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                                                                   EXHIBIT 10.10

MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

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MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

                                TABLE OF CONTENTS

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Purpose........................................................................................................     1
ARTICLE 1        Definitions...................................................................................     1
ARTICLE 2        Selection, Enrollment, Eligibility............................................................     9
           2.1   Selection by Committee........................................................................     9
           2.2   Enrollment Requirements.......................................................................     9
           2.3   Eligibility/Commencement of Participation.....................................................     9
           2.4   Termination of Participation and/or Deferrals.................................................     9
ARTICLE 3        Deferral Commitments/Company Matching/Crediting/Taxes.........................................     9
           3.1   Minimum Deferrals.............................................................................     9
           3.2   Maximum Deferrals.............................................................................    10
           3.3   Election to Defer/Effect of Election Form.....................................................    11
           3.4   Withholding of Annual Deferral Amounts........................................................    12
           3.5   Annual Company Contribution Amount............................................................    12
           3.6   Annual Company Matching Amount................................................................    13
           3.7   Stock Option Amount...........................................................................    13
           3.8   Restricted Stock Amount.......................................................................    13
           3.9   Rollover Amount...............................................................................    13
           3.10  Investment of Trust Assets....................................................................    14
           3.11  Sources of Stock..............................................................................    14
           3.12  Vesting.......................................................................................    14
           3.13  Crediting/Debiting of Account Balances........................................................    15
           3.14  FICA and Other Taxes..........................................................................    18
           3.15  Distribution..................................................................................    18
ARTICLE 4        Short-Term Payout/Unforeseeable Financial Emergencies/Withdrawal Election; 401(k) Roll-Over...    18
           4.1   Short-Term Payout.............................................................................    18
           4.2   Other Benefits Take Precedence Over Short-Term................................................    19
           4.3   Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies.........................    19
           4.4   Withdrawal Election...........................................................................    19
ARTICLE 5        Retirement Benefit............................................................................    20
           5.1   Retirement Benefit............................................................................    20
           5.2   Payment of Retirement Benefit.................................................................    20
           5.3   Death Prior to Completion of Retirement Benefit...............................................    20
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MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

<TABLE>
<S>                                                                                                               <C>
ARTICLE 6        Pre-Retirement Survivor Benefit...............................................................    20
           6.1   Pre-Retirement Survivor Benefit...............................................................    20
           6.2   Payment of Pre-Retirement Survivor Benefit....................................................    20
ARTICLE 7        Termination Benefit...........................................................................    21
           7.1   Termination Benefit...........................................................................    21
           7.2   Payment of Termination Benefit................................................................    21
ARTICLE 8        Disability Waiver and Benefit.................................................................    21
           8.1   Disability Waiver.............................................................................    21
           8.2   Continued Eligibility/Disability Benefit......................................................    22
ARTICLE 9        Beneficiary Designation.......................................................................    22
           9.1   Beneficiary...................................................................................    22
           9.2   Beneficiary Designation/Change/Spousal Consent................................................    22
           9.3   Acknowledgement...............................................................................    22
           9.4   No Beneficiary Designation....................................................................    22
           9.5   Doubt as to Beneficiary.......................................................................    23
           9.6   Discharge of Obligations......................................................................    23
ARTICLE 10       Leave of Absence..............................................................................    23
           10.1  Paid Leave of Absence.........................................................................    23
           10.2  Unpaid Leave of Absence.......................................................................    23
ARTICLE 11       Termination, Amendment or Modification........................................................    23
           11.1  Termination...................................................................................    23
           11.2  Amendment.....................................................................................    24
           11.3  Plan Agreement................................................................................    24
           11.4  Effect of Payment.............................................................................    24
ARTICLE 12       Administration................................................................................    25
           12.1  Committee Duties..............................................................................    25
           12.2  Administration Upon Change In Control.........................................................    25
           12.3  Agents........................................................................................    25
           12.4  Binding Effect of Decisions...................................................................    25
           12.5  Indemnity of Committee........................................................................    26
           12.6  Employer Information..........................................................................    26
ARTICLE 13       Other Benefits and Agreements.................................................................    26
           13.1  Coordination with Other Benefits..............................................................    26
ARTICLE 14       Claims Procedures.............................................................................    26
           14.1  Presentation of Claim.........................................................................    26
           14.2  Notification of Decision......................................................................    26
           14.3  Review of a Denied Claim......................................................................    27
           14.4  Decision on Review............................................................................    27
           14.5  Legal Action..................................................................................    27
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MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

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ARTICLE 15       Trust.........................................................................................    28
           15.1  Establishment of the Trust....................................................................    28
           15.2  Interrelationship of the Plan and the Trust...................................................    28
           15.3  Distributions From the Trust..................................................................    28
           15.4  Stock Transferred to the Trust................................................................    28
ARTICLE 16       Miscellaneous.................................................................................    28
           16.1  Status of Plan................................................................................    28
           16.2  Unsecured General Creditor....................................................................    28
           16.3  Employer's Liability..........................................................................    29
           16.4  Nonassignability..............................................................................    29
           16.5  Not a Contract of Employment..................................................................    29
           16.6  Furnishing Information........................................................................    29
           16.7  Terms.........................................................................................    29
           16.8  Captions......................................................................................    29
           16.9  Governing Law.................................................................................    29
           16.10 Notice........................................................................................    29
           16.11 Successors....................................................................................    30
           16.12 Spouse's Interest.............................................................................    30
           16.13 Validity......................................................................................    30
           16.14 Incompetent...................................................................................    30
           16.15 Court Order...................................................................................    30
           16.16 Distribution in the Event of Taxation.........................................................    31
           16.17 Insurance.....................................................................................    31
           16.18 Legal Fees To Enforce Rights After Change in Control..........................................    31
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MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

                          MINDSPEED TECHNOLOGIES, INC.

                           DEFERRED COMPENSATION PLAN

                             Effective June 27, 2003

                                     PURPOSE

      The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated Employees and Directors who
contribute materially to the continued growth, development and future business
success of Mindspeed Technologies, Inc., a Delaware corporation, and its
subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for
tax purposes and for purposes of Title I of ERISA.

                                    ARTICLE 1
                                   DEFINITIONS

      For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1   "Account Balance" shall mean, with respect to a Participant, a credit on
      the records of the Employer equal to the sum of (i) the Deferral Account
      balance, (ii) the vested Company Contribution Account balance, (iii) the
      Company Matching Account balance, (iv) the Stock Option Account balance,
      (v) the Restricted Stock Account balance and (vi) the Rollover Account.
      The Account Balance, and each other specified account balance, shall be a
      bookkeeping entry only and shall be utilized solely as a device for the
      measurement and determination of the amounts to be paid to a Participant,
      or his or her designated Beneficiary, pursuant to this Plan.

1.2   "Annual Bonus" shall mean any compensation, in addition to Base Annual
      Salary relating to services performed during any calendar year, whether or
      not paid in such calendar year or included on the Federal Income Tax Form
      W-2 for such calendar year, payable to a Participant as an Employee under
      any Employer's annual bonus and cash incentive plans, excluding stock
      options and restricted stock.

1.3   "Annual Company Contribution Amount" shall mean, for any one Plan Year,
      the amount determined in accordance with Section 3.5.

1.4   "Annual Company Matching Amount" shall mean, for any one Plan Year, the
      amount determined in accordance with Section 3.6.

1.5   "Annual Deferral Amount" shall mean that portion of a Participant's Base
      Annual Salary, Annual Bonus and Directors Fees that a Participant elects
      to have, and is deferred, in accordance with Article 3, for any one Plan
      Year. In the event of a Participant's Retirement, Disability (if deferrals
      cease in accordance with Section 8.1), death or a Termination of
      Employment prior to

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MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

      the end of a Plan Year, such year's Annual Deferral Amount shall be the
      actual amount withheld prior to such event.

1.6   "Annual Installment Method" shall be an annual installment payment over
      the number of years selected by the Participant in accordance with this
      Plan, calculated as follows: The Account Balance of the Participant shall
      be calculated as of the close of business on the last business day of the
      year. The annual installment shall be calculated by multiplying this
      balance by a fraction, the numerator of which is one, and the denominator
      of which is the remaining number of annual payments due the Participant.
      By way of example, if the Participant elects a 10-year Annual Installment
      Method, the first payment shall be 1/10 of the Account Balance, calculated
      as described in this definition. The following year, the payment shall be
      1/9 of the Account Balance, calculated as described in this definition.
      Each annual installment shall be paid on or as soon as practicable after
      the last business day of the applicable year.

1.7   "Annual Restricted Stock Amount" shall mean, with respect to a Participant
      for any one Plan Year, the value of unvested restricted stock under any
      Company stock incentive plan, deferred in accordance with Section 3.8 of
      this Plan.

1.8   "Annual Stock Option Amount" shall mean, with respect to a Participant for
      any one Plan Year, the amount of Qualifying Gains deferred on Eligible
      Stock Option exercise in accordance with Section 3.7 of this Plan,
      calculated using the closing price of Stock as of the end of the business
      day closest to the date of such Eligible Stock Option exercise

1.9   "Base Annual Salary" shall mean the annual cash compensation relating to
      services performed during any calendar year, whether or not paid in such
      calendar year or included on the Federal Income Tax Form W-2 for such
      calendar year, excluding bonuses, commissions, overtime, fringe benefits,
      stock options, relocation expenses, incentive payments, non-monetary
      awards, directors fees and other fees, automobile and other allowances
      paid to a Participant for employment services rendered (whether or not
      such allowances are included in the Employee's gross income). Base Annual
      Salary shall be calculated before reduction for compensation voluntarily
      deferred or contributed by the Participant pursuant to all qualified or
      non-qualified plans of any Employer and shall be calculated to include
      amounts not otherwise included in the Participant's gross income under
      Code Sections 125, 132(f)(4), 402(e)(3), 402(h), or 403(b) pursuant to
      plans established by any Employer; provided, however, that all such
      amounts will be included in compensation only to the extent that, had
      there been no such plan, the amount would have been payable in cash to the
      Employee.

1.10  "Beneficiary" shall mean one or more persons, trusts, estates or other
      entities, designated in accordance with Article 9, that are entitled to
      receive benefits under this Plan upon the death of a Participant.

1.11  "Beneficiary Designation Form" shall mean the form established from time
      to time by the Committee that a Participant completes, signs and returns
      to the Committee to designate one or more Beneficiaries.

1.12  "Board" shall mean the board of directors of the Company.

