Product Discontinuation Notice Number DN-49

June 30, 2003

Attention: Purchasing Manager or Philips Semiconductors' Products Manager
Subject: Product Discontinuation Notice Number DN-49

Dear Philips Semiconductors Customer or Distributor:

This letter confirms to your company that Philips Semiconductors is discontinuing the manufacture of a number of its' integrated circuits and discrete semiconductors listed on Exhibit A to this letter. In accordance with Philips Semiconductors' 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 final lifetime purchases of the discontinued products that still can be supplied by Philips.

While Exhibit A contains a number of Philips discontinued end-of-life part types, this list represents a small percentage of Philips' 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 parts list may also cover a number of versions or selections of the same basic product.

A. PHILIPS SAN ANTONIO, TEXAS PLANT CLOSURE SPECIAL DN INFORMATION

On March 13, 2003, Philips announced the closure of its San Antonio, Texas USA application specific integrated circuits ("ASICs") wafer manufacturing plant by the end of September 2003. This plant manufactures older technology products. It's closure was required by Philips due to extended poor business conditions that made the continued operation of the San Antonio plant commercially impracticable beyond the end of Quarter 3, 2003. As a result of this Philips announcement, the ASIC products manufactured only in the San Antonio plant were affected with a last ordering date of June 3, 2003 for remaining available plant capacity. ASIC products manufactured in Philips' other wafer fabrication plants, other than Philips' San Antonio plant, are not affected by this DN-49 notice unless otherwise indicated in Exhibit A.

In order to implement this San Antonio plant closure as soon as possible to meet the last time plant closure manufacturing conditions, Philips notified its worldwide customers and distributors of this action in a special Customer Product Change Notice ("CPCN") dated March 28, 2003. This CPCN contained the unique last time ordering and purchase conditions for the affected ASIC part types due to this accelerated plant closure. Additionally, this CPCN notice contained ASIC products that were previously discontinued by Philips over the past several years (for information record purposes), as well as recently purchased active San Antonio ASIC products with their applicable last time buy conditions. Therefore, this Philips' March 28, 2003 CPCN notice served as Philips official discontinuation notice for the San Antonio plant closure ASIC Products.

This DN-49 notice includes a number of the same San Antonio ASIC products also listed in the referenced CPCN. These part types are those discontinued San Antonio ASIC that (a) were active on Philips sales records over the past two (2) years, and (b) have not previously appeared on a prior Philips' official product discontinuation notice (other than the referenced March 28, 2003 CPCN). These ASICs are therefore listed to again notify our customers and distributors that these ASICs are now permanently discontinued. Most of these ASIC part types are coded as "not manufacturable (code 1) since orders may no longer be accepted. A few of the part types may have limited availability conditions noted because excess ASIC die may exist, or a die supply program has been put in place for specific customers.

B. DISCONTINUED PRODUCT NOTIFICATION

1. Philips Semiconductors has an extensive discontinued products ("EOL") public web-site that contains our recent product discontinuation notices and other general information about Philips discontinued product policy and process. This DN-49 product discontinuation notice can also be found on this web-site after July 7, 2003. Additionally, any updated information concerning this DN-49 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 discontinuation site at the following Philips' internet address: http://www.nxp.com/eol/

C. DISCONTINUED PRODUCTS: EXHIBIT "A" CODING

The attached information, format and coding structure applies to Exhibit A and to this DN-49 notice. This format is designed for improved data sorting of key information and coding fields as described below:

1. Philips' Type Number: (Column 1): The first column contains Philips full part number as carried by Philips part number system ("Prime System").
   
   
2. Philips North America (N. A.) Part Number (Column 2): Certain older Philips' part types may also be sold under Philips North America's part number system and may carry duplicate part number identifiers. In the event that there is a different North America callout for some of these products, two different part numbers will be shown for the same Philips' discontinued Type Number (e.g. Philips' Type Number and Philips' 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 Philips' Type Number, then a unique North America Part Number for that Philips' Type has not been identified.
   
   
3. Philips' Part Number Description (Column 3): This column lists Philips' short product description ("SSPD") or a brief product description of the discontinued product supplied by the product group.
   
   
4. 4. Philips' 12NC Number (Column 4): Exhibit A also includes a column designated as "12NC Number". This number represents Philips 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 Type Code: (Column 5):
   
   Code "T": Discontinuation of full Philips' Type & North America Part Number: All Part Type packaging and packing options are discontinued.
   
