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                                                                    EXHIBIT 10.2


                                PLEDGE AGREEMENT

            This PLEDGE AGREEMENT (this "Pledge Agreement") is made and entered
into as of December 8, 2004 by Mindspeed Technologies, Inc., a Delaware
corporation (the "Pledgor"), having its principal office at 4000 MacArthur
Boulevard, East Tower, Newport Beach, California 92660, in favor of Wells Fargo
Bank, N.A., in its capacity as trustee (the "Trustee") for the holders from time
to time (the "Holders") of the Notes (as defined below), issued by the Pledgor
under the Indenture referred to below. Capitalized terms used and not defined in
this Pledge Agreement have the meanings set forth or referred to in the
Indenture.

                             PRELIMINARY STATEMENTS:

            (1) The Pledgor and Lehman Brothers, Inc., as the Initial Purchaser,
are party to a Purchase Agreement dated December 2, 2004 (the "Purchase
Agreement"), pursuant to which the Pledgor will issue and sell to the Initial
Purchaser $46,000,000 aggregate principal amount of 3.75% Convertible Senior
Notes due 2009 (the "Notes").

            (2) The Pledgor and the Trustee have entered into that certain
indenture dated as of the date hereof (as amended, restated, supplemented or
otherwise modified from time to time, the "Indenture"), pursuant to which the
Pledgor is issuing the Notes on the date hereof.

            (3) The Pledgor is the beneficial owner of, and desires to pledge
the security entitlements (the "Pledged Security Entitlements") with respect to,
(i) the United States Treasury securities identified by CUSIP number in Schedule
I hereto, and credited to the trust account with Wells Fargo Bank, N.A. (the
"Account Holder") and held by the Trustee, having ABA No. 121000248, Account No.
16795201, and entitled "Mindspeed Technologies, Inc. 3.75% Convertible Senior
Notes due 2009, Collateral Pledge Account" (the "Pledged Account") and (ii) all
other financial assets credited from time to time to the Pledged Account
(collectively with the assets described in clause (i) above, the "Pledged
Financial Assets");

            (4) To secure the obligations of the Pledgor under the Indenture and
the Notes to pay all of each of the first four scheduled interest payments on
the Notes when due and to secure repayment of the principal amount and interest
on the Notes and Additional Interest (as defined in the Indenture), if any, in
the event that the Notes become due and payable prior to such time as the first
four scheduled interest payments thereon shall have been paid in full
(collectively, the "Obligations"), the Pledgor has agreed (i) to pledge to the
Trustee for its benefit and the ratable benefit of the Holders of the Notes, a
security interest in the Collateral (as defined below) securing the payment and
performance by the Pledgor of all of the Obligations and (ii) to execute and
deliver this Pledge Agreement; the Collateral will be sufficient upon receipt of
scheduled interest and principal payments in respect thereto to provide for the
payment of the first four scheduled interest payments on the Notes;

            (5) It is a condition precedent to the initial purchase of the Notes
by the Initial Purchaser that the Pledgor shall have executed and delivered this
Pledge Agreement; and

            (6) Unless otherwise defined herein or in the Indenture, terms used
in Article 8 or 9 of the Uniform Commercial Code as in effect in the State of
New York ("UCC") and/or in the Federal Book Entry Regulations (as defined below)
are used in this Pledge Agreement as
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such terms are defined in such Article 8 or 9 and/or the Federal Book Entry
Regulations. The term "Federal Book Entry Regulations" means (a) the federal
regulations contained in Subpart B ("Treasury/Reserve Automated Debt Entry
System (TRADES)") governing book-entry securities consisting of U.S. Treasury
bonds, notes and bills and Subpart D ("Additional Provisions") of 31 C.F.R. Part
357, 31 C.F.R. Section 357.2, Section 357.10 through Section 357.14 and Section
357.41 through Section 357.44 and (b) to the extent substantially identical to
the federal regulations referred to in clause (a) above (as in effect from time
to time), the federal regulations governing other book-entry securities.

                                    AGREEMENT

            NOW, THEREFORE, in consideration of the premises herein contained,
and in order to induce the Initial Purchaser to purchase the Notes, the Pledgor
hereby agrees with the Trustee, for the benefit of the Trustee and for the
ratable benefit of the Holders of the Notes, as follows:

            SECTION 1. Pledge and Grant of Security Interest. The Pledgor hereby
pledges and grants to the Trustee, for its benefit and for the ratable benefit
of the Holders of the Notes, a security interest in and continuing lien on all
of the Pledgor's right, title and interest in and to the property set out in
paragraphs (a) through (d) below (in each case, whether now owned or hereafter
acquired or created by the Pledgor, wherever located and whether now or
hereafter existing or arising and whether consisting of security accounts,
securities (including United States Treasury securities), security entitlements,
financial assets and other investment property, deposit accounts, payment
intangibles and other general intangibles or any other property) (hereinafter
collectively referred to as the "Collateral"):

            (a) the Pledged Financial Assets and the certificates, if any,
representing the Pledged Financial Assets, and all dividends, interest, money
(as defined in the UCC (for the avoidance of doubt)), instruments and other
property from time to time received, receivable or otherwise distributed or
distributable in respect of or in exchange for any or all of such Pledged
Financial Assets;

            (b) the Pledged Account and all security entitlements with respect
thereto, all Pledged Security Entitlements with respect to all Pledged Financial
Assets from time to time credited, or required to be credited to the Pledged
Account, any and all securities accounts in which the Pledged Security
Entitlements are carried, and all dividends, interest, cash, instruments and
other property from time to time received, receivable or otherwise distributed
or distributable in respect of or in exchange for any or all of such Pledged
Security Entitlements;

            (c) all other securities, securities entitlements and other
financial assets hereafter acquired by the Pledgor pursuant to Article 12 of the
Indenture; and

            (d) all proceeds of any and all of the Collateral (including,
without limitation, proceeds that constitute property of the types described in
clauses (a), (b) and (c) of this Section 1), all investments of the Collateral
and, to the extent not otherwise included, all payments in respect of insurance
(whether or not the Trustee is the loss payee thereof) payable by reasons of

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loss or damage or any indemnity, warranty or guaranty, or otherwise and all cash
proceeds, in each case with respect to the Collateral.

            SECTION 2. Security for Obligations. This Pledge Agreement secures,
and the Collateral is collateral security for, (x) the prompt and complete
payment and performance when due of the full amount of each of the first four
scheduled payments of interest on the Notes and (y) for the period beginning on
the date of this Pledge Agreement and ending on the scheduled date for the
fourth scheduled payment of interest on the Notes, the prompt and complete
payment and performance when due (whether at stated maturity, by acceleration or
otherwise in accordance with the terms of the Indenture) of all the Obligations
of the Pledgor, whether for principal, interest, Additional Interest or
otherwise, now or hereafter existing, under this Pledge Agreement, the Notes or
the Indenture (all such obligations being the "Secured Obligations").

            SECTION 3. Maintaining the Pledged Account. So long as any Secured
Obligation shall remain outstanding:

            (a) The Pledgor will maintain separately the Pledged Account with
the Account Holder.

            (b) It shall be a term and condition of this Pledge Agreement,
notwithstanding any term or condition to the contrary in any other agreement
relating to the Pledged Account, and except as otherwise provided by Section 5
and Section 18 hereof, that no funds shall be paid or released to or for the
account of, or withdrawn by or for the account of, the Pledgor or any other
Person from the Pledged Account except as expressly provided in this Pledge
Agreement.

            The Pledged Account shall be subject to such applicable laws, and
such applicable regulations of the Board of Governors of the Federal Reserve
System and of any other appropriate banking or governmental authority, as may
now or hereafter be in effect.

            SECTION 4. Delivery of Collateral. (a) All certificates or
instruments representing or evidencing the Pledged Financial Assets or the
Pledged Security Entitlements shall be delivered to and held by or on behalf of
the Trustee pursuant hereto and shall be in suitable form for transfer by
delivery, or shall be accompanied by duly executed instruments of transfer or
assignment in blank, all in form and substance satisfactory to the Trustee. The
Trustee shall have the right, at any time in its discretion and without notice
to the Pledgor, to transfer to or to register in the name of the Trustee or any
of its nominees any or all of the Collateral. In addition, the Trustee shall
have the right at any time to exchange certificates or instruments representing
or evidencing any or all of the Collateral for certificates or instruments of
smaller or larger denominations. Also, the Trustee shall have the right at any
time to convert Collateral consisting of financial assets credited to the
Pledged Account to Collateral consisting of financial assets held directly by
the Trustee, and to convert Collateral consisting of financial assets held
directly by the Trustee to Collateral consisting of financial assets credited to
the Pledged Account.

