One or more embodiments of a method and apparatus taught herein provide a predistortion system to compensate for the non-linearity of a power amplifier. The system includes an outer predistorter, an inner predistorter, and a first adaptation circuit. The predistorter predistorts an input signal to generate a first output signal, and uses a first memory model that models power amplifier memory effects within a first range of time constants. The inner predistorter predistorts the first output signal to generate a second output signal, and uses a second memory model that models power amplifier memory effects within a second range of time constants that is greater than the first range of time constants. The second output signal is provided as an input to the power amplifier, and the first adaptation circuit adapts the outer predistorter responsive to feedback from the power amplifier.