RF MICRO DEVICES INC
EXHIBIT 10
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exh105.txt
<DESCRIPTION>EXHIBIT 10
<TEXT>

                                                                    Exhibit 10.5

                    NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN

                                       OF

                             RF MICRO DEVICES, INC.

                (As Amended and Restated Through March 27, 2001)

<PAGE>



                    NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
                                       OF
                             RF MICRO DEVICES, INC.
                (As Amended and Restated Through March 27, 2001)


1.       Purpose.
         -------

         The  purposes of the  Nonemployee  Directors'  Stock  Option Plan of RF
Micro  Devices,  Inc.,  as amended  and  restated  through  March 27,  2001 (the
"Plan"),  are to compensate  nonemployee  members of the Board of Directors (the
"Board") of RF Micro Devices,  Inc. (the "Corporation") for their service on the
Board,  encourage  and enable  such  members to  acquire  or to  increase  their
holdings of common stock of the  Corporation  (the  "Common  Stock") in order to
promote a closer identification of their interests with those of the Corporation
and its shareholders,  thereby further  stimulating their efforts to enhance the
efficiency,  soundness,  profitability,  growth  and  shareholder  value  of the
Corporation,   and  allow  the  Corporation  to  attract  and  retain  qualified
nonemployee members of the Board. These purposes will be carried out through the
granting of stock options to nonemployee Directors. Such options include options
granted  to  nonemployee  Directors  upon  consummation  of  an  initial  public
offering,  and, with respect to nonemployee Directors elected to the Board after
consummation  of an  initial  public  offering,  upon the  initial  election  or
appointment to the Board (collectively,  "Initial Awards"),  and options granted
to  nonemployee  Directors on an annual basis after  consummation  of an initial
public offering ("Annual Awards"). Initial Awards and Annual Awards are referred
to  collectively  herein as "Options"  and  individually  as an  "Option."  Such
Options are not intended to qualify for  treatment as  incentive  stock  options
described in Section 422 of the Internal  Revenue Code of 1986,  as amended (the
"Code"). For the purposes herein, a "nonemployee Director" shall mean a Director
who is not at the time an option is granted an employee of the  Corporation or a
related corporation.

2.       Administration of the Plan.
         ---------------------------

                  (a) The Plan shall be  administered  by the Board of Directors
         of the  Corporation,  or,  upon  its  delegation,  by the  Compensation
         Committee  of  the  Board  (the  "Committee").  To  the  extent  deemed
         necessary or advisable by the Board,  the  Committee  shall  include no
         fewer than the minimum number of "non-employee directors," as such term
         is defined in Rule 16b-3 promulgated under the Securities  Exchange Act
         of 1934, as amended (the  "Exchange  Act"),  as may be required by Rule
         16b-3 or any successor  rule. For the purposes  herein,  the Board and,
         upon its delegation of administrative  authority to the Committee,  the
         Committee,  shall (except for references to the Board in Section 13) be
         referred to herein as the "Administrator."

                  (b) Any action of the  Administrator may be taken by a written
         instrument  signed by all of the members of the  Administrator  and any
         action so taken by written consent shall be as fully effective as if it
         had been taken by a majority of the members at a meeting  duly held and
         called.  Subject to the provisions of the Plan, the Administrator shall
         have full and final authority, in its discretion,  to establish,  amend
         and rescind rules and regulations for the  administration  of the Plan;
         to construe and interpret the Plan, the rules and regulations,  and the
         agreements  evidencing  Options granted under the Plan; and to make all
         other  determinations  deemed necessary or advisable for  administering
         the Plan. In addition, the Administrator shall have complete authority,
         in its discretion,  to accelerate the date that any Option shall become
         exercisable in whole or in part,  even if such Option was not otherwise
         exercisable,  without any  obligation  to  accelerate  any other Option
         granted  to any  person.  No  member  of the  Board  or  Committee,  as
         applicable,  shall be  liable  while  acting as  Administrator  for any
         action or determination  made in good faith with respect to the Plan or
         any Option or agreement.

3.       Effective Date; Term of the Plan.
         ---------------------------------

         The  effective  date  of the  Plan  was  June  6,  1997,  the  date  of
consummation  of an initial  public  offering  (as  defined  in Section  6(a)(i)
herein)  (the  "Public  Offering  Date").  The Plan  was  amended  and  restated
effective January 26, 1999, and further amended and restated effective March 27,
2001.  Options may be granted under the Plan on or after the effective date, but
not after the tenth anniversary of the Public Offering Date.

