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                                                                     Exhibit 4.4

                             TRANSWITCH CORPORATION

                  1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

         1.    Purpose. This Non-Qualified Stock Option Plan, to be known as the
1995 Non-Employee Director Stock Option Plan (hereinafter, this "Plan"), is
intended to promote the interests of TranSwitch Corporation (hereinafter, the
"Company") by providing an inducement to obtain and retain the services of
qualified persons who are not employees or officers of the Company to serve as
members of its Board of Directors (the "Board").

         2.    Available Shares. The total number of shares of Common Stock, par
value $.001 per share, of the Company (the "Common Stock") for which options may
be granted under this Plan shall not exceed 2,075,000 shares, as adjusted to
reflect a 3-for-2 stock split in the form of a stock dividend in July 1999, a
3-for-2 stock split in the form of a stock dividend in January 2000 and a
2-for-1 stock split in the form of a stock dividend in August 2000 and subject
to further adjustment in accordance with paragraph 10 of this Plan. Shares
subject to this Plan are authorized but unissued shares or shares that were once
issued and subsequently reacquired by the Company. If any options granted under
this Plan are surrendered before exercise or lapse without exercise, in whole or
in part, the shares reserved therefor shall continue to be available under this
Plan.

         3.    Administration. This Plan shall be administered by the Board or
by a committee appointed by the Board (the "Committee"). In the event the Board
fails to appoint or refrains from appointing a Committee, the Board shall have
all power and authority to administer this Plan. In such event, the word
"Committee" wherever used herein shall be deemed to mean the Board. The
Committee shall, subject to the provisions of the Plan, have the power to
construe this Plan, to determine all questions hereunder, and to adopt and amend
such rules and regulations for the administration of this Plan as it may deem
desirable. No member of the Board or the Committee shall be liable for any
action or determination made in good faith with respect to this Plan or any
option granted under it.

         4.    Automatic Grant of Options.  Subject to the availability of
shares under this Plan, (a) each person who first becomes a member of the Board
after the effective date of an initial public offering of the Company's Common
Stock and who is not an employee or officer of the Company (a "Non-Employee
Director") shall be automatically granted on the date such person becomes a
member of the Board, without further action by the Board, an option to purchase
37,500 shares of the Common Stock, as adjusted to reflect a 3-for-2 stock split
in the form of a stock dividend in July 1999 and a 2-for-1 stock split in the
form of a stock dividend in August 2000, and

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         (b) after the effective date of an initial public offering of the
Company's Common Stock, each person who is a Non-Employee Director on each
successive one-year anniversary (during the term of this Plan) of the date of
such person's first election to the Board shall be automatically granted on each
such date an option to purchase 28,800 shares of the Common Stock, as adjusted
to reflect a 3-for-2 stock split in the form of a stock dividend in July 1999
and a 2-for-1 stock split in the form of a stock dividend in August 2000.

         The options to be granted under this paragraph 4 shall be the only
options ever to be granted at any time to such member under this Plan. The
number of shares of Common Stock covered by options granted under this paragraph
4 shall be subject to adjustment in accordance with the provisions of paragraph
10 of this Plan. Notwithstanding anything to the contrary set forth herein, if
this Plan is not approved by a majority of the Company's stockholders present,
or represented, and voting on such matter at the first meeting of Stockholders
of the Company following April 11, 1995, then the Plan and the options granted
pursuant to this Section 4 shall terminate and become void, and no further
options shall be granted under this Plan.

