Prepared by MERRILL CORPORATION




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Exhibit 10.11.2    
  


 
 

AMENDMENT TO AMENDED AND RESTATED PREFERRED STOCK RIGHTS AGREEMENT    
  


	1.
	General Background.    In accordance with Section 27 of the Amended and Restated Preferred Stock Rights Agreement
between Fleet National Bank (the "Rights Agent") and MIPS Technologies, Inc. dated September 11, 2000 (the "Agreement"), the Rights Agent and MIPS Technologies, Inc. desire to
amend the Agreement to appoint EquiServe Trust Company, N.A.



	2.
	Effectiveness.    This Amendment shall be effective as of January 24, 2002 (the "Amendment") and all defined terms and
definitions in the Agreement shall be the same in the Amendment except as specifically revised by the Amendment.



	3.
	Revision.    The section in the Agreement entitled "Change of Rights Agent" is hereby deleted in its entirety and replaced
with the following: 



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 Common Shares or Preferred shares by registered or certified mail and to the holders of the Right
Certificates 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 Common Shares or Preferred Shares by registered or certified mail, and to the holders of the Right Certificates 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 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 holder
of a Right Certificate (who shall, with such notice, submit such holder's Right Certificate 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 a corporation or trust company organized
and doing business under the laws of the United States, in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or
examination by federal or state authority and which has individually or combined with an
affiliate at the time of its appointment as Rights Agent a combined capital and surplus of at least $100 million dollars. 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 Common Shares or Preferred Shares, and mail a notice
thereof in writing to the registered holders of the Right Certificates. 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. 



	4.
	Except
as amended hereby, the Agreement and all schedules or exhibits thereto shall remain in full force and effect. 






IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized
officers, as of this 24th day of January, 2002. 



	MIPS TECHNOLOGIES, INC.	 	FLEET NATIONAL BANK
	

/s/  JOHN BOURGOIN      
 By: John Bourgoin

Title: Chairman and CEO	
 	

/s/  JOSHUA P. MCGINN      
 By: Joshua P. McGinn

Title: Senior Account Manager
	

 	
 	
EquiServe Trust Company, N.A.
	

 	
 	

/s/  JOSHUA P. MCGINN      
 By: Joshua P. McGinn

Title: Senior Account Manager











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Exhibit 10.11.2


AMENDMENT TO AMENDED AND RESTATED PREFERRED STOCK RIGHTS AGREEMENT