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                                                                     EXHIBIT 4.4

                       FIRST AMENDMENT TO RIGHTS AGREEMENT

         THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made as
of December 6, 2004 to amend that certain Rights Agreement (the "Rights
Agreement") dated as of June 26, 2003, by and between Mindspeed Technologies,
Inc., a Delaware corporation (the "Company") and Mellon Investor Services LLC, a
New Jersey limited liability company, as Rights Agent (the "Rights Agent").
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Rights Agreement.

         WHEREAS, the Company and the Rights Agent are parties to the Rights
Agreement;

         WHEREAS, the Board of Directors of the Company has determined it to be
in the best interests of the Company and its stockholders to amend the Rights
Agreement as set forth herein;

         WHEREAS, subject to certain provisos, Section 27 of the Rights
Agreement provides that the Company may from time to time supplement or amend
the Rights Agreement without the approval of any holders of Rights in order to
cure any ambiguity, to correct or supplement any provision contained in the
Rights Agreement, or to make any other provisions with respect to the Rights or
in regard to matters or questions arising under the Rights Agreement which the
Company may deem necessary or desirable, any such supplement to be evidenced by
a writing signed by the Company and the Rights Agent;

         WHEREAS, this Amendment does not change or increase the rights, duties,
liabilities or obligations of the Rights Agent under the Rights Agreement; and

         WHEREAS, no Person has become an Acquiring Person.

         NOW, THEREFORE, the parties hereto hereby agree as follows:

         1. The definition of "Acquiring Person" set forth in Section 1(a) of
the Rights Agreement shall be restated in its entirety to read as follows (with
changes thereto indicated herein in bold font):

              (a) "Acquiring Person" shall mean any Person (as such term is
              hereinafter defined) who or which on or after the Record Date,
              together with all Affiliates and Associates (as such terms are
              hereinafter defined) of such Person, shall be the Beneficial Owner
              (as such term is hereinafter defined) of 15% or more of the shares
              of Common Stock then outstanding, but shall not include the
              Company, any Subsidiary (as such term is hereinafter defined) of
              the Company, Conexant, any employee benefit plan of Conexant, the
              Company or any Subsidiary of the Company, or any entity holding
              Common Stock for or pursuant to the terms of any such plan.
              Notwithstanding the foregoing, no Person shall become an

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              "Acquiring Person" as the result of (I) an acquisition of shares
              of Common Stock by the Company which, by reducing the number of
              shares of Common Stock outstanding, increases the proportionate
              number of shares of Common Stock beneficially owned by such Person
              to 15% or more of the shares of Common Stock then outstanding
              (provided, however, that if a Person shall become the Beneficial
              Owner of 15% or more of the shares of Common Stock then
              outstanding by reason of share purchases by the Company and shall,
              after such share purchases by the Company, become the Beneficial
              Owner of any additional shares of Common Stock, other than an
              acquisition that does not directly or indirectly increase the
              proportionate share of the shares of Common Stock then outstanding
              beneficially owned by such Person, then such Person shall be
              deemed to be an "Acquiring Person") OR (II) THE PURCHASE OF SHARES
              OF COMMON STOCK (OR SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE
              FOR SHARES OF COMMON STOCK) DIRECTLY FROM THE COMPANY BY A PERSON
              WHO HAS A BONA FIDE INTENT AT THE TIME OF SUCH PURCHASE TO RESELL
              SUCH SHARES OF COMMON STOCK (OR SECURITIES CONVERTIBLE INTO OR
              EXCHANGEABLE FOR SHARES OF COMMON STOCK) IN AN OFFERING THAT IS
              EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF
              1933, AS AMENDED, PURSUANT TO RULE 144A OR REGULATION S
              PROMULGATED THEREUNDER. Notwithstanding the foregoing, if the
              Board of Directors of the Company determines in good faith that a
              Person who would otherwise be an "Acquiring Person", as defined
              pursuant to the foregoing provisions of this paragraph (a), has
              become such inadvertently, and such Person divests as promptly as
              practicable a sufficient number of shares of Common Stock so that
              such Person would no longer be an "Acquiring Person", as defined
              pursuant to the foregoing provisions of this paragraph (a), then
              such Person shall not be deemed to be an "Acquiring Person" for
              any purposes of this Agreement.

         2. Except as set forth herein, the Rights Agreement shall remain in
full force and effect.

                             SIGNATURE PAGE FOLLOWS

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         IN WITNESS HEREOF, the parties hereto have caused this Amendment to be
executed as of the date first written above.

                                Mindspeed Technologies, Inc.,
                                a Delaware corporation

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

                                Mellon Investor Services, LLC
                                a New Jersey limited liability company

                                By:   Sharon Knepper
                                    ----------------------------------------
                                Name:  Sharon Knepper
                                Title: Vice President

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