<PAGE>
                                                                    EXHIBIT 10.2

                                                                       [5/13/03]


                      MINDSPEED TECHNOLOGIES, INC. WARRANT

                                                                 [       ], 2003



THE WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES
LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF SUCH ACT AND SUCH LAWS.


                          MINDSPEED TECHNOLOGIES, INC.

                          COMMON STOCK PURCHASE WARRANT

                           Void after [       ], 2013


      MINDSPEED TECHNOLOGIES, INC. (the "COMPANY"), a Delaware corporation,
hereby certifies that for value received, CONEXANT SYSTEMS, INC., a Delaware
corporation, or its successors or assigns (the "HOLDER"), is entitled to
purchase, subject to the terms and conditions hereinafter set forth, at any time
beginning on the first anniversary of the date hereof and prior to 5:00 P.M.,
California time, on [ ], 2013 (the "EXPIRATION DATE"), [ ] fully paid and
nonassessable shares of Common Stock (as hereinafter defined) at an exercise
price per share equal to the Exercise Price (as hereinafter defined), subject to
adjustment pursuant to Section 4 of this Warrant.

      This Warrant is issued pursuant to the Distribution Agreement (the
"DISTRIBUTION AGREEMENT"), dated as of the date hereof, between the Company and
the Holder, and is subject to the terms thereof. Capitalized terms used herein
and not otherwise defined shall have the respective meanings assigned to such
terms in the Distribution Agreement. The Holder is entitled to the rights and
subject to the obligations contained in the Distribution Agreement and the
Registration Rights Agreement relating to this Warrant and the shares of Common
Stock issuable upon exercise of this Warrant.


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      1.    DEFINITIONS. For the purposes of this Warrant, the following terms
shall have the meanings indicated:

            "AMEX" means the American Stock Exchange.

            "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or
other day when banks are authorized or required by law to be closed in
California or New York.

            "CAPITAL REORGANIZATION" shall have the meaning ascribed to such
term in Section 7 of this Warrant.

            "CHANGE OF CONTROL" shall have the meaning ascribed to that term in
the Bylaws of the Company.

            "CLOSING PRICE" shall mean, with respect to each share of Common
Stock for any day, (a) the last reported sale price regular way or, in case no
such sale takes place on such day, the average of the closing bid and asked
prices regular way, in either case as reported on the principal national
securities exchange on which the Common Stock is listed or admitted for trading
or (b) if the Common Stock is not listed or admitted for trading on any national
securities exchange, the last reported sale price or, in case no such sale takes
place on such day, the average of the highest reported bid and the lowest
reported asked quotation for the Common Stock, in either case as reported on
NASDAQ or a similar service if NASDAQ is no longer reporting such information.

            "COMMON STOCK" means the common stock, par value $0.01 per share, of
the Company, together with the associated preferred share purchase rights, any
class of stock resulting from successive changes or reclassification of such
Common Stock and any and all other shares of capital stock of the Company
without preference with respect to liquidity distributions and entitled to
unlimited liquidation rights.

            "COMPANY" shall have the meaning ascribed to such term in the first
paragraph of this Warrant.

            "CURRENT MARKET PRICE PER SHARE" shall be determined in accordance
with Section 3(f) of this Warrant.

            "DETERMINATION DATE" shall have the meaning ascribed to such term in
Section 3(d) of this Warrant.

            "DISTRIBUTION AGREEMENT" shall have the meaning ascribed to such
term in the second paragraph of this Warrant.

            "ELECTION TO PURCHASE SHARES" shall have the meaning ascribed to
such term in Section 2(a) of this Warrant.


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            "EXERCISE DATE" shall have the meaning ascribed to such term in
Section 2(d) of this Warrant.

            "EXERCISE PERIOD" shall mean the period beginning on the first
anniversary of the date hereof and ending on the Expiration Date.

            "EXERCISE PRICE" shall mean the average of the daily volume weighted
average price per share of the Common Stock for the ten consecutive Trading Days
immediately following the Distribution Date, subject to adjustment pursuant to
Section 3 of this Warrant.

            "EXPIRATION DATE" shall have the meaning ascribed to such term in
the first paragraph of this Warrant.

            "HOLDER" shall have the meaning ascribed to such term in the first
paragraph of this Warrant.

            "NASDAQ" shall mean the Automatic Quotation System of the National
Association of Securities Dealers, Inc.

            "OFFICER'S CERTIFICATE" shall mean a certificate signed by the Chief
Executive Officer, any Vice President, the Treasurer or the Secretary of the
Company.

            "PERSON" shall mean any individual, firm, corporation, limited
liability company, partnership, trust, incorporated or unincorporated
association, joint venture, joint stock company, government (or an agency or
political subdivision thereof) or other entity of any kind, and shall include
any successor (by merger or otherwise) of such entity.

            "PURCHASE PRICE" shall have the meaning ascribed to such term in
Section 2(a) of this Warrant.

