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EXHIBIT 4.6
ANALOG DEVICES, INC.
TRUST AGREEMENT
FOR
DEFERRED COMPENSATION PLAN
Amendment No. 2
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March 11, 1997
WHEREAS, Analog Devices, Inc. ("Analog") and Boatmens' Trust Company
("Trustee") entered into a Trust Agreement dated December 11, 1995 (the "Trust
Agreement") for the purpose, among others, to provide Analog with a source of
funds to assist it in the meeting of its liabilities under the Analog Devices,
Inc. Deferred Compensation Plan; and
WHEREAS, Analog and the Trustee wish to amend the Trust Agreement pursuant
to the power reserved by them to do so in Section 12(a) of the Trust Agreement.
NOW THEREFORE, the Trust Agreement is hereby amended by adding the
following sentence to the end of Section 5(a), effective as of March 11, 1997:
The Company shall have the right at any time, and from time to time in its
sole discretion, to substitute assets of equal fair market value for any asset
held by the Trust. This right is exercisable by the Company in a nonfiduciary
capacity without the approval or consent of any person in a fiduciary capacity.
EXECUTED as of the 11th day of March, 1997.
ANALOG DEVICES, INC. BOATMENS' TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Title: Treasurer Title: Vice President
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