EXHIBIT
10.8




RF MICRO DEVICES, INC.

CODE OF BUSINESS CONDUCT AND ETHICS


 


Ethics and Employee Responsibility




Good ethics means good business.




The trust and respect of all people - fellow workers, customers,
shareholders, suppliers, competitors and the general public - are valuable
assets that cannot be purchased, but must be earned.  Once earned, trust and
respect become the cornerstone of continuing relationships and will preserve
our reputation for integrity.  Therefore, it is the policy of RFMD that every
action we take as a company, and every action our employees, officers and
directors take on our behalf, should conform to the highest ethical, moral, and
legal standards.




RFMD firmly believes that when people have pride in the company they
work for, they will make sure their conduct reflects well on the company.  To
instill this pride and to help us operate the kind of business we all want to
be a part of, we maintain a set of basic expectations for our employees:




•           We expect our employees to be honest and
fair in all their business dealings, with both fellow employees and people
outside the organization.




•           We expect our employees to focus on
customer service and to promote excellent relationships with our suppliers.




•           We expect our employees to understand and
work hard to achieve our company goals.




•           We expect our employees to meet the highest
ethical standards in all company activities.




Our Board of Directors has adopted this Code of Business Conduct and
Ethics as a guide to help us live up to our company's high ethical standards. 
This Code does not cover every issue that may arise, but it establishes
principles that should guide you in a wide range of business settings.  Every
employee should become familiar with the Code and comply with it, since one
person's misconduct can damage our hard-earned reputation and compromise the
public's trust in RFMD.




When you apply the general principles described in this Code, please
consider these practical questions with respect to your particular decision or
situation:




	What
     is in RFMD's best interest?
	What
     RFMD policies and practices are relevant?
	How
     would I feel about explaining my actions to a trusted relative or friend
     outside of RFMD?
	How
     would I feel if an account of my actions were reported on local television
     or in the newspaper?  
	Would
     a reasonable person think my actions were honest and fair?
	What
     laws and regulations - U.S. and foreign - apply to this decision or
     situation?





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Even after you have considered these questions, you may be unsure about
what to do.  If you have any concerns or questions about how this Code might
apply to you, you should contact your supervisor or our Compliance Officer. 
The Compliance Officer is Suzanne Rudy, 7628 Thorndike Road, Greensboro, NC 27409-9421 (tel.: 336-931-7112), and the Compliance Officer's e-mail address is
complianceofficer@rfmd.com. 




Scope and Application of this Code




When this Code refers to "employees," the term includes the employees,
officers, directors, agents and representatives (including consultants,
advisors and independent contractors) of RFMD and its subsidiaries.  Likewise,
references in this Code to our company or RFMD also cover our subsidiaries.




This Code governs your conduct as an employee and requires you to avoid
even the appearance of improper behavior.  Even well-intentioned actions that
violate the law or our standards of conduct may result in appropriate
disciplinary action, including termination.  If you are in a situation that
you believe may violate or lead to a violation of this Code, follow the
guidelines described below under the heading "Reporting of Code Violations." 
It is also your responsibility to report violations of this Code by others. 
Any person who we determine has violated this Code may be subject to
discipline, up to and including termination.




We will ask our employees to read this Code and agree in writing to
comply with it, and we will remind all employees periodically about their
obligations under this Code.


Compliance with Laws and Regulations




The foundation of our ethical standards is obedience to the letter and
spirit of the law.  All employees must respect and obey all local, state and
federal statutes and regulations and the statutes and regulations of any
countries in which we do business.  You should seek advice from your supervisor
or the Compliance Officer if you have questions about such laws, especially
when dealing with governments of countries or territories outside of the United States.




            Insider Trading Laws




It is the policy of RFMD that you must comply with our Policy Statement
on the Prevention of Insider Trading, which, among other things, provides that
you may not seek to benefit personally by buying or selling securities while in
possession of material, nonpublic information that you have
learned in connection with your employment with, or service to, RFMD.  Every
new employee is required to acknowledge our Policy Statement, and you may
obtain a copy of it on our intranet.   




