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                                                                  EXHIBIT 10-c-9

                             CONEXANT SYSTEMS, INC.

                           UNANIMOUS WRITTEN CONSENT
                                       OF
                               BOARD OF DIRECTORS

     The undersigned, being all the members of the Board of Directors of
Conexant Systems, Inc., a Delaware corporation (the "Company"), 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 the action embodied
in the following resolutions, effective as of Monday, September 13, 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, on August 13, 1999 the Board of Directors appointed a
     Dividend Committee to monitor market conditions and to declare a stock
     dividend if deemed appropriate;

          WHEREAS, said Committee took no action and the Board of Directors now
     prefers to adopt resolutions pertaining to a stock dividend by Unanimous
     Written Consent; and

          WHEREAS, the Company has available a sufficient number of authorized
     but unissued shares of common stock and sufficient available funds to
     declare a dividend of one share per share on the common stock of this
     Company;

          THEREFORE, BE IT RESOLVED, that the Dividend Committee of the Board,
     appointed at its August 13, 1999, regularly scheduled meeting, is hereby
     dissolved;

          RESOLVED FURTHER, that a stock dividend (the "Stock Dividend") is
     hereby declared on the Common Stock of the Company at the rate of one
     additional share of Common Stock for each share of Common Stock issued and
     outstanding (or held in the treasury of the Company) payable to shareowners
     of record at the close of business on September 24, 1999 (the "Record
     Date") and to be distributed on October 29, 1999;

          RESOLVED FURTHER, that there be delivered with each share of Common
     Stock issued pursuant to the Stock Dividend with respect to any share of
     Common Stock issued and outstanding on the Record Date one Preferred Share
     Purchase Right (a "Right") upon the terms and conditions set forth in the
     Rights Agreement dated as of November 30, 1998 (the "Rights Agreement")
     between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights
     Agent;

          RESOLVED FURTHER, that for each share of Common Stock issued pursuant
     to the Stock Dividend, the surplus account of the Company (designated
     "Additional paid-in capital" on the books of the Company) shall be charged
     with, and the Common Stock account of the Company shall be credited with,
     $1.00 per share;
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          RESOLVED FURTHER, that ChaseMellon Shareholder Services, L.L.C., as
     Transfer Agent and Registrar for the Common Stock, be, and it hereby is,
     authorized and directed (i) as soon as practicable after the time the Stock
     Dividend shall have become payable, (a) to issue and record in its records,
     as such Transfer Agent and Registrar, in the name of each holder of Common
     Stock of record on the Record Date (including the Company as holder of
     record of treasury shares, if any), that number of shares of Common Stock
     equal to the number of shares of Common Stock held by such holder of record
     as of the close of business on the Record Date and (b) if any shares of
     Common Stock held by such holder of record are represented by a certificate
     or certificates, to sign as such Transfer Agent and Registrar a certificate
     or certificates for such number of additional shares of Common Stock and
     (ii) as soon as practicable after the Stock Dividend shall have been paid,
     to mail to each registered holder of Common Stock on the Record Date an
     account statement indicating the number of additional shares of Common
     Stock issued to such holder pursuant to the Stock Dividend and/or such
     additional certificate or certificates representing the number of
     additional shares of Common Stock issued to such holder pursuant to the
     Stock Dividend, addressed to such holder at such holder's address as it
     appears on its records;

          RESOLVED FURTHER, that, upon the Stock Dividend being paid, the
     authority heretofore granted to ChaseMellon Shareholder Services, L.L.C. as
     Transfer Agent and Registrar for the Common Stock, be, and it hereby is,
     extended to include all shares of Common Stock issued in connection with
     the Stock Dividend;

          RESOLVED FURTHER, that, upon the Stock Dividend being paid and in
     order to adjust for the dilution due to such dividend of Common Stock, the
     Company reserve and set aside such additional full number of shares of
     Common Stock (from its authorized but unissued shares of Common Stock, or
     from treasury shares, if any, as appropriate) as are necessary for delivery
     upon (i) exercise of stock options granted under the 1998 Stock Option Plan
     of the Company, (ii) exercise of stock options and payment of restricted
     stock awards granted under the 1999 Long-Term Incentives Plan of the
     Company, (iii) exercise of stock options granted under the Directors Stock
     Plan of the Company and the payment of restricted stock in lieu of cash
     retainer fees under such plan, (iv) purchases made under the 1999 Employee
     Stock Purchase Plan of the Company, (v) purchases made under the 1999
     Non-Qualified Employee Stock Purchase Plan of the Company and (vi)
     conversion of the Company's outstanding 4-1/4% Convertible Subordinated
     Notes Due May 1, 2006;

          RESOLVED FURTHER, that, upon the Stock Dividend being paid,
     appropriate adjustments shall be made to (i) the conversion price
     applicable to the conversion of the Company's outstanding 4-1/4%
     Convertible Subordinated Notes Due May 1, 2006 into shares of Common Stock
     pursuant to the terms and conditions of such Notes and the Indenture under
     which such Notes were issued and (ii) the number of one one-hundredths of a
     share of Series A Junior Participating Preferred Stock of the Company
     purchasable pursuant to the terms and conditions of the Rights Agreement,
     and that the officers of the Company be, and each of them hereby is,
     authorized and empowered, in the name and on behalf of the Company, to
     execute and deliver all certificates and to publish or cause to be
     published all notices as may be required in connection therewith:


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          RESOLVED FURTHER, that the officers of the Company be, and each of
     them hereby is, authorized and empowered, in the name and on behalf of the
     Company, to execute and file with the Nasdaq Stock Market, Inc. ("Nasdaq")
     an application or applications for the listing of the additional shares of
     Common Stock (including the associated Rights) issuable upon payment of the
     Stock Dividend on the Nasdaq National Market System, and in connection
     therewith to file such other information and documents, and to enter into
     such agreements with Nasdaq in the name and on behalf of the Company, as
     may be deemed necessary, appropriate or advisable, and to take all such
     other actions as may be required to effect such listing;

          RESOLVED FURTHER, that the officers and assistant secretaries of the
     Company be, and each of them hereby is, authorized and empowered, in the
     name and on behalf of the Company, to make such applications, enter into
     such agreements and undertakings and do or cause to be done such acts and
     things as may be necessary or desirable to list the additional shares of
     Common Stock issuable upon payment of the Stock Dividend (including the
     associated Rights) on such other stock exchanges as any such officers may
     deem necessary or appropriate; and

          RESOLVED FURTHER, that the officers and assistant secretaries of the
     Company be, and each of them hereby is, authorized and empowered, in the
     name and on behalf of the Company and under its corporate seal or
     otherwise, to make, execute and deliver, or cause to be made, executed and
     delivered, all such agreements, certificates instruments, assurances and
     other documents, and to do or cause to be done all such acts or things as
     may be deemed necessary or appropriate to effectuate or carry out the
     purposes 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 13, 1999

/s/ D. R. BEALL                                  /s/ R. M. BRESSLER
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    D. R. Beall                                      R. M. Bressler


/s/ F. C. FARRILL                                /s/ J. L. STEAD
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    F. C. Farrill                                    J. L. Stead


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


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