4.       Shares of Common Stock Subject to the Plan.
         -------------------------------------------

         Subject to  adjustments  as provided  in this  Section 4, the number of
shares of Common Stock that may be issued  pursuant to Options  shall not exceed
in the aggregate  200,000 shares of authorized but unissued  Common Stock.  Such
shares shall be authorized but unissued  shares or shares  purchased on the open
market or by  private  purchase.  The  Corporation  hereby  reserves  sufficient
authorized shares to provide for the exercise of Options granted under the Plan.
Any shares subject to an Option which, for any reason,  expires or is terminated
unexercised  as to such shares may again be subject to an Option  granted  under
the Plan.  If there is any  change in the  shares of Common  Stock  because of a
merger,  consolidation or reorganization  involving the Corporation or a related
corporation,  or  if  the  Board  declares  a  stock  dividend  or  stock  split
distributable  in shares of Common Stock, or if there is a similar change in the
capital  structure of the  Corporation  or a related  corporation  affecting the
Common Stock,  the number of shares of Common Stock  reserved for issuance under
the Plan shall be  correspondingly  adjusted,  and the Administrator  shall make
such   adjustments  to  Options  or  to  any  provisions  of  the  Plan  as  the
Administrator  deems equitable to prevent  dilution or enlargement of Options or
as may otherwise be advisable.

5.       Eligibility.
         ------------

         An Option may be granted  only to an  individual  who is a  nonemployee
Director on the date the Option is granted. An eligible  participant in the Plan
is referred to herein as a "nonemployee Director" or a "Director."

6.       Grant of Options, etc.
         ----------------------

                  (a)      Initial Awards.
                           --------------

                           (i) Initial Awards Upon  Completion of Initial Public
                  Offering.  Each nonemployee Director in service at the time of
                  consummation of an initial public offering of the Common Stock
                  shall receive an Option for 10,000 shares of Common Stock. The
                  grant of such Initial  Award shall be  effective  concurrently
                  with the consummation of such initial public offering. For the
                  purposes of the Plan, the phrase  "consummation  of an initial
                  public  offering"  shall mean the closing of a firm commitment
                  underwritten  public  offering of the  Company's  Common Stock
                  pursuant to a  registration  statement on Form S-1 filed under
                  the Securities Act of 1933, as amended (the "Securities Act").

                           (ii)  Initial   Awards  Upon   Initial   Election  or
                  Appointment  to the Board.  Each  nonemployee  Director who is
                  first elected or appointed to the Board after  consummation of
                  an initial  public  offering and prior to March 27, 2001 shall
                  receive an Option to purchase  10,000  shares of Common Stock.
                  Each nonemployee Director who is first elected or appointed to
                  the Board on or after March 27,  2001 shall  receive an Option
                  to purchase  20,000 shares of Common Stock.  The date of grant
                  of such an Initial Award shall be the fifth business day after
                  the date of the  annual  meeting of  shareholders  as to those
                  nonemployee  Directors  who are  first  elected  at an  annual
                  meeting of  shareholders  and the fifth business day after the
                  date of  election  or  appointment  to the  Board  as to those
                  nonemployee  Directors  who are first  elected or appointed to
                  the Board other than at an annual meeting of shareholders.

                  (b)      Annual Awards.
                           -------------

                           (i) Each  nonemployee  Director who is  re-elected to
                  the Board by the  shareholders  of the Company at an annual or
                  other meeting of the shareholders occurring after consummation
                  of an initial  public  offering  and  before  the 1999  Annual
                  Meeting of Shareholders shall be granted,  on an annual basis,
                  an Option to purchase  5,000 shares of Common Stock.  The date
                  of grant of such an Annual  Award shall be the fifth  business
                  day after the date of the annual or other shareholders meeting
                  at which such Director is re-elected.

                           (ii) Each  nonemployee  Director who is re-elected to
                  the Board by the  shareholders  of the Company at an annual or
                  other  meeting of the  shareholders  commencing  with the 1999
                  Annual Meeting of Shareholders and ending immediately prior to
                  the 2001 Annual Meeting of Shareholders  shall be granted,  on
                  an annual  basis,  an Option to purchase  10,000 shares of the
                  Common Stock.  The date of grant of such an Annual Award shall
                  be the fifth  business  day  after  the date of the  annual or
                  other   shareholders   meeting  at  which  such   Director  is
                  re-elected.