            Doing Business with Governments




It is our policy to comply fully with all applicable laws and
regulations governing dealings with government employees and public officials. 
If you have any questions about compliance with these laws and regulations,
contact your supervisor or the Compliance Officer.




Both RFMD policy and the Foreign Corrupt Practices Act
prohibit bribery of public officials in the conduct of our business in the United States and abroad.  Bribery can take many forms, including the payment of money or
anything else of value (such as "in-kind" items or services).  If anyone
requests that RFMD pay a bribe, you must report it immediately to your
supervisor or the Compliance Officer.  


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            Fair Dealing


Antitrust laws, also known outside the United States as "competition laws," are designed to ensure a fair and competitive free
market system.  While we will compete vigorously in the marketplace, we will
also comply with the applicable antitrust and competition laws wherever we do
business.  This means that we will compete on the merits of our services and
products, the prices we charge and the customer loyalty we earn.  


Some of the most serious antitrust offenses occur
between competitors when they agree to fix prices or divide customers,
territories or markets.  You must not talk with competitors about confidential
pricing, contract terms and conditions, costs, marketing or production plans,
customers and any other proprietary information without seeking prior guidance
and approval from your supervisor or the Compliance Officer.  Enforceable
agreements can arise as a result of "loose talk," informal discussions or the
mere exchange of certain information.  If you believe that a conversation with
a competitor has entered an inappropriate area, end the conversation at once
and contact your supervisor or the Compliance Officer.  


In addition, we will comply with the applicable unfair
trade practices laws wherever we do business.  You should not take unlawful
advantage of our customers, suppliers, competitors or employees through
manipulation, deception, concealment, abuse of privileged information,
misrepresentation of material facts or any other unlawful practice.  If you
have a question about whether conduct violates laws prohibiting unfair trade
practices, you should contact your supervisor or the Compliance Officer.  


We must comply with applicable trade restrictions and boycotts imposed
by the U.S. government, as well as with U.S. anti-boycott laws that prohibit
companies from participating in any international boycott not sanctioned by the
U.S. government.  The mere receipt of a request to engage in any such
boycotting activity becomes a reportable event by law.  You should bring such
requests to the attention of your supervisor or the Compliance Officer.




Success in a highly competitive business like ours demands an
understanding of competitors' strategies.  While collecting data on our
competitors, you may use all legitimate resources, but you must avoid illegal
or unethical conduct.  You should not use employees of competitors or suppliers
as a source of nonpublic information.  You should consult your supervisor or
the Compliance Officer if you need further guidance in this area.




Conflicts of Interest




A "conflict of interest" exists any time you face a choice between what
is in your personal interest (financial or otherwise) and the interest of
RFMD.  Such situations are not always easy to avoid.  When a conflict of
interest arises, it is important that you be careful to avoid even the
appearance that your actions are not in our best interest.  If you are in a
position where your objectivity may be questioned because of an actual or
apparent conflict between the interests of RFMD and your individual interests
or family or personal relationships, notify your supervisor or the Compliance
Officer immediately.  




Conduct or activities that involve a conflict of interest violate this
Code unless they are approved in advance.  The Governance and Nominating
Committee must provide the approval if the conduct or activity involves an
officer at the level of Vice President or above, unless the rules of the
Securities and Exchange Commission or The Nasdaq Stock Market require the Board
of Directors, or the Audit Committee, or both, to provide the approval.  In all
other cases, the Compliance Officer is authorized to handle approvals.   




