<PAGE>
                                                                     Exhibit 4.2

                                                                       [5/13/03]

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                          MINDSPEED TECHNOLOGIES, INC.

                                       AND

                       [                           ], AS
                                  RIGHTS AGENT

                                     FORM OF

                                RIGHTS AGREEMENT

                              DATED AS OF [ ], 2003

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>
Section 1.   Certain Definitions..........................................     1
Section 2.   Appointment of Rights Agent..................................     5
Section 3.   Issue of Right Certificates..................................     5
Section 4.   Form of Right Certificates...................................     7
Section 5.   Countersignature and Registration............................     7
Section 6.   Transfer, Split Up, Combination and Exchange of Right
              Certificates; Mutilated, Destroyed, Lost or Stolen Right
              Certificates................................................     8
Section 7.   Exercise of Rights; Purchase Price; Expiration Date of
              Rights......................................................     9
Section 8.   Cancellation and Destruction of Right Certificates...........    10
Section 9.   Availability of Preferred Shares.............................    10
Section 10.  Preferred Shares Record Date.................................    11
Section 11.  Adjustment of Purchase Price, Number of Shares or Number of
              Rights......................................................    11
Section 12.  Certificate of Adjusted Purchase Price or Number of Shares...    18
Section 13.  Consolidation, Merger or Sale or Transfer of Assets or
              Earning Power...............................................    18
Section 14.  Fractional Rights and Fractional Shares......................    19
Section 15.  Rights of Action.............................................    20
Section 16.  Agreement of Right Holders...................................    20
Section 17.  Right Holder Not Deemed a Shareowner.........................    21
Section 18.  Concerning the Rights Agent..................................    21
Section 19.  Merger or Consolidation or Change of Name of Rights Agent....    22
Section 20.  Duties of Rights Agent.......................................    22
Section 21.  Change of Rights Agent.......................................    24
Section 22.  Issuance of New Right Certificates...........................    25
Section 23.  Redemption...................................................    26
Section 24.  Exchange.....................................................    26
Section 25.  Notice of Certain Events.....................................    28
Section 26.  Notices......................................................    29
Section 27.  Supplements and Amendments...................................    29
Section 28.  Successors...................................................    30
Section 29.  Benefits of this Agreement...................................    30
Section 30.  Severability.................................................    30
Section 31.  Governing Law................................................    30
Section 32.  Counterparts.................................................    30
Section 33.  Descriptive Headings.........................................    30
</TABLE>

Exhibit A - Form of Right Certificate


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                                RIGHTS AGREEMENT

            Rights Agreement, dated as of [ ], 2003, between Mindspeed
Technologies, Inc., a Delaware corporation (the "Company"), and [             ],
as Rights Agent (the "Rights Agent").

            The Board of Directors of the Company has authorized and declared a
dividend of one preferred share purchase right (a "Right") for each share of
Common Stock (as hereinafter defined) to be issued in the pro rata distribution
of shares of Common Stock (the "Spin-Off") by Conexant Systems, Inc., a Delaware
corporation ("Conexant"), to Conexant's shareowners, each Right representing the
right to purchase one one-hundredth of a Preferred Share (as hereinafter
defined), upon the terms and subject to the conditions herein set forth, and has
further authorized and directed the issuance of one Right with respect to each
share of Common Stock that shall become outstanding between the effective date
of the Spin-Off (the "Record Date") and the earliest of the Distribution Date,
the Redemption Date and the Final Expiration Date (as such terms are hereinafter
defined); provided, however, that Rights may be issued with respect to shares of
Common Stock that shall become outstanding after the Distribution Date and prior
to the earlier of the Redemption Date and the Final Expiration Date in
accordance with the provisions of Section 22 hereof.

            Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

            Section 1. Certain Definitions. For purposes of this Agreement, the
following terms have the meanings indicated:

            (a) "Acquiring Person" shall mean any Person (as such term is
      hereinafter defined) who or which on or after the Record Date, together
      with all Affiliates and Associates (as such terms are hereinafter defined)
      of such Person, shall be the Beneficial Owner (as such term is hereinafter
      defined) of 20% or more of the shares of Common Stock then outstanding,
      but shall not include the Company, any Subsidiary (as such term is
      hereinafter defined) of the Company, Conexant, any employee benefit plan
      of Conexant, the Company or any Subsidiary of the Company, or any entity
      holding Common Stock for or pursuant to the terms of any such plan.
      Notwithstanding the foregoing, no Person shall become an "Acquiring
      Person" as the result of an acquisition of shares of Common Stock by the
      Company which, by reducing the number of shares of Common Stock
      outstanding, increases the proportionate number of shares of Common Stock
      beneficially owned by such Person to 20% or more of the shares of Common
      Stock then outstanding; provided, however, that if a Person shall become
      the Beneficial Owner of 20% or more of the shares of Common Stock then
      outstanding by reason of share purchases by the Company and shall, after

<PAGE>
      such share purchases by the Company, become the Beneficial Owner of any
      additional shares of Common Stock (other than an acquisition that does not
      directly or indirectly increase the proportionate share of the shares of
      Common Stock then outstanding beneficially owned by such Person), then
      such Person shall be deemed to be an "Acquiring Person". Notwithstanding
      the foregoing, if the Board of Directors of the Company determines in good
      faith that a Person who would otherwise be an "Acquiring Person", as
      defined pursuant to the foregoing provisions of this paragraph (a), has
      become such inadvertently, and such Person divests as promptly as
      practicable a sufficient number of shares of Common Stock so that such
      Person would no longer be an "Acquiring Person", as defined pursuant to
      the foregoing provisions of this paragraph (a), then such Person shall not
      be deemed to be an "Acquiring Person" for any purposes of this Agreement.

            (b) "Affiliate" and "Associate" shall have the respective meanings
      ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
      under the Securities Exchange Act of 1934, as amended (the "Exchange
      Act"), as in effect on the date of this Agreement.

            (c) A Person shall be deemed the "Beneficial Owner" of and shall be
      deemed to have "Beneficial Ownership" of and to "beneficially own" any
      securities:

                 (i)    which such Person or any of such Person's Affiliates
            or Associates beneficially owns, directly or indirectly;

                (ii) which such Person or any of such Person's Affiliates or
            Associates has (A) the right to acquire (whether such right is
            exercisable immediately or only after the passage of time) pursuant
            to any agreement, arrangement or understanding (other than customary
            agreements with and between underwriters and selling group members
            with respect to a bona fide public offering of securities), or upon
            the exercise of conversion rights, exchange rights, rights (other
            than the Rights), warrants or options, or otherwise; provided,
            however, that a Person shall not be deemed the Beneficial Owner of,
            or to beneficially own, securities tendered pursuant to a tender or
            exchange offer made by or on behalf of such Person or any of such
            Person's Affiliates or Associates until such tendered securities are
            accepted for purchase or exchange; or (B) the right to vote pursuant
            to any agreement, arrangement or understanding; provided, however,
            that a Person shall not be deemed the Beneficial Owner of, or to
            beneficially own, any security if the agreement, arrangement or
            understanding to vote such security (1) arises solely from a
            revocable proxy or consent given to such Person in response to a
            public proxy or consent solicitation made pursuant to, and in
            accordance with, the applicable rules and regulations


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            promulgated under the Exchange Act and (2) is not also then
            reportable on Schedule 13D or 13G under the Exchange Act (or any
            comparable or successor report); or

                  (iii) which are beneficially owned, directly or indirectly, by
            any other Person with which such Person or any of such Person's
            Affiliates or Associates has any agreement, arrangement or
            understanding (other than customary agreements with and between
            underwriters and selling group members with respect to a bona fide
            public offering of securities) for the purpose of acquiring,
            holding, voting (except to the extent contemplated by the proviso to
            Section l(c)(ii)(B)) or disposing of any securities of the Company.

      Notwithstanding anything in this definition of Beneficial Ownership to the
      contrary, the phrase "then outstanding", when used with reference to a
      Person's Beneficial Ownership of securities of the Company, shall mean the
      number of such securities then issued and outstanding together with the
      number of such securities not then actually issued and outstanding which
      such Person would be deemed to own beneficially hereunder.

            (d) "Business Day" shall mean any day other than a Saturday, a
      Sunday, or a day on which banking institutions in the State of New York
      are authorized or obligated by law or executive order to close.

            (e) "Close of Business" on any given date shall mean 5:00 P.M., New
      York City time, on such date; provided, however, that if such date is not
      a Business Day it shall mean 5:00 P.M., New York City time, on the next
      succeeding Business Day.

            (f) "Current Per Share Market Price" shall have the meaning set
      forth in Section 11(d)(i) hereof.

            (g) "Common Shares" when used with reference to any Person other
      than the Company shall mean the capital stock (or equity interest) with
      the greatest voting power of such other Person or, if such other Person is
      a Subsidiary of another Person, the Person or Persons which ultimately
      control such first-mentioned Person.

            (h) "Common Stock" shall mean the common stock, par value $.01 per
      share, of the Company.

            (i) "Designated Office" shall have the meaning set forth in Section
      5 hereof.


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            (j) "Distribution Date" shall have the meaning set forth in Section
      3(a) hereof.

            (k) "Equivalent Preferred Shares" shall have the meaning set forth
      in Section 11(b) hereof.

            (l) "Exchange Ratio" shall have the meaning set forth in Section
      24(a) hereof.

            (m) "Final Expiration Date" shall have the meaning set forth in
      Section 7(b) hereof.

            (n) "Nasdaq" shall have the meaning set forth in Section 11(d)(i)
      hereof.

            (o) "Person" shall mean any individual, firm, corporation, limited
      liability company, partnership, trust, association or other entity, and
      shall include any successor (by merger or otherwise) of such entity.

            (p) "Preferred Shares" shall mean shares of Series A Junior
      Participating Preferred Stock, without par value, of the Company having
      the rights and preferences set forth in the Certificate of Incorporation
      of the Company.

            (q) "Purchase Price" shall have the meaning set forth in Section
      7(a) hereof.

