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                                                                     Exhibit 4.5

                      MINDSPEED TECHNOLOGIES, INC. WARRANT

                                                                   June 27, 2003

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

                          MINDSPEED TECHNOLOGIES, INC.

                          COMMON STOCK PURCHASE WARRANT

                 ISSUED IN CONNECTION WITH THE CREDIT AGREEMENT

                            Void after June 27, 2013

         MINDSPEED TECHNOLOGIES, INC. (the "COMPANY"), a Delaware corporation,
hereby certifies that for value received, CONEXANT SYSTEMS, INC., a Delaware
corporation, or its successors or assigns (the "HOLDER"), is entitled to
purchase, subject to the terms and conditions hereinafter set forth, at any time
during the Exercise Period (as hereinafter defined), Eight Million Three Hundred
Thirty Three Thousand Three Hundred Thirty Four (8,333,334) fully paid and
nonassessable shares of Common Stock (as hereinafter defined) at an exercise
price per share equal to the Exercise Price (as hereinafter defined), subject to
adjustment pursuant to the terms of this Warrant.

         Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to such terms in the Credit Agreement (as
hereinafter defined). The Holder is entitled to the rights and subject to the
obligations contained in the Registration Rights Agreement, dated as of the date
hereof, between the Company and Conexant Systems, Inc. (as the same may be
amended and supplemented from time to time, the "REGISTRATION RIGHTS AGREEMENT")
relating to this Warrant and the shares of Common Stock issuable upon exercise
of this Warrant.

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

                  "ADDITIONAL SHARES OF COMMON STOCK" shall have the meaning
ascribed to such term in Section 5(c).

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                  "AMEX" means the American Stock Exchange.

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

                  "CAPITAL REORGANIZATION" shall have the meaning ascribed to
such term in Section 8.

                  "CHANGE OF CONTROL" shall have the meaning ascribed to that
term in the Bylaws of the Company as in effect on the Distribution Date.

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

                  "COMMON STOCK" shall mean the common stock, par value $.01 per
share, of the Company, together with the associated preferred share purchase
rights, any class of stock resulting from successive changes or reclassification
of such Common Stock and any and all other shares of capital stock of the
Company without preference with respect to liquidity distributions and entitled
to unlimited liquidation rights.

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

                  "CONVERTIBLE SECURITIES" shall have the meaning ascribed to
such term in Section 5(b).

                  "CREDIT AGREEMENT" shall mean the Credit Agreement dated as of
June 27, 2003 by and among Conexant Systems, Inc., the Company and the
subsidiary guarantors party thereto (as the same may be amended and supplemented
from time to time).

                  "CURRENT MARKET PRICE PER SHARE" shall mean, for any day, the
average of the daily Closing Prices for the 30 consecutive Trading Days
commencing 45 Trading Days before such date.

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                  "EFFECTIVE PRICE" shall have the meaning ascribed to such term
in Section 5(c).

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

                  "EXCLUDED ISSUANCE" shall mean (i) shares of Common Stock
and/or options, warrants or other Common Stock purchase rights issued and the
Common Stock issued pursuant to such options, warrants or other rights after the
date hereof to employees, officers or directors of, or consultants or advisors
to the Company or any subsidiary pursuant to stock purchase or stock option
plans or other arrangements that are approved by the Board of Directors;
provided that such shares, options, warrants or other Common Stock purchase
rights shall not be Excluded Issuances in any case where the grantee acquires
the shares, or options, warrants or other rights to purchase Common Stock at a
price per share less than the Closing Price on the date of grant other than in
connection with adjustments to outstanding options to purchase shares of
Conexant Systems, Inc. as a result of the Distribution; and (ii) shares of
Common Stock issued pursuant to the exercise of rights, options, warrants or
convertible securities outstanding as of the date hereof.

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

                  "EXERCISE PERIOD" shall mean the period beginning on (x) the
first to occur of (i) the receipt of notice pursuant to Section 7 of the
occurrence of any of the events described in Section 7(b) or 7(c) or (ii) March
27, 2004 and ending on (y) the Expiration Date.

                  "EXERCISE PRICE" shall mean (i) for any Unvested Warrant
Shares, the average of the daily volume weighted average price per share of the
Common Stock for the ten consecutive Trading Days immediately following the
Distribution Date, which is $3.4080 and (ii) for any Vested Warrant Shares, the
price(s) set pursuant to Section 3(f)(ii), in each case, as such amount(s) may
thereafter be adjusted pursuant to Section 3 and Section 5.

