October 23 2008 Form 8-K Exhibit 10.2




                                                Exhibit 10.2


AMENDMENT TO CHANGE OF CONTROL SEVERANCE AGREEMENT



This AMENDMENT TO CHANGE OF CONTROL SEVERANCE AGREEMENT (the
"Amendment") is dated as of October 23, 2008, between Centillium
Communications, Inc. (the "Company"), and Linda C. Reddick (the
"Executive").


WHEREAS, the Executive and the Company have previously entered into an
Amended and Restated Change of Control Severance Agreement dated as of February
16, 2007 (the "Agreement"); and


WHEREAS, in accordance with the final treasury regulations issued
pursuant to Section 409A of the Internal Revenue Code (the "Final
Regulations"), the parties desire to enter into this Amendment to revise
the terms of the Agreement to provide for a definition of "Good
Reason" that satisfies the "safe harbor" definition provided for
in the Final Regulations with respect to certain of the payments that may be
provided pursuant to the Agreement; 


NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and agreements of the parties contained herein and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
agree as follows:



1.This Amendment shall become effective upon its
execution.



2.Section 5(c) of the Agreement is hereby amended and restated by
deleting Section 5(c) in its entirety and replacing it with the following:


"(c)Good Reason.  The Executive's employment may be terminated
during the Employment Period by the Executive for Good Reason.  For purposes of
this Agreement, "Good Reason" means:


(i)A material diminution in the Executive's base
compensation;


(ii)A material diminution in the Executive's authority,
duties and responsibilities as in effect immediately prior to the Change of
Control;


(iii)A material diminution in the  authority, duties and
responsibilities of the supervisor to whom the Executive is required to report
as in effect immediately prior to the Change of Control, including a requirement
that the Executive report to a corporate officer or employee instead of
reporting directly to the Company's Board of Directors (the "Board")
if the Executive had reported to the Board immediately prior to the Change of
Control; 


(iv) A material change in the geographic location in
which Executive's principal office was located immediately prior to the Change
of Control;









(v)A material diminution in the budget over which the
Executive had authority immediately prior to the of the Change of Control;


(vi)Any other action or inaction that constitutes a
material breach by the Company of this Agreement or any other agreement under
which the Executive provides services;




provided, however, that Good Reason shall not exist unless
the Executive has given written notice to the Company within ninety (90) days of
the initial existence of the Good Reason event or condition(s) giving specific
details regarding the event or condition; and unless the Company has had at
least thirty (30) days to cure such Good Reason event or condition after the
delivery of such written notice and has failed to cure such event or condition
within such thirty (30) day cure period."


3.Except as otherwise provided herein, the Agreement shall remain in
full force and effect in accordance with its original terms.





IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment, or have caused this Amendment to be executed and delivered, to be
effective as of October 23, 2008.




 

	 	 	
CENTILLIUM COMMUNICATIONS, INC.






	
Date: ___________________________
	 	
By: _____________________________________

Name: 

Title: 






 

	 	 	
EXECUTIVE






	
Date: ___________________________
	 	
 _____________________________________