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MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

1.13  "Change in Control" shall mean the first to occur of any of the following
      events:

            (a)   The acquisition by any individual, entity or group (within the
                  meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
                  (a "Person") of beneficial ownership (within the meaning of
                  Rule 13d-3 promulgated under the Exchange Act) of 20% or more
                  of either (A) the then outstanding shares of Common Stock of
                  the Employer (the "Outstanding Employer Common Stock") or (B)
                  the combined voting power of the then outstanding voting
                  securities of the Employer entitled to vote generally in the
                  election of directors (the "Outstanding Employer Voting
                  Securities"); provided, however, that for purposes of this
                  subparagraph (a), the following acquisitions shall not
                  constitute a Change in Control: (v) any acquisition directly
                  from the Employer, (w) any acquisition by the Employer, (x)
                  any acquisition by Conexant Systems, Inc. ("Conexant"); (y)
                  any acquisition by any employee benefit plan (or related
                  trust) sponsored or maintained by the Employer, Conexant, or
                  any corporation controlled by the Employer or Conexant or (z)
                  any acquisition pursuant to a transaction which complies with
                  clauses (A), (B) and (C) of subsection (c) of this Section
                  1.13; or

            (b)   Individuals who, as of the date this Trust is established
                  constitute the Board of Directors (the "Incumbent Board")
                  cease for any reason to constitute at least a majority of the
                  Board of Directors; provided, however, that any individual
                  becoming a director subsequent to that date whose election, or
                  nomination for election by the Employer's shareowners, was
                  approved by a vote of at least a majority of the directors
                  then comprising the Incumbent Board shall be considered as
                  though such individual were a member of the Incumbent Board,
                  but excluding, for this purpose, any such individual whose
                  initial assumption of office occurs as a result of an actual
                  or threatened election contest with respect to the election or
                  removal of directors or other actual or threatened
                  solicitation of proxies or consents by or on behalf of a
                  Person other than the Board of Directors; or

            (c)   Consummation of a reorganization, merger or consolidation or
                  sale or other disposition of all or substantially all of the
                  assets of the Employer or the acquisition of assets of another
                  entity (a "Corporate Transaction"), in each case, unless,
                  following such Corporate Transaction, (A) all or substantially
                  all of the individuals and entities who were the beneficial
                  owners, respectively, of the Outstanding Employer Common Stock
                  and Outstanding Employer Voting Securities immediately prior
                  to such Corporate Transaction beneficially own, directly or
                  indirectly, more than 60% of, respectively, the then
                  outstanding shares of common stock and the combined voting
                  power of the then outstanding voting securities entitled to
                  vote generally in the election of directors, as the case may
                  be, of the corporation resulting from such Corporate
                  Transaction (including, without limitation, a corporation
                  which as a result of such transaction owns the Employer or all
                  or substantially all of the Employer's assets either directly
                  or through one or more subsidiaries) in substantially the same
                  proportions as their ownership, immediately prior to such
                  Corporate Transaction of the Outstanding Employer Common Stock
                  and Outstanding Employer Voting Securities, as the case may
                  be, (B) no Person (excluding Conexant or any employee benefit
                  plan (or related trust) of the Employer, of Conexant or of
                  such corporation resulting from such Corporate Transaction)
                  beneficially owns, directly or indirectly, 20% or more

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MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

                  of, respectively, the then outstanding shares of common stock
                  of the corporation resulting from such Corporate Transaction
                  or the combined voting power of the then outstanding voting
                  securities of such corporation except to the extent that such
                  ownership existed prior to the Corporate Transaction and (C)
                  at least a majority of the members of the board of directors
                  of the corporation resulting from such Corporate Transaction
                  were members of the Incumbent Board at the time of the
                  execution of the initial agreement, or of the action of the
                  Incumbent Board of Directors providing for such Corporate
                  Transaction; or

            (d)   Approval by the Employer's shareowners of a complete
                  liquidation or dissolution of the Employer.

1.14  "Claimant" shall have the meaning set forth in Section 14.1.

1.15  "Code" shall mean the Internal Revenue Code of 1986, as it may be amended
      from time to time.

1.16  "Committee" shall mean the committee described in Article 12.

1.17  "Company" shall mean Mindspeed Technologies, Inc., a Delaware corporation,
      and any successor to all or substantially all of the Company's assets or
      business.

1.18  "Company Contribution Account" shall mean (i) the sum of the Participant's
      Annual Company Contribution Amounts, plus (ii) amounts credited (net of
      amounts debited) in accordance with all of the applicable crediting
      provisions of this Plan that relate to the Participant's Company
      Contribution Account, less (iii) all distributions made to the Participant
      or his or her Beneficiary pursuant to this Plan that relate to the
      Participant's Company Contribution Account.

1.19  "Company Matching Account" shall mean (i) the sum of all of a
      Participant's Annual Company Matching Amounts, plus (ii) amounts credited
      (net of amounts debited) in accordance with all of the applicable
      crediting provisions of this Plan that relate to the Participant's Company
      Matching Account, less (iii) all distributions made to the Participant or
      his or her Beneficiary pursuant to this Plan that relate to the
      Participant's Company Matching Account.

1.20  "Deduction Limitation" shall mean the following described limitation on a
      benefit that may otherwise be distributable pursuant to the provisions of
      this Plan. Except as otherwise provided, this limitation shall be applied
      to all distributions that are "subject to the Deduction Limitation" under
      this Plan. If an Employer determines in good faith prior to a Change in
      Control that there is a reasonable likelihood that any compensation paid
      to a Participant for a taxable year of the Employer would not be
      deductible by the Employer solely by reason of the limitation under Code
      Section 162(m), then to the extent deemed necessary by the Employer to
      ensure that the entire amount of any distribution to the Participant
      pursuant to this Plan prior to the Change in Control is deductible, the
      Employer may defer all or any portion of a distribution under this Plan.
      Any amounts deferred pursuant to this limitation shall continue to be
      credited/debited with additional amounts in accordance with Section 3.13
      below, even if such amount is being paid out in installments. The amounts
      so deferred and amounts credited thereon shall be distributed to the
      Participant or his or her Beneficiary (in the event of the Participant's
      death) at the earliest possible date, as determined by the Employer in
      good faith, on which the deductibility of

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MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

      compensation paid or payable to the Participant for the taxable year of
      the Employer during which the distribution is made will not be limited by
      Section 162(m), or if earlier, the effective date of a Change in Control.
      Notwithstanding anything to the contrary in this Plan, the Deduction
      Limitation shall not apply to any distributions made after a Change in
      Control.

1.21  "Deferral Account" shall mean (i) the sum of all of a Participant's Annual
      Deferral Amounts, plus (ii) amounts credited (net of amounts debited) in
      accordance with all of the applicable crediting provisions of this Plan
      that relate to the Participant's Deferral Account, less (iii) all
      distributions made to the Participant or his or her Beneficiary pursuant
      to this Plan that relate to his or her Deferral Account.

1.22  "Director" shall mean any member of the board of directors of any
      Employer.

1.23  "Directors Fees" shall mean the annual fees paid by any Employer,
      including retainer fees and meetings fees, as compensation for serving on
      the board of directors.

1.24  "Disability" shall mean a period of disability during which a Participant
      qualifies for permanent disability benefits under the Mindspeed
      Technologies, Inc. Long-term Disability Plan, or, if a Participant does
      not participate in such plan, a period of disability during which the
      Participant would have qualified for permanent disability benefits under
      such plan had the Participant been a participant in such plan, as
      determined in the sole and absolute discretion of the Committee. If the
      Participant's Employer does not sponsor such plan, or discontinues to
      sponsor such plan, Disability shall be determined by the Committee in its
      sole and absolute discretion.

1.25  "Disability Benefit" shall mean the benefit set forth in Article 8.

1.26  "Election Form" shall mean the form established from time to time by the
      Committee that a Participant completes, signs and returns to the Committee
      to make an election under the Plan.

1.27  "Eligible Stock Option" shall mean one or more non-qualified stock
      option(s) selected by the Committee in its sole and absolute discretion
      and exercisable under a plan or arrangement of any Employer permitting a
      Participant under this Plan to defer gain with respect to such option.

1.28  "Employee" shall mean a person who is an employee of any Employer.

1.29  "Employer(s)" shall mean the Company and/or any of its subsidiaries (now
      in existence or hereafter formed or acquired) that have been selected by
      the Board to participate in the Plan and have adopted the Plan as a
      sponsor.

1.30  "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
      it may be amended from time to time.

1.31  "Executive Committee" shall mean the Company's executive committee.

1.32  "First Plan Year" shall mean the period beginning June 27, 2003 and ending
      December 31, 2003.

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MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

1.33  "401(k) Plan" shall be that certain Mindspeed Technologies, Inc.
      Retirement Savings Plan adopted by the Company.

1.34  "Participant" shall mean any Employee or Director (i) who is selected to
      participate in the Plan, (ii) who elects to participate in the Plan, (iii)
      who signs a Plan Agreement, an Election Form and a Beneficiary Designation
      Form, (iv) whose signed Plan Agreement, Election Form and Beneficiary
      Designation Form are accepted by the Committee, (v) who commences
      participation in the Plan, and (vi) whose Plan Agreement has not
      terminated. A spouse or former spouse of a Participant shall not be
      treated as a Participant in the Plan or have an account balance under the
      Plan, even if he or she has an interest in the Participant's benefits
      under the Plan as a result of applicable law or property settlements
      resulting from legal separation or divorce.

1.35  "Plan" shall mean the Mindspeed Technologies, Inc. Deferred Compensation
      Plan, effective June 27, 2003, which shall be evidenced by this instrument
      and by each Plan Agreement, as they may be amended from time to time.

1.36  "Plan Agreement" shall mean a written agreement, as may be amended from
      time to time, which is entered into by and between an Employer and a
      Participant. Each Plan Agreement executed by a Participant and the
      Participant's Employer shall provide for the entire benefit to which such
      Participant is entitled under the Plan; should there be more than one Plan
      Agreement, the Plan Agreement bearing the latest date of acceptance by the
      Employer shall supersede all previous Plan Agreements in their entirety
      and shall govern such entitlement. The terms of any Plan Agreement may be
      different for any Participant, and any Plan Agreement may provide
      additional benefits not set forth in the Plan or limit the benefits
      otherwise provided under the Plan; provided, however, that any such
      additional benefits or benefit limitations must be agreed to by both the
      Employer and the Participant.

1.37  "Plan Year" shall, except for the First Plan Year, mean a period beginning
      on January 1 of each calendar year and continuing through December 31 of
      such calendar year.

1.38  "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
      Article 6.

1.39  "Qualifying Gain" shall mean the value accrued upon exercise of an
      Eligible Stock Option (i) using a Stock-for-Stock payment method and (ii)
      having an aggregate fair market value in excess of the total Stock
      purchase price necessary to exercise the option. In other words, the
      Qualifying Gain upon exercise of an Eligible Stock Option equals the total
      market value of the shares (or share equivalent units) acquired minus the
      total stock purchase price. For example, assume a Participant elects to
      defer the Qualifying Gain accrued upon exercise of an Eligible Stock
      Option to purchase 1000 shares of Stock at an exercise price of $20 per
      share, when Stock has a current fair market value of $25 per share. Using
      the Stock-for-Stock payment method, the Participant would deliver 800
      shares of Stock (worth $20,000) to exercise the Eligible Stock Option and
      receive, in return, 800 shares of Stock plus a Qualifying Gain (in this
      case, in the form of an unfunded and unsecured promise to pay money or
      property in the future) equal to $5,000 (i.e., the current value of the
      remaining 200 shares of Stock).