            "PURCHASED SHARES" shall have the meaning ascribed to such term in
Section 3(e) of this Warrant.

            "REGISTRATION RIGHTS AGREEMENT" shall mean the Registration Rights
Agreement, dated as of the date hereof, between the Company and the Holder, as
the same may be amended and supplemented from time to time, relating to this
Warrant and the Warrant Shares.

            "SECURITIES ACT" has the meaning ascribed to such term in Section
8(a) of this Warrant.

            "SUBSIDIARY" shall mean, with respect to any Person, a corporation
or other entity of which 50% or more of the voting power of the voting equity
securities or equity interests is owned, directly or indirectly, by such Person.


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            "TENDER EXPIRATION DATE" shall have the meaning ascribed to such
term in Section 3(e) of this Warrant.

            "TENDER EXPIRATION TIME" shall have the meaning ascribed to such
term in Section 3(d) of this Warrant.

            "TRADING DAY" shall mean, with respect to any security, each Monday,
Tuesday, Wednesday, Thursday and Friday, other than any day on which securities
are not generally traded on the principal exchange or market in which such
security is traded.

            "TRIGGERING DISTRIBUTION" shall have the meaning ascribed to such
term in Section 3(d) of this Warrant.

            "WARRANT" shall mean this Warrant and any subsequent Warrant issued
pursuant to the terms of this Warrant.

            "WARRANT REGISTER" shall have the meaning ascribed to such term in
Section 13(c) of this Warrant.

            "WARRANT SHARES" shall mean the shares of Common Stock issuable upon
exercise of this Warrant pursuant to Section 2(a) of this Warrant.

      2.    EXERCISE OF WARRANT.

                  (a)   Exercise. This Warrant may be exercised, at any time and
from time to time during the Exercise Period (in whole or in part), by
surrendering to the Company at its principal office, this Warrant with an
Election to Purchase Shares (the "ELECTION TO PURCHASE SHARES") in the form
attached hereto as Exhibit A duly executed by the Holder and accompanied by
payment equal to the Exercise Price multiplied by the number of Warrant Shares
for which this Warrant is being exercised at such time (the "PURCHASE PRICE").
Notwithstanding anything contained herein, the Holder may not exercise this
Warrant to the extent that such exercise would result in the Holder owning at
any one time more than 10% of the then outstanding shares of Common Stock.

                  (b)   Delivery of Shares; Payment of Purchase Price. As soon
as practicable after surrender of this Warrant and receipt of the Purchase
Price, the Company shall promptly issue and deliver to the Holder a certificate
or certificates for the number of Warrant Shares for which this Warrant is being
exercised, in such name or names as may be designated by such Holder, along with
a check for the amount of cash to be paid in lieu of issuance of fractional
shares, if any. Payment of the Purchase Price may be made as follows (or by any
combination of the following): (i) in United States currency by cash or delivery
of a certified check, wire transfer, bank draft or postal or express money order
payable to the order of the Company, or (ii) by surrender of a number of shares
of Common Stock held by the Holder equal to the quotient obtained by dividing
(A) the Purchase Price by (B) the Closing Price on the Exercise Date.


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                  (c)   Alternative Cashless Exercise. Notwithstanding any
provision herein to the contrary, in lieu of exercising this Warrant as set
forth above, if the Closing Price on the Exercise Date exceeds the Exercise
Price, the Holder may exercise this Warrant by electing to receive that number
of Warrant Shares as determined below by surrendering to the Company at its
principal office, this Warrant with the applicable Election to Purchase Shares
duly executed by the Holder and marked to reflect the cashless exercise of this
Warrant, in which event the Company shall issue to the Holder the number of
shares of Common Stock computed using the following formula:

                               CS = WCS x (MP-EP)
                                    -------------
                                       MP

where:

      CS    equals the number of the Warrant Shares to be issued to the Holder

      WCS   equals the number of Warrant Shares to be purchased as set forth in
            the applicable Election to Purchase Shares

      MP    equals the Closing Price on the Exercise Date

      EP    equals the Exercise Price

Following the surrender of this Warrant pursuant to this Subsection 2(c), the
Company shall promptly issue and deliver to the Holder a certificate or
certificates for that number of Warrant Shares to be issued to the Holder as
calculated above, in such name or names as may be designated by such Holder.

                  (d)   When Exercise Effective. The exercise of this Warrant
shall be deemed to have been effective immediately prior to the close of
business on the Business Day on which this Warrant is exercised in accordance
with the provisions of this Section 2 (the "EXERCISE DATE") and the Person in
whose name any certificate for shares of Common Stock shall be issuable upon
such exercise, as provided in Subsection 2(b), shall be deemed to be the record
holder of such shares of Common Stock for all purposes on the Exercise Date.

                  (e)   Warrant Shares Fully Paid, Nonassessable. The Company
shall take all actions necessary to ensure that following exercise of this
Warrant in accordance with the provisions of this Section 2, the Warrant Shares
issued hereunder shall, without further action by the Holder, be fully paid and
nonassessable.

