ANALOG DEVICES INC
EX-10.28 TRUST AGREEMENT FOR DEFERRED COMP. PLAN
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>4
<FILENAME>b48618aiexv10w28.txt
<DESCRIPTION>EX-10.28 TRUST AGREEMENT FOR DEFERRED COMP. PLAN
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.28

                                 TRUST AGREEMENT

                                     BETWEEN

                 ----------------------------------------------

                              ANALOG DEVICES, INC.

                                       AND

                        FIDELITY MANAGEMENT TRUST COMPANY

                 ----------------------------------------------

                 ANALOG DEVICES, INC. DEFERRED COMPENSATION PLAN

                                      TRUST

                           DATED AS OF OCTOBER 1, 2003

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                                PAGE
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<S>                                                                                                    <C>
1   DEFINITIONS....................................................................................     2

2   TRUST..........................................................................................     3
    (a) Establishment
    (b) Grantor Trust
    (c) Trust Assets
    (d) Non-Assignment
    (e) Change in Control

3   PAYMENTS TO SPONSOR............................................................................     4

4   DISBURSEMENT...................................................................................     4
    (a) Directions from Administrator
    (b) Limitations

5   INVESTMENT OF TRUST............................................................................     4
    (a) Selection of Investment Options
    (b) Available Investment Options
    (c) Investment Directions
    (d) Mutual Funds
    (e) Trustee Powers

6   RECORDKEEPING AND ADMINISTRATIVE SERVICES TO BE PERFORMED......................................     7
    (a) General
    (b) Accounts
    (c) Inspection and Audit
    (d) Effect of Plan Amendment
    (e) Returns, Reports and Information

7   COMPENSATION AND EXPENSES......................................................................     8

8   DIRECTIONS AND INDEMNIFICATION.................................................................     9
    (a) Identity of Administrator
    (b) Directions from Administrator
    (c) Directions from Participants
    (d) Indemnification
    (e) Survival

9   RESIGNATION OR REMOVAL OF TRUSTEE..............................................................    10
    (a) Resignation & Removal
    (b) Termination
    (c) Notice Period
    (d) Transition Assistance
    (e) Failure to Appoint Successor

10   SUCCESSOR TRUSTEE.............................................................................    11
    (a) Appointment
    (b) Acceptance
    (c) Corporate Action
</TABLE>

                                        i

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
SECTION                                                                                               PAGE
-------                                                                                               ----
<S>                                                                                                   <C>
11   RESIGNATION, REMOVAL, AND TERMINATION NOTICES..................................................   11

12   DURATION.......................................................................................   11

13   INSOLVENCY OF SPONSOR..........................................................................   11

14   AMENDMENT OR MODIFICATION......................................................................   13

15   ELECTRONIC SERVICES ...........................................................................   13

16   CHANGE IN CONTROL..............................................................................   14
     (a)  Definition
     (b)  Notification
     (c) Duty

17   GENERAL........................................................................................   15
     (a) Performance by Trustee, its Agent or Affiliates
     (b) Entire Agreement
     (c) Waiver
     (d) Successors and Assigns
     (e) Partial Invalidity
     (f) Section Headings

18   GOVERNING LAW..................................................................................   16
     (a) Massachusetts Controls
     (b) Trust Agreement Controls
</TABLE>

SCHEDULES

A. Recordkeeping and Administrative Services

B. Fee Schedule

C. Administrator's Authorization Letter

D. Operational Guidelines for Non-Fidelity Mutual Funds

E. Exchange Guidelines

F. Operating Procedures for Moody's Baa Benchmark Fund

G. Operating Procedures for Merrill Lynch Semiconductor HOLDRS(sw) Fund

                                       ii

<PAGE>

         TRUST AGREEMENT, dated as of the first day of October 2003, between
ANALOG DEVICES, INC., a Massachusetts corporation, having an office at Three
Technology Way, Norwood, MA 02062 (the "Sponsor"), and FIDELITY MANAGEMENT TRUST
COMPANY, a Massachusetts trust company, having an office at 82 Devonshire
Street, Boston, Massachusetts 02109 (the "Trustee").

                                   WITNESSETH:

         WHEREAS, the Sponsor is the sponsor of the Analog Devices, Inc.
Deferred Compensation Plan (the "Plan"); and

         WHEREAS, the Sponsor wishes to establish an irrevocable trust and to
contribute to the trust assets that shall be held therein, subject to the claims
of Sponsor's creditors in the event of Sponsor's Insolvency, as herein defined,
until paid to Participants and their beneficiaries in such manner and at such
times as specified in the Plan; and

         WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plan
as an unfunded plan maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974
("ERISA"); and

         WHEREAS, it is the intention of the Sponsor to make contributions to
the trust to provide itself with a source of funds to assist it in the meeting
of its liabilities under the Plan; and

         WHEREAS, the Trustee is willing to hold and invest the aforesaid plan
assets in trust among several investment options selected by the Sponsor; and

         WHEREAS, the Sponsor wishes to have the Trustee perform certain
ministerial recordkeeping and administrative functions under the Plan; and

         WHEREAS, the Sponsor (the "Administrator") is the administrator of the
Plan; and

         WHEREAS, the Trustee is willing to perform recordkeeping and
administrative services for the Plan if the services are purely ministerial in
nature and are provided within a framework of plan provisions, guidelines and
interpretations conveyed in writing to the Trustee by the Administrator.

                                       1
<PAGE>

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements set forth below, the Sponsor and the Trustee
agree as follows:

SECTION 1. DEFINITIONS. The following terms as used in this Trust Agreement have
the meaning indicated unless the context clearly requires otherwise:

(a)      "Administrator" shall mean, with respect to the Plan, the person or
         entity which is the "administrator" of such Plan.

(b)      "Agreement" shall mean this Trust Agreement, as the same may be amended
         and in effect from time to time.

(c)      "Code" shall mean the Internal Revenue Code of 1986, as it has been or
         may be amended from time to time.

(d)      "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as it has been or may be amended from time to time.

(e)      "Fidelity Mutual Fund" shall mean any investment company advised by
         Fidelity Management & Research Company or any of its affiliates.

(f)      "Mutual Fund" shall refer both to Fidelity Mutual Funds and
         Non-Fidelity Mutual Funds.

(g)      "Non-Fidelity Mutual Fund" shall mean certain investment companies not
         advised by Fidelity Management & Research Company or any of its
         affiliates.

(h)      "Participant" shall mean, with respect to the Plan, any employee (or
         former employee) with an account under the Plan, which has not yet been
         fully distributed and/or forfeited, and shall include the
         beneficiary(ies) with respect to the account of any deceased employee
         (or deceased former employee) until such account has been fully
         distributed and/or forfeited.

(i)      "Participant Recordkeeping Reconciliation Period" shall mean the period
         beginning on the date of the initial transfer of assets to the Trust
         and ending on the date of the completion of the reconciliation of
         Participant records.

(j)      "Plan" shall mean the Analog Devices, Inc. Deferred Compensation Plan.