            (r) "Record Date" shall have the meaning set forth in the second
      paragraph of the Preamble hereof.

            (s) "Redemption Date" shall have the meaning set forth in Section
      7(b) hereof.

            (t) "Redemption Price" shall have the meaning set forth in Section
      23(a) hereof.

            (u) "Right" shall have the meaning set forth in the second paragraph
      of the Preamble hereof.

            (v) "Right Certificate" shall have the meaning set forth in Section
      3(a) hereof.

            (w) "Security" shall have the meaning set forth in Section 11(d)(i)
      hereof.


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<PAGE>
            (x) "Shares Acquisition Date" shall mean the first date of public
      announcement by the Company or an Acquiring Person that an Acquiring
      Person has become such.

            (y) "Spin-Off" shall have the meaning set forth in the second
      paragraph of the Preamble hereof.

            (z) "Subsidiary" of any Person shall mean any corporation or other
      entity of which a majority of the voting power of the voting equity
      securities or equity interest is owned, directly or indirectly, by such
      Person.

            (aa) "Trading Day" shall have the meaning set forth in Section
      11(d)(i).

            Section 2. Appointment of Rights Agent. The Company hereby appoints
the Rights Agent to act as agent for the Company in accordance with the terms
and conditions hereof, and the Rights Agent hereby accepts such appointment. The
Company may from time to time appoint such co-Rights Agents as it may deem
necessary or desirable. The Rights Agent shall have no duty to supervise, and in
no event shall be liable for, the acts or omissions of any such co-Rights Agent.

            Section 3. Issue of Right Certificates. (a) Until the earlier of (i)
the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day
(or such later date as may be determined by action of the Board of Directors of
the Company prior to such time as any Person becomes an Acquiring Person) after
the date of the commencement by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company or any entity holding shares of Common Stock for or
pursuant to the terms of any such plan) of a tender or exchange offer the
consummation of which would result in any Person becoming an Acquiring Person
(the earlier of such dates being herein referred to as the "Distribution Date"),
(x) the Rights will be attached to (subject to the provisions of Section 3(b)
hereof) the shares of Common Stock (whether in book-entry, uncertificated or
certificated form) issued and outstanding and the Rights will be owned by the
registered holders of the shares of Common Stock and will not be evidenced by
separate Right Certificates, and (y) any transfer of shares of Common Stock (or
any interest therein, including the creation of a security interest) will also
effect a transfer of the associated Rights (or the equivalent interest therein)
and neither the Rights nor any interest therein may be transferred otherwise
than by transfer of the associated shares of Common Stock (or the equivalent
interest therein). As soon as practicable after the Distribution Date, the
Company will prepare and execute, the Rights Agent will countersign, and the
Company will send or cause to be sent (and the Rights Agent will, if requested
and provided with a list of the relevant holders of Common Stock by the Company,
send) by first-class, insured, postage-prepaid mail, to each record holder of
shares of Common Stock as of the Close of Business on the Distribution Date, at
the address of such holder shown on the records of the Company, a Right
Certificate, in substantially the form of Exhibit A hereto (a "Right
Certificate"), evidencing one Right for each share of Common Stock so held,


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subject, in the case of shares of Common Stock held in uncertificated form on
the Distribution Date, to the rights provided by law to a registered pledgee
whose security interest has been duly registered with the Company. As of the
Distribution Date, the Rights will be evidenced solely by such Right
Certificates.

            (b) Until the earliest of the Distribution Date, the Redemption Date
or the Final Expiration Date, certificates for shares of Common Stock shall have
impressed on, printed on, written on or otherwise affixed to them substantially
the following legend:

      This certificate also evidences and entitles the holder hereof to certain
      Rights as set forth (and as defined) in a Rights Agreement between
      Mindspeed Technologies, Inc. and [                          ], as Rights
      Agent, dated as of [ ], 2003, as it may be amended from time to time (the
      "Rights Agreement"), the terms of which are hereby incorporated herein by
      reference and a copy of which is on file at the principal executive
      offices of Mindspeed Technologies, Inc. Under certain circumstances, as
      set forth in the Rights Agreement, such Rights will be evidenced by
      separate certificates and will no longer be evidenced by this certificate.
      Mindspeed Technologies, Inc. will mail to the holder of this certificate a
      copy of the Rights Agreement without charge after receipt of a written
      request therefor. Under certain circumstances, as set forth in the Rights
      Agreement, Rights beneficially owned by any Person (as defined in the
      Rights Agreement) who becomes an Acquiring Person (as defined in the
      Rights Agreement) may become null and void.

With respect to such certificates containing the foregoing legend, until the
Distribution Date, the Rights associated with the shares of Common Stock
represented by such certificates shall be evidenced by such certificates alone,
and the surrender for transfer of any such certificate shall also constitute the
transfer of the Rights associated with the shares of Common Stock represented
thereby.

            (c) Until the earliest of the Distribution Date, the Redemption Date
or the Final Expiration Date, confirmations and account statements sent to
holders of shares of Common Stock in book-entry form and initial transaction
statements relating to the registration, pledge or release from pledge of shares
of Common Stock in uncertificated form shall have impressed on, printed on,
written on or otherwise affixed to them substantially the following legend:

      The shares of Common Stock, par value $.01 per share, of Mindspeed
      Technologies, Inc. to which this statement relates also evidence and
      entitle the holder thereof to certain Rights as set forth (and as defined)
      in a Rights Agreement between Mindspeed Technologies, Inc. and
      [                   ], as Rights Agent, dated as of [ ], 2003, as it may
      be amended from time to time (the "Rights Agreement"), the terms of


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<PAGE>
      which are hereby incorporated herein by reference and a copy of which is
      on file at the principal executive offices of Mindspeed Technologies, Inc.
      Under certain circumstances, as set forth in the Rights Agreement, such
      Rights will be evidenced by separate certificates and will no longer be
      evidenced by the shares to which this statement relates. Mindspeed
      Technologies, Inc. will mail to the holder of the shares to which this
      statement relates and any registered pledgee of uncertificated shares a
      copy of the Rights Agreement without charge after receipt of a written
      request therefor. Under certain circumstances, as set forth in the Rights
      Agreement, Rights beneficially owned by any Person (as defined in the
      Rights Agreement) who becomes an Acquiring Person (as defined in the
      Rights Agreement) may become null and void.

With respect to shares of Common Stock in book-entry form for which there has
been sent a confirmation or account statement and shares of Common Stock in
uncertificated form for which there has been sent an initial transaction
statement containing the foregoing legend, until the earliest of the
Distribution Date, the Redemption Date or the Final Expiration Date, the Rights
associated with such shares of Common Stock shall be evidenced by such shares of
Common Stock alone, and the registration of transfer or pledge, or the release
from pledge, of any such shares of Common Stock shall also constitute the
registration of transfer or pledge, or the release from pledge, as the case may
be, of the Rights associated with such shares of Common Stock.

            (d) In the event that the Company purchases or acquires any shares
of Common Stock after the Record Date but prior to the Distribution Date, any
Rights associated with such shares of Common Stock shall be deemed canceled and
retired so that the Company shall not be entitled to exercise any Rights
associated with the shares of Common Stock which are no longer outstanding.

            Section 4. Form of Right Certificates. Subject to the provisions of
Section 22 hereof, the Right Certificates (and the forms of election to purchase
Preferred Shares and of assignment to be printed on the reverse thereof) shall
be substantially the same as Exhibit A hereto and may have such marks of
identification or designation and such legends, summaries or endorsements
printed thereon as the Company may deem appropriate (but which do not affect the
rights, duties or responsibilities of the Rights Agent) and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the Rights
may from time to time be listed or the National Association of Securities
Dealers, Inc., or to conform to usage.

            Section 5. Countersignature and Registration. The Right Certificates
shall be executed on behalf of the Company by its Chief Executive Officer, any
of its Vice Presidents, or its Treasurer, either manually or by facsimile
signature, shall have affixed


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<PAGE>
thereto the Company's seal or a facsimile thereof, and shall be attested by the
Secretary or an Assistant Secretary of the Company, either manually or by
facsimile signature. The Right Certificates shall be countersigned by the Rights
Agent, either manually or by facsimile signature, and shall not be valid for any
purpose unless countersigned. In case any officer of the Company who shall have
signed any of the Right Certificates shall cease to be such officer of the
Company before countersignature by the Rights Agent and issuance and delivery by
the Company, such Right Certificates, nevertheless, may be countersigned by the
Rights Agent and issued and delivered by the Company with the same force and
effect as though the person who signed such Right Certificates had not ceased to
be such officer of the Company; and any Right Certificate may be signed on
behalf of the Company by any person who, at the actual date of the execution of
such Right Certificate, shall be a proper officer of the Company to sign such
Right Certificate, although at the date of the execution of this Agreement any
such person was not such an officer.

            Following the Distribution Date and receipt by the Rights Agent of a
list of the relevant holders of Common Stock as of the Distribution Date
provided by the Company, the Rights Agent will keep or cause to be kept, at an
office designated for such purpose (the "Designated Office"), books for
registration and transfer of the Right Certificates issued hereunder. Such books
shall show the names and addresses of the respective holders of the Right
Certificates, the number of Rights evidenced on its face by each of the Right
Certificates and the date of each of the Right Certificates.

            Section 6. Transfer, Split Up, Combination and Exchange of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. Subject
to the provisions of Section 14 hereof, at any time after the Close of Business
on the Distribution Date, and at or prior to the Close of Business on the
earlier of the Redemption Date or the Final Expiration Date, any Right
Certificate or Right Certificates (other than Right Certificates representing
Rights that have become null and void pursuant to Section 11(a)(ii) hereof or
that have been exchanged pursuant to Section 24 hereof) may be transferred,
split up, combined or exchanged for another Right Certificate or Right
Certificates, entitling the registered holder of the Rights evidenced thereby to
purchase a like number of one one-hundredths of a Preferred Share as the Right
Certificate or Right Certificates surrendered then entitled such holder to
purchase. Any registered holder desiring to transfer, split up, combine or
exchange any Right Certificate or Right Certificates shall make such request in
writing delivered to the Rights Agent, and shall surrender the Right Certificate
or Right Certificates to be transferred, split up, combined or exchanged at the
Designated Office of the Rights Agent. Thereupon the Rights Agent shall
countersign and deliver to the Person entitled thereto a Right Certificate or
Right Certificates, as the case may be, as so requested. The Company may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer, split up, combination or exchange of
Right Certificates.


