer by the Participant or Beneficiary.

<PAGE>

ERISA RIGHTS

This  Plan is  intended  to  provide  benefits  for a  select  group  of  highly
compensated  employees  within the  meaning of the  Employee  Retirement  Income
Security  Act of  1974  (ERISA).  However,  it is not  subject  to  most  of the
requirements or protection of ERISA nor is the Plan eligible for insurance under
Title IV of  ERISA.  Furthermore,  the  Plan is  considered  to be an  unfunded,
non-qualified plan for purposes of complying with the Internal Revenue Code.


<PAGE>


PLAN NAME:

NATIONAL SEMICONDUCTOR CORPORATION
DEFERRED COMPENSATION PLAN

PLAN SPONSOR:                                       Employer I.D. Number (EIN):

National Semiconductor Corporation                  EIN:  95-2095071
2900 Semiconductor Drive
P.O.Box 58090
Santa Clara, CA  95052-8090
(408) 721-6431

PLAN NUMBER:

006

PLAN YEAR:

The Plan Year is the fiscal year.  Plan records are  maintained  on the basis of
this Plan Year.

PLAN ADMINISTRATOR:

Retirement and Savings Program Administrative Committee
C/o Corporate Benefits
National Semiconductor Corporation
2900 Semiconductor Drive
P. O. Box 58090, M/S C1-195
Santa Clara, CA  95052-8090
(408) 721-6431

TYPE OF PLAN:

The  Plan  is a  non-qualified  deferred  compensation  plan  for  selected  key
employees of National Semiconductor Corporation.

Agent for Service of Legal Process:

Legal process should be served on the Employer's Corporate Secretary or the Plan
Administrator  in care of the  Retirement  Plans  Administration  Office  at the
Employer's address.

FUNDING MEDIUM:

The Plan is  unfunded  and  Benefits  are paid from the Plan  sponsor's  general
assets.


</TEXT>
</DOCUMENT>
