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                                                                  EXHIBIT 10-c-8

                             CONEXANT SYSTEMS, INC.

                            UNANIMOUS WRITTEN CONSENT
                                       OF
                                SPECIAL COMMITTEE
                                       OF
                               BOARD OF DIRECTORS

         The undersigned, being all of the members of the Special Committee of
the Board of Directors of Conexant Systems, Inc., a Delaware Corporation (the
"Company"), appointed by action of the Board of Directors taken on July 2, 1999,
do hereby consent in writing, pursuant to Section 141(f) of the Delaware General
Corporation Law and the Company's By-Laws, to the taking of action embodied in
the following resolutions, effective as of September 22, 1999 and do further
hereby direct the Secretary of the Company to file this Consent with the minutes
of the proceedings of the Board of Directors:

               WHEREAS, the Board of Directors by unanimous written consent
         dated July 2, 1999 (the "July 2 Consent") in accordance with Section 7
         of the Company's 1999 Long-Term Incentives Plan (the "Plan")
         accelerated the earning of all shares of restricted stock of the
         Company issued to employees or new hires under the Plan pursuant to the
         Company's Horizons, ICP, Key Contributor and MBO programs for fiscal
         year 1999 (and expressly excluding awards of restricted stock outside
         of such programs, such as special awards for purposes of employee
         retention and other special awards outside of such programs) (the
         "Restricted Shares"), subject to the satisfaction of certain objectives
         set forth in the July 2 Consent;

               WHEREAS, the Board of Directors pursuant to the July 2 Consent
         appointed this Special Committee to determine whether such objectives
         shall have been met for the third and fourth fiscal quarters of 1999
         and to report such determination to the Board of Directors at its first
         meeting following such determination; and

               WHEREAS, this Special Committee has been provided with an
         internal memo from D. W. Decker, Chairman and Chief Executive Officer;
         and a second internal memo from L. Brewster, Senior Vice President of
         Worldwide Sales detailing the rationale for successful completion of
         the three conditions set forth in the July 2 Consent;



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               NOW, THEREFORE, BE IT RESOLVED, that this Special Committee
         hereby determines that the following conditions set forth in the July 2
         Consent have been substantially satisfied for purposes of the
         effectiveness of the amendment of outstanding awards of Restricted
         Shares in accordance with the Plan for the third and fourth fiscal
         quarters of 1999:

                    (i) the Company has maintained its key customer relations;
               and

                    (ii) during each of the three-month periods ending July 2,
               1999 and October 1, 1999, the Company's revenues have equaled or
               exceeded revenues in each of the preceding three-month periods;
               and

                    (iii) during each of the three-month periods ended July 2,
               1999 and October 1, 1999, the Company's profitability has
               exceeded the profitability in each of the preceding three-month
               periods; and further

               RESOLVED, that this Special Committee shall report the
         determination set forth in the immediately preceding resolution to the
         Board of Directors at its next meeting; and further

               RESOLVED, that the officers and the Assistant Secretaries of the
         Company be, and each of them hereby is, authorized, in the name and on
         behalf of the Company, to take or cause to be taken such other actions
         as any of them may deem appropriate to carry out the purpose and intent
         of the foregoing resolutions.

         This Unanimous Written Consent may be executed in several counterparts
with the same effect as if the signatures were shown on one document.

Dated: September 22, 1999

                                                  /s/ D. R. BEALL
                                                  ------------------------------
                                                      D. R. Beall


                                                  /s/ D. W. DECKER
                                                  ------------------------------
                                                      D. W. Decker


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