{"id":43956,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/underwriting-agreement-analog-devices-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"underwriting-agreement-analog-devices-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/underwriting-agreement-analog-devices-inc.html","title":{"rendered":"Underwriting Agreement – Analog Devices Inc."},"content":{"rendered":"

ANALOG DEVICES, INC.<\/strong><\/p>\n

$375,000,000 3.000% Senior Notes Due 2016<\/strong>\n<\/p>\n

UNDERWRITING AGREEMENT<\/u><\/strong><\/p>\n

March 30, 2011<\/p>\n

Credit Suisse Securities (USA) LLC
\nMerrill Lynch, Pierce, Fenner & Smith Incorporated
\nAs Representatives of the Several Underwriters,
\nc\/o Credit Suisse Securities (USA) LLC
\nEleven Madison Avenue
\nNew York, New York 10010<\/p>\n

Ladies and Gentlemen:<\/p>\n

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

2. Representations and Warranties of the Company<\/em>. The Company
\nrepresents and warrants to, and agrees with, the several Underwriters that:<\/p>\n

(a) Filing and Effectiveness of Registration Statement; Certain Defined
\nTerms<\/em>. The Company has filed with the Commission a registration statement
\non Form S-3 (No. 333-160215), including a related prospectus or prospectuses,
\ncovering the registration of the Securities under the Act, which has become
\neffective. “Registration Statement<\/strong>” at any particular time
\nmeans such registration statement in the form then filed with the Commission,
\nincluding any amendment thereto, any document incorporated by reference therein
\nand all 430B Information and all 430C Information with respect to such
\nregistration statement, that in any case has not been superseded or modified.
\n“Registration Statement<\/strong>” without reference to a time means the
\nRegistration Statement as of the Effective Time. For purposes of this
\ndefinition, 430B Information shall be considered to be included in the
\nRegistration Statement as of the time specified in Rule 430B.<\/p>\n

For purposes of this Agreement:<\/p>\n

“430B Information<\/strong>” means information included in a
\nprospectus then deemed to be a part of the Registration Statement pursuant to
\nRule 430B(e) or retroactively deemed to be a part of the Registration Statement
\npursuant to Rule 430B(f).<\/p>\n

“430C Information<\/strong>” means information included in a
\nprospectus then deemed to be a part of the Registration Statement pursuant to
\nRule 430C.<\/p>\n

“Act<\/strong>” means the Securities Act of 1933, as amended.<\/p>\n

“Applicable Time<\/strong>” means 2:30 p.m. (Eastern time) on the date
\nof this Agreement.<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

“Closing Date<\/strong>” has the meaning defined in Section 3 hereof.\n<\/p>\n

“Commission<\/strong>” means the Securities and Exchange Commission.\n<\/p>\n

“Effective Time<\/strong>” of the Registration Statement relating to
\nthe Securities means the time of the first contract of sale for the Securities.\n<\/p>\n

“Exchange Act<\/strong>” means the Securities Exchange Act of 1934, as
\namended.<\/p>\n

“Exchange Rules” <\/strong>means the rules of the New York Stock
\nExchange.<\/p>\n

“Final Prospectus<\/strong>” means the Statutory Prospectus that
\ndiscloses the public offering price, other 430B Information and other final
\nterms of the Securities and otherwise satisfies Section 10(a) of the Act.<\/p>\n

“General Use Issuer Free Writing Prospectus<\/strong>” means any
\nIssuer Free Writing Prospectus that is intended for general distribution to
\nprospective investors, as evidenced by its being so specified in Schedule B to
\nthis Agreement.<\/p>\n

“Issuer Free Writing Prospectus<\/strong>” means any “issuer free
\nwriting prospectus,” as defined in Rule 433, relating to the Securities in the
\nform filed or required to be filed with the Commission or, if not required to be
\nfiled, in the form retained in the Company’s records pursuant to Rule 433(g).\n<\/p>\n

“Limited Use Issuer Free Writing Prospectus<\/strong>” means any
\nIssuer Free Writing Prospectus that is not a General Use Issuer Free Writing
\nProspectus.<\/p>\n

“Rules and Regulations<\/strong>” means the rules and regulations of
\nthe Commission.<\/p>\n

“Securities Laws<\/strong>” means, collectively, the Sarbanes-Oxley
\nAct of 2002 (“Sarbanes-Oxley<\/strong>“), the Act, the Exchange Act, the
\nRules and Regulations and the auditing principles, rules, standards and
\npractices applicable to auditors of “issuers” (as defined in Sarbanes-Oxley)
\npromulgated or approved by the Public Company Accounting Oversight Board.<\/p>\n

“Statutory Prospectus<\/strong>” with reference to any particular time
\nmeans the prospectus relating to the Securities that is included in the
\nRegistration Statement immediately prior to that time, including all 430B
\nInformation and all 430C Information with respect to the Registration Statement.
\nFor purposes of the foregoing definition, 430B Information shall be considered
\nto be included in the Statutory Prospectus only as of the actual time that form
\nof prospectus (including a prospectus supplement) is filed with the Commission
\npursuant to Rule 424(b) and not retroactively.<\/p>\n

“Trust Indenture Act<\/strong>” means the Trust Indenture Act of 1939,
\nas amended.<\/p>\n

Unless otherwise specified, a reference to a “rule” is to the indicated rule
\nunder the Act.<\/p>\n

(b) Compliance with Securities Act Requirements<\/em>. (i) (A) At the time
\nthe Registration Statement initially became effective, (B) at the time of each
\namendment thereto for the purposes of complying with Section 10(a)(3) of the Act
\n(whether by post-effective amendment, incorporated report or form of
\nprospectus), (C) at the Effective Time relating to the Securities and (D) on the
\nClosing Date, the Registration Statement conformed and will conform in all
\nmaterial respects to the requirements of the Act, the Trust Indenture Act and
\nthe Rules and Regulations and did not and will not include any untrue statement
\nof a material fact or omit to state any material fact required to be stated
\ntherein or necessary to make the statements therein not misleading and (ii) (A)
\non its date, (B) at the time of filing the Final Prospectus pursuant to Rule
\n424(b) and (C) on the Closing Date, the Final Prospectus will conform in all
\nmaterial respects to the requirements of the Act, the Trust Indenture Act and
\nthe Rules and Regulations, and will not include any untrue statement of a
\nmaterial fact or omit to state any material fact required to be stated therein
\nor necessary to make the statements therein, in light of the circumstances under
\nwhich they were made, not misleading. The preceding sentence does not apply to
\nstatements in or omissions from<\/p>\n

2<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

any such document based upon written information furnished to the Company by
\nany Underwriter through the Representatives specifically for use therein, it
\nbeing understood and agreed that the only such information is that described as
\nsuch in Section 8(b) hereof.<\/p>\n

(c) Automatic Shelf Registration Statement<\/em>. (i) Well-Known
\nSeasoned Issuer Status<\/em>. (A) At the time of initial filing of the
\nRegistration Statement, (B) at the time of the most recent amendment thereto for
\nthe purposes of complying with Section 10(a)(3) of the Act (whether such
\namendment was by post-effective amendment, incorporated report filed pursuant to
\nSection 13 or 15(d) of the Exchange Act or form of prospectus), and (C) at the
\ntime the Company or any person acting on its behalf (within the meaning, for
\nthis clause only, of Rule 163(c)) made any offer relating to the Securities in
\nreliance on the exemption of Rule 163, the Company was a “well known seasoned
\nissuer” as defined in Rule 405, including not having been an “ineligible issuer”
\nas defined in Rule 405 by virtue of a waiver issued by the Commission on May 30,
\n2008.<\/p>\n