                           (iii)  Commencing  with the 2001  Annual  Meeting  of
                  Shareholders,  each nonemployee  Director who is re-elected to
                  the Board by the  shareholders  of the Company at an annual or
                  other  meeting of the  shareholders  shall be  granted,  on an
                  annual  basis,  an Option  to  purchase  20,000  shares of the
                  Common Stock.  The date of grant of such an Annual Award shall
                  be the fifth  business  day  after  the date of the  annual or
                  other   shareholders   meeting  at  which  such   Director  is
                  re-elected.

7.       Option Price.
         -------------

         The price per share of Common Stock at which an Option may be exercised
(the  "Option  Price")  shall be the fair  market  value per share of the Common
Stock on the date the Option is granted.  For this purpose,  "fair market value"
shall be  determined in accordance  with the  following  provisions:  (i) if the
shares of Common Stock are listed for trading on the New York Stock  Exchange or
the American  Stock  Exchange,  the fair market value shall be the closing sales
price per share of the shares on the New York  Stock  Exchange  or the  American
Stock Exchange (as  applicable) on the date  immediately  preceding the date the
Option is  granted or such  other  determination  is made  (each,  a  "valuation
date"),  or, if there is no transaction  on such date,  then on the trading date
nearest  preceding the valuation  date for which  closing price  information  is
available,  and,  provided  further,  if the  shares  are  quoted on the  Nasdaq
National  Market or the Nasdaq SmallCap Market of the Nasdaq National Market but
are not listed for trading on the New York Stock  Exchange or the American Stock
Exchange,  the fair market value shall be the closing  sales price per share for
such stock (or the  closing  bid, if no sales were  reported)  as quoted on such
system on the date  immediately  preceding  the  valuation  date for which  such
information  is available;  or (ii) if the shares of Common Stock are not listed
or reported in any of the foregoing,  then fair market value shall be determined
in good faith in accordance with the applicable  provisions of Section 20.2031-2
of the Federal Estate Tax  Regulations,  or in any other manner  consistent with
the Code and accompanying regulations.

8.       Option Period and Limitations on the Right to Exercise Options.
         --------------------------------------------------------------

                  (a) The term of an Option (the "Option  Period")  shall be ten
         years from the date of grant.  Initial Awards shall become  exercisable
         as provided in Section  8(a)(i)  below,  and Annual Awards shall become
         exercisable as provided in Section  8(a)(ii)  below. To the extent that
         all or part of an Option becomes exercisable but is not exercised, such
         Option shall  accumulate and be exercisable by the Director in whole or
         in part at any time before the  expiration  of the Option  Period.  The
         total  number of shares  that may be acquired  upon the  exercise of an
         Initial  Award or Annual  Award  shall be rounded  down to the  nearest
         whole  share.  No  fractional  shares  shall be  issued.  Any Option or
         portion  thereof not exercised  before  expiration of the Option Period
         shall terminate.

                           (i) Initial  Awards.  Initial Awards that are granted
                  upon consummation of an initial public offering shall vest and
                  become exercisable in full immediately upon the date of grant.
                  Initial  Awards  that are  granted  after  consummation  of an
                  initial  public  offering  and prior to January 26, 1999 shall
                  vest and become  exercisable  in three equal  installments  on
                  each of the first  three  anniversaries  of the date of grant.
                  Initial  Awards that are granted  after January 26, 1999 shall
                  vest and become exercisable in three equal installments on the
                  date  of  grant  and  on  each  of  the   first   and   second
                  anniversaries of the date of grant.

                           (ii) Annual Awards.  An Annual Award granted prior to
                  the 1999 Annual Meeting of Shareholders  shall vest and become
                  exercisable in three equal  installments  on each of the first
                  three  anniversaries  of the date of  grant.  Commencing  with
                  Annual  Awards  granted in  conjunction  with the 1999  Annual
                  Meeting of  Shareholders  and for each  Annual  Award  granted
                  thereafter,   such   Annual   Award   shall  vest  and  become
                  exercisable in three equal  installments  on the date of grant
                  and on each of the first and second  anniversaries of the date
                  of grant.