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It is not possible to list every activity that might present an actual
or apparent conflict of interest.  However, the following are examples of
conduct or activities that would violate this Code unless approved in
advance as described above:




1.         Participation by
an employee or a family member in a business transaction involving RFMD and
another entity or an individual with whom the employee (or his family) has a
financial relationship;




2.         The use for
personal gain by employees (or their family members) of any confidential or
proprietary information obtained as a result of their relationship with RFMD
(for example, patents, trade secrets or other confidential business
information); 




3.         Supervising an
employee who is a family member where the supervisor has authority with regard
to such matters as work assignments, compensation or promotions;




4.         Owning a
direct or indirect financial interest in any company that is a competitor,
customer, supplier or business partner where the employee can influence our
decision whether to do business with such company (although despite this
prohibition an employee may own up to 1% of the stock of a publicly held
competitor, customer, supplier or business partner or may own a limited
partnership interest or similar passive investment in a private equity or
venture fund that in turn owns stock of a competitor, customer, supplier or
business partner);


5.         Having an
outside business or other interest that would impair the employee's ability to
perform his duties;


6.         Receipt by an
employee or family member of improper personal benefits as a result of the
employee's position in RFMD (loans to or guarantees for the benefit of such
persons are of particular concern);


7.         Serving as an
employee, consultant or member of the board of directors (or of a technical,
scientific or similar advisory board) of a competitor, customer, supplier or
business partner unless directed to do so by our Board of Directors (employees
should avoid any direct or indirect business connection with our competitors,
customers, suppliers or business partners, except on behalf of RFMD); 


8.         Accepting cash compensation or stock, stock
options or other stock-based compensation from another company where the
employee is serving, at our request, on the board of directors of the company
or in another advisory capacity, unless our Board of Directors approved such
compensation in connection with our requesting the employee to serve;


9.         Conducting
personal business or affairs on company time or using our facilities and
equipment for personal business, except where meeting with a third party on our
premises serves the convenience of an officer of RFMD or promotes an officer's
charitable or civic cause and in any event does not interfere with the
performance of the officer's duties; 


10.       Accepting employment outside of RFMD that
interferes with the proper performance of the employee's job at RFMD or puts
the employee in a situation where confidential information of RFMD could be used
or discovered; or


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11.       Accepting directed shares in a stock offering by a
competitor, customer, supplier or business partner pursuant to a "friends and
family" program or arrangement.


These are just a few examples.  The key to the
successful handling of any actual or potential conflict of interest is to
disclose it as soon as you discover it.  If you have any doubt about whether
you have a conflict of interest, you should discuss it with your supervisor or
the Compliance Officer.  


We may periodically ask you to sign a formal statement
about whether you are aware of possible conflicts of interest.  You are
required to respond to these requests promptly and candidly.  We will treat
your responses as confidential unless we are required to disclose the information
by law or court order or the best interests of the company require disclosure. 



Service on Other Boards


From time to time you might be asked to serve as a
member of the board of directors or as a member of a technical, scientific or
similar advisory board of another company.  This Code prohibits you from
serving in such capacity with a competitor, customer, supplier or business
partner.  In addition, our policy prohibits you from serving in such capacity
for any other for-profit enterprise without first obtaining the approval of the
Chairman of the Board and the Chief Executive Officer.  (Members of the RFMD
Board are required only to notify the Chairman of the Board and the
Chief Executive Officer if they are asked to serve on a board described in the
preceding sentence.)  This prohibition does not apply to service on the board
of charitable, educational or other non-profit organizations.    


Entertainment, Favors and Gifts 


Business gifts and entertainment are customary courtesies designed to
build goodwill among business partners.  These courtesies include such things
as gift items, meals and beverages, tickets to sporting or cultural events,
discounts not available to the general public, travel, accommodations and other
services.  A problem may arise when such courtesies compromise - or appear to
compromise - our ability to make objective and fair business decisions.  The
same concerns apply to employees offering gifts and entertainment to our
business associates.    




Accordingly, it is our policy to prohibit the giving or accepting of
gifts and courtesies for business purposes having greater than a nominal value,
other than reasonable hospitality given in the ordinary course of business,
without the approval of your supervisor.  Courtesies that are repetitive (no
matter how small) may be perceived as an attempt to make the recipient
obligated to the giver and are therefore inappropriate.  Likewise, business
entertainment should be moderately scaled and intended only to facilitate
business goals.  This prohibition applies at all times and does not change
during traditional gift-giving seasons.  Use good judgment in all gift and
entertainment situations.  




