1
EXHIBIT 4.5
ANALOG DEVICES, INC.
TRUST AGREEMENT
FOR
DEFERRED COMPENSATION PLAN
Amendment No. 1
---------------
December 3, 1996
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 replacing the
first sentence of Section 5(a) with the following sentence, effective as of
December ____, 1996:
"The Trustee may invest in Common Stock issued by the
Company."
EXECUTED as of the 3rd day of December, 1996.
ANALOG DEVICES, INC. BOATMENS' TRUST COMPANY
By: By:
------------------------------ -----------------------------
Title: Title:
---------------------------- --------------------------
