Exhibit 4.1

         STOCK OPTION AGREEMENT, dated as of January 28, 2001 (the "Agreement"),
between Maxim Integrated Products, Inc., a Delaware corporation (the "Grantee"),
Dallas Semiconductor Corporation, a Delaware corporation (the "Issuer").

                                    RECITALS

         WHEREAS,  Grantee and Issuer are,  concurrently  with the execution and
delivery of this Agreement, entering into an Agreement and Plan of Merger, dated
as of the date hereof (the  "Merger  Agreement"),  pursuant to which the parties
will engage in a business  combination  (the  "Merger")  (capitalized  terms not
otherwise  defined herein shave have the meanings assigned to them in the Merger
Agreement).

         WHEREAS,  as a condition  to its  willingness  to enter into the Merger
Agreement, Grantee has required that Issuer agree, and believing it to be in the
best  interests of Issuer,  Issuer has agreed,  among other things,  to grant to
Grantee the Option (as hereinafter  defined) to purchase shares of common stock,
par value  $0.02 per share,  of Issuer  ("Issuer  Common  Stock") at a price per
share equal to the Exercise Price (as hereinafter defined).

                                    AGREEMENT

         NOW  THEREFORE,  in  consideration  of the  foregoing  and  the  mutual
representations,  warranties,  covenants and agreements  herein  contained,  the
receipt and  sufficiency of which are hereby  acknowledged,  and intending to be
legally bound hereby, the parties hereto agree as follows:

                                   ARTICLE I

                            OPTION TO PURCHASE SHARES

          1.1 Grant of Option.

          (a) Issuer hereby grants to Grantee an irrevocable option to purchase,
in whole or in part, an aggregate of up to 9,259,002  duly  authorized,  validly
issued, fully paid and nonassessable shares of Issuer Common Stock (representing
14.9% of the issued and outstanding  shares of Issuer Common Stock as of January
25,  2001),  on the terms and subject to the  conditions  set forth  herein (the
"Option");  provided,  however,  that in no event  shall the number of shares of
Issuer Common Stock,  for which this Option is exercisable,  exceed 14.9% of the
issued and  outstanding  shares of Issuer  Common  Stock at the time of exercise
without  giving effect to the issuance of any Option Shares (as defined  below).
The  number of  shares of Issuer  Common  Stock  that may be  received  upon the
exercise  of the Option and the  Exercise  Price are  subject to  adjustment  as
herein set forth.

          (b) In the event that any additional shares of Issuer Common Stock are
issued or  otherwise  become  outstanding  after  January  25,  2001 (other than
pursuant to this  Agreement  and other than  pursuant to an event  described  in
Section 3.1 hereof),  the number of shares of Issuer Common Stock subject to the
Option shall be increased so that,  after such  issuance,  such number  together
with any shares of Issuer Common Stock previously issued pursuant hereto, equals
14.9%  of  the  number  of  shares  of  Issuer  Common  Stock  then  issued  and
outstanding,  without giving effect to any shares subject or issued  pursuant to
the Option.  Nothing  contained  in this  Section  1.1(b) or  elsewhere  in this
Agreement  shall be deemed to authorize  Issuer to breach or fail to comply with
any provision of the Merger Agreement.  As used herein, the term "Option Shares"
means the shares of Issuer Common Stock issuable  pursuant to the Option, as the
number of such shares shall be adjusted pursuant to the terms hereof.

          1.2 Exercise of Option.

          (a) The Option may be  exercised by Grantee,  in whole or in part,  at
any time, or from time to time,  commencing  upon the Exercise Date and prior to
the Expiration Date. As used herein,  the term "Exercise Date" means the date on
which Grantee  becomes  unconditionally  entitled to receive a  termination  fee
pursuant to Section 7.3(b) of the Merger Agreement (the  "Termination  Fee"). As
used  herein,  the term  "Expiration  Date"  means the  first to occur  prior to
Grantee's exercise of the Option pursuant to Section 1.2(b) of:

          (i)       the Effective Time;

          (ii)      written  notice of  termination of this Agreement by Grantee
                    to Issuer;

          (iii)     12 months after the first occurrence of an Exercise Date; or

          (iv)      the date of termination of the Merger Agreement,  unless, in
                    the  case of this  clause  (iv),  Grantee  has the  right to
                    receive  the   Termination  Fee  either  (x)  upon,  or  (y)
                    following,  such  termination upon the occurrence of certain
                    events,  in which case the Option will not  terminate  until
                    the later of (A) 15  business  days  following  the time the
                    Termination Fee becomes unconditionally payable, and (B) the
                    expiration   of   the   period   referred   to  in   Section
                    7.3(b)(A)(III) of the Merger Agreement.

Notwithstanding  the  termination  of the Option,  Grantee  shall be entitled to
purchase  those Option  Shares with respect to which it may have  exercised  the
Option  by  delivery  of an  Option  Notice  (as  defined  below)  prior  to the
Expiration  Date,  and the  termination of the Option will not affect any rights
hereunder  that by their  terms do not  terminate  or expire  prior to or at the
Expiration Date.

