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                                                                  EXHIBIT 10-c-2


                                 APRIL 20, 1999

AMENDMENT OF 1999 LONG-TERM INCENTIVES PLAN

D. E. O'Reilly discussed the benefits to the Company of amending the 1999
Long-Term Incentives Plan to allow the grant of stock options to persons not
employed by the Company.

         Upon motion duly made and seconded, the following resolution was
         adopted:

               RESOLVED, that the amendments to the Conexant Systems, Inc. 1999
         Long-Term Incentives Plan as described in the document entitled
         "Memorandum of Proposed Amendments to Conexant Systems, Inc. 1999
         Long-Term Incentives Plan", a copy of which was presented to, and
         ordered filed with the supporting records for, this meeting, be, and
         they hereby are, approved and adopted effective immediately.


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                                                                  EXHIBIT 10-c-2


                      MEMORANDUM OF PROPOSED AMENDMENTS TO
              CONEXANT SYSTEMS, INC. 1999 LONG-TERM INCENTIVES PLAN



         It is proposed to amend the Conexant Systems, Inc. 1999 Long-Term
Incentives Plan (the "Plan") to provide for the grant of non-qualified stock
option awards to prospective employees, contractors and consultants of Conexant
Systems, Inc. and its subsidiaries.

         New matter is set forth in underscored italics and deleted matter is
lined through.

         1. Amend Section 1 to read in its entirety as follows:

         Section 1: Purpose

         The purpose of the Plan is to provide incentive compensation to
         officers, executives and other employees, and prospective employees,
         contractors and consultants of the Corporation and its Subsidiaries; to
         attract and retain individuals of outstanding ability; and to align the
         interests of such officers, executives and other employees, and
         prospective employees, contractors and consultants with the interests
         of the Corporation's shareowners.

         2. Amend Section 2 by adding thereto a definition of "Non-Employee"
after the definition of "Incentive Stock Option" as follows:

         "Non-Employee" means an individual who (1) has been extended an offer
         of employment with the Corporation or a Subsidiary but who has not yet
         accepted said offer and become an Employee or (2) performs consulting,
         contracting or other services for the Corporation or a Subsidiary other
         than in a capacity as an Employee or who has been extended an offer to
         perform consulting, contracting or other services for the Corporation
         or a Subsidiary.




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         3. Amend the definition of "Participant" in Section 2 to read in its
entirety as follows:

         "Participant" means any Employee or Non-Employee who has been granted
         an Award pursuant to this Plan.

         4. Amend Section 3 to read in its entirety as follows:

         Section 3: Eligibility

         Persons eligible for Awards shall consist of Employees and
         Non-Employees who hold or are proposed to hold positions of significant
         responsibility with the Corporation and/or a Subsidiary or whose
         performance or potential contribution, in the judgment of the
         Committee, will benefit the future success of the Corporation and/or a
         Subsidiary. Notwithstanding the foregoing, only Employees will be
         eligible for Awards of Incentive Stock Options and/or Restricted Stock
         under this Plan.

         5. Amend the first sentence of Subsection 4(a) to read in its entirety
as follows:

         A Non-qualified Stock Option is an Award to an Employee or Non-Employee
         in the form of an option to purchase a specific number of shares of
         Stock exercisable at such time or times, and during such specified time
         not to exceed ten (10) years, as the Committee may determine, at a
         price not less than 100% of the Fair Market Value of the Stock on the
         date the option is granted.

         6. Amend the first sentence of Subsection 4(b) to read in its entirety
as follows:

         An Incentive Stock Option is an Award to an Employee in the form of an
         option to purchase a specified number of shares of Stock that complies
         with the requirements of Code Section 422, which option shall, subject
         to the following provisions, be exercisable at such time or times, and
         during such specified time, as the Committee may determine.


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         7. Amend the first sentence of Subsection 4(c) to read in its entirety
as follows:

         Restricted Stock is an Award of Stock that is issued to an Employee
         subject to restrictions on transfer and such other restrictions on
         incidents of ownership as the Committee may determine.

         8. Amend the second sentence of Subsection 5(a) to read in its entirety
as follows:

         No single Participant shall receive, in any one calendar year, Awards
         which, over any three-year period exceed a per-year average of (i)
         500,000 stock options, whether Non-qualified Stock Options or (in the
         case of Employees only) Incentive Stock Options and (ii) 100,000 shares
         of (in the case of Employees only) Restricted Stock.

         9. Amend the first paragraph of Section 6 to read in its entirety as
follows:

         Each Award under the Plan shall be evidenced by an Award Agreement.
         Each Award Agreement shall set forth the number of shares of Stock
         subject to the Award and shall include the terms set forth below and
         such other terms and conditions applicable to the Award, as determined
         by the Committee, not inconsistent with the terms of the Plan.
         Notwithstanding the foregoing, the provisions of subsection (b) below
         may be modified to the extent deemed advisable by the Committee in
         Award Agreements pertaining to Non-Employees providing consulting,
         contracting or other services to the Corporation or a Subsidiary. In
         the event of any conflict between an Award Agreement and this Plan, the
         terms of the Plan shall govern.

         10. Amend the last sentence of Subsection 8(a) to read in its entirety
as follows:

         The Committee's determinations under the Plan need not be uniform and
         may be made by it selectively among Employees and Non-Employees who
         receive, or who are eligible to receive, Awards under the Plan, whether
         or not such persons are similarly situated.


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         11. Amend Subsection 11(e) to read in its entirety as follows:

             e. Rights of Employees and Non-Employees. Status as an eligible
                Employee or Non-Employee shall not be construed as a commitment
                that any Award shall be made under this Plan to such eligible
                Employee or Non-Employee or to eligible Employees or
                Non-Employees generally. Nothing contained in this Plan or in
                any Award Agreement shall confer upon any Employee or
                Non-Employee any right to continue in the employ or other
                service of or, in the case of prospective employees, become
                employed by the Corporation or a Subsidiary or constitute any
                contract or limit in any way the right of the Corporation or a
                Subsidiary to change such person's compensation or other
                benefits or, in the case of prospective employees, prospective
                compensation or benefits or to terminate the employment or other
                service or, in the case of prospective employees, withdraw an
                offer of employment of such person with or without Cause.


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