                  (b) No Option  shall be  exercised  unless the Director is, at
         the time of exercise,  a  nonemployee  Director and has been a Director
         continuously since the date the Option was granted. Notwithstanding the
         foregoing,  if a  Director's  service on the Board  terminates  for any
         reason  (including  death),  that  portion  of  his  Option  which  was
         exercisable immediately before such termination may be exercised by the
         Director  (or, in the event of his death,  by such person or persons as
         shall have  acquired  the right to  exercise  the Option by will or the
         laws of intestate succession) at any time within 180 days following the
         date of such termination,  and after such 180-day period,  such Options
         shall terminate.

                  (c) An Option shall be exercised by giving  written  notice to
         the  Administrator  or its  designee  at such  time  and  place  as the
         Administrator  shall  direct.  Such notice shall  specify the number of
         shares to be purchased pursuant to an Option and the aggregate purchase
         price to be paid  therefor,  and shall be accompanied by the payment of
         such  purchase  price.  Such payment  shall be in the form of (i) cash;
         (ii) delivery (by either actual  delivery or  attestation) of shares of
         Common  Stock  owned by the  Director  at the time of  exercise;  (iii)
         shares of Common Stock withheld upon exercise; (iv) delivery of written
         notice of exercise  to the  Administrator  and  delivery to a broker of
         written  notice of exercise and  irrevocable  instructions  to promptly
         deliver to the  Corporation  the amount of sale or loan proceeds to pay
         the Option  Price;  or (v) a  combination  of such  methods.  Shares of
         Common  Stock  tendered or withheld in payment  upon the exercise of an
         Option  shall be  valued  at  their  fair  market  value on the date of
         exercise, as determined in accordance with Section 7 herein.

                  (d) A  Director  or  his  legal  representative,  legatees  or
         distributees shall not be deemed to be the holder of any shares subject
         to an  Option  and  shall not have any  rights  as a  shareholder  with
         respect to such shares  unless and until  certificates  for such shares
         are issued to him or them under the Plan. A certificate or certificates
         for shares of Common Stock acquired upon exercise of an Option shall be
         issued in the name of the Director (or his beneficiary) and distributed
         to the Director (or his  beneficiary) as soon as practicable  following
         receipt of notice of exercise and payment of the purchase price.

9.       Nontransferability of Options.
         ------------------------------

                  (a) An Option shall not be transferable  other than by will or
         the  laws of  intestate  succession,  except  as (i)  may be  otherwise
         provided in an individual option agreement and (ii) may be permitted by
         the   Administrator  in  a  manner  consistent  with  the  registration
         provisions  of the  Securities  Act.  Except as may be permitted by the
         preceding   sentence,   an  Option  shall  be  exercisable  during  the
         Director's   lifetime   only  by  him  or  by  his  guardian  or  legal
         representative.

                  (b) To the extent  required  by Rule  16b-3,  shares of Common
         Stock  acquired  upon  exercise  of an Option  shall not,  without  the
         consent of the Administrator,  be disposed of by the Director until the
         expiration of six months after the date the Option was granted.

10.      Certain Definitions.
         --------------------

         For purposes of the Plan,  the  following  terms shall have the meaning
indicated:

                  (a)      "Related corporation" means any parent, subsidiary or
         predecessor of the Corporation.

                  (b)   "Parent"   or  "parent   corporation"   shall  mean  any
         corporation  (other  than  the  Corporation)  in an  unbroken  chain of
         corporations  ending with the Corporation if, at the time as of which a
         determination   is  being  made,  each   corporation   other  than  the
         Corporation  owns stock  possessing  fifty percent or more of the total
         combined voting power of all classes of stock in another corporation in
         the chain.

                  (c)  "Subsidiary"  or  "subsidiary   corporation"   means  any
         corporation  (other  than  the  Corporation)  in an  unbroken  chain of
         corporations beginning with the Corporation if, at the time as of which
         a  determination  is being made, each  corporation  other than the last
         corporation in the unbroken chain owns stock  possessing  fifty percent
         or more of the total  combined  voting power of all classes of stock in
         another corporation in the chain.

                  (d)  "Predecessor"  or  "predecessor   corporation"   means  a
         corporation  which was a party to a  transaction  described  in Section
         424(a) of the Code (or which would be so described if a substitution or
         assumption under that section had occurred) with the Corporation,  or a
         corporation  which is a parent or subsidiary of the  Corporation,  or a
         predecessor of any such corporation.

