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                                                                    EXHIBIT 10.1

                              ANALOG DEVICES, INC.

                 AMENDED AND RESTATED DEFERRED COMPENSATION PLAN

                         EFFECTIVE AS OF JANUARY 1, 2005

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                              ANALOG DEVICES, INC.

                           DEFERRED COMPENSATION PLAN

                                                               Table of Contents

<TABLE>
<S>                                                                                      <C>
ARTICLE I.......................................................................         5

INTRODUCTION....................................................................         5
      1.1       History.........................................................         5
      1.2       Statement of Purpose and Compliance with Law....................         5

ARTICLE II......................................................................         5

DEFINITIONS.....................................................................         5
      2.1       Account.........................................................         6
      2.2       Administrative Procedures.......................................         6
      2.3       Base Salary.....................................................         6
      2.4       Beneficiary.....................................................         6
      2.5       Board...........................................................         6
      2.6       Bonus...........................................................         6
      2.7       Change in Control...............................................         6
      2.8       Code............................................................         6
      2.9       Committee.......................................................         6
      2.10      Compensation....................................................         7
      2.11      Company Contribution Account....................................         7
      2.12      Company Contribution Amount.....................................         7
      2.13      Company.........................................................         7
      2.14      Deferral Account................................................         7
      2.15      Deferral Benefit................................................         7
      2.16      Deferral Election...............................................         7
      2.17      Disability......................................................         7
      2.18      Eligible Employee...............................................         7
      2.19      Employer........................................................         8
      2.20      Investment Return Rate..........................................         8
      2.21      Participant.....................................................         8
      2.22      Participation Election..........................................         8
      2.23      Plan............................................................         8
      2.24      Plan Year.......................................................         8
      2.25      Recordkeeper....................................................         8
      2.26      Retirement......................................................         8
      2.27      Section 409A....................................................         8
      2.28      Selected Affiliate..............................................         9
      2.29      TIP.............................................................         9
      2.30      TIP Eligible Earnings...........................................         9
      2.31      TIP Restoration Payment.........................................         9
      2.32      Unforseeable Emergency..........................................         9
      2.33      Valuation Date..................................................         9
</TABLE>

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<TABLE>
<S>                                                                                     <C>
ARTICLE III........................................................................      9

ELIGIBILITY AND PARTICIPATION......................................................      9
      3.1       Eligibility........................................................      9
      3.2       Participation......................................................     10
      3.3       Change in Participation Status.....................................     10
      3.4       Ineligible Participant.............................................     10

ARTICLE IV.........................................................................     10

DEFERRAL OF COMPENSATION...........................................................     10
      4.1       Amount of Deferral.................................................     10
      4.2       Crediting Deferred Compensation and Company Contribution Amounts...     10

ARTICLE V..........................................................................     11

BENEFIT ACCOUNTS...................................................................     11
      5.1       Valuation of Account...............................................     11
      5.2       Crediting of Investment Return.....................................     11
      5.3       Statement of Accounts..............................................     11
      5.4       Vesting of Account.................................................     11
      5.5       Investment Vehicles................................................     11

ARTICLE VI.........................................................................     12

PAYMENT OF BENEFITS................................................................     12
      6.1       Payment of Deferral Benefit........................................     12
      6.2       Payments to Beneficiaries..........................................     12
      6.3       Unforseeable Emergency.............................................     12
      6.4       Form of Payment....................................................     13
      6.5       Commencement of Payments...........................................     13
      6.6       Small Benefit......................................................     13
      6.7       Changes in Form of Benefit.........................................     13
      6.8       Special 2005 Distribution and Election Changes.....................     14

ARTICLE VII........................................................................     14

BENEFICIARY DESIGNATION............................................................     14
      7.1       Beneficiary Designation............................................     14
      7.2       Change of Beneficiary Designation..................................     14
      7.3       No Designation.....................................................     14
      7.4       Effect of Payment..................................................     15