   Code "N": One of the part type packaging options is pruned (at least one other packaging or packing option of the same product 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 products are designated with a "C". A customer specific product is a part type that is uniquely produced or processed by Philips for a specific customer only.
   
   
7. Source Code (Column 7):
   
   Non-Availability - Code "1": Some part types may not be available and are identified with a not-available, (Code 1). Philips can no longer produce Code 1 products and no supply 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 Philips DN notice is entered for Code 1 Products as the last time ordering and delivery dates (zero days notice applies).
   
   Limited Availability - Code "2": For limited availability products, a unique manufacturing or limited inventory or time condition exists. Where limited availability coded products are still manufacturable, a limited quantity of the product has been, or will be, produced within Philips Semiconductors' remaining capacity to meet our customers or distributors commercially reasonable last time buy orders. These Code 2 products shall be scheduled on a first-come/first-serve basis until the remaining part type manufacturing capacity or inventory is depleted. When the inventory for these limited availability is depleted, no additional last time buy orders can be supplied by Philips. Note: Special limited last time ordering conditions apply to Philips San Antonio plant closure discontinued products. See Section A above.
   
   Standard Availability - Code "3": Code 3 products have no known supply restriction and last time customer and distributor orders can be met according to Philips' discontinued product (DOD) policy.
   
   Last Time Buy ("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) condition and shorter time period applies, Philips allows a six (6) month last order period for multiple-source ("M") products, a nine (9) month last order time period for sole-source ("S") and customer specific ("C") products. All LTB dates are measured from the date of this notice (ie: June 30, 2003). Dates are shown as "date-month-year". Note: Special limited last time ordering conditions apply to Philips San Antonio plant closure discontinued products. See Section A above.
   
   Last Time Delivery Period (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, Philips allows a twelve (12) month delivery time period for discontinued products measured from the date of this notice (twelve months from ie: June 30, 2003. Note: Special limited last time buy conditions apply to Philips San Antonio plant closure discontinued products. See Section A above.
   
   Suggested Replacement Part (Column 10): This column contains any known Philips' or industry replacement products for the discontinued Philips' Type numbers. This is "reference only" information. Philips replacement part designation is NOT intended as a statement of warranty indicating that the listed replacement products meet the same form, fit, function or performance of the discontinued product until such time as Philips' customers or distributors qualify such products to their specifications. Contact Philips' local sales or marketing representatives for further assistance concerning any replacement products.
   
   Notice Comments (Column 11): This area includes any additional information about the discontinued products.

D. LAST TIME BUY TERMS AND CONDITIONS

Carefully review this information and notify your purchasing offices and buyers to place your company's final purchases for available discontinued products with Philips as soon as possible according to the following last time buy terms and conditions. Note: See the special last time buy conditions apply to the sale of Philips San Antonio, Texas plant closure ASIC products indicated in Section A above and in Philips' March 28, 2003 CPCN notice.

1. GENERAL: Last time ordering conditions may vary by product. Refer to Exhibit A. The Last Time Buy Date automatically expires when the final available part type inventory quantity or production unit has been scheduled and/or sold by Philips.
   
   
2. DELIVERY DATES: Last time delivery conditions may vary by product. Refer to the above coding information covering Column 9 of Exhibit A. Philips final delivery date(s) may be affected by limited supply conditions.
   
   
3. ORDER PLACEMENT: Discontinued product orders placed with Philips Semiconductors must be clearly identified as a "Last Time Buy". Each order must: (a) reference DN-49; (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 Philips Semiconductors' standard minimum order policy; and (d) otherwise conform to all other applicable conditions in this notice.
   
   
4. PRICING: The unit sales price for purchase of the available discontinued products covered by this notice will be as follows:
   
   
   1. If a current volume purchase agreement is on file in Philips 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.
      
      
   2. 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 Philips for the offered part type quantities until the quote has expired, or until the quoted quantities have been purchased.
      
      
   3. Where a volume purchase agreement or a Philips' standalone quote is not in effect, the Product unit price will be subject to Philips' individual price quotation of your company's last time buy requirements.
      
      
5. ACKNOWLEDGEMENT & DELIVERY: Philips will acknowledge each acceptable discontinued product order in writing or by Electronic Data Interchange ("EDI"). Philips will attempt to meet your company's requested delivery date(s) wherever possible. However, Philips Semiconductors' acknowledged delivery date(s) are deemed to be approximate because of the special circumstances associated to last time product manufacturing conditions.
   