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MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

1.40  "Restricted Stock" shall mean unvested shares of restricted stock selected
      by the Committee in its sole and absolute discretion and awarded to the
      Participant under any Company stock incentive plan.

1.41  "Restricted Stock Account" shall mean (i) the sum of the Participant's
      Annual Restricted Stock Amounts, plus (ii) amounts credited/debited in
      accordance with all the applicable crediting/debiting provisions of this
      Plan that relate to the Participant's Restricted Stock Account, less (iii)
      all distributions made to the Participant or his or her Beneficiary
      pursuant to this Plan that relate to the Participant's Restricted Stock
      Account.

1.42  "Restricted Stock Amount" shall mean, for any grant of Restricted Stock,
      the amount of such Restricted Stock deferred in accordance with Section
      3.8 of this Plan, calculated using the closing price of Stock as of the
      end of the business day closest to the date such Restricted Stock would
      otherwise vest, but for the election to defer.

1.43  "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
      Employee, severance from employment from all Employers for any reason
      other than a leave of absence, death or Disability at such time as the sum
      of the Employee's age and Years of Service equals at least fifty-five
      (55); and shall mean with respect to a Director who is not an Employee,
      severance of his or her directorships with all Employers on or after the
      later of (y) the attainment of age seventy (70), or (z) in the sole and
      absolute discretion of the Committee, an age later than age seventy (70).
      If a Participant is both an Employee and a Director, Retirement shall not
      occur until he or she Retires as both an Employee and a Director, which
      Retirement shall be deemed to be a Retirement as a Director; provided,
      however, that such a Participant may elect, at least one year prior to
      Retirement and in accordance with the policies and procedures established
      by the Committee, to Retire for purposes of this Plan at the time he or
      she Retires as an Employee, which Retirement shall be deemed to be a
      Retirement as an Employee.

1.44  "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.45  "Rollover Account" shall mean (i) the sum of the Participant's Rollover
      Amount, plus (ii) amounts credited/debited in accordance with all the
      applicable crediting/debiting provisions of this Plan that relate to the
      Participant's Rollover Account, less (iii) all distributions made to the
      Participant or his or her Beneficiary pursuant to this Plan that relate to
      the Participant's Rollover Account.

1.46  "Rollover Amount" shall mean the amount determined in accordance with
      Section 3.9.

1.47  "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.48  "Stock" shall mean Mindspeed Technologies, Inc. common stock, $1.00 par
      value, or any other equity securities of the Company designated by the
      Committee.

1.49  "Stock Option Account" shall mean the sum of (i) the Participant's Annual
      Stock Option Amounts, plus (ii) amounts credited/debited in accordance
      with all the applicable crediting/debiting provisions of this Plan that
      relate to the Participant's Stock Option Account,

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MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

      less (iii) all distributions made to the Participant or his or her
      Beneficiary pursuant to this Plan that relate to the Participant's Stock
      Option Account.

1.50  "Stock Option Amount" shall mean, for any Eligible Stock Option, the
      amount of Qualifying Gains deferred in accordance with Section 3.7 of this
      Plan, calculated using the closing price of Stock as of the end of the
      business day closest to the date of exercise of such Eligible Stock
      Option.

1.51  "Termination Benefit" shall mean the benefit set forth in Article 7.

1.52  "Termination of Employment" shall mean the severing of employment with all
      Employers, or service as a Director of all Employers, voluntarily or
      involuntarily, for any reason other than Retirement, Disability, death or
      an authorized leave of absence. If a Participant is both an Employee and a
      Director, a Termination of Employment shall occur only upon the
      termination of the last position held; provided, however, that such a
      Participant may elect, at least three years before Termination of
      Employment and in accordance with the policies and procedures established
      by the Committee, to be treated for purposes of this Plan as having
      experienced a Termination of Employment at the time he or she ceases
      employment with an Employer as an Employee.

1.53  `Trust' shall mean the trust established pursuant to that certain Trust
      Agreement, dated as of June 27, 2003, between the Company and the Trustee
      named therein, as amended from time to time.

1.54  "Unforeseeable Financial Emergency" shall mean an unanticipated emergency
      that is caused by an event beyond the control of the Participant that
      would result in severe financial hardship to the Participant resulting
      from (i) a sudden and unexpected illness or accident of the Participant or
      a dependent of the Participant, (ii) a loss of the Participant's property
      due to casualty, or (iii) such other extraordinary and unforeseeable
      circumstances arising as a result of events beyond the control of the
      Participant, all as determined in the sole and absolute discretion of the
      Committee.

1.55  "Years of Service" shall mean the total number of full years in which a
      Participant has been employed by one or more Employers. For purposes of
      this definition, any time in which a Participant was employed by Rockwell
      International Corporation, a Delaware corporation, and/or Conexant
      Systems, Inc., a Delaware corporation, shall be counted. A year of
      employment shall be a 365-day period (or 366-day period in the case of a
      leap year) that, for the first year of employment, commences on the
      Employee's date of hiring and that, for any subsequent year, commences on
      an anniversary of that hiring date. Any partial year of employment shall
      not be counted. Notwithstanding any provision of this Plan that may be
      construed to the contrary, for purposes of this definition, the Committee
      may, in its sole and absolute discretion, deem a Participant to be
      credited with additional years of employment for purpose of calculating
      his or her Years of Service.

                                      -8-
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MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY

2.1   SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a
      select group of management and highly compensated Employees and Directors
      of the Employers, as determined by the Committee in its sole and absolute
      discretion. From that group, the Committee shall select, in its sole and
      absolute discretion, Employees and Directors to participate in the Plan.

2.2   ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
      Employee or Director shall complete, execute and return to the Committee a
      Plan Agreement, an Election Form and a Beneficiary Designation Form, all
      within 30 days after he or she is selected to participate in the Plan. In
      addition, the Committee shall establish from time to time such other
      enrollment requirements as it determines in its sole and absolute
      discretion are necessary.

2.3   ELIGIBILITY/COMMENCEMENT OF PARTICIPATION. Provided an Employee or
      Director selected to participate in the Plan has met all enrollment
      requirements set forth in this Plan and required by the Committee,
      including returning all required documents to the Committee within the
      specified time period, that Employee or Director shall commence
      participation in the Plan on the first day of the month following the
      month in which the Employee or Director completes all enrollment
      requirements. If an Employee or a Director fails to meet all such
      requirements within the period required, in accordance with Section 2.2,
      that Employee or Director shall not be eligible to participate in the Plan
      until the first day of the Plan Year following the delivery to and
      acceptance by the Committee of the required documents.

2.4   TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Committee determines
      in good faith that a Participant no longer qualifies as a member of a
      select group of management or highly compensated employees, as membership
      in such group is determined in accordance with Sections 201(2), 301(a)(3)
      and 401(a)(1) of ERISA, the Committee shall have the right, in its sole
      and absolute discretion, to (i) terminate any deferral election the
      Participant has made for the remainder of the Plan Year in which the
      Participant's membership status changes, (ii) prevent the Participant from
      making future deferral elections and/or (iii) immediately distribute the
      Participant's then Account Balance as a Termination Benefit and terminate
      the Participant's participation in the Plan.

                                    ARTICLE 3
              DEFERRAL COMMITMENTS/COMPANY MATCHING/CREDITING/TAXES

3.1   MINIMUM DEFERRALS.

      (a)   BASE ANNUAL SALARY, ANNUAL BONUS AND DIRECTOR'S FEES. For each Plan
            Year, a Participant may elect to defer, as his or her Annual
            Deferral Amount, Base Annual Salary, Annual Bonus and/or Director's
            Fees in the following minimum amounts for each deferral elected:

<TABLE>
<CAPTION>
     DEFERRAL                       MINIMUM AMOUNT
------------------                  --------------
<S>                                 <C>
Base Annual Salary                      $2,000

Annual Bonus                            $2,000

Directors Fees                          $2,000
</TABLE>

            If an election is made for less than stated minimum amounts, or if
            no election is made, the amount deferred shall be zero.

                                      -9-
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MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

      (b)   SHORT PLAN YEAR. Notwithstanding the foregoing, if a Participant
            first becomes a Participant after the first day of a Plan Year, or
            in the case of the first Plan Year of the Plan itself, the minimum
            Base Annual Salary deferral shall be an amount equal to the minimum
            set forth above, multiplied by a fraction, the numerator of which is
            the number of complete months remaining in the Plan Year and the
            denominator of which is 12.

      (c)   STOCK OPTION AMOUNT. For each Eligible Stock Option, a Participant
            may elect to defer, as his or her Stock Option Amount, the following
            minimum percentage of Qualifying Gain with respect to exercise of
            the Eligible Stock Option:

<TABLE>
<CAPTION>
   DEFERRAL                       MINIMUM PERCENTAGE
---------------                   ------------------
<S>                               <C>
Qualifying Gain                          25%
</TABLE>

            provided, however, that such Stock Option Amount shall be no less
            than the lesser of $50,000 or 100% of such Qualifying Gain.

      (d)   RESTRICTED STOCK AMOUNT. For Restricted Stock, a Participant may
            elect to defer, as his or her Restricted Stock Amount, the following
            minimum percentage of the Participant's Restricted Stock:

<TABLE>
<CAPTION>
     DEFERRAL                     MINIMUM PERCENTAGE
----------------                  ------------------
<S>                               <C>
Restricted Stock                         25%
</TABLE>

            provided, however, that the Annual Restricted Stock Amount shall be
            no less than the lesser of $50,000 or 100% of the Participant's
            Restricted Stock.

3.2   MAXIMUM DEFERRAL.

      (a)   BASE ANNUAL SALARY, ANNUAL BONUS AND DIRECTORS FEES. For each Plan
            Year, a Participant may elect to defer, as his or her Annual
            Deferral Amount, Base Annual Salary, Annual Bonus and/or Directors
            Fees up to the following maximum percentages for each deferral
            elected:

<TABLE>
<CAPTION>
     DEFERRAL                     MAXIMUM PERCENTAGE
-------------------               ------------------
<S>                               <C>
Base Annual Salary                       100%

Annual Bonus                             100%

Directors Fees                           100%
</TABLE>

                                      -10-
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MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

      (b)   Notwithstanding the foregoing, if a Participant first becomes a
            Participant after the first day of a Plan Year, or in the case of
            the first Plan Year of the Plan itself, the maximum Annual Deferral
            Amount, with respect to Base Annual Salary, Annual Bonus and
            Directors Fees shall be limited to the amount of compensation not
            yet earned by the Participant as of the date the Participant submits
            a Plan Agreement and Election Form to the Committee for acceptance.

      (c)   For each Eligible Stock Option, a Participant may elect to defer, as
            his or her Stock Option Amount, Qualifying Gain up to the following
            maximum percentage with respect to exercise of the Eligible Stock
            Option:

<TABLE>
<CAPTION>
     DEFERRAL                     MAXIMUM PERCENTAGE
-----------------                 ------------------
<S>                               <C>
Qualifying Gain                          100%
</TABLE>

      (d)   Stock Option Amounts may also be limited by other terms or
            conditions set forth in the stock option plan or agreement under
            which such options are granted.