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<PAGE>
            Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Right Certificate, and, in case of loss, theft or destruction, of indemnity or
security satisfactory to them, and, at the Company's request, reimbursement to
the Company and the Rights Agent of all reasonable expenses incidental thereto,
and upon surrender to the Rights Agent and cancellation of the Right Certificate
if mutilated, the Company will make and deliver a new Right Certificate of like
tenor to the Rights Agent for delivery to the registered holder in lieu of the
Right Certificate so lost, stolen, destroyed or mutilated.

            Section 7. Exercise of Rights; Purchase Price; Expiration Date of
Rights. (a) Each Right (other than Rights that have become null and void
pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to
Section 24 hereof) shall initially entitle the registered holder thereof to
purchase one one-hundredth of a Preferred Share, subject to adjustment from time
to time as provided in Section 11 or 13 hereof. The purchase price (the
"Purchase Price") for each one one-hundredth of a Preferred Share purchasable
pursuant to the exercise of a Right shall initially be $[ ], and shall be
subject to adjustment from time to time as provided in Section 11 or 13 hereof
and shall be payable in lawful money of the United States of America in
accordance with paragraph (c) below.

            (b) The registered holder of any Right Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein) in whole or in
part at any time after the Distribution Date upon surrender of the Right
Certificate evidencing such Rights, with the form of election to purchase on the
reverse side thereof duly executed, to the Rights Agent at the Designated Office
of the Rights Agent, together with payment of the Purchase Price for each one
one-hundredth of a Preferred Share as to which the Rights are exercised, at or
prior to the earliest of (i) the Close of Business on the tenth anniversary of
the Record Date (the "Final Expiration Date"), (ii) the time at which the Rights
are redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii)
the time at which such Rights are exchanged as provided in Section 24 hereof.

            (c) Upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase duly executed, accompanied by
payment of the Purchase Price for the shares to be purchased and an amount equal
to any applicable tax or charge required to be paid by the holder of the Rights
evidenced by such Right Certificate in accordance with Section 9 hereof by
certified check, cashier's check or money order payable to the order of the
Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any
transfer agent of the Preferred Shares certificates for the number of Preferred
Shares to be purchased and the Company hereby irrevocably authorizes its
transfer agent to comply with all such requests, or (B) requisition from the
depositary agent depositary receipts representing such number of one
one-hundredths of a Preferred Share as are to be purchased (in which case
certificates for the Preferred Shares represented by such receipts shall be
deposited by the transfer agent for the Preferred Shares with the depositary
agent) and the Company hereby directs the depositary agent to


                                        9
<PAGE>
comply with such request, (ii) when appropriate, requisition from the Company
the amount of cash to be paid in lieu of issuance of fractional shares in
accordance with Section 14 hereof, (iii) after receipt of such certificates or
depositary receipts, cause the same to be delivered to or upon the order of the
registered holder of the Rights evidenced by such Right Certificate, registered
in such name or names as may be designated by such holder and (iv) when
appropriate, after receipt, deliver such cash to or upon the order of the
registered holder of the Rights evidenced by such Right Certificate.

            (d) In case the registered holder of the Rights evidenced by any
Right Certificate shall exercise less than all the Rights evidenced thereby, a
new Right Certificate evidencing Rights equivalent to the Rights remaining
unexercised shall be issued by the Rights Agent to the registered holder of such
Rights or to his duly authorized assigns, subject to the provisions of Sections
6 and 14 hereof.

            Section 8. Cancellation and Destruction of Right Certificates. All
Right Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its
agents, be delivered to the Rights Agent for cancellation or in canceled form,
or, if surrendered to the Rights Agent, shall be canceled by it, and no Right
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Agreement. The Company shall deliver to the Rights
Agent for cancellation and retirement, and the Rights Agent shall so cancel and
retire, any other Right Certificate purchased or acquired by the Company
otherwise than upon the exercise thereof. The Rights Agent shall deliver all
canceled Right Certificates to the Company, or shall, at the written request of
the Company, destroy such canceled Right Certificates, and in such case shall
deliver a certificate of destruction thereof to the Company.

            Section 9. Availability of Preferred Shares. The Company covenants
and agrees that it will cause to be reserved and kept available out of its
authorized and unissued Preferred Shares or any Preferred Shares held in its
treasury, the number of Preferred Shares that will be sufficient to permit the
exercise in full of all outstanding Rights in accordance with Section 7 hereof.
The Company covenants and agrees that it will take all such action as may be
necessary to ensure that all Preferred Shares delivered upon exercise of Rights
shall, at the time of delivery of the certificates for such Preferred Shares
(subject to payment of the Purchase Price), be duly and validly authorized and
issued and fully paid and nonassessable shares.

            The Company further covenants and agrees that it will pay when due
and payable any and all taxes and charges which may be payable in respect of the
issuance or delivery of the Rights or the Right Certificates or of any Preferred
Shares upon the exercise of Rights. The Company shall not, however, be required
to pay any tax or charge which may be payable in respect of any transfer or
delivery of Rights or Right Certificates to a Person other than, or the issuance
or delivery of certificates or depositary receipts for the Preferred Shares in a
name other than that of, the registered holder of the


                                       10
<PAGE>
Rights evidenced by Right Certificates surrendered for exercise or to issue or
to deliver any certificates or depositary receipts for Preferred Shares upon the
exercise of any Rights until any such tax or charge shall have been paid (any
such tax or charge being payable by the holder of such Rights at the time of
surrender of the related Right Certificates) or until it has been established to
the Company's reasonable satisfaction that no such tax or charge is due.

            Section 10. Preferred Shares Record Date. Each Person in whose name
any Preferred Shares are issued upon the exercise of Rights shall for all
purposes be deemed to have become the holder of record of such Preferred Shares
on, and the date of issuance of such Preferred Shares and the date of any
certificate for such Preferred Shares shall be, the date upon which the Right
Certificate evidencing such Rights was duly surrendered and payment of the
Purchase Price (and any applicable taxes or charges) was made; provided,
however, that if the date of such surrender and payment is a date upon which the
Preferred Shares transfer books of the Company are closed, such Person shall be
deemed to have become the record holder of such shares on, and the date of
issuance of such Preferred Shares and the date of any such certificate shall be,
the next succeeding Business Day on which the Preferred Shares transfer books of
the Company are open. Prior to the exercise of any Rights, the holder thereof
shall not be entitled to any rights of a holder of Preferred Shares for which
the Rights shall be exercisable, including, without limitation, the right to
vote, to receive dividends or other distributions or to exercise any preemptive
rights, and shall not be entitled to receive any notice of any proceedings of
the Company, except as provided herein.

            Section 11. Adjustment of Purchase Price, Number of Shares or Number
of Rights. The Purchase Price, the number of Preferred Shares covered by each
Right and the number of Rights outstanding are subject to adjustment from time
to time as provided in this Section 11.

            (a) (i) In the event the Company shall at any time after the Record
Date (A) declare a dividend on the Preferred Shares payable in Preferred Shares,
(B) subdivide the outstanding Preferred Shares, (C) combine the outstanding
Preferred Shares into a smaller number of Preferred Shares or (D) issue any
shares of its capital stock in a reclassification of the Preferred Shares
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing or surviving entity), except as
otherwise provided in this Section 11(a), the Purchase Price in effect at the
time of the record date for such dividend or of the effective date of such
subdivision, combination or reclassification, and the number and kind of shares
of capital stock issuable on such date, shall be proportionately adjusted so
that the holder of any Right exercised after such time shall be entitled to
receive the aggregate number and kind of shares of capital stock which, if such
Right had been exercised immediately prior to such date and at a time when the
Preferred Shares transfer books of the Company were open, such holder would have
owned upon such exercise and been entitled to receive by virtue of such
dividend, subdivision, combination or reclassification; provided, however,


                                       11
<PAGE>
that in no event shall the consideration to be paid upon the exercise of one
Right be less than the aggregate par value of the shares of capital stock of the
Company issuable upon exercise of one Right.

          (ii) (A) Subject to clause (B) of this subparagraph (ii) and Section
24 of this Agreement, in the event any Person becomes an Acquiring Person, each
registered holder of a Right shall thereafter have a right to receive, upon
exercise thereof at a price equal to the then current Purchase Price multiplied
by the number of one one-hundredths of a Preferred Share for which a Right is
then exercisable, in accordance with the terms of this Agreement and in lieu of
such number of Preferred Shares for which a Right is then exercisable, such
number of shares of Common Stock as shall equal the result obtained by (x)
multiplying the then current Purchase Price by the number of one one-hundredths
of a Preferred Share for which a Right is then exercisable and dividing that
product by (y) 50% of the then Current Per Share Market Price of the shares of
Common Stock (determined pursuant to Section 11(d) hereof) on the date of the
occurrence of such event. In the event that any Person shall become an Acquiring
Person, subject to Section 24 of this Agreement, the Company shall not take any
action which would eliminate or diminish the benefits intended to be afforded by
the Rights.

            (B) From and after the occurrence of such event, any Rights that are
or were acquired or beneficially owned by any Acquiring Person (or any Associate
or Affiliate of such Acquiring Person) shall be null and void and any holder of
such Rights shall thereafter have no right to exercise such Rights under any
provision of this Agreement. No Right Certificate shall be issued pursuant to
Section 3 hereof that evidences Rights beneficially owned by an Acquiring Person
(or any Associate or Affiliate of such Acquiring Person) whose Rights would be
null and void pursuant to the preceding sentence thereof and any Right
Certificate evidencing Rights beneficially owned by any such Acquiring Person
(or any Associate or Affiliate of such Acquiring Person) shall be null and void.
No Right Certificate shall be issued at any time upon the transfer of any Rights
to an Acquiring Person (or any Associate or Affiliate of such Acquiring Person)
whose Rights would be null and void pursuant to the second preceding sentence or
to any nominee of such Acquiring Person, Associate or Affiliate; and any Right
Certificate delivered to the Rights Agent for transfer to an Acquiring Person
(or any Associate or Affiliate of such Acquiring Person) whose Rights would be
null and void pursuant to the second preceding sentence shall be canceled.