(ii) Effectiveness of Automatic Shelf Registration Statement<\/em>. The
\nRegistration Statement is an “automatic shelf registration statement,” as
\ndefined in Rule 405, that initially became effective within three years of the
\ndate of this Agreement.<\/p>\n

(iii) Eligibility to Use Automatic Shelf Registration Form<\/em>. The
\nCompany has not received from the Commission any notice pursuant to Rule
\n401(g)(2) objecting to use of the automatic shelf registration statement form.
\nIf at any time when the Securities remain unsold by the Underwriters the Company
\nreceives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise
\nceases to be eligible to use the automatic shelf registration statement form,
\nthe Company will (i) promptly notify the Representatives, (ii) promptly file a
\nnew registration statement or post-effective amendment on the proper form
\nrelating to the Securities, in a form satisfactory to the Representatives, (iii)
\nuse its best efforts to cause such registration statement or post-effective
\namendment to be declared effective as soon as practicable, and (iv) promptly
\nnotify the Representatives of such effectiveness. The Company will take all
\nother action necessary or appropriate to permit the public offering and sale of
\nthe Securities to continue as contemplated in the registration statement that
\nwas the subject of the Rule 401(g)(2) notice or for which the Company has
\notherwise become ineligible. References herein to the Registration Statement
\nshall include such new registration statement or post-effective amendment, as
\nthe case may be.<\/p>\n

(iv) Filing Fees<\/em>. The Company has paid or shall pay the required
\nCommission filing fees relating to the Securities within the time required by
\nRule 456(b)(1) without regard to the proviso therein and otherwise in accordance
\nwith Rules 456(b) and 457(r).<\/p>\n

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

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

3<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

apply to statements in or omissions from the General Disclosure Package or
\nany Issuer Free Writing Prospectus in reliance upon and in conformity with
\nwritten information furnished to the Company by any Underwriter through the
\nRepresentatives specifically for use therein, it being understood and agreed
\nthat the only such information furnished by any Underwriter consists of the
\ninformation described as such in Section 8(b) hereof.<\/p>\n

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

(g) Due Incorporation and Good Standing of the Company<\/em>. The Company
\nhas been duly incorporated and is existing and in good standing under the laws
\nof the Commonwealth of Massachusetts, with corporate power and authority to own
\nits properties and conduct its business as described in the General Disclosure
\nPackage; and the Company is duly qualified to do business as a foreign
\ncorporation and in good standing in all other jurisdictions in which its
\nownership or lease of property or the conduct of its business requires such
\nqualification, except where the failure to be so qualified would not,
\nindividually or in the aggregate, result in a Material Adverse Effect (as
\ndefined below).<\/p>\n

(h) Subsidiaries<\/em>. Each subsidiary of the Company has been duly
\nincorporated or organized, as the case may be, and is existing and in good
\nstanding under, the laws of the jurisdiction of its incorporation or
\norganization, as the case may be, with corporate power and authority to own its
\nproperties and conduct its business as described in the General Disclosure
\nPackage; and each subsidiary of the Company is duly qualified to do business as
\na foreign corporation or other applicable entity in good standing in all other
\njurisdictions in which its ownership or lease of property or the conduct of its
\nbusiness requires such qualification and where such concepts of “due
\nqualification” and “good standing” exist; all of the issued and outstanding
\ncapital stock or other equity interests of each subsidiary of the Company has
\nbeen duly authorized and validly issued and is fully paid and nonassessable (to
\nthe extent that such concepts of “due authorization”, “valid issuance” and being
\n“fully paid and nonassessable” exist in the jurisdiction in which such
\nsubsidiary is incorporated or organized, as the case may be); and the capital
\nstock or other equity interests of each subsidiary owned by the Company,
\ndirectly or through subsidiaries, is owned free from liens, encumbrances and
\ndefects, except, in each case in this clause (h), as would not, individually or
\nin the aggregate, result in a Material Adverse Effect.<\/p>\n

(i) Execution and Delivery of Indenture<\/em>. The Indenture has been duly
\nauthorized by the Company and has been duly qualified under the Trust Indenture
\nAct; the Securities have been duly authorized and, when the Securities are
\ndelivered and paid for pursuant to this Agreement on each Closing Date, the
\nIndenture will have been duly executed and delivered by the Company, such
\nSecurities will have been duly executed, authenticated, issued and delivered,
\nwill be consistent with the information in the General Disclosure Package and
\nwill conform to the description of such Securities contained in the Final
\nProspectus and the Indenture and such Securities will<\/p>\n

4<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

constitute valid and legally binding obligations of the Company, enforceable
\nin accordance with their terms, subject to bankruptcy, insolvency, fraudulent
\ntransfer, reorganization, moratorium and similar laws of general applicability
\nrelating to or affecting creditors’ rights and to general equity principles.\n<\/p>\n

(j) Absence of Further Requirements<\/em>. No consent, approval,
\nauthorization, or order of, or filing or registration with, any governmental
\nagency or body or any court is required for the consummation of the transactions
\ncontemplated by this Agreement or the Indenture in connection with the offering,
\nissuance and sale of the Securities by the Company, except such as have been
\nobtained or made and such as may be required under state securities laws.<\/p>\n

(k) Title to Property<\/em>. Except as disclosed in the General Disclosure
\nPackage, the Company and its subsidiaries have good and marketable title to all
\nreal properties and good title to all other properties and assets owned by them,
\nin each case free from liens, charges, encumbrances and defects that would
\nmaterially affect the value thereof or materially interfere with the use made or
\nto be made thereof by them and, except as disclosed in the General Disclosure
\nPackage, the Company and its subsidiaries hold any leased real or personal
\nproperty under valid and enforceable leases with no terms or provisions that
\nwould materially interfere with the use made or to be made thereof by them,
\nexcept, in each case in this clause (k), as would not, individually or in the
\naggregate, result in a Material Adverse Effect.<\/p>\n

(l) Absence of Defaults and Conflicts Resulting from Transaction<\/em>.
\nThe execution, delivery and performance of the Indenture and this Agreement, and
\nthe issuance and sale of the Securities and compliance with the terms and
\nprovisions thereof, will not result in a breach or violation of any of the terms
\nand provisions of, or constitute a default or a Debt Repayment Triggering Event
\n(as defined below) under, or result in the imposition of any lien, charge or
\nencumbrance upon any property or assets of the Company or any of its
\nsubsidiaries pursuant to, (i) the charter or by-laws or other organizational
\ndocuments of the Company or any of its subsidiaries, (ii) any statute, rule,
\nregulation or order of any governmental agency or body or any court, domestic or
\nforeign, having jurisdiction over the Company or any of its subsidiaries or any
\nof their properties, or (iii) any agreement or instrument to which the Company
\nor any of its subsidiaries is a party or by which the Company or any of its
\nsubsidiaries is bound or to which any of the properties of the Company or any of
\nits subsidiaries is subject, except, in the case of clause (i) as it applies to
\nthe Company’s subsidiaries, as would not, individually or in the aggregate,
\nresult in a Material Adverse Effect, and in the case of clauses (ii) and (iii),
\nas would not, individually or in the aggregate, result in a Material Adverse
\nEffect; a “Debt Repayment Triggering Event<\/strong>” means any event or
\ncondition that gives, or with the giving of notice or lapse of time would give,
\nthe holder of any note, debenture, or other evidence of indebtedness (or any
\nperson acting on such holder’s behalf) the right to require the repurchase,
\nredemption or repayment of all or a portion of such indebtedness by the Company
\nor any of its subsidiaries.<\/p>\n

