On November 25, 2008, the Compensation Committee of the Board of Directors of National Semiconductor Corporation (the "Company") approved retention arrangements for each of its executive officers pursuant to which each executive officer will be paid a cash retention payment on or about November 30, 2010 (the "Payment Date"). The retention payment will increase if the average daily closing price for the Company's common stock for the fiscal quarter ending immediately prior to the Payment Date is between $10.01 and $12.50 per share, $12.51 and $15.00 per share, and $15.01 and $17.50 per share, subject to a maximum if such price is greater than $17.50 per share. In the event of a termination other than for "cause" of an executive officer (as defined in such officer's existing Change of Control Employment Agreement as filed with the Securities and Exchange Commission on January 4, 2008 as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended November 25, 2007) such officer will be entitled to receive the payment as of the date of termination of employment subject to execution of a release of claims against the Company, determined based on the average daily closing price for the Company's common stock for the fiscal quarter ending immediately prior to the date of his termination of employment, but not less than the amount set forth under the column "$12.51-$15.00" below.

The amounts payable to the Company's named executive officers under the terms of the approved retention plan are set forth below and are in addition to the current compensation payable to each executive officer.

  Estimated Retention Payment


  Closing Price Per Share of Company Common Stock




                  Less than                                              Greater
                     $10.00 $10.01-12.50 $12.51 - $15.00 $15.01 - $17.50 than
                                                                         $17.50
Brian L. Halla   $1,500,000   $2,250,000      $3,000,000      $3,750,000 $4,500,000
Donald Macleod    1,000,000    1,500,000       2,000,000       2,500,000  3,000,000
Lewis Chew        1,000,000    1,500,000       2,000,000       2,500,000  3,000,000
Detlev Kunz         500,000      750,000       1,000,000       1,250,000  1,500,000
Suneil Parulekar    500,000      750,000       1,000,000       1,250,000  1,500.000