11.      Stock Option Agreement.
         -----------------------

         The  grant of any  Option  under  the Plan  shall be  evidenced  by the
execution of an agreement  (the  "Agreement")  between the  Corporation  and the
Director.  Each such Agreement  shall set forth the date of grant of the Option,
the  Option  Price,  the  Option  Period  and any  other  applicable  terms  and
conditions.

12.      Restrictions on Shares.
         -----------------------

         The Corporation  may impose such  restrictions on any Options or shares
issued  pursuant to the  exercise of Options  granted  hereunder  as it may deem
advisable,  including without  limitation  restrictions under the Securities Act
and the requirements of any applicable self-regulatory organization and any blue
sky or securities laws applicable to such shares. Notwithstanding any other Plan
provision  to the  contrary,  the  Corporation  shall not be obligated to issue,
deliver or transfer  shares of Common  Stock under the Plan or to take any other
action  unless such action is in  compliance  with  applicable  laws,  rules and
regulations  (including  but not  limited  to the  requirements  of the  federal
securities laws). The Corporation may cause a restrictive legend to be placed on
any certificate  issued pursuant to the exercise of an Option granted  hereunder
in such  form as may be  prescribed  from  time to time by  applicable  laws and
regulations or as may be advised by legal counsel to the Corporation.

13.      Amendment or Termination.
         -------------------------

         The Plan and any Option may be amended or  terminated  by action of the
Board;  provided,  that (i)  amendment  or  termination  of an Option shall not,
without the consent of a nonemployee  Director,  adversely  affect the rights of
such  nonemployee  Director with respect to an  outstanding  Option held by such
nonemployee  Director;  and (ii)  approval  of an  amendment  to the Plan by the
shareholders  of the Corporation  shall be required to the extent,  if any, that
shareholder  approval of such  amendment is required by applicable  law, rule or
regulation.  The term of the Plan shall end on the earlier of: (i) the effective
date of  termination of the Plan by the Board or (ii) the date that Options have
been granted to purchase all of the  aggregate  shares which are  available  for
Options hereunder. Any Options outstanding at the end of the term shall continue
to be outstanding  and  exercisable  for the remainder of the applicable  Option
Period.

14.      Section 16(b) Compliance.
         -------------------------

         It is the general intent of the Corporation that transactions under the
Plan shall comply in all respects  with Rule 16b-3 under the Exchange  Act, and,
if any Plan provision is later found not to be in compliance  with Section 16 of
the Exchange Act, the provision shall be deemed null and void, and in all events
the  Plan  shall  be  construed  in  favor  of  Plan  transactions  meeting  the
requirements of Rule 16b-3 or successor rules applicable to the Plan.

15.      Applicable Law.
         ---------------

         Except as otherwise  provided  herein,  the Plan shall be construed and
enforced according to the laws of the State of North Carolina, without regard to
the principles of conflicts of laws.

16.      Change of Control.
         ------------------

                  (a)  Notwithstanding  any other  provision  of the Plan to the
         contrary,  in the event of a Change of Control  (as  defined in Section
         16(c) herein), all Options outstanding as of the date of such Change of
         Control shall become fully  exercisable,  whether or not then otherwise
         exercisable.

                  (b) Notwithstanding  the foregoing,  in the event of a merger,
         share exchange,  reorganization or other business combination affecting
         the Corporation or a related corporation, the Administrator may, in its
         sole and absolute discretion, determine that any or all Options granted
         pursuant  to the Plan shall not become  exercisable  on an  accelerated
         basis,  if the  board  of  directors  of  the  surviving  or  acquiring
         corporation,  as the  case  may  be,  shall  have  taken  such  action,
         including but not limited to the  assumption  of Options  granted under
         the Plan or the  grant of  substitute  awards  (in  either  case,  with
         substantially  similar terms as Options  granted under the Plan), as in
         the opinion of the Administrator is equitable or appropriate to protect
         the  rights  and  interests  of  participants  under the Plan.  For the
         purposes  herein,  if the  Committee  is  acting  as the  Administrator
         authorized  to make the  determinations  provided  for in this  Section
         16(b),  the  Committee  shall be appointed  by the Board of  Directors,
         two-thirds  of the  members of which shall have been  directors  of the
         Corporation  prior to the merger,  share  exchange,  reorganization  or
         other  business  combinations  affecting the  Corporation  or a related
         corporation.