         (iii) In the event that there shall not be sufficient shares of Common
Stock issued but not outstanding or authorized but unissued to permit the
exercise in full of the Rights in accordance with the foregoing subparagraph
(ii), the Company shall take all such action as may be necessary to authorize
additional shares of Common Stock for issuance upon exercise of the Rights. In
the event the Company shall, after good faith effort, be unable to take all such
action as may be necessary to authorize such additional shares of Common Stock,
the Company shall substitute, for each share of Common Stock that would
otherwise be issuable upon exercise of a Right, a number of Preferred Shares


                                       12
<PAGE>
or fraction thereof such that the Current Per Share Market Price of one
Preferred Share multiplied by such number or fraction is equal to the Current
Per Share Market Price of one share of Common Stock as of the date of issuance
of such Preferred Shares or fraction thereof.

            (b) In case the Company shall fix a record date for the issuance of
rights, options or warrants to all holders of Preferred Shares entitling them
(for a period expiring within 45 calendar days after such record date) to
subscribe for or purchase Preferred Shares (or shares having the same rights,
privileges and preferences as the Preferred Shares ("Equivalent Preferred
Shares")) or securities convertible into Preferred Shares or Equivalent
Preferred Shares at a price per Preferred Share or equivalent preferred share
(or having a conversion price per share, if a security convertible into
Preferred Shares or Equivalent Preferred Shares) less than the then Current Per
Share Market Price of the Preferred Shares on such record date, the Purchase
Price to be in effect after such record date shall be determined by multiplying
the Purchase Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the number of Preferred Shares
outstanding on such record date plus the number of Preferred Shares which the
aggregate offering price of the total number of Preferred Shares and/or
Equivalent Preferred Shares so to be offered (and/or the aggregate initial
conversion price of the convertible securities so to be offered) would purchase
at such current market price and the denominator of which shall be the number of
Preferred Shares outstanding on such record date plus the number of additional
Preferred Shares and/or Equivalent Preferred Shares to be offered for
subscription or purchase (or into which the convertible securities so to be
offered are initially convertible); provided, however, that in no event shall
the consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock of the Company issuable upon
exercise of one Right. In case such subscription price may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such consideration shall be as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement
filed with the Rights Agent and shall be binding and conclusive on the Rights
Agent and the holders of the Rights. Preferred Shares owned by or held for the
account of the Company shall not be deemed outstanding for the purpose of any
such computation. Such adjustment shall be made successively whenever such a
record date is fixed; and in the event that such rights, options or warrants are
not so issued, the Purchase Price shall be adjusted to be the Purchase Price
which would then be in effect if such record date had not been fixed.

            (c) In case the Company shall fix a record date for the making of a
distribution to all holders of the Preferred Shares (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing or surviving entity) of evidences of indebtedness or
assets (other than a regular quarterly cash dividend or a dividend payable in
Preferred Shares) or subscription rights or warrants (excluding those referred
to in Section 11(b) hereof), the Purchase Price to be in effect after such
record date shall be determined by multiplying the Purchase Price in


                                       13
<PAGE>
effect immediately prior to such record date by a fraction, the numerator of
which shall be the then Current Per Share Market Price of the Preferred Shares
on such record date, less the fair market value (as determined in good faith by
the Board of Directors of the Company, whose determination shall be described in
a statement filed with the Rights Agent and shall be binding and conclusive on
the Rights Agent and the holders of the Rights) of the portion of the assets or
evidences of indebtedness so to be distributed or of such subscription rights or
warrants applicable to one Preferred Share and the denominator of which shall be
such Current Per Share Market Price of the Preferred Shares; provided, however,
that in no event shall the consideration to be paid upon the exercise of one
Right be less than the aggregate par value of the shares of capital stock of the
Company issuable upon exercise of one Right. Such adjustments shall be made
successively whenever such a record date is fixed; and in the event that such
distribution is not so made, the Purchase Price shall be adjusted to be the
Purchase Price which would then be in effect if such record date had not been
fixed.

            (d) (i) For the purpose of any computation hereunder, the "Current
Per Share Market Price" of any security (a "Security" for the purpose of this
Section 11(d)(i)) on any date shall be deemed to be the average of the daily
closing prices per share of such Security for the 30 consecutive Trading Days
(as such term is hereinafter defined) immediately prior to but not including
such date; provided, however, that in the event that the Current Per Share
Market Price of the Security is determined during a period following the
announcement by the issuer of such Security of (A) a dividend or distribution on
such Security payable in shares of such Security or securities convertible into
such shares, or (B) any subdivision, combination or reclassification of such
Security and prior to the expiration of 30 Trading Days after but not including
the ex-dividend date for such dividend or distribution, or the record date for
such subdivision, combination or reclassification, then, and in each such case,
the Current Per Share Market Price shall be appropriately adjusted to reflect
the current market price per share equivalent of such Security; and provided,
further, that in the event that the Current Per Share Market Price of the shares
of Common Stock is determined as of a date prior to the expiration of 30 Trading
Days following the Record Date, the Current Per Share Market Price of the shares
of Common Stock shall be deemed to be the average of the daily closing prices
per share of Common Stock for the period of Trading Days commencing with the
Record Date and ending immediately prior to such date. The closing price of a
Security for each day shall be the last 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 in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the Security is not listed or
admitted to trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange or national market automated
quotation system on which the Security is listed or admitted to trading or, if
the Security is not listed or admitted to trading on any national securities
exchange or national market automated quotation system, the last quoted price
or, if not so quoted, the


                                       14
<PAGE>
average of the high bid and low asked prices in the over-the-counter market, as
reported by the Nasdaq Stock Market, Inc. ("Nasdaq") or such other system then
in use, or, if on any such date the Security is not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Security selected by the Board
of Directors of the Company. The term "Trading Day" shall mean a day on which
the principal national securities exchange or national market automated
quotation system on which the Security is listed or admitted to trading is open
for the transaction of business or, if the Security is not listed or admitted to
trading on any national securities exchange or national market automated
quotation system, a Business Day.

          (ii) For the purpose of any computation hereunder, the "Current Per
Share Market Price" of the Preferred Shares shall be determined in accordance
with the method set forth in Section 11(d)(i). If the Preferred Shares are not
publicly traded, the "Current Per Share Market Price" of the Preferred Shares
shall be conclusively deemed to be the Current Per Share Market Price of the
shares of Common Stock as determined pursuant to Section 11(d)(i) (appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof), multiplied by one hundred. If neither the
shares of Common Stock nor the Preferred Shares are publicly held or so listed
or traded, "Current Per Share Market Price" shall mean the fair value per share
as determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent and
shall be binding and conclusive on the Rights Agent and the holders of the
Rights.

            (e) No adjustment in the Purchase Price shall be required unless
such adjustment would require an increase or decrease of at least 1% in the
Purchase Price; provided, however, that any adjustments which by reason of this
Section 11(e) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Section
11 shall be made to the nearest cent or to the nearest one one-millionth of a
Preferred Share or one ten-thousandth of any other share or security as the case
may be. Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
years from the date of the transaction which requires such adjustment or (ii)
the date of the expiration of the right to exercise any Rights.

            (f) If as a result of an adjustment made pursuant to Section 11(a)
hereof, the holder of any Right thereafter exercised shall become entitled to
receive any shares of capital stock of the Company other than Preferred Shares,
thereafter the number of such other shares so receivable upon exercise of any
Right shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the
Preferred Shares contained in Section 11(a) through (c), inclusive, and the
provisions of Sections 7, 9, 10 and 13 with respect to the Preferred Shares
shall apply on like terms to any such other shares.


                                       15
<PAGE>
            (g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of one one-hundredths of a
Preferred Share purchasable from time to time hereunder upon exercise of the
Rights, all subject to further adjustment as provided herein.

            (h) Unless the Company shall have exercised its election as provided
in Section 11(i), upon each adjustment of the Purchase Price as a result of the
calculations made in Sections 11(b) and (c), each Right outstanding immediately
prior to the making of such adjustment shall thereafter evidence the right to
purchase, at the adjusted Purchase Price, that number of one one-hundredths of a
Preferred Share (calculated to the nearest one one-millionth of a Preferred
Share) obtained by (i) multiplying (x) the number of one one-hundredths of a
share covered by a Right immediately prior to this adjustment by (y) the
Purchase Price in effect immediately prior to such adjustment of the Purchase
Price and (ii) dividing the product so obtained by the Purchase Price in effect
immediately after such adjustment of the Purchase Price.

            (i) The Company may elect on or after the date of any adjustment of
the Purchase Price to adjust the number of Rights, in substitution for any
adjustment in the number of one one-hundredths of a Preferred Share purchasable
upon the exercise of a Right. Each of the Rights outstanding after such
adjustment of the number of Rights shall be exercisable for the number of one
one-hundredths of a Preferred Share for which a Right was exercisable
immediately prior to such adjustment. Each Right held of record prior to such
adjustment of the number of Rights shall become that number of Rights
(calculated to the nearest one ten-thousandth) obtained by dividing the Purchase
Price in effect immediately prior to adjustment of the Purchase Price by the
Purchase Price in effect immediately after adjustment of the Purchase Price. The
Company shall make a public announcement and promptly notify the Rights Agent of
its election to adjust the number of Rights, indicating the record date for the
adjustment, and, if known at the time, the amount of the adjustment to be made.
This record date may be the date on which the Purchase Price is adjusted or any
day thereafter, but, if the Right Certificates have been issued, shall be at
least 10 days later than the date of the public announcement. If Right
Certificates have been issued, upon each adjustment of the number of Rights
pursuant to this Section 11(i), the Company shall, as promptly as practicable,
cause to be distributed to registered holders of Rights on such record date
Right Certificates evidencing, subject to Section 14 hereof, the additional
Rights to which such holders shall be entitled as a result of such adjustment,
or, at the option of the Company, shall cause to be distributed to such
registered holders in substitution and replacement for the Right Certificates
held by such holders prior to the date of adjustment, and upon surrender
thereof, if required by the Company, new Right Certificates evidencing all the
Rights to which such holders shall be entitled after such adjustment. Right
Certificates so to be distributed shall be issued, executed and countersigned in
the manner provided for herein and shall be registered in the names of the
registered holders of the Rights on the record date specified in the public
announcement.


