Underwriting Agreement – Analog Devices Inc.

ANALOG DEVICES, INC.

$375,000,000 3.000% Senior Notes Due 2016

UNDERWRITING AGREEMENT

March 30, 2011

Credit Suisse Securities (USA) LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
As Representatives of the Several Underwriters,
c/o Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010

Ladies and Gentlemen:

1. Introductory. Analog Devices, Inc., a Massachusetts corporation
(the “Company“), agrees with the several Underwriters named in
Schedule A hereto (the “Underwriters“) for whom Credit Suisse
Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated
are acting as Representatives (the “Representatives”) to issue and sell to the
several Underwriters $375,000,000 principal amount of its 3.000% Senior Notes
Due 2016 (the “Securities“). The Securities shall be issued
under an indenture, dated as of June 30, 2009, as supplemented by a supplemental
indenture to be dated as of the Closing Date (the “Indenture”), between the
Company and The Bank of New York Mellon Trust Company, N.A., as Trustee.

2. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, the several Underwriters that:

(a) Filing and Effectiveness of Registration Statement; Certain Defined
Terms. The Company has filed with the Commission a registration statement
on Form S-3 (No. 333-160215), including a related prospectus or prospectuses,
covering the registration of the Securities under the Act, which has become
effective. “Registration Statement” at any particular time
means such registration statement in the form then filed with the Commission,
including any amendment thereto, any document incorporated by reference therein
and all 430B Information and all 430C Information with respect to such
registration statement, that in any case has not been superseded or modified.
“Registration Statement” without reference to a time means the
Registration Statement as of the Effective Time. For purposes of this
definition, 430B Information shall be considered to be included in the
Registration Statement as of the time specified in Rule 430B.

For purposes of this Agreement:

“430B Information” means information included in a
prospectus then deemed to be a part of the Registration Statement pursuant to
Rule 430B(e) or retroactively deemed to be a part of the Registration Statement
pursuant to Rule 430B(f).

“430C Information” means information included in a
prospectus then deemed to be a part of the Registration Statement pursuant to
Rule 430C.

“Act” means the Securities Act of 1933, as amended.

“Applicable Time” means 2:30 p.m. (Eastern time) on the date
of this Agreement.

“Closing Date” has the meaning defined in Section 3 hereof.

“Commission” means the Securities and Exchange Commission.

“Effective Time” of the Registration Statement relating to
the Securities means the time of the first contract of sale for the Securities.

“Exchange Act” means the Securities Exchange Act of 1934, as
amended.

“Exchange Rules” means the rules of the New York Stock
Exchange.

“Final Prospectus” means the Statutory Prospectus that
discloses the public offering price, other 430B Information and other final
terms of the Securities and otherwise satisfies Section 10(a) of the Act.

“General Use Issuer Free Writing Prospectus” means any
Issuer Free Writing Prospectus that is intended for general distribution to
prospective investors, as evidenced by its being so specified in Schedule B to
this Agreement.

“Issuer Free Writing Prospectus” means any “issuer free
writing prospectus,” as defined in Rule 433, relating to the Securities in the
form filed or required to be filed with the Commission or, if not required to be
filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“Limited Use Issuer Free Writing Prospectus” means any
Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing
Prospectus.

“Rules and Regulations” means the rules and regulations of
the Commission.

“Securities Laws” means, collectively, the Sarbanes-Oxley
Act of 2002 (“Sarbanes-Oxley“), the Act, the Exchange Act, the
Rules and Regulations and the auditing principles, rules, standards and
practices applicable to auditors of “issuers” (as defined in Sarbanes-Oxley)
promulgated or approved by the Public Company Accounting Oversight Board.

“Statutory Prospectus” with reference to any particular time
means the prospectus relating to the Securities that is included in the
Registration Statement immediately prior to that time, including all 430B
Information and all 430C Information with respect to the Registration Statement.
For purposes of the foregoing definition, 430B Information shall be considered
to be included in the Statutory Prospectus only as of the actual time that form
of prospectus (including a prospectus supplement) is filed with the Commission
pursuant to Rule 424(b) and not retroactively.

“Trust Indenture Act” means the Trust Indenture Act of 1939,
as amended.

Unless otherwise specified, a reference to a “rule” is to the indicated rule
under the Act.

(b) Compliance with Securities Act Requirements. (i) (A) At the time
the Registration Statement initially became effective, (B) at the time of each
amendment thereto for the purposes of complying with Section 10(a)(3) of the Act
(whether by post-effective amendment, incorporated report or form of
prospectus), (C) at the Effective Time relating to the Securities and (D) on the
Closing Date, the Registration Statement conformed and will conform in all
material respects to the requirements of the Act, the Trust Indenture Act and
the Rules and Regulations and did not and will not include any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading and (ii) (A)
on its date, (B) at the time of filing the Final Prospectus pursuant to Rule
424(b) and (C) on the Closing Date, the Final Prospectus will conform in all
material respects to the requirements of the Act, the Trust Indenture Act and
the Rules and Regulations, and will not include any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. The preceding sentence does not apply to
statements in or omissions from

any such document based upon written information furnished to the Company by
any Underwriter through the Representatives specifically for use therein, it
being understood and agreed that the only such information is that described as
such in Section 8(b) hereof.

(c) Automatic Shelf Registration Statement. (i) Well-Known
Seasoned Issuer Status. (A) At the time of initial filing of the
Registration Statement, (B) at the time of the most recent amendment thereto for
the purposes of complying with Section 10(a)(3) of the Act (whether such
amendment was by post-effective amendment, incorporated report filed pursuant to
Section 13 or 15(d) of the Exchange Act or form of prospectus), and (C) at the
time the Company or any person acting on its behalf (within the meaning, for
this clause only, of Rule 163(c)) made any offer relating to the Securities in
reliance on the exemption of Rule 163, the Company was a “well known seasoned
issuer” as defined in Rule 405, including not having been an “ineligible issuer”
as defined in Rule 405 by virtue of a waiver issued by the Commission on May 30,
2008.

(ii) Effectiveness of Automatic Shelf Registration Statement. The
Registration Statement is an “automatic shelf registration statement,” as
defined in Rule 405, that initially became effective within three years of the
date of this Agreement.

