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                                                                  EXHIBIT 10-e-1

                                 AUGUST 13, 1999

UPDATE OF BENEFIT PLANS; AMENDMENT TO DEFINITION OF "EMPLOYEE' IN THE COMPANY'S
BENEFIT PLANS; AMENDMENT TO RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES
[401(k)]

D. E. O'Reilly briefed the Board on (a) the stock option pool, (b) the issues
relating to long term use of contract labor and proposed that the definition of
"employee" in the Company's benefit plans be amended, and (c) on the
desirability of amending the 401(k) Plan.

After discussion and upon motion duly made and seconded, the following
resolutions were approved unanimously:

               WHEREAS the Company needs to maintain flexibility in conducting
         its business by utilizing the optimal mix of services provided by
         permanent employees and by independent contractors, sometimes referred
         to as "temporary employees;" and

               WHEREAS the Company's various benefit plans, which refer to the
         term "employee" need to be amended to better reflect the Company's
         flexibility;

               NOW, THEREFORE, BE IT RESOLVED, that, all the Company's benefit
         plans be, and they hereby are, amended to delete their current
         definitions of "employee" or "employees" and to replace them in their
         entirety to read as follows:

               Subject to the exclusions set forth below, the terms "employee"
               and "employees" shall include those individuals who were hired
               (and advised that they were being hired) directly by Conexant as
               regular employees and who perform regular employment services
               directly for Conexant.

         EXCLUSIONS:

               The terms "employee" or "employees" as used in this Plan shall
               not include any individuals who work, or who were hired to work,
               or who were advised that they work:

               (1) as independent contractors or employees of independent
                  contractors; or


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               (2) as temporary employees, regardless of the length of time that
                   they work at Conexant; or

               (3) through a temporary employment agency, job placement agency,
                   or other third party; or

               (4) as part of an employee leasing arrangement between Conexant
                   and any third party.

                   For the purposes of this Plan, the exclusions described above
                   shall remain in effect even if the described individuals
                   could otherwise be construed as employees under any
                   applicable common law.

And

               WHEREAS, the Company's Retirement Savings Plan for salaried
         employees (the "401(k) Plan") allows employees to defer the maximum
         permissible amount of income under the Internal Revenue Code, as
         amended, and the Company desires to enable employees to defer an amount
         which, when combined with a potential maximum Company match equal to
         8%, would not exceed the current 25% combined legal limit on
         compensation that may be contributed to a qualified plan; and

               WHEREAS Section 2.060 of the Plan was originally left blank,
         pending an evaluation of the Company's performance in Fiscal Year 1999,
         and effective October 1, 1999 the Company desires to be able to
         increase its matching contributions at the end of a fiscal year if
         sales growth and profitability performance criteria, selected at the
         beginning of said fiscal year, are achieved,

               NOW, THEREFORE, BE IT RESOLVED, that Section 2.030 of the
         Company's Retirement Savings Plan for salaried employees (the "401(k)
         Plan") is amended read in its entirety as follows:

               2.030 Supplemental Contributions. If a participant has made the
               elections and/or authorizations described in Section 2.010, he
               shall then be permitted to take either or both of the actions
               described in subsections (a) and (b) below:

               (a) elect or defer receipt of an amount equal to 5% through 17%
                   of his regular base Compensation (such deferral to be elected
                   in whole percentages), which amount shall be paid to the Plan
                   as a Supplemental Pre-Tax Contribution to his Pre-Tax
                   Contribution Account;


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               (b) authorize having an amount equal to 5% through 17% deducted
                   from his regular Base Compensation (such deduction to be
                   authorized in whole percentages) and then have the amount of
                   such deduction (as adjusted for all applicable taxes due on
                   that amount) paid to the Plan as a Supplemental Post-Tax
                   Contribution to his Past-Tax Contribution Account;

                   provided, however, that the percentages elected to be
                   deferred or deducted and then made as Supplemental Pre-Tax
                   and Supplemental Post-Tax Contributions shall together not
                   exceed 13% of the participant's base Compensation;

          RESOLVED FURTHER, that Section 2.060(b) of the Plan shall read in its
     entirety as follows:

               (b) Effective as of October 1, 1999, the Company Matching
                   Contribution shall be credited to the Account of each
                   Participant in an amount equal to One Hundred Percent (100%)
                   of the Participant's Basic Pre-Tax and Basic Post-Tax
                   Contributions. Also, after the end of the Company's fiscal
                   year, an additional Company Matching Contribution may be made
                   based on financial performance criteria, selected by the
                   Employee benefit Plan Committee within thirty days of the
                   beginning of said fiscal year, which emphasize the Company's
                   profitability and sales growth. This additional Company
                   Matching Contribution may range from 0% to 100% of the
                   Participant's Basic Pre-tax and Basic Post-Tax Contributions.


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