Exhibit 4.4

                                 GLOBESPAN, INC.

                       1999 SUPPLEMENTAL STOCK OPTION PLAN


                                TABLE OF CONTENTS

                                                                            Page

ARTICLE 1.     INTRODUCTION. ................................................. 4

ARTICLE 2.     ADMINISTRATION. ............................................... 4
     2.1    Committee Composition. ........................................... 4
     2.2    Committee Responsibilities. ...................................... 4

ARTICLE 3.     SHARES AVAILABLE FOR GRANTS. .................................. 4
     3.1    Basic Limitation. ................................................ 4
     3.2    Additional Shares. ............................................... 4

ARTICLE 4.     ELIGIBILITY. .................................................. 5
     4.1    Grants. .......................................................... 5

ARTICLE 5.     OPTIONS. ...................................................... 5
     5.1    Stock Option Agreement. .......................................... 5
     5.2    Number of Shares. ................................................ 5
     5.3    Exercise Price. .................................................. 5
     5.4    Exercisability and Term. ......................................... 5
     5.5    Modification or Assumption of Options. ........................... 5
     5.6    Buyout Provisions. ............................................... 5

ARTICLE 6.     PAYMENT FOR OPTION SHARES. .................................... 6
     6.1    General Rule. .................................................... 6
     6.2    Surrender of Common Stock. ....................................... 6
     6.3    Exercise/Sale. ................................................... 6
     6.4    Exercise/Pledge. ................................................. 6

ARTICLE 7.     CHANGE IN CONTROL. ............................................ 6
     7.1    Effect of Change in Control. ..................................... 6
     7.2    Involuntary Termination. ......................................... 7

ARTICLE 8.     PROTECTION AGAINST DILUTION. .................................. 7
     8.1    Adjustments. ..................................................... 7
     8.2    Dissolution or Liquidation. ...................................... 7
     8.3    Reorganizations. ................................................. 7

ARTICLE 9.     DEFERRAL OF AWARDS. ........................................... 8

ARTICLE 10.    LIMITATION ON RIGHTS. ......................................... 8
     10.1   Retention Rights. ................................................ 8
     10.2   Stockholders' Rights. ............................................ 8
     10.3   Regulatory Requirements. ......................................... 9

ARTICLE 11.    WITHHOLDING TAXES. ............................................ 9
     11.1   General. ......................................................... 9
     11.2   Share Withholding. ............................................... 9

ARTICLE 12.    FUTURE OF THE PLAN. ........................................... 9
     12.1   Term of the Plan. ................................................ 9
     12.2   Amendment or Termination. ........................................ 9

ARTICLE 13.    DEFINITIONS. .................................................. 9


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                                 GlobeSpan, Inc.
                       1999 Supplemental Stock Option Plan

     ARTICLE 1.  INTRODUCTION.

     The  Plan  was  adopted  by the  Board  to be  effective  as of the date of
adoption.  The  purpose of the Plan is to promote the  long-term  success of the
Corporation and the creation of stockholder  value by (a) encouraging  Employees
and Consultants to focus on critical long-range objectives,  (b) encouraging the
attraction  and  retention  of  Employees,   and  Consultants  with  exceptional
qualifications and (c) linking Employees and Consultants directly to stockholder
interests  through  increased  stock  ownership.  The Plan seeks to achieve this
purpose by providing for Options (which shall be nonstatutory stock options).

     The Plan shall be governed by, and construed in accordance  with,  the laws
of the State of Delaware (except their choice-of-law provisions).

     ARTICLE 2.  ADMINISTRATION.

     2.1 Committee Composition. The Plan shall be administered by the Committee.
The  Committee  shall  consist  exclusively  of one  or  more  directors  of the
Corporation, who shall be appointed by the Board.

     2.2  Committee  Responsibilities.   The  Committee  shall  (a)  select  the
Employees,  and Consultants who are to receive option grants under the Plan, (b)
determine the number,  vesting requirements and other features and conditions of
such option  grants,  (c)  interpret  the Plan and (d) make all other  decisions
relating to the  operation of the Plan.  The  Committee  may adopt such rules or
guidelines  as it deems  appropriate  to  implement  the Plan.  The  Committee's
determinations under the Plan shall be final and binding on all persons.