(m) Absence of Existing Defaults and Conflicts<\/em>. Neither the Company
\nnor any of its subsidiaries is in violation of its respective charter or by-laws
\nor other organizational documents, or in default (or with the giving of notice
\nor lapse of time would be in default) under any existing obligation, agreement,
\ncovenant or condition contained in any indenture, loan agreement, mortgage,
\nlease or other agreement or instrument to which any of them is a party or by
\nwhich any of them is bound or to which any of the properties of any of them is
\nsubject, except such defaults that would not, individually or in the aggregate,
\nresult in a material adverse effect on the condition (financial or otherwise),
\nresults of operations, business or properties of the Company and its
\nsubsidiaries taken as a whole (“Material Adverse Effect<\/strong>“).<\/p>\n

(n) Authorization of Agreement<\/em>. This Agreement has been duly
\nauthorized, executed and delivered by the Company.<\/p>\n

5<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(o) Possession of Licenses and Permits<\/em>. The Company and its
\nsubsidiaries possess, and are in compliance with the terms of, all adequate
\ncertificates, authorizations, franchises, licenses and permits
\n(“Licenses<\/strong>“) material to the conduct of the business now
\nconducted or proposed in the General Disclosure Package to be conducted by them
\nand have not received any notice of proceedings relating to the revocation or
\nmodification of any Licenses that, if determined adversely to the Company or any
\nof its subsidiaries, would individually or in the aggregate have a Material
\nAdverse Effect.<\/p>\n

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

(q) Possession of Intellectual Property<\/em>. The Company and its
\nsubsidiaries own, possess or can acquire on reasonable terms sufficient
\ntrademarks, trade names, patent rights, copyrights, domain names, licenses,
\napprovals, trade secrets, inventions, technology, know-how and other
\nintellectual property and similar rights (collectively, “Intellectual
\nProperty Rights<\/strong>“) material to the conduct of the business now conducted
\nor proposed in the General Disclosure Package to be conducted by them, and the
\nexpected expiration of any such Intellectual Property Rights would not,
\nindividually or in the aggregate, have a Material Adverse Effect. Except as
\ndisclosed in the General Disclosure Package (i) to the Company’s knowledge,
\nneither the Company nor any of its subsidiaries is infringing the Intellectual
\nProperty Rights of any third parties; (ii) to the Company’s knowledge, no third
\nparty is infringing the Intellectual Property Rights of the Company or any of
\nits subsidiaries; (iii) there is no pending or threatened action, suit,
\nproceeding or claim by others challenging the Company’s or any subsidiary’s
\nrights in or to, any of their Intellectual Property Rights, and the Company is
\nunaware of any facts which would form a reasonable basis for any such claim;
\n(iv) there is no pending or threatened action, suit, proceeding or claim by
\nothers challenging the validity, enforceability or scope of any such
\nIntellectual Property Rights, and the Company is unaware of any facts which
\nwould form a reasonable basis for any such claim; and (v) none of the
\nIntellectual Property Rights used by the Company or its subsidiaries in their
\nbusinesses as currently conducted or proposed to be conducted in the General
\nDisclosure Package has been obtained or is being used by the Company or its
\nsubsidiaries in violation of any contractual obligation binding on the Company
\nor any of its subsidiaries, except in each case covered by clauses (i) : (v)
\nsuch as would not, individually or in the aggregate, have a Material Adverse
\nEffect.<\/p>\n

(r) Environmental Laws<\/em>. Except as disclosed in the General
\nDisclosure Package, neither the Company nor any of its subsidiaries is in
\nviolation of any statute, any rule, regulation, decision or order of any
\ngovernmental agency or body or any court, domestic or foreign, relating to the
\nuse, disposal or release of hazardous or toxic substances or relating to the
\nprotection or restoration of the environment or human exposure to hazardous or
\ntoxic substances (collectively, “environmental laws<\/strong>“), owns or
\noperates any real property contaminated with any substance that is subject to
\nany environmental laws, is liable for any off-site disposal or contamination
\npursuant to any environmental laws, or is subject to any claim relating to any
\nenvironmental laws, which violation, contamination, liability or claim would
\nindividually or in the aggregate have a Material Adverse Effect; and the Company
\nis not aware of any pending investigation relating to environmental laws.<\/p>\n

(s) Accurate Disclosure<\/em>. The statements in the General Disclosure
\nPackage and the Final Prospectus under the headings “Description of the Notes”,
\n“Description of Debt Securities” and “Material United States Federal Tax
\nConsequences”, insofar as such statements summarize legal matters, agreements,
\ndocuments or proceedings discussed therein, are accurate and fair summaries of
\nsuch legal matters, agreements, documents or proceedings in all material
\nrespects and present the information required to be shown therein.<\/p>\n

6<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(t) Absence of Manipulation<\/em>. The Company has not taken, directly or
\nindirectly, any action that is designed to or that has constituted or that would
\nreasonably be expected to cause or result in the stabilization or manipulation
\nof the price of any security of the Company, in each case for the purpose of
\nfacilitating the sale or resale of the Securities.<\/p>\n

(u) Internal Controls and Compliance with the Sarbanes-Oxley Act<\/em>.
\nExcept as set forth in the General Disclosure Package, the Company, its
\nsubsidiaries and the Company’s Board of Directors (the
\n“Board<\/strong>“) are in compliance with Sarbanes-Oxley and all
\napplicable Exchange Rules. The Company maintains a system of internal controls,
\nincluding, but not limited to, disclosure controls and procedures, internal
\ncontrols over accounting matters and financial reporting, an internal audit
\nfunction and legal and regulatory compliance controls (collectively,
\n“Internal Controls<\/strong>“) that comply in all material respects with
\nthe Securities Laws and are sufficient to provide reasonable assurances that (i)
\ntransactions are executed in accordance with management’s general or specific
\nauthorizations, (ii) transactions are recorded as necessary to permit
\npreparation of financial statements in conformity with U.S. General Accepted
\nAccounting Principles and to maintain accountability for assets, (iii) access to
\nassets is permitted only in accordance with management’s general or specific
\nauthorization and (iv) the recorded accountability for assets is compared with
\nthe existing assets at reasonable intervals and appropriate action is taken with
\nrespect to any differences. The Internal Controls are, or upon consummation of
\nthe offering of the Securities will be, overseen by the Audit Committee (the
\n“Audit Committee<\/strong>“) of the Board in accordance with Exchange
\nRules. Since the filing of the Company’s Annual Report on Form 10-K for the
\nfiscal year ended October 30, 2010, the Company has not publicly disclosed or
\nreported to the Audit Committee or the Board, and within the next 90 days the
\nCompany does not reasonably expect to publicly disclose or report to the Audit
\nCommittee or the Board, a significant deficiency, material weakness, change in
\nInternal Controls or fraud involving management or other employees who have a
\nsignificant role in Internal Controls (each, an “Internal Control
\nEvent<\/strong>“), any violation of, or failure to comply with, the Securities
\nLaws, or any matter which, if determined adversely, would have a Material
\nAdverse Effect.<\/p>\n

(v) Litigation<\/em>. Except as disclosed in the General Disclosure
\nPackage, there are no pending actions, suits or proceedings (including any
\ninquiries or investigations by any court or governmental agency or body,
\ndomestic or foreign) against or affecting the Company, any of its subsidiaries
\nor any of their respective properties that, if determined adversely to the
\nCompany or any of its subsidiaries, would individually or in the aggregate have
\na Material Adverse Effect, or would materially and adversely affect the ability
\nof the Company to perform its obligations under the Indenture or this Agreement,
\nor which are otherwise material in the context of the sale of the Securities;
\nand no such actions, suits or proceedings (including any inquiries or
\ninvestigations by any court or governmental agency or body, domestic or foreign)
\nare, to the Company’s knowledge, threatened or contemplated.<\/p>\n