Corporate Opportunities


You are prohibited from taking personal advantage of business opportunities
that you discover through your position with RFMD.  You are also prohibited
from competing with the company, directly or indirectly, and from using
corporate property or corporate information for improper personal gain.  


Confidentiality


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Information generated in our business is a valuable company asset. 
Protecting the information plays a vital role in our continued growth and
ability to compete.  Confidential information includes all nonpublic
information that might be of use to competitors, or harmful to us or our
customers if disclosed.  Examples of such information are inventions, invention
records, processes, ideas, data, computer programs, developments, designs, test
results, models, simulations, semiconductor mask layout drawings, engineering
records and reports, production drawings, engineering drawings, board layout
drawings, raw material specifications and lists, product specifications,
marketing plans, business plans, customer lists, budgets, product prices,
financial projections, financial statements, new product plans and other
information owned by us that is not public information.  




Confidential information also includes similar information you obtain
in the course of your employment that is owned by third parties and was
disclosed to us subject to non-disclosure agreements or similar restrictions on
use or further disclosure.  




Employees who have access to proprietary and confidential information
are obligated to safeguard it from unauthorized access and:




            1.         Not disclose this information to outsiders;




2.         Not use this
information for personal benefit or the benefit of outsiders; and




3.         Not share this
information with other employees except on a legitimate "need to know" basis.




Written approval from your supervisor or the Compliance Officer is
required before this information can be released to outsiders.  This includes
speeches, technical papers for publications, references, endorsements of other
products and services and information we have received from other companies under
an obligation of confidentiality.




Any information created in the course of your employment with or
service to RFMD belongs to us.  Employees leaving RFMD must return all
proprietary information in their possession.  Your obligation to protect proprietary
and confidential information continues even after you leave RFMD.




When you joined RFMD you signed an Inventions, Confidentiality and
Nonsolicitation Agreement or similar contract requiring you to protect the
confidentiality of the information referred to above and acknowledging RFMD's
ownership of any inventions relating to our business.  This agreement remains
in effect for as long as you work for RFMD and after you leave our employ.   


Financial Integrity and Disclosure


We require honest and accurate recording and reporting of information
in order to make responsible business decisions.  Business records must always
be prepared accurately and reliably and stored properly.  Our books, records
and accounts must reflect all of our transactions and all other events that are
the subject of a specific regulatory record-keeping requirement.  




In addition, full, fair, accurate and timely disclosure in our periodic
reports is required and essential to the success of our business.  Our
employees must exercise the highest standard of care in preparing such reports
in accordance with the following guidelines:




1.         All accounting
records, as well as reports produced from those records, must be in accordance
with the laws of each applicable jurisdiction;




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            2.         All records must fairly and accurately reflect the
transactions or occurrences to which they relate;




3.         All records must
fairly and accurately reflect, in reasonable detail, our assets, liabilities,
revenues and expenses;




4.         Our accounting
records must not contain any false or intentionally misleading entries;




5.         No transactions
should be intentionally misclassified as to accounts, departments or accounting
periods;




6.         All transactions
must be supported by accurate documentation in reasonable detail and recorded
in the proper account and in the proper accounting period;




7.         No information
should be concealed from the internal auditors or the independent auditor; and




8.         Compliance with
our system of internal accounting controls is required.




The Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer or Controller and Treasurer (the "Senior Financial
Officers") of RFMD have overall responsibility for assuring full, fair,
accurate, timely and understandable disclosure of relevant financial
information to shareholders and investors.  In particular, they are responsible
for assuring that we comply with rules of the SEC governing disclosure of
financial information and for assuring that press releases and communications
with investors and securities analysts are fair and accurate. Among other
things, the Senior Financial Officers shall:


1.         Establish and maintain procedures designed
to ensure internal control over financial reporting and disclosure controls and
procedures designed to assure that financial information is recorded,
processed, summarized and reported to those responsible for preparing periodic
reports and other public communications and to assure our reports and
communications are complete, accurate and timely.