         5.   Option Price. The purchase price of the stock covered by an option
granted pursuant to this Plan shall be 100% of the fair market value of such
shares on the day the option is granted. The option price will be subject to
adjustment in accordance with the provisions of paragraph 10 of this Plan. For
purposes of this Plan, if, at the time an option is granted under the Plan, the
Company's Common Stock is publicly traded, "fair market value" shall be
determined as of the last business day for which the prices or quotes discussed
in this sentence are available prior to the date such option is granted and
shall mean (i) the average (on that date) of the high and low prices of the
Common Stock on the principal national securities exchange on which the Common
Stock is traded, if the Common Stock is then traded on a national securities
exchange; or (ii) the last reported sale price (on that date) of the Common
Stock on the Nasdaq Stock Market, if the Common Stock is not then traded on a
national securities exchange; or (iii) the closing bid price (or average of bid
prices) last quoted (on that date) by an established quotation service for
over-the-counter securities, if the Common Stock is not reported on the Nasdaq
Stock Market. However, if the Common Stock is not publicly traded at the time an
option is granted under the Plan, "fair market value" shall be deemed to be the
fair value of the Common Stock as determined by the Committee after taking into
consideration all factors which it deems appropriate, including, without
limitation, recent sale and offer prices of the Common Stock in private
transactions negotiated at arm's length; provided, however, that the "fair
market value" of the stock issuable upon exercise of an option granted pursuant
to the Plan within 120 days prior to the time the Company's Common Stock is
publicly traded shall be deemed to be equal to the initial per share purchase
price at which the Company's Common Stock is offered to the public.

         6.   Period of Option. Unless sooner terminated in accordance with the
provisions of paragraph 8 of this Plan, an option granted hereunder shall expire
on the date which is five (5) years after the date of grant of the option.

         7.   (a) Vesting of Shares and Non-Transferability of Options. Options
granted under this Plan shall not be exercisable until they become vested.
Options granted under this

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Plan shall vest in the optionee and thus become exercisable as follows, provided
that the optionee has continuously served as a member of the Board through such
vesting date:

                    (i)  For options granted pursuant to Section 4(a) hereof:

                 Percentage of Option
                   Shares for which
              Option Will be Exercisable           Date of Vesting
              --------------------------           ---------------

                         33 1/3%            Less than one year from the date of
                                            grant

                         66 2/3%            One year from the date of grant

                          100%              Two years from the date of grant

The number of shares as to which options may be exercised shall be cumulative,
so that once the option shall become exercisable as to any shares it shall
continue to be exercisable as to said shares, until expiration or termination of
the option as provided in this Plan.

                    (ii) For options granted pursuant to Section 4(b) hereof,
         all such options shall vest in full on the one-year anniversary of the
         date of grant.

               (b)  Non-transferability. Any option granted pursuant to this
Plan shall not be assignable or transferable other than by will or the laws of
descent and distribution or pursuant to a domestic relations order and shall be
exercisable during the optionee's lifetime only by him or her.

         8.    Termination of Option Rights.

               (a)  Except as otherwise specified in the agreement relating to
an option, in the event an optionee ceases to be a member of the Board for any
reason other than death or permanent disability, any then unexercised portion of
options granted to such optionee shall, to the extent not then vested,
immediately terminate and become void; any portion of an option which is then
vested but has not been exercised at the time the optionee so ceases to be a
member of the Board may be exercised, to the extent it is then vested, by the
optionee within 90 days of the date the optionee ceased to be a member of the
Board; and all options shall terminate after such 90 days have expired.

               (b)  In the event that an optionee ceases to be a member of the
Board by reason of his or her death or permanent disability, any option granted
to such optionee shall be immediately and automatically accelerated and become
fully vested and all unexercised options shall be exercisable by the optionee
(or by the optionee's personal representative, heir or legatee, in the event of
death) until the scheduled expiration date of the option.

