Form of Note – Analog Devices Inc.

FORM OF NOTE

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE SUPPLEMENTAL
INDENTURE HEREINAFTER REFERRED TO GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY
FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.2 OF THE SUPPLEMENTAL
INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART
PURSUANT TO SECTION 2.2(a) OF THE SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE
MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE
BASE INDENTURE HEREINAFTER REFERRED TO AND (IV) THIS GLOBAL NOTE MAY BE
TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY HEREINAFTER REFERRED TO.

THIS GLOBAL NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY. THIS GLOBAL NOTE IS EXCHANGEABLE FOR NOTES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE
OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY
THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH A SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) (“DTC“) TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.

CUSIP: 032654 AG0
ISIN: US032654AG04

ANALOG DEVICES, INC.
3.00% Notes due April 15, 2016

No._

$_____________

Analog Devices, Inc., a Massachusetts corporation, promises to pay to CEDE
& CO. or registered assigns, the principal sum of $__________ on April 15,
2016.

Interest Payment Dates:		April 15 and October 15
Record Dates:		April 1 and October 1

Dated: ________________, 2011

	ANALOG DEVICES, INC.
	By:
		Name:
		Title:

Date of Authentication: April __, 2011

This is one of the Global Notes referred to in the within-mentioned
Supplemental Indenture:

Dated: April __, 2011

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
By:
		Name:
		Title:

(Back of Note)

ANALOG DEVICES, INC.
3.00% Notes due April 15, 2016

Capitalized terms used herein have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. Analog Devices, Inc., a Massachusetts corporation (the
“Company“), promises to pay interest on the principal
amount of this Note at 3.00% per annum from the date hereof until maturity. The
Company will pay interest semi-annually on April 15 and October 15 of each year,
or if any such day is not a Business Day, on the next succeeding Business Day,
and no additional interest will accrue on the amount so payable for that period
(each an “Interest Payment Date“). Interest on the
Notes will accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from April 4, 2011; provided that if
there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest will accrue from such next succeeding
Interest Payment Date; provided, further, that the first
Interest Payment Date will be October 15, 2011. The Company will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law to
the extent allowable) on overdue principal at the rate equal to the then
applicable interest rate on the Notes to the extent lawful; it will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law to
the extent allowable) on overdue installments of interest at the same rate to
the extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

2. METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) to the persons who are registered Holders of Notes
at the close of business on the April 1 or October 1 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.13 of the
Base Indenture with respect to defaulted interest. Principal and interest on the
Notes will be payable at the office or agency of the Paying Agent and Registrar
within the City and State of New York or, at the option of the Company, payment
of interest may be made by check mailed to the Holders of the Notes at their
respective addresses set forth in the register of Holders of Notes;
provided that payment by wire transfer of immediately available funds
will be required with respect to principal of and interest on all Global
Securities and all other Notes the Holders of which will have provided wire
transfer instructions to the Company or the Paying Agent. Such payment will be
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.

3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York
Mellon Trust Company, N.A., the Trustee under the Indenture, will act as Paying
Agent and Registrar. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company or any of its Subsidiaries may act in
any such capacity.

4. INDENTURE. This Note is one of a duly authenticated Series of
securities of the Company issued and to be issued in one or more Series under an
indenture (the “Base Indenture“), dated as of June 30,
2009 between the Company and the Trustee, as amended by the Supplemental
Indenture, dated as of April 4, 2011, between the Company and the Trustee (the
“Supplemental Indenture” and, together with the Base
Indenture, the “Indenture“). The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the TIA. The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture will govern and be controlling, and
to the extent any provision of the Base Indenture conflicts with the express
provisions of the Supplemental Indenture, the provisions of the Supplemental
Indenture will govern and be controlling. The Company will be entitled to issue
Additional Notes pursuant to Section 2.3 of the Supplemental Indenture.

5. OPTIONAL REDEMPTION.

The Notes are redeemable at the option of the Company, at any time or from
time to time, either in whole

or in part, at a redemption price equal to the greater of the following
amounts, plus, in each case, accrued and unpaid interest thereon to the
redemption date:

(i) 100% of the principal amount of the Notes to be redeemed; and

(ii) the sum of the present values of the Remaining Scheduled Payments.

In determining the present values of the Remaining Scheduled Payments, such
payments shall be discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) using a discount
rate equal to the Treasury Rate plus 15 basis points.

Calculation of the foregoing shall be made by the Company or on the Company’s
behalf by such person as the Company shall designate; provided, however,
that such calculation shall not be a duty or obligation of the Trustee.

Unless the Company defaults in payment of the redemption price, on and after
the redemption date, interest will cease to accrue on the Notes or portions
thereof called for redemption.

A partial redemption of the Notes may be effected by such method as the
Trustee shall deem fair and appropriate and may provide for the selection for
redemption of a portion of the principal amount of the Notes equal to an
authorized denomination.