ARTICLE VIII.......................................................................     15

ADMINISTRATION.....................................................................     15
      8.1       Committee..........................................................     15
      8.2       Agents.............................................................     15
      8.3       Binding Effect of Decisions........................................     15
      8.4       Indemnification of Committee.......................................     15

ARTICLE IX.........................................................................     15

AMENDMENT AND TERMINATION OF THE PLAN..............................................     15
</TABLE>

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<TABLE>
<S>                                                                                     <C>
      9.1       Amendment.......................................................        15
      9.2       Termination.....................................................        16

ARTICLE X.......................................................................        16

MISCELLANEOUS...................................................................        16
      10.1      Funding.........................................................        16
      10.2      Nonassignability................................................        16
      10.3      Legal Fees and Expenses.........................................        17
      10.4      Captions........................................................        17
      10.5      Governing Law...................................................        17
      10.6      Successors......................................................        17
      10.7      Right to Continued Service......................................        17
</TABLE>

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                                   ARTICLE I

INTRODUCTION

1.1   HISTORY

The Analog Devices, Inc. Deferred Compensation Plan (the "Plan") was established
by Analog Devices, Inc. (the "Company") effective December 1, 1995 and
thereafter amended from time to time. In accordance with the provisions of
Notice 2005-1 issued by the Internal Revenue Service this Plan is amended and
restated to permit certain withdrawals and changes in deferrals as set forth in
Section 6.9 and to conform the plan in its entirety to new Section 409A of the
Internal Revenue Code. This restatement of the Plan is adopted on February 3,
2005 and is effective as of January 1, 2005. The terms of this restatement are
applicable to all account balances maintained under the Plan as of January 1,
2005 as well as all contributions made after that date.

1.2   STATEMENT OF PURPOSE AND COMPLIANCE WITH LAW

The purpose of the Plan is to provide deferred compensation benefits to a select
group of management and highly compensated employees of the Company and the
Directors and to assist in attracting and retaining qualified individuals to
serve as officers and managers or Directors of the Company.

The Plan is intended to defer the recognition of taxable income by participants
until the distribution of amounts they have deferred or the Company has
contributed in accordance with the plan terms without the imposition of any
penalties. Therefore, the Plan is intended to comply with all applicable law
consistent with that intent, including new Section 409A of the Internal Revenue
Code of 1986, as amended and shall be operated and interpreted in accordance
with this intention and any action or failure to act which is determined to be
inconsistent with Section 409A shall be corrected as soon as possible in order
to comply with such Section 409A. To the extent of any inconsistency between
this Plan and Section 409A, Section 409A shall govern and control.

This Plan may be further amended (the "Modifications") to comply with the terms
of Section 409A (and any other applicable law). The Plan terms and its
interpretation and administration, shall be modified from time to time (whether
or not formal amendments have yet been adopted to the plan terms) to the extent
necessary in order to comply with Section 409A. In addition, Modifications made
to the plan terms may include any elective provisions permitted under applicable
law to the extent set forth in such Modifications.

                                   ARTICLE II

DEFINITIONS

When used in this Plan and initially capitalized, the following words and
phrases shall have the meanings indicated:

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2.1   ACCOUNT.

"Account" means the sum of a Participant's Deferral Account and Company
Contribution Account.

2.2   ADMINISTRATIVE PROCEDURES

"Administrative Procedures" means the detailed terms governing the operation of
the Plan which are to be adopted and may thereafter be modified from time to
time by the Committee and which shall conform in their terms and operation with
Section 409A.

2.3   BASE SALARY.

"Base Salary" means a Participant's base earnings earned by an Eligible Employee
without regard to any increases or decreases in base earnings as a result of (i)
an election to defer base earnings under this Plan or (ii) an election between
benefits or cash provided under any Plan of an Employer maintained pursuant to
Section 125 or 401(k) of the Code, and as limited in the Administrative
Procedures.

2.4   BENEFICIARY.

"Beneficiary" means the person or persons designated or deemed to be designated
by the Participant pursuant to Article VII to receive benefits payable under the
Plan in the event of the Participant's death.