                  "EXPIRATION DATE" shall mean 5:00 PM, California time, on June
27, 2013.

                  "FIRST DILUTIVE ISSUANCE" shall have the meaning ascribed to
such term in Section 5(d).

                  "HOLDER" shall have the meaning ascribed to such term in the
first paragraph of this Warrant and in Section 14(a).

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

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

                  "PAYMENT DATE" shall have the meaning ascribed to such term in
Section 3(c).

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

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

                  "QUALIFYING DILUTIVE ISSUANCE" shall have the meaning ascribed
to such term in Section 5(a).

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

                  "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.

                  "SUBSEQUENT DILUTIVE ISSUANCE" shall have the meaning ascribed
to such term in Section 5(d).

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

                  "TENDER EXPIRATION DATE" shall have the meaning ascribed to
such term in Section 3(d).

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

                  "UNVESTED WARRANT SHARES" shall mean, for any day, that number
of Warrant Shares which are not Vested Warrant Shares as of such day.

                  "VESTED WARRANT SHARES" shall mean, for any day, that number
of Warrant Shares equal to the product of (x) the Vesting Percentage as of such
day and (y) 8,333,334 Warrant Shares as such number may be adjusted pursuant to
Section 4.

                  "VESTING PERCENTAGE" shall mean, for any day, the amount,
expressed as a percentage, equal to the quotient of (x) the number (not to
exceed $50,000,000) representing the greatest principal amount of Loans
outstanding at any one time on or after the Distribution Date (without regard to
the period of time such amount was outstanding) and (y) $50,000,000, such
percentage increasing as and when any increase occurs in the amount referred to
in clause (x) above.

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

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                  "WARRANT REGISTER" shall have the meaning ascribed to such
term in Section 14(c).

                  "WARRANT SHARES" shall mean 8,333,334 shares of Common Stock,
as such number may be adjusted pursuant to Section 4, issuable upon exercise of
this Warrant pursuant to Section 2(a), without regard to the restrictions on
exercise in the last sentence of Section 2(a).

         2.       EXERCISE OF WARRANT.

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

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

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

                                CS = WS x (CP-EP)
                                     ------------
                                          CP

where:

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

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

         CP          equals the Closing Price on the Exercise Date

         EP          equals the Exercise Price

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

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

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

                  (f) Continued Validity. A holder of shares of Common Stock
issued upon the exercise of this Warrant, in whole or in part, shall continue to
be entitled to all of the rights and subject to all of the obligations set forth
in Section 14.

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

         3.       ADJUSTMENT OF EXERCISE PRICE. The Exercise Price of Vested
Warrant Shares shall be adjusted from time to time upon the occurrence of the
following events:

                  (a) Common Stock Distributions, etc. In case the Company shall
(i) pay a dividend or make a distribution on its Common Stock in shares of
Common Stock, (ii) split or otherwise subdivide its outstanding Common Stock
into a greater number of shares or (iii) combine its outstanding Common Stock
into a smaller number of shares, the Exercise Price in effect immediately prior
thereto shall be adjusted so that the price shall equal the price determined by
multiplying the Exercise Price in effect immediately prior to such event by a
fraction, of which (x) the numerator shall be the number of shares of Common
Stock outstanding

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immediately prior to such event and (y) the denominator shall be the number of
shares of Common Stock outstanding immediately after such event. An adjustment
made pursuant to this subsection (a) shall become effective immediately after
the record date in the case of a dividend or distribution and shall become
effective immediately after the effective date in the case of subdivision or
combination.

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

                  (c) Distributions Other Than Common Stock. If the Company
after the date hereof shall issue or distribute to all or substantially all
holders of any class of Common Stock evidences of its indebtedness, cash or
other assets, shares of capital stock of any class or any other securities or
rights, options or warrants to subscribe therefor (excluding (i) shares of
Common Stock referred to in subsection (a)(i) of this Section 3, (ii) those
rights, options or warrants referred to in subsection (b) of this Section 3 and
(iii) the distribution of rights to all holders of Common Stock pursuant to the
adoption of a stockholders' rights plan or the detachment of such rights under
the terms of such stockholders' rights plan), in each such case this Warrant
shall evidence the right to receive following the date on which such
distribution occurs (the "PAYMENT DATE"), upon exercise of this Warrant, in
addition to the Warrant Shares deliverable upon such exercise, the kind and
amount of indebtedness, cash, or other assets, shares of capital stock, other
securities or subscription rights therefor described above that the Holder would
have been entitled to receive

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upon such distribution had the Holder exercised this Warrant immediately prior
to such distribution.