(iii) Eligibility to Use Automatic Shelf Registration Form. The
Company has not received from the Commission any notice pursuant to Rule
401(g)(2) objecting to use of the automatic shelf registration statement form.
If at any time when the Securities remain unsold by the Underwriters the Company
receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise
ceases to be eligible to use the automatic shelf registration statement form,
the Company will (i) promptly notify the Representatives, (ii) promptly file a
new registration statement or post-effective amendment on the proper form
relating to the Securities, in a form satisfactory to the Representatives, (iii)
use its best efforts to cause such registration statement or post-effective
amendment to be declared effective as soon as practicable, and (iv) promptly
notify the Representatives of such effectiveness. The Company will take all
other action necessary or appropriate to permit the public offering and sale of
the Securities to continue as contemplated in the registration statement that
was the subject of the Rule 401(g)(2) notice or for which the Company has
otherwise become ineligible. References herein to the Registration Statement
shall include such new registration statement or post-effective amendment, as
the case may be.

(iv) Filing Fees. The Company has paid or shall pay the required
Commission filing fees relating to the Securities within the time required by
Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance
with Rules 456(b) and 457(r).

(d) Ineligible Issuer Status. (i) At the earliest time after the
filing of the Registration Statement that the Company or another offering
participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the
Securities and (ii) at the date of this Agreement, the Company was not and is
not an “ineligible issuer,” as defined in Rule 405, by virtue of a waiver issued
by the Commission on May 30, 2008.

(e) General Disclosure Package. As of the Applicable Time, neither
(i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the
Applicable Time and the preliminary prospectus supplement, dated March 30, 2011
including the base prospectus, dated June 25, 2009 (which is the most recent
Statutory Prospectus distributed to investors generally), and the other
information, if any, stated in Schedule B to this Agreement to be included in
the General Disclosure Package, all considered together (collectively, the
“General Disclosure Package“), nor (ii) any individual Limited
Use Issuer Free Writing Prospectus, when considered together with the General
Disclosure Package, included any untrue statement of a material fact or omitted
to state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading. The
preceding sentence does not

apply to statements in or omissions from the General Disclosure Package or
any Issuer Free Writing Prospectus in reliance upon and in conformity with
written information furnished to the Company by any Underwriter through the
Representatives specifically for use therein, it being understood and agreed
that the only such information furnished by any Underwriter consists of the
information described as such in Section 8(b) hereof.

(f) Issuer Free Writing Prospectuses. Each Issuer Free Writing
Prospectus, as of its issue date and at all subsequent times through the
completion of the public offer and sale of the Securities or until any earlier
date that the Company notified or notifies the Representatives as described in
the next sentence, did not, does not and will not include any information that
conflicted, conflicts or will conflict with the information then contained in
the Registration Statement. If at any time prior to or as of the Closing Date
following issuance of an Issuer Free Writing Prospectus there occurred or occurs
an event or development as a result of which such Issuer Free Writing Prospectus
conflicted or would conflict with the information then contained in the
Registration Statement or as a result of which such Issuer Free Writing
Prospectus, if republished immediately following such event or development,
would include an untrue statement of a material fact or omitted or would omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, (i) the
Company has promptly notified or will promptly notify the Representatives and
(ii) the Company has promptly amended or will promptly amend or supplement such
Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue
statement or omission.

(g) Due Incorporation and Good Standing of the Company. The Company
has been duly incorporated and is existing and in good standing under the laws
of the Commonwealth of Massachusetts, with corporate power and authority to own
its properties and conduct its business as described in the General Disclosure
Package; and the Company is duly qualified to do business as a foreign
corporation and in good standing in all other jurisdictions in which its
ownership or lease of property or the conduct of its business requires such
qualification, except where the failure to be so qualified would not,
individually or in the aggregate, result in a Material Adverse Effect (as
defined below).

(h) Subsidiaries. Each subsidiary of the Company has been duly
incorporated or organized, as the case may be, and is existing and in good
standing under, the laws of the jurisdiction of its incorporation or
organization, as the case may be, with corporate power and authority to own its
properties and conduct its business as described in the General Disclosure
Package; and each subsidiary of the Company is duly qualified to do business as
a foreign corporation or other applicable entity in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its
business requires such qualification and where such concepts of “due
qualification” and “good standing” exist; all of the issued and outstanding
capital stock or other equity interests of each subsidiary of the Company has
been duly authorized and validly issued and is fully paid and nonassessable (to
the extent that such concepts of “due authorization”, “valid issuance” and being
“fully paid and nonassessable” exist in the jurisdiction in which such
subsidiary is incorporated or organized, as the case may be); and the capital
stock or other equity interests of each subsidiary owned by the Company,
directly or through subsidiaries, is owned free from liens, encumbrances and
defects, except, in each case in this clause (h), as would not, individually or
in the aggregate, result in a Material Adverse Effect.

(i) Execution and Delivery of Indenture. The Indenture has been duly
authorized by the Company and has been duly qualified under the Trust Indenture
Act; the Securities have been duly authorized and, when the Securities are
delivered and paid for pursuant to this Agreement on each Closing Date, the
Indenture will have been duly executed and delivered by the Company, such
Securities will have been duly executed, authenticated, issued and delivered,
will be consistent with the information in the General Disclosure Package and
will conform to the description of such Securities contained in the Final
Prospectus and the Indenture and such Securities will

constitute valid and legally binding obligations of the Company, enforceable
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity principles.

(j) Absence of Further Requirements. No consent, approval,
authorization, or order of, or filing or registration with, any governmental
agency or body or any court is required for the consummation of the transactions
contemplated by this Agreement or the Indenture in connection with the offering,
issuance and sale of the Securities by the Company, except such as have been
obtained or made and such as may be required under state securities laws.

(k) Title to Property. Except as disclosed in the General Disclosure
Package, the Company and its subsidiaries have good and marketable title to all
real properties and good title to all other properties and assets owned by them,
in each case free from liens, charges, encumbrances and defects that would
materially affect the value thereof or materially interfere with the use made or
to be made thereof by them and, except as disclosed in the General Disclosure
Package, the Company and its subsidiaries hold any leased real or personal
property under valid and enforceable leases with no terms or provisions that
would materially interfere with the use made or to be made thereof by them,
except, in each case in this clause (k), as would not, individually or in the
aggregate, result in a Material Adverse Effect.