2.5   BOARD.

"Board" means the Board of Directors of the Company.

2.6   BONUS.

"Bonus" means a Participant's bonus or sales commission earned by an Eligible
Employee under the plans identified in the Administrative Procedures and to the
degree limited therein, without regard to any decreases as a result of (i) an
election to defer all or any portion of a bonus under this Plan or (ii) an
election between benefits or cash provided under any plan of the Employer
maintained pursuant to Section 401(k) of the Code.

2.7   CHANGE IN CONTROL.

"Change in Control" means a Change in Control Event as defined in Internal
Revenue Service Notice 2005-1, as modified from time to time.

2.8   CODE.

"Code" means the Internal Revenue Code of 1986, as amended.

2.9   COMMITTEE.

"Committee" has the meaning set forth in Section 8.1.

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2.10  COMPENSATION.

"Compensation" means the Base Salary and Bonus earned by an Eligible Employee
for each Plan Year or the fees earned by any non-employee Board member in each
Plan Year.

2.11  COMPANY CONTRIBUTION ACCOUNT.

"Company Contribution Account" means the account maintained on the books of the
Employer for the purpose of accounting for the Company Contribution Amount and
the investment return credited to such Account pursuant to Article V.

2.12  COMPANY CONTRIBUTION AMOUNT.

"Company Contribution Amount" means the amount credited to a Participant's
Company Contribution Account under Section 4.2.

2.13  COMPANY.

"Company" means Analog Devices, Inc. (Analog) and any successor thereto.

2.14  DEFERRAL ACCOUNT.

"Deferral Account" means the account maintained on the books of the Employer for
the purpose of accounting for the amount of Compensation that each Participant
elects to defer under the Plan and for the amount of investment return credited
thereto for each Participant pursuant to Article V.

2.15  DEFERRAL BENEFIT.

"Deferral Benefit" means the benefit payable to a Participant or his or her
Beneficiary pursuant to Article VI.

2.16  DEFERRAL ELECTION.

"Deferral Election" means the election made by a Participant to defer
Compensation pursuant to Article IV which will be made in accordance with the
Administrative Procedures.

2.17  DISABILITY.

"Disability" means Disability as defined in Section 409A.

2.18  ELIGIBLE EMPLOYEE.

"Eligible Employee" means (i) a highly compensated or management employee of the
Company who is designated by the Committee in accordance with Section 3.1 as
eligible to participate in the Plan, or (ii) any non-employee member of the
Board serving from time to time.

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2.19  EMPLOYER.

"Employer" means, with respect to a Participant, the Company or the Selected
Affiliate which pays such Participant's Compensation.

2.20  INVESTMENT RETURN RATE.

"Investment Return Rate" means the rate credited on Accounts in accordance with
the Administrative Procedures.

2.21  PARTICIPANT.

"Participant" means any Eligible Employee who elects to participate by filing a
Participation Election or who is automatically enrolled as provided in Section
3.2.

2.22  PARTICIPATION ELECTION.

"Participation Election" means the Participant's election, in whatever manner is
prescribed in the Administrative Procedures, to make Deferral Elections under
the Plan.

2.23  PLAN.

"Plan" means the Analog Devices, Inc. Amended and Restated Deferred Compensation
Plan, as amended from time to time.

2.24  PLAN YEAR.

"Plan Year" means a twelve-month period commencing January 1 and ending the
following December 31.

2.25  RECORDKEEPER

"Recordkeeper" means the organization which is responsible for maintaining the
records of the Plan from time to time.

2.26  RETIREMENT

"Retirement" means the separation from service of a Participant who has reached
age 62 and completed 10 years of vesting service under the Company's TIP as an
employee, or, 10 years of service as a non-employee member of the Board.

2.27  SECTION 409A

"Section 409A" means Section 409A of the Code and all other applicable statutes
and the regulations, notices and other guidance issued and modified from time to
time by state and federal agencies with respect to such laws.

                                       8
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2.28  SELECTED AFFILIATE.