                  (d) Self Tender Offers. (1) In case a tender offer (other than
an odd lot tender offer) by the Company for Common Stock is consummated at a
price in excess of the Closing Price of the Common Stock subject to such tender
offer at the expiration of such tender offer (the "TENDER EXPIRATION DATE"), the
Exercise Price in effect immediately prior thereto shall be adjusted to a price
determined by multiplying such Exercise Price by a fraction, of which (i) the
numerator shall be such Closing Price, less the amount of the excess of the
value of the tender offer price over the Closing Price, and (ii) the denominator
shall be the Closing Price, such adjustment to become effective immediately
prior to the opening of business on the day following such date of expiration.

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

                  (e) For purposes of Sections 3(a), 3(b) and 3(c), any dividend
or distribution to which Section 3(c) is applicable that also includes shares of
Common Stock, a subdivision of Common Stock or a combination of Common Stock to
which Section 3(a) applies, or rights, options or warrants to subscribe for or
purchase shares of Common Stock to which Section 3(b) applies (or any
combination thereof), shall be deemed instead to be:

                      (i) first, a dividend or distribution of the evidences of
indebtedness, cash, other assets, shares of capital stock, other securities or
subscription rights, other than such shares of Common Stock, such subdivision or
combination or such rights, options or warrants to which Sections 3(a) and 3(b)
apply, respectively, immediately followed by

                      (ii) second,  a dividend or distribution of such shares of
Common Stock, such subdivision or combination or such rights, options or
warrants to which Sections 3(a) and 3(b) apply (and any further Exercise Price
reduction required by Sections 3(a) and 3(b) with respect to such dividend or
distribution shall then be made).

                  (f) Notwithstanding any other provision in this Section 3:

                      (i) No adjustment under this Section 3 shall be made in
the Exercise Price of any Unvested Warrant Shares.

                      (ii) On any date that any Unvested Warrant Shares become
Vested Warrant Shares ("VESTING DATE"), the Exercise Price of each such new
Vested Warrant Share shall be established as follows:

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                             (A) Except as otherwise provided in subsection
                             3(f)(ii)(B), the Exercise Price of each new Vested
                             Warrant Share shall be the lesser of (x) the
                             Exercise Price immediately preceding the Vesting
                             Date for all Unvested Warrant Shares and (y) the
                             average of the daily volume weighted average price
                             per share of the Common Stock for the ten
                             consecutive Trading Days immediately preceding the
                             Vesting Date for such new Vested Warrant Share.

                             (B) If any event has occurred prior to the Vesting
                             Date for any new Vested Warrant Share that would
                             have required an adjustment of the Exercise Price
                             under the other provisions of this Section 3 if
                             subsection 3(f)(i) were not given effect
                             ("PRE-VESTING ADJUSTMENT EVENT"):

                                   (1) the Exercise Price set pursuant to
                                   subsection 3(f)(ii)(A) shall be adjusted to
                                   give effect, as of the Vesting Date, to each
                                   such Pre-Vesting Adjustment Event
                                   (successively in the order in which each
                                   Pre-Vesting Adjustment Event occurs, if more
                                   than one Pre-Vesting Adjustment Event
                                   occurred), as fully as if such new Vested
                                   Warrant Shares were Vested Warrant Shares at
                                   the time of each such Pre-Vesting Adjustment
                                   Event; and

                                   (2) the Exercise Price set pursuant to
                                   subsection 3(f)(ii)(B)(1) shall be the
                                   Exercise Price, as of the Vesting Date, for
                                   each such new Vested Warrant Share.

                             (C) The Exercise Price for Vested Warrant Shares
                             set pursuant to subsection 3(f)(ii)(B) shall, from
                             and after the Vesting Date, be subject to further
                             adjustments in accordance with this Section 3.

                             (D) The number of new Vested Warrant Shares shall
                             be determined based on the number of Unvested
                             Warrant Shares becoming Vested Warrant Shares as of
                             the Vesting Date, to reflect the Exercise Price set
                             pursuant to subsection 3(f)(ii)(B), in accordance
                             with Section 4, and shall, from and after the
                             Vesting Date, be subject to further adjustment in
                             accordance with Section 4.