     ARTICLE 3.  SHARES AVAILABLE FOR GRANTS.

     3.1 Basic  Limitation.  Shares of Common Stock issued  pursuant to the Plan
may be authorized but unissued shares or treasury  shares.  The aggregate number
of Options  granted under the Plan shall not exceed (a) 2,000,000,  plus (b) the
additional  shares of Common Stock  described in Section 3.2. The  limitation of
this Section 3.1 shall be subject to adjustment pursuant to Article 8.

     3.2 Additional  Shares.  If shares of Common Stock issued upon the exercise
of Options are  forfeited,  then such shares of Common  Stock shall again become
available  for  option  grants  under the Plan.  If  Options  are  forfeited  or
terminate for any other reason before being  exercised,  then the  corresponding
shares of Common Stock shall again become  available for option grants under the
Plan.

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     ARTICLE 4.  ELIGIBILITY.

     4.1 Grants.  Only Employees and Consultants shall be eligible for the grant
of Options. Officers are not eligible for the grant of Options.

     ARTICLE 5.  OPTIONS.

     5.1 Stock Option Agreement. Each grant of an Option under the Plan shall be
evidenced by a Stock Option Agreement  between the Optionee and the Corporation.
Such  Option  shall be  subject to all  applicable  terms of the Plan and may be
subject  to any  other  terms  that  are not  inconsistent  with the  Plan.  The
provisions  of the various Stock Option  Agreements  entered into under the Plan
need not be identical. Options may be granted in consideration of a reduction in
the Optionee's other  compensation.  A Stock Option Agreement may provide that a
new  Option  will  be  granted  automatically  to the  Optionee  when  he or she
exercises a prior  Option and pays the Exercise  Price in the form  described in
Section 6.2.

     5.2 Number of Shares.  Each Stock Option Agreement shall specify the number
of shares of Common  Stock  subject  to the  Option  and shall  provide  for the
adjustment of such number in accordance with Article 8.

     5.3 Exercise Price.  Each Stock Option Agreement shall specify the Exercise
Price;  provided that the Exercise  Price under an NSO shall in no event be less
than 25% of the Fair  Market  Value  of a share of  Common  Stock on the date of
grant.  In the case of an NSO, a Stock Option  Agreement may specify an Exercise
Price that varies in accordance  with a  predetermined  formula while the NSO is
outstanding.

     5.4 Exercisability and Term. Each Stock Option Agreement shall specify the
date  or  event  when  all  or  any  installment  of  the  Option  is to  become
exercisable.  The Stock  Option  Agreement  shall also  specify  the term of the
Option. A Stock Option Agreement may provide for accelerated  exercisability  in
the event of the Optionee's death,  disability or retirement or other events and
may  provide  for  expiration  prior to the end of its term in the  event of the
termination of the Optionee's service.

     5.5 Modification  or Assumption of Options.  Within the limitations of the
Plan,  the Committee  may modify,  extend or assume  outstanding  options or may
accept  the  cancellation  of  outstanding   options  (whether  granted  by  the
Corporation or by another issuer) in return for the grant of new options for the
same or a  different  number of shares and at the same or a  different  exercise
price.  The  foregoing  notwithstanding,  no  modification  of an Option  shall,
without  the  consent  of the  Optionee,  alter or impair  his or her  rights or
obligations under such Option.

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     5.6 Buyout  Provisions.  The Committee may at any time (a) offer to buy out
for a payment in cash or cash  equivalents an Option  previously  granted or (b)
authorize  an Optionee  to elect to cash out an Option  previously  granted,  in
either  case at such  time and  based  upon such  terms  and  conditions  as the
Committee shall establish.

     ARTICLE 6.  PAYMENT FOR OPTION SHARES.

     6.1 General  Rule.  The entire  Exercise  Price of shares of Common  Stock
issued upon exercise of Options shall be payable in cash or cash  equivalents at
the time when such shares of Common Stock are  purchased.  The  Committee may at
any time accept payment in any form(s) described in this Article 6.