"Selected Affiliate" means (1) any entity in an unbroken chain of companies
beginning with the Company if each of the companies other than the last company
in the chain owns or controls, directly or indirectly, stock possessing not less
than 50 percent of the total combined voting power of all classes of stock in
one of the other companies, or (2) any partnership or joint venture in which one
or more of such companies is a partner or venturer, each of which shall be
selected by the Committee.

2.29  TIP.

"TIP" means, with respect to a Participant, the Analog Devices, Inc. "The
Investment Partnership", a qualified retirement plan under Section 401(a) and
401(k) of the Code, or its successor, or as it may be amended from time to time

2.30  TIP ELIGIBLE EARNINGS.

"TIP Eligible Earnings" means Base Salary and sales commissions paid to the
Participant in a Plan Year.

2.31  TIP RESTORATION PAYMENT.

"TIP Restoration Payment" means the Company Contribution Amount credited to a
Participant's Company Contribution Account each Plan Year in order to allow a
Participant to receive the total Company contributions with respect to their TIP
Eligible Wages (as defined in the TIP) as they would otherwise have received
under the TIP if the limitation imposed by Section 401(a)(17) of the Code did
not exist.

2.32  UNFORSEEABLE EMERGENCY

"Unforseeable Emergency" has the meaning set forth in Section 6.4.

2.33  VALUATION DATE.

"Valuation Date" means a date on which the Participant's Account is valued as
provided in Article V. The Valuation Date shall be the end of the Plan Year and
any other date determined in the Administrative Procedures

                                  ARTICLE III

ELIGIBILITY AND PARTICIPATION

3.1   ELIGIBILITY.

Eligibility to participate in the Plan is limited to Eligible Employees. From
time to time, and subject to Section 3.4, the Committee shall identify Eligible
Employees in accordance with the Administrative Procedures.

                                       9
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3.2   PARTICIPATION.

Participation in the Plan shall be limited to Eligible Employees who complete a
Participation Election in accordance with the Administrative Procedures, or who
are automatically enrolled as Participants in accordance with the Administrative
Procedures to receive the TIP Restoration Payment.

3.3   CHANGE IN PARTICIPATION STATUS

A Participant may change a Participant election or terminate his or her
participation in the Plan only in accordance with the Administrative Procedures.

3.4   INELIGIBLE PARTICIPANT

Notwithstanding any other provisions of this Plan to the contrary, if the
Committee determines that any Participant may not qualify as a "management or
highly compensated employee" within the meaning of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or regulations thereunder,
the Committee may determine, in its sole discretion, that such Participant shall
cease to be eligible to participate in this Plan. Upon such determination and to
the extent permitted by Section 409A, the Employer shall make a lump sum payment
to the Participant equal to the vested amount credited to his Account as soon as
administratively practicable. Upon such payment, no benefit shall thereafter be
payable under this Plan either to the Participant or any Beneficiary of the
Participant, and all of the Participant's elections as to the time and manner of
payment of his Account will be deemed to be canceled.

                                   ARTICLE IV

DEFERRAL OF COMPENSATION

4.1   AMOUNT OF DEFERRAL.

With respect to each Plan Year, a Participant may make Deferral Elections of a
specified percentage of his or her Compensation in accordance with the
Administrative Procedures. Deferral Elections in effect prior to the effective
date of this amendment and restatement shall remain in effect unless modified to
the extent and in the manner permitted under the Administrative Procedures.

4.2   CREDITING DEFERRED COMPENSATION AND COMPANY CONTRIBUTION AMOUNTS.

The amount of Compensation subject to a Deferral Election under Section 4.1
shall be credited by the Employer to the Participant's Deferral Account
periodically, the frequency of which will be determined in accordance with the
Administrative Procedures. To the extent that the Employer is required to
withhold any taxes or other amounts from a Participant's deferred Compensation
pursuant to any state, federal or local law, such amounts shall be withheld from
the Participant's compensation before such amounts are credited.