          (b) In the event Grantee wishes to exercise the Option,  Grantee shall
send a written  notice to Issuer of its  intention to so exercise the Option (an
"Option  Notice"),  specifying  the number of Option Shares to be purchased (and
the denominations of the certificates,  if more than one), whether the aggregate
Exercise  Price will be paid in cash or by  surrendering a portion of the Option
in accordance with Section 1.3(b) or a combination thereof, and the place in the
United  States,  time and date of the  closing  of such  purchase  (the  "Option
Closing" and the date of such Closing,  the "Option Closing  Date"),  which date
shall not be less than two Business  Days nor more than ten  Business  Days from
the date on which an Option Notice is  delivered;  provided,  however,  that the
Option  Closing  shall be held only if (i) such  purchase  would  not  otherwise
violate  or cause the  violation  of,  any  applicable  material  law,  statute,
ordinance, rule or regulation (including the HSR Act) (individually, a "Law" and
collectively,  "Laws"), and (ii) no material judgment,  order, writ, injunction,
ruling or decree of any Governmental  Authority  (collectively,  "Orders") shall
have been  promulgated,  enacted,  entered into, or enforced by any Governmental
Authority  that  prohibits  delivery of the Option  Shares,  whether  temporary,
preliminary or permanent;  provided,  however, that the parties hereto shall use
their  reasonable  best efforts to (x) promptly  make and process all  necessary
filings  and   applications   and  obtain  all  consents,   approvals,   Orders,
authorizations,  registrations  and declarations or expiration or termination of
any required waiting periods (collectively,  "Approvals") and to comply with any
such  applicable  Laws and (y) have any such Order  vacated or reversed.  In the
event the Option  Closing is delayed  pursuant to clause (i) or (ii) above,  the
Option Closing shall be within ten Business Days following the cessation of such
restriction,  violation,  Law or Order or the receipt of any necessary Approval,
as the case may be (so long as the  Option  Notice  was  delivered  prior to the
Expiration  Date);  provided  further,  that,  notwithstanding  any prior Option
Notice, Grantee shall be entitled to rescind such Option Notice and shall not be
obligated to purchase any Option  Shares in  connection  with such exercise upon
written notice to such effect to Issuer.

          (c) At any Option Closing,  (i) Issuer shall deliver to Grantee all of
the Option Shares to be purchased by delivery of a certificate  or  certificates
evidencing such Option Shares in the denominations  designated by Grantee in the
Option Notice, and (ii) if the Option is exercised in part and/or surrendered in
part to pay the aggregate Exercise Price pursuant to Section 1.3(b),  Issuer and
Grantee shall execute and deliver an amendment to this Agreement  reflecting the
Option Shares for which the Option has not been exercised and/or surrendered. If
at the time of issuance of any Option  Shares  pursuant to an exercise of all or
part of the  Option  hereunder,  Issuer  shall  have  issued any rights or other
securities which are attached to or otherwise  associated with the Issuer Common
Stock,  then each  Option  Share  issued  pursuant to such  exercise  shall also
represent such rights or other securities with terms  substantially  the same as
and at least as  favorable  to Grantee  as are  provided  under any  shareholder
rights  agreement or similar  agreement of Issuer then in effect.  At the Option
Closing,  Grantee shall pay to Issuer by wire transfer of immediately  available
funds to an  account  specified  by Issuer to  Grantee  in  writing at least two
Business Days prior to the Option  Closing an amount equal to the Exercise Price
multiplied  by the number of Option  Shares to be purchased for cash pursuant to
this  Article I;  provided,  however,  that the  failure or refusal of Issuer to
specify an  account  shall not affect  Issuer's  obligation  to issue the Option
Shares.

          (d) Upon the  delivery  by Grantee to Issuer of the Option  Notice and
the tender of the applicable  aggregate Exercise Price in immediately  available
funds or the  requisite  portion of the Option in  accordance  with Section 1.3,
Grantee shall be deemed to be the holder of record of the Option Shares issuable
upon such exercise,  notwithstanding that the stock transfer books of Issuer may
then be closed,  that certificates  representing such Option Shares may not then
have been actually delivered to Grantee, or Issuer may have failed or refused to
take any action required of it hereunder. Issuer shall pay all expenses that may
be payable in connection  with the  preparation,  issuance and delivery of stock
certificates  or an amendment to this  Agreement  under this Section 1.2 and any
filing fees and other expenses  arising from the performance of the transactions
contemplated hereby.

          1.3 Payments.

          (a) The purchase and sale of the Option Shares pursuant to Section 1.2
of this  Agreement  shall be at a purchase price equal to $26.8125 per share (as
such amount may be adjusted pursuant to the terms hereof, the "Exercise Price"),
payable at Grantee's  option in cash, by surrender of a portion of the Option in
accordance with Section 1.3(b), or a combination thereof.

          (b) Grantee may elect to purchase Option Shares issuable, and pay some
or all of the aggregate  Exercise Price payable,  upon an exercise of the Option
by  surrendering  a portion of the Option with  respect to such number of Option
Shares as is determined by dividing (i) the aggregate  Exercise Price payable in
respect of the number of Option  Shares  being  purchased in such manner by (ii)
the  excess of the Fair  Market  Value (as  defined  below)  per share of Issuer
Common Stock as of the last trading day preceding the date Grantee  delivers its
Option  Notice  (such  date,  the  "Option  Exercise  Date")  over the per share
Exercise  Price.  The "Fair Market Value" per share of Issuer Common Stock shall
be (x) if the Issuer Common Stock is listed on the New York Stock  Exchange (the
"NYSE") or any other nationally  recognized exchange or trading system as of the
Option  Exercise  Date,  the average of last  reported  sale prices per share of
Issuer  Common  Stock  thereon for the ten trading days  commencing  on the 12th
trading day immediately preceding the Option Exercise Date, or (y) if the Issuer
Common  Stock is not  listed  on the  NYSE or any  other  nationally  recognized
exchange or trading system as of the Option Exercise Date, the amount determined
by a mutually  acceptable  independent  investment banking firm as the value per
share the Issuer  Common  Stock  would have if publicly  traded on a  nationally
recognized  exchange  or trading  system  (assuming  no  discount  for  minority
interest,  illiquidity or restrictions on transfer).  That portion of the Option
so surrendered  under this Section 1.3(b) shall be canceled and shall thereafter
be of no further force and effect.

