AMENDMENT ONE
                                     TO THE
                       NATIONAL SEMICONDUCTOR CORPORATION
                           DEFERRED COMPENSATION PLAN

WHEREAS  National  Semiconductor  Corporation  (the  "Employer") has adopted the
National  Semiconductor  Corporation  Deferred  Compensation  Plan,  amended and
restated effective November 1, 2001 (the "Plan"); and

WHEREAS the Employer wishes to discontinue  Annual Profit Sharing  Contributions
under the National Semiconductor Corporation Retirement and Savings Program (the
"RASP") after Fiscal Year 2004; and

WHEREAS the  Employer  wishes to clarify  that no Employee  shall be eligible to
receive an Annual Profit Sharing  Restoration  Amount under the Plan once Annual
Profit Sharing Contributions are discontinued under the RASP; and

WHEREAS  Section 5.02 of the Plan provides that the Employer  reserves the right
to amend the Plan at any time;

NOW, THEREFORE, the Employer hereby adopts this Amendment One as provided below,
effective for the Plan Years beginning after May 30, 2004:

1.   Section  2.01A is amended by adding the  following  new sentence at the end
     thereof:

     Notwithstanding the foregoing,  no Employee shall be eligible to receive an
     Annual Profit Sharing  Restoration  Amount in any Plan Year beginning after
     May 30, 2004.

2.   Section  3.02 is amended by adding the  following  new  sentence at the end
     thereof:

     No amounts  shall be  credited  under this  Section  3.02 for any Plan Year
     beginning after May 30, 2004.