     6.2 Surrender  of Common  Stock.  To the extent  that this  Section 6.2 is
applicable,  all or any part of the Exercise Price may be paid by  surrendering,
or attesting to the  ownership of, shares of Common Stock that are already owned
by the  Optionee.  Such  shares of Common  Stock  shall be valued at their  Fair
Market Value on the date when the new shares of Common Stock are purchased under
the Plan.  The Optionee  shall not  surrender,  or attest to the  ownership  of,
shares of Common  Stock in payment of the  Exercise  Price if such action  would
cause  the  Corporation  to  recognize   compensation   expense  (or  additional
compensation  expense)  with  respect  to the  Option  for  financial  reporting
purposes.

     6.3 Exercise/Sale.  To the extent that this Section 6.3 is applicable,  all
or any part of the  Exercise  Price  and any  withholding  taxes  may be paid by
delivering (on a form prescribed by the Corporation) an irrevocable direction to
a  securities  broker  approved  by the  Corporation  to sell all or part of the
shares of Common Stock being purchased under the Plan and to deliver all or part
of the sales proceeds to the Corporation.

     6.4 Exercise/Pledge. To the extent that this Section 6.4 is applicable, all
or any part of the  Exercise  Price  and any  withholding  taxes  may be paid by
delivering (on a form prescribed by the Corporation) an irrevocable direction to
pledge all or part of the shares of Common Stock being  purchased under the Plan
to a securities broker or lender approved by the Corporation,  as security for a
loan, and to deliver all or part of the loan proceeds to the Corporation.

     6.5 Promissory Note. To the extent that this Section 6.5 is applicable, all
or any part of the  Exercise  Price  and any  withholding  taxes  may be paid by
delivering (on a form prescribed by the Corporation) a full-recourse  promissory
note. However, the par value of the shares of Common Stock being purchased under
the Plan, if newly issued, shall be paid in cash or cash equivalents.


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     6.6 Other  Forms of  Payment.  To the  extent  that  this  Section  6.6 is
applicable,  all or any part of the Exercise Price and any withholding taxes may
be paid in any other form that is consistent with applicable  laws,  regulations
and rules.

     ARTICLE 7.  CHANGE IN CONTROL.

     7.1 Effect of Change in  Control.  In the event of any  Change in  Control,
each outstanding Option shall automatically  accelerate so that each such Option
shall,  immediately prior to the effective date of the Change in Control, become
fully  exercisable  for all of the shares of Common Stock at the time subject to
such Option and may be exercised for any or all of those shares as  fully-vested
shares of Common Stock.  However,  an outstanding Option shall not so accelerate
if and to the extent such Option is, in  connection  with the Change in Control,
either to be assumed by the successor  corporation  (or parent thereof) or to be
replaced  with a  comparable  Option  for  shares  of the  capital  stock of the
successor   corporation  (or  parent  thereof).   The  determination  of  Option
comparability  shall be made by the Plan  Administrator,  and its  determination
shall be final, binding and conclusive.

     7.2 Involuntary  Termination.  In addition, in the event that the Option is
assumed by the successor  corporation  (or parent  thereof) and the  Participant
experiences an Involuntary  Termination  within twelve months following a Change
in Control, each outstanding Option shall automatically  accelerate so that each
such Option shall,  immediately  prior to the effective date of the  Involuntary
Termination,  become fully  exercisable for all of the shares of Common Stock at
the time  subject to such  Option and may be  exercised  for any or all of those
shares as fully-vested shares of Common Stock.

     ARTICLE 8.  PROTECTION AGAINST DILUTION.

     8.1 Adjustments. In the event of a subdivision of the outstanding shares of
Common Stock, a declaration  of a dividend  payable in shares of Common Stock, a
declaration of a dividend payable in a form other than shares of Common Stock in
an amount that has a material  effect on the price of shares of Common Stock,  a
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification or otherwise) into a lesser number of shares of Common Stock, a
recapitalization,  a spin-off or a similar occurrence,  the Committee shall make
such adjustments as it, in its sole discretion, deems appropriate in one or more
of:

          (a) The number of shares available for future grant under Article 3;

          (b) The number of shares of Common Stock covered by each outstanding
Option; or

          (c) The Exercise Price under each outstanding Option.