          (c)  Certificates for the Option Shares delivered at an Option Closing
will  have  typed or  printed  thereon  a  restrictive  legend  which  will read
substantially as follows:

         "THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
         REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  AND MAY BE
         REOFFERED OR SOLD ONLY IF SO  REGISTERED  OR IF AN EXEMPTION  FROM SUCH
         REGISTRATION  IS  AVAILABLE.   SUCH  SECURITIES  ARE  ALSO  SUBJECT  TO
         ADDITIONAL  RESTRICTIONS  ON TRANSFER AS SET FORTH IN THE STOCK  OPTION
         AGREEMENT DATED AS OF JANUARY 28, 2001, A COPY OF WHICH MAY BE OBTAINED
         FROM THE  SECRETARY  OF STAR  CORPORATION  AT ITS  PRINCIPAL  EXECUTIVE
         OFFICES."

It is understood and agreed that (i) the reference to restrictions arising under
the Securities Act in the above legend will be removed by delivery of substitute
certificate(s) without such reference if such Option Shares have been registered
pursuant to the Securities Act, such Option Shares have been sold in reliance on
and in  accordance  with  Rule 144  under  the  Securities  Act or  Grantee  has
delivered  to Issuer a copy of a letter from the staff of the SEC, or an opinion
of  counsel  in form and  substance  reasonably  satisfactory  to Issuer and its
counsel,  to the effect that such  legend is not  required  for  purposes of the
Securities Act and (ii) the reference to restrictions pursuant to this Agreement
in the above  legend will be removed by delivery  of  substitute  certificate(s)
without  such  reference  if  the  Option  Shares  evidenced  by  certificate(s)
containing  such reference have been sold or transferred in compliance  with the
provisions  of  this  Agreement  under  circumstances  that do not  require  the
retention of such reference.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

          2.1  Representations   and  Warranties  of  Grantee.   Grantee  hereby
represents  and  warrants to Issuer that any Option  Shares or other  securities
acquired by Grantee upon exercise of the Option will not be taken with a view to
the  public  distribution  thereof  and will  not be  transferred  or  otherwise
disposed of except in a transaction registered or exempt from registration under
the Securities Act.

          2.2 Representations and Warranties of Issuer. Issuer hereby represents
and warrants to Grantee as follows:


          (a) Option Shares.  Issuer has taken all necessary corporate and other
action to authorize  and reserve for  issuance,  and,  subject to receipt of any
Approvals, to permit it to issue, the Option Shares and all additional shares or
other securities that may be issued pursuant to Section 3.1 upon exercise of the
Option, and, at all times from the date hereof until such time as the obligation
to deliver Option Shares hereunder  terminates,  will have reserved for issuance
upon exercise of the Option the Option Shares and such other  additional  shares
or  securities,  if any. All of the Option Shares and all  additional  shares or
other securities or property that may be issuable  pursuant to Section 3.1, upon
exercise of the Option and issuance  pursuant hereto,  shall be duly authorized,
validly issued, fully paid and nonassessable,  shall be delivered free and clear
of all  Liens  of any  nature  whatsoever,  and  shall  not  be  subject  to any
preemptive or similar right of any Person.

          (b) No  Restrictions.  No Delaware  law or other  takeover  statute or
similar Law and no provision of the Restated  Certificate  of  Incorporation  or
Bylaws of Issuer or any  agreement to which Issuer is a party (i) would or would
purport  to  impose  restrictions  that  might  adversely  affect  or delay  the
consummation of the  transactions  contemplated by this Agreement,  or (ii) as a
result of the consummation of the  transactions  contemplated by this Agreement,
(x) would or would  purport to restrict or impair the ability of Grantee to vote
or otherwise  exercise the rights of a stockholder with respect to securities of
Issuer or any of its Subsidiaries that may be acquired or controlled by Grantee,
or (y) would or would  purport to entitle  any Person to acquire  securities  of
Issuer.

                                  ARTICLE III

                    ADJUSTMENT UPON CHANGES IN CAPITALIZATION

          3.1 In  addition to the  adjustment  in the number of shares of Issuer
Common  Stock that may be  purchased  upon  exercise  of the Option  pursuant to
Section 1.1,  the number of shares of Issuer  Common Stock that may be purchased
upon the  exercise  of the Option  and the  Exercise  Price  shall be subject to
adjustment  from time to time as provided in this  Section  3.1. In the event of
any change in the number of issued and outstanding shares of Issuer Common Stock
by  reason  of  any  stock   dividend,   split-up,   merger,   recapitalization,
combination,  conversion,  exchange of shares,  spin-off or other  change in the
corporate or capital  structure of Issuer that would have the effect of diluting
or otherwise  diminishing  Grantee's  rights  hereunder,  the number and kind of
Option Shares or other  securities  subject to the Option and the Exercise Price
therefor  shall be  appropriately  adjusted so that Grantee  shall  receive upon
exercise of the Option (or, if such a change  occurs  between  exercise  and the
Option Closing,  upon the Option Closing) the number and kind of shares or other
securities or property that Grantee would have received in respect of the Option
Shares that Grantee is entitled to purchase  upon  exercise of the Option if the
Option had been exercised (or the purchase  thereunder had been consummated,  as
the case may be)  immediately  prior to such event or the  record  date for such
event,  as applicable.  The rights of Grantee under this Article III shall be in
addition to, and shall in no way limit,  its rights against Issuer for breach of
or the failure to perform any provision of the Merger Agreement.

