Investor Overview

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On February 3, 2008, SigmaTel, Inc. (the "Company") entered into an agreement (the "Agreement") with Freescale Semiconductor, Inc. ("Freescale") to sell all of the outstanding shares of common stock of the Company to Freescale. The merger contemplated in the Agreement (the "Merger") was approved by a vote of the stockholders on April 21, 2008 and the merger became effective on April 30, 2008. The Company is now a wholly-owned subsidiary of Freescale. As consideration for the Merger, Freescale is in the process of paying $3.00 in cash, without interest, for each outstanding share of Company common stock (other than dissenting shares subject to appraisal rights under Delaware law). This letter explains in general the payout process and the rights of holders of prior outstanding restricted stock units ("RSUs") and/or stock options to purchase shares of Company common stock ("Options").

Accelerated Vesting of Awards

If you held unvested RSU awards or unvested Options and remained employed with the Company until the Merger, (a) any unvested RSU awards held by you immediately prior to the effective time of the Merger were accelerated to vest in full immediately prior to the effective time, were cancelled and now represent a right to receive a cash payment, and (b) any unvested Options held by you became fully vested and exercisable 30 days prior to the effective time of the Merger. If you did not remain employed with the Company until the Merger, you did not receive the above described acceleration of RSU awards or unvested Options.

Treatment of RSUs

RSU awards that were accelerated to vest and cancelled as described in the preceding paragraph now represent the right to a cash payment, without interest and less legally required tax and other withholdings and deductions, equal to (a) $3.00, multiplied by (b) the number of shares of Company common stock subject to the RSU awards. The process and timing of payment of the Merger consideration for converted RSU awards is the same as discussed under the heading "Payment for the Shares of Common Stock."

Treatment of Outstanding Options

On or about April 23, 2008, each Option holder was sent a Surrender Agreement and Notice of Exercise Election Form. If you completed these forms and returned them to the Company's legal department with alternative 2(a) on the Election Forms elected, then your Options were automatically surrendered and cancelled, as of the time of the Merger, and now represent the right to receive a cash payment, without interest and less legally required tax and other withholdings and deductions, for each of your in-the-money Options (i.e. Options with a strike price less than $3.00) equal to (a) $3.00 less the applicable exercise price of your Option (it being understood that you do not need to pay the exercise price to the Company), multiplied by (b) the number of shares of Company common stock subject to the Option immediately prior to the effective time of the Merger. You will receive your Merger consideration for any converted Options through the Company's payroll system.

You will not receive any cash or other consideration in exchange for Options surrendered and cancelled in accordance with alternative 2(a) on the Election Form if such Options were underwater (i.e., the exercise or strike price of the Options is greater than or equal to $3.00).

If you exercised your outstanding Options within the 30 days prior to the effective time of the Merger by (a) executing and returning the Surrender Agreement or Notice of Exercise Election Form to the Company's legal department with alternative 2(b) on the Election Form elected and (b) submitting payment equal to the aggregate exercise price of your Options and the related tax withholding obligations in accordance with the Election Form, then your Options were exercised for shares of Common Stock of the Company. The process and timing of payment of the Merger consideration for the shares of stock issued under these exercised Options is the same as discussed under the heading "Payment for the Shares of Common Stock."

If you neither surrendered and cancelled your Options in accordance with alternative 2(a) on the Election Form nor timely exercised your outstanding Options in accordance with option 2(b) of the Election Form (including any failure to do so because you did not remain employed with the Company until immediately prior to the effective time of the Merger), then your Options, regardless of whether underwater or in-the-money, terminated as of the effective time of the Merger and are now null and void.

Payment for the Shares of Common Stock.

Your shares of Company common stock (whether received upon the exercise of Options, upon the vesting of RSUs prior to the Merger as described above or purchased through the Company's Employee Stock Purchase Plan or otherwise) are cancelled and now represent the right to receive $3.00 per share in cash, without interest.

You will soon receive a letter from the Paying Agent containing instructions on how to obtain a cash payment in exchange for your shares of Company common stock. You should follow the instructions in your letter and surrender to the Paying Agent any stock certificates representing your shares of Company common stock, a completed and validly executed letter of transmittal, and any other documents that may the Paying Agent may reasonably require. Your cash payment will be made to you by the Paying Agent as soon as administratively feasible. Your corresponding stock certificates will then be cancelled.

In the event you have lost your stock certificates or they have been stolen or destroyed, the Paying Agent may require that you make an affidavit of such fact, that you provide a reasonable form of bond as indemnity and/or that you execute an indemnity agreement.

If you hold your shares of Company common stock through a bank or broker, the bank or broker will receive the letter from the Paying Agent. The bank or broker should handle surrendering any stock certificates to the Paying Agent and should contact you regarding any information or action required on your part.

No interest will be paid or accrue on any cash payable upon the surrender of stock certificates representing shares of Company common stock. The cash paid is issued in full satisfaction of all rights relating to the shares of Company common stock.

Appraisal Rights

No stockholder delivered or had its agent deliver to the Company, prior to the taking of a vote on the Merger, a written demand for appraisal of its shares of Company common stock. No stockholder has, therefore, perfected its appraisal rights with respect to its shares of Company common stock. All stockholders remain subject to receive the applicable Merger consideration discussed above in exchange for their Company common stock.