2.         Oversee the appropriate personnel to help
ensure that the procedures to ensure internal control over financial reporting
and disclosure controls and procedures are being followed.


3.         Carefully review each periodic report for
accuracy and completeness before it is filed with the SEC and carefully review
each public communication containing financial information before it is
released.


4.         Promptly disclose to their superiors, and
if necessary to the Audit Committee of the Board of Directors and our
independent registered public accounting firm, any material weaknesses in, or
concerns regarding, our disclosure controls and procedures or internal control
over financial reporting.


5.         Never create or maintain secret or
unrecorded funds, assets, or accounts, or intentionally make a payment or
approve an invoice, expense report or other document that is incorrect,
misleading or inaccurate.


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The Senior Financial Officers are also subject to additional guidelines and
restrictions that are set forth in the "Code of Ethics for Senior Financial
Officers of RF Micro Devices of RF Micro Devices, Inc.," which is available upon
request from the Compliance Officer and is accessible on RFMD's corporate
website, www.rfmd.com.



Employment Practices


To recruit and retain high-caliber employees who share
our values, our employment practices are designed to provide an environment
that encourages you to comply with this Code, be respectful of our employees,
customers and other business partners and perform your duties with fairness,
honesty, integrity and professionalism.  


It is our policy to hire, evaluate and promote
employees on the basis of their ability, achievements, experience and
performance.  Accordingly, we will provide equal opportunity for all in
recruitment, career development, promotion and compensation without regard to
age, color, non-disqualifying disability, gender, national origin, race,
marital status, veteran status, religion or any other basis that is protected
under applicable law.


Ethnic, racial, religious, sexual or any other type of
unlawful harassment is unacceptable.  Inappropriate or unwelcome sexual
behavior, either physical or verbal in nature, that interferes with and
obstructs performance in the workplace violates our policy.  To provide an
environment that is conducive to productivity and personal growth, we prohibit
illegal workplace harassment of any kind, whether the harasser or the victim is
a co-worker, supervisor, agent, customer, guest or supplier.  Our policy also
prohibits retaliation against anyone who has made a harassment complaint.


If you believe you or another employee has experienced
harassment, immediately report the incident by following the procedures
provided below under the heading "Reporting of Code Violations."  We will
promptly investigate an alleged harassment complaint and remedy the situation
when a violation of our policy can be substantiated.


The laws affecting employment practices are complex
and constantly evolving.  It is critical that each supervisor maintain
awareness of current legal developments and our employment policies by seeking
appropriate advice of those within RFMD who are responsible for keeping abreast
of such legal developments or employment policies.


Health and Safety  


Our employees constitute our most indispensable
asset.  Our policy is to maintain a drug-free, secure workplace where all
employees are attentive to hazard prevention and the avoidance of accidents and
injuries.  We are committed to protecting your health and safety and that of
our customers, suppliers and visitors.  


Safety protection is a condition of employment for all
employees.  You are accountable for your own safety and the safety of those
around you.  No deviations from our safety practices or procedures are
permitted without the approval of the appropriate company personnel.  You
should report to work in a condition to properly perform your duties, free from
the influence of drugs or alcohol.  Violence and threatening behavior will not
be tolerated.  


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You are responsible for reporting accidents, injuries
and unsafe equipment, practices or conditions.  If you violate applicable legal
requirements or our policy related to health and safety, or if you
intentionally fail to prevent violations or take reasonable corrective action,
you will be subject to appropriate disciplinary action, including termination.


Communications


We are committed to conducting business honestly.  All
communications, whether internal or external, should be accurate, complete and
forthright.  These communications may include, for example, general internal
reports, media releases, marketing and sales brochures, regular reports and
government filings.


We will provide accurate information when promoting
our products and services.  False or misleading claims concerning our products
and services or those of our competitors are unacceptable.  These same
principles must be adhered to when responding to inquiries from customers,
fellow employees, the media, governmental regulatory agencies and
shareholders.  Responses to such inquiries must be made in accordance with our
policies and procedures (for instance, through a designated corporate
communications officer).


