DRAFT RESOLUTION

Global Warming - Emissions Reduction

2005 – Analog Devices, Inc.

WHEREAS three in four Americans acknowledge that global warming is a real problem requiring action, and a majority of Americans are optimistic that steps taken to reduce greenhouse gas emissions will benefit the US economy. (Program on International Policy Attitudes/ Knowledge Networks Report, June 25, 2004). In addition, the scientific community and the current administration's U.S. Climate Change Science Program concur that climate variability can profoundly influence social and natural environments, with impacts on industry that can be large and far-reaching.

WHEREAS "Corporate boards will be increasingly expected to evaluate potential risks associated with climate change. The frequently cited “Enron effect” will likely result in increased pressure on boards to evaluate potential costs and risks associated with mitigation either of carbon emissions or of the effects of actual climate changes." (Conference Board Executive Action Report, August 2004).

WHEREAS attorneys general from eight states have filed a lawsuit demanding five companies to reduce carbon dioxide emissions by 3 percent per year for the next decade, and we believe that all industries with unabated greenhouse gas emissions can face legal risk.

WHEREAS Allergan has not completed the questionnaire from the Carbon Disclosure Project, which represents 95 institutional investors and $10 trillion in assets. This presents a potential competitive disadvantage as other pharmaceutical companies have publicly disclosed GHG emission targets and reduction strategies.

WHEREAS the Russian government recently approved the Kyoto Protocol, making the emissions targets taken on for the 2008-2012 period by more than 30 developed countries, including those of the European Union (EU), Russia, Japan, Canada, New Zealand, Norway and Switzerland, legally binding.

WHEREAS Allergan has subsidiaries located in countries where GHG emission reduction plans are being developed, including: Canada, France, Germany, Italy, Japan, and the United Kingdom. Furthermore, Allergan has a manufacturing plant in Westport, Ireland, and Ireland is required, by Decision 2002/358/EC of the European Union, to limit greenhouse gas emissions in 2008-2012 to an average of 13% above base year emissions. (Ireland’s National Allocation Plan 2005 – 2007).

BE IT RESOLVED, that shareholders request that the company assess the feasibility of adopting and implementing greenhouse gas emission reduction targets across all U.S. and non-U.S. facilities, and report to shareholders (at reasonable cost and omitting proprietary information) by November 22, 2005.