THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

RF Micro Devices, Inc. (RFMD)

6/23/2006 Proxy Information

Mr. Norbury served as Chief Executive Officer of RF Micro Devices, Inc. from September 1992 to January 2003 and was President from September 1992 to June 2002. He retired from RF Micro Devices in January 2003.

Jazz Semiconductor, Inc.

On October 15, 2002, the Company entered into a strategic relationship with Jazz Semiconductor, Inc., a privately held, radio-frequency and mixed-signal silicon wafer foundry, for silicon manufacturing and development. Under the arrangement, the Company obtained a committed, lower-cost source of supply for wafers fabricated using JazzŐs silicon manufacturing process. In addition, the Company is collaborating with Jazz on joint process development projects. As part of this strategic relationship, the Company agreed to invest approximately $60,000,000 in Jazz, $30,000,000 of which was invested in October 2002 and $30,000,000 of which was invested in the third quarter of fiscal 2004. The investment represents a minority interest in JazzŐs operations, and the Company has one seat on the Jazz Board of Directors out of eight; however, the Company does not have the ability to exercise significant influence in the management of JazzŐs operations. Mr. Neal, an officer of the Company, serves as the CompanyŐs appointed representative to JazzŐs Board of Directors. Effective August 12, 2004, the Governance and Nominating Committee determined that all cash and non-cash compensation otherwise payable to Mr. Neal as a non-employee director of Jazz should be paid or transferred to the Company or declined to the extent such transfer would not be permitted. During the CompanyŐs 2006 and 2005 fiscal years, Mr. Neal was entitled to receive annual cash fees of $36,750 and $30,000, respectively, for his service on the Jazz Board, which was paid by Jazz to the Company. During the CompanyŐs fiscal year ended March 31, 2003, Mr. Neal was awarded a non-qualified option to purchase 125,000 shares of Jazz common stock at the then fair market value of $0.20 per share. Mr. Neal exercised the option in full, and the shares were placed in escrow where they remain subject to annual vesting provisions over a four-year period. The Governance and Nominating Committee and the Board unanimously approved Mr. NealŐs receipt of this compensation, subject to a number of conditions designed to protect the interests of the Company and its shareholders.

Family Relationships

William H. Pratt and Ryan M. Pratt, the adult sons of William J. Pratt, a Named Executive and member of the Board of Directors, are employed by the Company in non-executive positions. William H. Pratt is employed as a Senior Manager, Design Engineer and Ryan M. Pratt is employed as a Senior Design Engineer. Neither adult sonŐs compensation is subject to approval by the Board of Directors. Nevertheless, because each adult son receives a salary in excess of $60,000, their employment by the Company is considered a related party transaction under SEC rules.

6/14/2005 Proxy Information

SILICON WAVE, INC.

On May 24, 2004, the Company completed the acquisition of Silicon Wave, Inc., a privately-held, San Diego-based supplier of highly integrated Bluetooth¨ solutions for wireless personal area networks. During fiscal year 2004, the Company invested $6,000,000 for preferred stock in Silicon Wave, which represented approximately 35% of Silicon WaveŐs preferred stock and approximately 23% of Silicon WaveŐs total capital stock. Pursuant to the terms of the investment, the Company was entitled to designate one person to serve on Silicon WaveŐs board of directors. From November 2003 until May 2004, Mr. Pratt, a director and officer of the Company, served as the CompanyŐs designee on the Silicon Wave board of directors. Mr. Pratt did not receive any separate compensation from either Silicon Wave or the Company for such service.

JAZZ SEMICONDUCTOR, INC.

On October 15, 2002, the Company entered into a strategic relationship with Jazz Semiconductor, Inc., a privately held, radio-frequency and mixed-signal silicon wafer foundry, for silicon manufacturing and development. Under the arrangement, the Company obtained a committed, lower-cost source of supply for wafers fabricated using JazzŐs silicon manufacturing process. In addition, the Company is collaborating with Jazz on joint process development projects. As part of this strategic relationship, the Company agreed to invest approximately $60,000,000 in Jazz, $30,000,000 of which was invested in October 2002 and $30,000,000 of which was invested in the third quarter of fiscal 2004. The investment represents a minority interest in JazzŐs operations, and the Company has one seat on the Jazz Board of Directors out of ten; however, the Company does not have the ability to exercise significant influence in the management of JazzŐs operations.

Mr. Neal, an officer of the Company, serves as the CompanyŐs appointed representative to JazzŐs Board of Directors. Effective August 12, 2004, the Governance and Nominating Committee determined that all cash and non-cash compensation otherwise payable to Mr. Neal as a non-employee director of Jazz should be paid or transferred to the Company or declined to the extent such transfer would not be permitted. During the CompanyŐs fiscal year ended March 31, 2005, Mr. Neal was entitled to receive a $30,000 annual cash fee for his service on the Jazz Board, which was paid by Jazz to the Company. During the CompanyŐs fiscal year ended March 31, 2003, Mr. Neal was awarded a non-qualified option to purchase 125,000 shares of Jazz common stock at the then fair market value of $0.20 per share. Mr. Neal exercised the option in full, and the shares were placed in escrow where they remain subject to annual vesting provisions over a four-year period. The Governance and Nominating Committee and the Board unanimously approved Mr. NealŐs receipt of this compensation, subject to a number of conditions designed to protect the interests of the Company and its shareholders.