(l) Absence of Defaults and Conflicts Resulting from Transaction.
The execution, delivery and performance of the Indenture and this Agreement, and
the issuance and sale of the Securities and compliance with the terms and
provisions thereof, will not result in a breach or violation of any of the terms
and provisions of, or constitute a default or a Debt Repayment Triggering Event
(as defined below) under, or result in the imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any of its
subsidiaries pursuant to, (i) the charter or by-laws or other organizational
documents of the Company or any of its subsidiaries, (ii) any statute, rule,
regulation or order of any governmental agency or body or any court, domestic or
foreign, having jurisdiction over the Company or any of its subsidiaries or any
of their properties, or (iii) any agreement or instrument to which the Company
or any of its subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the properties of the Company or any of
its subsidiaries is subject, except, in the case of clause (i) as it applies to
the Company’s subsidiaries, as would not, individually or in the aggregate,
result in a Material Adverse Effect, and in the case of clauses (ii) and (iii),
as would not, individually or in the aggregate, result in a Material Adverse
Effect; a “Debt Repayment Triggering Event” means any event or
condition that gives, or with the giving of notice or lapse of time would give,
the holder of any note, debenture, or other evidence of indebtedness (or any
person acting on such holder’s behalf) the right to require the repurchase,
redemption or repayment of all or a portion of such indebtedness by the Company
or any of its subsidiaries.

(m) Absence of Existing Defaults and Conflicts. Neither the Company
nor any of its subsidiaries is in violation of its respective charter or by-laws
or other organizational documents, or in default (or with the giving of notice
or lapse of time would be in default) under any existing obligation, agreement,
covenant or condition contained in any indenture, loan agreement, mortgage,
lease or other agreement or instrument to which any of them is a party or by
which any of them is bound or to which any of the properties of any of them is
subject, except such defaults that would not, individually or in the aggregate,
result in a material adverse effect on the condition (financial or otherwise),
results of operations, business or properties of the Company and its
subsidiaries taken as a whole (“Material Adverse Effect“).

(n) Authorization of Agreement. This Agreement has been duly
authorized, executed and delivered by the Company.

(o) Possession of Licenses and Permits. The Company and its
subsidiaries possess, and are in compliance with the terms of, all adequate
certificates, authorizations, franchises, licenses and permits
(“Licenses“) material to the conduct of the business now
conducted or proposed in the General Disclosure Package to be conducted by them
and have not received any notice of proceedings relating to the revocation or
modification of any Licenses that, if determined adversely to the Company or any
of its subsidiaries, would individually or in the aggregate have a Material
Adverse Effect.

(p) Absence of Labor Dispute. No labor dispute with the employees of
the Company or any of its subsidiaries exists or, to the knowledge of the
Company, is imminent, in either case that would have a Material Adverse Effect.

(q) Possession of Intellectual Property. The Company and its
subsidiaries own, possess or can acquire on reasonable terms sufficient
trademarks, trade names, patent rights, copyrights, domain names, licenses,
approvals, trade secrets, inventions, technology, know-how and other
intellectual property and similar rights (collectively, “Intellectual
Property Rights“) material to the conduct of the business now conducted
or proposed in the General Disclosure Package to be conducted by them, and the
expected expiration of any such Intellectual Property Rights would not,
individually or in the aggregate, have a Material Adverse Effect. Except as
disclosed in the General Disclosure Package (i) to the Company’s knowledge,
neither the Company nor any of its subsidiaries is infringing the Intellectual
Property Rights of any third parties; (ii) to the Company’s knowledge, no third
party is infringing the Intellectual Property Rights of the Company or any of
its subsidiaries; (iii) there is no pending or threatened action, suit,
proceeding or claim by others challenging the Company’s or any subsidiary’s
rights in or to, any of their Intellectual Property Rights, and the Company is
unaware of any facts which would form a reasonable basis for any such claim;
(iv) there is no pending or threatened action, suit, proceeding or claim by
others challenging the validity, enforceability or scope of any such
Intellectual Property Rights, and the Company is unaware of any facts which
would form a reasonable basis for any such claim; and (v) none of the
Intellectual Property Rights used by the Company or its subsidiaries in their
businesses as currently conducted or proposed to be conducted in the General
Disclosure Package has been obtained or is being used by the Company or its
subsidiaries in violation of any contractual obligation binding on the Company
or any of its subsidiaries, except in each case covered by clauses (i) : (v)
such as would not, individually or in the aggregate, have a Material Adverse
Effect.

(r) Environmental Laws. Except as disclosed in the General
Disclosure Package, neither the Company nor any of its subsidiaries is in
violation of any statute, any rule, regulation, decision or order of any
governmental agency or body or any court, domestic or foreign, relating to the
use, disposal or release of hazardous or toxic substances or relating to the
protection or restoration of the environment or human exposure to hazardous or
toxic substances (collectively, “environmental laws“), owns or
operates any real property contaminated with any substance that is subject to
any environmental laws, is liable for any off-site disposal or contamination
pursuant to any environmental laws, or is subject to any claim relating to any
environmental laws, which violation, contamination, liability or claim would
individually or in the aggregate have a Material Adverse Effect; and the Company
is not aware of any pending investigation relating to environmental laws.

(s) Accurate Disclosure. The statements in the General Disclosure
Package and the Final Prospectus under the headings “Description of the Notes”,
“Description of Debt Securities” and “Material United States Federal Tax
Consequences”, insofar as such statements summarize legal matters, agreements,
documents or proceedings discussed therein, are accurate and fair summaries of
such legal matters, agreements, documents or proceedings in all material
respects and present the information required to be shown therein.

(t) Absence of Manipulation. The Company has not taken, directly or
indirectly, any action that is designed to or that has constituted or that would
reasonably be expected to cause or result in the stabilization or manipulation
of the price of any security of the Company, in each case for the purpose of
facilitating the sale or resale of the Securities.