                  (f)   Continued Validity. A holder of shares of Common Stock
issued upon the exercise of this Warrant, in whole or in part, shall continue to
be entitled to all of the rights and subject to all of the obligations set forth
in Section 13.


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                  (g)   Exercise in Part. In connection with any exercise of
this Warrant for less than all remaining Warrant Shares, the Company shall, at
the time of the delivery of the stock certificate or certificates relating to
any such exercise, deliver to the Holder a new Warrant evidencing the right to
purchase the remaining Warrant Shares called for by this Warrant, which new
Warrant shall in all other respects be identical to this Warrant.

      3.    ADJUSTMENT OF EXERCISE PRICE. The Exercise Price and the number of
shares subject to this Warrant shall be adjusted from time to time upon the
occurrence of the following events:


                  (a)   Common Stock Distributions, etc. In case the Company
shall (i) pay a dividend or make a distribution on its Common Stock in shares of
Common Stock, (ii) subdivide its outstanding Common Stock into a greater number
of shares or (iii) combine its outstanding Common Stock into a smaller number of
shares, the Exercise Price in effect immediately prior thereto shall be adjusted
so that the price shall equal the price determined by multiplying the Exercise
Price in effect immediately prior to such event by a fraction, of which (x) the
numerator shall be the number of shares of Common Stock outstanding immediately
prior to such event and (y) the denominator shall be the number of shares of
Common Stock outstanding immediately after such event. An adjustment made
pursuant to this subsection (a) shall become effective immediately after the
record date in the case of a dividend or distribution and shall become effective
immediately after the effective date in the case of subdivision or combination.

                  (b)   Rights or Warrants Issuances. In case the Company shall
issue rights or warrants to all or substantially all holders of its Common Stock
entitling them (for a period commencing no earlier than the record date
described below and expiring not more than 60 days after such record date) to
subscribe for or purchase shares of Common Stock (or securities convertible into
Common Stock) at a price per share (or having an initial conversion price per
share) less than the Current Market Price Per Share on the record date for the
determination of stockholders entitled to receive such rights or warrants, the
Exercise Price in effect immediately prior thereto shall be adjusted so that the
same shall equal the price determined by multiplying the Exercise Price in
effect immediately prior to such record date by a fraction of which (x) the
numerator shall be the number of shares of Common Stock outstanding on such
record date plus the number of shares of Common Stock that the aggregate
offering price of the total number of shares of Common Stock so offered (or the
aggregate initial conversion price of the convertible securities so offered,
which shall be determined by multiplying the number of shares of Common Stock
issuable upon exercise of such convertible securities by the initial conversion
price per share of Common Stock pursuant to the terms of such convertible
securities) would purchase at the Current Market Price Per Share on such record
date, and (y) the denominator shall be the number of shares of Common Stock
outstanding on such record date plus the number of additional shares of Common
Stock offered (or into which the convertible securities so offered are
convertible). Such adjustment shall be made successively whenever any such
rights or warrants are issued, and shall become effective immediately after such
record date. If at the end of the period during which such rights or warrants
are exercisable not all rights or warrants shall have been exercised, the
adjusted Exercise Price shall be immediately readjusted to what it would


                                       6
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have been based upon the number of additional shares of Common Stock actually
issued (or the number of shares of Common Stock issuable upon exercise of
convertible securities actually issued).

                  (c)   Distributions Other Than Common Stock or Cash. In case
the Company shall distribute to all or substantially all holders of Common Stock
any shares of capital stock of the Company (other than Common Stock), evidences
of indebtedness or other non-cash assets (including securities of any person
other than the Company but excluding (1) dividends or distributions paid in cash
or (2) dividends or distributions referred to in subsection (a) of this Section
3), or shall distribute to all or substantially all holders of Common Stock
rights or warrants to subscribe for or purchase any of its securities (excluding
those rights and warrants referred to in subsection (b) of this Section 3 and
also excluding the distribution of rights to all holders of Common Stock
pursuant to the adoption of a stockholders rights plan or the detachment of such
rights under the terms of such stockholder rights plan), then in each such case
the Exercise Price shall be adjusted so that the same shall equal the price
determined by multiplying the current Exercise Price by a fraction, of which (x)
the numerator shall be the Current Market Price Per Share on the record date
mentioned below less the fair market value on such record date (as reasonably
determined in good faith by the Board of Directors of the Company, whose
determination shall be conclusive evidence of such fair market value and which
shall be evidenced by an Officer's Certificate delivered to the Holder) of the
portion of the capital stock, evidences of indebtedness or other non-cash assets
so distributed or of such rights or warrants applicable to one share of Common
Stock (determined on the basis of the number of shares of Common Stock
outstanding on the record date), and (y) the denominator shall be the Current
Market Price Per Share on such record date. Such adjustment shall be made
successively whenever any such distribution is made and shall become effective
immediately after the record date for the determination of shareholders entitled
to receive such distribution.

