Product Discontinuation Notice Number DN-59

June 30, 2007

Attention: Materials Managers, Purchasing Managers and NXP Semiconductors Products Managers

Subject: NXP Semiconductors' Product Discontinuation Notice Number DN-59

Dear NXP Semiconductors Customer or Distributor:

This letter confirms to your company that NXP Semiconductors (formerly Philips Semiconductors) is now discontinuing the manufacture of a number of its' integrated circuits and discrete semiconductors listed on Exhibit "A" to this letter. In accordance with NXP Semiconductors' ("NXP") product discontinuation policy, we are hereby giving notice of these product changes so that your company can adjust its product purchasing records, or make any fmallifetime purchases of the discontinued products that still can be supplied by NXP.

While Exhibit "A" contains a number ofNXP discontinued end-of-life Product Types, this list represents a small percentage ofNXP' overall semiconductor product portfolio. Many of these discontinued products have had little or no recent sales history, or they are at their end-of-life ("EOL") stage. The Exhibit A Products List may also cover a number of versions or selections of the same basic Product Type.

A. NXP MANUFACTURING PLANT RE-ALIGNMENT AND CLOSURE ACTIONS

During the past six (6) months, NXP announced manufacturing changes affecting 3 of our wafer foundry plants. These changes are made to optimize NXP' manufacturing operations and specifically affect NXP' manufacturing at our Crolles, France, Boeblingen, Germany and Cabuyao, Philippines plants. While most of the NXP Product Types affected by these plant re-alignment and closure activities will be transferred to other NXP wafer manufacturing facilities, a limited number of the affected NXP Product Types will be permanently discontinued and are listed on this DN-59 Product Discontinuation Notice.

To allow for as much notice as possible to NXP' customers concerning the affected NXP plant re-alignment or closure actions during 2007, NXP issued press releases and a series of Customer Product Change Notices ("CPCNs") to our customers of record. These CPCNs included the Product Type changes and product discontinuation details to allow our customers as much commercially reasonable time to make last time order and supply arrangements in advance of this DN-59 notice. These CPCNs also indicated the last time manufacturing capabilities at the affected NXP plants and our early alert ordering conditions for those Product Types being permanently discontinued by NXP.

The following is a summary affected NXP manufacturing locations and the related CPCN notices issued by NXP prior to this DN-59 product discontinuation notice.

1. Crolles, France Plant Disengagement: NXP announced that it would not renew its Crolles2 Alliance participation in a press release dated January 16, 2007. This announcement was then followed by CPCN 2007010081 dated January 15,2007 and CPCN2007010081follow-up notice dated April 18, 2007.

2. Cabuyao, Philippines Plant Restructuring": On March 22,2007, NXP announced the restructuring of the back-end operations of our Cabuyao plant operations. This plant restructuring action will move certain Product Types from our Cabuyao plant to NXP' Calamba, Philippines plant. In addition, this action will also discontinue NXP' power amplifier and front-end module production. This NXP notice was followed up with CPCN2007030221 dated March 22, 2007.

3. Boeblingen, Germany Plant Closure: In a press release dated March 22, 2007, NXP announced the closure of its' Boeblingen, Germany plant by the end of 2007. While our Boeblingen plant has been manufacturing a significant number of Product Types, most of the affected Product Types are being transferred to other NXP manufacturing locations. The March 22ndpress release was followed up with CPCN2007030211 dated March 22, 2007 and CPCN2007040121 dated April 19, 2007. These CPCNs gave more specific Product Type transfer details and discontinued product early alert and last ordering information for the limited number of Product Types being permanently discontinued by this Boeblingen plant action.

Copies of the listed press releases and CPCNs are available upon your company's request to NXP. The list of NXP Products Types being permanently discontinued by the above listed plant manufacturing actions and the special limited last time buy ordering conditions for the applicable discontinued Product Types during the remaining operation of these plants are listed in this DN-59 notice and identified in Exhibit A in the Part Type Notice Comments column.