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Except as provided in this Article 8, an Optionee shall have no rights by reason
of any issue by the Corporation of stock of any class or securities  convertible
into stock of any class,  any subdivision or consolidation of shares of stock of
any class,  the payment of any stock  dividend or any other increase or decrease
in the number of shares of stock of any class.

     8.2 Dissolution or Liquidation.  To the extent not previously  exercised or
settled,  Options  shall  terminate  immediately  prior  to the  dissolution  or
liquidation of the Corporation.

     8.3 Reorganizations.  In the event  that the  Corporation  is a party to a
merger or other  reorganization,  outstanding  Options  shall be  subject to the
agreement of merger or reorganization.  Such agreement shall provide for (a) the
continuation of the outstanding  Options by the Corporation,  if the Corporation
is a surviving corporation, (b) the assumption of the outstanding Options by the
surviving  corporation or its parent or subsidiary,  (c) the substitution by the
surviving  corporation  or its  parent or  subsidiary  of its own awards for the
outstanding   Options,  (d)  full  exercisability  or  vesting  and  accelerated
expiration of the outstanding Options or (e) settlement of the full value of the
outstanding Options in cash or cash equivalents followed by cancellation of such
Awards.

     ARTICLE 9.  DEFERRAL OF AWARDS.

          The Committee (in its sole discretion) may permit or require an
Optionee to have shares of Common  Stock that  otherwise  would be  delivered to
such  Optionee as a result of the exercise of an Option  converted  into amounts
credited to a deferred compensation account established for such Optionee by the
Committee  as an  entry  on the  Corporation's  books.  Such  amounts  shall  be
determined  by reference to the Fair Market Value of such shares of Common Stock
as of the date when they otherwise would have been delivered to such Optionee.

          A deferred  compensation  account  established  under this Article 9
may be credited with interest or other forms of investment return, as determined
by the Committee. An Optionee for whom such an account is established shall have
no rights  other than those of a general  creditor of the  Corporation.  Such an
account shall represent an unfunded and unsecured  obligation of the Corporation
and shall be subject to the terms and  conditions  of the  applicable  agreement
between such Participant and the  Corporation.  If the deferral or conversion of
Option is permitted or required,  the  Committee  (in its sole  discretion)  may
establish  rules,  procedures  and forms  pertaining  to such Option,  including
(without   limitation)   the  settlement  of  deferred   compensation   accounts
established under this Article 9.

     ARTICLE 10. LIMITATION ON RIGHTS.


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     10.1 Retention  Rights.  Neither the Plan nor any Option granted under the
Plan  shall be deemed  to give any  individual  a right to  remain an  Employee,
Outside  Director or Consultant.  The Corporation and its Parents,  Subsidiaries
and  Affiliates  reserve the right to  terminate  the  service of any  Employee,
Outside  Director or Consultant at any time,  with or without cause,  subject to
applicable laws, the Corporation's  certificate of incorporation and by-laws and
a written employment agreement (if any).

     10.2 Stockholders'  Rights.  A Participant  shall have no dividend rights,
voting  rights or other  rights as a  stockholder  with respect to any shares of
Common  Stock  covered  by his or her  Option  prior  to the  time  when a stock
certificate  for such shares of Common  Stock is issued or, if  applicable,  the
time when he or she becomes  entitled to receive  such shares of Common Stock by
filing any required  notice of exercise and paying any required  Exercise Price.
No  adjustment  shall be made for cash  dividends  or other rights for which the
record date is prior to such time, except as expressly provided in the Plan.

     10.3 Regulatory   Requirements.   Any   other   provision   of  the  Plan
notwithstanding,  the  obligation of the  Corporation  to issue shares of Common
Stock  under  the Plan  shall be  subject  to all  applicable  laws,  rules  and
regulations  and such approval by any  regulatory  body as may be required.  The
Corporation reserves the right to restrict, in whole or in part, the delivery of
shares of Common Stock pursuant to any Option prior to the  satisfaction  of all
legal  requirements  relating to the issuance of such shares of Common Stock, to
their   registration,   qualification   or  listing  or  to  an  exemption  from
registration, qualification or listing.

     ARTICLE 11.  WITHHOLDING TAXES.

     11.1 General. To the extent required by applicable federal, state, local or
foreign  law, a  Participant  or his or her  successor  shall make  arrangements
satisfactory  to the  Corporation  for the  satisfaction  of any withholding tax
obligations that arise in connection with the Plan. The Corporation shall not be
required to issue any shares of Common Stock or make any cash payment  under the
Plan until such obligations are satisfied.

     11.2 Share  Withholding.  The Committee may permit a Participant to satisfy
all or part of his or her  withholding  or income tax  obligations by having the
Corporation  withhold  all or a  portion  of any  shares of  Common  Stock  that
otherwise would be issued to him or her or by  surrendering  all or a portion of
any shares of Common Stock that he or she  previously  acquired.  Such shares of
Common  Stock shall be valued at their Fair Market  Value on the date when taxes
otherwise would be withheld in cash.

     ARTICLE 12.  FUTURE OF THE PLAN.


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<PAGE>

     12.1 Term of the  Plan.  The  Plan,  as set  forth  herein,  shall  become
effective as of the date of its adoption.  The Plan shall remain in effect until
it is terminated under Section 12.2.

     12.2 Amendment  or  Termination.  The Board  may,  at any time and for any
reason,  amend or terminate  the Plan. An amendment of the Plan shall be subject
to the approval of the Corporation's stockholders only to the extent required by
applicable  laws,  regulations  or rules.  No Options shall be granted under the
Plan  after  the  termination  thereof.  The  termination  of the  Plan,  or any
amendment  thereof,  shall not affect any Option  previously  granted  under the
Plan.

     ARTICLE 13.  DEFINITIONS.

     13.1 "Affiliate"  means  any  entity  other  than  a  Subsidiary,  if  the
Corporation  and/or  one or more  Subsidiaries  own not  less  than  50% of such
entity.

     13.2 "Board" means the  Corporation's  Board of Directors,  as  constituted
from time to time.

     13.3 "Change in Control" shall mean:

          (a) The  consummation of a merger or  consolidation of the Corporation
     with or into another entity or any other corporate reorganization,  if more
     than 50% of the  combined  voting  power  of the  continuing  or  surviving
     entity's   securities   outstanding    immediately   after   such   merger,
     consolidation  or other  reorganization  is owned by  persons  who were not
     stockholders  of  the  Corporation   immediately   prior  to  such  merger,
     consolidation or other reorganization;

          (b) The sale,  transfer or other  disposition of all or  substantially
     all of the Corporation's assets;

          (c) A change in the  composition  of the  Board,  as a result of which
     fewer than  two-thirds of the incumbent  directors are directors who either
     (i) had been  directors of the  Corporation  on the date 24 months prior to
     the  date of the  event  that  may  constitute  a Change  in  Control  (the
     "original  directors") or (ii) were elected, or nominated for election,  to
     the  Board  with  the  affirmative  votes  of at  least a  majority  of the
     aggregate of the original directors who were still in office at the time of
     the election or nomination  and the directors  whose election or nomination
     was previously so approved; or

          (d) Any transaction as a result of which any person is the "beneficial
     owner" (as  defined in Rule 13d-3  under the  Exchange  Act),  directly  or
     indirectly,  of securities of the Corporation  representing at least 50% of
     the total voting power  represented by the  Corporation's  then outstanding
     voting  securities.  For purposes of this  Paragraph (d), the term "person"


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     shall have the same meaning as when used in Sections 13(d) and 14(d) of the
     Exchange  Act but shall  exclude (i) a trustee or other  fiduciary  holding
     securities under an employee benefit plan of the Corporation or of a Parent
     or Subsidiary  and (ii) a corporation  owned  directly or indirectly by the
     stockholders of the Corporation in  substantially  the same  proportions as
     their ownership of the common stock of the Corporation.

A transaction shall not constitute a Change in Control if its sole purpose is to
change  the  state of the  Corporation's  incorporation  or to  create a holding
company that will be owned in substantially  the same proportions by the persons
who held the Corporation's securities immediately before such transaction.

     13.4 "Code" means the Internal Revenue Code of 1986, as amended.

     13.5 "Committee" means a committee of the Board, as described in Article 2.

     13.6 "Common Stock" means the common stock of the Corporation.

     13.7 "Consultant"  means a consultant  or adviser who  provides  bona fide
services to the  Corporation,  a Parent,  a  Subsidiary  or an  Affiliate  as an
independent  contractor.  Service as a Consultant shall be considered employment
for all purposes of the Plan, except as provided in Section 4.1.

     13.8 "Corporation" means GlobeSpan, Inc., a Delaware corporation.

     13.9 "Employee" means a common-law employee of the Corporation, a Parent, a
Subsidiary or an Affiliate.

     13.10 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     13.11 "Exercise  Price,"  in the case of an  Option,  means the amount for
which one share of Common Stock may be purchased  upon  exercise of such Option,
as specified in the applicable Stock Option Agreement.

     13.12 "Fair Market Value" means the market price of shares of Common Stock,
determined by the Committee in good faith on such basis as it deems appropriate.
Whenever possible, the determination of Fair Market Value by the Committee shall
be based on the prices reported in The Wall Street Journal.  Such  determination
shall be conclusive and binding on all persons.


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     13.13 "Involuntary Termination" means the termination of the Service of any
individual which occurs by reason of:

          (a)  such  individual's  involuntary  dismissal  or  discharge  by the
     Corporation for reasons other than Misconduct, or

          (b) such individual's  voluntary resignation following (A) a change in
     his or her position with the Corporation  which  materially  reduces his or
     her  level  of  responsibility,  (B) a  reduction  in his or her  level  of
     compensation  (including base salary and target bonus in bonus or incentive
     programs) or (C) a relocation of such  individual's  place of employment by
     more than fifty (50) miles, provided and only if such change,  reduction or
     relocation is effected by the Corporation without the individual's consent.

     13.14 "Misconduct"  means the commission of any act of fraud,  embezzlement
or dishonesty by the Optionee or Participant, any unauthorized use or disclosure
by such person of  confidential  information or trade secrets of the Corporation
(or any  Parent or  Subsidiary),  or any other  intentional  misconduct  by such
person  adversely  affecting the business or affairs of the  Corporation (or any
Parent or Subsidiary) in a material manner.  The foregoing  definition shall not
be deemed to be inclusive of all the acts or omissions which the Corporation (or
any Parent or Subsidiary) may consider as grounds for the dismissal or discharge
of any Optionee or Participant or other person in the Service of the Corporation
(or any Parent or Subsidiary).

     13.15 "NSO" means a stock  option not  described  in Sections 422 or 423 of
the Code.

     13.16 "Option" means a NSO granted under the Plan and entitling the holder
to purchase shares of Common Stock.

     13.17 "Optionee" means an individual or estate who holds an Option.

     13.18 "Outside  Director"  shall  mean a member of the Board who is not an
Employee.  Service as an Outside Director shall be considered employment for all
purposes of the Plan, except as provided in Section 4.1.

     13.19 "Parent" means any  corporation  (other than the  Corporation)  in an
unbroken  chain of  corporations  ending  with the  Corporation,  if each of the
corporations other than the Corporation owns stock possessing 50% or more of the
total  combined  voting  power  of all  classes  of  stock  in one of the  other
corporations in such chain. A corporation that attains the status of a Parent on
a date after the adoption of the Plan shall be considered a Parent commencing as
of such date.


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     13.20 "Plan" means this  GlobeSpan,  Inc.  1999  Supplemental  Stock Option
Plan, as amended from time to time.

     13.21 "Stock Option  Agreement" means the agreement between the Corporation
and an Optionee that contains the terms,  conditions and restrictions pertaining
to his or her Option.

     13.22 "Subsidiary" means any corporation (other than the Corporation) in an
unbroken chain of corporations  beginning with the  Corporation,  if each of the
corporations  other than the last  corporation  in the unbroken chain owns stock
possessing  50% or more of the total  combined  voting  power of all  classes of
stock in one of the other corporations in such chain. A corporation that attains
the status of a  Subsidiary  on a date after the  adoption  of the Plan shall be
considered a Subsidiary commencing as of such date.


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