Compliance and Reporting

Compliance

To assure compliance with applicable laws and regulations, National has established various policies and procedures (which are not part of this Code), including but not limited to those relating to financial reporting and accounting practices and insider trading. Employees may view those specific Company policies and procedures on National's Business Conduct and Ethics website.

Employees have an obligation to comply with this Code as well as those other Company policies and procedures and to promptly alert management of any deviation from them. Employees are strongly encouraged and have an obligation to raise concerns promptly when they are uncertain as to the proper legal course of action or they suspect that some action may violate the law.

Failure to comply with this Code and other Company policies and procedures can have severe consequences, including disciplinary action up to and including termination, as well as possible civil or criminal penalties. Willful disregard of criminal statutes underlying this Code may require the Company to refer such violation for possible criminal prosecution.

Reporting Violations by Others

National is committed to complying with all applicable laws that protect employees against unlawful discrimination or retaliation by their employer as a result of their lawfully reporting complaints or participating in investigations regarding the Company's accounting practices, internal accounting controls, or corporate fraud or other violations by the Company or its agents of federal or state law.

No employee will be subject to disciplinary or retaliatory action by the Company as a result of the employee:

• Disclosing information to a person at the Company with supervisory authority over the employee, the Audit Committee, or a federal or state legislative body or law enforcement or regulatory agency, where the employee reasonably believes that the information discloses a violation or possible violation of federal or state law or regulation, this Code of Business Conduct and Ethics, or other policies of the Company
• Testifying or participating in an investigation or proceeding by the Company, the Audit Committee, or a state or federal regulatory agency regarding any conduct that the employee reasonably believes violates federal or state law or regulation, this Code of Business Conduct, or other policies of the Company

However, employees who file reports or provide evidence that they know to be false or without a reasonable belief in the truth and accuracy of such information will not be protected by this policy and may be subject to disciplinary action, including the termination of employment. In addition, except to the extent required by law, the Company does not intend this policy to protect employees who violate the confidentiality of any applicable lawyer-client or physician-patient privilege to which the Company or its agents may be entitled or who violate their confi dentiality obligations with regard to the Company's trade secret information.

Any employee having knowledge of an actual or possible violation by National, its employees, or nonemployee directors of federal or state law or regulation, including but not limited to laws concerning securities fraud is required to promptly report the matter to his or her immediate supervisor, the Legal Department or to the Offi ce of Business Conduct and Ethics.

In addition, where permitted by local law, an employee may submit complaints, concerns and information regarding the matters described in this Code anonymously by calling the National Ethics Help Line from anywhere in the world at 1-877-319-0269. If calling from outside the U.S., dial your country's international exit code and then 1-877-319-0269; Reports may also be submitted on-line from anywhere in the world at http://secure.ethicspoint.com/en/default.asp.

Employees with information relating to questionable accounting or auditing matters are strongly encouraged to confi dentially, and anonymously (subject to local law) if they desire, submit the information in writing to the Company's Audit Committee at:

Secure Mail Box
National Semiconductor Corporation
Office of Business Conduct and Ethics
P.O. Box 70040, Sunnyvale, CA 94086-0040

Emails may be sent to business.conduct@nsc.com but email does not have the capability of anonymity.

All conversations, calls and reports made in good faith will be taken seriously. When reporting a violation, employees will be asked to provide the time, location, names of the people involved, and other details so that the Company can investigate. National prohibits retaliation or retribution against any person who in good faith reports an ethical concern. However, anyone who abuses the Code or any compliance program for an improper purpose such as spreading falsehoods, threatening others, or damaging another person's reputation will be subject to disciplinary action up to and including termination.

Employees who believe that they have been subjected to any conduct that violates this policy may file a complaint using the procedures outlined above. Any employee who unlawfully discriminates, harasses or retaliates against any employee as a result of his or her protected actions as described in this policy may be subject to disciplinary action, including termination.

Employees who believe that they have been subjected to any conduct that violates this policy may file a complaint using the procedures outlined above. Any employee who unlawfully discriminates or retaliates against any employee as a result of his or her protected actions as described in this policy may be subject to corrective action, including termination.

Other Inquiries

Questions regarding the policies in this Code may be directed to the Offi ce of Business Conduct and Ethics or the Legal Department. Managers and supervisors provide timely advice and guidance to employees on ethics and compliance concerns and are expected to take a leadership role in promoting ethical business conduct.

This Code is intended to clarify your existing obligation for proper conduct. The standards and the supporting policies and procedures may change from time to time at the Company's discretion. Each employee is responsible for knowing and complying with the current laws, regulations, standards, policies and procedures that apply to the Company's work.

This document is provided in Chinese, Japanese, and Bahasa Malay -- for the convenience of employees around the world. If there is any discrepancy in these different language versions, the English version is considered as final.
Revision B, September 23, 2010