      (e)   A Participant may elect to defer up to 100% of his or her Restricted
            Stock

3.3   ELECTION TO DEFER/EFFECT OF ELECTION FORM.

      (a)   FIRST PLAN YEAR. In connection with a Participant's commencement of
            participation in the Plan, the Participant shall make an irrevocable
            deferral election for the Plan Year in which the Participant
            commences participation in the Plan, along with such other elections
            as the Committee deems necessary or desirable under the Plan. For
            these elections to be valid, the Election Form must be completed and
            signed by the Participant, timely delivered to the Committee (in
            accordance with Section 2.2 above) and accepted by the Committee. As
            a condition to making such irrevocable deferral election for the
            Plan Year, such Participant shall make an irrevocable election under
            such Election Form to make the maximum "Basic Pre-Tax Contributions"
            and "Supplemental Pre-Tax Contributions" (as such terms are defined
            in the 401(k) Plan) permitted under the terms of the 401(k) Plan for
            such Plan Year.

      (b)   SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, an irrevocable
            deferral election for that Plan Year, and such other elections as
            the Committee deems necessary or

                                      -11-
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MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

            desirable under the Plan, shall be made by timely delivering to the
            Committee, in accordance with its rules and procedures, before the
            end of the Plan Year preceding the Plan Year for which the election
            is made, a new Election Form. If no such Election Form is timely
            delivered for a Plan Year, the Annual Deferral Amount shall be zero
            for that Plan Year. As a condition to making such irrevocable
            deferral election for the Plan Year, such Participant shall make an
            irrevocable election under such Election Form to make the maximum
            "Basic Pre-Tax Contributions" and "Supplemental Pre-Tax
            Contributions" (as such terms are defined in the 401(k) Plan)
            permitted under the terms of the 401(k) Plan for such Plan Year.

      (c)   STOCK OPTION DEFERRAL. For an election to defer gain upon an
            Eligible Stock Option exercise to be valid: (i) a separate
            irrevocable Election Form must be completed and signed by the
            Participant with respect to the Eligible Stock Option; (ii) the
            Election Form must be timely delivered to the Committee and accepted
            by the Committee at least six (6) months prior to the date the
            Participant elects to exercise the Eligible Stock Option; (iii) the
            Eligible Stock Option must be exercised using an actual or phantom
            Stock-for-Stock payment method; and (iv) the Stock actually or
            constructively delivered by the Participant to exercise the Eligible
            Stock Option must have been owned by the Participant during the
            entire six (6) month period prior to its delivery.

      (d)   RESTRICTED STOCK. For an election to defer Restricted Stock Amounts
            to be valid: (i) a separate irrevocable Election Form must be
            completed and signed by the Participant, with respect to such
            Restricted Stock; and (ii) such Election Form must be timely
            delivered to the Committee and accepted by the Committee at least
            six (6) months prior to the date such Restricted Stock vests under
            the terms of the Company's stock incentive plan.

3.4   WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year, the Base
      Annual Salary portion of the Annual Deferral Amount shall be withheld from
      each regularly scheduled Base Annual Salary payroll in equal amounts, as
      adjusted from time to time for increases and decreases in Base Annual
      Salary. The Annual Bonus and/or Directors Fees portion of the Annual
      Deferral Amount shall be withheld at the time the Annual Bonus or
      Directors Fees are or otherwise would be paid to the Participant, whether
      or not this occurs during the Plan Year itself.

3.5   ANNUAL COMPANY CONTRIBUTION AMOUNT. For each Plan Year, an Employer, in
      its sole and absolute discretion, may, but is not required to, credit any
      amount it desires to any Participant's Company Contribution Account under
      this Plan, which amount shall be for that Participant the Annual Company
      Contribution Amount for that Plan Year. The amount so credited to a
      Participant may be smaller or larger than the amount credited to any other
      Participant, and the amount credited to any Participant for a Plan Year
      may be zero, even though one or more other Participants receive an Annual
      Company Contribution Amount for that Plan Year. The Annual Company
      Contribution Amount, if any, shall be credited as of the date determined
      by the Committee in its sole and absolute discretion. If a Participant is
      not employed by an Employer as of the last day of a Plan Year for a reason
      other than his or her Retirement or death while employed, the Annual
      Company Contribution Amount for that Plan Year shall be zero.

                                      -12-
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MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

3.6   ANNUAL COMPANY MATCHING AMOUNT. A Participant's Annual Company Matching
      Amount for any Plan Year shall be equal to the match the Participant would
      have received under the 401(k) Plan during the corresponding plan year of
      the 401(k) Plan, but for (i) his or her Participation in this Plan and
      (ii) the limitations imposed under Code Sections 401(a)(17), 401(k)(3),
      402(g) and 415, less the match actually credited to the Participant's
      401(k) Plan account. If a Participant is not employed by an Employer, or
      is no longer providing services as a Director, as of the last business day
      of a Plan Year other than by reason of his or her Retirement or death, the
      Annual Company Matching Amount for such Plan Year shall be zero. In the
      event of Retirement or death, a Participant shall be credited with the
      Annual Company Matching Amount for the Plan Year in which he or she
      Retires or dies. A Participant's Annual Company Matching Amount for any
      Plan Year shall be equal to: (a) the "Company Matching Contribution" (as
      such term is defined in the 401(k) Plan) that would have been made on
      behalf of such Participant under the 401(k) Plan during the corresponding
      plan year of the 401(k) Plan assuming: (i) his or her "Basic Pre-Tax
      Contributions" and "Supplemental Pre-Tax Contributions" (as such terms are
      defined in the 401(k) Plan) included the Base Annual Salary portion of his
      or her Annual Deferral Amount for the Plan Year, (ii) his or her "Base
      Compensation" (as such term is defined in the 401(k) Plan) equaled his or
      her Base Annual Salary for the Plan Year, and (iii) the limitations
      imposed under Code Sections 401(a)(17), 401(k), 401(m), 402(g) and 415 did
      not apply for purposes of determining his or her "Company Matching
      Contributions" under the 401(k) Plan, less (b) the "Company Matching
      Contributions" actually credited to such Participant's 401(k) Plan account
      for such Plan Year. Such Participant's Annual Company Matching Amount for
      any Plan Year shall be credited during such Plan Year as the Base Annual
      Salary portion of the Annual Deferral Amount for such Participant is
      withheld from each regularly scheduled Base Annual Salary payroll in
      accordance with Section 3.4. As a condition to the crediting of the Annual
      Company Matching Amount for such Participant for the Plan Year, such
      Participant shall make an irrevocable election under such Participant's
      Election Form for such Plan Year to make the maximum "Basic Pre-Tax
      Contributions" and "Supplemental Pre-Tax Contributions" (as such terms are
      defined in the 401(k) Plan) permitted under the terms of the 401(k) Plan
      for such Plan Year.

3.7   STOCK OPTION AMOUNT. Subject to any terms and conditions imposed by the
      Committee, Participants may elect to defer, under the Plan, Qualifying
      Gains attributable to an Eligible Stock Option exercise. Stock Option
      Amounts shall be credited/debited to the Participant on the books of the
      Employer at the time Stock would otherwise have been delivered to the
      Participant pursuant to the Eligible Stock Option exercise, but for the
      election to defer.

3.8   RESTRICTED STOCK AMOUNT. Subject to any terms and conditions imposed by
      the Committee, Participants may elect to defer, under the Plan, Restricted
      Stock Amounts. Restricted Stock Amounts shall be credited/debited to the
      Participant on the books of the Employer in connection with such an
      election at the time the Restricted Stock would otherwise vest under the
      terms of the Company's stock incentive plan, but for the election to
      defer.

3.9   ROLLOVER AMOUNT. If an Employee has an account balance in the Conexant
      Systems, Inc. Deferred Compensation Plan (the "Conexant DCP"), the Company
      will specify a Transfer Date on which the Employee's Conexant DCP account
      balance, as determined as of the Transfer Date,

                                      -13-
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MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

      shall be transferred and added to the Participant's Account Balance under
      this Plan, and shall thereafter be governed by the terms and conditions of
      this Plan and shall be referred to as the "Rollover Amount." The Transfer
      Date shall be the date specified by the Company for each affected
      Employee. All elections made by a Participant with respect to his or her
      account balance under the Conexant DCP shall apply to his or her Rollover
      Amount under this Plan. The Rollover Amount shall be subject to the terms
      and conditions of this Plan and any Participant with a Rollover Amount
      shall have no right to demand distribution of such amounts other than as
      provided for herein.

3.10  INVESTMENT OF TRUST ASSETS. The Trustee of the Trust shall be authorized,
      upon written instructions received from the Committee or investment
      manager appointed by the Committee, to invest and reinvest the assets of
      the Trust in accordance with the applicable Trust Agreement, including the
      disposition of Stock and reinvestment of the proceeds in one or more
      investment vehicles designated by the Committee.

3.11  SOURCES OF STOCK. If Stock is credited under the Plan in the Trust in
      connection with an Eligible Stock Option exercise or in connection with a
      deferral of Restricted Stock, the shares so credited shall be deemed to
      have originated, and shall be counted against the number of shares
      reserved, under such other plan, program or arrangement.

3.12  VESTING.

      (a)   A Participant shall at all times be 100% vested in his or her
            Deferral Account, Matching Account, Stock Option Account, Restricted
            Stock Account and Rollover Account.

      (b)   A Participant shall be vested in his or her Company Contribution
            Account in accordance with the vesting schedules established by the
            Committee, in its sole and absolute discretion, for each Annual
            Company Contribution Amount (and amounts credited or debited
            thereon) at the time each such Annual Company Contribution Amount is
            first credited to the Participant's Account Balance under the Plan.

      (c)   Notwithstanding anything to the contrary contained in this Section
            3.12, in the event of a Change in Control, a Participant's Company
            Contribution Account shall immediately become 100% vested (if it is
            not already vested in accordance with the above vesting schedules).

      (d)   Notwithstanding subsection (c), the vesting schedule for a
            Participant's Company Contribution Account shall not be accelerated
            to the extent that the Committee determines that such acceleration
            would cause the deduction limitations of Section 280G of the Code to
            become effective. In the event that all of a Participant's Company
            Contribution Account is not vested pursuant to such a determination,
            the Participant may request independent verification of the
            Committee's calculations with respect to the application of Section
            280G. In such case, the Committee must provide to the Participant
            within 15 business days of such a request an opinion from a
            nationally recognized accounting firm selected by the Participant
            (the "Accounting Firm"). The opinion shall state the Accounting
            Firm's opinion that any limitation in the vested percentage

                                      -14-
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MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

            hereunder is necessary to avoid the limits of Section 280G and
            contain supporting calculations. The cost of such opinion shall be
            paid for by the Company.