                  (d)   Cash Distributions. In case the Company shall, by
dividend or otherwise, at any time distribute (a "TRIGGERING DISTRIBUTION") to
all or substantially all holders of its Common Stock cash in an aggregate amount
that, together with the aggregate amount of (i) any cash and the fair market
value (as reasonably determined in good faith by the Board of Directors of the
Company, whose determination shall be conclusive evidence thereof and which
shall be evidenced by an Officer's Certificate delivered to the Holder) of any
other consideration payable in respect of any tender offer by the Company or a
Subsidiary of the Company for Common Stock consummated within the 12 months
preceding the date of payment of the Triggering Distribution and in respect of
which no Exercise Price adjustment pursuant to this Section 3 has been made and
(ii) all other cash distributions to all or substantially all holders of its
Common Stock made within the 12 months preceding the date of payment of the
Triggering Distribution and in respect of which no Exercise Price adjustment
pursuant to this Section 3 has been made, exceeds an amount equal to 10% of the
product of the Current Market Price Per Share on the Business Day (the
"DETERMINATION DATE") immediately preceding the day on which such Triggering
Distribution is declared by the Company, multiplied by the number of shares of
Common Stock outstanding on the Determination Date (excluding shares held in the
treasury of the Company),


                                       7
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the Exercise Price shall be reduced so that the same shall equal the price
determined by multiplying such Exercise Price in effect immediately prior to the
Determination Date by a fraction, of which (x) the numerator shall be the
Current Market Price Per Share on the Determination Date less the sum of the
aggregate amount of cash and the aggregate fair market value (as reasonably
determined in good faith by the Board of Directors of the Company, whose
determination shall be conclusive evidence of such fair market value and which
shall be evidenced by an Officer's Certificate delivered to the Holder) of any
such other consideration so distributed, paid or payable within such 12 months
(including, without limitation, the Triggering Distribution) applicable to one
share of Common Stock (determined on the basis of the number of shares of Common
Stock outstanding on the Determination Date) and (y) the denominator shall be
such Current Market Price Per Share on the Determination Date, such adjustment
to become effective immediately prior to the opening of business on the day
following the date on which the Triggering Distribution is paid.

                  (e)   Tender Offers. (1) In case any tender offer made by the
Company for Common Stock shall expire and such tender offer (as amended upon the
expiration thereof) shall involve the payment of aggregate consideration in an
amount (determined as the sum of the aggregate amount of cash consideration and
the aggregate fair market value (as reasonably determined in good faith by the
Board of Directors of the Company, whose determination shall be conclusive
evidence thereof and which shall be evidenced by an Officer's Certificate
delivered to the Holder) of any other consideration) that, together with the
aggregate amount of (i) any cash and the fair market value (as reasonably
determined in good faith by the Board of Directors of the Company, whose
determination shall be conclusive evidence thereof and which shall be evidenced
by an Officer's Certificate delivered to the Holder) of any other consideration
payable in respect of any other tender offers by the Company or any Subsidiary
of the Company for Common Stock consummated within the 12 months preceding the
date of the Tender Expiration Date (as defined below) and in respect of which no
Exercise Price adjustment pursuant to this Section 3 has been made and (ii) all
cash distributions to all or substantially all holders of its Common Stock made
within the 12 months preceding the Tender Expiration Date and in respect of
which no Exercise Price adjustment pursuant to this Section 3 has been made,
exceeds an amount equal to 10% of the product of the Current Market Price Per
Share as of the last date (the "TENDER EXPIRATION DATE") tenders could have been
made pursuant to such tender offer (as it may be amended) (the last time at
which such tenders could have been made on the Tender Expiration Date is
hereinafter sometimes called the "TENDER EXPIRATION TIME") multiplied by the
number of shares of Common Stock outstanding (including tendered shares but
excluding any shares held in the treasury of the Company) at the Tender
Expiration Time, then, immediately prior to the opening of business on the day
after the Tender Expiration Date, the Exercise Price shall be reduced so that
the same shall equal the price determined by multiplying the Exercise Price in
effect immediately prior to the close of business on the Tender Expiration Date
by a fraction, of which (x) the numerator shall be the product of the number of
shares of Common Stock outstanding (including tendered shares but excluding any
shares held in the treasury of the Company) at the Tender Expiration Time
multiplied by the Current Market Price Per Share on the Trading Day next
succeeding the Tender Expiration Date and (y) the denominator shall be the sum
of (A) the aggregate


                                       8
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consideration (determined as aforesaid) payable to stockholders based on the
acceptance (up to any maximum specified in the terms of the tender offer) of all
shares validly tendered and not withdrawn as of the Tender Expiration Time (the
shares deemed so accepted, up to any such maximum, being referred to as the
"PURCHASED SHARES") and (B) the product of the number of shares of Common Stock
outstanding (less any Purchased Shares and excluding any shares held in the
treasury of the Company) at the Tender Expiration Time and the Current Market
Price Per Share on the Trading Day next succeeding the Tender Expiration Date,
such adjustment to become effective immediately prior to the opening of business
on the day following the Tender Expiration Date. In the event that the Company
is obligated to purchase shares pursuant to any such tender offer, but the
Company is permanently prevented by applicable law from effecting any or all
such purchases or any or all such purchases are rescinded, the Exercise Price
shall again be adjusted to be the Exercise Price which would have been in effect
based upon the number of shares actually purchased. If the application of this
Subsection 3(e) to any tender offer would result in an increase in the Exercise
Price, no adjustment shall be made for such tender offer under this Subsection
3(e).

