ANALOG DEVICES, INC. AMENDED AND RESTATED DEFERRED COMPENSATION PLAN

EXHIBIT 10.1

ANALOG DEVICES, INC.

AMENDED AND RESTATED DEFERRED COMPENSATION PLAN

Effective as of January 1, 2009

ANALOG DEVICES, INC.

DEFERRED COMPENSATION PLAN

Table of Contents

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 was amended and restated on February 3, 2005. The Plan is now amended and restated effective January 1, 2009, except as otherwise expressly provided, to set forth the terms under which it will operate in compliance with Section 409A of the Internal Revenue Code and the regulations thereunder.

      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 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.

ARTICLE II

Definitions

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

      2.1 Account.

“Account” means an account containing the sum of a Participant’s Deferral Account and Company Contribution Account, any account maintained for any TIP Restoration Plan Participant as provided for in the Administrative Procedures, or any Special Account established under this Plan.

“Administrative Procedures” means the detailed terms governing the operation of the Plan as adopted by the Board and modified from time to time as provided under the terms of said Administrative Procedures, any such modifications to conform in their terms and operation with Section 409A.

      2.3 Annual Bonus.

“Annual Bonus” means the bonus earned by a Participant during a Plan Year (or during that Plan Year and a future Plan Year) under the Company’s regular fiscal year bonus plan, prior to taking into account any Deferral Election under this Plan for such Plan Year(s).

      2.4 Base Salary.

“Base Salary” means the salary earned by a Participant during a Plan Year, prior to taking into account any Deferral Election under this Plan for such Plan Year.

      2.5 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.

      2.6 Board.

“Board” means the Board of Directors of the Company.

      2.7 Change in Control.

“Change in Control” means each event that would qualify as a Change in Control Event of the Company in accordance with the definition set forth on Schedule A.

      2.8 Code.

“Code” means the Internal Revenue Code of 1986, as amended.

      2.9 Commissions.

“Commissions” means sales commissions payable to a Participant during a Plan Year in accordance with Treasury Regulation Section 1.409A-2(a)(12), prior to taking into account any Deferral Election under the Plan for such Plan Year.

      2.10 Committee.

“Committee” has the meaning set forth in Section 8.1.

      2.11 Compensation.

“Compensation” means the Base Salary, Annual Bonus and Commissions earned by an Eligible Employee for each Plan Year or the fees earned by any non-employee Board member in each

Plan Year or Other Bonus as defined herein. However, the Deferral Election shall be adjusted, only to the extent necessary, for amounts needed: (a) for the payment of required tax withholding, subject to Section 4.2, (b) as pre-tax contributions under the TIP which are not in excess of the limits under said plan consistent with the provisions of Treasury Regulation Section 1.409A-2(a)(9)(iii), (c) as contributions under the Company’s so-called “cafeteria plan” qualified under Section 125 of the Code and in accordance with the provisions of said Section and Treasury Regulation Section 1.409A-2(a)(10), and (d) as payments elected by the Eligible Employee or otherwise in effect, prior to the beginning of any Plan Year.

      2.12 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.

      2.13 Company Contribution Amount.

“Company Contribution Amount” means the amount credited to a Participant’s Company Contribution Account under Section 4.2.

      2.14 Company.

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

      2.15 Deferral Account.

“Deferral Account” means the Account maintained on the books of the Employer for the purpose of accounting for each Participant’s Deferral Election under the Plan and for the investment return credited to the Account pursuant to Article V.

      2.16 Deferral Benefit.

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

      2.17 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 or in accordance with Treasury Regulation Section 1.409A-2(a)(b).

      2.18 Disability.

     “Disability” means Disability as defined in Section 409A and set forth on Schedule A.

      2.19 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.

      2.20 Employer.

“Employer” means, with respect to a Participant, the Company or the Selected Affiliate which pays such Participant’s Compensation.

      2.21 Investment Return Rate.

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

      2.22 Other Bonus.

“Other Bonus” means any Participant bonus other than the Annual Bonus earned by a Participant with respect to which a Deferral Election is made under this Plan.

      2.23 Participant.

“Participant” means any Eligible Employee who elects to participate by completing a Participation Election or a TIP Restoration Plan Participant whose Accounts have not been completely distributed.

      2.24 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.

      2.25 Plan.

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

      2.26 Plan Year.

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

      2.27 Recordkeeper.

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

      2.28 Retirement.

“Retirement” means the separation from service of a Participant who has reached age 62 and completed (i) 10 years of vesting service under the Company’s TIP as an employee, or, (ii) 10 years of service from the date of initial election as a non-employee member of the Board.

      2.29 Section 409A.

“Section 409A” means Section 409A of the Code and the regulations issued thereunder, as modified from time to time.

      2.30 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.

      2.31 Special Account.

“Special Account” means any Account established for an Eligible Employee under the Plan in accordance with the terms of an individual agreement which, except to the extent otherwise provided in such individual agreement, shall be subject to the terms of this Plan.

      2.32 TIP.

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

      2.33 Unforeseeable Emergency.

“Unforeseeable Emergency” has the meaning set forth in Section 6.3.

      2.34 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 last business day of the Plan Year and any other date determined under 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, the Committee shall identify Eligible Employees in accordance with the Administrative Procedures.

      3.2 Participation.

Participation in the Plan shall be limited to Eligible Employees who complete a Participation Election or TIP Restoration Plan Participants under the Administrative Procedures or Eligible Employees with Special Accounts.

      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.

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 or components of such Compensation in accordance with 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 first from that portion of the Participant’s Compensation which is not credited to the Deferral Account or any other amounts paid to the Participant to the extent feasible.

Effective with respect to any deferrals made after January 1, 2007, for each deferral of Compensation following the completion by the Participant of one Year of Service, as defined in TIP, the Company shall credit the Company Contribution Account of each Participant, other than a non-employee Director, with an amount equal to (a) 8% of the amount of Compensation deferred or (b) if the Participant has elected to defer 100% of his or her Base Salary, 8% of such Base Salary. For purposes of this paragraph, Compensation shall exclude deferrals of a Participant’s Annual or Other Bonus or fees of non-employee directors but include Base Salary and 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 or amounts

credited to a Special Account since the immediately preceding Valuation Date, plus the net 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 and any other Account established under the Plan 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 value 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; provided that it shall be considered 100% vested on the date any payments are made in accordance w