3.13  CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject
      to, the rules and procedures that are established from time to time by the
      Committee, in its sole and absolute discretion, amounts shall be credited
      or debited to a Participant's Account Balance in accordance with the
      following rules:

      (a)   ELECTION OF MEASUREMENT FUNDS. Subject to Section 3.13(f) below, a
            Participant, in connection with his or her initial deferral election
            in accordance with Section 3.3(a) above, shall elect, on the
            Election Form, one or more Measurement Fund(s) (as described in
            Section 3.13(c) below) to be used to determine the additional
            amounts to be credited to his or her Account Balance for the first
            business day in which the Participant commences participation in the
            Plan and continuing thereafter for each subsequent day in which the
            Participant participates in the Plan, unless changed in accordance
            with the next sentence. Subject to Section 3.13(f) below, commencing
            with the first business day that follows the Participant's
            commencement of participation in the Plan and continuing thereafter
            for each subsequent day in which the Participant participates in the
            Plan, the Participant may (but is not required to) elect, by
            submitting an Election Form to the Committee that is accepted by the
            Committee, to add or delete one or more Measurement Fund(s) to be
            used to determine the additional amounts to be credited to his or
            her Account Balance, or to change the portion of his or her Account
            Balance allocated to each previously or newly elected Measurement
            Fund. If an election is made in accordance with the previous
            sentence, it shall apply to the next business day and continue
            thereafter for each subsequent day in which the Participant
            participates in the Plan, unless changed in accordance with the
            previous sentence. Notwithstanding any provision of this Plan that
            may be construed to the contrary, no more than one such election may
            be made in any calendar quarter by a Participant without the prior
            written consent of the Committee.

      (b)   PROPORTIONATE ALLOCATION. In making any election described in
            Section 3.13(a) above, the Participant shall specify on the Election
            Form, in increments of five percentage points (5%), the percentage
            of his or her Account Balance to be allocated to a Measurement Fund
            (as if the Participant was making an investment in that Measurement
            Fund with that portion of his or her Account Balance).

      (c)   MEASUREMENT FUNDS. From time to time, the Committee in its sole and
            absolute discretion shall select and announce to Participants its
            selection of mutual funds, insurance company separate accounts,
            indexed rates or other methods (each, a "Measurement Fund"), for the
            purpose of providing the basis on which gains and losses shall be
            attributed to Account Balances under the Plan. The Committee may, in
            its sole and absolute discretion, discontinue, substitute or add a
            Measurement Fund at any time. Each such action will take effect as
            of the first day of the calendar quarter that follows by thirty (30)
            days the day on which the Committee gives Participants advance
            written notice of such change. Subject to Section 3.13(f) below, the
            Participant may elect one or

                                      -15-
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MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

            more of the following Measurement Funds for purposes of
            crediting/debiting additional amounts to his or her Account Balance:

            (1)   Fidelity Contrafund;

            (2)   Fidelity Growth;

            (3)   Fidelity High Income;

            (4)   Fidelity Money Market;

            (5)   PIMCO Short-Term Bond;

            (6)   T. Rowe Price Equity Income;

            (7)   T. Rowe Price International Stock;

            (8)   Janus Aspen Series Growth;

            (9)   Janus Aspen Series Capital Appreciation;

            (10)  Janus Aspen Series Worldwide;

            (11)  Janus Aspen Series High Yield;

            (12)  BT Small Cap Index;

            (13)  BT Equity 500 Index;

            (14)  BT EAFE Equity Index;

            (15)  INVESCO VIF Clue Chip Growth;

            (16)  INVESCO VIF Dynamics;

            (17)  INVESCO VIF Financial Services;

            (18)  INVESCO VIF Health Sciences;

            (19)  INVESCO VIF Technology;

            (20)  INVESCO VIF Telecommunications; and

            (21)  Company Stock Measurement Fund (described as a mutual fund
                  100% invested in shares of Stock, with any dividends deemed
                  reinvested in additional shares of Stock); provided, that such
                  Company Stock Measurement Fund shall be established and
                  maintained in such manner and at such times as the Committee
                  determines, in its sole and absolute discretion.

                                      -16-
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MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

      (d)   CREDITING OR DEBITING METHOD. The performance of each elected
            Measurement Fund (either positive or negative) will be determined by
            the Committee, in its reasonable discretion, based on the
            performance of the Measurement Funds themselves. A Participant's
            Account Balance shall be credited or debited on a daily basis based
            on the performance of each Measurement Fund selected by the
            Participant, as determined by the Committee in its sole and absolute
            discretion, as though (i) a Participant's Account Balance were
            invested in the Measurement Fund(s) selected by the Participant, in
            the percentages applicable to such day, as of the close of business
            on such day, at the closing price on such date; (ii) the portion of
            the Annual Deferral Amount that was actually deferred during any day
            were invested in the Measurement Fund(s) selected by the
            Participant, in the percentages applicable to such day, no later
            than the close of business on the first business day after the day
            on which such amounts are actually deferred from the Participant's
            Base Annual Salary through reductions in his or her payroll, at the
            closing price on such date; and (iii) any distribution made to a
            Participant that decreases such Participant's Account Balance ceased
            being invested in the Measurement Fund(s), in the percentages
            applicable to such day, no earlier than one business day prior to
            the distribution, at the closing price on such date. The
            Participant's Annual Company Matching Amount shall be credited to
            his or her Company Matching Account for purposes of this Section
            3.13(d) as of the close of business on the last business day of the
            Plan Year to which it relates. The Participant's Annual Stock Option
            Amount(s) shall be credited to his or her Stock Option Account no
            later than the close of business on the first business day after the
            day on which the Eligible Stock Option was exercised or otherwise
            disposed of. The Participant's Annual Restricted Stock Amounts shall
            be credited to his or her Restricted Stock Account no later than the
            close of business on the first business day after the day on which
            the Restricted Stock to which it relates would have vested, but for
            the election to defer.

      (e)   NO ACTUAL INVESTMENT. Notwithstanding any other provision of this
            Plan that may be interpreted to the contrary, the Measurement Funds
            are to be used for measurement purposes only, and a Participant's
            election of any such Measurement Fund, the allocation to his or her
            Account Balance thereto, the calculation of additional amounts and
            the crediting or debiting of such amounts to a Participant's Account
            Balance shall not be considered or construed in any manner as an
            actual investment of his or her Account Balance in any such
            Measurement Fund. In the event that the Company or the Trustee (as
            that term is defined in the Trust), in its own discretion, decides
            to invest funds in any or all of the Measurement Funds, no
            Participant shall have any rights in or to such investments
            themselves. Without limiting the foregoing, a Participant's Account
            Balance shall at all times be a bookkeeping entry only and shall not
            represent any investment made on his or her behalf by the Company or
            the Trust; the Participant shall at all times remain an unsecured
            creditor of the Company.

      (f)   STOCK OPTION ACCOUNT AND RESTRICTED STOCK ACCOUNT MUST BE ALLOCATED
            TO COMPANY STOCK MEASUREMENT FUND. Notwithstanding any provision of
            this Plan that may be construed to the contrary, a Participant's
            Stock Option Account and Restricted Stock Account must always be
            allocated to the Company Stock Measurement Fund, may

                                      -17-
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MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

            never be reallocated to any other Measurement Fund and must be
            distributed from this Plan in the form of actual shares of Stock.

3.14  FICA AND OTHER TAXES.

      (a)   ANNUAL DEFERRAL AMOUNTS. For each Plan Year in which an Annual
            Deferral Amount is being withheld from a Participant, the
            Participant's Employer(s) shall withhold from that portion of the
            Participant's Base Annual Salary and Bonus that is not being
            deferred, in a manner determined by the Employer(s), the
            Participant's share of FICA, other employment taxes and other
            employee contributions on such Annual Deferral Amount. If necessary,
            the Committee may reduce the Annual Deferral Amount in order to
            comply with this Section 3.14.

      (b)   COMPANY MATCHING AMOUNTS. When a participant becomes vested in a
            portion of his or her Company Matching Account, the Participant's
            Employer(s) shall withhold from the Participant's Base Annual Salary
            and/or Bonus that is not deferred, in a manner determined by the
            Employer(s), the Participant's share of FICA and other employment
            taxes. If necessary, the Committee may reduce the vested portion of
            the Participant's Company Matching Account in order to comply with
            this Section 3.14.

      (c)   ANNUAL STOCK OPTION AMOUNTS AND ANNUAL RESTRICTED STOCK AMOUNTS. For
            each Plan Year in which an Annual Stock Option Amount or Annual
            Restricted Stock Amount is being first withheld from a Participant,
            the Participant's Employer(s) shall withhold from that portion of
            the Participant's Base Annual Salary, Bonus, Qualifying Gains and
            Restricted Stock that is not being deferred, in a manner determined
            by the Employer(s), the Participant's share of FICA and other
            employment taxes on such Annual Stock Option Amount or Annual
            Restricted Stock Amount. If necessary, the Committee may reduce the
            Annual Stock Option Amount or Annual Restricted Stock Amount in
            order to comply with this Section 3.14.

3.15  DISTRIBUTIONS. The Participant's Employer(s), or the trustee of the Trust,
      shall withhold from any payments made to a Participant under this Plan all
      federal, state and local income, employment and other taxes required to be
      withheld by the Employer(s), or the trustee of the Trust, in connection
      with such payments, in amounts and in a manner to be determined in the
      sole and absolute discretion of the Employer(s) and the trustee of the
      Trust.

                                    ARTICLE 4
    SHORT-TERM PAYOUT/UNFORESEEABLE FINANCIAL EMERGENCIES/WITHDRAWAL ELECTION

4.1   SHORT-TERM PAYOUT. In connection with each election to defer an Annual
      Deferral Amount, a Participant may irrevocably elect to receive a future
      "Short-Term Payout" from the Plan with respect to such Annual Deferral
      Amount. Subject to the Deduction Limitation, the Short-Term Payout shall
      be a lump sum payment in an amount that is equal to the Annual Deferral
      plus amounts credited or debited in the manner provided in Section 3.13
      above on that amount, determined at the time that the Short-Term Payout
      becomes payable (rather than the date of a

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      Termination of Employment). Subject to the Deduction Limitation and the
      other terms and conditions of this Plan, each Short-Term Payout elected
      shall be paid out during a 60 day period commencing immediately after the
      last day of any Plan Year designated by the Participant that is at least
      three Plan Years after the Plan Year in which the Annual Deferral Amount
      is actually deferred. By way of example, if a three year Short-Term Payout
      is elected for Annual Deferral Amounts that are deferred in the Plan Year
      commencing January 1, 2001, the three year Short-Term Payout would become
      payable during a 60 day period commencing January 1, 2005.

4.2   OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur that
      triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral Amount,
      plus amounts credited or debited thereon, that is subject to a Short-Term
      Payout election under Section 4.1 shall not be paid in accordance with
      Section 4.1 but shall be paid in accordance with the other applicable
      Article.

4.3   WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES. If
      the Participant experiences an Unforeseeable Financial Emergency, the
      Participant may petition the Committee to (i) suspend any deferrals
      required to be made by a Participant and/or (ii) receive a partial or full
      payout from the Plan. The payout shall not exceed the lesser of the
      Participant's Account Balance, calculated as if such Participant were
      receiving a Termination Benefit, or the amount reasonably needed to
      satisfy the Unforeseeable Financial Emergency. If, subject to the sole and
      absolute discretion of the Committee, the petition for a suspension and/or
      payout is approved, suspension shall take effect upon the date of approval
      and any payout shall be made within 60 days of the date of approval. The
      payment of any amount under this Section 4.3 shall not be subject to the
      Deduction Limitation.

4.4   WITHDRAWAL ELECTION. A Participant (or, after a Participant's death, his
      or her Beneficiary) may elect, at any time, to withdraw all of his or her
      Account Balance, calculated as if there had occurred a Termination of
      Employment as of the day of the election, less a withdrawal penalty equal
      to 10% of such amount (the net amount shall be referred to as the
      "Withdrawal Amount"). This election can be made at any time, before or
      after Retirement, Disability, death or Termination of Employment, and
      whether or not the Participant (or Beneficiary) is in the process of being
      paid pursuant to an installment payment schedule. If made before
      Retirement, Disability or death, a Participant's Withdrawal Amount shall
      be his or her Account Balance calculated as if there had occurred a
      Termination of Employment as of the day of the election. No partial
      withdrawals of the Withdrawal Amount shall be allowed. The Participant (or
      his or her Beneficiary) shall make this election by giving the Committee
      advance written notice of the election in a form determined from time to
      time by the Committee. The Participant (or his or her Beneficiary) shall
      be paid the Withdrawal Amount within 60 days of his or her election. Once
      the Withdrawal Amount is paid, the Participant's participation in the Plan
      shall terminate and the Participant shall not be eligible to participate
      in the Plan for the remainder of the Plan Year of such payment and the
      next Plan Year. The payment of this Withdrawal Amount shall not be subject
      to the Deduction Limitation.

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                                    ARTICLE 5
                               RETIREMENT BENEFIT

5.1   RETIREMENT BENEFIT. Subject to the Deduction Limitation, a Participant who
      Retires shall receive, as a Retirement Benefit, his or her Account
      Balance.

5.2   PAYMENT OF RETIREMENT BENEFIT. A Participant, in connection with his or
      her commencement of participation in the Plan, shall elect on an Election
      Form to receive the Retirement Benefit in a lump sum or pursuant to an
      Annual Installment Method of 2, 5, 10, 15 or 20 years. The Participant may
      annually change his or her election to an allowable alternative payout
      period by submitting a new Election Form to the Committee, provided that
      any such Election Form is submitted at least 1 year prior to the
      Participant's Retirement and is accepted by the Committee in its sole and
      absolute discretion. The Election Form most recently accepted by the
      Committee shall govern the payout of the Retirement Benefit. If a
      Participant does not make any election with respect to the payment of the
      Retirement Benefit, then such benefit shall be payable in a lump sum. The
      lump sum payment shall be made, or installment payments shall commence, no
      later than 60 days after the last day of the Plan Year which the
      Participant Retires. Any payment made shall be subject to the Deduction
      Limitation.

5.3   DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT. If a Participant dies
      after Retirement but before the Retirement Benefit is paid in full, the
      Participant's unpaid Retirement Benefit payments shall continue and shall
      be paid to the Participant's Beneficiary (a) over the remaining number of
      years and in the same amounts as that benefit would have been paid to the
      Participant had the Participant survived, or (b) in a lump sum, if
      requested by the Beneficiary and allowed in the sole and absolute
      discretion of the Committee, that is equal to the Participant's unpaid
      remaining Account Balance.

                                    ARTICLE 6
                         PRE-RETIREMENT SURVIVOR BENEFIT

6.1   PRE-RETIREMENT SURVIVOR BENEFIT. Subject to the Deduction Limitation, the
      Participant's Beneficiary shall receive a Pre-Retirement Survivor Benefit
      equal to the Participant's Account Balance if the Participant dies before
      he or she Retires, experiences a Termination of Employment or suffers a
      Disability.

6.2   PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. A Participant, in connection
      with his or her commencement of participation in the Plan, shall elect on
      an Election Form whether the Pre-Retirement Survivor Benefit shall be
      received by his or her Beneficiary in a lump sum or pursuant to an Annual
      Installment Method of 2, 5, 10, 15 or 20 years. The Participant may
      annually change this election to an allowable alternative payout period by
      submitting a new Election Form to the Committee, which form must be
      accepted by the Committee in its sole and absolute discretion. The
      Election Form most recently accepted by the Committee prior to the
      Participant's death shall govern the payout of the Participant's
      Pre-Retirement Survivor Benefit. If a Participant does not make any
      election with respect to the payment of the Pre-Retirement Survivor
      Benefit, then such benefit shall be paid in a lump sum. Despite the
      foregoing, if the

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      Participant's Account Balance at the time of his or her death is less than
      $25,000, payment of the Pre-Retirement Survivor Benefit may be made, in
      the sole and absolute discretion of the Committee, in a lump sum or
      pursuant to an Annual Installment Method of not more than 5 years. The
      lump sum payment shall be made, or installment payments shall commence, no
      later than 60 days after the last day of the Plan Year in which the
      Committee is provided with proof that is satisfactory to the Committee of
      the Participant's death. Any payment made shall be subject to the
      Deduction Limitation.

                                    ARTICLE 7
                               TERMINATION BENEFIT

7.1   TERMINATION BENEFIT. Subject to the Deduction Limitation, the Participant
      shall receive a Termination Benefit, which shall be equal to the
      Participant's Account Balance if a Participant experiences a Termination
      of Employment prior to his or her Retirement, death or Disability.

7.2   PAYMENT OF TERMINATION BENEFIT. If the Participant's Account Balance at
      the time of his or her Termination of Employment is less than $25,000,
      payment of his or her Termination Benefit shall be paid in a lump sum. If
      his or her Account Balance at such time is equal to or greater than that
      amount, the Committee, in its sole and absolute discretion, may cause the
      Termination Benefit to be paid in a lump sum or pursuant to an Annual
      Installment Method of 5 years. The lump sum payment shall be made, or
      installment payments shall commence, no later than 60 days after the last
      day of the Plan Year in which the Participant experiences the Termination
      of Employment. Any payment made shall be subject to the Deduction
      Limitation.

                                    ARTICLE 8
                          DISABILITY WAIVER AND BENEFIT

8.1   DISABILITY WAIVER.

      (a)   WAIVER OF DEFERRAL. A Participant who is determined by the Committee
            to be suffering from a Disability shall be (i) excused from
            fulfilling that portion of the Annual Deferral Amount commitment
            that would otherwise have been withheld from a Participant's Base
            Annual Salary, Annual Bonus and/or Directors Fees for the Plan Year
            during which the Participant first suffers a Disability and (ii)
            excused from fulfilling any existing unvested Restricted Stock
            Amount or unexercised Stock Option Amount commitments. During the
            period of Disability, the Participant shall not be allowed to make
            any additional deferral elections, but will continue to be
            considered a Participant for all other purposes of this Plan.

      (b)   RETURN TO WORK. If a Participant returns to employment, or service
            as a Director, with an Employer, after a Disability ceases, the
            Participant may elect to defer an Annual Deferral Amount, Stock
            Option Amount and Restricted Stock Amount for the Plan Year
            following his or her return to employment or service and for every
            Plan Year thereafter while a Participant in the Plan; provided such
            deferral elections are otherwise allowed

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            and an Election Form is delivered to and accepted by the Committee
            for each such election in accordance with Section 3.3 above.

8.2      CONTINUED ELIGIBILITY/DISABILITY BENEFIT. A Participant suffering a
         Disability shall, for benefit purposes under this Plan, continue to be
         considered to be employed, or in the service of an Employer as a
         Director, and shall be eligible for the benefits provided for in
         Article 4, 5, 6 or 7 in accordance with the provisions of those
         Articles. Notwithstanding the above, the Committee shall have the right
         to, in its sole and absolute discretion and for purposes of this Plan
         only, and must in the case of a Participant who is otherwise eligible
         to Retire, deem the Participant to have experienced a Termination of
         Employment, or in the case of a Participant who is eligible to Retire,
         to have Retired, at any time (or in the case of a Participant who is
         eligible to Retire, as soon as practicable) after such Participant is
         determined to be suffering a Disability, in which case the Participant
         shall receive a Disability Benefit equal to his or her Account Balance
         at the time of the Committee's determination; provided, however, that
         should the Participant otherwise have been eligible to Retire, he or
         she shall be paid in accordance with Article 5. The Disability Benefit
         shall be paid in a lump sum within 60 days of the Committee's exercise
         of such right. Any payment made shall be subject to the Deduction
         Limitation.

                                    ARTICLE 9
                             BENEFICIARY DESIGNATION

9.1   BENEFICIARY. Each Participant shall have the right, at any time, to
      designate his or her Beneficiary(ies) (both primary as well as contingent)
      to receive any benefits payable under the Plan to a beneficiary upon the
      death of a Participant. The Beneficiary designated under this Plan may be
      the same as or different from the Beneficiary designation under any other
      plan of an Employer in which the Participant participates.

9.2   BENEFICIARY DESIGNATION/CHANGE/SPOUSAL CONSENT. A Participant shall
      designate his or her Beneficiary by completing and signing the Beneficiary
      Designation Form, and returning it to the Committee or its designated
      agent. A Participant shall have the right to change a Beneficiary by
      completing, signing and otherwise complying with the terms of the
      Beneficiary Designation Form and the Committee's rules and procedures, as
      in effect from time to time. If the Participant names someone other than
      his or her spouse as a Beneficiary, a spousal consent, in the form
      designated by the Committee, must be signed by that Participant's spouse
      and returned to the Committee. Upon the acceptance by the Committee of a
      new Beneficiary Designation Form, all Beneficiary designations previously
      filed shall be canceled. The Committee shall be entitled to rely on the
      last Beneficiary Designation Form filed by the Participant and accepted by
      the Committee prior to his or her death.

9.3   ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary
      shall be effective until received and acknowledged in writing by the
      Committee or its designated agent.

9.4   NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
      Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
      designated

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      Beneficiaries predecease the Participant or die prior to complete
      distribution of the Participant's benefits, then the Participant's
      designated Beneficiary shall be deemed to be his or her surviving spouse.
      If the Participant has no surviving spouse, the benefits remaining under
      the Plan to be paid to a Beneficiary shall be payable to the executor or
      personal representative of the Participant's estate.

9.5   DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper
      Beneficiary to receive payments pursuant to this Plan, the Committee shall
      have the right, exercisable in its discretion, to cause the Participant's
      Employer to withhold such payments until this matter is resolved to the
      Committee's satisfaction.

9.6   DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
      Beneficiary shall fully and completely discharge all Employers and the
      Committee from all further obligations under this Plan with respect to the
      Participant, and that Participant's Plan Agreement shall terminate upon
      such full payment of benefits.

                                   ARTICLE 10
                                LEAVE OF ABSENCE

10.1  PAID LEAVE OF ABSENCE. If a Participant is authorized by the Participant's
      Employer for any reason to take a paid leave of absence from the
      employment of the Employer, the Participant shall continue to be
      considered employed by the Employer and the Annual Deferral Amount shall
      continue to be withheld during such paid leave of absence in accordance
      with Section 3.3.