Our policy prohibits employees from making any
malicious or defamatory statement about any other person or company, including
a competitor.


Protection and Proper Use of Company Assets


Each employee is a steward of our assets.  As such, you are obligated
to protect and preserve our assets and resources and assist us in our efforts
to control costs and ensure the efficient use of our assets for our business
purposes.  Theft, carelessness and waste hurt our profitability.




Company assets include such things as documents,
equipment, facilities, information, our logo and name, materials and supplies. 
You should not use our assets except for legitimate business purposes, though
incidental personal use of the telephone and desk material and supplies is
permitted.  If you have a question whether it is permissible to use an asset
for a specific purpose, you should consult with your supervisor or the Compliance
Officer.  The use of our assets and resources for personal financial gain is
strictly prohibited.


You should immediately report to your supervisor or
the Compliance Officer any suspected incident of fraud or theft.         


Electronic Information


Our computer resources, including the internet,
intranet and electronic mail, should be used to support and advance our
business purposes.  Any personal use of these technologies should not create
additional costs for RFMD, interfere with work duties or violate any of our
policies.


Electronic messages (including voicemail), to or from
RFMD equipment or accounts, and computer information are considered our
property, and you should not have any expectation of privacy related to the use
of such electronic information.  Unless prohibited by law, we reserve the right
to access and disclose this information as necessary for business purposes. 
You should use good judgment and not send a message or access or store any
information that you would not want to be seen or heard by others.




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            Personal Computer Software


You must understand and adhere to the license agreements that govern
the use, and restrict the reproduction, of personal computer software. 
Generally, when we purchase software, we only acquire a license to use the
software.  We do not become the owner of the software package and programs. 
Many software licenses limit the use of the software to a specific computer
unit.  Multi-user licenses, such as Local Area Network and Site licenses, also
exist, but both further complicate the issue by requiring detailed
administrative controls.




Computer software packages and programs that we purchase are also
covered by copyright laws.  You must not make additional copies of the
purchased software, or its documentation, unless the license agreement
specifically allows it and your supervisor or the Compliance Officer approves
it.  You must strictly abide by all license requirements.




Corporate Citizenship


We are committed to being a good corporate citizen. We recognize the
importance of making a positive contribution to society and the communities in
which we operate.  We meet these goals by contributing to the economy of the
communities in which we operate, encouraging volunteerism and support of local
community needs and activities, complying with  environmental laws and
regulations and supporting and encouraging public policies that promote good
corporate citizenship and take into account legitimate employee and community
interests.


Political Contributions


We respect and support your right to participate in
political activities.  However, you may not conduct these activities during
business hours or on our property or use any of our resources, such as
telephones, computers or supplies, in connection with your political
activities.  RFMD will not reimburse you for personal political contributions.


We may sometimes express RFMD's views on local and
national issues that affect our operations.  If we do, we may use our funds and
resources when permitted by law.  We may also make limited contributions to
political parties or candidates in jurisdictions where it is legal and
customary to do so.  No employee may make or commit to political contributions
on our behalf without approval from the Compliance Officer. 


Reporting of Code Violations


You are required to report actual or suspected
violations of this Code.  You should initially report violations to your
supervisor.  You should also seek his or her advice if you have a question or
concern about compliance with this Code, other policies and procedures or
applicable laws, or if you have a question about the right thing to do in a
particular situation.  In many cases, the supervisor will be more knowledgeable
about the question and will appreciate being brought into the decision-making
process. You should remember that it is your supervisor's responsibility to
help solve problems.


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In cases where it might be inappropriate or uncomfortable for you to
discuss an issue or question with your supervisor, or if the supervisor does not
address the issue or question to your satisfaction, you should discuss the
matter with the Compliance Officer.  If you do not feel comfortable discussing
the matter with the Compliance Officer, you should contact the Chairman of our
Governance and Nominating Committee, whose name appears on our website.  You
may identify yourself or choose to remain anonymous.




