exv10w41







EXHIBIT 10.41




SECOND AMENDMENT TO TRUST AGREEMENT BETWEEN

FIDELITY MANAGEMENT TRUST COMPANY AND

ANALOG DEVICES, INC.




     THIS SECOND AMENDMENT, dated and effective as of the tenth day of December, 2007, unless
otherwise set forth herein, by and between Fidelity Management Trust Company (the “Trustee”) and
Analog Devices, Inc. (the “Sponsor”);



WITNESSETH:




     WHEREAS, the Trustee and the Sponsor heretofore entered into a Trust Agreement dated October
1, 2003 with regard to the Analog Devices, Inc. Deferred Compensation Plan (the “Plan”); and



     WHEREAS, the Trustee and the Sponsor now desire to amend said Trust Agreement as provided for
in Section 14 thereof;



     WHEREAS, the Sponsor hereby directs the Trustee, in accordance with Section 8(b) of the Trust
Agreement, to redirect all participant contributions directed to the below-mentioned Funds after
December 7, 2007 to be invested in the corresponding Funds; and to permit no further investments in
the below-mentioned Funds as investment options for the Plan after December 7, 2007. The parties
hereto agree that the Trustee shall have no discretionary authority with respect to this sale and
transfer directed by the Sponsor. Any variation from the procedure described herein may be
instituted only at the express written direction of the Sponsor; and



	 	 	 
	Closing
Funds (“Below-mentioned Funds”)	 	Mapping
To (“Corresponding Funds”)
	Fidelity Growth & Income Portfolio

	 	Spartan® U.S. Equity Index Fund
	 
	 	 
	Fidelity Magellan Fund

	 	Spartan® U.S. Equity Index Fund
	 
	 	 
	Fidelity OTC Portfolio

	 	Fidelity Growth Company Fund
	 
	 	 
	Ariel Appreciation Fund- Investor Class

	 	Hotchkiss and Wiley Mid-Cap Value Fund- Class I
	 
	 	 
	Merrill Lynch Semiconductor Holder Fund

	 	Spartan® U.S. Equity Index Fund
	 
	 	 
	Templeton Foreign Fund- Class A

	 	Spartan® International Index Fund






 









 






     NOW THEREFORE, in consideration of the above premises, the Trustee and the Sponsor hereby
amend the Trust Agreement by:




	 	(1)	 	Effective after the close of business (4:00 p.m. EST) on December 7, 2007,
amending the “investment options” section of Schedules “A” to delete the following:






	 	•	 	Fidelity Growth & Income Portfolio
	 
	 	•	 	Fidelity Magellan Fund
	 
	 	•	 	Fidelity OTC Portfolio
	 
	 	•	 	Ariel Appreciation Fund- Investor Class
	 
	 	•	 	Merrill Lynch Semiconductor Holder Fund
	 
	 	•	 	Templeton Foreign Fund- Class A






	 	(2)	 	Effective after the close of business (4:00 p.m. EST) on December 7, 2007,
amending the “investment options” section of Schedules “A” to add the following:






	 	•	 	Spartan® International Index Fund
	 
	 	•	 	Hotchkiss and Wiley Mid-Cap Value Fund- Class I
	 
	 	•	 	Vanguard Short-Term Bond Index Fund- SignalTM
	 
	 	•	 	Vanguard Small-Cap Index Fund- Institutional Shares





     IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Second Amendment to be
executed by their duly authorized officers effective as of the day and year first above written.
By signing below, the undersigned represent that they are authorized to execute this document on
behalf of the respective parties. Notwithstanding any contradictory provision of the Trust
Agreement, each party may rely without duty of inquiry on the foregoing representation.



	 	 	 	 	 	 	 	 	 	 	 
	ANALOG DEVICES, INC. COMPANY	 	 	 	FIDELITY MANAGEMENT TRUST	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Joseph E. McDonough
	 	11/30/09
	 	By:
	 	/s/ illegible	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Authorized Signatory
	 	Date
	 	 	 	Authorized Signatory
	 	Date







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