                  (c)      For the purposes herein, a "Change of Control"  shall
          be deemed to have  occurred on the  earliest of the following dates:

                           (i) The date any entity or person  shall have  become
                  the beneficial owner of, or shall have obtained voting control
                  over,  fifty-one  percent  (51%)  or more  of the  outstanding
                  Common Stock of the Corporation;

                           (ii)  The date the  shareholders  of the  Corporation
                  approve a definitive agreement (A) to merge or consolidate the
                  Corporation  with or into  another  corporation,  in which the
                  Corporation is not the continuing or surviving  corporation or
                  pursuant   to  which  any  shares  of  Common   Stock  of  the
                  Corporation would be converted into cash,  securities or other
                  property  of  another  corporation,  other  than a  merger  or
                  consolidation  of the  Corporation  in which holders of Common
                  Stock  immediately  prior to the merger or consolidation  have
                  the  same  proportionate  ownership  of  Common  Stock  of the
                  surviving   corporation   immediately   after  the  merger  as
                  immediately before, or (B) to sell or otherwise dispose of all
                  or substantially all the assets of the Corporation; or

                           (iii) The date  there  shall  have been a change in a
                  majority of the Board of Directors of the Corporation within a
                  12-month  period  unless the  nomination  for  election by the
                  Corporation's  shareholders  of each new director was approved
                  by the  vote of  two-thirds  of the  directors  then  still in
                  office  who were in office at the  beginning  of the  12-month
                  period.

                  For  purposes  herein,   the  term  "person"  shall  mean  any
                  individual,  corporation,  partnership,  group, association or
                  other person,  as such term is defined in Section  13(d)(3) or
                  Section   14(d)(2)  of  the  Exchange  Act,   other  than  the
                  Corporation,  a subsidiary of the  Corporation or any employee
                  benefit plan(s)  sponsored or maintained by the Corporation or
                  any subsidiary thereof,  and the term "beneficial owner" shall
                  have the  meaning  given  the  term in Rule  13d-3  under  the
                  Exchange Act.

17.      No Right to Continued Service.
         ------------------------------

         Nothing in the Plan shall  confer upon a Director any right to continue
in the service of the  Corporation  or a related  corporation or to interfere in
any way with the right of the Corporation or related  corporation to terminate a
Director's  service at any time. Except as otherwise  expressly  provided in the
Plan, all rights of the Director under the Plan with respect to the  unexercised
portion  of an  Option  shall  terminate  immediately  upon  termination  of the
services of the Director with the Corporation as a director.

18.      Unfunded Plan; Retirement Plans.
         --------------------------------

         (a) Neither a Director  nor any other  person  shall,  by reason of the
Plan,  acquire  any right in or title to any  assets,  funds or  property of the
Corporation  or any related  corporation,  including,  without  limitation,  any
specific  funds,  assets or other property which the  Corporation or any related
corporation,  in their discretion,  may set aside in anticipation of a liability
under the Plan.  A Director  shall have only a  contractual  right to the Common
Stock or amounts, if any, payable under the Plan, unsecured by any assets of the
Corporation  or any related  corporation.  Nothing  contained  in the Plan shall
constitute a guarantee that the assets of such corporations  shall be sufficient
to pay any benefits to any person.

         (b) In no event shall any  amounts  accrued,  distributable  or payable
under the Plan be treated as  compensation  for the purpose of  determining  the
amount of  contributions or benefits to which any person shall be entitled under
any retirement plan sponsored by the Corporation or a related  corporation  that
is intended to be a qualified  plan within the meaning of Section  401(a) of the
Code.





<PAGE>


         IN WITNESS WHEREOF, this Nonemployee Directors' Stock Option Plan of RF
Micro  Devices,  Inc., as amended and restated  through March 27, 2001, has been
executed  in behalf of the  Corporation  effective  as of the 27th day of March,
2001.


                                   RF MICRO DEVICES, INC.


                                   By:
                                       -----------------------------------------
                                   Name:
                                         ---------------------------------------
                                   Title:
                                          --------------------------------------


Attest:



Secretary

[Corporate Seal]





</TEXT>
</DOCUMENT>
