**Exhibit 1(ii)(A)****Rules of Procedure****for the management board of****Qimonda AG**- Version of May 2006 -**§ 1****General**     The members of the management board shall conduct the business of the company, observing thedue care of an orderly and conscientious manager in accordance with the provisions of thelaw, articles of incorporation, rules of procedure, business distribution plan and theirrespective service agreements.**§ 2****Management by the individual members of the management board**(1) The areas of responsibility of the members of the management board may be found in thebusiness distribution plan. Each management board member is solely responsible for the areaassigned to him in the business distribution plan. However, sole power of representation isnot thereby established. Irrespective of the distribution of business area, each managementboard member shall be responsible for the management of the business as a whole. (2) The chairman of the management board shall be informed on an on-going basis of all materialmatters arising in connection with the areas of responsibility of other management boardmembers and may request information about individual matters from the business areas of othermembers of the management board at any time.
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(3) Whenever measures and transactions of one business area simultaneously affect one or moreother business areas, the responsible management board member must consultwith the other management board members in advance of effecting a decision. In the event of afailure to reach agreement, each management board member involved is required to have aresolution adopted by the full management board before acting, unless an immediate measure isdeemed necessary (at the discretion of the management board member, taking into account hisduties to the company) (*pflichtgemäßes Ermessen*) to avoid imminent adverse consequences forthe company. The chairman of the management board is to be informed immediately, and the fullmanagement board at the next regularly scheduled meeting, that such independent action hasbeen taken. (4) The members of the management board shall work together cooperatively. They shall inform eachother on an ongoing basis of important measures and occurrences in their areas of business.If a board member has concerns about a particular decision that cannot be relieved byconsulting the responsible management board member, the responsible management board memberwill be required to have a resolution adopted by the full management board before takingaction. (5) Measures and business of extraordinary importance for the company or associated with anextraordinary economic risk shall require the prior consent of the full management board,provided that subject to its due discretion an immediate measure is not required in order toavoid imminent adverse consequences for the company. Para. 3 sentence 3 shall apply *mutatismutandis*.**§ 3****Decisions of the full management board**(1) Irrespective of the provision in § 2 of these rules of procedure, the management board as awhole shall decide
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 a) matters requiring a decision by the full management board by law, the articles ofincorporation or according to these rules of procedure,  b) matters requiring the consent of the supervisory board or the approval of theshareholders, or that must be submitted to the supervisory board or at a generalshareholders’ meeting by law or according to the articles of incorporation,  c) matters concerning or to be included in the annual financial statements, theconsolidated financial statements, the management report (*Lagebericht*) and the groupmanagement report of the company (*Konzernlagebericht*),  d) fundamental issues concerning the organization, business policy and investmentand financial planning of the company,  e) matters concerning the calling of the general shareholders’ meeting andapplications and proposals by the management board concerning the adoption ofresolutions by the general shareholders’ meeting,  f) in the cases provided in § 6 para. 2 sentence 2,  g) on all matters not assigned by the distribution of business to an area ofbusiness of one management board member.(2) The full management board may request individual members of the management board to implementthe resolutions and carry out measures for which the full management board is responsible orto form committees of the management board for this purpose.**§ 4****Chairman of the management board**(1) Within the scope of these rules of procedure and the business distribution plan, the chairmanof the management board shall establish the areas and manner in
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  which cooperation between several members of the management board is expected to occur. Thechairman shall arrange for the cooperation between members of the management board,particularly in overlapping areas of business. The chairman of the management board shallestablish which types of matters require being submitted to him for prior discussion. (2) The chairman of the management board may object to measures taken by management board membersin managing the business. If the chairman of the management board avails himself of thisright of objection, the management measures shall not be conducted until the full managementboard has assented to the measure. (3) If the management board does not adopt a resolution pursuant to § 6 para. 7 in casesrequiring decision by the full management board, the chairman of the management board maysubmit the matter to the supervisory board and request its opinion. The opinion of thesupervisory board is to be submitted to the chairman of the management board, who shall informthe full management board of the opinion. The full management board shall then review thematter and reach a decision. (4) The chairman of the management board shall represent the management board and the companybefore the public, in particular, to authorities, associations, trade organizations andpublication media. These tasks may be transferred to another management board member at thechairman’s discretion for certain types of matters or in individual cases.**§ 5****Business distribution plan**(1) Taking the service agreements of the individual members of the management board into account,the chairman of the management board shall propose the business distribution plan.