                                   ARTICLE IV

                               REGISTRATION RIGHTS

4.1      Registration of Option Shares Under the Securities Act.

          (a) If  requested  by Grantee at any time and from time to time within
two years after receipt by Grantee of Option Shares (the "Registration Period"),
Issuer shall use its reasonable  best efforts,  as promptly as  practicable,  to
effect the registration under the Securities Act and any applicable state law (a
"Demand  Registration")  of such  number of Option  Shares or such other  Issuer
securities owned by or issuable to Grantee in accordance with the method of sale
or other disposition  contemplated by Grantee,  including a "shelf" registration
statement under Rule 415 of the Securities Act or any successor  provision,  and
to obtain all consents or waivers of other  parties that are required  therefor.
Except  with  respect  to such a "shelf"  registration,  Issuer  shall keep such
Demand Registration effective for a period of not less than 180 days, unless, in
the written  opinion of counsel to Issuer,  which  opinion shall be delivered to
Grantee and which shall be  reasonably  satisfactory  in form and  substance  to
Grantee and its  counsel,  such  registration  under the  Securities  Act is not
required in order to lawfully  sell and  distribute  such Option Shares or other
Issuer securities in the manner contemplated by Grantee.  Issuer shall only have
the  obligation  to effect three Demand  Registrations  pursuant to this Section
4.1; provided,  however, that only requests relating to a registration statement
that has become effective under the Securities Act shall be counted for purposes
of determining the number of Demand Registrations made. Issuer shall be entitled
to postpone  for up to 90 days from  receipt of  Grantee's  request for a Demand
Registration the filing of any registration statement in connection therewith if
the  Board of  Directors  of  Issuer  determines  in its good  faith  reasonable
judgment that such  registration  would  materially  interfere with any material
event  involving  the Issuer or require  premature  disclosure  of any  material
non-public  information,  the disclosure of which would materially and adversely
affect the Issuer;  provided,  however, that Issuer shall not have postponed any
Demand  Registration  pursuant to this  sentence  during the twelve month period
immediately  preceding  the date of delivery of  Grantee's  request for a Demand
Registration.

          (b) If Issuer  effects a  registration  under  the  Securities  Act of
Issuer Common Stock for its own account or for any other  stockholders of Issuer
(other than on Form S-4 or Form S-8, or any successor form),  Grantee shall have
the right to participate in such  registration and include in such  registration
the number of shares of Issuer  Common Stock or such other Issuer  securities as
Grantee shall designate by notice to Issuer (an "Incidental  Registration"  and,
together with a Demand Registration, a "Registration"); provided, however, that,
if the Incidental  Registration  is in connection  with an  underwritten  public
offering,  the managing  underwriters  of such offering advise Issuer in writing
that,  in their  opinion,  the number of shares of Issuer  Common Stock or other
Issuer  securities  requested  to be  included in such  Incidental  Registration
exceeds the number  which can be sold in such  offering,  Issuer  shall  include
therein (i) first,  all shares proposed to be included  therein by Issuer,  (ii)
second,  subject to the rights of any other  holders of  registration  rights in
effect as of the date hereof,  the shares  requested  to be included  therein by
Grantee,  and (iii) third,  shares proposed to be included  therein by any other
stockholder of Issuer.  Participation by Grantee in any Incidental  Registration
shall not affect the obligation of Issuer to effect Demand  Registrations  under
this Section 4.1. Issuer may withdraw any registration  under the Securities Act
that gives rise to an Incidental Registration without the consent of Grantee.

          (c) In connection with any  Registration  pursuant to this Section 4.1
that is an underwritten  public  offering,  (i) Issuer and Grantee shall provide
each other and any  underwriter of the offering with customary  representations,
warranties,   covenants,   indemnification   and  contribution   obligations  in
connection with such Registration, (ii) Issuer shall use reasonable best efforts
to cause any Option  Shares  included in such  Registration  to be approved  for
listing  on the NYSE or any other  nationally  recognized  exchange  or  trading
system  upon which  Issuer's  securities  are then  listed,  subject to official
notice of issuance,  which notice  shall be given by Issuer upon  issuance,  and
(iii) Grantee shall provide all information  reasonably requested by Issuer that
is required for  inclusion  in any  registration  statement  covering the Option
Shares.  Grantee will provide all information reasonably requested by Issuer for
inclusion in any  registration  statement to be filed  hereunder.  The costs and
expenses incurred by Issuer in connection with any Registration pursuant to this
Section 4.1  (including any fees related to  qualifications  under Blue Sky Laws
and SEC filing  fees) (the  "Registration  Expenses")  shall be borne by Issuer,
excluding  legal  fees  of  Grantee's  counsel  and  underwriting  discounts  or
commissions  with respect to Option  Shares to be sold by Grantee  included in a
Registration.