                        (2)   For purposes of Subsections 3(d) and 3(e), the
term "tender offer" shall mean and include both tender offers and exchange
offers (within the meaning of United States federal securities laws), all
references to purchases of shares in tender offers (and all similar references)
shall mean and include both the purchase of shares in tender offers and the
acquisition of shares pursuant to exchange offers, and all references to
tendered shares (and all similar references) shall mean and include shares
tendered in both tender offers and exchange offers.

                  (f)   Current Market Price Per Share. For the purpose of any
computation under subsections (b), (c), (d) and (e) of this Section 3, the
current market price per share of Common Stock (the "CURRENT MARKET PRICE PER
SHARE") on any date shall be deemed to be the average of the daily Closing
Prices for the 30 consecutive Trading Days commencing 45 Trading Days before (i)
the Determination Date or the Tender Expiration Date, as the case may be, with
respect to distributions or tender offers under subsection (d) or (e) of this
Section 3 or (ii) the record date with respect to distributions, issuances or
other events requiring such computation under subsection (b) or (c) of this
Section 3.

                  (g)   Deferral of Issuance. In any case in which this Section
3 shall require that an adjustment be made following a record date or a
Determination Date or Tender Expiration Date, as the case may be, established
for purposes of this Section 3, the Company may elect to defer (but only until
five Business Days following the filing by the Company with the Holder of the
certificate described in Section 5) issuing to the Holder of any Warrant
exercised after such record date or Determination Date or Tender Expiration Date
the shares of Common Stock and other capital stock of the Company issuable upon
such exercise over and above the shares of Common Stock and other capital stock
of the Company issuable upon such exercise only on the basis of the Exercise
Price prior to adjustment; and, in lieu of the shares the issuance of which is
so deferred, the Company shall issue or cause its transfer agent to issue due
bills or other appropriate evidence prepared by the Company of the right to
receive such shares. If any distribution in respect of


                                       9
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which an adjustment to the Exercise Price is required to be made as of the
record date or Determination Date or Tender Expiration Date therefor is not
thereafter made or paid by the Company for any reason, the Exercise Price shall
be readjusted to the Exercise Price which would then be in effect if such record
date had not been fixed or such effective date or Determination Date or Tender
Expiration Date had not occurred.

                  (h)   No Adjustment. No adjustment in the Exercise Price shall
be required unless the adjustment would require an increase or decrease of at
least 1% in the Exercise Price as last adjusted; provided, however, that any
adjustments which by reason of this Section 3(h) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 3 shall be made to the nearest cent or to
the nearest one-hundredth of a share, as the case may be.

                        No adjustment need be made for issuances of Common Stock
pursuant to a Company plan for reinvestment of dividends or interest or for a
change in the par value or a change to no par value of the Common Stock.

                  (i)   Adjustment for Tax Purposes. The Company shall be
entitled to make such reductions in the Exercise Price, in addition to those
required by Section 3, as it in its discretion shall determine to be advisable
in order that any stock dividends, subdivisions of shares, distributions of
rights to purchase stock or securities or distributions of securities
convertible into or exchangeable for stock hereafter made by the Company to its
stockholders shall not be taxable.

      4.    ADJUSTMENT OF NUMBER OF SHARES PURCHASABLE. Upon any adjustment of
the Exercise Price as provided in Section 3, the number of shares subject to
this Warrant shall be adjusted so that the Holder shall thereafter be entitled
to purchase, at the Exercise Price resulting from such adjustment, the number of
shares of Common Stock (calculated to the nearest 1/100th of a share) obtained
by multiplying the Exercise Price in effect immediately prior to such adjustment
by the number of Warrant Shares purchasable hereunder immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.

      5.    NOTICE OF ADJUSTMENT. Whenever the Exercise Price, exercise
privilege or number of Warrant Shares issuable upon an exercise of this Warrant
shall be adjusted pursuant to the terms hereof, the Company shall promptly mail
to the Holder a notice of the adjustment (in accordance with Section 17) and an
Officer's Certificate briefly stating the facts requiring the adjustment and the
manner of computing it. Unless and until the Holder shall receive an Officer's
Certificate setting forth an adjustment of the Exercise Price or the number of
Warrant Shares issuable upon an exercise of this Warrant, the Holder may assume
without inquiry that the Exercise Price and the number of Warrant Shares
issuable upon an exercise of this Warrant have not been adjusted and that the
last Exercise Price and number of Warrant Shares issuable upon an exercise of
this Warrant of which it has knowledge remain in effect.


