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                                                                  EXHIBIT 10-b-2


                                  MARCH 1, 1999

AMENDMENTS TO 1998 STOCK OPTION PLAN

Upon motion duly made and seconded, Mr. Bressler abstaining, the following
resolution was adopted:

                  RESOLVED, that the amendments to the Conexant Systems, Inc.
         1998 Stock Option Plan as described in the document entitled
         "Memorandum of Proposed Amendments to Conexant Systems, Inc. 1998 Stock
         Option 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-b-2


                      MEMORANDUM OF PROPOSED AMENDMENTS TO
                  CONEXANT SYSTEMS, INC. 1998 STOCK OPTION PLAN

         It is proposed to amend the Conexant Systems, Inc. 1998 Stock Option
Plan (the "Plan"), including to clarify the terms of options issued thereunder
to any director of Conexant Systems, Inc. ("Conexant") who was not also a
director of Rockwell International Corporation ("Rockwell") at the time of the
spin-off of Conexant by Rockwell.

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

         1. Amend subsection 2(e) to read in its entirety as follows:

            e. Committee. The Compensation and Management Development Committee
         designated by the Board of Directors from among its members.

         2. Amend subsection 2(q) to read in its entirety as follows:

            q. Non-Employee Director. A present or former Non-Employee Director
         of Rockwell (other than a person who was a director of Conexant but not
         also a director of Rockwell on the Conexant Distribution Date).

         3. Amend subsection 2(r) to read in its entirety as follows:

            r. Participant. (i) Any Employee (a Continuing USA Participant) as
         of the close of business on May 31, 1996 who then held one or more
         outstanding Rockwell Options and who on or before the close of business
         on the Merger Closing Date became an employee of United Space Alliance,
         LLC (USA) immediately upon termination of employment (by retirement or
         otherwise) by Rockwell or a subsidiary corporation of Rockwell, but
         only for purposes of determining such an Employee's rights with respect
         to his or her outstanding Conexant Options and only so long as such
         Employee shall remain an employee of USA and Boeing North American,
         Boeing or any of their respective subsidiaries shall continue to own at
         least 50% of the total ownership interests in USA; (ii) any Employee (a
         Continuing




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         Boeing Participant) as of the opening of business on the Merger
         Closing Date who then held one or more outstanding Rockwell Options and
         who as of the close of business on that date remained or became an
         employee of Boeing North American, Boeing or any of their respective
         subsidiaries, but only for purposes of determining such an Employee's
         rights with respect to his or her outstanding Conexant Options and only
         so long as such Employee shall remain an employee of Boeing North
         American, Boeing, or any of their respective subsidiaries; (iii) any
         Employee (a Continuing Meritor Participant) as of the opening of
         business on the Meritor Distribution Date who then held one or more
         outstanding Rockwell Options and who as of the close of business on
         that date remained or became an employee of Meritor or any of its
         subsidiaries, but only for purposes of determining such an Employee's
         rights with respect to his or her outstanding Conexant Options and only
         so long as such an Employee shall remain an employee of Meritor or any
         of its subsidiaries; (iv) any Employee (or any director of Conexant who
         was not also a director of Rockwell on the Conexant Distribution Date)
         (a Continuing Conexant Participant) as of the opening of business on
         the Conexant Distribution Date who then held one or more outstanding
         Rockwell Options and who as of the close of business on that date
         remains or becomes an employee of Conexant or any of its subsidiaries
         (or a director of Conexant), but only for purposes of determining such
         an Employee's (or director's) rights with respect to his or her
         outstanding Conexant Options and only so long as such an Employee shall
         remain an employee of Conexant or any of its subsidiaries (or a
         director of Conexant); and (v) any other person (a Continuing Rockwell
         Participant) who on the Conexant Distribution Date held one or more
         outstanding Rockwell Options, but only for purposes of determining the
         rights of such a person with respect to his or her outstanding Conexant
         Options and only so long as such person (or his or her legatees, heirs
         or permitted assigns) shall remain entitled to exercise the Rockwell
         Options from which his or her Conexant Options are derived.

         4. Amend subsection 4(a) to read in its entirety as follows:

            a. If the employment by Rockwell or any of its subsidiaries of a
         Continuing Rockwell Participant, the service as a director of


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         Rockwell of any Non-Employee Director, the employment by USA of a
         Continuing USA Participant, the employment by Boeing North American,
         Boeing or any of their respective subsidiaries of a Continuing Boeing
         Participant, the employment by Meritor or any of its subsidiaries of a
         Continuing Meritor Participant or the employment by Conexant or any of
         it subsidiaries (or the service as a director of Conexant) of a
         Continuing Conexant Participant who (or whose permitted transferee)
         holds any outstanding Conexant Options terminates by reason of the
         death of the Participant, the Conexant Options not theretofore
         exercised may be exercised from and after the date of the death of the
         Participant for a period of three years (or until the expiration date
         specified in the Rockwell Option from which the Conexant Option is
         derived, if earlier) even if any of them was not exercisable at the
         date of death.

         5. Amend Section 4 by adding thereto a new subsection 4(e) as follows:

            e. If a Continuing Conexant Participant who was a director of
         Conexant but not also a director of Rockwell on the Conexant
         Distribution Date who (or whose permitted transferee) holds outstanding
         Conexant Options retires as a director of Conexant after attaining age
         72 or completing an aggregate of ten years of service as a director of
         Rockwell or of Conexant whether or not any portion of those Conexant
         Options was exercisable at the date of retirement, the Conexant Options
         not theretofore exercised may be exercised from and after the date upon
         which they are first exercisable under the terms thereof for a period
         of five years from the date of retirement (or until the expiration date
         specified in the terms thereof, if earlier) even if any of them was not
         exercisable at the date of retirement.


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