No Notes of $2,000 or less can be redeemed in part. Notes in denominations
larger than $2,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed.

Notice of any redemption shall be mailed at least 15 days but not more than
60 days before the redemption date to each Holder of the Notes to be redeemed.

6. MANDATORY REDEMPTION. The Company is not required to make any
mandatory redemption or sinking fund payments with respect to the Notes.

7. OFFER TO PURCHASE UPON CHANGE OF CONTROL.

If a Change of Control Triggering Event occurs, unless the Company has
exercised its option to redeem the Notes or has defeased the Notes or satisfied
and discharged the Notes, the Company shall be required to make an offer (a
“Change of Control Offer“) to each Holder of the Notes
to repurchase all or any part (equal to $2,000 and in integral multiples of
$1,000 in excess thereof) of that Holder’s Notes pursuant to the terms set forth
in the Indenture. In a Change of Control Offer, the Company shall be required to
offer payment in cash equal to 101% of the aggregate principal amount of the
Notes repurchased, plus accrued and unpaid interest, if any, on the Notes
repurchased to the date of repurchase.

8. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $2,000 and integral multiples of
$1,000. Notes may be transferred or exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company or the Trustee
may require a Holder to pay any taxes and fees required by law or permitted by
the Indenture. The Company need not exchange or transfer any Note or portion of
a Note selected for redemption, except for the unredeemed portion of any Note
being redeemed in part. Also, the Company need not exchange or register the
transfer of any Notes for a period of 15 days before the day of any selection of
Notes to be redeemed or during the period between a record date and the
corresponding Interest Payment Date.

9. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

10. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of

the Notes then outstanding, including, without limitation, consents obtained
in connection with a tender offer or exchange offer for the Notes, and any
existing default or compliance with any provision of the Indenture or the Notes,
may be waived with the consent of the Holders of a majority in principal amount
of the then outstanding Notes, including, without limitation, consents obtained
in connection with a tender offer or exchange offer for the Notes. Without the
consent of any Holder of a Note, the Indenture or the Notes may be amended or
supplemented (i) to cure any ambiguity, defect or inconsistency; (ii) to provide
for a supplemental indenture as set forth in Article V of the Base Indenture;
(iii) to provide for uncertificated Notes in addition to or in place of
certificated Notes; (iv) to make any change that does not adversely affect the
rights of any Holder; (v) to provide for the issuance of and establish the form
and terms and conditions of the Securities of any Series as permitted by the
Indenture; (vi) to evidence and provide for the acceptance of appointment under
the Indenture by a successor Trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to provide for or facilitate
the administration of the trusts under the Indenture by more than one Trustee;
or (vii) to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the TIA.

11. DEFAULTS AND REMEDIES. If an Event of Default with respect to
the Notes shall occur and be continuing, the principal of, and any accrued and
unpaid interest on, the outstanding Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

12. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or
any other capacity, may become the owner or pledgee of the Notes and may
otherwise deal with the Company or an Affiliate of the Company with the same
rights it would have if it were not Trustee.

13. NO RECOURSE AGAINST OTHERS. A director, officer, employee or
stockholder, as such, of the Company will not have any liability for any
obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for the issue of the Notes.

14. AUTHENTICATION. This Note will not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

15. ABBREVIATIONS. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

16. CUSIP NUMBERS. The Company has caused CUSIP numbers to be
printed on the Notes and the Trustee shall use CUSIP numbers in notices of
redemption as a convenience to Holders. No representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in
any notice of redemption and reliance may be placed only on the other elements
of identification printed on the Notes, and any such redemption shall not be
affected by any defect in or omission of such numbers. The Company will furnish
to any Holder upon written request and without charge a copy of the Base
Indenture and the Supplemental Indenture. Requests may be made to:

Analog Devices, Inc.
One Technology Way
Norwood, Massachusetts 02062
Attention: General Counsel

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer
this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint __________________________ to transfer this Note on
the books of the Company. The agent may substitute another to act for him

Date: _______________

		Your Signature:
		(sign exactly as your name appears on the face of this Note)
		Tax Identification No:
		Signature Guarantee:

Signatures must be guaranteed by an “eligible guarantor institution” meeting
the requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program
(“STAMP“) or such other “signature guarantee program”
as may be determined by the Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the
Company pursuant to Section 4.1 of the
Supplemental Indenture, check the box below:

o Section 4.1

If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.1 of the Supplemental Indenture, state the amount you
elect to have purchased: $_________________

Date: __________________

		Your Signature:
		(sign exactly as your name appears on the face of this Note)
		Tax Identification No:
		Signature Guarantee:

Signatures must be guaranteed by an “eligible guarantor institution” meeting
the requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program
(“STAMP“) or such other “signature guarantee program”
as may be determined by the Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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