                                       16
<PAGE>
            (j) Irrespective of any adjustment or change in the Purchase Price
or the number of one one-hundredths of a Preferred Share issuable upon the
exercise of the Rights, the Right Certificates theretofore and thereafter issued
may continue to express the Purchase Price and the number of one one-hundredths
of a Preferred Share which were expressed in the initial Right Certificates
issued hereunder.

            (k) Before taking any action that would cause an adjustment reducing
the Purchase Price below one one-hundredth of the then par value, if any, of the
Preferred Shares issuable upon exercise of the Rights, the Company shall take
any corporate action which may, in the opinion of its counsel, be necessary in
order that the Company may validly and legally issue fully paid and
nonassessable Preferred Shares at such adjusted Purchase Price.

            (l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer (with prompt notice of such
election to the Rights Agent) until the occurrence of such event the issuing to
the registered holder of any Right exercised after such record date of the
Preferred Shares and other capital stock or securities of the Company, if any,
issuable upon such exercise over and above the Preferred Shares and other
capital stock or securities of the Company, if any, issuable upon such exercise
on the basis of the Purchase Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to such holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.

            (m) Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that it in its sole discretion shall determine to be advisable in
order that any consolidation or subdivision of the Preferred Shares, issuance
wholly for cash of any Preferred Shares at less than the current market price,
issuance wholly for cash of Preferred Shares or securities which by their terms
are convertible into or exchangeable for Preferred Shares, dividends on
Preferred Shares payable in Preferred Shares or issuance of rights, options or
warrants referred to hereinabove in Section 11(b), hereafter made by the Company
to holders of its Preferred Shares shall not be taxable to such shareowners.

            (n) In the event that at any time after the Record Date and prior to
the Distribution Date, the Company shall (i) declare or pay any dividend on the
Common Stock payable in shares of Common Stock or (ii) effect a subdivision,
combination or consolidation of the Common Stock (by reclassification or
otherwise than by payment of dividends in shares of Common Stock) into a greater
or lesser number of shares of Common Stock, then in any such case (A) the number
of one one-hundredths of a Preferred Share purchasable after such event upon
proper exercise of each Right shall be determined by multiplying the number of
one one-hundredths of a Preferred Share so


                                       17
<PAGE>
purchasable immediately prior to such event by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately before
such event and the denominator of which is the number of shares of Common Stock
outstanding immediately after such event, and (B) each share of Common Stock
outstanding immediately after such event shall have issued with respect to it
that number of Rights which each share of Common Stock outstanding immediately
prior to such event had issued with respect to it. The adjustments provided for
in this Section 11(n) shall be made successively whenever such a dividend is
declared or paid or such a subdivision, combination or consolidation is
effected.

            Section 12. Certificate of Adjusted Purchase Price or Number of
Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof,
the Company shall promptly (a) prepare a certificate setting forth such
adjustment, and a brief statement of the facts accounting for such adjustment,
(b) file with the Rights Agent and with each transfer agent for the Common Stock
or the Preferred Shares a copy of such certificate and (c) mail a brief summary
thereof to each registered holder of a Right in accordance with Section 25
hereof. The Rights Agent shall be fully protected in relying on any such
certificate and on any adjustment or statement therein contained and shall have
no duty or obligation with respect to, and shall not be deemed to have knowledge
of, any adjustment unless and until it shall have received such a certificate.

            Section 13. Consolidation, Merger or Sale or Transfer of Assets or
Earning Power. In the event, directly or indirectly, at any time after a Person
has become an Acquiring Person, (a) the Company shall consolidate with, or merge
with and into, any other Person, (b) any Person shall consolidate with the
Company, or merge with and into the Company and the Company shall be the
continuing or surviving entity of such merger and, in connection with such
merger, all or part of the shares of Common Stock shall be changed into or
exchanged for stock or other securities of any other Person (or the Company) or
cash or any other property, or (c) the Company shall sell or otherwise transfer
(or one or more of its Subsidiaries shall sell or otherwise transfer), in one or
more transactions, assets or earning power aggregating 50% or more of the assets
or earning power of the Company and its Subsidiaries (taken as a whole) to any
other Person other than the Company or one or more of its wholly-owned
Subsidiaries, then, and in each such case, proper provision shall be made so
that (i) each registered holder of a Right (except as otherwise provided herein)
shall thereafter have the right to receive, upon the exercise thereof at a price
equal to the then current Purchase Price multiplied by the number of one
one-hundredths of a Preferred Share for which a Right is then exercisable, in
accordance with the terms of this Agreement and in lieu of Preferred Shares,
such number of Common Shares of such other Person (including the Company as
successor thereto or as the surviving entity) as shall equal the result obtained
by (A) multiplying the then current Purchase Price by the number of one
one-hundredths of a Preferred Share for which a Right is then exercisable and
dividing that product by (B) 50% of the then Current Per Share Market Price of
the Common Shares of such other Person (determined pursuant to Section 11(d)
hereof) on the date of consummation of such consolidation,


                                       18
<PAGE>
merger, sale or transfer; (ii) the issuer of such Common Shares shall thereafter
be liable for, and shall assume, by virtue of such consolidation, merger, sale
or transfer, all the obligations and duties of the Company pursuant to this
Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such
issuer; and (iv) such issuer shall take such steps (including, without
limitation, the reservation of a sufficient number of its Common Shares in
accordance with Section 9 hereof) in connection with such consummation as may be
necessary to assure that the provisions hereof shall thereafter be applicable,
as nearly as reasonably may be, in relation to its Common Shares thereafter
deliverable upon the exercise of the Rights. The Company shall not consummate
any such consolidation, merger, sale or transfer unless prior thereto the
Company and such issuer shall have executed and delivered to the Rights Agent a
supplemental agreement so providing. The Company shall not enter into any
transaction of the kind referred to in this Section 13 if at the time of such
transaction there are any rights, warrants, instruments or securities
outstanding or any agreements or arrangements which, as a result of the
consummation of such transaction, would eliminate or substantially diminish the
benefits intended to be afforded by the Rights. The provisions of this Section
13 shall similarly apply to successive mergers or consolidations or sales or
other transfers.

            Section 14. Fractional Rights and Fractional Shares. (a) The Company
shall not be required to issue fractions of Rights or to distribute Right
Certificates which evidence fractional Rights. In lieu of such fractional
Rights, there shall be paid to the registered holders of the Rights with regard
to which such fractional Rights would otherwise be issuable, an amount in cash
equal to the same fraction of the current market value of a whole Right. For the
purposes of this Section 14(a), the current market value of a whole Right shall
be the closing price of the Rights for the Trading Day immediately prior to the
date on which such fractional Rights would have been otherwise issuable. The
closing price for any day shall be the last 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 in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the Rights are not listed or
admitted to trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange or national market automated
quotation system on which the Rights are listed or admitted to trading or, if
the Rights are not listed or admitted to trading on any national securities
exchange or national market automated quotation system, the last quoted price
or, if not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by Nasdaq or such other system then in use
or, if on any such date the Rights are not quoted by any such organization, the
average of the closing bid and asked prices as furnished by a professional
market maker making a market in the Rights selected by the Board of Directors of
the Company. If on any such date no such market maker is making a market in the
Rights, the fair value of the Rights on such date as determined in good faith by
the Board of Directors of the Company shall be used.


                                       19
<PAGE>
            (b) The Company shall not be required to issue fractions of
Preferred Shares (other than fractions which are integral multiples of one
one-hundredth of a Preferred Share) upon exercise of the Rights or to distribute
certificates which evidence fractional Preferred Shares (other than fractions
which are integral multiples of one one-hundredth of a Preferred Share).
Fractions of Preferred Shares in integral multiples of one one-hundredth of a
Preferred Share may, at the election of the Company, be evidenced by depositary
receipts, pursuant to an appropriate agreement between the Company and a
depositary selected by it; provided, that such agreement shall provide that the
holders of such depositary receipts shall have all the rights, privileges and
preferences to which they are entitled as beneficial owners of the Preferred
Shares represented by such depositary receipts. In lieu of fractional Preferred
Shares that are not integral multiples of one one-hundredth of a Preferred
Share, the Company shall pay to the registered holders of Rights at the time
such Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of one Preferred Share. For the purposes of
this Section 14(b), the current market value of a Preferred Share shall be the
closing price of a Preferred Share (as determined pursuant to the second
sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to
the date of such exercise.

            (c) The holder of a Right by the acceptance of the Right expressly
waives such holder's right to receive any fractional Rights or any fractional
shares upon exercise of a Right (except as provided above).

            Section 15. Rights of Action. All rights of action in respect of
this Agreement, excepting the rights of action expressly given to the Rights
Agent under this Agreement, are vested in the respective registered holders of
the Rights and any registered holder of any Right, without the consent of the
Rights Agent or of the holder of any other Right, may, in such holder's own
behalf and for such holder's own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company to enforce, or
otherwise act in respect of, such holder's right to exercise the Rights
registered in such holder's name in the manner provided in the Right
Certificates and in this Agreement. Without limiting the foregoing or any
remedies available to the holders of Rights, it is specifically acknowledged
that the holders of Rights would not have an adequate remedy at law for any
breach of this Agreement and will be entitled to specific performance of the
obligations under, and injunctive relief against actual or threatened violations
of the obligations of any Person subject to, this Agreement.