(w) Financial Statements<\/em>. The financial statements included in the
\nRegistration Statement and the General Disclosure Package present fairly the
\nfinancial position of the Company and its consolidated subsidiaries as of the
\ndates shown and their results of operations and cash flows for the periods
\nshown, and such financial statements have been prepared in conformity with the
\ngenerally accepted accounting principles in the United States applied on a
\nconsistent basis. The schedules included in the Registration Statement present
\nfairly the information required to be stated therein.<\/p>\n

(x) No Material Adverse Change in Business<\/em>. Except as disclosed in
\nthe General Disclosure Package, since the end of the period covered by the
\nlatest audited financial statements included in the General Disclosure Package
\n(i) there has been no change, nor any development or event involving a
\nprospective change, in the condition (financial or otherwise), results of
\noperations, business or properties of the Company and its subsidiaries, taken as
\na whole, that is material and<\/p>\n

7<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

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

(y) Investment Company Act<\/em>. The Company is not and, after giving
\neffect to the offering and sale of the Securities and the application of the
\nproceeds thereof as described in the General Disclosure Package, will not be, an
\n“investment company” as defined in the Investment Company Act of 1940, as
\namended (the “Investment Company Act<\/strong>“).<\/p>\n

(z) Ratings<\/em>. No “nationally recognized statistical rating
\norganization” as such term is defined for purposes of Rule 436(g)(2)(i) has
\nimposed (or has informed the Company that it is considering imposing) any
\ncondition (financial or otherwise) on the Company’s retaining any rating
\nassigned to the Company or any securities of the Company or (ii) has told the
\nCompany that it is considering any of the actions described in Section 7(c)(ii)
\nhereof.<\/p>\n

(aa) Foreign Corrupt Practices Act<\/em>. Neither the Company nor any of
\nits subsidiaries nor, to the knowledge of the Company, any director or officer
\nof the Company or any of its subsidiaries, is aware of or has taken any action,
\ndirectly or indirectly, that would result in a violation by any director,
\nofficer, agent, employee or affiliate of the Company or any of its subsidiaries
\nof the Foreign Corrupt Practices Act of 1977, as amended, and the rules and
\nregulations thereunder (the “FCPA<\/strong>“), including, without
\nlimitation, making use of the mails or any means or instrumentality of
\ninterstate commerce corruptly in furtherance of an offer, payment, promise to
\npay or authorization of the payment of any money, or other property, gift,
\npromise to give, or authorization of the giving of anything of value to any
\n“foreign official” (as such term is defined in the FCPA) or any foreign
\npolitical party or official thereof or any candidate for foreign political
\noffice, in contravention of the FCPA, and the Company, its subsidiaries and, to
\nthe knowledge of the Company, its directors and officers, have conducted the
\nbusiness of the Company and its subsidiaries in compliance with the FCPA (other
\nthan for any immaterial noncompliance that would not result in a violation of
\nthe FCPA), and the Company and its subsidiaries have instituted and maintain
\npolicies and procedures designed to ensure, and which are reasonably expected to
\ncontinue to ensure, continued compliance therewith.<\/p>\n

(bb) Money Laundering Laws<\/em>. The operations of the Company and its
\nsubsidiaries are and have been conducted at all times in compliance with
\napplicable financial recordkeeping and reporting requirements of the Currency
\nand Foreign Transactions Reporting Act of 1970, as amended, the money laundering
\nstatutes of all jurisdictions, and the rules and regulations thereunder, and, to
\nthe Company’s knowledge, any related or similar rules, regulations or
\nguidelines, issued, administered or enforced by any governmental agency
\n(collectively, the “Money Laundering Laws<\/strong>“), and no action,
\nsuit or proceeding by or before any court or governmental agency, authority or
\nbody or any arbitrator involving the Company or any of its subsidiaries with
\nrespect to the Money Laundering Laws is pending or, to the Company’s knowledge,
\nthreatened.<\/p>\n

(cc) OFAC<\/em>. Neither the Company nor any of its subsidiaries nor, to
\nthe knowledge of the Company, any director, officer, agent or employee of the
\nCompany or any of its subsidiaries is currently subject to any U.S. sanctions
\nadministered by the Office of Foreign Assets Control of the U.S. Treasury
\nDepartment (“OFAC<\/strong>“).<\/p>\n

3. Purchase, Sale and Delivery of Securities<\/em>. On the basis of the
\nrepresentations, warranties and agreements and subject to the terms and
\nconditions set forth herein, the Company agrees to sell to the several
\nUnderwriters, and each of the Underwriters agrees, severally and not jointly, to
\npurchase from the<\/p>\n

8<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Company, at a purchase price of 98.928% of the principal amount thereof, the
\nrespective principal amounts of Securities set forth opposite the names of the
\nUnderwriters in Schedule A hereto plus accrued interest from April 4, 2011 to
\nthe Closing Date (as hereinafter defined).<\/p>\n

The Company will deliver the Securities to or as instructed by the
\nRepresentatives for the accounts of the several Underwriters in a form
\nreasonably acceptable to the Representatives against payment of the purchase
\nprice by the Underwriters in Federal (same day) funds by wire transfer to an
\naccount at a bank acceptable to the Representatives drawn to the order of Analog
\nDevices, Inc. at the office of Cravath, Swaine & Moore LLP, at 9:30 a.m.,
\nNew York time, on April 4, 2011, or at such other time not later than seven full
\nbusiness days thereafter as the Representatives and the Company determine, such
\ntime being herein referred to as the “Closing Date<\/strong>“. For
\npurposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than
\nthe otherwise applicable settlement date) shall be the settlement date for
\npayment of funds and delivery of all the Securities sold pursuant to the
\noffering. A copy of the Securities so to be delivered or evidence of their
\nissuance will be made available for checking at the above office of Cravath,
\nSwaine & Moore LLP at least 24 hours prior to the Closing Date.<\/p>\n

4. Offering by Underwriters<\/em>. It is understood that the several
\nUnderwriters propose to offer the Securities for sale to the public as set forth
\nin the Final Prospectus.<\/p>\n

5. Certain Agreements of the Company<\/em>. The Company agrees with the
\nseveral Underwriters that:<\/p>\n

(a) Filing of Prospectuses. <\/em>The Company has filed or will file each
\nStatutory Prospectus (including the Final Prospectus) pursuant to and in
\naccordance with Rule 424(b) not later than the second business day following the
\nearlier of the date it is first used or the execution and delivery of this
\nAgreement. The Company has complied and will comply with Rule 433.<\/p>\n

(b) Filing of Amendments; Response to Commission Requests<\/em>. For so
\nlong as a prospectus relating to the Securities is (or but for the exemption in
\nRule 172 would be) required to be delivered under the Act by any Underwriter or
\ndealer) the Company will promptly advise the Representatives of any proposal to
\namend or supplement the Registration Statement or any Statutory Prospectus at
\nany time and will offer the Representatives a reasonable opportunity to comment
\non any such amendment or supplement; and the Company will also advise the
\nRepresentatives promptly of (i) the filing of any such amendment or supplement,
\n(ii) any request by the Commission or its staff for any amendment to the
\nRegistration Statement, for any supplement to any Statutory Prospectus or for
\nany additional information, (iii) the institution by the Commission of any stop
\norder proceedings in respect of the Registration Statement or the threatening of
\nany proceeding for that purpose and (iv) the receipt by the Company of any
\nnotification with respect to the suspension of the qualification of the
\nSecurities in any jurisdiction or the institution or threatening of any
\nproceedings for such purpose. The Company will use its best efforts to prevent
\nthe issuance of any such stop order or the suspension of any such qualification
\nand, if issued, to obtain as soon as possible the withdrawal thereof.<\/p>\n