A. DISCONTINUED PRODUCT NOTIFICATION

1. NXP Semiconductors has an extensive discontinued products ("EOL") public web-site that contains recent product discontinuation notices and other general information about NXP discontinued product policy and process. This DN-59 product discontinuation notice can also be found on this NXP web site after July 10, 2007. Additionally, any updated information concerning this DN-59 notice, and its listed discontinued products, will be posted onto this web site as such information may become available. We encourage you to visit our e-business product discontinuation site at the following NXP internet address:

http://www.NXP.com/products/eol

B. DISCONTINUEDPRODUCTS:EXHIBIT "A" CODING

The attached information, format and coding structure applies to Exhibit A and to this DN-59 notice. This format is designed for data sorting of key information and coding fields as described below:

1. NXP Product Tvpe Number (Column 1):
The first column contains NXP' Product Type number as carried by NXP' Product Type number system ("hnpulse System").

2. NXP North America (N.A.) Part Number (Column 2):
Certain older NXP Product Types may also be sold under NXP' North America's Part Number legacy system and may carry duplicate Product Type identifiers. In the event that there is a different North America callout for some of these Product Types, two different part numbers will be shown for the same NXP discontinued Product Type Number (e.g. NXP Product Type Number and NXP North America Part Number represent the same product being discontinued). If there is a blank in the North America ("NA") Part Number column for a NXP Product Type Number, then a unique North America Part Number for that NXP Product Type has not been identified.

3. NXP Part Number Description (Column 3):
This column lists NXP' short Product Type description ("SSPD") or a brief Product Type description of the discontinued product supplied by the product group.

4. NXP 12NC Number (Column 4):
Exhibit A also includes a column designated as "12NC Number". This number represents NXP Semiconductors master internal manufacturing control identification number for reference to each part type, or version of the part type (end part number), being discontinued.

5. Discontinuation Tvpe Code (Column 5):
Code "T": Discontinuation of all Product Types with similar functionality. All Product Types are being discontinued.

Code "N": One Product Type is being discontinued (at least one other Product Type with similar functionality is still available).

6. Source Code (Column 6):
Code "M": Discontinued products covered by this notice considered to be industry multiple-source products are coded with an "M" in the "Source Code" column in Exhibit A.

Code "S": Discontinued products known as industry sole-source products are coded with an "s"

Code "C": Customer specific discontinued products are designated with a "C". A customer specific Product Type is a part type that is uniquely produced or processed by NXP for a specific customer only.

7. Availabilitv Code (Column 7):
Non-Availability - Code "I": Some Product Types may not be available and are identified with a not-available code (Code 1).NXP can no longer produce Code 1 products and no supply or inventory exists for various reasons such as "not acceptable product quality" or "unique manufacturing restrictions". Code 1 products cannot have a last time buy for commercially impracticable reasons. For record data sorting purposes only the date of this DN notice (June 30, 2007) is entered for Code 1 products as a last time ordering and delivery date (zero days notice applies).

Limited Availability - Code "2": For limited availability Product Types, a unique manufacturing or limited inventory or time condition exists. Where limited availability coded products are still manufacturable, a limited quantity of the Product Type has been, or will be, produced within NXP remaining capacity to meet our customers, or our distributors, commercially reasonable last time buy orders. Code 2 products will be scheduled by NXP on a first-come/first-serve basis until the remaining Product Type manufacturing capacity or inventory is depleted. When the inventory for the limited availability Product Type is depleted, no additional last time buy order Product Type quantities can be supplied by NXP.

Standard Availability - Code "3": Code 3 Products Types have no known supply restriction and NXP' customers and distributors last time buy orders can be met according to NXP' discontinued product (DOD) policy.

8. Last Time Buv ("LTB"). (Column 8):
This column lists the last time order date for the discontinued product. Unless a Non-Availability (Code 1) or Limited Availability (Code 2) shorter time period applies, NXP allows a six (6) month last order period for multiple-source ("M") discontinued products, a nine (9) month last order time period for sole-source ("S") and customer specific ("C") discontinued products. All Last Time Buy dates are measured from the date of this notice (eg: June 30, 2007) and are shown as "day-month-year".

(Note: A limited "Last Time Buy" period applies and remains for NXP' listed plant re-alignment and closure discontinued products. See Exhibit A and the applicable CPCNs.)

9. Last Time Delivery Date (Column 9):
The last delivery date for the discontinued products is listed in Column 9. Unless a limited availability condition and shorter time period is indicated, NXP allows a maximum twelve (12) month delivery time period for discontinued products measured from the date of this notice (ie: twelve months from June 30, 2007).