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

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

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

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

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

         4.       WARRANT SHARES. Upon any adjustment of the Exercise Price as
provided in Section 3 or 5, the number of Vested Warrant Shares shall be
adjusted so that the Holder shall thereafter be entitled to purchase, at the
Exercise Price resulting from such adjustment, the number of shares of Common
Stock (calculated to the nearest 1/100th of a share) obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares purchasable hereunder immediately prior to such adjustment (as if
this Warrant could then be exercised (whether or not the Exercise Period has
commenced) for the maximum number of Vested Warrant Shares then subject to this
Warrant) and dividing the product thereof

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by the Exercise Price resulting from such adjustment.

         5.       SALE OF SHARES BELOW CURRENT MARKET PRICE.

              (a) If at any time or from time to time after the date hereof, the
Company issues or sells, or is deemed by the express provisions of this Section
5 to have issued or sold, Additional Shares of Common Stock, other than as
provided in Section 3, 5 or 8, for an Effective Price (as defined below) less
than the Current Market Price Per Share (such issue, a "QUALIFYING DILUTIVE
ISSUANCE"), then and in each such case, the then effective Exercise Price shall
be reduced, effective as of the opening of business on the date of such issuance
or sale (or if earlier, the date on which a binding agreement providing for such
issuance or sale was entered into), to a price determined by multiplying the
Exercise Price in effect immediately prior to such issuance or sale by a
fraction, of which:

              (i) the numerator shall be (A) the number of shares of Common
       Stock outstanding immediately prior to such issue or sale, plus (B) the
       number of shares of the class of Common Stock being issued or sold or
       deemed to be issued or sold which the aggregate consideration received by
       the Company for the total number of Additional Shares of Common Stock so
       issued or deemed to be so issued would purchase at the Current Market
       Price Per Share, and

              (ii)the denominator shall be the number of shares of Common Stock
       outstanding immediately prior to such issue or sale plus the total number
       of Additional Shares of Common Stock so issued or sold or deemed to be so
       issued or sold.

              (b) For the purpose of the adjustment required under this Section
5, if the Company issues or sells (x) stock or other securities convertible
into, shares of Common Stock (such convertible stock or securities being herein
referred to as "CONVERTIBLE SECURITIES") or (y) rights, options or warrants to
purchase shares of Common Stock or Convertible Securities and if the Effective
Price of such shares of Common Stock is less than the Current Market Price Per
Share, in each case the Company shall be deemed to have issued at the time of
the issuance of such rights, options or warrants or Convertible Securities the
maximum number of Additional Shares of Common Stock issuable upon exercise or
conversion thereof and to have received as consideration for the issuance of
such shares an amount equal to the total amount of the consideration, if any,
received by the Company for the issuance or sale of such rights, options or
warrants or Convertible Securities plus the minimum amounts of consideration, if
any, payable to the Company upon the exercise or conversion of such rights,
options or warrants or Convertible Securities (other than by cancellation of
liabilities or obligations evidenced by such Convertible Securities); provided,
however, that (i) subject to subsection (d) below, if the minimum amounts of
such consideration cannot be ascertained, but are a function of antidilution or
similar protective clauses, the Company shall be deemed to have received the
minimum amounts of consideration without reference to such clauses; and (ii) if
the minimum amount of consideration payable to the Company upon the exercise or
conversion of such rights, options, warrants or Convertible Securities is
reduced over time or on the occurrence or non-occurrence of specified events
other than by reason of antidilution adjustments, the Effective Price shall be
recalculated using the

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figure to which such minimum amount of consideration is reduced; provided,
further, that if the minimum amount of consideration payable to the Company upon
the exercise or conversion of such rights, options, warrants or Convertible
Securities is subsequently increased, the Effective Price shall be again
recalculated using the increased minimum amount of consideration payable to the
Company upon the exercise or conversion of such rights, options, warrants or
Convertible Securities.