(u) Internal Controls and Compliance with the Sarbanes-Oxley Act.
Except as set forth in the General Disclosure Package, the Company, its
subsidiaries and the Company’s Board of Directors (the
“Board“) are in compliance with Sarbanes-Oxley and all
applicable Exchange Rules. The Company maintains a system of internal controls,
including, but not limited to, disclosure controls and procedures, internal
controls over accounting matters and financial reporting, an internal audit
function and legal and regulatory compliance controls (collectively,
“Internal Controls“) that comply in all material respects with
the Securities Laws and are sufficient to provide reasonable assurances that (i)
transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with U.S. General Accepted
Accounting Principles and to maintain accountability for assets, (iii) access to
assets is permitted only in accordance with management’s general or specific
authorization and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences. The Internal Controls are, or upon consummation of
the offering of the Securities will be, overseen by the Audit Committee (the
“Audit Committee“) of the Board in accordance with Exchange
Rules. Since the filing of the Company’s Annual Report on Form 10-K for the
fiscal year ended October 30, 2010, the Company has not publicly disclosed or
reported to the Audit Committee or the Board, and within the next 90 days the
Company does not reasonably expect to publicly disclose or report to the Audit
Committee or the Board, a significant deficiency, material weakness, change in
Internal Controls or fraud involving management or other employees who have a
significant role in Internal Controls (each, an “Internal Control
Event“), any violation of, or failure to comply with, the Securities
Laws, or any matter which, if determined adversely, would have a Material
Adverse Effect.

(v) Litigation. Except as disclosed in the General Disclosure
Package, there are no pending actions, suits or proceedings (including any
inquiries or investigations by any court or governmental agency or body,
domestic or foreign) against or affecting the Company, any of its subsidiaries
or any of their respective properties that, if determined adversely to the
Company or any of its subsidiaries, would individually or in the aggregate have
a Material Adverse Effect, or would materially and adversely affect the ability
of the Company to perform its obligations under the Indenture or this Agreement,
or which are otherwise material in the context of the sale of the Securities;
and no such actions, suits or proceedings (including any inquiries or
investigations by any court or governmental agency or body, domestic or foreign)
are, to the Company’s knowledge, threatened or contemplated.

(w) Financial Statements. The financial statements included in the
Registration Statement and the General Disclosure Package present fairly the
financial position of the Company and its consolidated subsidiaries as of the
dates shown and their results of operations and cash flows for the periods
shown, and such financial statements have been prepared in conformity with the
generally accepted accounting principles in the United States applied on a
consistent basis. The schedules included in the Registration Statement present
fairly the information required to be stated therein.

(x) No Material Adverse Change in Business. Except as disclosed in
the General Disclosure Package, since the end of the period covered by the
latest audited financial statements included in the General Disclosure Package
(i) there has been no change, nor any development or event involving a
prospective change, in the condition (financial or otherwise), results of
operations, business or properties of the Company and its subsidiaries, taken as
a whole, that is material and

adverse (ii) except for a regular quarterly cash dividend of $0.22 or as
otherwise disclosed in or contemplated by the General Disclosure Package, there
has been no dividend or distribution of any kind declared, paid or made by the
Company on any class of its capital stock and (iii) except as disclosed in or
contemplated by the General Disclosure Package, there has been no material
adverse change in the capital stock, long term indebtedness, or net assets of
the Company and its subsidiaries, taken as a whole.

(y) Investment Company Act. The Company is not and, after giving
effect to the offering and sale of the Securities and the application of the
proceeds thereof as described in the General Disclosure Package, will not be, an
“investment company” as defined in the Investment Company Act of 1940, as
amended (the “Investment Company Act“).

(z) Ratings. No “nationally recognized statistical rating
organization” as such term is defined for purposes of Rule 436(g)(2)(i) has
imposed (or has informed the Company that it is considering imposing) any
condition (financial or otherwise) on the Company’s retaining any rating
assigned to the Company or any securities of the Company or (ii) has told the
Company that it is considering any of the actions described in Section 7(c)(ii)
hereof.

(aa) Foreign Corrupt Practices Act. Neither the Company nor any of
its subsidiaries nor, to the knowledge of the Company, any director or officer
of the Company or any of its subsidiaries, is aware of or has taken any action,
directly or indirectly, that would result in a violation by any director,
officer, agent, employee or affiliate of the Company or any of its subsidiaries
of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and
regulations thereunder (the “FCPA“), including, without
limitation, making use of the mails or any means or instrumentality of
interstate commerce corruptly in furtherance of an offer, payment, promise to
pay or authorization of the payment of any money, or other property, gift,
promise to give, or authorization of the giving of anything of value to any
“foreign official” (as such term is defined in the FCPA) or any foreign
political party or official thereof or any candidate for foreign political
office, in contravention of the FCPA, and the Company, its subsidiaries and, to
the knowledge of the Company, its directors and officers, have conducted the
business of the Company and its subsidiaries in compliance with the FCPA (other
than for any immaterial noncompliance that would not result in a violation of
the FCPA), and the Company and its subsidiaries have instituted and maintain
policies and procedures designed to ensure, and which are reasonably expected to
continue to ensure, continued compliance therewith.

(bb) Money Laundering Laws. The operations of the Company and its
subsidiaries are and have been conducted at all times in compliance with
applicable financial recordkeeping and reporting requirements of the Currency
and Foreign Transactions Reporting Act of 1970, as amended, the money laundering
statutes of all jurisdictions, and the rules and regulations thereunder, and, to
the Company’s knowledge, any related or similar rules, regulations or
guidelines, issued, administered or enforced by any governmental agency
(collectively, the “Money Laundering Laws“), and no action,
suit or proceeding by or before any court or governmental agency, authority or
body or any arbitrator involving the Company or any of its subsidiaries with
respect to the Money Laundering Laws is pending or, to the Company’s knowledge,
threatened.

(cc) OFAC. Neither the Company nor any of its subsidiaries nor, to
the knowledge of the Company, any director, officer, agent or employee of the
Company or any of its subsidiaries is currently subject to any U.S. sanctions
administered by the Office of Foreign Assets Control of the U.S. Treasury
Department (“OFAC“).

3. Purchase, Sale and Delivery of Securities. On the basis of the
representations, warranties and agreements and subject to the terms and
conditions set forth herein, the Company agrees to sell to the several
Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the

Company, at a purchase price of 98.928% of the principal amount thereof, the
respective principal amounts of Securities set forth opposite the names of the
Underwriters in Schedule A hereto plus accrued interest from April 4, 2011 to
the Closing Date (as hereinafter defined).