(Note: A limited "Last Time Delivery" period applies and remains for NXP' listed plant re-alignment and closure discontinued products. See Exhibit A and the applicable CPCNs.

10. SuggestedReplacement Part (Column 10):
This column contains any known NXP or industry replacement products for the discontinued NXP type numbers. This is "reference only" information. NXP' replacement part designation is NOT intended as a statement of warranty, or an indication that the listed replacement products meet the same form, fit, function or performance of the discontinued product until such time as NXP' customers or distributors qualify such products to their specifications. For any replacement part questions, please contact NXP' local sales or marketing representatives for further assistance concerning.

11. Notice Comments (Column 11):
This section includes any additional infonnation about the discontinued products.

C. LAST TIME BUY TERMS AND CONDITIONS

Carefully review this infonnation and notify your purchasing offices and buyers to place your company's fmal purchases for available discontinued products with NXP as soon as possible according to the following last time buy tenns and conditions.

GENERAL: Last time ordering conditions may vary by product. Refer to Exhibit A. The Last Time Buy Date automatically expires when the final available discontinued part type inventory quantity or production unit has been scheduled and/or sold by NXP.

1. DELIVERY DATES: Last time delivery conditions may vary by product. Refer to the above coding infonnation covering Column 9 of Exhibit A. NXP fmal delivery date(s) may be affected by limited supply conditions.

2. ORDER PLACEMENT: Discontinued product orders placed with NXP are to be clearly identified as a "Last Time Buy" order. Each order must: (a) reference DN-59; (b) contain your company's requested delivery dates per this notice; (c) be within the minimum order quantity requirements in an existing volume purchase agreement or meet NXP' standard minimum order policy; and (d) otherwise confonn to all other applicable conditions in this notice.

3. PRICING: The unit sales price for purchase of the available discontinued products covered by this notice will be as follows:

a.) If a current signed volume purchase agreement is on file in NXP Semiconductors contracts-legal department, the unit price will be the effective agreement part type unit price for any unordered product quantities covered by such agreement. For quantities beyond the applicable unordered volume agreement quantity, the unit price will be subject to negotiation.

b.) If a valid offer-to-sell standalone quote is still in effect during the last time ordering period, the unit price shall remain as originally quoted by NXP for the offered part type quantities until the quote has expired, or until the quoted quantities have been purchased.

c.) Where a volume purchase agreement or a NXP standalone quote is not in effect, the product unit price will be subject to NXP individual price quotation of your company's last time buy requirements.

4. ACKNOWLEDGEMENT & DELIVERY:
NXP will acknowledge ("Confirm") each acceptable discontinued product order in writing or by electronic data interchange ("EDI"), and NXP will use its good faith efforts to meet your company's requested delivery date(s) wherever possible. However, NXP' confirmed delivery date(s) are deemed to be approximate because of the special circumstances associated to last time product manufacturing conditions.

5. ORDER ACCEPTANCE/CHANGECONDITIONS:
a) NXP will accept last time discontinued products orders from your company as "Firm and Final". As such, these discontinued products orders will not be subject to reschedule, cancellation, or termination by your company without NXP' prior written authorization and payment of termination charges for the ordered discontinued products at the full product unit sales price.

b) NXP reserves its right to make changes in NXP' confirmed scheduled delivery dates, or to terminate any remaining undelivered quantities of your company's last time buy order(s), at any time, due to changes in NXP Semiconductors last time manufacturing capabilities, or for commercially impracticable circumstances, which makes delivery not feasible.

6. QUANTITIES: The following priority supply conditions apply to final buy quantities for available discontinued products.

a) FIRST: The quantities in any existing unfilled orders and contracts acknowledged by NXP will be honored, then

b) NEXT: The unfilled quantities in any volume agreement(s) or quantities in unexpired standalone quote(s) will be accepted, and

c) FINALLY: NXP shall, where possible, reasonably accept additional quantities of discontinued product order quantities that NXP quotes based upon your company's identified requirements. IN THE EVENT OF CONFLICT FOR LIMITED AVAILABILITY DISCONTINUED PRODUCTS, THE QUANTITIES FOR NXP CUSTOMER'S, OR NXP DISTRIBUTOR'S, ORDERS WILL BE DETERMINED BY NXP ON A "FIRST-COME FIRST-SERVE BASIS". THESE DISCONTINUED PRODUCTS ORDER QUANTITIES WILL ALSO BE SUBJECT TO NXP' AVAILABLE INVENTORY AND REMAINING MANUFACTURlNG CAPACITY FOR THE DISCONTINUED PRODUCTS.