4.2      Transfers of Option Shares.

          (a) The  Option  Shares  may not be sold,  assigned,  transferred,  or
otherwise  disposed  of except (i) as provided in Section 4.1 or (ii) other than
in accordance with Section 5.3 hereof,  to any purchaser or transferee who would
not, to the knowledge of Grantee after reasonable inquiry, immediately following
such sale,  assignment,  transfer  or disposal  beneficially  own more than five
percent  (5%) of the  then-outstanding  voting  power of the  Issuer;  provided,
however,  that Grantee shall be permitted to sell any Option Shares if such sale
is made  pursuant  to a tender  or  exchange  offer  that has been  approved  or
recommended  by a majority  of the members of the Board of  Directors  of Issuer
(which  majority  shall include a majority of directors who were directors as of
the date hereof).

                                   ARTICLE V

               REPURCHASE RIGHTS; SUBSTITUTE OPTION; FIRST REFUSAL

5.1      Repurchase Rights.


          (a) At any  time on or  after  the  Exercise  Date  and  prior  to the
Expiration  Date,  Grantee  shall  have the right  (the  "Repurchase  Right") to
require Issuer to repurchase  from Grantee (i) the Option or any part thereof as
Grantee shall designate at a price (the "Option  Repurchase Price") equal to the
amount by which (A) the  Market/Offer  Price (as defined  below) exceeds (B) the
Exercise Price, multiplied by the number of Option Shares as to which the Option
is to be  repurchased,  and (ii) such number of Option  Shares as Grantee  shall
designate  at a  price  (the  "Option  Share  Repurchase  Price")  equal  to the
Market/Offer Price multiplied by the number of Option Shares so designated.  The
term  "Market/Offer  Price" shall mean the highest of (x) the highest  price per
share of Issuer  Common Stock  offered or paid in any  Acquisition  Proposal (as
defined in the Merger Agreement), or (y) the highest closing price for shares of
Issuer Common Stock during the six-month period  immediately  preceding the date
Grantee gives the Repurchase Notice (as hereinafter defined). In determining the
Market/Offer  Price,  the  value  of  consideration  other  than  cash  shall be
determined  by a  nationally  recognized  investment  banking  firm  selected by
Grantee  and  reasonably  acceptable  to  Issuer,  which  determination,  absent
manifest error, shall be conclusive for all purposes of this Agreement.

          (b) Grantee  shall  exercise its  Repurchase  Right by  delivering  to
Issuer  written notice (a  "Repurchase  Notice")  stating that Grantee elects to
require  Issuer to  repurchase  all or a portion of the Option and/or the Option
Shares  as  specified  therein.   The  closing  of  the  Repurchase  Right  (the
"Repurchase  Closing") shall take place in the United States at the place,  time
and date specified in the Repurchase  Notice,  which date shall not be less than
two  Business  Days nor more than ten  Business  Days from the date on which the
Repurchase  Notice is  delivered.  At the  Repurchase  Closing,  subject  to the
receipt of a writing evidencing the surrender of the Option and/or  certificates
representing  Option Shares, as the case may be, Issuer shall deliver to Grantee
the Option  Repurchase  Price  therefor  or the Option  Share  Repurchase  Price
therefor,  as the case may be, or the  portion  thereof  that Issuer is not then
prohibited under applicable Law from so delivering.  At the Repurchase  Closing,
(i) Issuer shall pay to Grantee the Option  Repurchase  Price for the portion of
the Option that is to be repurchased or the Option Shares  Repurchase  Price for
the  number of  Option  Shares  to be  repurchased,  as the case may be, by wire
transfer of immediately  available  funds to an account  specified by Grantee at
least 24 hours  prior  to the  Repurchase  Closing,  and (ii) if the  Option  is
repurchased  only in part,  Issuer and  Grantee  shall  execute  and  deliver an
amendment to this Agreement reflecting the Option Shares for which the Option is
not being repurchased.

          (c) To the extent that Issuer is prohibited  under applicable Law from
repurchasing  the portion of the Option or the Option Shares  designated in such
Repurchase  Notice,  Issuer shall  immediately  so notify Grantee and thereafter
deliver,  from time to time,  to Grantee  the  portion of the Option  Repurchase
Price and the Option Share Repurchase Price, respectively,  that it is no longer
prohibited  from  delivering,  within five Business Days after the date on which
Issuer is no longer so prohibited; provided, however, that if Issuer at any time
after delivery of a Repurchase  Notice is prohibited  under  applicable Law from
delivering  to Grantee  the full amount of the Option  Repurchase  Price and the
Option Share Repurchase Price for the Option or Option Shares to be repurchased,
respectively,  Grantee may rescind the exercise of the Repurchase Right, whether
in  whole,  in part or to the  extent of the  prohibition,  and,  to the  extent
rescinded,  no part of the  amounts,  terms or the  rights  with  respect to the
Option or  Repurchase  Right shall be changed or affected as if such  Repurchase
Right were not exercised. Issuer shall use its reasonable best efforts to obtain
all required  regulatory and legal approvals and to file any required notices to
permit  Grantee to exercise its  Repurchase  Right and shall use its  reasonable
best  efforts to avoid or cause to be  rescinded  or rendered  inapplicable  any
prohibition on Issuer's repurchase of the Option or the Option Shares.