The Company will deliver the Securities to or as instructed by the
Representatives for the accounts of the several Underwriters in a form
reasonably acceptable to the Representatives against payment of the purchase
price by the Underwriters in Federal (same day) funds by wire transfer to an
account at a bank acceptable to the Representatives drawn to the order of Analog
Devices, Inc. at the office of Cravath, Swaine & Moore LLP, at 9:30 a.m.,
New York time, on April 4, 2011, or at such other time not later than seven full
business days thereafter as the Representatives and the Company determine, such
time being herein referred to as the “Closing Date“. For
purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than
the otherwise applicable settlement date) shall be the settlement date for
payment of funds and delivery of all the Securities sold pursuant to the
offering. A copy of the Securities so to be delivered or evidence of their
issuance will be made available for checking at the above office of Cravath,
Swaine & Moore LLP at least 24 hours prior to the Closing Date.

4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Securities for sale to the public as set forth
in the Final Prospectus.

5. Certain Agreements of the Company. The Company agrees with the
several Underwriters that:

(a) Filing of Prospectuses. The Company has filed or will file each
Statutory Prospectus (including the Final Prospectus) pursuant to and in
accordance with Rule 424(b) not later than the second business day following the
earlier of the date it is first used or the execution and delivery of this
Agreement. The Company has complied and will comply with Rule 433.

(b) Filing of Amendments; Response to Commission Requests. For so
long as a prospectus relating to the Securities is (or but for the exemption in
Rule 172 would be) required to be delivered under the Act by any Underwriter or
dealer) the Company will promptly advise the Representatives of any proposal to
amend or supplement the Registration Statement or any Statutory Prospectus at
any time and will offer the Representatives a reasonable opportunity to comment
on any such amendment or supplement; and the Company will also advise the
Representatives promptly of (i) the filing of any such amendment or supplement,
(ii) any request by the Commission or its staff for any amendment to the
Registration Statement, for any supplement to any Statutory Prospectus or for
any additional information, (iii) the institution by the Commission of any stop
order proceedings in respect of the Registration Statement or the threatening of
any proceeding for that purpose and (iv) the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Securities in any jurisdiction or the institution or threatening of any
proceedings for such purpose. The Company will use its best efforts to prevent
the issuance of any such stop order or the suspension of any such qualification
and, if issued, to obtain as soon as possible the withdrawal thereof.

(c) Continued Compliance with Securities Laws. If, at any time when
a prospectus relating to the Securities is (or but for the exemption in Rule 172
would be) required to be delivered under the Act by any Underwriter or dealer,
any event occurs as a result of which the Final Prospectus as then amended or
supplemented would include an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, or if it is
necessary at any time to amend the Registration Statement or supplement the
Final Prospectus to comply with the Act, the Company will promptly notify the
Representatives of such event and will promptly prepare and file with the
Commission and furnish, at its own expense, to the Underwriters and the dealers
and any other dealers upon request of the Representatives, an amendment or
supplement which will correct such statement or omission or an amendment which
will effect such compliance. Neither the

Representatives’ consent to, nor the Underwriters’ delivery of, any such
amendment or supplement shall constitute a waiver of any of the conditions set
forth in Section 7 hereof.

(d) Rule 158. As soon as practicable, but not later than 16 months,
after the date of this Agreement, the Company will make generally available to
its securityholders an earnings statement covering a period of at least 12
months beginning after the date of this Agreement and satisfying the provisions
of Section 11(a) of the Act and Rule 158.

(e) Furnishing of Prospectuses. The Company will furnish to the
Representatives copies of the Registration Statement, including all exhibits,
any Statutory Prospectus, the Final Prospectus and all amendments and
supplements to such documents, in each case as soon as available and in such
quantities as the Representatives reasonably request. The Company will pay the
expenses of printing and distributing to the Underwriters all such documents.

(f) Blue Sky Qualifications. The Company will arrange for the
qualification of the Securities for sale and the determination of their
eligibility for investment under the laws of such jurisdictions as the
Representatives designate and will continue such qualifications in effect so
long as required for the distribution; provided that the Company shall not be
required to qualify to transact business or to take any action that would
subject it to general service of process in any such jurisdiction where it is
not currently qualified or where it would be subject to taxation as a foreign
business.

(g) Reporting Requirements. For so long as delivery of a prospectus
by an Underwriter or dealer may be (or but for the exception in Rule 172 would
be) required under the Act, the Company will furnish to the Representatives and,
upon request, to each of the other Underwriters, as soon as practicable after
the end of each fiscal year, a copy of its annual report to stockholders for
such year as is required to be filed by the Company with the Commission; and the
Company will furnish to the Representatives (i) as soon as available, a copy of
each report and any definitive proxy statement of the Company filed with the
Commission under the Exchange Act or mailed to stockholders, and (ii) from time
to time, such other information concerning the Company as the Representatives
may reasonably request. However, so long as the Company is subject to the
reporting requirements of either Section 13 or Section 15(d) of the Exchange Act
and is timely filing reports with the Commission on its Electronic Data
Gathering, Analysis and Retrieval system or any successor system
(“EDGAR“), it is not required to furnish such reports or
statements to the Underwriters.

(h) Payment of Expenses. The Company will pay all expenses incident
to the performance of its obligations under this Agreement, including but not
limited to any filing fees and other expenses (including fees and disbursements
of counsel to the Underwriters) incurred in connection with qualification of the
Securities for sale under the laws of such jurisdictions as the Representatives
designate pursuant to Section 5(f) and the preparation and printing of memoranda
relating thereto, any fees charged by investment rating agencies for the rating
of the Securities, costs and expenses relating to investor presentations or any
“road show” in connection with the offering and sale of the Securities
including, without limitation, any travel expenses of the Company’s officers and
employees and any other expenses of the Company, fees and expenses in connection
with the registration of the Securities under the Exchange Act, and expenses
incurred in distributing preliminary prospectuses and the Final Prospectus
(including any amendments and supplements thereto) to the Underwriters and for
expenses incurred for preparing, printing and distributing any Issuer Free
Writing Prospectuses to investors or prospective investors. It is understood,
however, that, except as provided in this Section 5 and Sections 8 and 10, the
Underwriters will pay the fees of their counsel.