(k)      "Plan Administration Manual" shall mean the document which sets forth
         the administrative and recordkeeping duties and procedures to be
         followed by the Trustee in administering the Plan, as such document may
         be amended and in effect from time to time.

(l)      "Reporting Date" shall mean the last day of each fiscal quarter, the
         date as of which the Trustee resigns or is removed pursuant to Section
         9 hereof and the date as of which this Agreement terminates pursuant to
         Section 11 hereof.

(m)      "Sponsor" shall mean Analog Devices, Inc., a Massachusetts corporation,
         or any successor to all or substantially all of its businesses which,
         by agreement, operation of law or otherwise, assumes the responsibility
         of the Sponsor under this Agreement.

(n)      "Trust" shall mean the Analog Devices, Inc. Deferred Compensation Plan
         Trust, being the trust established by the Sponsor and the Trustee
         pursuant to the provisions of this Agreement.

                                       2
<PAGE>

(o)      "Trustee" shall mean Fidelity Management Trust Company, a Massachusetts
         trust company and any successor to all or substantially all of its
         trust business. The term Trustee shall also include any successor
         trustee appointed pursuant to this agreement to the extent such
         successor agrees to serve as Trustee under this Agreement.

SECTION 2. TRUST.

                  (a) Establishment. The Sponsor hereby establishes the Trust,
with the Trustee. The Trust hereby established shall be irrevocable. The Trust
shall consist of an initial contribution of money or other property acceptable
to the Trustee in its sole discretion, made by the Sponsor or transferred from a
previous trustee under the Plan, such additional sums of money as shall from
time to time be delivered to the Trustee under the Plan, all investments made
therewith and proceeds thereof, and all earnings and profits thereon, less the
payments that are made by the Trustee as provided herein, without distinction
between principal and income. The Trustee hereby accepts the Trust on the terms
and conditions set forth in this Agreement. In accepting this Trust, the Trustee
shall be accountable for the assets received by it, subject to the terms and
conditions of this Agreement.

                  (b) Grantor Trust. The Trust is intended to be a grantor
trust, of which the Sponsor is the grantor, within the meaning of subpart E,
part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of
1986, as amended, and shall be construed accordingly.

                  (c) Trust Assets. The principal of the Trust, and any earnings
thereon shall be held separate and apart from other funds of the Sponsor and
shall be used exclusively for the uses and purposes of Participants and general
creditors as herein set forth. Participants and their beneficiaries shall have
no preferred claim on, or any beneficial ownership interest in, any assets of
the Trust. Any rights created under the Plan and this Agreement shall be mere
unsecured contractual rights of Participants and their beneficiaries against the
Sponsor. Any assets held by the Trust will be subject to the claims of the
Sponsor's general creditors under federal and state law in the event of
Insolvency, as defined in Section 13(a).

                  (d) Non-Assignment. Benefit payments to Participants and their
beneficiaries funded under this Trust may not be anticipated, assigned (either
at law or in equity), alienated, pledged, encumbered, or subjected to
attachment, garnishment, levy, execution, or other legal or equitable process.

                  (e) Change in Control. Upon a Change in Control, the Sponsor
shall, as soon as possible, but in no event longer than thirty (30) days
following the Change in Control, as defined herein, make an irrevocable
contribution to the Trust in an amount that is sufficient to pay each
Participant the benefits to which Participants would be entitled pursuant to the
terms of the Plan as of the date on which the Change in

                                       3
<PAGE>

Control occurred. The Sponsor shall also provide additional funding in such
amounts as are reasonably estimated to cover any expenses of the Trust for five
(5) years after such Change in Control.

SECTION 3. PAYMENTS TO SPONSOR. Except as provided under Section 13, the Sponsor
shall have no right to retain or divert to others any of the Trust assets before
all payment of benefits have been made to the Participants and their
beneficiaries pursuant to the terms of the Plan.

SECTION 4. DISBURSEMENTS.

                  (a) Directions from Administrator. The Trustee shall disburse
monies to the Sponsor for benefit payments in the amounts that the Administrator
directs from time to time in writing. The Trustee shall have no responsibility
to ascertain whether the Administrator's direction complies with the terms of
the Plan or any applicable law. Notwithstanding any other agreements between the
Sponsor and any affiliates of the Trustee as documented in the Plan
Administration Manual, the Trustee shall not be responsible for: (i) making
benefit payments to Participants under the Plan, (ii) any Federal, State or
local income tax reporting or withholding with respect to such Plan benefits,
and (iii) FICA (Social Security and Medicare) or any Federal or State
unemployment tax with respect to Plan distributions.

                  (b) Limitations. The Trustee shall not be required to make any
disbursement in excess of the net realizable value of the assets of the Trust at
the time of the disbursement. The Trustee shall not be required to make any
disbursement in cash unless the Administrator has provided a written direction
as to the assets to be converted to cash for the purpose of making the
disbursement.

SECTION 5. INVESTMENT OF TRUST.

                  (a) Selection of Investment Options. The Trustee shall have no
responsibility for the selection of investment options under the Trust and shall
not render investment advice to any person in connection with the selection of
such options.

                  (b) Available Investment Options. The Sponsor shall direct the
Trustee as to what investment options the Trust shall be invested in (i) during
the Participant Recordkeeping Reconciliation Period, and (ii) following the
Participant Recordkeeping Reconciliation Period, subject to the following
limitations. The Sponsor may determine to offer as investment options to
Participants only (i) Mutual Funds and (ii) Benchmark Funds identified on
Schedule "A" attached hereto; provided, however, that the Trustee shall not be
considered a fiduciary with investment discretion. The Trust shall be invested
in Mutual Funds or other registered securities as directed by the Sponsor,
however, the Trustee shall not be considered a fiduciary with investment
discretion. The Sponsor may add or remove investment options with

                                       4
<PAGE>

the consent of the Trustee and upon mutual amendment of this Agreement and the
Schedules thereto to reflect such additions.

                  (c) Investment Directions. In order to provide for an
accumulation of assets comparable to the contractual liabilities accruing under
the Plan, the Sponsor may direct the Trustee in writing to invest the assets
held in the Trust to correspond to the hypothetical investments made for
Participants under the Plan. Such directions may be made by Participants by use
of a Participant service representative, the Voice Response System ("VRS"), the
internet or such other electronic means as may be agreed upon from time to time
by the Sponsor and the Trustee, maintained for such purposes by the Trustee or
its agents, in accordance with Schedule "E." In the event that the Trustee fails
to receive a proper direction from the Sponsor or from Participants regarding
investments for Participant deferrals, the deferrals shall be invested in the
Moody's Baa Index until the Trustee receives a proper direction. However for
assets in the TIP Restoration source, in the event that the Trustee fails to
receive a proper direction from the Sponsor or from Participants, regarding
investments for Participant deferrals, the deferrals shall be invested in the
Fidelity Money Market Trust: Retirement Money Market Portfolio until the Trustee
receives a proper direction. All assets received into the Trust for which no
direction has been received by the Trustee shall be invested in Fidelity
Institutional Money Market: Portfolio Class I.