      Section 16. Agreement of Right Holders. Every holder of a Right, by
accepting the same, consents and agrees with the Company and the Rights Agent
and with every other holder of a Right that:

            (a) prior to the Distribution Date, the Rights will be transferable
      only in connection with the transfer of the shares of Common Stock;


                                       20
<PAGE>
            (b) after the Distribution Date, the Rights are transferable only on
      the registry books of the Rights Agent upon surrender of the Right
      Certificates evidencing such Rights at the Designated Office of the Rights
      Agent, duly endorsed or accompanied by a proper instrument of transfer;
      and

            (c) the Company and the Rights Agent may deem and treat the Person
      in whose name the Right is registered as the absolute owner thereof
      (notwithstanding any notations of ownership or writing on the Right
      Certificates evidencing such Rights or any certificate for the associated
      shares of Common Stock made by anyone other than the Company or the Rights
      Agent) for all purposes whatsoever, and neither the Company nor the Rights
      Agent shall be affected by any notice to the contrary, except as required
      by law.

            Section 17. Right Holder Not Deemed a Shareowner. No holder, as
such, of any Right shall be entitled to vote, receive dividends or be deemed for
any purpose the holder of the Preferred Shares or any other securities of the
Company which may at any time be issuable on the exercise of such Rights, nor
shall anything contained herein or in any Right Certificate be construed to
confer upon the holder of any Right, as such, any of the rights of a shareowner
of the Company or any right to vote for the election of directors or upon any
matter submitted to shareowners at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings or other
actions affecting shareowners (except as provided in Section 25 hereof), or to
receive dividends or subscription rights, or otherwise, until such Right or
Rights shall have been exercised in accordance with the provisions hereof.

            Section 18. Concerning the Rights Agent. The Company agrees to pay
to the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the execution,
delivery, administration and amendment of this Agreement and the exercise and
performance of its duties hereunder. The Company also agrees to indemnify the
Rights Agent for, and to hold it harmless against, any loss, liability, damage,
judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred
without gross negligence, bad faith or willful misconduct (as each is finally
determined by a court of competent jurisdiction) on the part of the Rights
Agent, for any action taken, suffered or omitted by the Rights Agent in
connection with the acceptance and administration of this Agreement, including
the costs and expenses of defending against any claim of liability. The
indemnity and exculpation provided for in this Agreement shall survive the
termination of this Agreement, the termination and expiration of the Rights, and
the resignation or removal of the Rights Agent.

            The Rights Agent shall be authorized to rely on, and shall be
protected and shall incur no liability for, or in respect of any action taken,
suffered or omitted by it in connection with, its administration of this
Agreement in reliance upon any Right Certificate or certificate for the
Preferred Shares or shares of Common Stock or for other


                                       21
<PAGE>
securities of the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, instruction, notice, direction,
consent, certificate, statement, or other paper or document believed by it to be
genuine and to be signed, executed and, where necessary, verified or
acknowledged, by the proper Person or Persons, or otherwise upon the opinion of
counsel as set forth in Section 20 hereof.

            Section 19. Merger or Consolidation or Change of Name of Rights
Agent. Any Person into which the Rights Agent or any successor Rights Agent may
be merged or with which it may be consolidated, or any Person resulting from any
merger or consolidation to which the Rights Agent or any successor Rights Agent
shall be a party, or any Person succeeding to the stock transfer, corporate
trust powers or shareholder services business of the Rights Agent or any
successor Rights Agent, shall be the successor to the Rights Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto; provided, that such Person would be eligible
for appointment as a successor Rights Agent under the provisions of Section 21
hereof. In case at the time such successor Rights Agent shall succeed to the
agency created by this Agreement, any of the Right Certificates shall have been
countersigned but not delivered, any such successor Rights Agent may adopt the
countersignature of the predecessor Rights Agent and deliver such Right
Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor Rights
Agent or in the name of the successor Rights Agent; and in all such cases the
Rights evidenced by such Right Certificates shall have the full force provided
in the Right Certificates and in this Agreement.

            In case at any time the name of the Rights Agent shall be changed
and at such time any of the Right Certificates shall have been countersigned but
not delivered, the Rights Agent may adopt the countersignature under its prior
name and deliver Right Certificates so countersigned; and in case at that time
any of the Right Certificates shall not have been countersigned, the Rights
Agent may countersign such Right Certificates either in its prior name or in its
changed name; and in all such cases the Rights evidenced by such Right
Certificates shall have the full force provided in the Right Certificates and in
this Agreement.

            Section 20. Duties of Rights Agent. The Rights Agent undertakes only
the duties and obligations expressly imposed by this Agreement upon the
following terms and conditions, by all of which the Company and the holders of
Rights, by their acceptance thereof, shall be bound:

            (a) The Rights Agent may consult with legal counsel (who may be
      legal counsel for the Company), and the opinion of such counsel shall be
      full and complete authorization and protection to the Rights Agent and the
      Rights Agent shall incur no liability for or in respect of any action
      taken, suffered or omitted by it in good faith and in accordance with such
      opinion.


                                       22
<PAGE>
            (b) Whenever in the performance of its duties under this Agreement
      the Rights Agent shall deem it necessary or desirable that any fact or
      matter (including, without limitation, the identity of an Acquiring Person
      and the determination of the Current Per Share Market Price of any
      security) be proved or established by the Company prior to taking or
      suffering any action hereunder, such fact or matter (unless other evidence
      in respect thereof be herein specifically prescribed) may be deemed to be
      conclusively proved and established by a certificate signed by any one of
      the Chief Executive Officer, any Vice President, the Treasurer or the
      Secretary of the Company and delivered to the Rights Agent; and such
      certificate shall be full authorization and protection to the Rights Agent
      and the Rights Agent shall incur no liability for or in respect of any
      action taken, suffered or omitted in good faith by it under the provisions
      of this Agreement in reliance upon such certificate.

            (c) The Rights Agent shall be liable hereunder to the Company and
      any other Person only for its own gross negligence, bad faith or willful
      misconduct (as each is finally determined by a court of competent
      jurisdiction). Anything to the contrary notwithstanding, in no event shall
      the Rights Agent be liable for special, indirect, consequential or
      incidental loss or damage of any kind whatsoever (including, without
      limitation, lost profits), even if the Rights Agent has been advised of
      the likelihood of such loss or damage.

            (d) The Rights Agent shall not be liable for or by reason of any of
      the statements of fact or recitals contained in this Agreement or in the
      Right Certificates (except its countersignature thereof) or be required to
      verify the same, but all such statements and recitals are and shall be
      deemed to have been made by the Company only.

            (e) The Rights Agent shall not be under any responsibility in
      respect of the validity of this Agreement or the execution and delivery
      hereof (except the due execution hereof by the Rights Agent) or in respect
      of the validity or execution of any Right Certificate (except its
      countersignature thereof); nor shall it be responsible for any breach by
      the Company of any covenant or condition contained in this Agreement or in
      any Right Certificate; nor shall it be responsible for any change in the
      exercisability of the Rights (including the Rights becoming null and void
      pursuant to Section 11(a)(ii) hereof) or any adjustment in the terms of
      the Rights (including the manner, method or amount thereof) provided for
      in Section 3, 11, 13, 23 or 24, or the ascertaining of the existence of
      facts that would require any such change or adjustment (except with
      respect to the exercise of Rights evidenced by Right Certificates after
      actual notice that such change or adjustment is required); nor shall it by
      any act hereunder be deemed to make any representation or warranty as to
      the authorization or reservation of any Preferred Shares to be issued
      pursuant to this Agreement or any Right Certificate or as to


                                       23
<PAGE>
      whether any Preferred Shares will, when issued, be validly authorized and
      issued, fully paid and nonassessable.

            (f) The Company agrees that it will perform, execute, acknowledge
      and deliver or cause to be performed, executed, acknowledged and delivered
      all such further and other acts, instruments and assurances as may
      reasonably be required by the Rights Agent for the carrying out or
      performing by the Rights Agent of the provisions of this Agreement.

            (g) The Rights Agent is hereby authorized and directed to accept
      instructions with respect to the performance of its duties hereunder from
      any one of the Chief Executive Officer, any Vice President, the Secretary
      or the Treasurer of the Company, and to apply to such officers for advice
      or instructions in connection with its duties, and it shall not be liable
      for any action taken or suffered by it in good faith in accordance with
      instructions of any such officer or for any delay in acting while waiting
      for those instructions.

            (h) The Rights Agent and any shareowner, Affiliate, director,
      officer or employee of the Rights Agent may buy, sell or deal in any of
      the Rights or other securities of the Company or become pecuniarily
      interested in any transaction in which the Company may be interested, or
      contract with or lend money to the Company or otherwise act as fully and
      freely as though it were not Rights Agent under this Agreement. Nothing
      herein shall preclude the Rights Agent from acting in any other capacity
      for the Company or for any other legal entity.

            (i) The Rights Agent may execute and exercise any of the rights or
      powers hereby vested in it or perform any duty hereunder either itself
      (through its authorized directors, officers or employees) or by or through
      its attorneys or agents, and the Rights Agent shall not be answerable or
      accountable for any act, default, neglect or misconduct of any such
      attorneys or agents or for any loss to the Company or any other Person
      resulting from any such act, default, neglect or misconduct, provided
      reasonable care was exercised in the selection and continued employment
      thereof.

            Section 21. Change of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon 30 days' notice in writing mailed to the Company and to each
transfer agent of the shares of Common Stock or Preferred Shares by registered
or certified mail, and to the registered holders of the Rights by first-class
mail. The Company may remove the Rights Agent or any successor Rights Agent upon
30 days' notice in writing, mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent of the shares of Common
Stock or Preferred Shares by registered or certified mail, and to the registered
holders of the Rights by first-class mail. If the Rights Agent shall resign or
be removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to


                                       24
<PAGE>
the Rights Agent. If the Company shall fail to make such appointment within a
period of 30 days after giving notice of such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the registered holder of a Right (which holder
shall, with such notice, submit such holder's Right Certificate, if any, or such
holder's certificate, if any, for the associated shares of Common Stock for
inspection by the Company), then the registered holder of any Right Certificate
may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be (i) a Person organized and doing business under the laws
of the United States or of the State of New York (or of any other state of the
United States so long as such corporation is authorized to do business as a
banking institution in the State of New York), in good standing, having an
office in the State of New York, which is authorized under such laws to exercise
corporate trust, stock transfer or shareholder services powers and is subject to
supervision or examination by federal or state authority and which has at the
time of its appointment as Rights Agent a combined capital and surplus of at
least $50 million, or (ii) an Affiliate of the Person described in clause (i) of
this sentence. After appointment, the successor Rights Agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of
the shares of Common Stock or Preferred Shares, and mail a notice thereof in
writing to the registered holders of the Rights. Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.