              No further adjustment of the Exercise Price, as adjusted upon the
issuance of such rights, options, warrants or Convertible Securities, shall be
made as a result of the actual issuance of Additional Shares of Common Stock
upon the exercise of any such rights, options or warrants or the conversion of
any such Convertible Securities. If any such rights, options or warrants or the
conversion privilege represented by any such Convertible Securities shall expire
without having been exercised, the Exercise Price as adjusted upon the issuance
of such rights, options, or warrants or Convertible Securities shall be
readjusted to the Exercise Price which would have been in effect had an
adjustment been made on the basis of only the Additional Shares of Common Stock,
if any, actually issued or sold on the exercise or conversion of such rights,
options, warrants or Convertible Securities, and on the basis that such
Additional Shares of Common Stock, if any, were issued or sold for the
consideration actually received by the Company upon such exercise or conversion
(other than by cancellation of liabilities or obligations evidenced by such
Convertible Securities), plus the consideration, if any, actually received by
the Company for the issue or sale of all such rights, options, warrants and
Convertible Securities, whether or not exercised, provided that such
readjustment shall not apply to prior exercises of this Warrant.

              (c) For the purpose of making any adjustment to the Exercise Price
required under this Section 5, "ADDITIONAL SHARES OF COMMON STOCK" shall mean
all shares of Common Stock issued or sold by the Company or deemed to be issued
or sold pursuant to this Section 5 (including shares of Common Stock
subsequently reacquired or retired by the Company), other than any Excluded
Issuance. References to Common Stock in the preceding sentence shall mean all
shares of Common Stock issued or sold by the Company or deemed to be issued or
sold pursuant to this Section 5.

              The "EFFECTIVE PRICE" of Additional Shares of Common Stock shall
mean the quotient determined by dividing the total number of Additional Shares
of Common Stock issued or sold, or deemed to have been issued or sold, by the
Company under this Section 5, into the aggregate consideration received, or
deemed to have been received, by the Company for such issue under this Section
5, for such Additional Shares of Common Stock.

              (d) In the event that the Company issues or sells, or is deemed to
have issued or sold, Additional Shares of Common Stock in a Qualifying Dilutive
Issuance (the "FIRST DILUTIVE ISSUANCE"), then in the event that the Company
issues or sells, or is deemed to have issued or sold, Additional Shares of
Common Stock in a Qualifying Dilutive Issuance other than the First Dilutive
Issuance (a "SUBSEQUENT DILUTIVE ISSUANCE") pursuant to the same instruments as
the First Dilutive Issuance, then and in each such case upon a Subsequent
Dilutive Issuance the Exercise Price shall be reduced to the Exercise Price that
would have been in effect had the First

                                       12

<PAGE>

Dilutive Issuance and each Subsequent Dilutive Issuance all occurred on the
closing date of the First Dilutive Issuance.

              (e) In any case in which this Section 5 shall require that an
adjustment be made to the Exercise Price of Unvested Warrant Shares, the
provisions of Section 3(f) shall apply to such Unvested Warrant Shares and the
adjustments of the Exercise Price required by this Section 5.

         6.       NOTICE OF ADJUSTMENT. (a) Promptly, and in any event within 20
Trading Days after (1) the first Loan is made under the Credit Agreement and (2)
any date on which additional Warrant Shares become Vested Warrant Shares, the
Company shall mail to the Holder a notice of adjustment (in accordance with
Section 18) and an Officer's Certificate briefly stating, as of the date of such
notice, (i) the aggregate number of Vested Warrant Shares, (ii) the Exercise
Price(s) for all Vested Warrant Shares, and (iii) the aggregate number of
Warrant Shares subject to this Warrant, after giving effect to any adjustments
required by Section 4 and any prior exercise of this Warrant pursuant to Section
2.

              (b) Whenever the Exercise Price, exercise privilege or number of
Warrant Shares shall be adjusted pursuant to the terms hereof (other than as a
result of the events set forth in Section 6(a)(1) or (2) above), the Company
shall promptly mail to the Holder a notice of the adjustment (in accordance with
Section 18) and an Officer's Certificate briefly stating the facts requiring the
adjustment, the adjustment of the Exercise Price and/or the number of Vested
Warrant Shares and Warrant Shares and the manner of computing such adjustments.
Unless and until the Holder shall receive an Officer's Certificate pursuant to
this Section 6(b), the Holder may assume without inquiry that the Exercise Price
and the number of Vested Warrant Shares and Warrant Shares have not been
adjusted and that the last Exercise Price and number of Vested Warrant Shares
and Warrant Shares of which it has knowledge remain in effect.