Supervisors are required to report alleged violations
of this Code to the Compliance Officer promptly after receipt.  The Compliance Officer is required to investigate
each such report to determine if a violation of the Code has occurred.  If such
a violation has occurred, the Compliance Officer will work with the appropriate
RFMD personnel (who may vary depending on the nature of the violation) to
achieve an appropriate and satisfactory resolution.




The Compliance Officer has reporting responsibility to the Chairman of
the Governance and Nominating Committee of the Board.  The Compliance Officer
will make quarterly reports to the Governance and Nominating Committee
concerning alleged violations of this Code reported to the Compliance Officer
by employees or their supervisors since the most recent quarterly report.  The
Compliance Officer's report will also describe the status of any pending investigations
of alleged violations and the resolution of any  previously ascertained
violations of the Code.  In addition, upon the request of the Chairman of the
Governance and Nominating Committee, the Compliance Officer will report to the
Governance and Nominating Committee regarding the effectiveness and
administration of this Code. 




Enforcement of this Code


If you violate
this Code you will be subject to disciplinary action, including termination.


We will
investigate alleged violations of this Code and provide any person who is
alleged to have violated this Code a fair opportunity to be heard regarding the
alleged conduct.  All employees are expected to cooperate in internal
investigations of misconduct.


Disciplinary
measures will depend on the circumstances of the violation and will be applied
in consultation with your Human Resources representative.  Consideration will
be given to whether or not a violation was intentional, as well as whether an
employee acted in good faith in reporting the violation and cooperated with any
resulting investigation or corrective action.


No Retaliation


Our policy prohibits retaliation in any form against
an employee who in good faith reports a suspected violation of this Code.  This
policy applies even where the good faith allegation proves ultimately
groundless.  Any employee who violates our non-retaliation policy will be
subject to disciplinary action.  Any employee who knowingly makes a false or
misleading report also will be subject to disciplinary action.


Except as required by law, we will take reasonable steps to safeguard
the confidentiality of statements and other information that you report under
this Code, unless it is not practicable to do so or the interests of RFMD
require disclosure.  




Waivers


 


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Any waiver of any provision of this Code for executive officers and
directors may be made only by our Board of Directors and will be promptly
disclosed, along with the reasons for the waiver, as required by the rules of
The Nasdaq Stock Market or by applicable law.  Our "executive officers" for
this purpose are those officers who are required to file reports of their stock
transactions under Section 16 of the Securities Exchange Act of 1934.




If the Compliance Officer receives a request for consent or approval
from an executive officer or director in accordance with any provision of this
Code, the Compliance Officer will consult with the Chairman of the Board to
determine whether the granting of such consent or approval constitutes a waiver
for the purpose of the Board approval requirement.




Conclusion


Decisions about business conduct and ethics are not always easy to
make, but it is always important for each of us to do the right thing and for
RFMD to be viewed as a responsible and ethical company.  We have prepared this
Code to help guide your actions when you are faced with these important
decisions.  Please remember the practical questions, set out at the beginning
of this Code and repeated below, that you should ask yourself when you are
faced with a decision or situation that requires you to apply the general
principles described in this Code:




1.   What is in RFMD's best interest?


2.   What RFMD policies and practices are relevant?


3.   How would I feel about explaining my actions to a
trusted relative or friend outside of 

      RFMD?


4.   How would I feel if an account of my actions were
reported on local television or in the 

      newspaper?  


5.   Would a reasonable person think my actions were
honest and fair?


6.   What laws and regulations - U.S. and foreign -  apply to this decision or situation?




Even after you have considered these questions, you may be unsure about
what to do.  If you have any concerns or questions about how this Code might
apply to you, you should contact your supervisor or our Compliance Officer.  The
Compliance Officer is Suzanne Rudy, 7628 Thorndike Road, Greensboro, NC 27409-9421 (tel.: 336-931-7112), and the Compliance Officer's e-mail address is
complianceofficer@rfmd.com. 


 


 
                                                                                                                               

Amended and Restated August 2, 2006 

 


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