Exhibit 10.9

                        PREFERRED LIFE INSURANCE PROGRAM

                                    THE PLAN

The Preferred  Life Insurance  program is an executive  bonus benefit where each
executive owns a permanent  life  insurance  policy on his life. The program has
been  designed so that cost (in most cases) to both National  Semiconductor  and
each  executive is equivalent to the current group life insurance plan in force.
The preferred insurance plan provides executives the following benefits:

o    Enhanced life insurance at cost comparable to term life insurance

o    Enhanced  flexibility  for planning  purposes  (for  details,  see enclosed
     brochures)

o    Policy can be continued  upon  retirement or  termination  (i.e.,  complete
     portability)

o    Can have a paid-for policy at retirement (additional premium required)

o    The ability to have third-party ownership (i.e., Irrevocable Life Insurance
     Trust)

THE PRODUCT

UltraSpanPrime,  an  innovative  product  blending  the  best  features  of term
insurance and universal life insurance  designed to provide you with exceptional
value at a low cost.

THE COMPANY

Chubb  Life  Insurance  Company  of  America  is a member of the Chubb  Group of
Insurance Companies,  one of the largest diversified financial  organizations in
North America.

     Admitted Assets:           1.65 Billion
     Standard & Poors Rating:   AAA (Superior)
     A.M. Best Ratings:         A+ (Superior)
     Weiss Research:            A- (Recommended)

Capital  &  Surplus  is  equal to 19.4% of  assets,  one of the  highest  in the
industry.