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

9<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Representatives’ consent to, nor the Underwriters’ delivery of, any such
\namendment or supplement shall constitute a waiver of any of the conditions set
\nforth in Section 7 hereof.<\/p>\n

(d) Rule 158. <\/em>As soon as practicable, but not later than 16 months,
\nafter the date of this Agreement, the Company will make generally available to
\nits securityholders an earnings statement covering a period of at least 12
\nmonths beginning after the date of this Agreement and satisfying the provisions
\nof Section 11(a) of the Act and Rule 158.<\/p>\n

(e) Furnishing of Prospectuses<\/em>. The Company will furnish to the
\nRepresentatives copies of the Registration Statement, including all exhibits,
\nany Statutory Prospectus, the Final Prospectus and all amendments and
\nsupplements to such documents, in each case as soon as available and in such
\nquantities as the Representatives reasonably request. The Company will pay the
\nexpenses of printing and distributing to the Underwriters all such documents.\n<\/p>\n

(f) Blue Sky Qualifications<\/em>. The Company will arrange for the
\nqualification of the Securities for sale and the determination of their
\neligibility for investment under the laws of such jurisdictions as the
\nRepresentatives designate and will continue such qualifications in effect so
\nlong as required for the distribution; provided that the Company shall not be
\nrequired to qualify to transact business or to take any action that would
\nsubject it to general service of process in any such jurisdiction where it is
\nnot currently qualified or where it would be subject to taxation as a foreign
\nbusiness.<\/p>\n

(g) Reporting Requirements<\/em>. For so long as delivery of a prospectus
\nby an Underwriter or dealer may be (or but for the exception in Rule 172 would
\nbe) required under the Act, the Company will furnish to the Representatives and,
\nupon request, to each of the other Underwriters, as soon as practicable after
\nthe end of each fiscal year, a copy of its annual report to stockholders for
\nsuch year as is required to be filed by the Company with the Commission; and the
\nCompany will furnish to the Representatives (i) as soon as available, a copy of
\neach report and any definitive proxy statement of the Company filed with the
\nCommission under the Exchange Act or mailed to stockholders, and (ii) from time
\nto time, such other information concerning the Company as the Representatives
\nmay reasonably request. However, so long as the Company is subject to the
\nreporting requirements of either Section 13 or Section 15(d) of the Exchange Act
\nand is timely filing reports with the Commission on its Electronic Data
\nGathering, Analysis and Retrieval system or any successor system
\n(“EDGAR<\/strong>“), it is not required to furnish such reports or
\nstatements to the Underwriters.<\/p>\n

(h) Payment of Expenses<\/em>. The Company will pay all expenses incident
\nto the performance of its obligations under this Agreement, including but not
\nlimited to any filing fees and other expenses (including fees and disbursements
\nof counsel to the Underwriters) incurred in connection with qualification of the
\nSecurities for sale under the laws of such jurisdictions as the Representatives
\ndesignate pursuant to Section 5(f) and the preparation and printing of memoranda
\nrelating thereto, any fees charged by investment rating agencies for the rating
\nof the Securities, costs and expenses relating to investor presentations or any
\n“road show” in connection with the offering and sale of the Securities
\nincluding, without limitation, any travel expenses of the Company’s officers and
\nemployees and any other expenses of the Company, fees and expenses in connection
\nwith the registration of the Securities under the Exchange Act, and expenses
\nincurred in distributing preliminary prospectuses and the Final Prospectus
\n(including any amendments and supplements thereto) to the Underwriters and for
\nexpenses incurred for preparing, printing and distributing any Issuer Free
\nWriting Prospectuses to investors or prospective investors. It is understood,
\nhowever, that, except as provided in this Section 5 and Sections 8 and 10, the
\nUnderwriters will pay the fees of their counsel.<\/p>\n

(i) Use of Proceeds<\/em>. The Company will use the net proceeds received
\nin connection with this offering in the manner described in the “Use of
\nProceeds” section of the General Disclosure<\/p>\n

10<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Package and, except as disclosed in the General Disclosure Package, the
\nCompany does not intend to use any of the proceeds from the sale of the
\nSecurities hereunder to repay any outstanding debt owed to any affiliate of any
\nUnderwriter.<\/p>\n

(j) Absence of Manipulation<\/em>. The Company will not take, directly or
\nindirectly, any action designed to or that would constitute or that might
\nreasonably be expected to cause or result in, stabilization or manipulation of
\nthe price of any securities of the Company to facilitate the sale or resale of
\nthe Securities.<\/p>\n

(k) Restriction on Sale of Securities. <\/em>The Company will not offer,
\nsell, contract to sell, pledge or otherwise dispose of, directly or indirectly,
\nor file with the Commission a registration statement under the Act relating to
\nUnited States dollar-denominated debt securities issued or guaranteed by the
\nCompany and having a maturity of more than one year from the date of issue, or
\npublicly disclose the intention to make any such offer, sale, pledge,
\ndisposition or filing, without the prior written consent of the Representatives
\nfor a period beginning on the date hereof and ending on the Closing Date.<\/p>\n

6. Free Writing Prospectuses<\/em>. (a) Issuer Free Writing
\nProspectuses<\/em>. The Company represents and agrees that, unless it obtains the
\nprior consent of the Representatives, and each Underwriter represents and agrees
\nthat, unless it obtains the prior consent of the Company and the
\nRepresentatives, it has not made and will not make any offer relating to the
\nSecurities that would constitute an Issuer Free Writing Prospectus, or that
\nwould otherwise constitute a “free writing prospectus,” as defined in Rule 405,
\nrequired to be filed with the Commission. Any such free writing prospectus
\nconsented to by the Company and the Representatives is hereinafter referred to
\nas a “Permitted Free Writing Prospectus<\/strong>.” The Company
\nrepresents that it has treated and agrees that it will treat each Permitted Free
\nWriting Prospectus as an “issuer free writing prospectus,” as defined in Rule
\n433, and has complied and will comply with the requirements of Rules 164 and 433
\napplicable to any Permitted Free Writing Prospectus, including timely Commission
\nfiling where required, legending and record keeping.<\/p>\n

(b) Term Sheets<\/em>. The Company will prepare a final term sheet
\nrelating to the Securities, containing only information that describes the final
\nterms of the Securities and otherwise in a form consented to by the
\nRepresentatives, and will file such final term sheet within the period required
\nby Rule 433(d)(5)(ii) following the date such final terms have been established
\nfor the offering of the Securities. Any such final term sheet is an Issuer Free
\nWriting Prospectus and a Permitted Free Writing Prospectus for purposes of this
\nAgreement. The Company also consents to the use by any Underwriter of a free
\nwriting prospectus that contains only (i)(x) information describing the
\npreliminary terms of the Securities or their offering or (y) information that
\ndescribes the final terms of the Securities or their offering and that is
\nincluded in the final term sheet of the Company contemplated in the first
\nsentence of this subsection or (ii) other information that is not “issuer
\ninformation,” as defined in Rule 433, it being understood that any such free
\nwriting prospectus referred to in clause (i) or (ii) above shall not be an
\nIssuer Free Writing Prospectus for purposes of this Agreement.<\/p>\n

7. Conditions of the Obligations of the Underwriters<\/em>. The
\nobligations of the several Underwriters to purchase and pay for the Securities
\non the Closing Date will be subject to the accuracy of the representations and
\nwarranties of the Company herein (as though made on the Closing Date), to the
\naccuracy of the statements of Company officers made pursuant to the provisions
\nhereof, to the performance by the Company of its obligations hereunder and to
\nthe following additional conditions precedent:<\/p>\n