         7.       NOTICE OF CERTAIN TRANSACTIONS. In the event that:

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

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

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

the Company shall mail to the Holder a notice in accordance with Section 18
stating the proposed record or effective date, as the case may be. The Company
shall mail the notice at least ten days before such date. Failure to mail such
notice or any defect therein shall not affect the validity of any transaction
referred to in subsections (a), (b) or (c) of this Section 7.

         8.       EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE ON
EXERCISE PRIVILEGE. If any of the following shall occur, namely: (a) any
reclassification or change of shares of

                                       13

<PAGE>

Common Stock issuable upon exercise of the Warrants (other than a change in par
value, or from par value to no par value, or from no par value to par value, or
as a result of a subdivision or combination, or any other change for which an
adjustment is provided in Section 3); (b) any consolidation or merger or
combination to which the Company is a party other than a merger or consolidation
in which the Company is the continuing corporation and which does not result in
any reclassification of, or change (other than in par value, or from par value
to no par value, or from no par value to par value, or as a result of a
subdivision or combination) in, outstanding shares of Common Stock; or (c) any
sale, conveyance, transfer or lease of all or substantially all of the property
or assets of the Company, directly or indirectly, to any Person (any such event
being called a "CAPITAL REORGANIZATION"), upon the effective date of such
Capital Reorganization, the Holder shall have the right to receive, upon
exercise of this Warrant, the kind and amount of shares of stock and/or other
securities and/or property (including cash) which the Holder would have owned or
have been entitled to receive after such Capital Reorganization if this Warrant
had been exercised immediately prior to such Capital Reorganization, assuming
the Holder (i) is not a person with which the Company consolidated or into which
the Company merged or which merged into the Company or to which such sale or
conveyance was made, as the case may be ("CONSTITUENT PERSON"), or an affiliate
of a constituent person and (ii) failed to exercise his rights of election, if
any, as to the kind or amount of securities, cash or other property receivable
upon such Capital Reorganization. The provisions of this Section 8 shall
similarly apply to successive Capital Reorganizations. The Company shall not
consummate any transaction that effects or permits any such event or occurrence
unless each Person whose shares of stock, securities or assets will be issued,
delivered or paid to the stockholders (including the Company with respect to
clause (ii) below), prior to or simultaneously with the consummation of the
transaction (i) is a corporation organized and existing under the laws of the
United States of America or any State or the District of Columbia, and (ii)
expressly assumes, or in the case of the Company, acknowledges, by a subsequent
Warrant or other document in a form substantially similar hereto, executed and
delivered to the Holder hereof, the obligation to deliver to such Holder such
shares of stock, securities or assets as, in accordance with the foregoing
provisions of this Section 8, such Holder is entitled to purchase, and all other
obligations and liabilities under this Warrant, including obligations and
liabilities in respect of subsequent adjustments that are required under this
Warrant.

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

                  (a) the Holder is an "accredited investor" as such term is
defined in Regulation D under the Securities Act;

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

                                       14

<PAGE>

                  (c) the Holder understands that the Warrant and the Warrant
Shares have not been registered under the Securities Act, in reliance upon
exemptions contained in the Securities Act and applicable regulations
promulgated thereunder or interpretations thereof, and cannot be offered for
sale, sold or otherwise transferred unless such sale or transfer is so
registered or qualifies for exemption from registration under the Securities
Act, and that the certificates representing such shares may bear a legend
substantially in the form set forth in Section 10 hereof; and

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

         10.      LEGEND.

                  (a) The Holder agrees not to make any disposition of all or
any part of the Warrant or Warrant Shares except in accordance with Section 14
hereof and unless and until:

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

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

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

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

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

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

                                       15

<PAGE>

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

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

         14.      RESTRICTIONS ON TRANSFER.

                  (a) Subject to the provisions of this Section 14, this Warrant
may be transferred or assigned, in whole or in part, by the Holder at any time
and from time to time, without the consent of the Company. The term "HOLDER" as
used herein shall also include any transferee of this Warrant whose name has
been recorded by the Company in the Warrant Register (as hereinafter defined).
Each transferee of the Warrant or the Common Stock issuable upon the exercise of
the Warrant acknowledges that neither the Warrant nor the Common Stock issuable
upon the exercise of the Warrant has been registered under the Securities Act
and may be transferred only pursuant to an effective registration under the
Securities Act or pursuant to an applicable exemption from the registration
requirements of the Securities Act.

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

                                       16

<PAGE>

transfer, such exercise shall relate back and for all purposes of this Warrant
be deemed to have occurred as of the date of such notice regardless of delays
incurred by reason of the provisions of this Section 13 which may result in the
actual exercise on any later date.