7. DISTRIBUTION SALES:
If you are a NXP distributor customer, please contact your authorized NXP distributor sales representative for assistance in planning and making any last time purchase(s) of available discontinued products. Such purchases are to be negotiated solely between your company with the distributor. You may also find additional information about NXP discontinued products on our discontinued products Internet web site at: http://www.nxp.com/products/eol/

8. LIMITED WARRANTY:
All discontinued product orders subject to this notice shall carry (a) NXP standard limited warranty as contained in NXP order acknowledgement or confirmation form, or (b) the applicable warranty set forth in a duly executed formal contract between NXP; provided that:

a) NXP will accept all valid discontinued product warranty claims for credit only, unless a replacement order is otherwise agreed to by NXP and the replacement product(s) can still be manufactured or otherwise delivered from NXP remaining product inventory; and

b) The applicable warranty period for making any return claims for discontinued products subject to this notice will be no longer than ninety (90) days following final delivery date of the discontinued products; and

c) Any return claims must be made under NXP current Return Material Authorization ("RMA") procedures.

d) Except for NXP special distributor stock rotation policy returns only, there is no restocking of purchased discontinued product quantities allowed by NXP from its' customers or from its' distributors.

D. DISCLAIMER AND ADDITIONAL PROVISIONS

Except as provided for elsewhere in this notice, the applicable terms and conditions of sale for NXP discontinued products will be the unmodified standard terms and conditions in NXP' order acknowledgement or order confirmation form, incorporated herein in its entirety by this reference. Otherwise, the applicable, the terms and conditions contained in a duly signed contract in force between our companies shall apply.

NXP SEMICONDUCTORS ACCEPTS NO LIABILITY FOR EXCESS REPROCUREMENT COSTS, LABOR COSTS, OR LIABILITY FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER ASSOCIATED TO NXP DISCONTINUED PRODUCTS, OR ASSOCIATED WITH NXP FINAL MANUFACTURE AND PERFORMANCE AGAINST ANY LAST TIME BUY ORDERS RELATED TO THE DISCONTINUED PRODUCTS COVERED BY THIS NOTICE.

E. REACTIVATION OF PREVIOUSLY DISCONTINUED PRODUCTS:

From time-to-time, NXP may elect to reactivate a previously discontinued product ("Product Reactivation"), or NXP may identify additional information to help clarify a previously discontinued product. Product Reactivation information is made directly to NXP' public products web-site(s) when the Product Reactivation information becomes available by our product market representatives. Refer to NXP referenced EOL Internet web site for any NXP Product Reactivation or other updated infonnation concerning our previously announced discontinued products.

Exhibit B to this DN-59 notice lists the Reactivated Products Types and/or general product clarification infonnation concerning previous NXP discontinued products that were reactivated during the prior six (6) month time period from December 1,2006 to June 1,2007.

F. ADDITIONAL INFORMATION:

For specific product inquiries in this notice, contact your local NXP Semiconductors sales or distributor representative. Additionally, you may refer to the NXP public "EOL" discontinued products web site at: http://www.nxp.com/products/eol/

Our account and sales management teams, and our marketing and distribution sales support personnel stand ready to assist you in placing your company's final discontinued product orders, or in providing the discontinued product infonnation you require. NXP Semiconductors appreciates your company's understanding and assistance in helping us to help you minimize the impact of this product end-of-life action on your company.

On behalf of NXP Semiconductors' management, we look forward to our continued support of your company's semiconductor requirements from our extensive existing and planned product portfolio in the years to come.

Very truly yours,

NXP SEMICONDUCTORS

Craig Ash
Contracts-Legal Department
Product Discontinuation Notice Management

Enclosures:
Exhibit A - DN-59 Discontinued Product List
Exhibit B - Reactivated Products List