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         9.    Exercise of Option. Subject to the terms and conditions of this
Plan and the option agreements, an option granted hereunder shall, to the extent
then exercisable, be exercisable in whole or in part by giving written notice to
the Company by mail or in person addressed to TranSwitch Corporation, at its
principal executive offices, stating the number of shares with respect to which
the option is being exercised, accompanied by payment in full for such shares.
Payment may be (a) in United States dollars in cash or by check, (b) in whole or
in part in shares of the Common Stock of the Company already owned by the person
or persons exercising the option or shares subject to the option being exercised
(subject to such restrictions and guidelines as the Board may adopt from time to
time), valued at fair market value determined in accordance with the provisions
of paragraph 5 or (c) consistent with applicable law, through the delivery of an
assignment to the Company of a sufficient amount of the proceeds from the sale
of the Common Stock acquired upon exercise of the option and an authorization to
the broker or selling agent to pay that amount to the Company, which sale shall
be at the participant's direction at the time of exercise. There shall be no
such exercise at any one time as to fewer than one hundred (100) shares or all
of the remaining shares then purchasable by the person or persons exercising the
option, if fewer than one hundred (100) shares. The Company's transfer agent
shall, on behalf of the Company, prepare a certificate or certificates
representing such shares acquired pursuant to exercise of the option, shall
register the optionee as the owner of such shares on the books of the Company
and shall cause the fully executed certificate(s) representing such shares to be
delivered to the optionee as soon as practicable after payment of the option
price in full. The holder of an option shall not have any rights of a
stockholder with respect to the shares covered by the option, except to the
extent that one or more certificates for such shares shall be delivered to him
or her upon the due exercise of the option.

         10.   Adjustments Upon Changes in Capitalization and Other Events.
Upon the occurrence of any of the following events, an optionee's rights with
respect to options granted to him or her hereunder shall be adjusted as
hereinafter provided:

               (a)  Stock Dividends and Stock Splits. If the shares of Common
Stock shall be subdivided or combined into a greater or smaller number of shares
or if the Company shall issue any shares of Common Stock as a stock dividend on
its outstanding Common Stock, the number of shares of Common Stock deliverable
upon the exercise of options shall be appropriately increased or decreased
proportionately, and appropriate adjustments shall be made in the purchase price
per share to reflect such subdivision, combination or stock dividend.

               (b)  Recapitalization Adjustments. If the Company is to be
consolidated with or acquired by another entity in a merger, sale of all or
substantially all of the Company's assets or otherwise, each option granted
under this Plan which is outstanding but unvested as of the effective date of
such event shall become exercisable in full thirty (30) days prior to the
effective date of such event. In the event of a reorganization,
recapitalization, merger, consolidation, or any other change in the corporate
structure or shares of the Company, to the extent permitted by Rule 16b-3 under
the Securities Exchange Act of 1934, adjustments in the number and kind of
shares authorized by this Plan and in the number and kind of shares covered by,
and in the option price of outstanding options under this Plan necessary to
maintain the proportionate interest of the optionee and preserve, without
exceeding, the value of such option, shall be made.

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Notwithstanding the foregoing, no such adjustment shall be made which would,
within the meaning of any applicable provisions of the Internal Revenue Code of
1986, as amended, constitute a modification, extension or renewal of any option
or a grant of additional benefits to the holder of an option.

               (c)  Issuances of Securities. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares subject to options. No adjustments shall be made for dividends paid in
cash or in property other than securities of the Company.

               (d)  Adjustments. Upon the happening of any of the foregoing
events, the class and aggregate number of shares set forth in paragraphs 2 and 4
of this Plan that are subject to options which previously have been or
subsequently may be granted under this Plan shall also be appropriately adjusted
to reflect such events. The Board shall determine the specific adjustments to be
made under this paragraph 10 and its determination shall be conclusive.

         11.   Restrictions on Issuance of Shares. Notwithstanding the
provisions of paragraphs 4 and 9 of this Plan, the Company shall have no
obligation to deliver any certificate or certificates upon exercise of an option
until one of the following conditions shall be satisfied:

               (a)  The issuance of shares with respect to which the option has
been exercised is at the time of the issue of such shares effectively registered
under applicable Federal and state securities laws as now in force or hereafter
amended; or

               (b)  Counsel for the Company shall have given an opinion that the
issuance of such shares is exempt from registration under Federal and state
securities laws as now in force or hereafter amended; and the Company has
complied with all applicable laws and regulations with respect thereto,
including without limitation all regulations required by any stock exchange upon
which the Company's outstanding Common Stock is then listed.