(i) Use of Proceeds. The Company will use the net proceeds received
in connection with this offering in the manner described in the “Use of
Proceeds” section of the General Disclosure

Package and, except as disclosed in the General Disclosure Package, the
Company does not intend to use any of the proceeds from the sale of the
Securities hereunder to repay any outstanding debt owed to any affiliate of any
Underwriter.

(j) Absence of Manipulation. The Company will not take, directly or
indirectly, any action designed to or that would constitute or that might
reasonably be expected to cause or result in, stabilization or manipulation of
the price of any securities of the Company to facilitate the sale or resale of
the Securities.

(k) Restriction on Sale of Securities. The Company will not offer,
sell, contract to sell, pledge or otherwise dispose of, directly or indirectly,
or file with the Commission a registration statement under the Act relating to
United States dollar-denominated debt securities issued or guaranteed by the
Company and having a maturity of more than one year from the date of issue, or
publicly disclose the intention to make any such offer, sale, pledge,
disposition or filing, without the prior written consent of the Representatives
for a period beginning on the date hereof and ending on the Closing Date.

6. Free Writing Prospectuses. (a) Issuer Free Writing
Prospectuses. The Company represents and agrees that, unless it obtains the
prior consent of the Representatives, and each Underwriter represents and agrees
that, unless it obtains the prior consent of the Company and the
Representatives, it has not made and will not make any offer relating to the
Securities that would constitute an Issuer Free Writing Prospectus, or that
would otherwise constitute a “free writing prospectus,” as defined in Rule 405,
required to be filed with the Commission. Any such free writing prospectus
consented to by the Company and the Representatives is hereinafter referred to
as a “Permitted Free Writing Prospectus.” The Company
represents that it has treated and agrees that it will treat each Permitted Free
Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule
433, and has complied and will comply with the requirements of Rules 164 and 433
applicable to any Permitted Free Writing Prospectus, including timely Commission
filing where required, legending and record keeping.

(b) Term Sheets. The Company will prepare a final term sheet
relating to the Securities, containing only information that describes the final
terms of the Securities and otherwise in a form consented to by the
Representatives, and will file such final term sheet within the period required
by Rule 433(d)(5)(ii) following the date such final terms have been established
for the offering of the Securities. Any such final term sheet is an Issuer Free
Writing Prospectus and a Permitted Free Writing Prospectus for purposes of this
Agreement. The Company also consents to the use by any Underwriter of a free
writing prospectus that contains only (i)(x) information describing the
preliminary terms of the Securities or their offering or (y) information that
describes the final terms of the Securities or their offering and that is
included in the final term sheet of the Company contemplated in the first
sentence of this subsection or (ii) other information that is not “issuer
information,” as defined in Rule 433, it being understood that any such free
writing prospectus referred to in clause (i) or (ii) above shall not be an
Issuer Free Writing Prospectus for purposes of this Agreement.

7. Conditions of the Obligations of the Underwriters. The
obligations of the several Underwriters to purchase and pay for the Securities
on the Closing Date will be subject to the accuracy of the representations and
warranties of the Company herein (as though made on the Closing Date), to the
accuracy of the statements of Company officers made pursuant to the provisions
hereof, to the performance by the Company of its obligations hereunder and to
the following additional conditions precedent:

(a) Accountants’ Comfort Letter. The Representatives shall have
received letters, dated, respectively, the date hereof and the Closing Date, of
Ernst & Young LLP, confirming that they are a registered public accounting
firm and independent public accountants within the meaning of the Securities
Laws and substantially in the form of Exhibit A hereto (except that, in any
letter dated

the Closing Date, the specified date referred to in Exhibit A hereto shall be
a date no more than five days prior to the Closing Date).

(b) Filing of Prospectus. The Final Prospectus shall have been filed
with the Commission in accordance with the Rules and Regulations and Section
5(a) hereof. No stop order suspending the effectiveness of the Registration
Statement or of any part thereof shall have been issued and no proceedings for
that purpose shall have been instituted or, to the knowledge of the Company or
any Underwriter, shall be contemplated by the Commission.

(c) No Material Adverse Change. Subsequent to the execution and
delivery of this Agreement, there shall not have occurred (i) any change, or any
development or event involving a prospective change, in the condition (financial
or otherwise), results of operations, business or properties of the Company and
its subsidiaries, taken as a whole, which, in the judgment of the
Representatives, is material and adverse and makes it impractical or inadvisable
to market the Securities; (ii) any downgrading in the rating of any debt
securities of the Company by any “nationally recognized statistical rating
organization” (as defined for purposes of Rule 436(g)), or any public
announcement that any such organization has under surveillance or review its
rating of any debt securities of the Company (other than an announcement with
positive implications of a possible upgrading, and no implication of a possible
downgrading, of such rating); (iii) any change in U.S. or international
financial, political or economic conditions or currency exchange rates or
exchange controls the effect of which is such as to make it, in the judgment of
the Representatives, impractical to market or to enforce contracts for the sale
of the Securities, whether in the primary market or in respect of dealings in
the secondary market; (iv) any suspension or material limitation of trading in
securities generally on the New York Stock Exchange, or any setting of minimum
or maximum prices for trading on such exchange; (v) or any suspension of trading
of any securities of the Company on any exchange or in the over-the-counter
market; (vi) any banking moratorium declared by any U.S. federal or New York
authorities; (vii) any major disruption of settlements of securities, payment,
or clearance services in the United States or any other country where such
securities are listed or (viii) any attack on, outbreak or escalation of
hostilities or act of terrorism involving the United States, any declaration of
war by Congress or any other national or international calamity or emergency if,
in the judgment of the Representatives, the effect of any such attack, outbreak,
escalation, act, declaration, calamity or emergency is such as to make it
impractical or inadvisable to market the Securities or to enforce contracts for
the sale of the Securities.

(d) Opinion of Counsel for Company. The Representatives shall have
received an opinion, dated the Closing Date, of Wilmer Cutler Pickering Hale and
Dorr LLP, counsel for the Company, in the form of Exhibit B hereto.

(e) Opinion of Netherlands Counsel for Company. The Representatives
shall have received an opinion, dated the Closing Date, of Houben Advocaten,
Netherlands counsel for the Company, in the form of Exhibit C hereto.

