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                                                                     EXHIBIT 4.1
                                                                [Conformed Copy]

                      FIRST AMENDMENT TO RIGHTS AGREEMENT

                This FIRST AMENDMENT TO RIGHTS AGREEMENT (the "Amendment") dated
as of December 9, 1999 between Conexant Systems, Inc., a Delaware corporation
(the "Company"), and ChaseMellon Shareholder Services, L.L.C. (the "Rights
Agent") is entered into to amend the Rights Agreement dated as of November 30,
1998 in the following particulars only:

                              W I T N E S S E T H :

                WHEREAS, the Company and the Rights Agent are party to the
Rights Agreement dated as of November 30, 1998 (the "Agreement");

                WHEREAS, the Board of Directors of the Company authorized the
increase of the Purchase Price (as defined in the Agreement) to $300 effective
September 13, 1999, subject to adjustment as provided in the Agreement;

                WHEREAS, the Board of Directors of the Company has authorized
and directed the issuance of Rights with respect to certain Common Shares of the
Company that may become outstanding after the Distribution Date and an amendment
to the Agreement to so provide; and

                WHEREAS, the Company and the Rights Agent desire to amend the
Agreement as set forth herein;

                NOW, THEREFORE, in consideration of the premises and of the
mutual agreements hereinafter contained, the parties agree as follows:

                1. Definitions. Capitalized terms used in this Amendment and
defined in the Agreement shall, unless otherwise indicated in this Amendment,
have the meanings ascribed to such terms in the Agreement.

                2. Amendment of Preamble. The second paragraph of the preamble
of the Agreement is hereby amended by adding at the end thereof the following:

"; provided, however, that Rights may be issued with respect to Common Shares
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."



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                3. Amendment of Section 7(a). The last sentence of Section 7(a)
of the Agreement is hereby amended and restated in its entirety to read as
follows:

"The purchase price (the 'Purchase Price') for each one one-hundredth of a
Preferred Share purchasable pursuant to the exercise of a Right shall be $300.00
effective September 13, 1999, 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."

                4. Amendment of Section 22. Section 22 of the Agreement is
hereby amended by adding at the end thereof the following:

"In addition, in connection with the issuance or sale of Common Shares 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 Common Shares 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 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."

                5. Interpretation. In the event of any inconsistency or
contradiction between the terms of this Amendment and the Agreement, the
provisions of this Amendment shall prevail and control. Except as expressly
amended by this Amendment, the Agreement shall remain in full force and effect.

                6. Effectiveness. This Amendment shall become effective when it
has been executed by each party hereto.

                7. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an

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original, and all such counterparts shall together constitute but one and the
same instrument.

                8. Governing Law. This Amendment for all purposes shall be
governed by and construed in accordance with the laws of the State of Delaware
applicable to contracts to be made and performed entirely within such State,
without regard to the conflicts of law principles of such State.

                9. Severability. If any term, provision, covenant or restriction
of this Amendment 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 Amendment and of the Agreement
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.

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

                                              CONEXANT Systems, Inc.
Attest:


By  /s/ Jasmina A. Theodore                   By  /s/ Dwight W. Decker
  -------------------------------------         -------------------------------
    Title:  Assistant Secretary                   Title: Chairman and Chief
                                                         Executive Officer

                                              CHASEMELLON SHAREHOLDER
                                                  SERVICES, L.L.C., as Rights
                                                  Agent
Attest:

By  /s/ Ron Lug                               By  /s/ Sharon Knepper
  -------------------------------------           ------------------------------
    Title: Vice President                         Title: Vice President