            (b) With respect to any Collateral in which the Pledgor has any
right, title or interest and that constitutes an uncertificated security, the
Pledgor shall cause the issuer thereof either (i) to register the Trustee as the
registered owner of such security or (ii) to agree in writing

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with the Pledgor and the Trustee that such issuer will comply with instructions
with respect to such security originated by the Trustee without further consent
of the Pledgor, such agreement to be in form and substance reasonably
satisfactory to the Trustee.

            (c) With respect to any Collateral in which the Pledgor has any
right, title or interest and that constitutes a security entitlement, the
Pledgor shall cause the securities intermediary with respect to such security
entitlement either (i) to identify in its records the Trustee as the entitlement
holder of such security entitlement against such securities intermediary or (ii)
to agree in writing with the Pledgor and the Trustee that such securities
intermediary will comply with entitlement orders (that is, notifications
communicated to such securities intermediary directing transfer or redemption of
the financial asset to which the Pledgor has a security entitlement) originated
by the Trustee without further consent of the Pledgor, such agreement to be in
substantially the form of Annex A hereto or otherwise in form and substance
reasonably satisfactory to the Trustee.

            (d) With respect to any Collateral that constitutes a securities
account, the Pledgor will comply with subsection (c) of this Section 4 with
respect to all security entitlements held in such securities account.

            (e) Prior to or concurrently with the execution and delivery hereof
and prior to the transfer to the Trustee of the Pledged Security Entitlements,
as provided in subsections (a) through (c) of this Section 4, the Trustee shall
establish the Pledged Account with the Account Holder. Upon transfer of the
Pledged Financial Assets to the Trustee, as confirmed to the Trustee by the
securities intermediary, the Trustee shall make appropriate book entries
indicating that the Pledged Financial Assets have been credited to and are held
in the Pledged Account. Subject to the other terms and conditions of this Pledge
Agreement, all funds or other property held by the Trustee pursuant to this
Pledge Agreement shall be held in the Pledged Account subject (except as
expressly provided in Sections 5(a), (b) and (c) hereof) to the exclusive
control (as defined in Section 8-106 of the UCC) of the Trustee and exclusively
for the benefit of the Trustee and for the ratable benefit of the Holders of the
Notes and segregated from all other funds or other property otherwise held by
the Trustee.

            (f) All Collateral shall be retained in the appropriate account
pending disbursement pursuant to the terms hereof.

            (g) Concurrently with the execution and delivery of this Pledge
Agreement, the Pledgor shall deliver to the Trustee a duly executed Control
Agreement (the "Control Agreement"), in the form of Annex A hereto.

            SECTION 5. Disbursements. (a) Three business days prior to the due
date of any of the first four scheduled interest payments on the Notes, the
Pledgor may, pursuant to written instructions given by the Pledgor to the
Trustee (an "Issuer Order"), direct the Trustee to release from the Pledged
Account and pay to the Holders of the Notes proceeds to provide for payment, in
whole or in part, of such interest then due on the Notes. Upon receipt of an
Issuer Order, the Trustee will (i) issue a Payment Order (as defined in the
Control Agreement) to the Account Holder for the release from the Pledged
Account of such funds to the Trustee in accordance with such Issuer Order and
(ii) pay such funds to the Holders of the Notes in

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accordance with the Indenture and the Notes. In the event that the funds
released from the Pledged Account on any interest payment date are not
sufficient to pay in full the interest due on the Notes on such interest payment
date (a "Shortfall"), nothing in this Section 5 shall relieve the Pledgor of its
obligations under the Notes and the Indenture to pay such Shortfall to the
Holders of the Notes on such interest payment date; provided, however, that no
such Shortfall shall be paid from proceeds of the Collateral unless such
proceeds constitute a Surplus (as defined below). Furthermore, nothing in this
Pledge Agreement shall relieve the Pledgor of its obligations under the Notes
and the Indenture to pay Payment Upon Conversion, if any. In the event that the
funds available for release from the Pledged Account on any interest payment
date exceed the interest due on the Notes on such interest payment date (a
"Surplus"), such Surplus shall be retained in the Pledged Account and may be
applied to the next Shortfall(s), if any. Nothing in this Section 5 shall affect
the Trustee's rights to apply the Collateral to the payments of amounts due on
the Notes upon acceleration thereof.

            (b) If the Pledgor makes any of the first four scheduled interest
payments on the Notes or portion of such an interest payment from a source of
funds other than the Pledged Account ("Pledgor Funds"), the Pledgor may, after
payment in full of such interest payment, direct the Trustee pursuant to an
Issuer Order to issue a Payment Order (as defined in the Control Agreement) to
the Account Holder for the release to the Pledgor or to another party at the
direction of the Pledgor (the "Pledgor's Designee") proceeds from the Pledged
Account in an amount less than or equal to the amount of Pledgor Funds applied
to such interest payment; provided, however, that the foregoing shall not apply
in the event that such payment of Pledgor Funds is made in order to compensate
for any Shortfall. Upon receipt by the Trustee of such Issuer Order and provided
the Trustee has received such interest payment, the Trustee shall direct the
Account Holder pursuant to a Payment Order to pay over to the Pledgor or the
Pledgor's Designee, as the case may be, the requested amount from proceeds in
the Pledged Account as soon as practicable.

            (c) At least three Business Days prior to the due date of each of
the first four scheduled interest payments on the Notes, the Pledgor shall give
the Trustee notice (by Issuer Order) as to whether such interest payment will be
made pursuant to Section 5(a) or 5(b) above and the respective amounts of
interest that will be paid from the Pledged Account and from Pledgor Funds. Any
Pledgor Funds to be used to make any interest payment shall be delivered to the
Trustee, in immediately available funds, prior to 11:00 a.m. (New York City
time) on such interest payment date. If no such notice is given or such Pledgor
Funds have not been so delivered, the Trustee will act pursuant to Section 5(a)
above as if it had received an Issuer Order pursuant thereto for the payment of
the interest then due from the Pledged Account.

            (d) The Trustee shall instruct the Account Holder to liquidate
Collateral in the Pledged Account (pursuant to written instructions from the
Pledgor) in order to make any of the first four scheduled interest payments on
the Notes, unless there are sufficient funds in the Pledged Account on such
applicable interest payment date. The Trustee shall be entitled to instruct the
Account Holder to sell any Collateral as contemplated in the prior sentence
prior to the maturity of such Collateral and shall not be responsible for any
costs and expenses of such sale.

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            (e) Nothing contained in this Pledge Agreement shall (i) afford the
Pledgor any right to issue entitlement orders with respect to any of the Pledged
Security Entitlements or any securities account in which any such security
entitlement may be carried, or otherwise afford the Pledgor control of any
Pledged Security Entitlement or (ii) otherwise give rise to any rights of the
Pledgor with respect to the Pledged Financial Assets or any securities account
in which any such security entitlement may be carried, other than the Pledgor's
rights under this Pledge Agreement as the beneficial owner of collateral pledged
to and subject to the exclusive control (except as expressly provided in
Sections 5(a) and (b) hereof prior to an Event of Default) of the Trustee in its
capacity as such (and not as a securities intermediary) before the payment in
full, when due, of the first four scheduled interest payments on the Notes. The
Pledgor acknowledges, confirms and agrees that the Trustee is an entitlement
holder of the Pledged Security Entitlements solely as Trustee for the Holders of
the Notes and not as a securities intermediary.