(a) Accountants’ Comfort Letter<\/em>. The Representatives shall have
\nreceived letters, dated, respectively, the date hereof and the Closing Date, of
\nErnst & Young LLP, confirming that they are a registered public accounting
\nfirm and independent public accountants within the meaning of the Securities
\nLaws and substantially in the form of Exhibit A hereto (except that, in any
\nletter dated<\/p>\n

11<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

the Closing Date, the specified date referred to in Exhibit A hereto shall be
\na date no more than five days prior to the Closing Date).<\/p>\n

(b) Filing of Prospectus. <\/em>The Final Prospectus shall have been filed
\nwith the Commission in accordance with the Rules and Regulations and Section
\n5(a) hereof. No stop order suspending the effectiveness of the Registration
\nStatement or of any part thereof shall have been issued and no proceedings for
\nthat purpose shall have been instituted or, to the knowledge of the Company or
\nany Underwriter, shall be contemplated by the Commission.<\/p>\n

(c) No Material Adverse Change<\/em>. Subsequent to the execution and
\ndelivery of this Agreement, there shall not have occurred (i) any change, or any
\ndevelopment or event involving a prospective change, in the condition (financial
\nor otherwise), results of operations, business or properties of the Company and
\nits subsidiaries, taken as a whole, which, in the judgment of the
\nRepresentatives, is material and adverse and makes it impractical or inadvisable
\nto market the Securities; (ii) any downgrading in the rating of any debt
\nsecurities of the Company by any “nationally recognized statistical rating
\norganization” (as defined for purposes of Rule 436(g)), or any public
\nannouncement that any such organization has under surveillance or review its
\nrating of any debt securities of the Company (other than an announcement with
\npositive implications of a possible upgrading, and no implication of a possible
\ndowngrading, of such rating); (iii) any change in U.S. or international
\nfinancial, political or economic conditions or currency exchange rates or
\nexchange controls the effect of which is such as to make it, in the judgment of
\nthe Representatives, impractical to market or to enforce contracts for the sale
\nof the Securities, whether in the primary market or in respect of dealings in
\nthe secondary market; (iv) any suspension or material limitation of trading in
\nsecurities generally on the New York Stock Exchange, or any setting of minimum
\nor maximum prices for trading on such exchange; (v) or any suspension of trading
\nof any securities of the Company on any exchange or in the over-the-counter
\nmarket; (vi) any banking moratorium declared by any U.S. federal or New York
\nauthorities; (vii) any major disruption of settlements of securities, payment,
\nor clearance services in the United States or any other country where such
\nsecurities are listed or (viii) any attack on, outbreak or escalation of
\nhostilities or act of terrorism involving the United States, any declaration of
\nwar by Congress or any other national or international calamity or emergency if,
\nin the judgment of the Representatives, the effect of any such attack, outbreak,
\nescalation, act, declaration, calamity or emergency is such as to make it
\nimpractical or inadvisable to market the Securities or to enforce contracts for
\nthe sale of the Securities.<\/p>\n

(d) Opinion of Counsel for Company<\/em>. The Representatives shall have
\nreceived an opinion, dated the Closing Date, of Wilmer Cutler Pickering Hale and
\nDorr LLP, counsel for the Company, in the form of Exhibit B hereto.<\/p>\n

(e) Opinion of Netherlands Counsel for Company. <\/em>The Representatives
\nshall have received an opinion, dated the Closing Date, of Houben Advocaten,
\nNetherlands counsel for the Company, in the form of Exhibit C hereto.<\/p>\n

(f) Opinion of General Counsel of the Company. <\/em>The Representatives
\nshall have received an opinion, dated the Closing Date, of Margaret K. Seif,
\nGeneral Counsel of the Company, in the form of Exhibit D hereto.<\/p>\n

(g) Opinion of Counsel for Underwriters. <\/em>The Representatives shall
\nhave received from Cravath, Swaine & Moore LLP, counsel for the
\nUnderwriters, such opinion or opinions, dated the Closing Date, with respect to
\nsuch matters as the Representatives may require, and the Company shall have
\nfurnished to such counsel such documents as they request for the purpose of
\nenabling them to pass upon such matters.<\/p>\n

12<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(h) Officer’s Certificate<\/em>. The Representatives shall have received a
\ncertificate, dated the Closing Date, of an executive officer of the Company and
\na principal financial or accounting officer of the Company in which such
\nofficers shall state that: the representations and warranties of the Company in
\nthis Agreement are true and correct; the Company has complied with all
\nagreements and satisfied all conditions on its part to be performed or satisfied
\nhereunder at or prior to the Closing Date; no stop order suspending the
\neffectiveness of the Registration Statement has been issued and no proceedings
\nfor that purpose have been instituted or, to their knowledge, are contemplated
\nby the Commission; and, subsequent to the date of the most recent financial
\nstatements in the General Disclosure Package, there has been no material adverse
\nchange, nor any development or event involving a prospective material adverse
\nchange, in the condition (financial or otherwise), results of operations,
\nbusiness, properties or prospects of the Company and its subsidiaries taken as a
\nwhole except as set forth in the General Disclosure Package or as described in
\nsuch certificate.<\/p>\n

The Company will furnish the Representatives with such conformed copies of
\nsuch opinions, certificates, letters and documents as the Representatives
\nreasonably request. The Representatives may in their sole discretion waive on
\nbehalf of the Underwriters compliance with any conditions to the obligations of
\nthe Underwriters hereunder.<\/p>\n

8. Indemnification and Contribution<\/em>. (a) Indemnification of
\nUnderwriters<\/em>. The Company will indemnify and hold harmless each
\nUnderwriter, its partners, members, directors, officers, employees, agents,
\naffiliates and each person, if any, who controls such Underwriter within the
\nmeaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an
\n“Indemnified Party<\/strong>“), against any and all losses, claims,
\ndamages or liabilities, joint or several, to which such Indemnified Party may
\nbecome subject, under the Act, the Exchange Act, other Federal or state
\nstatutory law or regulation or otherwise, insofar as such losses, claims,
\ndamages or liabilities (or actions in respect thereof) arise out of or are based
\nupon any untrue statement or alleged untrue statement of any material fact
\ncontained in any part of the Registration Statement, any Statutory Prospectus,
\nthe Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or
\nare based upon the omission or alleged omission of a material fact required to
\nbe stated therein or necessary to make the statements therein not misleading,
\nand will reimburse each Indemnified Party for any legal or other expenses
\nreasonably incurred by such Indemnified Party in connection with investigating
\nor defending against any such loss, claim, damage, liability, action,
\nlitigation, investigation or proceeding whatsoever (whether or not such
\nIndemnified Party is a party thereto), whether threatened or commenced, and in
\nconnection with the enforcement of this provision with respect to any of the
\nabove as such expenses are incurred; provided, however, that the Company will
\nnot be liable in any such case to the extent that any such loss, claim, damage
\nor liability arises out of or is based upon an untrue statement or alleged
\nuntrue statement in or omission or alleged omission from any of such documents
\nin reliance upon and in conformity with written information furnished to the
\nCompany by any Underwriter through the Representatives specifically for use
\ntherein, it being understood and agreed that the only such information furnished
\nby any Underwriter consists of the information described as such in subsection
\n(b) below.<\/p>\n