For each deferral of Compensation, the Company shall credit the Company
Contribution Account of each Participant, other than a non-employee Director,
with an amount equal to (a)

                                       10
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7% of the amount of Compensation deferred or (b) if the Participant has elected
to defer 100% of his or her Compensation, 7% of the total Compensation. Each
Plan Year the Company shall make a TIP Restoration Payment to each Participant
who is entitled to such amounts as described herein. The TIP Restoration Payment
will be credited to the Participants Company Contribution Accounts in accordance
with the Administrative Procedures. For purposes of this paragraph, Compensation
shall exclude Company bonus but shall include sales commissions

                                   ARTICLE V

BENEFIT ACCOUNTS

5.1   VALUATION OF ACCOUNT.

As of each Valuation Date, a Participant's Account shall consist of the Account
balance as of the immediately preceding Valuation Date, plus any amounts
credited under Article IV since the immediately preceding Valuation Date, plus
investment return credited pursuant to Section 5.2 since the immediately
preceding Valuation Date, minus the aggregate amount of distributions, if any,
made from such Account since the immediately preceding Valuation Date.

5.2   CREDITING OF INVESTMENT RETURN.

As of each Valuation Date until all of a Participant's Account is distributed,
each Participant's Deferral Account and Company Contribution shall be credited
with the Investment Return Rate earned since the immediately preceding Valuation
Date as provided in the Administrative Procedures.

5.3   STATEMENT OF ACCOUNTS.

The Recordkeeper shall provide statements of account to Participants in
accordance with the Administrative Procedures.

5.4   VESTING OF ACCOUNT.

Except as provided in Sections 10.1 and 10.2, a Participant shall be 100% vested
in his or her Deferral Account at all times. A Participant's interest in his or
her Company Contribution Account shall be 100% vested as of a Change in Control
and on death or Disability. A Participant's interest in his or her Company
Contribution Account shall vest under the vesting schedule for the employer
basic contributions under TIP.

Any nonvested portion of a Participant's Company Contribution Account shall be
forfeited at separation from service. Forfeitures under the Plan shall not be
credited to other Participants.

5.5   INVESTMENT VEHICLES.

A Participant may elect, from time to time, to have his Account credited with an
Investment Return Rate as if it were invested in one or more investment vehicles
selected by the Committee and made available for such election in accordance
with the Administrative Procedures. The

                                       11
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Committee may also establish a deemed investment which shall apply if the
Participant makes no election.

                                   ARTICLE VI

PAYMENT OF BENEFITS

6.1   PAYMENT OF DEFERRAL BENEFIT

Upon the death, Disability, or Retirement of a Participant, the Employer shall
pay to the Participant or his Beneficiary a Deferral Benefit equal to the vested
balance of his or her Account determined pursuant to Article V, less applicable
withholding, based on his election in accordance with Section 6.4. The
distribution shall be subject to any waiting period required by Section 409A
with respect to Participants who are Key Employees as defined therein. Elections
with respect to such payment made under the Plan prior to the effective date of
this amendment and restatement shall continue in effect until changed in
accordance with the provisions of this Article VI and the Administrative
Procedures.

Upon a Change in Control or upon a Participant's separation from service for
reasons other than death, Disability, or Retirement, the Employer shall pay to
the Participant a Deferral Benefit in a lump sum equal to the vested balance of
his or her Account determined pursuant to Article V, less applicable
withholdings, as soon as administratively practicable; provided that such
distribution shall be subject to any waiting period required by Section 409A
with respect to Key Employees as defined therein.

6.2   PAYMENTS TO BENEFICIARIES.

In the event of the Participant's death prior to his or her receipt of his or
her entire vested Account, the vested balance shall be distributed to his or her
Beneficiary as determined under Article VII, in a lump sum; provided that if the
Participant was receiving installment distributions at the time of death, or had
made an installment election pursuant to Section 6.4 at least 12 months prior to
death, the Beneficiary will receive the annual installments at such times as
such installments would have become distributable to the Participant.