   
6. ORDER ACCEPTANCE/CHANGE CONDITIONS:
   1. a) Philips Semiconductors 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 Philips Semiconductors prior written authorization and payment of termination charges for the ordered discontinued products at the full product unit sales price.
      
      
   2. b) Philips Semiconductors reserves its right to make changes in the 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 Philips Semiconductors' last time manufacturing capabilities, or for commercially impracticable circumstances, which makes delivery not feasible.
      
      
7. QUANTITIES: : The following supply conditions apply to final buy quantities for available discontinued products.
   
   
   1. FIRST: The quantities in any existing unfilled orders and contracts acknowledged by Philips Semiconductors will be honored, then
      
      
   2. NEXT:The unfilled quantities in any volume agreement(s) or quantities in unexpired standalone quote(s) will be accepted, and
      
      
   3. FINALLY: Philips will shall accept reasonable added quantities of discontinued products that Philips Semiconductors quotes based upon your company's identified requirements.
      
      IN THE EVENT OF CONFLICT FOR LIMITED AVAILABILITY PRODUCTS, THE QUANTITIES FOR THE CUSTOMER'S OR THE DISTRIBUTOR'S ORDERS WILL BE DETERMINED ON A "FIRST-COME FIRST-SERVE BASIS". THESE PRODUCTS WILL ALSO BE SUBJECT TO PHILIPS' AVAILABLE INVENTORY AND REMAINING MANUFACTURING CAPACITY FOR THE PRODUCT.
      
      
8. DISTRIBUTION SALES: IIf you are a Philips Semiconductors' distributor customer, please contact your authorized Philips' 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 and with the distributor. You may also find additional information about Philips Semiconductors' discontinued products on our discontinued products internet web-site at: http://www.nxp.com/products/eol/

E. LIMITED WARRANTY

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

1. Philips Semiconductors will accept all valid discontinued product warranty claims for credit only, unless a replacement order is otherwise agreed to by Philips and the replacement product(s) can still be manufactured or otherwise delivered from Philips' remaining inventory.
   
   
2. The applicable warranty period for making any return claims for discontinued products subject to this notice will be no later than ninety (90) days following delivery of the discontinued products.
   
   
3. Any return claims must be made under Philips Semiconductors' current Return Material Authorization ("RMA") procedures.

F. DISCLAIMER AND ADDITIONAL PROVISIONS

Except as provided for elsewhere in this notice, the applicable terms and conditions of sale for Philips' discontinued products will be the unmodified terms and conditions in Philips Semiconductors' standard order acknowledgement (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.

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

G. CORRECTION/RE-ACTIVATION OF PREVIOUSLY DISCONTINUED PRODUCTS.

From time-to-time, Philips may elect to re-activate a previously discontinued product, or Philips may identify additional information to help clarify a previously discontinued product. Such product re-activation or additional discontinued product information is made directly onto Philips public internet EOL web-site at the time such product information becomes available by our product market representatives. Refer to Philips' EOL internet web-site for any Philips' product re-activation or other updated information concerning our previously announced discontinued products.

Philips is attaching a separate Exhibit B to this DN-49 notice at the request of certain of our business lines. This Exhibit B is for general clarification and information purposes only to list products that have been covered by previous discontinued product alerts.

For specific product inquiries in this notice, please contact your local Philips Semiconductors' sales or distributor representative. General questions regarding this discontinuation notice should be referred to myself or to Ms. Patricia Griffin, Philips Semiconductors' Contracts Department, San Jose, California at: Phone: (408) 474-8108, Fax: (408) 474-8325, Email:  Patricia Griffin. Or, as previously indicated, refer to the Philips' public "EOL"discontinued products web-site at: http://www.nxp.com/products/eol/.

We regret any inconvenience and impact this revised DN-49 notice may cause your company. Philips Semiconductors' sales, marketing and distribution personnel stand ready to assist you in placing your company's final orders, or in providing discontinued product information you require.

On behalf of Philips Semiconductors, we appreciate your understanding and assistance in helping us to help you minimize the impact of this product discontinuation on your company. We look forward to Philips' continued support of your company's semiconductor requirements from our extensive product portfolio in the years to come.

Very truly yours,

PHILIPS SEMICONDUCTORS

 Craig Ash
Contracts-Legal Department

Enclosures:
 Exhibit A - DN-49 Discontinued Product List Dated June 30, 2003.
 Exhibit B - Correction/Re-activation of Previously Discontinued Products