FAMILY RELATIONSHIPS

William H. Pratt and Ryan M. Pratt, the adult sons of William J. Pratt, a Named Executive and member of the Board of Directors, are employed by the Company in non-executive positions. William H. Pratt is employed as a Senior Manager, Design Engineer and Ryan M. Pratt is employed as a Senior Design Engineer. Neither adult sonŐs compensation is subject to approval by the Board of Directors. Nevertheless, because each adult son receives a salary in excess of $60,000, their employment by the Company is considered a related party transaction under SEC rules.

6/14/2004 Proxy Information

On May 24, 2004, the Company completed the acquisition of Silicon Wave, Inc., a privately held, San Diego-based supplier of highly integrated Bluetooth¨ solutions for wireless personal area networks. During fiscal year 2004, the Company invested $6.0 million for preferred stock in Silicon Wave, which represented approximately 35% of Silicon WaveŐs preferred stock and approximately 23% of Silicon WaveŐs total capital stock. Pursuant to the terms of the investment, the Company was entitled to designate one person to serve on Silicon WaveŐs board of directors. From November 2003 until May 2004, Mr. Pratt, a director and officer of the Company, served as the CompanyŐs designee on the Silicon Wave board of directors. Mr. Pratt did not receive any separate compensation from either Silicon Wave or the Company for such service.

On October 15, 2002, the Company entered into a strategic relationship with Jazz Semiconductor, Inc., a privately held, radio-frequency and mixed-signal silicon wafer foundry, for silicon manufacturing and development. Under the arrangement, the Company obtained a committed, lower-cost source of supply for wafers fabricated using JazzŐs silicon manufacturing process. In addition, the Company is collaborating with Jazz on joint process development projects. As part of this strategic relationship, the Company agreed to invest approximately $60 million in Jazz, $30 million of which was invested in October 2002 and $30 million of which was invested in the third quarter of fiscal 2004. The investment represents a minority interest in JazzŐs operations, and the Company has one seat on the Jazz Board of Directors out of nine; however, the Company does not have the ability to exercise significant influence in the management of JazzŐs operations.

Mr. Neal, an officer of the Company, serves as the CompanyŐs appointed representative to JazzŐs Board of Directors. During the CompanyŐs fiscal year ended March 31, 2004, each non-employee director of Jazz, including Mr. Neal, was awarded compensation for such directorŐs service on the Jazz Board, which consisted of a $30,000 annual cash fee. During the CompanyŐs fiscal year ended March 31, 2003, Mr. Neal was also awarded a nonqualified option to purchase 125,000 shares of Jazz common stock at the then fair market value of $0.20 per share. Mr. Neal exercised the option in full, and the shares were placed in escrow where they remain subject to annual vesting provisions over a four-year period. The Governance and Nominating Committee and the Board unanimously approved Mr. NealŐs receipt of this compensation, subject to a number of conditions designed to protect the interests of the Company and its shareholders.

6/16/2003 Proxy Information

On October 15, 2002, we entered into a strategic relationship with Jazz Semiconductor, Inc. ("Jazz"), a privately-held, radio-frequency and mixed-signal silicon wafer foundry, for silicon manufacturing and development. Under the arrangement, we obtained a committed, lower-cost source of supply for wafers fabricated using Jazz's silicon manufacturing process. In addition, we are collaborating with Jazz on joint process development projects. As part of this strategic relationship, we agreed to invest approximately $60 million in Jazz, $30 million of which was invested in October 2002 and $30 million of which is payable in the third quarter of fiscal 2004. The investment represents a minority interest in Jazz operations, and we have one seat on the Jazz Board of Directors out of nine; however, we do not have the ability to exercise significant influence in the management of Jazz operations.

Jerry Neal, our Executive Vice President of Marketing and Strategic Development, serves as our appointed representative to Jazz's Board of Directors. During our fiscal year ended March 31, 2003, each nonemployee director of Jazz, including Mr. Neal, was awarded compensation for such director's service on the Jazz Board, which consisted of a $30,000 annual cash fee and a nonqualified option to purchase 125,000 shares of Jazz common stock at the then fair market value $0.20 per share. Mr. Neal exercised the option in full, and the shares were placed in escrow where they remain subject to annual vesting provisions over a four-year period. The Governance and Nominating Committee and Board of Directors unanimously approved Mr. Neal's receipt of this compensation, subject to a number of conditions designed to protect the interests of the Company and its shareholders.