(Shareholder Derivative Action)

STIPULATION AND [PROPOSED] ORDER FOR VOLUNTARY DISMISSAL OF CONSOLIDATED SHAREHOLDER DERIVATIVE ACTION WITH PREJUDICE AND ORDER THEREON

MAXINE CHESNEY, District Judge.

WHEREAS, on May 18, 2006, two shareholder derivative actions were filed in the United States District Court for the Northern District of California, which actions were consolidated under the caption In re Linear Technology Corporation Shareholder Derivative Litigation, Case No. C-06-3290-MMC (N.D. Cal.), asserting claims against Linear as a nominal defendant and against certain of its current and former officers and directors for allegedly breaching their fiduciary duties by purportedly backdating stock option grants in violation of Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder;

WHEREAS, on March 23, 2007, Linear shareholder Frederick Weiss filed a Shareholder Derivative Complaint in the Court of Chancery of the State of Delaware, captioned Weiss v. Swanson, et al., CA 2828-VCL (the "Delaware Action"), challenging Linear's stock option granting practices, and asserting claims against certain of Linear's current and former directors and officers for breach of fiduciary duty, unjust enrichment, and waste in connection with certain stock option grants which were alleged to have been spring-loaded or bullet-dodged; and

WHEREAS, on February 14, 2007, this Court stayed this action;

WHEREAS, on January 31, 2011, the parties to the Delaware Action filed a Stipulation of Settlement and Compromise with the Chancery Court of the State of Delaware which provided for the settlement of all claims. Without admitting any wrongdoing, the individual defendants agreed to the settlement under which Linear will receive $4 million from the individual defendants' insurer, and two of the individual defendants repriced certain stock options, for an aggregate $500,000 increase in the exercise price payable upon exercise by these individuals. Linear also implemented or agreed to implement certain corporate governance enhancements;

WHEREAS, on April 28, 2011, the Chancery Court of the State of Delaware issued a final order and judgment approving the settlement of the Delaware Action; and

NOW THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among counsel for the respective parties hereto, that the instant action shall be voluntarily dismissed with prejudice; and

IT IS FURTHER STIPULATED AND AGREED THAT each of the parties is to bear its own attorneys' fees and costs.

SO STIPULATED.

ORDER

Based on the foregoing stipulation of counsel, for the respective parties hereto, and good cause appearing, IT IS SO ORDERED.