            Section 22. Issuance of New Right Certificates. Notwithstanding any
of the provisions of this Agreement or of the Right Certificates to the
contrary, the Company may, at its option, issue new Right Certificates
evidencing Rights in such form as may be approved by the Board of Directors of
the Company to reflect any adjustment or change in the Purchase Price and the
number or kind or class of shares or other securities or property purchasable
upon exercise of a Right made in accordance with the provisions of this
Agreement. In addition, in connection with the issuance or sale of shares of
Common Stock following the Distribution Date and prior to the earlier of the
Redemption Date and the Final Expiration Date, the Company (a) shall with
respect to shares of Common Stock so issued or sold pursuant to the exercise of
stock options or under any employee plan or arrangement in existence prior to
the Distribution Date, or upon the exercise, conversion or exchange of
securities, notes or debentures (pursuant to the terms thereof) issued by the
Company and in existence prior to the Distribution Date, and (b) may, in any
other case, if deemed necessary or appropriate by the Board of Directors of the
Company, issue Right Certificates representing the appropriate number


                                       25
<PAGE>
of Rights in connection with such issuance or sale; provided, however, that (i)
the Company shall not be obligated to issue any such Right Certificates if, and
to the extent that, the Company shall be advised by counsel that such issuance
would create a significant risk of material adverse tax consequences to the
Company or the Person to whom such Right Certificate would be issued or would
create a significant risk of such options or employee plans or arrangements
failing to qualify for otherwise available special tax treatment, and (ii) no
such Right Certificate shall be issued if, and to the extent that, appropriate
adjustment shall otherwise have been made in lieu of the issuance thereof.

            Section 23. Redemption. (a) The Board of Directors of the Company
may, at its option, at any time prior to such time as any Person becomes an
Acquiring Person, redeem all but not less than all the then outstanding Rights
at a redemption price of $.01 per Right, appropriately adjusted to reflect any
stock split, stock dividend or similar transaction occurring after the date
hereof (such redemption price being hereinafter referred to as the "Redemption
Price"). The redemption of the Rights by the Board of Directors of the Company
may be made effective at such time, on such basis and with such conditions as
the Board of Directors of the Company in its sole discretion may establish.

            (b) Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights pursuant to paragraph (a) of this
Section 23, and without any further action and without any notice, the right to
exercise the Rights will terminate and the only right thereafter of the holders
of Rights shall be to receive the Redemption Price. The Company shall promptly
give public notice (with prompt notice thereof to the Rights Agent) of any such
redemption; provided, however, that the failure to give, or any defect in, any
such notice shall not affect the validity of such redemption. Within 10 days
after such action of the Board of Directors of the Company ordering the
redemption of the Rights, the Company shall mail a notice of redemption to all
the registered holders of the then outstanding Rights at their last addresses as
they appear upon the registry books of the Rights Agent or, prior to the
Distribution Date, on the registry books of the transfer agent for the shares of
Common Stock. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice of
redemption will state the method by which the payment of the Redemption Price
will be made. Neither the Company nor any of its Affiliates or Associates may
redeem, acquire or purchase for value any Rights at any time in any manner other
than that specifically set forth in this Section 23 or in Section 24 hereof, and
other than in connection with the purchase of shares of Common Stock prior to
the Distribution Date.

            Section 24. Exchange. (a) The Board of Directors of the Company may,
at its option, at any time after any Person becomes an Acquiring Person,
exchange all or part of the then outstanding and exercisable Rights (which shall
not include Rights that have become null and void pursuant to the provisions of
Section 11(a)(ii) hereof) for


                                       26
<PAGE>
shares of Common Stock at an exchange ratio of one share of Common Stock per
Right, appropriately adjusted pursuant to Section 11(i) to reflect any stock
split, stock dividend or similar transaction occurring after the Record Date
(such exchange ratio being hereinafter referred to as the "Exchange Ratio").
Notwithstanding the foregoing, the Board of Directors of the Company shall not
be empowered to effect such exchange at any time after the Record Date if any
Person (other than the Company, any Subsidiary of the Company, Conexant, any
employee benefit plan of Conexant, the Company or any such Subsidiary, or any
entity holding shares of Common Stock for or pursuant to the terms of any such
plan), together with all Affiliates and Associates of such Person, becomes the
Beneficial Owner of 50% or more of the shares of Common Stock then outstanding.

            (b) Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to paragraph (a) of this
Section 24 and without any further action and without any notice, the right to
exercise such Rights shall terminate and the only right thereafter of a holder
of such Rights shall be to receive that number of shares of Common Stock equal
to the number of such Rights held by such holder multiplied by the Exchange
Ratio. The Company shall promptly give public notice (with prompt notice thereof
to the Rights Agent) of any such exchange; provided, however, that the failure
to give, or any defect in, such notice shall not affect the validity of such
exchange. The Company shall promptly mail a notice of any such exchange to all
of the registered holders of such Rights at their last addresses as they appear
upon the registry books of the Rights Agent. Any notice which is mailed in the
manner herein provided shall be deemed given, whether or not the holder receives
the notice. Each such notice of exchange will state the method by which the
exchange of the shares of Common Stock for Rights will be effected and, in the
event of any partial exchange, the number of Rights which will be exchanged. Any
partial exchange shall be effected pro rata based on the number of Rights (other
than Rights which have become void pursuant to the provisions of Section
11(a)(ii) hereof) held by each holder of Rights.

            (c) In the event that there shall not be sufficient shares of Common
Stock issued but not outstanding or authorized but unissued to permit any
exchange of Rights as contemplated in accordance with this Section 24, the
Company shall take all such action as may be necessary to authorize additional
shares of Common Stock for issuance upon exchange of the Rights. In the event
the Company shall, after good faith effort, be unable to take all such action as
may be necessary to authorize such additional shares of Common Stock, the
Company shall substitute, for each share of Common Stock that would otherwise be
issuable upon exchange of a Right, a number of Preferred Shares or fraction
thereof such that the Current Per Share Market Price of one Preferred Share
multiplied by such number or fraction is equal to the Current Per Share Market
Price of one share of Common Stock as of the date of issuance of such Preferred
Shares or fraction thereof.


                                       27
<PAGE>
            (d) The Company shall not be required to issue fractions of shares
of Common Stock or to distribute certificates which evidence fractional shares
of Common Stock. In lieu of such fractional shares of Common Stock, the Company
shall pay to the registered holders of the Rights with regard to which such
fractional shares of Common Stock would otherwise be issuable an amount in cash
equal to the same fraction of the current market value of a whole share of
Common Stock. For the purposes of this paragraph (d), the current market value
of a whole share of Common Stock shall be the closing price of a share of Common
Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof)
for the Trading Day immediately prior to the date of exchange pursuant to this
Section 24.

            Section 25. Notice of Certain Events. (a) In case at any time after
the Record Date the Company shall propose (i) to pay any dividend payable in
stock of any class to the holders of its Preferred Shares or to make any other
distribution to the holders of its Preferred Shares (other than a regular
quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares
rights or warrants to subscribe for or to purchase any additional Preferred
Shares or shares of stock of any class or any other securities, rights or
options, (iii) to effect any reclassification of its Preferred Shares (other
than a reclassification involving only the subdivision of outstanding Preferred
Shares), (iv) to effect any consolidation or merger into or with, or to effect
any sale or other transfer (or to permit one or more of its Subsidiaries to
effect any sale or other transfer), in one or more transactions, of 50% or more
of the assets or earning power of the Company and its Subsidiaries (taken as a
whole) to, any other Person, (v) to effect the liquidation, dissolution or
winding up of the Company, or (vi) to declare or pay any dividend on the Common
Stock payable in shares of Common Stock or to effect a subdivision, combination
or consolidation of the shares of Common Stock (by reclassification or otherwise
than by payment of dividends in shares of Common Stock), then, in each such
case, the Company shall give to each registered holder of a Right, in accordance
with Section 26 hereof, a notice of such proposed action, which shall specify
the record date for the purposes of such stock dividend, or distribution of
rights or warrants, or the date on which such reclassification, consolidation,
merger, sale, transfer, liquidation, dissolution, or winding up is to take place
and the date of participation therein by the holders of the shares of Common
Stock and/or Preferred Shares, if any such date is to be fixed, and such notice
shall be so given in the case of any action covered by clause (i) or (ii) above
at least 10 days prior to the record date for determining holders of the
Preferred Shares for purposes of such action, and in the case of any such other
action, at least 10 days prior to the date of the taking of such proposed action
or the date of participation therein by the holders of the shares of Common
Stock and/or Preferred Shares, whichever shall be the earlier.

            (b) In case the event set forth in Section 11(a)(ii) hereof shall
occur, then the Company shall as soon as practicable thereafter give to each
registered holder of a Right, in accordance with Section 26 hereof, a notice of
the occurrence of such event,


                                       28
<PAGE>
which notice shall describe such event and the consequences of such event to
holders of Rights under Section 11(a)(ii) hereof.