10.2  UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the
      Participant's Employer for any reason to take an unpaid leave of absence
      from the employment of the Employer, the Participant shall continue to be
      considered employed by the Employer and the Participant shall be excused
      from making deferrals until the earlier of the date the leave of absence
      expires or the Participant returns to a paid employment status. Upon such
      expiration or return, deferrals shall resume for the remaining portion of
      the Plan Year in which the expiration or return occurs, based on the
      deferral election, if any, made for that Plan Year. If no election was
      made for that Plan Year, no deferral shall be withheld.

                                   ARTICLE 11
                     TERMINATION, AMENDMENT OR MODIFICATION

11.1  TERMINATION. Although each Employer anticipates that it will continue the
      Plan for an indefinite period of time, there is no guarantee that any
      Employer will continue the Plan or will not terminate the Plan at any time
      in the future. Accordingly, each Employer reserves the right to
      discontinue its sponsorship of the Plan and/or to terminate the Plan at
      any time with respect to any or all of its participating Employees and
      Directors, by action of its board of directors. Upon the termination of
      the Plan with respect to any Employer, the Plan Agreements of the affected
      Participants who are employed by that Employer, or in the service of that
      Employer as Directors, shall terminate and their Account Balances,
      determined as if they had experienced a Termination of Employment on the
      date of Plan termination or, if Plan termination occurs after the date
      upon which a Participant was eligible to Retire, then with respect to that
      Participant as if he or she had Retired on the date of Plan termination,
      shall be paid to the Participants as follows: Prior to a

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      Change in Control, if the Plan is terminated with respect to all of its
      Participants, an Employer shall have the right, in its sole and absolute
      discretion, and notwithstanding any elections made by the Participant, to
      pay such benefits in a lump sum or pursuant to an Annual Installment
      Method of up to 15 years, with amounts credited and debited during the
      installment period as provided herein. If the Plan is terminated with
      respect to less than all of its Participants, an Employer shall be
      required to pay such benefits in a lump sum. After a Change in Control,
      the Employer shall be required to pay such benefits in a lump sum. The
      termination of the Plan shall not adversely affect any Participant or
      Beneficiary who has become entitled to the payment of any benefits under
      the Plan as of the date of termination; provided however, that the
      Employer shall have the right to accelerate installment payments without a
      premium or prepayment penalty by paying the Account Balance in a lump sum
      or pursuant to an Annual Installment Method using fewer years (provided
      that the present value of all payments that will have been received by a
      Participant at any given point of time under the different payment
      schedule shall equal or exceed the present value of all payments that
      would have been received at that point in time under the original payment
      schedule).

11.2  AMENDMENT. Any Employer may, at any time, amend or modify the Plan in
      whole or in part with respect to that Employer by the action of its board
      of directors; provided, however, that: (i) no amendment or modification
      shall be effective to decrease or restrict the value of a Participant's
      Account Balance in existence at the time the amendment or modification is
      made, calculated as if the Participant had experienced a Termination of
      Employment as of the effective date of the amendment or modification or,
      if the amendment or modification occurs after the date upon which the
      Participant was eligible to Retire, the Participant had Retired as of the
      effective date of the amendment or modification, (ii) no amendment or
      modification shall be effective upon or after a Change in Control without
      the prior written consent of a majority of the Participants, and (iii) no
      amendment or modification of this Section 11.2 or Section 12.2 of the Plan
      shall be effective. The amendment or modification of the Plan shall not
      affect any Participant or Beneficiary who has become entitled to the
      payment of benefits under the Plan as of the date of the amendment or
      modification; provided, however, that the Employer shall have the right to
      accelerate installment payments by paying the Account Balance in a lump
      sum or pursuant to an Annual Installment Method using fewer years
      (provided that the present value of all payments that will have been
      received by a Participant at any given point of time under the different
      payment schedule shall equal or exceed the present value of all payments
      that would have been received at that point in time under the original
      payment schedule).

11.3  PLAN AGREEMENT. Despite the provisions of Sections 11.1 and 11.2 above, if
      a Participant's Plan Agreement contains benefits or limitations that are
      not in this Plan document, the Employer may only amend or terminate such
      provisions with the consent of the Participant.

11.4  EFFECT OF PAYMENT. The full payment of the applicable benefit under
      Article 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
      obligations to a Participant and his or her designated Beneficiaries under
      this Plan and the Participant's Plan Agreement shall terminate.

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                                   ARTICLE 12
                                 ADMINISTRATION

12.1  COMMITTEE DUTIES. Except as otherwise provided in this Article 12, this
      Plan shall be administered by a Committee which shall consist of the
      Board, or such committee as the Board shall appoint. Members of the
      Committee may be Participants under this Plan. The Committee shall also
      have the discretion and authority to (i) make, amend, interpret, and
      enforce all appropriate rules and regulations for the administration of
      this Plan and (ii) decide or resolve any and all questions including
      interpretations of this Plan, as may arise in connection with the Plan.
      Any individual serving on the Committee who is a Participant shall not
      vote or act on any matter relating solely to himself or herself. When
      making a determination or calculation, the Committee shall be entitled to
      rely on information furnished by a Participant or the Company.

12.2  ADMINISTRATION UPON CHANGE IN CONTROL. For purposes of this Plan, the
      Company shall be the "Administrator" at all times prior to the occurrence
      of a Change in Control. Upon and after the occurrence of a Change in
      Control, the "Administrator" shall be an independent third party selected
      by the Trustee and approved by the individual who, immediately prior to
      such event, was the Company's Chief Executive Officer or, if not so
      identified, the Company's highest ranking officer (the "Ex-CEO"). The
      Administrator shall have the discretionary power to determine all
      questions arising in connection with the administration of the Plan and
      the interpretation of the Plan and Trust including, but not limited to
      benefit entitlement determinations; provided, however, upon and after the
      occurrence of a Change in Control, the Administrator shall have no power
      to direct the investment of Plan or Trust assets or select any investment
      manager or custodial firm for the Plan or Trust. Upon and after the
      occurrence of a Change in Control, the Company must: (1) pay all
      reasonable administrative expenses and fees of the Administrator; (2)
      indemnify the Administrator against any costs, expenses and liabilities
      including, without limitation, attorney's fees and expenses arising in
      connection with the performance of the Administrator hereunder, except
      with respect to matters resulting from the gross negligence or willful
      misconduct of the Administrator or its employees or agents; and (3) supply
      full and timely information to the Administrator or all matters relating
      to the Plan, the Trust, the Participants and their Beneficiaries, the
      Account Balances of the Participants, the date of circumstances of the
      Retirement, Disability, death or Termination of Employment of the
      Participants, and such other pertinent information as the Administrator
      may reasonably require. Upon and after a Change in Control, the
      Administrator may be terminated (and a replacement appointed) by the
      Trustee only with the approval of the Ex-CEO. Upon and after a Change in
      Control, the Administrator may not be terminated by the Company.

12.3  AGENTS. In the administration of this Plan, the Committee may, from time
      to time, employ agents and delegate to them such administrative duties as
      it sees fit (including acting through a duly appointed representative) and
      may from time to time consult with counsel who may be counsel to any
      Employer.

12.4  BINDING EFFECT OF DECISIONS. The decision or action of the Administrator
      with respect to any question arising out of or in connection with the
      administration, interpretation and application of

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      the Plan and the rules and regulations promulgated hereunder shall be
      final and conclusive and binding upon all persons having any interest in
      the Plan.

12.5  INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless
      the members of the Committee, and any Employee to whom the duties of the
      Committee may be delegated, and the Administrator against any and all
      claims, losses, damages, expenses or liabilities arising from any action
      or failure to act with respect to this Plan, except in the case of willful
      misconduct by the Committee, any of its members, any such Employee or the
      Administrator.

12.6  EMPLOYER INFORMATION. To enable the Committee and/or Administrator to
      perform its functions, the Company and each Employer shall supply full and
      timely information to the Committee and/or Administrator, as the case may
      be, on all matters relating to the compensation of its Participants, the
      date and circumstances of the Retirement, Disability, death or Termination
      of Employment of its Participants, and such other pertinent information as
      the Committee or Administrator may reasonably require.

                                   ARTICLE 13
                          OTHER BENEFITS AND AGREEMENTS

13.1  COORDINATION WITH OTHER BENEFITS. The benefits provided for a Participant
      and Participant's Beneficiary under the Plan are in addition to any other
      benefits available to such Participant under any other plan or program for
      employees of the Participant's Employer. The Plan shall supplement and
      shall not supersede, modify or amend any other such plan or program except
      as may otherwise be expressly provided.

                                   ARTICLE 14
                                CLAIMS PROCEDURES

14.1  PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
      Participant (such Participant or Beneficiary being referred to below as a
      "Claimant") may deliver to the Committee a written claim for a
      determination with respect to the amounts distributable to such Claimant
      from the Plan. If such a claim relates to the contents of a notice
      received by the Claimant, the claim must be made within 60 days after such
      notice was received by the Claimant. All other claims must be made within
      180 days of the date on which the event that caused the claim to arise
      occurred. The claim must state with particularity the determination
      desired by the Claimant.

14.2  NOTIFICATION OF DECISION. The Committee shall consider a Claimant's claim
      within a reasonable time, and shall notify the Claimant in writing:

      (a)   that the Claimant's requested determination has been made, and that
            the claim has been allowed in full; or

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      (b)   that the Committee has reached a conclusion contrary, in whole or in
            part, to the Claimant's requested determination, and such notice
            must set forth in a manner calculated to be understood by the
            Claimant:

            (i)   the specific reason(s) for the denial of the claim, or any
                  part of it;

            (ii)  specific reference(s) to pertinent provisions of the Plan upon
                  which such denial was based;

            (iii) a description of any additional material or information
                  necessary for the Claimant to perfect the claim, and an
                  explanation of why such material or information is necessary;
                  and

            (iv)  an explanation of the claim review procedure set forth in
                  Section 14.3 below.

14.3  REVIEW OF A DENIED CLAIM. Within 60 days after receiving a notice from the
      Committee that a claim has been denied, in whole or in part, a Claimant
      (or the Claimant's duly authorized representative) may file with the
      Committee a written request for a review of the denial of the claim.
      Thereafter, but not later than 30 days after the review procedure began,
      the Claimant (or the Claimant's duly authorized representative):

      (a)   may review pertinent documents;

      (b)   may submit written comments or other documents; and/or

      (c)   may request a hearing, which the Committee, in its sole and absolute
            discretion, may grant.

14.4  DECISION ON REVIEW. The Committee shall render its decision on review
      promptly, and not later than 60 days after the filing of a written request
      for review of the denial, unless a hearing is held or other special
      circumstances require additional time, in which case the Committee's
      decision must be rendered within 120 days after such date. Such decision
      must be written in a manner calculated to be understood by the Claimant,
      and it must contain:

      (a)   specific reasons for the decision;

      (b)   specific reference(s) to the pertinent Plan provisions upon which
            the decision was based; and

      (c)   such other matters as the Committee deems relevant.

14.5  LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
      this Article 14 is a mandatory prerequisite to a Claimant's right to
      commence any legal action with respect to any claim for benefits under
      this Plan.