6.3   UNFORSEEABLE EMERGENCY

In the event that the Committee, upon request of a Participant, determines, that
the Participant has suffered an Unforeseeable Emergency the Employer shall
distribute to the Participant, as soon as practicable following such
determination, the amounts provided for under this Section 6.3. Such
distribution shall consist of an amount necessary to meet the emergency, plus
amounts necessary to pay taxes reasonably anticipated as a result of the
distribution after taking into account the extent to which such hardship is or
may be relieved through reimbursement or compensation by insurance or otherwise
or by liquidation of the participant's assets (to the extent the liquidation of
such assets would not itself cause severe financial hardship), but not exceeding
the aggregate balance of such Participant's Deferral Account as of the date of
such payment. The amount of the Deferral Benefit otherwise payable under the
Plan to such Participant shall be adjusted to reflect the early payment of the
Unforseeable Emergency. Any distribution under this Section 6.3 shall be made
only to the extent that it is in compliance with Section 409A.

                                       12
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6.4   FORM OF PAYMENT.

The Deferral Benefit payable pursuant to Section 6.1 on death, Disability or
Retirement, shall be paid in one of the following forms as further described in
the Administrative Procedures, as elected by the Participant. The Participant
shall elect the form of such distribution at the time he or she first completes
the Participation Election and such election shall apply to the entire amount of
the Participant's vested Account.

            (a) Installments; or,

            (b) A lump sum.

In the event a Participant fails to make a distribution election, his or her
vested Account Balance shall be distributed as a lump sum as soon as
administratively practicable after his or her separation from service, death or
Disability; subject to such waiting period as required by Section 409A with
respect to a Key Employee as defined therein.

6.5   COMMENCEMENT OF PAYMENTS.

Notwithstanding the foregoing, the distribution of a lump sum or the
commencement of installment payments under Sections 6.1 and 6.2 of the Plan
shall begin following an event which entitles a Participant (or a Beneficiary)
to payments under the Plan and the end of any waiting period required with
respect to such Participant as required by Section 409A.

6.6   SMALL BENEFIT.

In the event the Committee determines that the vested balance of a Participant's
Account is less than $10,000 at the time of commencement of payments, or the
portion of the vested balance of the Participant's Account payable to any
Beneficiary is less than $10,000 at the time of commencement of payments to such
Beneficiary, the Committee may inform the Employer and the Employer, will pay
the entire amount in the form of a lump sum payment, notwithstanding any
Participant election to the contrary.

6.7   CHANGES IN FORM OF BENEFIT

A Participant's election to change the form in which his or her benefit is to be
paid under Section 6.1 on death, Disability or Retirement, shall, to the extent
required by Section 409A, meet the following requirements:

      (a) the new election may not take effect until at least 12 months after
the date on which the election is made; and

      (b) in the case of an election related to a payment other than Disability
or death, the payment with respect to which such change is made must be deferred
for a period of not less than 5 years from the date such payment would otherwise
have been made.

                                       13
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6.8   SPECIAL 2005 DISTRIBUTION AND ELECTION CHANGES

To the extent and in the manner permitted under Section 409A, and at the
election of any Participant, the following distributions and election changes
may be made, in accordance with the Administrative Procedures:

      (a) All or any part of the Account may be withdrawn by any Participant
during calendar year 2005 subject to such procedures and limitations as imposed
by the Committee;

      (b) Any deferral election for Compensation in effect during 2005 may be
cancelled in whole or in part; and

      (c) With respect to a deferral which relates in whole or in part to
services performed on or before December 31, 2005, an election to defer receipt
of such Compensation under this Plan may be made on or before March 15, 2005
with respect to amounts that have not been paid or become payable at the time of
the election.

                                  ARTICLE VII

BENEFICIARY DESIGNATION

7.1   BENEFICIARY DESIGNATION.

Each Participant shall have the sole right, at any time, to designate any person
or persons as his Beneficiary to whom payment under the Plan shall be made in
the event of his or her death prior to complete distribution to the Participant
of his or her Account. All Beneficiary designations must be made in the manner
required by the Committee or the Recordkeeper. Any designation of a Beneficiary
in effect under the Plan prior to this amendment and restatement shall continue
in full force and effect until changed in accordance with the terms of this
Plan.