            Section 26. Notices. Notices or demands authorized by this Agreement
to be given or made by the Rights Agent or by the holder of any Right to or on
the Company shall be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed (until another address is filed in writing with the
Rights Agent) as follows:

            Mindspeed Technologies, Inc.
            4000 MacArthur Boulevard
            Newport Beach, California 92660-3095
            Attention:  Corporate Secretary

Subject to the provisions of Section 21 hereof, any notice or demand authorized
by this Agreement to be given or made by the Company or by the holder of any
Right to or on the Rights Agent shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Company) as follows:

            [                              ]


            Attention:  [                  ]

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Right shall be sufficiently
given or made if sent by first-class mail, postage prepaid, addressed to such
holder at the address of such holder as shown on the registry books of the
Company or the registry books of the holders of the Rights maintained by the
Rights Agent after the Distribution Date as herein provided. Any notice or
demand given prior to the Distribution Date by the Company or the Rights Agent
to the holders of the Rights shall also be given to any registered pledgee of
any uncertificated share of Common Stock by first-class mail, postage prepaid,
addressed to such registered pledgee at the address of such registered pledgee
as shown on the registry books of the Company.

            Section 27. Supplements and Amendments. The Company may from time to
time supplement or amend this Agreement without the approval of any holders of
Rights in order to cure any ambiguity, to correct or supplement any provision
contained herein which may be defective or inconsistent with any other
provisions herein, or to make any other provisions with respect to the Rights or
in regard to matters or questions arising hereunder which the Company may deem
necessary or desirable, any such supplement or amendment to be evidenced by a
writing signed by the Company and the Rights Agent; provided, however, that
nothing herein shall obligate the Rights Agent to execute such a supplement or
amendment if such supplement or amendment changes or increases the rights,
duties, liabilities or obligations of the Rights Agent; and further


                                       29
<PAGE>
provided that from and after such time as any Person becomes an Acquiring
Person, this Agreement shall not be amended in any manner which would adversely
affect the interests of the holders of Rights (other than an Acquiring Person
and its Affiliates and Associates). Without limiting the foregoing, the Company
may at any time prior to such time as any Person becomes an Acquiring Person
amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a)
to not less than the greater of (i) the sum of .001% and the largest percentage
of the outstanding shares of Common Stock then known by the Company to be
beneficially owned by any Person (other than the Company, any Subsidiary of the
Company, Conexant, any employee benefit plan of Conexant, the Company or any
Subsidiary of the Company, or any entity holding shares of Common Stock for or
pursuant to the terms of any such plan) and (ii) 10%. Upon the delivery of a
certificate from an appropriate officer of the Company which states that the
proposed supplement or amendment is in compliance with the terms of this Section
27, the Rights Agent shall execute and deliver such supplement or amendment.

            Section 28. Successors. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

            Section 29. Benefits of this Agreement. Nothing in this Agreement
shall be construed to give to any Person other than the Company, the Rights
Agent and the registered holders of the Rights any legal or equitable right,
remedy or claim under this Agreement; but this Agreement shall be for the sole
and exclusive benefit of the Company, the Rights Agent and the registered
holders of the Rights.

            Section 30. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

            Section 31. Governing Law. This Agreement and each Right Certificate
issued hereunder shall be deemed to be a contract made under the laws of the
State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.

            Section 32. Counterparts. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

            Section 33. Descriptive Headings. Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.


                                       30
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and attested, all as of the day and year first above written.

                                     MINDSPEED TECHNOLOGIES, INC.
Attest:


By                                   By
   ------------------------------       ------------------------------


                                     [                          ], as
                                      Rights Agent

Attest:


By                                   By
   ------------------------------       ------------------------------


                                       31
<PAGE>
                                                                       Exhibit A

                            Form of Right Certificate

Certificate No. R-                                    _____ Rights



            NOT EXERCISABLE AFTER ___________, 2013 OR EARLIER IF REDEMPTION OR
            EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER
            RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
            AGREEMENT.

                                Right Certificate

                          MINDSPEED TECHNOLOGIES, INC.

            This certifies that ________________, or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of [ ], 2003 (the "Rights Agreement"), between Mindspeed
Technologies, Inc., a Delaware corporation (the "Company"), and [             ],
as Rights Agent (the "Rights Agent"), to purchase from the Company at any time
after the Distribution Date (as such term is defined in the Rights Agreement)
and prior to 5:00 P.M., New York City time, on [ ], 2013 at the Designated
Office (as such term is defined in the Rights Agreement of the Rights Agent, or
at the office of its successor as Rights Agent, one one-hundredth of a fully
paid non-assessable share of Series A Junior Participating Preferred Stock,
without par value (the "Preferred Shares"), of the Company, at a purchase price
of $[ ] per one one-hundredth of a Preferred Share (the "Purchase Price"), upon
presentation and surrender of this Right Certificate with the Form of Election
to Purchase duly executed. The number of Rights evidenced by this Right
Certificate (and the number of one one-hundredths of a Preferred Share which may
be purchased upon exercise thereof) set forth above, and the Purchase Price set
forth above, are the number and Purchase Price as of __________, 2003, based on
the Preferred Shares as constituted at such date. As provided in the Rights
Agreement, the Purchase Price and the number of one one-hundredths of a
Preferred Share which may be purchased upon the exercise of the Rights evidenced
by this Right Certificate are subject to modification and adjustment upon the
happening of certain events.


                                       A-1

<PAGE>
            This Right Certificate is subject to all of the terms, provisions
and conditions of the Rights Agreement, which terms, provisions and conditions
are hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Rights. Copies of the Rights
Agreement are on file at the principal executive offices of the Company and the
above-mentioned offices of the Rights Agent.

            This Right Certificate, with or without other Right Certificates,
upon surrender at the principal office of the Rights Agent, may be exchanged for
another Right Certificate or Right Certificates of like tenor and date
evidencing Rights entitling the holder to purchase a like aggregate number of
Preferred Shares as the Rights evidenced by the Right Certificate or Right
Certificates surrendered shall have entitled such holder to purchase. If the
Rights evidenced by this Right Certificate shall be exercised in part, the
holder shall be entitled to receive upon surrender hereof another Right
Certificate or Right Certificates for the number of whole Rights not exercised.

            Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Right Certificate (i) may be redeemed by the Company at a
redemption price of $.01 per Right or (ii) may be exchanged in whole or in part
for Preferred Shares or shares of the Company's Common Stock, par value $.01 per
share.

            No fractional Preferred Shares will be issued upon the exercise of
any Right or Rights evidenced hereby (other than fractions which are integral
multiples of one one-hundredth of a Preferred Share, which may, at the election
of the Company, be evidenced by depositary receipts), but in lieu thereof a cash
payment will be made, as provided in the Rights Agreement.

            No holder of Rights evidenced by this Right Certificate shall be
entitled to vote or receive dividends or be deemed for any purpose the holder of
the Preferred Shares or of any other securities of the Company which may at any
time be issuable on the exercise thereof, nor shall anything contained in the
Rights Agreement or herein be construed to confer upon the holder of any Rights
evidenced hereby, as such, any of the rights of a shareowner of the Company or
any right to vote for the election of directors or upon any matter submitted to
shareowners at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
shareowners (except as provided in the Rights Agreement), or to receive
dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by this Right Certificate shall have been exercised as provided in the
Rights Agreement.

            This Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.


                                       A-2
<PAGE>
            WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.

Dated as of ____________.


ATTEST:                                MINDSPEED TECHNOLOGIES, INC.



____________________                   By:______________________


Countersigned:

[                         ],
      as Rights Agent

By:__________________________
      Authorized Signature


                                       A-3
<PAGE>
                  Form of Reverse Side of Right Certificate

                               FORM OF ASSIGNMENT

                (To be executed by the registered holder if such
  holder desires to transfer the Rights evidenced by this Right Certificate.)

            FOR VALUE RECEIVED _______________________________ hereby sells,
assigns and transfers unto _____________________________________________________
________________________________________________________________________________
                 (Please print name and address of transferee)
_______________________ Rights evidenced by this Right Certificate, together
with all right, title and interest therein, and does hereby irrevocably
constitute and appoint __________________ attorney, to transfer the said Rights
on the books of the within-named Company, with full power of substitution.

Dated:________________

                                       __________________________________
                                       Signature

Signature Guaranteed:

            Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States, in each case, participating in a Medallion
program approved by the Securities Transfer Association, Inc.

________________________________________________________________________________

            The undersigned hereby certifies that the Rights evidenced by this
Right Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement).

                                       __________________________________
                                       Signature

________________________________________________________________________________


                                       A-4
<PAGE>
             Form of Reverse Side of Right Certificate -- continued
                          FORM OF ELECTION TO PURCHASE

                  (To be executed if holder desires to exercise
                   Rights evidenced by the Right Certificate.)

To:  Mindspeed Technologies, Inc.

            The undersigned hereby irrevocably elects to exercise
___________________ Rights evidenced by this Right Certificate to purchase the
Preferred Shares issuable upon the exercise of such Rights and requests that
certificates for such Preferred Shares be issued in the name of:

                                                  ______________________________
Please insert social security                     |                            |
or other identifying number                       |                            |
                                                  |____________________________|

________________________________________________________________________________
                         (Please print name and address)

________________________________________________________________________________

            If such number of Rights shall not be all the Rights evidenced by
this Right Certificate, a new Right Certificate for the balance remaining of
such Rights shall be registered in the name of and delivered to:

                                                  ______________________________
Please insert social security                     |                            |
or other identifying number                       |                            |
                                                  |____________________________|

________________________________________________________________________________
                         (Please print name and address)

________________________________________________________________________________

Dated:  ____________

                                       __________________________________
                                       Signature

Signature Guaranteed:


                                       A-5
<PAGE>
Form of Reverse Side of Right Certificate -- continued

________________________________________________________________________________

            Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States, in each case, participating in a Medallion
program approved by the Securities Transfer Association, Inc.

            The undersigned hereby certifies that the Rights evidenced by this
Right Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement).

                                       ________________________________________
                                       Signature

________________________________________________________________________________

                                     NOTICE

            The signature in the Form of Assignment or Form of Election to
Purchase, as the case may be, must conform to the name as written upon the face
of this Right Certificate in every particular, without alteration or enlargement
or any change whatsoever.

            In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be, is not
completed, the Company and the Rights Agent will deem the beneficial owner of
the Rights evidenced by this Right Certificate to be an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement) and such
Assignment or Election to Purchase will not be honored.


                                       A-6