                  The Sponsor's designation of available investment options
under paragraphs (a) and (b) above, the maintenance of accounts for each
Participant and the crediting of investments to such accounts, the giving of
investment directions by Participants under this paragraph (c), and the exercise
by Participants of any other powers relating to investments under this Section 5
are solely for the purpose of providing a mechanism for measuring the obligation
of the Sponsor to any particular Participant under the applicable Plan. As
provided in Section 2(c) above, no Participant or beneficiary will have any
preferential claim to or beneficial ownership interest in any asset or
investment, and the rights of any Participant and his or her beneficiaries under
the applicable Plan and this Agreement are solely those of an unsecured general
creditor of the Sponsor with respect to the benefits of the Participant under
the Plan.

                  (d) Mutual Funds. On the effective date of this Agreement, in
lieu of receiving a printed copy of the prospectus for each Fidelity Mutual Fund
selected by the Sponsor as a Plan investment option or short-term investment
fund, the Sponsor hereby consents to receiving such documents electronically.
The Sponsor shall access each prospectus on the internet after receiving notice
from the Trustee that a current version is available online at a website
maintained by the Trustee or its affiliate. Trustee represents that on the
effective date of this Agreement, a current version of each such prospectus is
available at https://www.fidelity.com or such successor website as Trustee may
notify the Sponsor of in writing from time to time. Named Fiduciary represents
that it has accessed/will access each such prospectus at

                                       5
<PAGE>

https://www.fidelity.com or such successor website as Trustee may notify the
Sponsor of in writing from time to time as of the effective date of this
Agreement. Trust investments in Mutual Funds shall be subject to the following
limitations:

                           (i) Execution of Purchases and Sales. Purchases and
sales of Fidelity Mutual Funds (other than for Exchanges) for both Participant
activity and those necessary for assetizing the Trust shall be made on the date
on which the Trustee receives from the Sponsor in good order all information and
documentation necessary to accurately effect such purchases and sales (or in the
case of a purchase, the subsequent date on which the Trustee has received a wire
transfer of funds necessary to make such purchase). Transactions involving
Mutual Funds not advised by Fidelity Management & Research Company shall be
executed in accordance with the operating procedures set forth in Schedule "D"
attached hereto. Exchanges of Mutual Funds shall be done in accordance with
Schedule "E" attached hereto.

                           (ii) Voting. At the time of mailing of notice of each
annual or special stockholders' meeting of any Mutual Fund, the Trustee shall
send a copy of the notice and all proxy solicitation materials to the Sponsor
for the shares of the Mutual Fund held in the Trust together with a voting
direction form for return to the Trustee or its designee. The Sponsor shall have
the right to direct the Trustee as to the manner in which the Trustee is to vote
the shares held in the Trust. The Trustee shall vote the shares held in the
Trust in the same manner as directed by the Sponsor under the Plan. The Trustee
shall not vote shares for which it has received no corresponding directions from
the Sponsor. With respect to all rights other than the right to vote, the
Trustee shall follow the directions of the Sponsor. The Trustee shall have no
duty to solicit directions from the Sponsor.

                  (e) Trustee Powers. The Trustee shall have the following
powers and authority:

                           (i) Subject to paragraphs (b), (c) and (d) of this
Section 5, to sell, exchange, convey, transfer, or otherwise dispose of any
property held in the Trust, by private contract or at public auction. No person
dealing with the Trustee shall be bound to see to the application of the
purchase money or other property delivered to the Trustee or to inquire into the
validity, expediency, or propriety of any such sale or other disposition.

                           (ii) To cause any securities or other property held
as part of the Trust to be registered in the Trustee's own name, in the name of
one or more of its nominees, or in the Trustee's account with the Depository
Trust Company of New York and to hold any investments in bearer form, but the
books and records of the Trustee shall at all times show that all such
investments are part of the Trust.

                                       6
<PAGE>

                           (iii) To keep that portion of the Trust in cash or
cash balances as the Sponsor or Administrator may, from time to time, deem to be
in the best interest of the Trust.

                           (iv) To make, execute, acknowledge, and deliver any
and all documents of transfer or conveyance and to carry out the powers herein
granted.

                           (v) With the prior consent of the Sponsor, to settle,
compromise, or submit to arbitration any claims, debts, or damages due to or
arising from the Trust; to commence or defend suits or legal or administrative
proceedings; to represent the Trust in all suits and legal and administrative
hearings; and to pay all reasonable expenses arising from any such action, from
the Trust if not paid by the Sponsor.

                           (vi) With the prior consent of the Sponsor, to employ
legal, accounting, clerical, and other assistance as may be required in carrying
out the provisions of this Agreement and to pay their reasonable expenses and
compensation from the Trust if not paid by the Sponsor.

                           (vii) With notice to the Sponsor, to do all other
acts although not specifically mentioned herein, as the Trustee may deem
necessary to carry out any of the foregoing powers and the purposes of the
Trust.

                  Trustee will file an annual fiduciary return to the extent
required by law.

SECTION 6. RECORDKEEPING AND ADMINISTRATIVE SERVICES TO BE PERFORMED.

                  (a) General. The Trustee shall perform those recordkeeping and
administrative functions described in Schedule "A" attached hereto. These
recordkeeping and administrative functions shall be performed within the
framework of the Administrator's written directions regarding the Plan's
provisions, guidelines and interpretations.

                  (b) Accounts. The Trustee shall keep accurate accounts of all
investments, receipts, disbursements, and other transactions hereunder, and
shall report the value of the assets held in the Trust as of the last day of
each fiscal quarter of the Plan and, if not on the last day of a fiscal quarter,
the date on which the Trustee resigns or is removed as provided in Section 9 of
this Agreement or is terminated as provided in Section 11. Within three (3)
Business Days following each Reporting Date the Trustee shall file with the
Administrator a written account setting forth all investments, receipts,
disbursements, and other transactions effected by the Trustee between the
Reporting Date and the prior Reporting Date, and setting forth the value of the
Trust as of the Reporting Date. Except as otherwise required under applicable
law, upon the expiration of six (6) months from the date of filing such account
with the Administrator, the

                                       7
<PAGE>

Trustee shall have no liability or further accountability to anyone with respect
to the propriety of its acts or transactions shown in such account, except with
respect to such acts or transactions as to which the Sponsor shall within such
six (6) month period file with the Trustee written objections.

                  (c) Inspection and Audit. All records generated by the Trustee
in accordance with paragraphs (a) and (b) shall be open to inspection and audit,
during the Trustee's regular business hours prior to the termination of this
Agreement, by the Administrator or any person designated by the Administrator.
Upon the resignation or removal of the Trustee or the termination of this
Agreement, the Trustee shall provide to the Administrator, at no expense to the
Sponsor, in the format regularly provided to the Administrator, a statement of
each Participant's accounts as of the resignation, removal, or termination, and
the Trustee shall provide to the Administrator or the Plan's new recordkeeper
such further records as are reasonable, at the Sponsor's expense.

                  (d) Effect of Plan Amendment. The Trustee's provision of the
recordkeeping and administrative services set forth in this Section 6 shall be
conditioned on the Sponsor delivering to the Trustee a copy of any amendment to
the Plan as soon as administratively feasible following the amendment's
adoption, and on the Administrator providing the Trustee on a timely basis with
all the information the Administrator deems necessary for the Trustee to perform
the recordkeeping and administrative services and such other information as the
Trustee may reasonably request.

                  (e) Returns, Reports and Information. The Administrator shall
be responsible for the preparation and filing of all returns, reports, and
information required of the Trust or Plan by law, except for Form 1041 which
shall be prepared by the Trustee. The Trustee shall provide the Administrator
with such information as the Administrator may reasonably request to make these
filings. The Administrator shall also be responsible for making any disclosures
to Participants required by law.

SECTION 7. COMPENSATION AND EXPENSES. Sponsor shall pay to Trustee, within
thirty (30) days of receipt of the Trustee's bill, the fees for services in
accordance with Schedule "B". All fees for services are specifically outlined in
Schedule "B" and are based on any assumptions identified therein. However, in
the event that the Plan characteristics referenced in the assumptions outlined
in Schedule "B" change significantly by either falling below or exceeding
current or projected levels, such fees shall be subject to revision. To reflect
increased operating costs, Trustee may once each calendar year, amend Schedule
"B" without the Sponsor's consent upon ninety (90) days prior notice to the
Sponsor.

                                       8
<PAGE>

SECTION 8. DIRECTIONS AND INDEMNIFICATION.

                  (a) Identity of Administrator. The Trustee shall be fully
protected in relying on the fact that the Administrator under the Plan is the
individual or persons named as such above or such other individuals or persons
as the Sponsor may notify the Trustee in writing.

                  (b) Directions from Administrator. Whenever the Administrator
provides a direction to the Trustee, the Trustee shall not be liable for any
loss, or by reason of any breach, arising from the direction if the direction is
contained in a writing (or is oral and immediately confirmed in a writing)
signed by any individual whose name and signature have been submitted (and not
withdrawn) in writing to the Trustee by the Administrator in the form attached
hereto as Schedule "C", provided the Trustee reasonably believes the signature
of the individual to be genuine. Such direction may be made via electronic data
transfer ("EDT") in accordance with procedures agreed to by the Administrator
and the Trustee; provided, however, that the Trustee shall be fully protected in
relying on such direction as if it were a direction made in writing by the
Administrator. The Trustee shall have no responsibility to ascertain any
direction's (i) accuracy, (ii) compliance with the terms of the Plan or any
applicable law, or (iii) effect for tax purposes or otherwise.

                  (c) Directions from Participants. The Trustee shall not be
liable for any loss which arises from any Participant's exercise or non-exercise
of rights under Section 5 over the assets in the Participant's accounts.

                  (d) Indemnification. The Sponsor shall indemnify the Trustee
against, and hold the Trustee harmless from, any and all loss, damage, penalty,
liability, cost, and expense, including without limitation, reasonable
attorneys' fees and disbursements, that may be incurred by, imposed upon, or
asserted against the Trustee by reason of any claim, regulatory proceeding, or
litigation arising from any act done or omitted to be done by any individual or
person with respect to the Plan or Trust, excepting only any and all loss, etc.,
arising solely from the Trustee's negligence or bad faith.

         The Trustee shall indemnify the Sponsor against, and hold the Sponsor
harmless from, any and all loss, damage, penalty, liability, cost and expense,
including without limitation, reasonable attorneys' fees and disbursements, that
may be incurred by, imposed upon, or asserted against the Sponsor by reason of
any claim, regulatory proceeding, or litigation arising from Trustee's
negligence or bad faith.

                  (e) Survival. The provisions of this Section 8 shall survive
the termination of this Agreement.

                                       9
<PAGE>

SECTION 9. RESIGNATION OR REMOVAL OF TRUSTEE AND TERMINATION.

                  (a) Resignation and Removal. The Trustee may resign at any
time in accordance with the notice provisions set forth below. The Sponsor may
remove the Trustee at any time in accordance with the notice provisions set
forth below. However, upon a Change in Control, the Trustee may not be removed
by the Sponsor for five (5) years after such Change in Control.

                  (b) Termination. This Agreement may be terminated in full, or
with respect to only a portion of the Plan (i.e., a "partial deconversion") at
any time by the Sponsor upon prior written notice to the Trustee in accordance
with the notice provisions set forth below.

                  (c) Notice Period. In the event either party desires to
terminate this Agreement or any Services hereunder, the party shall provide at
least sixty (60) days prior written notice of the termination date to the other
party; provided, however, that the receiving party may agree, in writing, to a
shorter notice period.

                  (d) Transition Assistance. In the event of termination of this
Agreement, if requested by Sponsor, Fidelity shall assist Sponsor in developing
a plan for the orderly transition of the Plan data, cash and assets then
constituting the Trust and services provided by Fidelity hereunder to Sponsor or
its designee. Fidelity shall provide such assistance for a period not extending
beyond sixty (60) days from the termination date of this Agreement. Fidelity
shall provide to Sponsor, or to any person designated by Sponsor, at a mutually
agreeable time, one file of the Plan data prepared and maintained by Fidelity in
the ordinary course of business, in Fidelity's format. Fidelity may provide
other or additional transition assistance as mutually determined for additional
fees, which shall be due and payable by the Sponsor prior to any termination of
this Agreement.

                  (e) Failure to Appoint Successor. If, by the termination date,
the Sponsor has not notified the Trustee in writing as to the individual or
entity to which the assets and cash are to be transferred and delivered, the
Trustee may bring an appropriate action or proceeding for leave to deposit the
assets and cash in a court of competent jurisdiction. The Trustee shall be
reimbursed by the Sponsor for all costs and expenses of the action or proceeding
including, without limitation, reasonable attorneys' fees and disbursements.

SECTION 10. SUCCESSOR TRUSTEE.

                  (a) Appointment. If the office of Trustee becomes vacant for
any reason, the Sponsor may in writing appoint a successor trustee under this
Agreement. The successor trustee shall have all of the rights, powers,
privileges, obligations, duties, liabilities, and immunities granted to the
Trustee under this

                                       10
<PAGE>

Agreement. The successor trustee and predecessor trustee shall not be liable for
the acts or omissions of the other with respect to the Trust.

                  (b) Acceptance. When the successor trustee accepts its
appointment under this Agreement, title to and possession of the Trust assets
shall immediately vest in the successor trustee without any further action on
the part of the predecessor trustee. The predecessor trustee shall execute all
instruments and do all acts that reasonably may be necessary or reasonably may
be requested in writing by the Sponsor or the successor trustee to vest title to
all Trust assets in the successor trustee or to deliver all Trust assets to the
successor trustee.

                  (c) Corporate Action. Any successor of the Trustee or
successor trustee, through sale or transfer of the business or trust department
of the Trustee or successor trustee, or through reorganization, consolidation,
or merger, or any similar transaction, shall, upon consummation of the
transaction, become the successor trustee under this Agreement.

SECTION 11. RESIGNATION, REMOVAL, AND TERMINATION NOTICES. All notices of
resignation, removal, or termination under this Agreement must be in writing and
mailed to the party to which the notice is being given by certified or
registered mail, return receipt requested, to the Sponsor c/o Assistant
Treasurer, Three Technology Way, Norwood, MA 02062, and to the Trustee c/o FESCo
Business Compliance, Contracts Administration, 82 Devonshire Street, MM3H,
Boston, Massachusetts 02109, or to such other addresses as the parties have
notified each other of in the foregoing manner.

SECTION 12. DURATION. This Trust shall continue in effect without limit as to
time, subject, however, to the provisions of this Agreement relating to
amendment, modification, and termination thereof.

SECTION 13. INSOLVENCY OF SPONSOR.

                  (a) Trustee shall cease disbursement of funds for payment of
benefits to Participants and their beneficiaries if the Sponsor is Insolvent.
Sponsor shall be considered "Insolvent" for purposes of this Trust Agreement if
(i) Sponsor is unable to pay its debts as they become due, or (ii) Sponsor is
subject to a pending proceeding as a debtor under the United States Bankruptcy
Code.

                  (b) All times during the continuance of this Trust, the
principal and income of the Trust shall be subject to claims of general
creditors of the Sponsor under federal and state law as set forth below.

                           (i) The Board of Directors and the Chief Executive
Officer of the Sponsor shall have the duty to inform Trustee in writing of
Sponsor's Insolvency. If a person claiming to be a creditor of the

                                       11
<PAGE>

Sponsor alleges in writing to Trustee that Sponsor has become Insolvent, Trustee
shall determine whether Sponsor is Insolvent and, pending such determination,
Trustee shall discontinue disbursements for payment of benefits to Participants
or their beneficiaries.

                           (ii) Unless Trustee has actual knowledge of Sponsor's
Insolvency, or has received notice from Sponsor or a person claiming to be a
creditor alleging that Sponsor is Insolvent, Trustee shall have no duty to
inquire whether Sponsor is Insolvent. Trustee may in all events rely on such
evidence concerning Sponsor's solvency as may be furnished to Trustee and that
provides Trustee with a reasonable basis for making a determination concerning
Sponsor's solvency.

                           (iii) If at any time Trustee has determined that
Sponsor is Insolvent, Trustee shall discontinue disbursements for payments to
Participants or their beneficiaries and shall hold the assets of the Trust for
the benefit of Sponsor's general creditors. Nothing in this Agreement shall in
any way diminish any rights of Plan Participants or their beneficiaries to
pursue their rights as general creditors of Sponsor with respect to benefits due
under the Plan or otherwise.

                           (iv) Trustee shall resume disbursement for the
payment of benefits to Participants or their beneficiaries in accordance with
Section 4 of this Agreement only after Trustee has determined that Sponsor is
not Insolvent (or is no longer Insolvent).

                  (c) Provided that there are sufficient assets, if Trustee
discontinues the payment of benefits from the Trust pursuant to (a) hereof and
subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments due to
Participants or their beneficiaries under the terms of the Plan for the period
of such discontinuance, less the aggregate amount of any payments made to
Participants or their beneficiaries by Sponsor in lieu of the payments provided
for hereunder during any such period of discontinuance.

SECTION 14. AMENDMENT OR MODIFICATION. This Agreement may be amended or modified
at any time and from time to time only by an instrument executed by both the
Sponsor and the Trustee.

SECTION 15. ELECTRONIC SERVICES.

                  (a) The Trustee may provide communications and services
("Electronic Services") and/or software products ("Electronic Products") via
electronic media, including, but not limited to Fidelity Plan Sponsor
WebStation. The Sponsor and its agents agree to use such Electronic Services and
Electronic Products only in the course of reasonable administration of or
participation in the Plan and to keep confidential and not publish, copy,
broadcast, retransmit, reproduce, commercially exploit or otherwise

                                       12
<PAGE>

redisseminate the Electronic Products or Electronic Services or any portion
thereof without the Trustee's written consent, except, in cases where Trustee
has specifically notified the Sponsor that the Electronic Products or Services
are suitable for delivery to Sponsor's Participants, for non-commercial personal
use by Participants or beneficiaries with respect to their participation in the
plan or for their other retirement planning purposes.

                  (b) The Sponsor shall be responsible for installing and
maintaining all Electronic Products, (including any programming required to
accomplish the installation) and for displaying any and all content associated
with Electronic Services on its computer network and/or Intranet so that such
content will appear exactly as it appears when delivered to Sponsor. All
Electronic Products and Services shall be clearly identified as originating from
the Trustee or its affiliate. The Sponsor shall promptly remove Electronic
Products or Services from its computer network and/or Intranet, or replace the
Electronic Products or Services with updated products or services provided by
the Trustee, upon written notification (including written notification via
facsimile) by the Trustee.

                  (c) All Electronic Products shall be provided to the Sponsor
without any express or implied legal warranties or acceptance of legal liability
by the Trustee, and all Electronic Services shall be provided to the Sponsor
without acceptance of legal liability related to or arising out of the
electronic nature of the delivery or provision of such Services. Except as
otherwise stated in this Agreement, no rights are conveyed to any property,
intellectual or tangible, associated with the contents of the Electronic
Products or Services and related material. The Trustee hereby grants to the
Sponsor a non-exclusive, non-transferable revocable right and license to use the
Electronic Products and Services in accordance with the terms and conditions of
this Agreement.

                  (d) To the extent that any Electronic Products or Services
utilize Internet services to transport data or communications, the Trustee will
take, and Sponsor agrees to follow, reasonable security precautions, however,
except as provided in Section 8(d), the Trustee disclaims any liability for
interception of any such data or communications. The Trustee reserves the right
not to accept data or communications transmitted via electronic media by the
Sponsor or a third party if it determines that the media does not provide
adequate data security, or if it is not administratively feasible for the
Trustee to use the data security provided. The Trustee shall not be responsible
for, and makes no warranties regarding access, speed or availability of Internet
or network services, or any other service required for electronic communication.
The Trustee shall not be responsible for any loss or damage related to or
resulting from any changes or modifications to the Electronic Products or
Services after delivering it to the Sponsor.

SECTION 16. CHANGE IN CONTROL.

                  (a) Definition. A "Change in Control" shall occur or be deemed
to have occurred only if

                                       13
<PAGE>

any of the following events occur: (i) any "person" as such term is used in
Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), (other than the Sponsor, any trustee or other fiduciary holding
securities under an employee benefit plan of the Sponsor, or any corporation
owned directed or indirectly by the stockholders of the Sponsor in substantially
the same proportion as their ownership of stock of the Sponsor) is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Sponsor representing 30% or more of
the combined voting power of the Sponsor's then outstanding securities; (ii)
individuals who, as the date hereof, constitute the Board of Directors (as of
the effective date of this Agreement, the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board of Directors, provided
that any person becoming a director subsequent to the effective date of this
Agreement whose election, or nomination for election by the Sponsor's
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board (other than an election or nomination of an
individual whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the directors of the
Sponsor, as such terms are used in Rule 14a-11 of Regulation 14A under the
Exchange Act) shall be, for purposes of this Agreement, considered as though
such person were a member of the Incumbent Board; or (iii) the stockholders of
the Sponsor approve a merger or a consolidation of the Sponsor with any other
corporation, other than (A) a merger or consolidation which would result in the
voting securities of the Sponsor outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than 80% of the combined
voting power of the voting securities of the Sponsor or such surviving entity
outstanding immediately after such merger or consolidation or (B) as merger or
consolidation effected to implement a recapitalization of the Sponsor, (or
similar transaction) in which no "person" (as herein above defined) acquires
more than 50% of the combined voting power of the Sponsor's then outstanding
securities; or (iv) the stockholders of the Sponsor approve a plan of complete
liquidation of the Sponsor or an agreement for the sale or disposition by the
Sponsor of all or substantially all of the Sponsor's assets.

                  (b) Notification. The Sponsor shall notify the Trustee when a
Change in Control has occurred. The Trustee shall have no responsibility in
determining whether said Change in Control has in fact occurred.

                  (c) Duty. The Trustee shall have no additional responsibility
under this Agreement as result of a Change in Control.

SECTION 17. GENERAL.

                  (a) Performance by Trustee, its Agents or Affiliates. The
Sponsor acknowledges and authorizes that the services to be provided under this
Agreement shall be provided by the Trustee, its agents

                                       14
<PAGE>

or affiliates, including Fidelity Investments Institutional Operations Company,
Inc. or its successor, and that certain of such services may be provided
pursuant to one or more other contractual agreements or relationships.

                  (b) Entire Agreement. This Agreement contains all of the terms
agreed upon between the parties with respect to the subject matter hereof.

                  (c) Waiver. No waiver by either party of any failure or
refusal to comply with an obligation hereunder shall be deemed a waiver of any
other or subsequent failure or refusal to so comply.

                  (d) Successors and Assigns. The stipulations in this Agreement
shall inure to the benefit of, and shall bind, the successors and assigns of the
respective parties.

                  (e) Partial Invalidity. If any term or provision of this
Agreement or the application thereof to any person or circumstances shall, to
any extent, be invalid or unenforceable, the remainder of this Agreement, or the
application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.

                  (f) Section Headings. The headings of the various sections and
subsections of this Agreement have been inserted only for the purposes of
convenience and are not part of this Agreement and shall not be deemed in any
manner to modify, explain, expand or restrict any of the provisions of this
Agreement.

SECTION 18. GOVERNING LAW.

                  (a) Massachusetts Law Controls. This Agreement is being made
in the Commonwealth of Massachusetts, and the Trust shall be administered as a
Massachusetts trust. The validity, construction, effect, and administration of
this Agreement shall be governed by and interpreted in accordance with the laws
of the Commonwealth of Massachusetts, except to the extent those laws are
superseded under Section 514 of ERISA.

                  (b) Trust Agreement Controls. The Trustee is not a party to
the Plan, and in the event of any conflict between the provisions of the Plan
and the provisions of this Agreement, the provisions of this Agreement shall
control.

                                       15
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.

ANALOG DEVICES, INC.                       FIDELITY MANAGEMENT TRUST
                                           COMPANY

By: ________________________________       By:  ________________________________
                                                   FMTC Authorized Signatory
Name: ______________________________       Name:  ______________________________

Title: _____________________________       Date:  ______________________________

Date: ______________________________

                                       16
<PAGE>

                                  SCHEDULE "A"

                    RECORDKEEPING AND ADMINISTRATIVE SERVICES

*    The Trustee will provide only the recordkeeping and administrative services
     set forth on this Schedule "A" and as documented in the Plan Administration
     Manual and no others.

Administration

*    Establishment and maintenance of Participant account and election
     percentages, including distribution elections and beneficiary designations.

*    Maintenance of the following Plan investment options:

         -    Fidelity Growth & Income Portfolio

         -    Fidelity Magellan(R) Fund

         -    Fidelity Equity-Income Fund

         -    Fidelity Growth Company Fund

         -    Fidelity Low-Priced Stock Fund

         -    Fidelity U.S. Bond Index Fund

         -    Fidelity Spartan(R) U.S. Equity Index Fund

         -    Fidelity Mid-Cap Stock Fund

         -    Fidelity OTC Portfolio

         -    Fidelity Money Market Trust: Retirement Money Market Portfolio

         -    Ariel Appreciation Fund - Investor Class

         -    Merrill Lynch Semiconductor Holder Fund (priced in accordance with
              Schedule "G")

         -    Templeton Foreign Fund - Class A

         -    Moody's Baa Index (priced in accordance with Schedule "F")

*    Maintenance of the following money classifications:

         -    Salary

         -    Company Match

         -    Stock Option Deferral

         -    Director Fees

         -    Bonus

         -    TIP Restoration DCP

         -    TIP Restoration

         -    Restricted Stock Option

Processing

*    Processing of mutual fund trades.

*    Maintain and process changes to Participants' prospective investment mix
     elections.

*    Process exchanges between investment options on a daily basis.

*    Provide processing consolidated payroll contribution data via a
     consolidated magnetic tape.

*    Provide reconciliation and processing of Participant withdrawal requests as
     approved and directed by the Sponsor. All withdrawal requests will be based
     on the current market values of the Participants' accounts, not advances or
     estimated values. The "current market value" of a Participant's account
     shall be the account value on the business day that direction is received
     from the Sponsor in good order by the Trustee, if such direction is
     confirmed before 4:00 p.m. (E.T.). If direction from the Sponsor is

                                       17
<PAGE>


     confirmed by the Trustee after 4:00 p.m. (E.T.) on a business day, then the
     current market value of a Participant's account shall be the account value
     on the next business day.

Other

*    Prepare, reconcile and deliver a monthly Trial Balance Report presenting
     all money classes and investments. This report is based on the market value
     as of the last business day of the month.

*    Prepare and mail to the Participant, a confirmation of the transactions
     exchanges and changes to investment mix elections) within five (5) business
     days of the Participants instructions.

*    Provide access to Plan Sponsor Webstation (PSW). PSW is a graphical,
     Windows-based application that provides current plan and Participant-level
     information, including indicative data, account balances, activity and
     history.

*    Prepare employee communications describing available investment options,
     including multimedia informational materials and group presentations,
     including communications for annual open enrollment and second half bonus
     enrollment.

ANALOG DEVICES, INC.                        FIDELITY MANAGEMENT TRUST
                                            COMPANY

By:  __________________________             By: ________________________________
                           Date                 FMTC Authorized Signatory   Date

                                       18
<PAGE>

                                  SCHEDULE "B"

                                  FEE SCHEDULE

Annual Recordkeeping and Trustee Fees:      Fee Waived.

Non-Fidelity Mutual Funds:                  Fees paid directly to Fidelity
                                            Investments Institutional Operations
                                            Company, Inc. ("FIIOC") or its
                                            affiliates by Non-Fidelity Mutual
                                            Fund vendors shall be posted and
                                            updated quarterly on Plan Sponsor
                                            Webstation at
                                            https://psw.fidelity.com or a
                                            successor site.

Other Fees:                                 Separate charges for extraordinary
                                            expenses resulting from large
                                            numbers of simultaneous manual
                                            transactions, from errors not caused
                                            by Fidelity, reports not
                                            contemplated in this Agreement,
                                            corporate actions, or the provision
                                            of communications materials in hard
                                            copy which are also accessible to
                                            Participants via electronic services
                                            in the event that the provision of
                                            such material in hard copy would
                                            result in an additional expense
                                            deemed to be material.

                                            Fees for corporate actions will be
                                            negotiated separately based on the
                                            characteristics of the project as
                                            well as the overall relationship at
                                            the time of the project.

ANALOG DEVICES, INC.                   FIDELITY MANAGEMENT TRUST
                                       COMPANY

By: _______________________            By: _________________________________
                       Date                FMTC Authorized Signatory   Date

                                       19
<PAGE>

                                  SCHEDULE "C"

                          [ADMINISTRATOR'S LETTERHEAD]

Ms. Rebecca Hays
FESCo Business Compliance
Contracts Administration
82 Devonshire Street, MM3H
Boston, Massachusetts  02109

                                 [NAME OF PLAN]

         *** NOTE: THIS SCHEDULE SHOULD CONTAIN NAMES AND SIGNATURES FOR ALL
         INDIVIDUALS WHO WILL BE PROVIDING DIRECTIONS TO FIDELITY
         REPRESENTATIVES IN CONNECTION WITH THE PLAN.

         FIDELITY REPRESENTATIVES WILL BE UNABLE TO ACCEPT DIRECTIONS FROM ANY
         INDIVIDUAL WHOSE NAME DOES NOT APPEAR ON THIS SCHEDULE.***

Dear Ms. Hays:

         This letter is sent to you in accordance with Section 8(b) of the Trust
Agreement, dated as of [date], between [name of Plan Sponsor] and Fidelity
Management Trust Company. [I or We] hereby designate [name of individual], [name
of individual], and [name of individual], as the individuals who may provide
directions upon which Fidelity Management Trust Company shall be fully protected
in relying. Only one such individual need provide any direction. The signature
of each designated individual is set forth below and certified to be such.

         You may rely upon each designation and certification set forth in this
letter until [I or we] deliver to you written notice of the termination of
authority of a designated individual.

                                                              Very truly yours,

                                                              [ADMINISTRATOR]

                                                              By

[signature of designated individual]
[name of designated individual]

[signature of designated individual]
[name of designated individual]

[signature of designated individual]
[name of designated individual]

                                       20
<PAGE>

                                  SCHEDULE "D"

              OPERATIONAL GUIDELINES FOR NON-FIDELITY MUTUAL FUNDS

Pricing

By 7:00 p.m. Eastern Time ("ET") each Business Day, the Non-Fidelity Mutual Fund
Vendor ("Fund Vendor") will input the following information ("Price
Information") into the Fidelity Participant Recordkeeping System ("FPRS") via
the remote access price screen that Fidelity Investments Institutional
Operations Company, Inc. ("FIIOC"), an affiliate of the Trustee, has provided to
the Fund Vendor: (1) the net asset value for each Fund at the Close of Trading,
(2) the change in each Fund's net asset value from the Close of Trading on the
prior Business Day, and (3) in the case of an income fund or funds, the daily
accrual for interest rate factor ("mil rate"). FIIOC must receive Price
Information each Business Day (a "Business Day" is any day the New York Stock
Exchange is open). If on any Business Day the Fund Vendor does not provide such
Price Information to FIIOC, FIIOC shall pend all associated transaction activity
in the Fidelity Participant Recordkeeping System ("FPRS") until the relevant
Price Information is made available by Fund Vendor.

Trade Activity and Wire Transfers

By 7:00 a.m. ET each Business Day following Trade Date ("Trade Date Plus One"),
FIIOC will provide, via facsimile, to the Fund Vendor a consolidated report of
net purchase or net redemption activity that occurred in each of the Funds up to
4:00 p.m. ET on the prior Business Day. The report will reflect the dollar
amount of assets and shares to be invested or withdrawn for each Fund. FIIOC
will transmit this report to the Fund Vendor each Business Day, regardless of
processing activity. In the event that data contained in the 7:00 a.m. ET
facsimile transmission represents estimated trade activity, FIIOC shall provide
a final facsimile to the Fund Vendor by no later than 9:00 a.m. ET. Any
resulting adjustments shall be processed by the Fund Vendor at the net asset
value for the prior Business Day.

The Fund Vendor shall send via regular mail to FIIOC transaction confirms for
all daily activity in each of the Funds. The Fund Vendor shall also send via
regular mail to FIIOC, but no later than the fifth Business Day following
calendar month close, a monthly statement for each Fund. FIIOC agrees to notify
the Fund Vendor of any balance discrepancies within twenty (20) Business Days of
receipt of the monthly statement.

For purposes of wire transfers, FIIOC shall transmit a daily wire for aggregate
purchase activity and the Fund Vendor shall transmit a daily wire for aggregate
redemption activity, in each case including all activity across all Funds
occurring on the same day.

Prospectus Delivery

FIIOC shall be responsible for the timely delivery of Fund prospectuses and
periodic Fund reports ("Required Materials") to Participants, and shall retain
the services of a third-party vendor to handle such mailings. The Fund Vendor
shall be responsible for all materials and production costs, and hereby agrees
to provide the Required Materials to the third-party vendor selected by FIIOC.
The Fund Vendor shall bear the costs of mailing annual Fund reports to
Participants. FIIOC shall bear the costs of mailing prospectuses to
Participants.

Proxies

The Fund Vendor shall be responsible for all costs associated with the
production of proxy materials. FIIOC shall retain the services of a third-party
vendor to handle proxy solicitation mailings and vote tabulation. Expenses
associated with such services shall be billed directly the Fund Vendor by the
third-party vendor.

Participant Communications

                                       21
<PAGE>

The Fund Vendor shall provide internally prepared fund descriptive information
approved by the Funds' legal counsel for use by FIIOC in its written Participant
communication materials. FIIOC shall utilize historical performance data
obtained from third-party vendors (currently Morningstar, Inc., FACTSET Research
Systems and Lipper Analytical Services) in telephone conversations with plan
Participants and in quarterly Participant statements. The Sponsor hereby
consents to FIIOC's use of such materials and acknowledges that FIIOC is not
responsible for the accuracy of third-party information. FIIOC shall seek the
approval of the Fund Vendor prior to retaining any other third-party vendor to
render such data or materials under this Agreement.

Compensation

FIIOC shall be entitled to fees as set forth in a separate agreement with the
Fund Vendor.

                                       22
<PAGE>

                                  SCHEDULE "E"

                               EXCHANGE GUIDELINES

The following exchange procedures are currently employed by Fidelity Investments
Institutional Operations Company, Inc. ("FIIOC").

Exchange hours, via a Fidelity Participant service representative, are 8:30 a.m.
(ET) to 12:00 midnight (ET) on each Business Day. A "Business Day" is any day on
which the New York Stock Exchange (NYSE) is open.

Exchanges via the internet may be made virtually 24 hours a day.

Exchanges via VRS may be made virtually 24 hours a day.

FIIOC reserves the right to change these Exchange Guidelines at its discretion.

Note: The NYSE's normal closing time is 4:00 p.m. (ET); in the event the NYSE
alters its closing time, all references below to 4:00 p.m. (ET) shall mean the
NYSE closing time as altered.

                               INVESTMENT OPTIONS

EXCHANGES BETWEEN INVESTMENT OPTIONS

In accordance with this Agreement, the Sponsor may direct that Participants
contact Fidelity on any day to exchange between investment options. If the
request is confirmed before the close of the market (generally, 4:00 p.m. ET) on
a Business Day, it will receive that day's trade date. Requests confirmed after
the close of the market on a Business Day (or on any day other than a Business
Day) will be processed on a next day basis.

EXCHANGE RESTRICTIONS

Exchanges into the Moody's Baa Index are not permitted for assets held in the
TIP Restoration source.

ANALOG DEVICES, INC.

By _________________________________________
                                   Date

                                       23
<PAGE>

                                  SCHEDULE "F"
              OPERATING PROCEDURES FOR THE MOODY'S BAA INDEX IN THE
                 ANALOG DEVICES, INC. DEFERRED COMPENSATION PLAN

THESE PROCEDURES, dated as of October 1, 2003, are among Analog Devices, Inc.
(the "Sponsor"), and FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.
("FIIOC").

FIIOC shall provide the recordkeeping services set forth in these Operating
Procedures for the Cash Account ("the Fund").

SECTION 1. DEFINITIONS.

(a) "Business Day" shall mean any day the New York Stock Exchange ("NYSE") is
open for business.

(b) "Initial Fund Pricing Date" shall mean October 1, 2003, whereby the Sponsor
shall provide a letter to FIIOC detailing the daily mil rate for the Funds that
shall be in effect for the upcoming annual period.

(c) "Fund Pricing Date" shall mean the first calendar day of each year,
beginning in January 2004, whereby the Sponsor shall provide a letter to FIIOC
detailing the daily mil rate for the Fund that shall be in effect for the
upcoming annual period. The aforementioned letter shall be provided by the
Sponsor to FIIOC no later than five (5) Business Days prior to any Fund Pricing
Date.

SECTION 2. FUND PRICING.

FIIOC shall maintain a fixed unit value price of $1.00 for the Funds.

(a) A daily mil rate for the Fund shall be calculated by the Sponsor and
communicated to FIIOC via facsimile on the Sponsor's letterhead to (859)
491-9167 (primary) or (859) 291-6196 (back-up) no later than five (5) Business
Days prior to any Funds Pricing Date. The original letter shall be sent to FIIOC
as soon as practicable thereafter.

(b) FIIOC shall use the daily mil rates as calculated and provided by the
Sponsor, unless instructed otherwise by the Sponsor, in order to distribute
unfunded accrued income monthly to participants. In the event of a change in the
interest rate or daily mil rates prior to the end of any calendar year, the
Sponsor shall notify FIIOC via FIIOC's electronic spreadsheet as soon as
practicable and preferably at least five (5) Business Days prior to any such
change.

(c) The Sponsor agrees to compensate FIIOC for the cost of any adjustments made
to participant accounts due to the Sponsor's failure to provide the correct
annual simple interest rate or failure to provide the annual simple interest
rate in a timely manner to FIIOC for any Funds Pricing Date.

                                       24
<PAGE>

SECTION 3. INCOME ALLOCATION.

FIIOC shall reinvest unfunded accrued income on the last calendar day of each
month in additional units of the Funds at that Business Day's unit value.

The above Procedures and conditions are hereby confirmed by all parties.

FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.

By: _______________________________

Name: _____________________________

Title: ____________________________

Date: _____________________________

ANALOG DEVICES, INC.

By: _______________________________

Name: _____________________________

Title: ____________________________

Date: _____________________________

                                       25
<PAGE>

                                  SCHEDULE "G"

                   OPERATING PROCEDURES FOR THE MERRILL LYNCH
           SEMICONDUCTOR HOLDRS(SW) FUND IN THE ANALOG DEVICES, INC.
                           DEFERRED COMPENSATION PLAN

THESE PROCEDURES, dated as of October 1, 2003, are among ANALOG DEVICES, INC.
(the "Sponsor"), and FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.
("FIIOC").

FIIOC shall provide the recordkeeping services set forth herein for the Merrill
Lynch Semiconductor HOLDRS(sw) (the "Fund"):

SECTION 1. DEFINITIONS.

(a) "Business Day" shall mean any day the New York Stock Exchange ("NYSE") is
open for business.

(b) "Price Information" shall mean the 4:00 P.M. ET NYSE price for the Merrill
Lynch Semiconductor HOLDRS(sw) exchange traded mutual fund.

SECTION 2. FUND PRICING.

(a) Each Business Day by 7:00 P.M. ET, FIIOC shall download the Price
Information which will be used for all unfunded valuations and transactions
involving the Fund.

(b) The Sponsor agrees to indemnify and hold harmless FIIOC for any adjustments
to Participant accounts as a result of the Sponsor's failure to notify FIIOC of
any change to the manner in which the Price Information is determined.

                      THIS SECTION INTENTIONALLY LEFT BLANK

                                       26
<PAGE>

The above procedures and conditions are hereby confirmed by all parties.

FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.

By: _____________________________________

Name: ___________________________________

Title: __________________________________

Date: ___________________________________

ANALOG DEVICES, INC.

By: _____________________________________

Name: ___________________________________

Title: __________________________________

Date: ___________________________________

                                       27
<PAGE>

                             SAMPLE DIRECTION LETTER

                             [EMPLOYER'S LETTERHEAD]

Ms. Rebecca Hays
FESCo Business Compliance
Contracts Administration
82 Devonshire Street, MM3H
Boston, Massachusetts  02109

        RE:  INVESTMENT INSTRUCTIONS FOR RABBI TRUST ASSETS

Dear Ms. Hays:

         The Participants under the ______________________________ Plan ("Plan")
have the right to direct the investment of their Plan account in hypothetical
investment options, which are currently based on a number of registered
investment companies advised by Fidelity Management & Research Company
("Fidelity Mutual Funds") (OPTIONAL LANGUAGE TO BE USED IF NON-FIDELITY MUTUAL
FUNDS ARE INVESTMENT OPTIONS UNDER THE PLAN: AND CERTAIN INVESTMENT COMPANIES
NOT ADVISED BY FIDELITY MANAGEMENT & RESEARCH COMPANY ("NON-FIDELITY MUTUAL
FUNDS"). Fidelity Management Trust Company has agreed pursuant to a Trust
Agreement with ____________________________ dated ____________, to receive such
Participant directions.

         The Sponsor hereby directs the Trustee to invest funds contributed to
the rabbi trust in a manner which corresponds directly to elections made by
Participants under the plan.

         This procedure will remain in effect until a revised instruction letter
is provided by the Sponsor and accepted by the Trustee.

                                                          Sincerely,

                                                          ______________________

____________________ (W/ENC.)

                                       28

</TEXT>
</DOCUMENT>