7.2   CHANGE OF BENEFICIARY DESIGNATION.

Any Beneficiary designation may be changed by a Participant by making a new
Beneficiary designation in the manner required by the Committee or the
Recordkeeper, which will cancel all Beneficiary designations previously filed.
The designation of a Beneficiary may be made or changed at any time without the
consent of any other person.

7.3   NO DESIGNATION.

If a Participant fails to designate a Beneficiary as provided above, or if all
designated Beneficiaries predecease the Participant, then the Participant's
designated Beneficiary shall be the Participant's Beneficiary under the terms of
the TIP.

                                       14
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7.4   EFFECT OF PAYMENT.

Payment to a Participant's Beneficiary shall completely discharge the Employer's
obligations under the Plan. The Beneficiary shall have no right to change or in
any way modify the manner in which the Participant's Account is being paid.

                                  ARTICLE VIII

ADMINISTRATION

8.1   COMMITTEE.

The Deferred Compensation Plan Committee shall be appointed by the Board and
consist of up to three members of the Board who are not Participants in the
Plan. The Committee shall have complete discretion to (i) supervise the
administration and operation of the Plan, (ii) adopt rules and procedures
governing the Plan from time to time, (iii) make interpretive rulings with
respect to the Plan terms and determine all questions of fact arising with
respect to the Plan terms and any Participant and (iv) to adopt and modify from
time to time the Administrative Procedures..

8.2   AGENTS.

The Committee may appoint an individual, who may be an employee of the Company,
to be the Committee's agent with respect to the day-to-day administration of the
Plan. In addition, the Committee may, from time to time, employ other agents and
delegate to them such administrative duties as it sees fit, and may from time to
time consult with counsel who may be counsel to the Company.

8.3   BINDING EFFECT OF DECISIONS.

Any decision or action of the Committee with respect to any question arising out
of or in connection with the administration, interpretation and application of
the Plan shall be final and binding upon all persons having any interest in the
Plan.

8.4   INDEMNIFICATION OF COMMITTEE.

The Company shall indemnify and hold harmless the members of the Committee and
their duly appointed agents under Section 8.2 against any and all claims, loss,
damage, expense or liability arising from any action or failure to act with
respect to the Plan, to the maximum extent permitted by law.

                                   ARTICLE IX

AMENDMENT AND TERMINATION OF THE PLAN

9.1   AMENDMENT.

The Board or the Committee, acting on behalf of the Company and of each Selected
Affiliate shall amend the terms of this Plan from time to time to comply with
Section 409A. In addition,

                                       15
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the Board or the Committee may, on behalf of the Company and of each Selected
Affiliate, amend, suspend or reinstate any or all of the provisions of the Plan,
including, without limitation, reduce or eliminate employer contributions or
Participant deferrals under the Plan; provided that any such amendment,
suspension or reinstatement which is inconsistent with Section 409A shall be
ineffective to the extent inconsistent with Section 409A. No amendment may
reduce the value of any Participant's Account at the end of the calendar year
prior to the date such amendment is adopted, except to the extent required for
conformance with Section 409A.

9.2   TERMINATION.

The Board or the Committee, acting on behalf of the Company and of each Selected
Affiliate, may terminate this Plan at any time and for any reason whatsoever to
the extent permitted by Section 409A. If the Plan is terminated under the
provisions of this Section 9.2 all vested Accounts shall be distributed in a
lump sum to the Participants or in such other manner as is permitted under
Section 409A. A termination of the Plan shall not reduce the value of a
Participant's Account, as it existed as of the day before the effective date of
such termination except to the extent distributed to the Participant or a
Beneficiary.