            SECTION 6. Investing of Amounts in the Pledged Account. If requested
and as directed in writing by the Pledgor, the Trustee will, subject to the
provisions of Sections 3, 5 and 13 of this Pledge Agreement, from time to time,
instruct the Account Holder to invest interest paid on the Pledged Financial
Assets and reinvest other proceeds of any Pledged Financial Assets that may
mature or be sold, in each case, in (i) identified United States Treasury
securities or (ii) selected shares of a money market fund registered under the
Investment Company Act of 1940, as amended, the portfolio of which consists of
United States Treasury securities, in each case credited to the Pledged Account.
For tax reporting and withholding purposes, all income earned on investments
held by the Trustee as Collateral hereunder shall be allocated to the Pledgor
and, within ten days after the date of this Pledge Agreement, the Pledgor shall
provide such tax reporting documents to the Trustee as the Trustee may request.

            SECTION 7. Representations and Warranties. The Pledgor hereby
represents and warrants that:

            (a) This Pledge Agreement has been duly authorized, validly executed
and delivered by the Pledgor and (assuming the due authorization and valid
execution and delivery of this Pledge Agreement by the Trustee and
enforceability of the Pledge Agreement against the Trustee in accordance with
its terms) constitutes a valid and binding agreement of the Pledgor, enforceable
against the Pledgor in accordance with its terms, except as (i) the
enforceability hereof may be limited by bankruptcy, insolvency, fraudulent
conveyance, preference, reorganization, moratorium or similar laws now or
hereafter in effect relating to or affecting creditors' rights or remedies
generally, (ii) the availability of equitable remedies may be limited by
equitable principles of general applicability, (iii) the exculpation provisions
and rights to indemnification hereunder may be limited by U.S. federal and state
securities laws and public policy considerations and (iv) the waiver of rights
and defenses contained in Section 13(d), Section 19(h) and Section 19(l) hereof
may be limited by applicable law.

            (b) As of the date hereof and each Delivery Date, (i) the Pledgor's
exact legal name (as determined in accordance with Section 9-503(a)(1) of the
UCC) is Mindspeed Technologies, Inc., (ii) the Pledgor is located (within the
meaning of Section 9-307 of the UCC) in the State of California and has its
chief executive office in the State of California, (iii) the Pledgor is a
corporation organized under the laws of the State of Delaware and (iv) the
Pledgor's state organizational identification number is 3347074.

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            (c) The Pledgor is the legal and beneficial owner of the Collateral
free and clear of any Lien, claim, option or right of others (except for the
security interests created by this Pledge Agreement and any Liens permitted
under the Indenture). No effective financing statement or instrument similar in
effect covering all or any part of the Collateral or listing the Pledgor or any
trade name of the Pledgor with respect to all or any part of the Collateral is
on file in any public or recording office, other than the financing statements
filed pursuant to this Pledge Agreement.

            (d) All filings and other actions (including, without limitation,
(A) actions necessary to obtain control of the Collateral as provided in
Sections 9-104, 9-105, 9-106 and 9-107 of the UCC and (B) actions necessary to
perfect the Trustee's security interest with respect to the Collateral evidenced
by a certificate of ownership) necessary to perfect the security interest in the
Collateral created under this Pledge Agreement have been duly made or taken and
are in full force and effect, and this Pledge Agreement creates in favor of the
Trustee for its benefit and the ratable benefit of the Holders of the Notes a
valid and, together with such filings and other actions, a perfected first
priority security interest in the Collateral, securing the payment of the
Secured Obligations.

            (e) The execution and delivery by the Pledgor of, and the
performance by the Pledgor of its obligations under, this Pledge Agreement will
not contravene any provision of applicable law or the Articles of Incorporation
of the Pledgor in any material respect or any material agreement or other
material instrument binding upon the Pledgor or any judgment, order or decree of
any governmental body, agency or court having jurisdiction over the Pledgor, or
result in the creation or imposition of any Lien on any assets of the Pledgor,
except for the security interests granted under this Pledge Agreement.

            (f) No consent of any other person and no approval, authorization,
order of, action by, notice to, filing or qualification with, any governmental
authority, regulatory body, agency or other third party is required for (i) the
grant by the Pledgor of the pledge and security interest granted under this
Pledge Agreement, (ii) the execution or delivery by the Pledgor of, or the
performance by the Pledgor of its obligations under, this Pledge Agreement,
(iii) the perfection or maintenance of the pledge and security interest created
hereunder (including the first priority nature of such pledge or security
interest), except for the Control Agreements and other agreements (if any) to be
executed by the Account Holder, securities intermediaries or the issuers as
contemplated in Section 4(b), (c), (d) and (e) hereof and the filing of
financing and continuation statements under the UCC, which financing statements
have been delivered to the Trustee and which, when filed, shall be in full force
and effect, or (iv) for the exercise by the Trustee of its voting or other
rights provided for in this Pledge Agreement or the remedies in respect of the
Collateral pursuant to this Pledge Agreement, except as may be required in
connection with the disposition of any portion of the Collateral by laws
affecting the offering and sale of securities generally.

            (g) As of the date hereof and each Delivery Date, there are no legal
or governmental proceedings pending or, to the Pledgor's knowledge, threatened
to which the Pledgor is a party or to which any of the properties of the Pledgor
is subject that would materially adversely affect the power or ability of the
Pledgor to perform its obligations under this Pledge Agreement or to consummate
the transactions contemplated hereby.

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            (h) The pledge of the Collateral pursuant to this Pledge Agreement
is not prohibited by law or governmental regulation (including, without
limitation, Regulations T, U and X of the Board of Governors of the Federal
Reserve System) applicable to the Pledgor.

            (i) As of the date hereof and each Delivery Date, no Event of
Default (as defined below) exists.

            SECTION 8. Further Assurances. (a) The Pledgor agrees that from time
to time, at the expense of the Pledgor, the Pledgor will promptly execute and
deliver all further instruments and documents, and take all further action, that
may be necessary or desirable, and that the Trustee may reasonably request, in
order to perfect and protect any pledge or security interest granted or
purported to be granted hereunder or to enable the Trustee to exercise and
enforce its rights and remedies hereunder with respect to any Collateral.
Without limiting the generality of the foregoing, the Pledgor will: (i) if any
Collateral shall be evidenced by a promissory note or other instrument, deliver
and pledge to the Trustee hereunder such note or instrument, duly endorsed and
accompanied by duly executed instruments of transfer or assignment, all in form
and substance satisfactory to the Trustee; (ii) execute and file such financing
or continuation statements, or amendments thereto, and such other instruments or
notices, as may be necessary or desirable, or as the Trustee may reasonably
request, in order to perfect and preserve the pledge and security interest
granted or purported to be granted hereby; (iii) deliver and pledge to the
Trustee for its benefit and the ratable benefit of the Holders of the Notes
certificates representing Collateral that constitutes certificated securities,
accompanied by undated stock or bond powers executed in blank; and (iv) deliver
to the Trustee evidence that all other action that the Trustee may deem
reasonably necessary or desirable in order to perfect and protect the security
interest created by the Pledgor under this Pledge Agreement has been taken.

            (b) The Pledgor hereby authorizes the Trustee to file one or more
financing or continuation statements, and amendments thereto, with respect to
the Collateral, in each case without the signature of the Pledgor, and
regardless of whether any particular asset described in such financing
statements falls within the scope of the UCC. Such financing statements may
describe the Collateral by reference to an attached photocopy or other
reproduction of this Pledge Agreement, or in any manner similar in scope to the
description of the Collateral provided in Section 1. The Pledgor ratifies its
authorization for the Trustee to have filed such financing statements,
continuation statements or amendments filed prior to the date hereof.

            (c) The Pledgor will furnish to the Trustee from time to time
statements and schedules further identifying and describing the Collateral and
such other reports in connection with the Collateral as the Trustee may
reasonably request, all in reasonable detail.

            (d) The Pledgor will promptly pay all reasonable costs and expenses
incurred in connection with any of the foregoing within 45 days after receipt of
an invoice therefor. The Pledgor also agrees, promptly upon request by the
Trustee, to take all actions that are reasonably necessary to perfect or
continue the perfection of, or to protect the first priority of, the Trustee's
security interest in and to the Collateral, including the filing of all
necessary financing and continuation statements, and to protect the Collateral
against the rights, claims or interests of third persons (other than any such
rights, claims or interests created by or arising through the Trustee).

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            SECTION 9. Covenants. The Pledgor covenants and agrees with the
Trustee and the Holders of the Notes that, from and after the date of this
Pledge Agreement until the earlier to occur of (x) payment in full in cash of
each of the first four scheduled interest payments on the Notes when due under
the terms of the Indenture and (y) payment in full of all Secured Obligations
due and owing in the event such Secured Obligations become due and payable in
accordance with the Indenture prior to the scheduled date for payment of the
fourth scheduled interest payment on the Notes:

            (a) except as permitted under the Indenture, (A) it will not (and
will not purport to) sell, assign or otherwise dispose of, or grant any option
or warrant with respect to, any of the Collateral or its beneficial interest
therein, and (B) it will not create or suffer to exist any Lien or other adverse
interest upon or with respect to any of the Collateral or its beneficial
interest therein (except for the security interests granted under this Pledge
Agreement);

            (b) except as permitted under the Indenture, it will not (A) enter
into any agreement or understanding that restricts or inhibits or purports to
restrict or inhibit the Trustee's rights or remedies hereunder, including,
without limitation, the Trustee's right to sell or otherwise dispose of the
Collateral or (B) fail to pay or discharge any tax, assessment or levy of any
nature with respect to its beneficial interest in the Collateral not later than
five days prior to the date of any proposed sale under any judgment, writ or
warrant of attachment with respect to such beneficial interest; and

            (c) it will not change its name, type of organization, jurisdiction
of organization, organizational identification number or chief executive office
from those set forth in Section 7(b) hereof without first giving at least 10
days' prior written notice to the Trustee and taking all action reasonably
required by the Trustee for the purpose of perfecting or protecting the security
interest granted by this Pledge Agreement.

            SECTION 10. Power of Attorney. In addition to all of the powers
granted to the Trustee pursuant to the Indenture, the Pledgor hereby irrevocably
appoints the Trustee as the Pledgor's attorney-in-fact (with full power of
substitution), with full authority in the place and stead of the Pledgor and in
the name of the Pledgor or otherwise, from time to time in the Trustee's
discretion after the occurrence and during the continuance of an Event of
Default, to take any action and to execute any instrument that is reasonably
necessary or advisable or as the Trustee may deem reasonably necessary or
advisable to accomplish the purposes of this Pledge Agreement, including,
without limitation, to:

            (a) ask for, demand, collect, sue for, recover, compromise, receive
and give acquittance and receipts for moneys due and to become due under or in
respect of any of the Collateral,

            (b) receive, indorse and collect any drafts or other instruments,
documents and chattel paper, in connection with clause (a) above,

            (c) file any claims or take any action or institute any proceedings
that the Trustee may deem reasonably necessary or desirable for the collection
of any of the Collateral or otherwise to enforce the rights of the Trustee with
respect to any of the Collateral, and

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            (d) pay or discharge taxes or Liens levied or placed upon the
Collateral that the Pledgor has failed to pay or discharge in accordance
herewith, the legality or validity thereof and the amounts necessary to
discharge the same to be determined by the Trustee in its sole reasonable
discretion, and such payments made by the Trustee to become part of the
Obligations of the Pledgor to the Trustee, due and payable immediately upon
demand;

provided, however, that the Trustee shall have no obligation to perform any of
the foregoing actions. The Trustee's authority under this Section 10 shall
include, without limitation, the authority to endorse and negotiate any checks
or instruments representing proceeds of Collateral in the name of the Pledgor,
execute and give receipt for any certificate of ownership or any document
constituting Collateral, transfer title to any item of Collateral, or any other
documents reasonably deemed necessary or appropriate by the Trustee to preserve,
protect or perfect the security interest in the Collateral granted hereunder and
to file the same, prepare, file and sign the Pledgor's name on any notice of
Lien, and to take any other actions arising from or incident to the powers
granted to the Trustee in this Pledge Agreement. This power of attorney is
coupled with an interest and is irrevocable by the Pledgor.

            If the Pledgor fails to perform any agreement contained herein, the
Trustee may, but without obligation to do so and without notice, itself perform,
or cause performance of, such agreement, and the expenses of the Trustee
incurred in connection therewith shall be payable by the Pledgor under Section
12 hereof.

            SECTION 11. No Assumption of Duties; Reasonable Care. The powers
conferred on the Trustee hereunder are solely to protect the security interest
of the Trustee for its benefit and the ratable benefit of the Holders of the
Notes in the Collateral and shall not impose any duty on the Trustee to exercise
any such powers. Except for the safe custody of any Collateral in its possession
and the accounting for moneys actually received by it hereunder, the Trustee
shall have no duty as to any Collateral for (i) ascertaining or taking action
with respect to calls, conversions, exchanges, maturities, tenders or other
matters relative to any Collateral, whether or not the Trustee has or is deemed
to have knowledge of such matters, (ii) taking any necessary steps to preserve
rights against any parties or any other rights pertaining to any Collateral or
(c) investing or reinvesting any of the Collateral or any loss on any
investment. The Trustee shall be deemed to have exercised reasonable care in the
custody and preservation of any Collateral in its possession if such Collateral
is accorded treatment substantially equal to that which it accords its own
property. The Trustee shall be entitled to all the rights, benefits, privileges
and immunities accorded to it under the Indenture.

            SECTION 12. Indemnity and Expenses. (a) The Pledgor agrees to
indemnify, defend and save and hold harmless the Trustee, and each Holder of
Notes and their respective officers, directors, employees, agents and advisors
(each, an "Indemnified Party") from and against, and shall pay on demand, any
and all claims, damages, losses, liabilities and expenses (including, without
limitation, reasonable fees and expenses of counsel) that may be incurred by or
asserted or awarded against any Indemnified Party, in each case arising out of
or in connection with or resulting from this Pledge Agreement (including,
without limitation, enforcement of this Pledge Agreement), except to the extent
such claim, damage, loss, liability or expense is from such Indemnified Party's
gross negligence or willful misconduct.

                                       10
<PAGE>
            (b) The Pledgor will, within five business days after written
demand, pay to the Trustee the amount of any and all reasonable fees and
expenses, including, without limitation, the reasonable fees and expenses of its
counsel and of any experts and agents, that the Trustee may incur in connection
with (i) the review and negotiation of the Indenture and this Pledge Agreement,
(ii) the custody or preservation of, or the sale of, collection from or other
realization upon, any of the Collateral, (iii) the exercise or enforcement of
any of the rights of the Trustee or the Holders of the Notes hereunder or (iv)
the failure by the Pledgor to perform or observe any of the provisions hereof.

            SECTION 13. Remedies. If any Event of Default under the Indenture
(including, without limitation, any default hereunder constituting an Event of
Default (any such Event of Default being referred to in this Pledge Agreement as
an "Event of Default")) shall have occurred and be continuing and payments on
the Notes shall have been accelerated in accordance with the provisions of the
Indenture:

            (a) The Trustee and the Holders of the Notes may exercise in respect
of the Collateral, in addition to all other rights and remedies given by law or
by this Pledge Agreement or the Indenture, all of the rights and remedies of a
secured party under the UCC (whether or not the UCC applies to the affected
Collateral) and also may without notice except as specified below, sell the
Collateral or any part thereof in one or more parcels at any broker's board or
at public or private sale, in one or more sales or lots, at any of the Trustee's
offices or elsewhere, for cash, on credit or for future delivery, and upon such
other terms as the Trustee may deem commercially reasonable. The Pledgor agrees
that, to the extent notice of sale shall be required by law, at least 10 days'
notice to the Pledgor of the time and place of any public sale or the time after
which any private sale is to be made shall constitute reasonable notification.
The Trustee shall not be obligated to make any sale of Collateral regardless of
notice of sale having been given. The Trustee may adjourn any public or private
sale from time to time by announcement at the time and place fixed therefor, and
such sale may, without further notice, be made at the time and place to which it
was so adjourned. The purchaser of any or all Collateral so sold shall
thereafter hold the same absolutely, free from any claim, encumbrance or right
of any kind whatsoever created by or through the Pledgor. Any sale of the
Collateral conducted in conformity with reasonable commercial practices of
banks, insurance companies, commercial finance companies, or other financial
institutions disposing of property similar to the Collateral shall be deemed to
be commercially reasonable. The Trustee or any Holder of Notes may, in its own
name or in the name of a designee or nominee, buy any of the Collateral at any
public sale and, if permitted by applicable law, at any private sale. All
expenses (including court costs and reasonable attorneys' fees, expenses and
disbursements) of, or incident to, the enforcement of any of the provisions
hereof shall be recoverable from the proceeds of the sale or other disposition
of the Collateral.

            (b) Any cash held by or on behalf of the Trustee and all cash
proceeds received by or on behalf of the Trustee in respect of any sale of,
collection from, or other realization upon all or any part of the Collateral
shall (after payment of any amounts payable to the Trustee pursuant to Section
12(b) of this Pledge Agreement) be promptly released by the Trustee for payment
to the Holders of the Notes and be applied first to any accrued and unpaid
interest on the Notes, second, to the repayment of the principal amount of the
Notes and Payment Upon Conversion (if any) on the Notes, and third, to the
extent available, against the remaining

                                       11
<PAGE>
Secured Obligations. Any surplus of such cash or cash proceeds held by or on
behalf of the Trustee and remaining after payment in full of all the Secured
Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully
entitled to receive such surplus.

            (c) The Trustee may, without notice to the Pledgor except as
required by law and at any time or from time to time, charge, set-off and
otherwise apply all or any part of the Collateral against the Secured
Obligations or any part thereof.

            (d) The Pledgor agrees to (i) provide the Trustee with such
information as may be necessary, or in the reasonable opinion of the Trustee,
advisable to enable the Trustee to effect the sale of the Collateral and (ii)
use its reasonable best efforts to do or cause to be done all such other acts
and things as may be necessary to make such sale or sales of all or any portion
of the Collateral pursuant to this Section 13 valid and binding and in
compliance with any and all other applicable requirements of law.

            SECTION 14. Security Interest Absolute. This Pledge Agreement shall
continue to be effective or be reinstated, as the case may be, if at any time
any payment of any of the Secured Obligations is rescinded or must otherwise be
returned by the Trustee or any Holder of the Notes or by any other Person upon
the insolvency, bankruptcy or reorganization of the Pledgor or otherwise, all as
though such payment had not been made.

            SECTION 15. Amendments, Waivers and Consents. No amendment or waiver
of any provision of this Pledge Agreement, and no consent to any departure by
the Pledgor from any provision of this Pledge Agreement, shall in any event be
effective unless the same shall be in writing and signed by the Trustee and the
Pledgor, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given. No failure on the part of
the Trustee or any Holder of the Notes to exercise, and no delay in exercising
any right hereunder, shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right.

            SECTION 16. Notices. Any notice or communication given hereunder
shall be sufficiently given if in writing and delivered in person or mailed by
first class mail, commercial courier service or telecopier communication,
addressed as follows; or, as to any party, at such other address as shall be
designated by such party in a written notice to the other parties:

      if to the Pledgor:

            Mindspeed Technologies, Inc.
            4000 MacArthur Boulevard
            East Tower
            Newport Beach, CA 92260
            Attention: Simon Biddiscombe
            Telephone: (949) 579-3000
            Fax: (949) 579-3020


                                       12
<PAGE>
            with a copy to:

            Morrison & Foerster LLP
            19900 MacArthur Blvd., 12th Floor
            Irvine, CA 92612
            Attention: Robert M. Mattson, Jr.
            Telephone: (949) 251-7500
            Fax: (949) 251-0900

            if to the Trustee:

            Wells Fargo Bank, N.A.
            Corporate Trust Services
            Sixth Street and Marquette Avenue
            Minneapolis, MN 55479
            Attention: Jeffery Rose
            Telephone: (612) 667-0337
            Fax: (612) 667-9825

All such notices and other communications shall, when mailed, delivered or
telecopied, respectively, be effective when deposited in the mails, delivered or
telecopied, respectively, addressed as aforesaid. Notwithstanding the foregoing,
notices to the Trustee shall be effective only upon receipt.

            SECTION 17. Continuing Security Interest. This Pledge Agreement
shall create a continuing security interest in the Collateral and (a) shall,
unless otherwise provided in this Pledge Agreement, remain in full force and
effect until the payment in full in cash of the Secured Obligations, (b) be
binding upon the Pledgor, its successors and assigns and (c) inure, together
with the rights and remedies of the Trustee hereunder, to the benefit of the
Trustee and the Holders of the Notes and their respective successors,
transferees and assigns.

            SECTION 18. Termination. This Pledge Agreement (other than the
Pledgor's obligations under Section 12 hereof) shall terminate upon the earlier
of (i) the redemption of the Notes in whole, (ii) the payment in full of each of
the first four scheduled interest payments on the Notes when due, or (iii) the
discharge of the Indenture. Upon any such termination, without any necessary
action on the part of the Pledgor or the Trustee or Account Holder, (i) the
Control Agreement(s) will terminate and control of the Pledged Account and the
Pledged Security Entitlements shall revert to the Pledgor, (ii) the Trustee
shall promptly notify the Account Holder and obtain from the Account Holder and
deliver to the Pledgor all certificates and instruments representing any portion
of the Pledged Financial Assets constituting certificated securities and (iii)
the Trustee shall no longer have any rights in any of the Collateral. Upon any
such termination, the Trustee will execute and deliver to Pledgor such documents
as Pledgor shall reasonably request to evidence such termination, at the
Pledgor's sole cost and expense.

            SECTION 19. Miscellaneous Provisions.

            (a) No Adverse Interpretation of Other Agreements. This Pledge
Agreement may not be used to interpret another pledge, security or debt
agreement of the Pledgor or any

                                       13
<PAGE>
subsidiary thereof. No such pledge, security or debt agreement (other than the
Indenture) may be used to interpret this Pledge Agreement.

            (b) Severability. The provisions of this Pledge Agreement are
severable, and if any clause or provision shall be held invalid, illegal or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect in that jurisdiction only such clause or
provision, or part thereof, and shall not in any manner affect such clause or
provision in any other jurisdiction or any other clause or provision of this
Pledge Agreement in any jurisdiction.

            (c) Headings. The headings in this Pledge Agreement have been
inserted for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions
hereof.

            (d) Counterpart Originals. This Pledge Agreement may be signed by
facsimile and in two or more counterparts, each of which shall be deemed an
original, but all of which shall together constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Pledge Agreement
by telecopier shall be effective as delivery of an original executed counterpart
of this Pledge Agreement.

            (e) Benefits of Pledge Agreement. Nothing in this Pledge Agreement,
express or implied, shall give to any person, other than the parties hereto and
their successors hereunder, and the Holders of the Notes and the Account Holder,
any benefit or any legal or equitable right, remedy or claim under this Pledge
Agreement.

            (f) Interpretation of Agreement. To the extent a term or provision
of this Pledge Agreement conflicts with the Indenture, the Indenture shall
control with respect to the subject matter of such term or provision. Acceptance
of or acquiescence in a course of performance rendered under this Pledge
Agreement shall not be relevant to determine the meaning of this Pledge
Agreement even though the accepting or acquiescing party had knowledge of the
nature of the performance and opportunity for objection.

            (g) Survival of Representations and Covenants. All representations,
warranties and covenants of the Pledgor contained herein shall survive the
execution and delivery of this Pledge Agreement, and shall terminate only upon
the termination of this Pledge Agreement, except as otherwise specified in such
representations, warranties and covenants.

            (h) Waivers. The Pledgor waives presentment and demand for payment
of any of the Obligations, protest and notice of dishonor or default with
respect to any of the Obligations, and all other notices to which the Pledgor
might otherwise be entitled, except as otherwise expressly provided herein or in
the Indenture.

            (i) Authority of the Trustee. (i) The Trustee shall have and be
entitled to exercise all powers hereunder that are specifically granted to the
Trustee by the terms hereof, together with such powers as are reasonably
incident thereto. The Trustee may perform any of its duties hereunder or in
connection with the Collateral by or through agents or employees and shall be
entitled to retain counsel and to act in reliance upon the advice of counsel
concerning all such matters. Except as otherwise expressly provided in this
Pledge Agreement or the Indenture,

                                       14
<PAGE>
neither the Trustee nor any director, officer, employee, attorney or agent of
the Trustee shall be liable to the Pledgor for any action taken or omitted to be
taken by the Trustee, in its capacity as Trustee, hereunder, except for its own
bad faith, gross negligence or willful misconduct, and the Trustee shall not be
responsible for the validity, effectiveness or sufficiency hereof or of any
document or security furnished pursuant hereto. The Trustee and its directors,
officers, employees, attorneys and agents shall be entitled to rely on any
communication, instrument or document believed by it or them to be genuine and
correct and to have been signed or sent by the proper person or persons.

            (j) The Pledgor acknowledges that the rights and responsibilities of
the Trustee under this Pledge Agreement with respect to any action taken by the
Trustee or the exercise or non-exercise by the Trustee of any option, right,
request, judgment or other right or remedy provided for herein or resulting or
arising out of this Pledge Agreement shall, as between the Trustee and the
Holders of the Notes, be governed by the Indenture and by such other agreements
with respect thereto as may exist from time to time among them, but, as between
the Trustee and the Pledgor, the Trustee shall be conclusively presumed to be
acting as agent for the Holders of the Notes with full and valid authority so to
act or refrain from acting, and the Pledgor shall not be obligated or entitled
to make any inquiry respecting such authority.

            (k) Final Expression. This Pledge Agreement, together with the
Indenture and any other agreement executed in connection herewith, is intended
by the parties as a final expression of this Pledge Agreement and is intended as
a complete and exclusive statement of the terms and conditions thereof.

            (l) Rights of Holders of the Notes. No Holder of Notes shall have
any independent rights hereunder other than those rights granted to individual
Holders of the Notes pursuant to Section 6.06 of the Indenture; provided that
nothing in this subsection shall limit any rights granted to the Trustee under
the Notes or the Indenture.

            (m) Governing Law; Submission to Jurisdiction; Waiver of Jury Trial;
Waiver of Damages.

                  (i) This Pledge Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York (including Section 5-1401
of the General Obligations Law of the State of New York but otherwise without
regard to conflict of laws principles).

                  (ii) The Pledgor agrees that the Trustee shall, in its
capacity as trustee or in the name and on behalf of any Holder of Notes, have
the right, to the extent permitted by applicable law, to proceed against the
Pledgor or the Collateral in a court in any location reasonably selected in good
faith (and having personal or in rem jurisdiction over the Pledgor or the
Collateral, as the case may be) to enable the Trustee to realize on the
Collateral, or to enforce a judgment or other court order entered in favor of
the Trustee. The Pledgor agrees that it will not assert any counterclaims,
setoffs or crossclaims in any proceeding brought by the Trustee to realize on
such property or to enforce a judgment or other court order in favor of the
Trustee, except for such counterclaims, setoffs or crossclaims which, if not
asserted in any such proceeding, could not otherwise be brought or asserted. The
Pledgor waives any objection that it

                                       15
<PAGE>
may have to the location of the court in The City of New York once the Trustee
has commenced a proceeding described in this paragraph including, without
limitation, any objection to the laying of venue or based on the grounds of
forum non conveniens.

                  (iii) The Pledgor agrees that neither any Holder of Notes nor
(except as otherwise provided in this Pledge Agreement or the Indenture) the
Trustee in its capacity as trustee shall have any liability to the Pledgor
(whether arising in tort, contract or otherwise) for losses suffered by the
Pledgor in connection with, arising out of, or in any way related to, the
transactions contemplated and the relationship established by this Pledge
Agreement, or any act, omission or event occurring in connection therewith,
unless such losses were the result of acts or omissions on the part of the
Trustee or such Holder of Notes, as the case may be, constituting bad faith,
gross negligence or willful misconduct.

                  (iv) To the extent permitted by applicable law, the Pledgor
waives the posting of any bond otherwise required of the Trustee or any Holder
of Notes in connection with any judicial process or proceeding to enforce any
judgment or other court order pertaining to this Pledge Agreement or any related
agreement or document entered in favor of the Trustee or any Holder of Notes, or
to enforce by specific performance, temporary restraining order or preliminary
or permanent injunction, this Pledge Agreement or any related agreement or
document between the Pledgor on the one hand and the Trustee and/or the Holders
of the Notes on the other hand.



                                       16
<PAGE>
            IN WITNESS WHEREOF, the Pledgor and the Trustee have each caused
this Pledge Agreement to be duly executed and delivered as of the date first
above written.

                                    Pledgor:

                                    MINDSPEED TECHNOLOGIES, INC.

                                    By:   /s/ Simon Biddiscombe
                                        --------------------------------------
                                    Name:  Simon Biddiscombe
                                    Title:  Chief Financial Officer




                    [Signature page to the Pledge Agreement]



                                       17
<PAGE>
            IN WITNESS WHEREOF, the Pledgor and the Trustee have each caused
this Pledge Agreement to be duly executed and delivered as of the date first
above written.

                                    Trustee:

                                    WELLS FARGO BANK, N.A.

                                    By:   /s/ Jeffery Rose
                                        --------------------------------------
                                    Name: Jeffery Rose
                                    Title: Corporate Trust Officer




                    [Signature page to the Pledge Agreement]




                                       18
<PAGE>
                                   SCHEDULE I

                            Pledged Financial Assets

<TABLE>
<CAPTION>
Par Amount                Maturity Date                     CUSIP No.
----------                -------------                     ---------
<S>                     <C>                                 <C>
767,000                 5/15/2005                           912803AD5
863,000                 11/15/2005                          912820BQ9
862,000                 5/15/2006                           912820BS5
863,000                 11/15/2006                          912833FZ8
</TABLE>




                                     Sch - 1
<PAGE>
                                                                         ANNEX A

                                CONTROL AGREEMENT

                  This CONTROL AGREEMENT (this "Agreement") dated as of December
__, 2004 by and among Mindspeed Technologies, Inc. (the "Pledgor") and Wells
Fargo Bank, N.A., in its capacity as trustee (the "Trustee"), and Wells Fargo
Bank, N.A., a national banking association, in its capacity as securities
intermediary and depository bank (the "Account Holder").

                             PRELIMINARY STATEMENTS:

                  (1) The Pledgor has granted the Trustee a security interest
(the "Security Interest") in certain security entitlements (the "Pledged
Security Entitlements") with respect to certain U.S. Treasury securities (the
"Pledged Financial Assets") identified on Schedule I attached hereto maintained
by the Trustee with the Account Holder and carried from time to time in an
account with the Account Holder, ABA No. 121000248, Account No. 16795201, and
entitled "Mindspeed Technologies, Inc. 3.75% Convertible Senior Notes due 2009,
Collateral Pledge Account" (the "Pledged Account") and all additions thereto and
substitutions and proceeds thereof (collectively, the "Collateral"), pursuant
to, and as more particularly described in, a Pledge Agreement dated as of
December 8, 2004, among the Pledgor and the Trustee (as the same may hereafter
be amended, supplemented or otherwise modified from time to time, the "Pledge
Agreement"; terms defined in the Pledge Agreement and not otherwise defined
herein are used herein as therein defined). The Pledgor acknowledges having
received value for such pledge of the Collateral.

                  (2) Terms defined in Article 8 or 9 of the Uniform Commercial
Code as in effect in the State of New York (the "UCC") are used in this
Agreement (including, without limitation, paragraph (1) above) as such terms are
defined in such Article 8 or 9.

                  (3) The Pledgor, the Trustee and the Account Holder are
delivering this Agreement pursuant to the terms of the Pledge Agreement.

                  NOW, THEREFORE, in consideration of the premises and mutual
agreements contained herein, the parties hereto hereby agree as follows:

                  SECTION 1. Notice of Exclusive Control. The Pledgor and
Trustee are entering into this Agreement to perfect, and confirm the first
priority lien of, the Trustee's Security Interest in the Collateral. The Account
Holder agrees to promptly make all necessary entries or notations in its books
and records to reflect the Trustee's Security Interest in the Collateral and to
apply any value distributed on account of any Pledged Financial Assets as
directed in writing by the Trustee without further consent from the Pledgor. The
Account Holder acknowledges that the Trustee has exclusive control over the
Pledged Account and all Pledged Security Entitlements contained therein from
time to time.

                  SECTION 2. The Account. The Account Holder represents and
warrants to, and agrees with, the Pledgor and the Trustee and the Holders of the
Notes that:


                                      A-1
<PAGE>
                  (a) The Account Holder has established the Pledged Account and
shall not change the name or account number of the Pledged Account without the
prior written consent of the Trustee.

                  (b) The Account Holder maintains the Pledged Account for the
Trustee, and all property (including, without limitation, all funds and
financial assets) held by the Account Holder for the account of the Trustee is,
and will continue to be, credited to the Pledged Account. The Account Holder is
a securities intermediary (as defined in Section 8-102(a)(xiv) of the UCC) and
is acting in such capacity in relation to the Trustee, the Pledgor and the
Pledged Account and with respect to all property credited thereto, from time to
time.

                  (c) The Pledged Account is a securities account. The Account
Holder is the securities intermediary with respect to financial assets credited
to the Pledged Account from time to time. The Trustee is the entitlement holder
with respect to financial assets credited from time to time to the Pledged
Account.

                  (d) All financial assets in registered form or payable to or
to the order of and credited to the Pledged Account shall be registered in the
name of, payable to or to the order of, or endorsed to, the Account Holder and
in no case during the term of the Pledge Agreement will any financial asset
credited to the Pledged Account be registered in the name of, payable to or to
the order of, or endorsed to, the Pledgor, except to the extent the foregoing
have been subsequently endorsed by the Pledgor to the Account Holder or in
blank.

                  (e) Notwithstanding any other agreement to the contrary, the
Account Holder's jurisdiction with respect to the Pledged Account for purposes
of the UCC is, and will continue to be for so long as the Security Interest
shall be in effect, the State of New York.

                  (f) The Account Holder does not know of any claim to or
interest in the Pledged Account or any property (including, without limitation,
all funds and financial assets) credited to the Pledged Account, except for
claims and interests of the parties referred to in this Agreement.

                  SECTION 3. Control by Trustee. (a) The Account Holder will
comply with (A) all written instructions directing disposition of the funds in
the Pledged Account (such instructions, a "Payment Order"), (B) all
notifications and entitlement orders that the Account Holder receives directing
it to transfer or redeem any financial asset in the Pledged Account and (C) all
other directions concerning the Collateral, including, without limitation,
directions to distribute to the Trustee proceeds of any such transfer or
redemption or interest on any property in the Pledged Account (any such
instruction, notification or direction referred to in clause (A), (B) or (C)
above being an "Account Direction"), in each case of clauses (A), (B) and (C)
above originated by the Trustee without further consent by the Pledgor or any
other person.

                  (b) The Trustee hereby acknowledges that it shall maintain and
exercise control of the Pledged Account on behalf of the Holders of the Notes.

                  (c) The Account Holder will not (i) comply with Account
Directions or other directions concerning the Collateral originated by the
Pledgor or (ii) distribute to the Pledgor


                                      A-2
<PAGE>
interest or other distributions on or in respect of the Collateral, unless
instructed to do so by the Trustee, in its absolute discretion.

                  SECTION 4. Priority of Trustee's Security Interest. (a) The
Account Holder (i) hereby subordinates to the Security Interest and in favor of
the Trustee any security interest, lien, or right of setoff the Account Holder
may have, now or in the future, against the Pledged Account or property in the
Pledged Account, and (ii) agrees that it will not exercise any right in respect
of any such security interest or lien or any such right of setoff until the
Security Interest is terminated, except that the Account Holder will retain its
prior lien on property in the Pledged Account to secure payment for property
purchased for the Pledged Account and normal commissions and fees for the
Pledged Account.

                  (a) The Account Holder will not enter into any other agreement
with any Person relating to Account Directions or other directions with respect
to the Pledged Account.

                  SECTION 5. Statements, Confirmations, and Notices of Adverse
Claims. (a) The Account Holder will send copies of all statements and
confirmations for the Pledged Account simultaneously to the Pledgor and the
Trustee. So long as the Trustee and the Account Holder are the same institution,
the Account Holder is not required to send copies of statements and
confirmations as provided in the preceding sentence.

                  (a) When the Account Holder knows of any claim or interest in
the Pledged Account or any property credited to the Pledged Account other than
the claims and interests of the parties referred to in this Agreement, the
Account Holder will promptly notify the Trustee and the Pledgor of such claim or
interest.

                  SECTION 6. The Account Holder's Responsibility. (a) The
Account Holder will not be liable to the Pledgor or the Trustee or the Holders
of the Notes for complying with an Account Direction or other direction
concerning the Collateral originated by the Trustee, even if the Pledgor
notifies the Account Holder that the Trustee is not legally entitled to issue
the Account Direction or such other direction unless the Account Holder takes
the action after it is served with an injunction, restraining order, or other
legal process enjoining it from doing so, issued by a court of competent
jurisdiction, and had a reasonable opportunity to act on the injunction,
restraining order or other legal process.

                  (b) This Agreement does not create any obligation of the
Account Holder except for those expressly set forth in this Agreement, in Part 5
of Article 8 of the UCC, or in Article 4 of the UCC. In particular, the Account
Holder need not investigate whether the Trustee is entitled under the Trustee's
agreements with the Pledgor to give an Account Direction or other direction
concerning the Pledged Account. The Account Holder may conclusively rely on
notices and communications it believes given by the appropriate party.

                  (c) In no event shall the Account Holder or any of its
affiliates, shareholders, directors, officers, employees or agents be liable for
indirect, special, punitive, incidental or consequential damages of any kind
whatsoever even if advised of the possibility of such damages, other than such
damages caused by its own bad faith, gross negligence or willful misconduct.


                                      A-3
<PAGE>
                  (d) Without limiting the foregoing, and notwithstanding any
provision to the contrary elsewhere, the Account Holder and its affiliates,
shareholders, directors, officers, employees or agents:

                  (i) shall have no responsibilities, obligations or duties in
respect of the subject matter hereof other than those expressly set forth in
this Agreement, and no implied duties, responsibilities, covenants or
obligations shall be read into this Agreement against the Account Holder.
Without limiting the foregoing, the Account Holder shall have no duty or
authority to determine and/or investigate whether or not an event of default
exists under any agreement between the Pledgor and the Trustee, or to determine
and/or investigate whether or not the Trustee is entitled to give any Account
Direction with respect to the Collateral;

                  (ii) may in any instance where the Account Holder determines
that it lacks or is uncertain as to its authority to take or refrain from taking
certain action hereunder, or as to any of the requirements of this Agreement
under the circumstance before it, delay or refrain from taking any action unless
and until it shall have received appropriate written instructions from the
Trustee or advice from legal counsel selected by it (or other appropriate
advisor), as the case may be, detailing the action required to be taken
hereunder and the Account Holder may rely conclusively on any such instructions
or advice;

                  (iii) so long as it and they shall have acted (or refrained
from acting) in good faith and within the reasonable belief that such action or
omission is duly authorized or within the discretion or powers granted to it
hereunder, shall not be responsible or liable for any error of judgment in any
action taken, suffered or omitted by it or them, or for any act done or step
taken or omitted, or for any mistake of fact or law, unless such action
constitutes gross negligence or willful misconduct as finally determined by a
non-appealable judgment of a court of competent jurisdiction on its (or their)
part;

                  (iv) will not be responsible or liable to the Pledgor, the
Trustee, or any other person or entity whatsoever for the due execution,
legality, validity, enforceability, genuineness, effectiveness or sufficiency of
this Agreement (provided, however, that the Account Holder warrants that the
Account Holder has legal capacity and has been duly authorized to enter into
this Agreement) or for any statement, warranty or representation made by any
other party in connection with this Agreement;

                  (v) will not incur any responsibility or liability by acting
or not acting in reliance upon advice of counsel, or upon any notice, consent,
certificate, instruction, Account Direction, statement, wire instruction,
telecopy or other writing reasonably and in good faith believed by it or them to
be genuine and in conformance with this Agreement and signed or sent by the
proper party or parties and contemplated herein; and

                  (vi) shall not be required to expend or risk its or their own
funds, or to take any action (including the institution or defense of legal
proceedings) which in its or their reasonable judgment may cause it or them to
incur or suffer any expense or liability, unless the Account Holder shall have
been provided with security or indemnity, acceptable to Account Holder in its
sole discretion, for the payment of the costs, expenses (including reasonable
attorneys' fees) and liabilities which may be incurred therein or thereby.


                                      A-4
<PAGE>
                  (e) If any Collateral subject to this Agreement is at any time
attached or levied upon, or in case the transfer or delivery of any such
Collateral shall be stayed or enjoined, or in the case of any other legal
process or judicial order affecting such Collateral, the Account Holder is
authorized to comply with any such order in any manner as the Account Holder or
its legal counsel reasonably deems appropriate. The Account Holder shall give
prompt written notice to the Pledgor and the Trustee of any such attachment,
levy, stay, injunction or legal process. If the Account Holder complies with any
process, order, writ, judgment or decree relating to the Collateral subject to
this Agreement, then the Account Holder shall not be liable or responsible to
the Pledgor, the Trustee, or any other person or entity whatsoever even if such
order, writ, judgment, decree or process is subsequently modified, vacated or
otherwise determined to have been without legal force or effect.

                  (f) The Account Holder shall not be liable or responsible for
any delays or failures in performance of any of its duties hereunder which
result from events or conditions beyond its reasonable control and so long as
the same exist or continue and cannot reasonably be remedied by the Account
Holder in accordance with its normal business practices. Such events or
conditions shall include, but shall not be limited to, acts of God, strikes,
lockouts, riots, acts of war or terrorism, epidemics, nationalization,
expropriation, currency restrictions, governmental regulations superimposed
after the fact, fire, communication line failures (including the unavailability
of the Federal Reserve Bank wire or telex or other wire or communication
facility), power failures, earthquakes or other disasters.

                  (g) Subject to the provisions hereof, so long as the Account
Holder and the Trustee are the same institution, the Account Holder may rely on
written directions given by the Pledgor to the Trustee (including but not
limited to Issuer Orders) and shall not require separate corresponding
instructions from the Trustee (including but not limited to Payment Orders).

                  SECTION 7. Indemnity. The Pledgor will indemnify the Account
Holder, its officers, directors, employees and agents against claims,
liabilities and expenses arising out of this Agreement (including, without
limitation, reasonable attorney's fees and disbursements), except to the extent
the claims, liabilities or expenses are caused by the Account Holder's or the
Trustee's gross negligence or willful misconduct.

                  SECTION 8. Termination; Survival. (a) This Agreement shall
terminate automatically upon receipt by the Account Holder of written notice
executed by an authorized officer of the Trustee that (i) all of the Secured
Obligations have been paid in full in cash or otherwise satisfied or (ii) all of
the Collateral has been released, whichever is earlier, and the Account Holder
shall thereafter be relieved of all duties and obligations hereunder. The
Account Holder may terminate this Agreement on 60 days' prior notice to the
Trustee and the Pledgor, provided that before such termination the Account
Holder and the Pledgor shall make arrangements to transfer the property in the
Pledged Account to another securities intermediary that shall have executed,
together with the Trustee and the Pledgor, a control agreement in favor of the
Trustee and the Holders of the Notes in respect of such property in
substantially the form of this Agreement or otherwise in form and substance
satisfactory to the Trustee.

                  (b) In the event that the Trustee no longer serves as Trustee
for the Collateral, the Trustee, the Account Holder and the Pledgor shall make
arrangements for another Person to


                                      A-5
<PAGE>
assume the rights and obligations of the Trustee hereunder, and such Person
shall have executed, together with the Account Holder and the Pledgor, a control
agreement in favor of such Person and the Holders of the Notes in substantially
the form of this Agreement or otherwise in form and substance satisfactory to
the Trustee.

                  (c) Sections 7 and 8 will survive termination of this
Agreement.

                  SECTION 9. Conflict with Other Agreements. (a) In the event of
any conflict between this Agreement (or any portion thereof) and any other
agreement now existing or hereafter entered into, the terms of this Agreement
shall prevail.

                  (b) The Account Holder hereby confirms and agrees that:

                        (i) There are no other agreements entered into between
the Account Holder and the Pledgor with respect to the Pledged Account;

                        (ii) It has not entered into, and until the termination
of this Agreement will not enter into, any agreement with any other person
relating to the Pledged Account and/or any financial assets credited thereto or
funds therein pursuant to which it has agreed to comply with entitlement orders
(as defined in Section 8-102(a)(8) of the UCC) of such other person; and

                        (iii) It has not entered into, and until the termination
of this Agreement will not enter into, any agreement with the Pledgor or the
Trustee purporting to limit or condition the obligation of the Account Holder to
comply with Account Directions as set forth in Section 3 hereof.

                  SECTION 10. Permitted Investments. In accordance with the
Pledge Agreement, the Trustee shall direct the Account Holder with respect to
the selection of investments to be made with the funds in the Pledged Account.

                  SECTION 11. Entire Agreement. This Agreement is the entire
agreement, and supersedes any prior agreements, and contemporaneous oral
agreements, of the parties concerning its subject matter. The Trustee and the
Account Holder shall be entitled to all the rights, benefits, privileges and
immunities accorded to the Trustee under the Indenture.

                  SECTION 12. Amendments. No modification, amendment or waiver
of, nor consent to any departure by any party from, any provision of this
Agreement will be effective unless made in writing signed by the parties hereto,
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given.

                  SECTION 13. Financial Assets. The Account Holder agrees with
Trustee and the Pledgor that all property credited from time to time to the
Pledged Account will be treated as financial assets under Article 8 of the UCC.

                  SECTION 14. Notices. All notices, demands, requests, consents,
approvals and other communications required or permitted hereunder must be in
writing and will be effective upon receipt if delivered personally, or if sent
by facsimile transmission with confirmation of delivery, or by nationally
recognized overnight courier service, to the Pledgor's and the Trustee's


                                      A-6
<PAGE>
addresses as set forth in the Pledge Agreement, and to the Account Holder's
address as set forth on the signature page below, or to such other address as
any party may give to the others in writing for such purpose.

                  SECTION 15. Binding Effect. This Agreement shall become
effective when it shall have been executed by the Pledgor, the Trustee and the
Account Holder, and thereafter shall be binding upon and inure to the benefit of
the Pledgor, the Trustee and the Account Holder and their respective successors
and assigns.

                  SECTION 16. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of an original executed
counterpart of this Agreement.

                  SECTION 17. Governing Law and Jurisdiction. THIS AGREEMENT
WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK (including Section 5-1401 of the General Obligations Law of the State
of New York but otherwise without regard to conflict of laws principles). Each
of the parties hereby irrevocably submits for itself and its property in any
legal action or proceeding relating to this Agreement, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction and venue of the courts of the State of New York, the courts of the
United States of America in New York, and appellate courts from any thereof.

                  SECTION 18. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR CLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) OF
ANY NATURE RELATING TO THIS AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH
THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. EACH
PARTY HERETO ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.

                  FOR THE PURPOSES OF THE UCC, THE STATE OF NEW YORK WILL BE
DEEMED TO BE THE ACCOUNT HOLDER'S JURISDICTION AND THE PLEDGED ACCOUNT (AS WELL
AS THE SECURITIES ENTITLEMENTS RELATED THERETO) SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.


                                      A-7
<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                                       Pledgor:

                                       MINDSPEED TECHNOLOGIES, INC.

                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:

                    [Signature page to the Control Agreement]


                                      A-8
<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                                        Trustee:

                                        WELLS FARGO BANK, N.A.

                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                    [Signature page to the Control Agreement]


                                      A-9
<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                                        Account Holder:

                                        WELLS FARGO BANK, N.A.


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        Address for Notices:

                                        Wells Fargo Bank, N.A.
                                        Corporate Trust Services
                                        Sixth Street and Marquette Avenue
                                        Minneapolis, MN 55479
                                        Attention: Jeffery Rose
                                        Telephone: (612) 667-0337
                                        Fax: (612) 667-9825


                    [Signature page to the Control Agreement]


                                      A-10
<PAGE>
                                                                    EXHIBIT 10.4

                                   SCHEDULE I

                            Pledged Financial Assets

<TABLE>
<CAPTION>
Par Amount                    Maturity Date                       CUSIP No.
----------                    -------------                       ---------
<S>                           <C>                                 <C>

</TABLE>