(b) Indemnification of Company<\/em>. Each Underwriter will severally and
\nnot jointly indemnify and hold harmless the Company, each of its directors and
\neach of its officers who signs a Registration Statement and each person, if any,
\nwho controls the Company within the meaning of Section 15 of the Act or Section
\n20 of the Exchange Act (each, an “Underwriter Indemnified
\nParty<\/strong>“), against any losses, claims, damages or liabilities to which
\nsuch Underwriter Indemnified Party may become subject, under the Act, the
\nExchange Act, other Federal or state statutory law or regulation or otherwise,
\ninsofar as such losses, claims, damages or liabilities (or actions in respect
\nthereof) arise out of or are based upon any untrue statement or alleged untrue
\nstatement of any material fact contained in any part of the Registration
\nStatement, any Statutory Prospectus, the Final Prospectus, or any Issuer Free
\nWriting Prospectus, or arise out of or are based upon the omission or the
\nalleged omission of a material fact required to be stated therein or necessary
\nto make the statements therein not misleading, in each case to the extent, but
\nonly to the extent, that such untrue statement or alleged untrue statement or
\nomission or alleged omission was made in reliance upon and in conformity with
\nwritten information furnished to the Company by such Underwriter through the\n<\/p>\n

13<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Representatives specifically for use therein, and will reimburse any legal or
\nother expenses reasonably incurred by such Underwriter Indemnified Party in
\nconnection with investigating or defending against any such loss, claim, damage,
\nliability, action, litigation, investigation or proceeding whatsoever (whether
\nor not such Underwriter Indemnified Party is a party thereto), whether
\nthreatened or commenced, based upon any such untrue statement or omission, or
\nany such alleged untrue statement or omission as such expenses are incurred, it
\nbeing understood and agreed that the only such information furnished by any
\nUnderwriter consists of the following information in the Final Prospectus
\nfurnished on behalf of each Underwriter: the concession and reallowance figures
\nappearing in the third paragraph under the caption “Underwriting”, the second
\nsentence in the sixth paragraph under the caption “Underwriting”, and the
\ninformation contained in the twelfth and thirteenth paragraphs under the caption
\n“Underwriting”.<\/p>\n

(c) Actions against Parties; Notification<\/em>. Promptly after receipt by
\nan indemnified party under this Section of notice of the commencement of any
\naction, such indemnified party will, if a claim in respect thereof is to be made
\nagainst the indemnifying party under subsection (a) or (b) above, notify the
\nindemnifying party of the commencement thereof; but the failure to notify the
\nindemnifying party shall not relieve it from any liability that it may have
\nunder subsection (a) or (b) above except to the extent that it has been
\nmaterially prejudiced (through the forfeiture of substantive rights or defenses)
\nby such failure; and provided further that the failure to notify the
\nindemnifying party shall not relieve it from any liability that it may have to
\nan indemnified party otherwise than under subsection (a) or (b) above. In case
\nany such action is brought against any indemnified party and it notifies the
\nindemnifying party of the commencement thereof, the indemnifying party will be
\nentitled to participate therein and, to the extent that it may wish, jointly
\nwith any other indemnifying party similarly notified, to assume the defense
\nthereof, with counsel satisfactory to such indemnified party (who shall not,
\nexcept with the consent of the indemnified party, be counsel to the indemnifying
\nparty), and after notice from the indemnifying party to such indemnified party
\nof its election so to assume the defense thereof, the indemnifying party will
\nnot be liable to such indemnified party under this Section for any legal or
\nother expenses subsequently incurred by such indemnified party in connection
\nwith the defense thereof other than reasonable costs of investigation. No
\nindemnifying party shall, without the prior written consent of the indemnified
\nparty, effect any settlement of any pending or threatened action in respect of
\nwhich any indemnified party is or could have been a party and indemnity could
\nhave been sought hereunder by such indemnified party unless such settlement (i)
\nincludes an unconditional release of such indemnified party from all liability
\non any claims that are the subject matter of such action and (ii) does not
\ninclude a statement as to, or an admission of, fault, culpability or a failure
\nto act by or on behalf of an indemnified party.<\/p>\n

(d) Contribution<\/em>. If the indemnification provided for in this
\nSection is unavailable or insufficient to hold harmless an indemnified party
\nunder subsection (a) or (b) above, then each indemnifying party shall contribute
\nto the amount paid or payable by such indemnified party as a result of the
\nlosses, claims, damages or liabilities referred to in subsection (a) or (b)
\nabove (i) in such proportion as is appropriate to reflect the relative benefits
\nreceived by the Company on the one hand and the Underwriters on the other from
\nthe offering of the Securities or (ii) if the allocation provided by clause (i)
\nabove is not permitted by applicable law, in such proportion as is appropriate
\nto reflect not only the relative benefits referred to in clause (i) above but
\nalso the relative fault of the Company on the one hand and the Underwriters on
\nthe other in connection with the statements or omissions which resulted in such
\nlosses, claims, damages or liabilities as well as any other relevant equitable
\nconsiderations. The relative benefits received by the Company on the one hand
\nand the Underwriters on the other shall be deemed to be in the same proportion
\nas the total net proceeds from the offering (before deducting expenses) received
\nby the Company bear to the total underwriting discounts and commissions received
\nby the Underwriters. The relative fault shall be determined by reference to,
\namong other things, whether the untrue or alleged untrue statement of a material
\nfact or the omission or alleged omission to state a material fact relates to
\ninformation supplied by the Company or the Underwriters and the parties’
\nrelative intent, knowledge, access to information and opportunity to correct or
\nprevent such untrue statement or omission. The amount paid by an indemnified
\nparty as a result of the losses, claims, damages or liabilities referred to in
\nthe first sentence of this subsection (d) shall be deemed to include any legal
\nor other expenses reasonably incurred by such indemnified party in connection
\nwith investigating or defending any action or claim which is the subject of<\/p>\n

14<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

this subsection (d). Notwithstanding the provisions of this subsection (d),
\nno Underwriter shall be required to contribute any amount in excess of the
\namount by which the total price at which the Securities underwritten by it and
\ndistributed to the public were offered to the public exceeds the amount of any
\ndamages which such Underwriter has otherwise been required to pay by reason of
\nsuch untrue or alleged untrue statement or omission or alleged omission. No
\nperson guilty of fraudulent misrepresentation (within the meaning of Section
\n11(f) of the Act) shall be entitled to contribution from any person who was not
\nguilty of such fraudulent misrepresentation. The Underwriters’ obligations in
\nthis subsection (d) to contribute are several in proportion to their respective
\nunderwriting obligations and not joint. The Company and the Underwriters agree
\nthat it would not be just and equitable if contribution pursuant to this Section
\n8(d) were determined by pro rata allocation (even if the Underwriters were
\ntreated as one entity for such purpose) or by any other method of allocation
\nwhich does not take account of the equitable considerations referred to in this
\nSection 8(d).<\/p>\n

9. Default of Underwriters<\/em>. If any Underwriter or Underwriters
\ndefault in their obligations to purchase Securities hereunder on the Closing
\nDate and the aggregate principal amount of Securities that such defaulting
\nUnderwriter or Underwriters agreed but failed to purchase does not exceed 10% of
\nthe total principal amount of Securities that the Underwriters are obligated to
\npurchase on the Closing Date, the Representatives may make arrangements
\nsatisfactory to the Company for the purchase of such Securities by other
\npersons, including any of the Underwriters, but if no such arrangements are made
\nby the Closing Date, the non-defaulting Underwriters shall be obligated
\nseverally, in proportion to their respective commitments hereunder, to purchase
\nthe Securities that such defaulting Underwriters agreed but failed to purchase
\non the Closing Date. If any Underwriter or Underwriters so default and the
\naggregate principal amount of Securities with respect to which such default or
\ndefaults occur exceeds 10% of the total principal amount of Securities that the
\nUnderwriters are obligated to purchase on the Closing Date and arrangements
\nsatisfactory to the Representatives and the Company for the purchase of such
\nSecurities by other persons are not made within 36 hours after such default,
\nthis Agreement will terminate without liability on the part of any
\nnon-defaulting Underwriter or the Company, except as provided in Section 10. As
\nused in this Agreement, the term “Underwriter” includes any person substituted
\nfor an Underwriter under this Section. Nothing herein will relieve a defaulting
\nUnderwriter from liability for its default.<\/p>\n

10. Survival of Certain Representations and Obligations<\/em>. The
\nrespective indemnities, agreements, representations, warranties and other
\nstatements of the Company or its officers and of the several Underwriters set
\nforth in or made pursuant to this Agreement will remain in full force and
\neffect, regardless of any investigation, or statement as to the results thereof,
\nmade by or on behalf of any Underwriter, the Company or any of their respective
\nrepresentatives, officers or directors or any controlling person, and will
\nsurvive delivery of and payment for the Securities. If the purchase of the
\nSecurities by the Underwriters is not consummated for any reason other than
\nsolely because of the termination of this Agreement pursuant to Section 9 hereof
\nor the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or
\n(viii) of Section 7(c) hereof, the Company will reimburse the Underwriters for
\nall out-of-pocket expenses (including fees and disbursements of counsel)
\nreasonably incurred by them in connection with the offering of the Securities,
\nand the respective obligations of the Company and the Underwriters pursuant to
\nSection 8 hereof shall remain in effect. In addition, if any Securities have
\nbeen purchased hereunder, the representations and warranties in Section 2 and
\nall obligations under Section 5 shall also remain in effect.<\/p>\n

11. Notices<\/em>. All communications hereunder will be in writing and, if
\nsent to the Underwriters, will be mailed, delivered or telegraphed and confirmed
\nto the Representatives at Credit Suisse Securities (USA) LLC, Eleven Madison
\nAvenue, New York, New York 10010, Attention: IBD Legal, or, if sent to the
\nCompany, will be mailed, delivered or telegraphed and confirmed to it at One
\nTechnology Way, Norwood, Massachusetts 02062, Attention: General Counsel;
\nprovided, however, that any notice to an Underwriter pursuant to Section 8 will
\nbe mailed, delivered or telegraphed and confirmed to such Underwriter.<\/p>\n

12. Successors<\/em>. This Agreement will inure to the benefit of and be
\nbinding upon the parties hereto and their respective successors and the officers
\nand directors and controlling persons referred to in Section 8, and no other
\nperson will have any right or obligation hereunder.<\/p>\n

15<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

13. Representation of Underwriters<\/em>. The Representatives will act for
\nthe several Underwriters in connection with this financing, and any action under
\nthis Agreement taken by the Representatives will be binding upon all the
\nUnderwriters.<\/p>\n

14. Counterparts<\/em>. This Agreement may be executed in any number of
\ncounterparts, each of which shall be deemed to be an original, but all such
\ncounterparts shall together constitute one and the same Agreement.<\/p>\n

15. Absence of Fiduciary Relationship. <\/em>The Company acknowledges and
\nagrees that:<\/p>\n

(a) No Other Relationship<\/em>. The Representatives have been retained
\nsolely to act as underwriters in connection with the sale of Securities and that
\nno fiduciary, advisory or agency relationship between the Company and the
\nRepresentatives has been created in respect of any of the transactions
\ncontemplated by this Agreement or the Final Prospectus, irrespective of whether
\nthe Representatives have advised or are advising the Company on other matters;\n<\/p>\n

(b) Arms’ Length Negotiations<\/em>. The price of the Securities set forth
\nin this Agreement was established by the Company following discussions and
\narms-length negotiations with the Representatives and the Company is capable of
\nevaluating and understanding and understands and accepts the terms, risks and
\nconditions of the transactions contemplated by this Agreement;<\/p>\n

(c) Absence of Obligation to Disclose<\/em>. The Company has been advised
\nthat the Representatives and their affiliates are engaged in a broad range of
\ntransactions which may involve interests that differ from those of the Company
\nand that the Representatives have no obligation to disclose such interests and
\ntransactions to the Company by virtue of any fiduciary, advisory or agency
\nrelationship; and<\/p>\n

(d)Waiver<\/em>. The Company waives, to the fullest extent permitted by
\nlaw, any claims it may have against the Representatives for breach of fiduciary
\nduty or alleged breach of fiduciary duty and agrees that the Representatives
\nshall have no liability (whether direct or indirect) to the Company in respect
\nof such a fiduciary duty claim or to any person asserting a fiduciary duty claim
\non behalf of or in right of the Company, including stockholders, employees or
\ncreditors of the Company.<\/p>\n

16. Applicable Law<\/em>. This Agreement shall be governed by, and
\nconstrued in accordance with, the laws of the State of New York.<\/strong><\/p>\n

The Company hereby submits to the non-exclusive jurisdiction of the Federal
\nand state courts in the Borough of Manhattan in The City of New York in any suit
\nor proceeding arising out of or relating to this Agreement or the transactions
\ncontemplated hereby. The Company irrevocably and unconditionally waives any
\nobjection to the laying of venue of any suit or proceeding arising out of or
\nrelating to this Agreement or the transactions contemplated hereby in Federal
\nand state courts in the Borough of Manhattan in The City of New York and
\nirrevocably and unconditionally waives and agrees not to plead or claim in any
\nsuch court that any such suit or proceeding in any such court has been brought
\nin an inconvenient forum.<\/p>\n

17. Patriot Act<\/em>. In accordance with the requirements of the USA
\nPatriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)),
\nthe Underwriters are required to obtain, verify and record information that
\nidentifies their respective clients, including the Company, which information
\nmay include the name and address of their respective clients, as well as other
\ninformation that will allow the Underwriters to properly identify their
\nrespective clients.<\/p>\n

16<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

If the foregoing is in accordance with the Representatives’ understanding of
\nour agreement, kindly sign and return to the Company one of the counterparts
\nhereof, whereupon it will become a binding agreement between the Company and the
\nseveral Underwriters in accordance with its terms.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Very truly yours,<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

ANALOG DEVICES, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

By<\/p>\n<\/td>\n

\n<\/td>\n\n

\/s\/ David A. Zinsner<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

Name: David A. Zinsner<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

Title: Vice President and<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

Chief Financial Officer<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

17<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n<\/p>\n

The foregoing Underwriting Agreement is hereby
\nconfirmed and accepted as of the date first
\nabove written.<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Credit Suisse Securities (USA) LLC,<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Sharon Harrison<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Sharon Harrison<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Director<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Acting on behalf of itself and as a
\nRepresentative of the several
\nUnderwriters.<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Merrill Lynch, Pierce, Fenner & Smith
\nIncorporated,<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ James Probert<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

James Probert<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Managing Director<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Acting on behalf of itself and as a
\nRepresentative of the several
\nUnderwriters.<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

18<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

<\/p>\n

SCHEDULE A<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Principal<\/strong><\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Amount of<\/strong><\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Underwriter<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

Securities<\/strong><\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Credit Suisse Securities (USA) LLC<\/p>\n<\/td>\n

\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

206,250,000<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Merrill Lynch, Pierce, Fenner & Smith Incorporated<\/p>\n<\/td>\n

\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

112,500,000<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Goldman, Sachs & Co.<\/p>\n<\/td>\n

\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

56,250,000<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Total<\/p>\n<\/td>\n

\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

375,000,000<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

SCHEDULE B<\/strong><\/p>\n\n\n\n
\n

1.<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

General Use Free Writing Prospectuses (included in the General
\nDisclosure Package)<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

“General Use Issuer Free Writing Prospectus” includes each of the following
\ndocuments:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n<\/td>\n\n

1.<\/p>\n<\/td>\n

\n<\/td>\n\n

Pricing term sheet dated March 30, 2011, filed on the date hereof with the
\nCommission pursuant to Rule 433.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

2.<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

Other Information Included in the General Disclosure Package<\/strong>\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

The following information is also included in the General Disclosure Package:\n<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

None.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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