          5.2 Substitute Option.

          (a)  In  the  event  that  Issuer  enters  into  an  agreement  (i) to
consolidate with or merge into any Person,  other than Grantee or any Subsidiary
of Grantee  (each an "Excluded  Person"),  and Issuer is not the  continuing  or
surviving  corporation  of such  consolidation  or  merger,  (ii) to permit  any
Person,  other than an Excluded Person, to merge into Issuer and Issuer shall be
the continuing or surviving or acquiring  corporation,  but, in connection  with
such merger, the then outstanding shares of Issuer Common Stock shall be changed
into or exchanged  for stock or other  securities of any other Person or cash or
any other property or the then  outstanding  shares of Issuer Common Stock shall
after such merger represent less than 50% of the outstanding  voting  securities
of the merged or acquiring  company,  or (iii) to sell or otherwise transfer all
or substantially all of its assets to any Person, other than an Excluded Person,
then, and in each such case, the agreement governing such transaction shall make
proper provision so that, unless earlier exercised by Grantee, the Option shall,
upon the  consummation of any such transaction and upon the terms and conditions
set forth herein,  be converted into, or exchanged for, an option with identical
terms appropriately  adjusted to acquire the number and class of shares or other
securities  or property  that Grantee  would have  received in respect of Issuer
Common  Stock  if the  Option  had  been  exercised  immediately  prior  to such
consolidation,  merger,  sale,  or  transfer,  or the record date  therefor,  as
applicable and make any other necessary adjustments;  provided, however, that if
such a conversion or exchange  cannot,  because of applicable Law be the same as
the  Option,  such terms  shall be as similar as  possible  and in no event less
advantageous to Grantee than the Option.

(b) In addition to any other  restrictions  or covenants,  Issuer agrees that it
shall not enter or agree to enter  into any  transaction  described  in  Section
5.2(a) unless the Acquiring  Corporation (as hereinafter defined) and any Person
that controls the Acquiring Corporation assume in writing all the obligations of
Issuer  hereunder  and agree for the  benefit  of  Grantee  to comply  with this
Article V.

(c) For purposes of this Section 5.2,  the term  "Acquiring  Corporation"  shall
mean (i) the continuing or surviving  Person of a  consolidation  or merger with
Issuer (if other than Issuer), (ii) Issuer in a consolidation or merger in which
Issuer  is the  continuing  or  surviving  or  acquiring  Person,  and (iii) the
transferee of all or substantially all of Issuer's assets.

          5.3 First Refusal.

          (a) If Grantee desires to sell, assign,  transfer or otherwise dispose
of all or any of the shares of Issuer Common Stock or other securities  acquired
by it pursuant to the exercise of the Option, it will give Issuer written notice
of the proposed transaction (the "Offeror's  Notice"),  identifying the proposed
transferee,  the  proposed  purchase  price  and  the  terms  of  such  proposed
transaction.  For ten business  days  following  receipt of such notice,  Issuer
shall have the option to elect by written  notice to purchase  all, but not less
than all, of the Issuer Common Stock or other securities  specified in Offeror's
Notice at the price and upon the terms set froth in such notice.

          (b) The closing of any  repurchase of Option  Shares  pursuant to this
Section 5.3 shall take place  within ten business  days of Issuer's  election to
purchase such Option Shares. On such closing date, Issuer shall pay the purchase
price to Grantee in immediately  available  funds,  and Grantee shall  thereupon
surrender to Issuer the  certificate  or  certificates  evidencing the shares of
Issuer Common Stock or other  securities  repurchased by the Issuer  pursuant to
this Section 5.3.

          (c) If Issuer does not elect to purchase  the shares of Issuer  Common
Stock or other  securities  designated  in the  Offeror's  Notice,  Grantee may,
within 60 days from the date of the Offeror's Notice, sell such shares of Issuer
Common Stock or other securities to the proposed  transferee at no less than the
price specified and on terms not more favorable to the transferee than those set
forth in the Offeror's Notice;  provided,  however,  that the provisions of this
Section  5.3(c) will not limit the rights  Grantee many otherwise have if Issuer
has elected to purchase such shares of Issuer  Common Stock or other  securities
and wrongfully refuses to complete such purchase.

          (d) The  requirements  of this  Section  5.3 will not apply to (i) any
sale, assignment,  transfer or disposition to an affiliate of Grantee; provided,
however,  that such affiliate  agrees to be bound by the terms hereof,  (ii) any
sale,  assignment,  transfer or  disposition  as a result of which the  proposed
transferee  would own  beneficially  not more than 5% of the outstanding  voting
power of the Issuer,  or (iii) any sales or transfers by Grantee in a registered
underwritten offering.

                                   ARTICLE VI

                                  MISCELLANEOUS

          6.1 Total Profit.

          (a) Notwithstanding any other provision of this Agreement, in no event
shall Grantee's Total Profit (as hereinafter  defined) plus any termination fees
paid by Issuer  pursuant to Section 7.3(b) of the Merger  Agreement  (such fees,
collectively,  the "Total  Issuer  Fees") exceed in the aggregate an amount (the
"Limitation  Amount") equal to $75,000,000,  and, if the total amount that would
otherwise be received by Grantee otherwise would exceed such amount, Grantee, at
its sole election, shall either (i) reduce the number of shares of Issuer Common
Stock  subject to this Option,  (ii) deliver to Issuer for  cancellation  Option
Shares  previously  purchased by Grantee,  (iii) reduce the amount of the Option
Repurchase Price or the Option Share Repurchase  Price, (iv) pay cash to Issuer,
or (v) any  combination  thereof,  so that  Grantee's  actually  realized  Total
Profit, when aggregated with the Total Issuer Fees so paid to Grantee, shall not
exceed the Limitation Amount after taking into account the foregoing actions.

          (b) Notwithstanding any other provision of this Agreement,  the Option
may not be exercised for a number of Option  Shares as would,  as of the date of
exercise,  result in a Notional Total Profit (as defined below) which,  together
with the Total  Issuer  Fees  theretofore  paid to  Grantee,  would  exceed  the
Limitation  Amount;  provided,  however,  that  nothing in this  sentence  shall
restrict any exercise of the Option permitted hereby on any subsequent date.