                                   ARTICLE X

MISCELLANEOUS

10.1  FUNDING.

Participants, their Beneficiaries, and their heirs, successors and assigns,
shall have no secured interest or claim in any property or assets of the
Employer. The Employer's obligation under the Plan shall be merely that of an
unfunded and unsecured promise of the Employer to pay money in the future.
Notwithstanding the foregoing, the Company has a related so-called `Rabbi Trust'
to hold funds to be used in payment of the obligations of Employers under the
Plan. In the event of a Change in Control or prior thereto, the Employers shall
fund such trust in an amount equal to not less than the total value of the
Participants' Accounts under the Plan as of the Valuation Date immediately
preceding the Change in Control; provided that any funds contained therein shall
be liable for the claims of the respective Employer's general creditors as
provided therein.

10.2  NONASSIGNABILITY.

No right or interest under the Plan of a Participant or his or her Beneficiary
(or any person claiming through or under any of them) shall be assignable or
transferable in any manner or be subject to alienation, anticipation, sale,
pledge, encumbrance or other legal process or in any manner be liable for or
subject to the debts or liabilities of any such Participant or Beneficiary. If
any Participant or Beneficiary shall attempt to or shall transfer, assign,
alienate, anticipate, sell, pledge or otherwise encumber his or her benefits
hereunder or any part thereof, or if by reason of his or her bankruptcy or other
event happening at any time such benefits would devolve upon anyone else or
would not be enjoyed by him or her, then the Committee, in its discretion, may
terminate his or her interest in any such benefit (including the Deferral
Account) to the extent the Committee considers necessary or advisable to prevent
or limit the effects of such occurrence. Termination shall be effected by filing
a written "termination declaration" with the Clerk of the

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Company and making reasonable efforts to deliver a copy to the Participant or
Beneficiary whose interest is adversely affected (the "terminated participant").

As long as the terminated participant is alive, any benefits affected by the
termination shall be retained by the Employer and, in the Committee's sole and
absolute judgment, may be paid to or expended for the benefit of the terminated
participant, his or her spouse, his or her children or any other person or
persons in fact dependent upon him or her in such a manner as the Committee
shall deem proper; provided that no such action shall result in any acceleration
of the payment of the Participant's Account. Upon the death of the terminated
participant, all benefits withheld from him or her and not paid to others in
accordance with the preceding sentence shall be disposed of according to the
provisions of the Plan that would apply if he or she died prior to the time that
all benefits to which he or she was entitled were paid to him or her.

10.3  LEGAL FEES AND EXPENSES.

If, after a Change in Control, (1) an Eligible Employee initiates or is required
to defend against a claim in court concerning the benefits intended to be
provided to such Eligible Employee under the Plan (the "Claim"); and (2) the
Eligible Employee prevails on the Claim, the Eligible Employee shall be entitled
to attorneys' fees and costs of the litigation.

10.4  CAPTIONS.

The captions contained herein are for convenience only and shall not control or
affect the meaning or construction hereof.

10.5  GOVERNING LAW.

The provisions of the Plan shall be construed and interpreted according to the
laws of the Commonwealth of Massachusetts. The Employee hereby irrevocably
submits to and acknowledges and recognizes the jurisdiction of a federal court
of the Commonwealth of Massachusetts without regard to conflict of law
provisions, or if jurisdiction is not appropriate in a federal court located in
Massachusetts, then a state court within the Commonwealth of Massachusetts
(which courts, for purposes of this Agreement, are the only courts of competent
jurisdiction) over any suit, action or other proceeding arising out of, under or
in connection with this Agreement or its subject matter.

10.6  SUCCESSORS.

The provisions of the Plan shall bind and inure to the benefit of the Company,
its Selected Affiliates, and their respective successors and assigns. The term
successors as used herein shall include any corporate or other business entity
which shall, whether by merger, consolidation, purchase or otherwise, acquire
all or substantially all of the business and assets of the Company or a Selected
Affiliate and successors of any such Company or other business entity.

10.7  RIGHT TO CONTINUED SERVICE.

Nothing contained herein shall be construed to confer upon any Eligible Employee
the right to continue to serve as an Eligible Employee of the Employer or in any
other capacity.

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