                                       10
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      6.    NOTICE OF CERTAIN TRANSACTIONS. In the event that:

                  (a)   the Company takes any action which would require an
            adjustment in the Exercise Price or the number of Warrant Shares
            issuable upon an exercise of this Warrant;

                  (b)   the Company consolidates or merges with or into, or
            transfers all or substantially all of its property and assets to,
            another corporation or another corporation merges into the Company
            and, in each such case, stockholders of the Company must approve the
            transaction; or

                  (c)   there is a dissolution or liquidation of the Company;

the Company shall mail to the Holder a notice in accordance with Section 17
stating the proposed record or effective date, as the case may be. The Company
shall mail the notice at least ten days before such date. Failure to mail such
notice or any defect therein shall not affect the validity of any transaction
referred to in subsections (a), (b) or (c) of this Section 6.

      7.    EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE ON
EXERCISE PRIVILEGE. If any of the following shall occur, namely: (a) any
reclassification or change of shares of Common Stock issuable upon exercise of
the Warrants (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination, or any other change for which an adjustment is provided in Section
3); (b) any consolidation or merger or combination to which the Company is a
party other than a merger in which the Company is the continuing corporation and
which does not result in any reclassification of, or change (other than in par
value, or from par value to no par value, or from no par value to par value, or
as a result of a subdivision or combination) in, outstanding shares of Common
Stock; or (c) any sale, conveyance, transfer or lease of all or substantially
all of the property and assets of the Company, directly or indirectly, to any
Person (any such event being called a "CAPITAL REORGANIZATION"), upon the
effective date of such Capital Reorganization, the Holder shall have the right
to purchase, upon exercise of this Warrant, the kind and amount of shares of
stock and other securities and property (including cash) which the Holder would
have owned or have been entitled to receive after such Capital Reorganization if
this Warrant had been exercised immediately prior to such Capital
Reorganization, assuming the Holder (i) is not a person with which the Company
consolidated or into which the Company merged or which merged into the Company
or to which such sale or conveyance was made, as the case may be ("constituent
person"), or an affiliate of a constituent person and (ii) failed to exercise
his rights of election, if any, as to the kind or amount of securities, cash or
other property receivable upon such Capital Reorganization. The provisions of
this Section 7 shall similarly apply to successive Capital Reorganizations.

      8.    REPRESENTATIONS AND WARRANTIES OF HOLDER. In connection with the
issuance of this Warrant, and the Warrant Shares upon the exercise of this
Warrant, the Holder hereby makes the following representations and warranties to
the Company, effective as of the date hereof and upon each exercise of this
Warrant in whole or in part:


                                       11
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                  (a)   the Holder is an "accredited investor" as such term is
defined in Regulation D under the Securities Act of 1933, as amended (the
"SECURITIES ACT");

                  (b)   the Holder is acquiring the Warrant or the Warrant
Shares, as applicable, for the Holder's own account for investment and not with
a view to, or for sale in connection with, any distribution thereof in violation
of the Securities Act, nor with any present intention of distributing or selling
the same in violation of the Securities Act;

                  (c)   the Holder understands that the Warrant and the Warrant
Shares have not been registered under the Securities Act, in reliance upon
exemptions contained in the Securities Act and applicable regulations
promulgated thereunder or interpretations thereof, and cannot be offered for
sale, sold or otherwise transferred unless such sale or transfer is so
registered or qualifies for exemption from registration under the Securities
Act, and that the certificates representing such shares may bear a legend
substantially in the form set forth in Section 9 hereof; and

                  (d)   the Holder further understands that it may be required
to hold the Warrant and the Warrant Shares for an indefinite period of time
unless the Warrant and the Warrant Shares are subsequently registered under the
Securities Act or unless an exemption from registration is otherwise available.

      9.    LEGEND.

                  (a)   The Holder agrees not to make any disposition of all or
any part of the Warrant or Warrant Shares except in accordance with Section 13
hereof and unless and until:

                        (i)   The Holder shall be entitled to rely on an
exemption from registration under the Securities Act for such disposition; or

                        (ii)  There is then in effect a registration statement
under the Securities Act covering such proposed disposition and such disposition
is made in accordance with said registration statement.

                  (b)   The Holder understands and agrees that all certificates
evidencing Warrant Shares may bear the following legend:

THE WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES
LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF SUCH ACT AND SUCH LAWS.


                                       12
<PAGE>
Such legend shall be removed by the Company at the request of the Holder in
connection with any sale which the Company reasonably determines to be pursuant
to an effective registration statement under the Securities Act or pursuant to a
valid exemption from the registration requirements of the Securities Act.