         12.   Legend on Certificates. The certificates representing shares
issued pursuant to the exercise of an option granted hereunder shall carry such
appropriate legend, and such written instructions shall be given to the
Company's transfer agent, as may be deemed necessary or advisable by counsel to
the Company in order to comply with the requirements of the Securities Act of
1933 or any state securities laws.

         13.   Representation of Optionee. If requested by the Company, the
optionee shall deliver to the Company written representations and warranties
upon exercise of the option that are necessary to show compliance with Federal
and state securities laws, including representations and warranties to the
effect that a purchase of shares under the option is made for investment and not
with a view to their distribution (as that term is used in the Securities Act of
1933).

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         14. Option Agreement. Each option granted under the provisions of this
Plan shall be evidenced by an option agreement, which agreement shall be duly
executed and delivered on behalf of the Company and by the optionee to whom such
option is granted. The option agreement shall contain such terms, provisions and
conditions not inconsistent with this Plan as may be determined by the officer
executing it.

         15. Termination and Amendment of Plan. Options may no longer be granted
under this Plan after April 11, 2005, and this Plan shall terminate when all
options granted or to be granted hereunder are no longer outstanding. The Board
may at any time terminate this Plan or make such modification or amendment
thereof as it deems advisable; provided, however, that the Board may not,
without approval by the affirmative vote of the holders of a majority of the
shares of Common Stock present in person or by proxy and voting on such matter
at a meeting, (a) increase the maximum number of shares for which options may be
granted under this Plan (except by adjustment pursuant to Section 10), (b)
materially modify the requirements as to eligibility to participate in this
Plan, (c) materially increase benefits accruing to option holders under this
Plan or (d) amend this Plan in any manner which would cause Rule 16b-3 under the
Securities Exchange Act (or any successor or amended provision thereof) to
become inapplicable to this Plan; and provided further that the provisions of
this Plan specified in Rule 16b-3(c)(2)(ii)(A) (or any successor or amended
provision thereof) under the Securities Exchange Act of 1934 (including without
limitation, provisions as to eligibility, amount, price and timing of awards)
may not be amended more than once every six months, other than to comport with
changes in the Internal Revenue Code, the Employee Retirement Income Security
Act, or the rules thereunder. Termination or any modification or amendment of
this Plan shall not, without consent of a participant, affect his or her rights
under an option previously granted to him or her.

         16. Withholding of Income Taxes. Upon the exercise of an option, the
Company, in accordance with Section 3402(a) of the Internal Revenue Code, may
require the optionee to pay withholding taxes in respect of amounts considered
to be compensation includable in the optionee's gross income.

         17. Compliance with Regulations. It is the Company's intent that the
Plan comply in all respects with Rule 16b-3 under the Securities Exchange Act of
1934 (or any successor or amended provision thereof) and any applicable
Securities and Exchange Commission interpretations thereof. If any provision of
this Plan is deemed not to be in compliance with Rule 16b-3, the provision shall
be null and void.

         18. Governing Law. The validity and construction of this Plan and the
instruments evidencing options shall be governed by the laws of the State of
Delaware, without giving effect to the principles of conflicts of law thereof.

Date Approved by the Board of Directors of the Company:   April 11, 1995

Date Approved by the Stockholders of the Company:   April 19, 1995

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Date Amended and restated by the Board of Directors of the Company:   March 5,
1998

Date Amended by the Stockholders of the Company:   May 27, 1998

Date Amended by the Board of Directors of the Company: April 8, 1999

Date Amended by the Stockholders of the Company:   May 27, 1999

Updated to reflect the stock splits in the form of a dividend in July 1999 and
August 2000:  December 18, 2001

Date Amended by the Board of Directors of the Company: March 14, 2002

Date Amended by the Stockholders of the Company:   May 23, 2002