          (c) As used herein,  the term "Total  Profit" shall mean the aggregate
amount  (before  taxes) of the  following:  (i) the amount  received  by Grantee
pursuant to Issuer's  repurchase of the Option (or any portion thereof) pursuant
to Section  5.1,  (ii) (x) the amount  received by Grantee  pursuant to Issuer's
repurchase or purchase of Option Shares  pursuant to Section 5.1 or Section 5.3,
as the case may be, less (y) Grantee's  purchase  price for such Option  Shares,
and (iii) (x) the net cash  amounts  or the fair  market  value of any  property
received by Grantee  pursuant to any  consummated  arm's-length  sales of Option
Shares (or any other  securities  into which such Option Shares are converted or
exchanged) to any unaffiliated  party, less (y) Grantee's purchase price of such
Option Shares.

          (d) As used herein,  the term "Notional  Total Profit" with respect to
any number of Option  Shares as to which  Grantee may  propose to  exercise  the
Option  shall be the Total  Profit  determined  as of the date of such  proposal
assuming  that the Option was  exercised  on such date for such number of Option
Shares and  assuming  that such Option  Shares,  together  with all other Option
Shares held by Grantee and its affiliates as of such date, were sold for cash at
the closing market price (less customary  brokerage  commissions)  for shares of
Issuer Common Stock on the preceding  trading day on the NASDAQ  National Market
System (or on any other  nationally  recognized  exchange  or trading  system on
which shares of Issuer Common Stock are then so listed or traded).

          6.2 Further Assurances; Listing.

          (a) From  time to time,  at the  other  party's  request  and  without
further  consideration,  each  party  hereto  shall  execute  and  deliver  such
additional  documents  and take all such  further  action as may be necessary or
desirable  to  consummate  the  transactions  contemplated  by  this  Agreement,
including,  without  limitation,  to vest in Grantee good and marketable  title,
free and clear of all Liens, to any Option Shares  purchased  hereunder.  Issuer
agrees not to avoid or seek to avoid  (whether by charter  amendment  or through
reorganization,  consolidation,  merger,  issuance of rights or securities,  the
Company Rights Agreement or similar agreement, dissolution or sale of assets, or
by  any  other  voluntary  act)  the  observance  or  performance  of any of the
covenants, agreements or conditions to be observed or performed hereunder by it.

          (b) If the Issuer Common Stock or any other  securities to be acquired
upon  exercise of the Option are then listed on the NYSE (or any other  national
securities  exchange or trading  system),  Issuer,  upon the request of Grantee,
will promptly file an  application  to list the shares of Issuer Common Stock or
such other  securities  to be acquired  upon  exercise of the Option on the NYSE
(and any other  national  securities  exchange  or trading  system) and will use
reasonable  best  efforts to obtain  approval  of such  listing as  promptly  as
practicable.

          6.3 Division of Option;  Lost Options.  The Agreement  (and the Option
granted hereby) are  exchangeable,  without  expense,  at the option of Grantee,
upon  presentation  and surrender of this  Agreement at the principal  office of
Issuer,  for other agreements  providing for Options of different  denominations
entitling  Grantee  to  purchase,  on the same  terms  and  subject  to the same
conditions as are set forth  herein,  in the aggregate the same number of Option
Shares  purchasable  hereunder.  Upon  receipt by Issuer of evidence  reasonably
satisfactory  to it of the loss,  theft or  destruction  or  mutilation  of this
Agreement,  and (in the  case of  loss,  theft  or  destruction)  of  reasonably
satisfactory  indemnification,  and  upon  surrender  and  cancellation  of this
Agreement, if mutilated, Issuer will execute and deliver a new agreement of like
tenor and date.

          6.4  Amendment.  This  Agreement  may  not  be  amended  except  by an
instrument in writing signed on behalf of each of the parties hereto.

          6.5 Notices. All notices and other  communications  hereunder shall be
in  writing  and  shall be deemed  duly  given  (a) on the date of  delivery  if
delivered  personally,  or by telecopy or  telefacsimile,  upon  confirmation of
receipt,  (b) on the  first  Business  Day  following  the date of  dispatch  if
delivered by a recognized next-day courier service, or (c) on the tenth Business
Day following the date of mailing if delivered by registered or certified  mail,
return  receipt  requested,  postage  prepaid.  All notices  hereunder  shall be
delivered as set forth below,  or pursuant to such other  instructions as may be
designated in writing by the party to receive such notice:

                  (a)      if to Grantee to:

                           Maxim Integrated Products
                           120 San Gabriel Drive
                           Sunnyvale, California 94086
                           Fax: (408) 331-1212
                           Attention: Chief Financial Officer

                           with a copy to:

                           Simpson Thacher & Bartlett
                           3330 Hillview Avenue
                           Palo Alto, California  94304
                           Fax:  (650) 251-5002
                           Attention: Richard Capelouto, Esq.

                  (b)      if to Issuer to:

                           Dallas Semiconductor Corporation
                           4401 South Beltwood Parkway
                           Dallas, Texas  75244-3292
                           Fax:   (972) 371-4319
                           Attention: Chao C. Mai, President

                           with a copy to:

                           Jenkens & Gilchrist
                           1445 Ross Avenue, Suite 3200
                           Dallas, Texas 75202
                           Fax:  (214) 855-4300
                           Attention:  Ronald J. Frappier, Esq.
                                       Gregory J. Schmitt, Esq.