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(2) Issuance, amendment or rescission of the business distribution plan requires a unanimousdecision of the full management board. In the event of a failure to reach a unanimousdecision, the chairman of the management board shall request that the supervisory board be incharge of the distribution of business. (3) Promptly after being established, the business distribution plan shall be submitted togetherwith the rules of procedure to the supervisory board for approval. This shall also apply toamending the business distribution plan.**§ 6****Meetings and resolutions**(1) Within a period appropriate to the circumstances, meetings of the management board includingan announcement of the agenda shall be called and chaired by the chairman of the managementboard. (2) Meetings of the management board shall take place at regular intervals. Meetings shall becalled if considered necessary by the chairman of the management board or upon request by thesupervisory board or a member of the management board. In either case, meeting shall bepreceded by the distribution of information about the matters to be addressed. (3) The chairman of the management board may specify that persons not belonging to the managementboard may be consulted in discussions of certain matters. (4) Resolutions of the management board shall generally be adopted in meetings. By direction ofthe chairman of the management board, resolutions may be adopted outside of meetings by votingin writing or by telephone, fax or e-mail if no other management board member promptly objectsto this procedure. (5) A quorum of the management board shall be constituted, notwithstanding the provision inparagraph 8, if all members of the management board participate in
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  the adoption of resolutions in one of the forms specified in para. 4 or 6 of this section.   A management board member is considered to have taken part in the adoption of a resolution byabstaining from voting. (6) Absent members of the management board may participate in adopting management boardresolutions by having votes submitted in writing by other management board members. They mayalso cast their vote in writing or by telephone, fax or e-mail. (7) The management board shall adopt resolutions based on all votes of its members subject to theprovision in para. 8. (8) Resolutions concerning matters in a business area assigned to an absent management boardmember may only be discussed and adopted in urgent cases. The absent member is to be notifiedpromptly of the result of the adoption of resolutions in a suitable form. If the result ofthe adoption of the resolution does not meet with the approval of the absent management boardmember, that board member shall promptly object thereto to the chairman of the managementboard. The subject matter of the adopted resolution shall then be discussed again,considering orally or textually stated grounds for the objection, at the next meeting andfinally decided. (9) Minutes of each meeting of the management board are to be prepared, specifying the place anddate of meeting, the participants, the agenda and the content of management board resolutions.The minutes shall be sent by the chairman of the management board to all members of themanagement board. The minutes shall be deemed approved if none of the members of themanagement board objects by the beginning of the next meeting following receipt of theminutes.
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**§ 7****Committees**(1) Management board committees may be formed to conduct audits and prepare and implementmanagement board resolutions. The formation of management board committees shall be decided bythe full management board by proposal of the chairman of the management board. (2) Management board committees may issue rules of procedure to themselves, specifying thedetails of their activities within the scope of the authorization granted by the managementboard.**§ 8****Cooperation with the supervisory board**(1) The requirement of reporting to the supervisory board with respect to the matters specifiedin § 90 of the German Stock Corporation Act (*Aktiengesetz: AktG*) is the responsibility of thefull management board under the direction of the chairman of the management board. As a rule,the management reports shall be submitted in writing unless oral reporting suffices or iscalled for in individual cases due to urgency. (2) Apart from the reporting pursuant to para. 1 of this section, the chairman of the managementboard shall regularly inform the chairman of the supervisory board orally of the developmentof business and the situation of the company, including its associated companies. According tothe preference of the chairman of the management board, this information may also be providedin writing. All members of the management board shall assist the chairman of the managementboard in performing this task. (3) All matters of particular importance for the company shall be promptly reported to thechairman of the supervisory board by the chairman of the management board orally or inwriting.
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(4) Members of the management board shall submit all reports and applications to the chairman ofthe management board for review and eventual submission to the supervisory board.**§ 9****Transactions requiring approval**The following transactions may currently be conducted by the management board only with theapproval of the plenum of the supervisory board:(1) Financial and investment planning, including the budget and the specification of debtceilings; (2) Investments in fixed assets, holdings and financial investments and divestments to the extentan individual project exceeds 10% of the currently valid total investment budget; (3) Granting sureties, guarantees and loans to third parties outside the group in an amountexceeding 5% of the share capital of the consolidated balance sheet.
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