                  (c) The Company shall maintain a register (the "WARRANT
REGISTER") in its principal office for the purpose of registering the Warrant
and any transfer thereof, which register shall reflect and identify, at all
times, the ownership of any interest in the Warrant. The Company may from time
to time designate a person authorized to register the transfer and exchange of
the Warrant on the Warrant Register as the warrant registrar (the "Warrant
Registrar"). The Company hereby initially appoints itself as Warrant Registrar.
Upon written notice to the Holder and any acting Warrant Registrar, the Company
may appoint a successor Warrant Registrar for such purposes. Upon the issuance
of this Warrant, the Company shall record the name of the initial holder of this
Warrant in the Warrant Register as the first Holder. Upon surrender for
registration of transfer or exchange of this Warrant together with a properly
executed Assignment in the form attached hereto as Exhibit B at the principal
office of the Company, the Company shall, at its expense, execute and deliver
one or more new Warrants of like tenor which shall be exercisable in the
aggregate for the total number of Warrant Shares, registered in the name of the
Holder or a transferee or transferees.

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

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

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

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

                  (a)      If to Conexant:

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

                                       17

<PAGE>

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

                           with a copy to:

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

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

                  (b)      If to the Company:

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

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

                           with a copy to:

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

                           Attention: Simon Biddiscombe
                                      Senior Vice President, Chief Financial
                                       Officer and Treasurer
                           Telecopy:  (949) 579-5289
                           E-mail:    simon.biddiscombe@mindspeed.com

         19.      CERTAIN REMEDIES. The Holder shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of this Warrant
and to enforce specifically the terms and provisions of this Warrant in any
court of the United States or any state thereof having

                                       18

<PAGE>

jurisdiction, this being in addition to any other remedy to which such Holder
may be entitled at law or in equity.

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

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

         22.      SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
the Company and its successors and assigns.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       19

<PAGE>

                           [SIGNATURE PAGE TO WARRANT]

              IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its duly authorized officer effective as of June 27, 2003.

                                      MINDSPEED TECHNOLOGIES, INC.

                                      By: /s/ SIMON BIDDISCOMBE
                                          --------------------------------------
                                          Name:  Simon Biddiscombe
                                          Title: Senior Vice President, Chief
                                                 Financial Officer and Treasurer

ACKNOWLEDGED AND ACCEPTED:

CONEXANT SYSTEMS, INC.

By: /s/ KERRY K. PETRY
    ------------------------------------
    Name:  Kerry K. Petry
    Title:  Vice President and Treasurer

                                       20

<PAGE>

                                                          Exhibit A to Common
                                                          Stock Purchase Warrant

                                    [FORM OF]

                           ELECTION TO PURCHASE SHARES

                  The undersigned hereby irrevocably elects to exercise the
Warrant to purchase _____ shares of Common Stock, par value $.01 per share
("Common Stock"), of MINDSPEED TECHNOLOGIES, INC. (the "Company") and hereby
[makes payment of $_______ therefor] [or] [makes payment therefor by
surrendering pursuant to Section 2(b)(ii) of the Warrant _____ shares of Common
Stock of the Company] [or] [makes payment therefor by cancellation pursuant to
Section 2(c) of the Warrant of a portion of the Warrant with respect to
_________ shares of Common Stock]. The undersigned hereby requests that
certificates for such shares be issued and delivered as follows:

ISSUE TO:
________________________________________________________________________________

                                     (NAME)

________________________________________________________________________________

                          (ADDRESS, INCLUDING ZIP CODE)

________________________________________________________________________________

                  (SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)

DELIVER TO:
________________________________________________________________________________

                                     (NAME)

________________________________________________________________________________

                          (ADDRESS, INCLUDING ZIP CODE)

                                       21

<PAGE>

                                                          Exhibit B to Common
                                                          Stock Purchase Warrant

                              [FORM OF] ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto the Assignee named below all of the rights of the undersigned to
purchase Common Stock, par value $.01 per share ("Common Stock"), of MINDSPEED
TECHNOLOGIES, INC. represented by the Warrant, with respect to the number of
shares of Common Stock set forth below:

Name of Assignee      Address         No. of Shares



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

Dated:____________________                CONEXANT SYSTEMS, INC.

                                          By: ________________________
                                              Name:
                                              Title:

                                       22