Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On July 14, 2009, the Board of Directors of National Semiconductor Corporation (the "Company") increased the size of the Board of Directors from eight to nine members and appointed Roderick C. McGeary as a director. Mr. McGeary has been appointed a member of the Audit and Governance Committees of the Board of Directors.

Mr. McGeary will receive an annual retainer fee of $50,000, plus fees of $1,500 for each committee meeting attended, consistent with the compensation provided to other non-employee members of the Board of Directors of the Company. In accordance with the Company's policy, Mr. McGeary will also be reimbursed for actual expenses incurred on behalf of the Company. Under the terms of the Company's Director Stock Plan, Mr. McGeary will receive 12,000 shares of stock upon his appointment to the Board of Directors and an additional 12,000 shares on the date of each subsequent re-election by the stockholders. Mr. McGeary may elect to take his annual retainer fee in stock. Restrictions on the stock issued in lieu of the annual retainer fee expire six months after issuance. Restrictions on the 12,000 shares issued at appointment or subsequent reelection will automatically expire thirty-six months after issuance.

A copy of the press release announcing the appointment of Mr. McGeary as a director of the Company is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 FINANCIAL STATEMENT AND EXHIBITS

(d) Exhibits

Exhibit No. Description of Exhibit

99.1 News Release dated July 20, 2009 issued by National Semiconductor Corporation*

*This exhibit is intended to be furnished and shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended.

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