                                      -27-
<PAGE>

MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

                                   ARTICLE 15
                                      TRUST

15.1  ESTABLISHMENT OF THE TRUST. The Company shall establish the Trust, and
      each Employer shall at least annually transfer over to the Trust such
      assets as the Employer determines, in its sole and absolute discretion,
      are necessary to provide, on a present value basis, for its respective
      future liabilities created with respect to the Annual Deferral Amounts,
      Annual Company Contribution Amounts, Company Matching Amounts, Annual
      Stock Option Amounts and Annual Restricted Stock Amounts for such
      Employer's Participants for all periods prior to the transfer, as well as
      any debits and credits to the Participants' Account Balances for all
      periods prior to the transfer, taking into consideration the value of the
      assets in the trust at the time of the transfer.

15.2  INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
      and the Plan Agreement shall govern the rights of a Participant to receive
      distributions pursuant to the Plan. The provisions of the Trust shall
      govern the rights of the Employers, Participants and the creditors of the
      Employers to the assets transferred to the Trust. Each Employer shall at
      all times remain liable to carry out its obligations under the Plan.

15.3  DISTRIBUTIONS FROM THE TRUST. Each Employer's obligations under the Plan
      may be satisfied with Trust assets distributed pursuant to the terms of
      the Trust, and any such distribution shall reduce the Employer's
      obligations under this Plan.

15.4  STOCK TRANSFERRED TO THE TRUST. Notwithstanding any other provision of
      this Plan or the Trust, if Trust assets are distributed to a Participant
      in a distribution which reduces the Participant's Stock Option Account
      balance and/or Restricted Stock Account balance under this Plan, such
      distribution must be made in the form of Stock.

                                   ARTICLE 16
                                  MISCELLANEOUS

16.1  STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
      within the meaning of Code Section 401(a) and that "is unfunded and is
      maintained by an employer primarily for the purpose of providing deferred
      compensation for a select group of management or highly compensated
      employee" within the meaning of ERISA Sections 201(2), 301(a)(3) and
      401(a)(1). The Plan shall be administered and interpreted to the extent
      possible in a manner consistent with that intent.

16.2  UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, heirs,
      successors and assigns shall have no legal or equitable rights, interests
      or claims in any property or assets of an Employer. For purposes of the
      payment of benefits under this Plan, any and all of an Employer's assets
      shall be, and remain, the general, unpledged unrestricted assets of the
      Employer. An Employer's obligation under the Plan shall be merely that of
      an unfunded and unsecured promise to pay money in the future.

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MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

16.3  EMPLOYER'S LIABILITY. An Employer's liability for the payment of benefits
      shall be defined only by the Plan and the Plan Agreement, as entered into
      between the Employer and a Participant. An Employer shall have no
      obligation to a Participant under the Plan except as expressly provided in
      the Plan and his or her Plan Agreement.

16.4  NONASSIGNABILITY. Neither a Participant nor any other person shall have
      any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
      or otherwise encumber, transfer, hypothecate, alienate or convey in
      advance of actual receipt, the amounts, if any, payable hereunder, or any
      part thereof, which are, and all rights to which are expressly declared to
      be, unassignable and non-transferable. No part of the amounts payable
      shall, prior to actual payment, be subject to seizure, attachment,
      garnishment or sequestration for the payment of any debts, judgments,
      alimony or separate maintenance owed by a Participant or any other person,
      be transferable by operation of law in the event of a Participant's or any
      other person's bankruptcy or insolvency or be transferable to a spouse as
      a result of a property settlement or otherwise.

16.5  NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan shall
      not be deemed to constitute a contract of employment between any Employer
      and the Participant. Such employment is hereby acknowledged to be an "at
      will" employment relationship that can be terminated at any time for any
      reason, or no reason, with or without cause, and with or without notice,
      unless expressly provided in a written employment agreement. Nothing in
      this Plan shall be deemed to give a Participant the right to be retained
      in the service of any Employer, either as an Employee or a Director, or to
      interfere with the right of any Employer to discipline or discharge the
      Participant at any time.

16.6  FURNISHING INFORMATION. A Participant or his or her Beneficiary will
      cooperate with the Committee by furnishing any and all information
      requested by the Committee and take such other actions as may be requested
      in order to facilitate the administration of the Plan and the payments of
      benefits hereunder, including but not limited to taking such physical
      examinations as the Committee may deem necessary.

16.7  TERMS. Whenever any words are used herein in the masculine, they shall be
      construed as though they were in the feminine in all cases where they
      would so apply; and whenever any words are used herein in the singular or
      in the plural, they shall be construed as though they were used in the
      plural or the singular, as the case may be, in all cases where they would
      so apply.

16.8  CAPTIONS. The captions of the articles, sections and paragraphs of this
      Plan are for convenience only and shall not control or affect the meaning
      or construction of any of its provisions.

16.9  GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
      construed and interpreted according to the internal laws of the State of
      California without regard to its conflicts of laws principles.

16.10 NOTICE. Any notice or filing required or permitted to be given to the
      Committee under this Plan shall be sufficient if in writing and
      hand-delivered, or sent by registered or certified mail, to the address
      below:

                                      -29-
<PAGE>

MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

                          Senior Vice President and Chief Administrative Officer

                          Mindspeed Technologies, Inc.

                          4311 Jamboree Road

                          Newport Beach, California 92660

      Such notice shall be deemed given as of the date of delivery or, if
      delivery is made by mail, as of the date shown on the postmark on the
      receipt for registration or certification.

      Any notice or filing required or permitted to be given to a Participant
      under this Plan shall be sufficient if in writing and hand-delivered, or
      sent by mail, to the last known address of the Participant.

16.11 SUCCESSORS. The provisions of this Plan shall bind and inure to the
      benefit of the Participant's Employer and its successors and assigns and
      the Participant and the Participant's designated Beneficiaries.

16.12 SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse of a
      Participant who has predeceased the Participant shall automatically pass
      to the Participant and shall not be transferable by such spouse in any
      manner, including but not limited to such spouse's will, nor shall such
      interest pass under the laws of intestate succession.

16.13 VALIDITY. In case any provision of this Plan shall be illegal or invalid
      for any reason, said illegality or invalidity shall not affect the
      remaining parts hereof, but this Plan shall be construed and enforced as
      if such illegal or invalid provision had never been inserted herein.

16.14 INCOMPETENT. If the Committee determines in its discretion that a benefit
      under this Plan is to be paid to a minor, a person declared incompetent or
      to a person incapable of handling the disposition of that person's
      property, the Committee may direct payment of such benefit to the
      guardian, legal representative or person having the care and custody of
      such minor, incompetent or incapable person. The Committee may require
      proof of minority, incompetence, incapacity or guardianship, as it may
      deem appropriate prior to distribution of the benefit. Any payment of a
      benefit shall be a payment for the account of the Participant and the
      Participant's Beneficiary, as the case may be, and shall be a complete
      discharge of any liability under the Plan for such payment amount.

16.15 COURT ORDER. The Committee is authorized to make any payments directed by
      court order in any action in which the Plan or the Committee has been
      named as a party. In addition, if a court determines that a spouse or
      former spouse of a Participant has an interest in the Participant's
      benefits under the Plan in connection with a property settlement or
      otherwise, the Committee, in its sole and absolute discretion, shall have
      the right, notwithstanding any election made by a Participant, to
      immediately distribute the spouse's or former spouse's interest in the
      Participant's benefits under the Plan to that spouse or former spouse.

                                      -30-
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MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

16.16 DISTRIBUTION IN THE EVENT OF TAXATION.

      (a)   IN GENERAL. If, for any reason, all or any portion of a
            Participant's benefits under this Plan becomes taxable to the
            Participant prior to receipt, a Participant may petition the
            Committee before a Change in Control, or the trustee of the Trust
            after a Change in Control, for a distribution of that portion of his
            or her benefit that has become taxable. Upon the grant of such a
            petition, which grant shall not be unreasonably withheld (and, after
            a Change in Control, shall be granted), a Participant's Employer
            shall distribute to the Participant immediately available funds in
            an amount equal to the taxable portion of his or her benefit (which
            amount shall not exceed a Participant's unpaid Account Balance under
            the Plan). If the petition is granted, the tax liability
            distribution shall be made within 90 days of the date when the
            Participant's petition is granted. Such a distribution shall affect
            and reduce the benefits to be paid under this Plan.

      (b)   TRUST. If the Trust terminates in accordance with its terms and
            benefits are distributed from the Trust to a Participant in
            accordance with that Section, the Participant's benefits under this
            Plan shall be reduced to the extent of such distributions.

16.17 INSURANCE. The Employers, on their own behalf or on behalf of the trustee
      of the Trust, and, in their sole and absolute discretion, may apply for
      and procure insurance on the life of the Participant, in such amounts and
      in such forms as the Trust may choose. The Employers or the trustee of the
      Trust, as the case may be, shall be the sole owner and beneficiary of any
      such insurance. The Participant shall have no interest whatsoever in any
      such policy or policies, and at the request of the Employers shall submit
      to medical examinations and supply such information and execute such
      documents as may be required by the insurance company or companies to whom
      the Employers have applied for insurance.

16.18 LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company and each
      Employer is aware that upon the occurrence of a Change in Control, the
      Board or the board of directors of a Participant's Employer (which might
      then be composed of new members) or a shareholder of the Company or the
      Participant's Employer, or of any successor corporation might then cause
      or attempt to cause the Company, the Participant's Employer or such
      successor to refuse to comply with its obligations under the Plan and
      might cause or attempt to cause the Company or the Participant's Employer
      to institute, or may institute, litigation seeking to deny Participants
      the benefits intended under the Plan. In these circumstances, the purpose
      of the Plan could be frustrated. Accordingly, if, following a Change in
      Control, it should appear to any Participant that the Company, the
      Participant's Employer or any successor corporation has failed to comply
      with any of its obligations under the Plan or any agreement thereunder or,
      if the Company, such Employer or any other person takes any action to
      declare the Plan void or unenforceable or institutes any litigation or
      other legal action designed to deny, diminish or to recover from any
      Participant the benefits intended to be provided, then the Company and the
      Participant's Employer irrevocably authorize such Participant to retain
      counsel of his or her choice at the expense of the Company and the
      Participant's Employer (who shall be jointly and severally liable) to
      represent such Participant in connection with the initiation or defense of
      any litigation or other legal action, whether by or against the Company,
      the Participant's Employer or any

                                      -31-
<PAGE>

MINDSPEED TECHNOLOGIES, INC.
Deferred Compensation Plan
Master Plan Document

      director, officer, shareholder or other person affiliated with the
      Company, the Participant's Employer or any successor thereto in any
      jurisdiction.

      IN WITNESS WHEREOF, the Company has signed this Plan document as of
June 27, 2003.

                                    "Company"

                                    Mindspeed Technologies, Inc., a Delaware
                                    corporation

                                    By: /s/ Bradley W. Yates
                                        -------------------------------------
                                    Name:  Bradley W. Yates
                                    Title: Senior Vice President and
                                           Chief Administrative Officer

                                      -32-