(f) Opinion of General Counsel of the Company. The Representatives
shall have received an opinion, dated the Closing Date, of Margaret K. Seif,
General Counsel of the Company, in the form of Exhibit D hereto.

(g) Opinion of Counsel for Underwriters. The Representatives shall
have received from Cravath, Swaine & Moore LLP, counsel for the
Underwriters, such opinion or opinions, dated the Closing Date, with respect to
such matters as the Representatives may require, and the Company shall have
furnished to such counsel such documents as they request for the purpose of
enabling them to pass upon such matters.

(h) Officer’s Certificate. The Representatives shall have received a
certificate, dated the Closing Date, of an executive officer of the Company and
a principal financial or accounting officer of the Company in which such
officers shall state that: the representations and warranties of the Company in
this Agreement are true and correct; the Company has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
hereunder at or prior to the Closing Date; no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been instituted or, to their knowledge, are contemplated
by the Commission; and, subsequent to the date of the most recent financial
statements in the General Disclosure Package, there has been no material adverse
change, nor any development or event involving a prospective material adverse
change, in the condition (financial or otherwise), results of operations,
business, properties or prospects of the Company and its subsidiaries taken as a
whole except as set forth in the General Disclosure Package or as described in
such certificate.

The Company will furnish the Representatives with such conformed copies of
such opinions, certificates, letters and documents as the Representatives
reasonably request. The Representatives may in their sole discretion waive on
behalf of the Underwriters compliance with any conditions to the obligations of
the Underwriters hereunder.

8. Indemnification and Contribution. (a) Indemnification of
Underwriters. The Company will indemnify and hold harmless each
Underwriter, its partners, members, directors, officers, employees, agents,
affiliates and each person, if any, who controls such Underwriter within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an
“Indemnified Party“), against any and all losses, claims,
damages or liabilities, joint or several, to which such Indemnified Party may
become subject, under the Act, the Exchange Act, other Federal or state
statutory law or regulation or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in any part of the Registration Statement, any Statutory Prospectus,
the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or
are based upon the omission or alleged omission of a material fact required to
be stated therein or necessary to make the statements therein not misleading,
and will reimburse each Indemnified Party for any legal or other expenses
reasonably incurred by such Indemnified Party in connection with investigating
or defending against any such loss, claim, damage, liability, action,
litigation, investigation or proceeding whatsoever (whether or not such
Indemnified Party is a party thereto), whether threatened or commenced, and in
connection with the enforcement of this provision with respect to any of the
above as such expenses are incurred; provided, however, that the Company will
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged
untrue statement in or omission or alleged omission from any of such documents
in reliance upon and in conformity with written information furnished to the
Company by any Underwriter through the Representatives specifically for use
therein, it being understood and agreed that the only such information furnished
by any Underwriter consists of the information described as such in subsection
(b) below.

(b) Indemnification of Company. Each Underwriter will severally and
not jointly indemnify and hold harmless the Company, each of its directors and
each of its officers who signs a Registration Statement and each person, if any,
who controls the Company within the meaning of Section 15 of the Act or Section
20 of the Exchange Act (each, an “Underwriter Indemnified
Party“), against any losses, claims, damages or liabilities to which
such Underwriter Indemnified Party may become subject, under the Act, the
Exchange Act, other Federal or state statutory law or regulation or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in any part of the Registration
Statement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free
Writing Prospectus, or arise out of or are based upon the omission or the
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company by such Underwriter through the

Representatives specifically for use therein, and will reimburse any legal or
other expenses reasonably incurred by such Underwriter Indemnified Party in
connection with investigating or defending against any such loss, claim, damage,
liability, action, litigation, investigation or proceeding whatsoever (whether
or not such Underwriter Indemnified Party is a party thereto), whether
threatened or commenced, based upon any such untrue statement or omission, or
any such alleged untrue statement or omission as such expenses are incurred, it
being understood and agreed that the only such information furnished by any
Underwriter consists of the following information in the Final Prospectus
furnished on behalf of each Underwriter: the concession and reallowance figures
appearing in the third paragraph under the caption “Underwriting”, the second
sentence in the sixth paragraph under the caption “Underwriting”, and the
information contained in the twelfth and thirteenth paragraphs under the caption
“Underwriting”.

(c) Actions against Parties; Notification. Promptly after receipt by
an indemnified party under this Section of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under subsection (a) or (b) above, notify the
indemnifying party of the commencement thereof; but the failure to notify the
indemnifying party shall not relieve it from any liability that it may have
under subsection (a) or (b) above except to the extent that it has been
materially prejudiced (through the forfeiture of substantive rights or defenses)
by such failure; and provided further that the failure to notify the
indemnifying party shall not relieve it from any liability that it may have to
an indemnified party otherwise than under subsection (a) or (b) above. In case
any such action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party will
not be liable to such indemnified party under this Section for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened action in respect of
which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party unless such settlement (i)
includes an unconditional release of such indemnified party from all liability
on any claims that are the subject matter of such action and (ii) does not
include a statement as to, or an admission of, fault, culpability or a failure
to act by or on behalf of an indemnified party.

(d) Contribution. If the indemnification provided for in this
Section is unavailable or insufficient to hold harmless an indemnified party
under subsection (a) or (b) above, then each indemnifying party shall contribute
to the amount paid or payable by such indemnified party as a result of the
losses, claims, damages or liabilities referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on the other from
the offering of the Securities or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company on the one hand and the Underwriters on
the other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received
by the Company bear to the total underwriting discounts and commissions received
by the Underwriters. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriters and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The amount paid by an indemnified
party as a result of the losses, claims, damages or liabilities referred to in
the first sentence of this subsection (d) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any action or claim which is the subject of

this subsection (d). Notwithstanding the provisions of this subsection (d),
no Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters’ obligations in
this subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint. The Company and the Underwriters agree
that it would not be just and equitable if contribution pursuant to this Section
8(d) were determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in this
Section 8(d).

9. Default of Underwriters. If any Underwriter or Underwriters
default in their obligations to purchase Securities hereunder on the Closing
Date and the aggregate principal amount of Securities that such defaulting
Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of
the total principal amount of Securities that the Underwriters are obligated to
purchase on the Closing Date, the Representatives may make arrangements
satisfactory to the Company for the purchase of such Securities by other
persons, including any of the Underwriters, but if no such arrangements are made
by the Closing Date, the non-defaulting Underwriters shall be obligated
severally, in proportion to their respective commitments hereunder, to purchase
the Securities that such defaulting Underwriters agreed but failed to purchase
on the Closing Date. If any Underwriter or Underwriters so default and the
aggregate principal amount of Securities with respect to which such default or
defaults occur exceeds 10% of the total principal amount of Securities that the
Underwriters are obligated to purchase on the Closing Date and arrangements
satisfactory to the Representatives and the Company for the purchase of such
Securities by other persons are not made within 36 hours after such default,
this Agreement will terminate without liability on the part of any
non-defaulting Underwriter or the Company, except as provided in Section 10. As
used in this Agreement, the term “Underwriter” includes any person substituted
for an Underwriter under this Section. Nothing herein will relieve a defaulting
Underwriter from liability for its default.

10. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Company or its officers and of the several Underwriters set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results thereof,
made by or on behalf of any Underwriter, the Company or any of their respective
representatives, officers or directors or any controlling person, and will
survive delivery of and payment for the Securities. If the purchase of the
Securities by the Underwriters is not consummated for any reason other than
solely because of the termination of this Agreement pursuant to Section 9 hereof
or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or
(viii) of Section 7(c) hereof, the Company will reimburse the Underwriters for
all out-of-pocket expenses (including fees and disbursements of counsel)
reasonably incurred by them in connection with the offering of the Securities,
and the respective obligations of the Company and the Underwriters pursuant to
Section 8 hereof shall remain in effect. In addition, if any Securities have
been purchased hereunder, the representations and warranties in Section 2 and
all obligations under Section 5 shall also remain in effect.

11. Notices. All communications hereunder will be in writing and, if
sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed
to the Representatives at Credit Suisse Securities (USA) LLC, Eleven Madison
Avenue, New York, New York 10010, Attention: IBD Legal, or, if sent to the
Company, will be mailed, delivered or telegraphed and confirmed to it at One
Technology Way, Norwood, Massachusetts 02062, Attention: General Counsel;
provided, however, that any notice to an Underwriter pursuant to Section 8 will
be mailed, delivered or telegraphed and confirmed to such Underwriter.

12. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8, and no other
person will have any right or obligation hereunder.

13. Representation of Underwriters. The Representatives will act for
the several Underwriters in connection with this financing, and any action under
this Agreement taken by the Representatives will be binding upon all the
Underwriters.

14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

15. Absence of Fiduciary Relationship. The Company acknowledges and
agrees that:

(a) No Other Relationship. The Representatives have been retained
solely to act as underwriters in connection with the sale of Securities and that
no fiduciary, advisory or agency relationship between the Company and the
Representatives has been created in respect of any of the transactions
contemplated by this Agreement or the Final Prospectus, irrespective of whether
the Representatives have advised or are advising the Company on other matters;

(b) Arms’ Length Negotiations. The price of the Securities set forth
in this Agreement was established by the Company following discussions and
arms-length negotiations with the Representatives and the Company is capable of
evaluating and understanding and understands and accepts the terms, risks and
conditions of the transactions contemplated by this Agreement;

(c) Absence of Obligation to Disclose. The Company has been advised
that the Representatives and their affiliates are engaged in a broad range of
transactions which may involve interests that differ from those of the Company
and that the Representatives have no obligation to disclose such interests and
transactions to the Company by virtue of any fiduciary, advisory or agency
relationship; and

(d)Waiver. The Company waives, to the fullest extent permitted by
law, any claims it may have against the Representatives for breach of fiduciary
duty or alleged breach of fiduciary duty and agrees that the Representatives
shall have no liability (whether direct or indirect) to the Company in respect
of such a fiduciary duty claim or to any person asserting a fiduciary duty claim
on behalf of or in right of the Company, including stockholders, employees or
creditors of the Company.

16. Applicable Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.

The Company hereby submits to the non-exclusive jurisdiction of the Federal
and state courts in the Borough of Manhattan in The City of New York in any suit
or proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby. The Company irrevocably and unconditionally waives any
objection to the laying of venue of any suit or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby in Federal
and state courts in the Borough of Manhattan in The City of New York and
irrevocably and unconditionally waives and agrees not to plead or claim in any
such court that any such suit or proceeding in any such court has been brought
in an inconvenient forum.

17. Patriot Act. In accordance with the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)),
the Underwriters are required to obtain, verify and record information that
identifies their respective clients, including the Company, which information
may include the name and address of their respective clients, as well as other
information that will allow the Underwriters to properly identify their
respective clients.

If the foregoing is in accordance with the Representatives’ understanding of
our agreement, kindly sign and return to the Company one of the counterparts
hereof, whereupon it will become a binding agreement between the Company and the
several Underwriters in accordance with its terms.

Very truly yours,

ANALOG DEVICES, INC.

/s/ David A. Zinsner

Name: David A. Zinsner

Title: Vice President and

Chief Financial Officer

The foregoing Underwriting Agreement is hereby
confirmed and accepted as of the date first
above written.


Credit Suisse Securities (USA) LLC,
By:	/s/ Sharon Harrison
	Name:	Sharon Harrison
	Title:	Director


	Acting on behalf of itself and as a Representative of the several Underwriters.


	Merrill Lynch, Pierce, Fenner & Smith Incorporated,


By:	/s/ James Probert
	Name:	James Probert
	Title:	Managing Director


	Acting on behalf of itself and as a Representative of the several Underwriters.

SCHEDULE A


	Principal
	Amount of
Underwriter	Securities
Credit Suisse Securities (USA) LLC	$	206,250,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated	$	112,500,000
Goldman, Sachs & Co.	$	56,250,000


Total	$	375,000,000

SCHEDULE B

General Use Free Writing Prospectuses (included in the General
Disclosure Package)

“General Use Issuer Free Writing Prospectus” includes each of the following
documents:

Pricing term sheet dated March 30, 2011, filed on the date hereof with the
Commission pursuant to Rule 433.

Other Information Included in the General Disclosure Package

			The following information is also included in the General Disclosure Package:

			None.

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