          6.6  Interpretation.  When a reference  is made in this  Agreement  to
Articles, Sections, Exhibits or Schedules, such reference shall be to an Article
or  Section  of or  Exhibit  or  Schedule  to this  Agreement  unless  otherwise
indicated.  The headings  contained in this Agreement are for reference purposes
only and  shall not  affect in any way the  meaning  or  interpretation  of this
Agreement.  Whenever the words "include,"  "includes" or "including" are used in
this  Agreement,  they  shall be deemed  to be  followed  by the words  "without
limitation."

          6.7  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts,  all of which shall be considered  one and the same  agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and  delivered to the other  party,  it being  understood  that both
parties need not sign the same counterpart.

          6.8 Entire Agreement; No Third Party Beneficiaries.

          (a) This Agreement and the other agreements of the parties referred to
herein  constitute the entire  agreement and supersede all prior  agreements and
understandings,  both  written and oral,  among the parties  with respect to the
subject matter hereof.

          (b) This  Agreement  shall be  binding  upon and  inure  solely to the
benefit of each party hereto, and nothing in this Agreement, express or implied,
is  intended  to or shall  confer  upon any other  Person any right,  benefit or
remedy of any nature whatsoever under or by reason of this Agreement.

          6.9 Governing Law. This  Agreement  shall be governed and construed in
accordance  with  the laws of the  State of  Delaware  applicable  to  contracts
executed and to be performed entirely within that State.

          6.10 Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any law or public policy, all
other terms and provisions of this Agreement shall  nevertheless  remain in full
force and effect so long as the economic or legal substance of the  transactions
contemplated  hereby is not  affected  in any manner  materially  adverse to any
party.  Upon such  determination  that any term or other  provision  is invalid,
illegal or incapable of being  enforced,  the parties hereto shall  negotiate in
good faith to modify this  Agreement so as to effect the original  intent of the
parties  as  closely  as  possible  in an  acceptable  manner in order  that the
transactions  contemplated hereby are consummated as originally  contemplated to
the greatest extent possible.

          6.11  Assignment.  Neither  this  Agreement  nor  any of  the  rights,
interests  or  obligations  hereunder  shall be  assigned  by any of the parties
hereto, in whole or in part (whether by operation of law or otherwise),  without
the prior written  consent of the other party,  and any attempt to make any such
assignment without such consent shall be null and void. Subject to the preceding
sentence,  this Agreement  will be binding upon,  inure to the benefit of and be
enforceable by the parties and their respective successors and assigns.

          6.12 Submission to Jurisdiction;  Waivers.  Each of Grantee and Issuer
irrevocably  agrees that any legal  action or  proceeding  with  respect to this
Agreement or for  recognition  and enforcement of any judgment in respect hereof
brought by the other party  hereto or its  successors  or assigns may be brought
and  determined  in the Chancery or other  Courts of the State of Delaware,  and
each of Grantee and Issuer  hereby  irrevocably  submits with regard to any such
action or proceeding  for itself and in respect to its  property,  generally and
unconditionally,  to the nonexclusive jurisdiction of the aforesaid courts. Each
of Grantee and Issuer hereby  irrevocably  waives,  and agrees not to assert, by
way of  motion,  as a  defense,  counterclaim  or  otherwise,  in any  action or
proceeding  with  respect  to  this  Agreement,  (a)  any  claim  that it is not
personally  subject to the jurisdiction of the above-named courts for any reason
other than the failure to lawfully serve process, (b) that it or its property is
exempt or immune from  jurisdiction  of any such court or from any legal process
commenced in such courts (whether through service of notice, attachment prior to
judgment,  attachment in aid of execution of judgment,  execution of judgment or
otherwise),  (c) to the fullest extent permitted by applicable law, that (i) the
suit,  action or  proceeding  in any such court is  brought  in an  inconvenient
forum, (ii) the venue of such suit, action or proceeding is improper,  and (iii)
this Agreement,  or the subject matter hereof, may not be enforced in or by such
courts, and (d) any right to a trial by jury.

          6.13  Enforcement.  The parties  agree that  irreparable  damage would
occur  in the  event  that  any of the  provisions  of this  Agreement  were not
performed in accordance with their specific terms. It is accordingly agreed that
the parties shall be entitled to specific  performance of the terms hereof, this
being in  addition to any other  remedy to which they are  entitled at law or in
equity.

          6.14 Failure or Indulgence Not Waiver; Remedies Cumulative. No failure
or delay on the part of any party hereto in the exercise of any right  hereunder
will impair such right or be  construed to be a waiver of, or  acquiescence  in,
any breach of any  representation,  warranty or agreement  herein,  nor will any
single or partial  exercise of any such right preclude other or further exercise
thereof  or of any other  right.  All rights and  remedies  existing  under this
Agreement  are  cumulative  to, and not  exclusive to, and not exclusive of, any
rights or remedies otherwise available.


<PAGE>


          IN WITNESS  WHEREOF,  Grantee and Issuer have caused this Stock Option
Agreement to be duly executed as of the date first above written.

GRANTEE:                                    MAXIM INTEGRATED PRODUCTS, INC.


                                            By:  /s/ John F. Gifford
                                               --------------------------------
                                               Name:    John F. Gifford
                                               Title:   President

ISSUER:                                     DALLAS SEMICONDUCTOR CORPORATION


                                            By:  /s/ Chao C. Mai
                                               --------------------------------
                                               Name:    Chao C. Mai
                                               Title:   President