TXN - 12.31.2011 - Exhibit 3(j)

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Texas Instruments (TXN)

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TXN - 12.31.2011 - Exhibit 3(j)

EXHIBIT 3(j)

CERTIFICATE OF ELIMINATION OF

PARTICIPATING CUMULATIVE PREFERRED STOCK

OF TEXAS INSTRUMENTS INCORPORATED

Pursuant to Section 151(g)

of the General Corporation Law

of the State of Delaware

Texas Instruments Incorporated, a corporation organized and existing

under the laws of the State of Delaware, in accordance with the provisions of

Section 151(g) of the General Corporation Law of the State of Delaware, hereby

certifies as follows:

1. That the Company filed on June 22, 1988 in the office of the

Secretary of State of Delaware, a Certificate of Designation, which established

the voting powers, designations, preferences and relative, participating and

other rights, and the qualifications, limitations or restrictions, of the

Company's Participating Cumulative Preferred Stock.

2. That no shares of said Participating Cumulative Preferred Stock are

outstanding and no shares thereof will be issued.

3. That, at a duly called meeting of the Board of Directors of the

Company, the following resolution was adopted:

RESOLVED, that the appropriate officers of the Company are hereby

authorized and directed to file a Certificate with the office of

the Secretary of State of Delaware setting forth a copy of this

resolution whereupon all reference to the Participating Cumulative

Preferred Stock, as established by a Certificate of Designation

filed in the office of the Secretary of State of Delaware on June

22, 1988, no shares of which are outstanding and no shares of which

will be issued, shall be eliminated from the Restated Certificate of

Incorporation, as amended, of the Company.

4. That accordingly, all references to the Participating Cumulative

Preferred Stock of the Company be, and it hereby is, eliminated from the

Restated Certificate of Incorporation, as amended, of the Company.

IN WITNESS WHEREOF, TEXAS INSTRUMENTS INCORPORATED has caused this

Certificate to be signed by Richard J. Agnich, Senior Vice President, and

attested by O. Wayne Coon, its Assistant Secretary, as of this 18th day of

June 1998.

TEXAS INSTRUMENTS INCORPORATED

By: /s/ RICHARD J. AGNICH

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

Richard J. Agnich

Senior Vice President

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Texas Instruments (TXN)

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