      10.   FRACTIONAL SHARES. Notwithstanding an adjustment of this Warrant to
the contrary, the Company shall not be required to issue fractions of shares
upon exercise of this Warrant or to distribute certificates which evidence
fractional shares. In lieu of fractional shares, the Company may make payment to
the Holder, at the time of exercise of this Warrant as herein provided, of an
amount in cash equal to such fraction multiplied by the Closing Price on the
Exercise Date.

      11.   NO DILUTION OR IMPAIRMENT. The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
dilution or other impairment. Without limiting the generality of the foregoing,
the Company (a) will not increase the par value of any shares of stock
receivable on the exercise of this Warrant above the amount payable therefor on
such exercise, (b) will at all times reserve and keep available the maximum
number of its authorized shares of Common Stock, free from all preemptive rights
therein, which will be sufficient to permit the full exercise of this Warrant,
and (c) will take all such action as may be necessary or appropriate in order
that all Warrant Shares will, upon issuance, be duly and validly issued, fully
paid and nonassessable, and free from all taxes, liens and charges with respect
to the issue thereof.

      12.   REPLACEMENT OF WARRANTS. On receipt by the Company of an affidavit
of an authorized representative of the Holder stating the circumstances of the
loss, theft, destruction or mutilation of this Warrant (and in the case of any
such mutilation, on surrender and cancellation of such Warrant), the Company at
its expense will promptly execute and deliver, in lieu thereof, a new Warrant of
like tenor which shall be exercisable for a like number of Warrant Shares. If
required by the Company, such Holder must provide an indemnity bond or other
indemnity sufficient in the judgment of the Company to protect the Company from
any loss which it may suffer if a lost, stolen or destroyed Warrant is replaced.

      13.   RESTRICTIONS ON TRANSFER.

            (a)   Subject to the provisions of this Section 13, this Warrant may
be transferred or assigned, in whole or in part, by the Holder at any time and
from time to time. The term "HOLDER" as used herein shall also include any
transferee of this Warrant whose name has been recorded by the Company in the
Warrant Register (as hereinafter defined). Each transferee of the Warrant or the
Common Stock issuable upon the exercise of the Warrant acknowledges that neither
the Warrant nor the Common Stock issuable upon the exercise of the Warrant has
been


                                       13
<PAGE>
registered under the Securities Act and may be transferred only pursuant to an
effective registration under the Securities Act or pursuant to an applicable
exemption from the registration requirements of the Securities Act.

            (b)   With respect to a transfer that should occur prior to the time
that the Warrant or the Common Stock issuable upon the exercise thereof is
registered under the Securities Act, such Holder shall request an opinion of
counsel (which shall be rendered by counsel reasonably acceptable to the
Company) that the proposed transfer may be effected without registration or
qualification under any Federal or state securities or blue sky law. Counsel
shall, as promptly as practicable, notify the Company and the Holder of such
opinion and of the terms and conditions, if any, to be observed in such
transfer, whereupon the Holder shall be entitled to transfer this Warrant or
such shares of Common Stock (or portion thereof), subject to any other
provisions and limitations of this Warrant. In the event this Warrant shall be
exercised as an incident to such transfer, such exercise shall relate back and
for all purposes of this Warrant be deemed to have occurred as of the date of
such notice regardless of delays incurred by reason of the provisions of this
Section 13 which may result in the actual exercise on any later date.

            (c)   The Company shall maintain a register (the "WARRANT REGISTER")
in its principal office for the purpose of registering the Warrant and any
transfer thereof, which register shall reflect and identify, at all times, the
ownership of any interest in the Warrant. Upon the issuance of this Warrant, the
Company shall record the name of the initial holder of this Warrant in the
Warrant Register as the first Holder. Upon surrender for registration of
transfer or exchange of this Warrant together with a properly executed
Assignment in the form attached hereto as Exhibit B at the principal office of
the Company, the Company shall, at its expense, execute and deliver one or more
new Warrants of like tenor which shall be exercisable in the aggregate for the
total number of Warrant Shares, registered in the name of the Holder or a
transferee or transferees.

            This Warrant may be transferred or assigned, in whole or in part, by
the Holder at any time without the consent of the Company.

      14.   NO RIGHTS OR LIABILITY AS A STOCKHOLDER. This Warrant does not
entitle the Holder hereof to any voting rights or other rights as a stockholder
of the Company. No provisions hereof, in the absence of affirmative action by
the Holder hereof to purchase Common Stock, and no enumeration herein of the
rights or privileges of the Holder shall give rise to any liability of such
Holder as a stockholder of the Company.

      15.   CHARGES, TAXES AND EXPENSES. Issuance of certificates for shares of
Common Stock upon the exercise of this Warrant shall be made without charge to
the Holder hereof for any issue or transfer tax, or other incidental expense, in
respect of the issuance or delivery of such certificates or the securities
represented thereby, all of which taxes and expenses shall be paid by the
Company.


                                       14
<PAGE>
      16.   AMENDMENT OR WAIVER. This Warrant and any term hereof may be
amended, waived, discharged or terminated only by and with the written consent
of the Company and the Holder.

      17.   NOTICES. All notices, requests, claims, demands and other
communications required or permitted to be given hereunder will be in writing
and will be delivered by hand or telecopied, e-mailed or sent, postage prepaid,
by registered, certified or express mail or reputable overnight courier service
and will be deemed given when so delivered by hand or telecopied, when e-mail
confirmation is received if delivered by e-mail, or three Business Days after
being so mailed (one Business Day in the case of express mail or overnight
courier service). All such notices, requests, claims, demands and other
communications will be addressed as set forth below, or pursuant to such other
instructions as may be designated in writing by the party to receive such
notice:

            (a)   If to Conexant:

                  Conexant Systems, Inc.
                  4311 Jamboree Road
                  Newport Beach, California  92660-3095

                  Attention:    Dwight W. Decker
                                Chairman of the Board and Chief Executive
                                 Officer
                  Telecopy:     (949) 483-4318
                  E-mail:       dwight.decker@conexant.com

                  with a copy to:

                  Conexant Systems, Inc.
                  4311 Jamboree Road
                  Newport Beach, California  92660-3095

                  Attention:    Dennis E. O'Reilly, Esq.
                                Senior Vice President, General Counsel
                                  and Secretary
                  Telecopy:     (949) 483-9475
                  E-mail:       dennis.o'reilly@conexant.com


                                       15
<PAGE>
            (b)   If to the Company:

                  Mindspeed Technologies, Inc.
                  4000 MacArthur Boulevard
                  Newport Beach, California 92660-3095

                  Attention:    Raouf Y. Halim
                                Chief Executive Officer
                  Telecopy:     (949) 579-6106
                  E-mail:       raouf.halim@mindspeed.com

                  with a copy to:

                  Mindspeed Technologies, Inc.
                  4000 MacArthur Boulevard
                  Newport Beach, California 92660-3095

                  Attention:       [Name]
                                   [Title]
                  Telecopy:
                  E-mail:

      18.   CERTAIN REMEDIES. The Holder shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Warrant and to enforce
specifically the terms and provisions of this Warrant in any court of the United
States or any state thereof having jurisdiction, this being in addition to any
other remedy to which such Holder may be entitled at law or in equity.

      19.   GOVERNING LAW. This agreement shall be governed by, construed in
accordance with, and enforced under, the law of the State of Delaware applicable
to agreements or instruments entered into and performed entirely within such
State.

      20.   HEADINGS. The headings in this Warrant are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       16
<PAGE>
                           [SIGNATURE PAGE TO WARRANT]

            IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its duly authorized officer effective as of [ ], 2003.


                                          MINDSPEED TECHNOLOGIES, INC.



                                          By:  _______________________________
                                               Name:
                                               Title:


ACKNOWLEDGED AND ACCEPTED:

CONEXANT SYSTEMS, INC.



By:  _______________________________
     Name:
     Title:


                                       17
<PAGE>
                                                             Exhibit A to Common
                                                          Stock Purchase Warrant

                                    [FORM OF]

                           ELECTION TO PURCHASE SHARES

            The undersigned hereby irrevocably elects to exercise the Warrant to
purchase _____ shares of Common Stock, par value $0.01 per share ("Common
Stock"), of MINDSPEED TECHNOLOGIES, INC. (the "Company") and hereby [makes
payment of $_______ therefor] [or] [makes payment therefore by surrendering
pursuant to Section 2(b)(ii) of the Warrant _____ shares of Common Stock of the
Company] [or] [makes payment therefor by cancellation pursuant to Section 2(c)
of the Warrant of a portion of the Warrant with respect to _________ shares of
Common Stock]. The undersigned hereby requests that certificates for such shares
be issued and delivered as follows:

ISSUE TO:
________________________________________________________________________________

                                     (NAME)

________________________________________________________________________________

                          (ADDRESS, INCLUDING ZIP CODE)

________________________________________________________________________________

                  (SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)

DELIVER TO:
________________________________________________________________________________

                                     (NAME)

________________________________________________________________________________

                          (ADDRESS, INCLUDING ZIP CODE)


                                       18
<PAGE>
                                                             Exhibit B to Common
                                                          Stock Purchase Warrant

                              [FORM OF] ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto the Assignee named below all of the rights of the undersigned to
purchase Common Stock, par value $0.01 per share ("Common Stock"), of MINDSPEED
TECHNOLOGIES, INC. represented by the Warrant, with respect to the number of
shares of Common Stock set forth below:

<TABLE>
<CAPTION>
Name of Assignee        Address                 No. of Shares
----------------        -------                 -------------
<S>                     <C>                     <C>






</TABLE>

and does hereby irrevocably constitute and appoint ____________________________
Attorney to make such transfer on the books of MINDSPEED TECHNOLOGIES, INC.
maintained for that purpose, with full power of substitution in the premises.

Dated: ____________________________         CONEXANT SYSTEMS, INC.


                                            By:
                                                ________________________________
                                                Name:
                                                Title: