<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>b44507swexv10w4.txt
<DESCRIPTION>LETTER AGREEMENT DATED 6-NOV-2002 W/CONEXANT SYS
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.4



                        CONEXANT SYSTEMS, INC. LETTERHEAD

                                                     November 6, 2002



Skyworks Solutions, Inc.
20 Sylvan Road
Woburn, Massachusetts  01801
ATTENTION: Paul E. Vincent
           Chief Financial Officer


Gentlemen:

         Reference is made to the Tax Allocation Agreement (the "TAX ALLOCATION
AGREEMENT") dated as of June 25, 2002 by and among Conexant Systems, Inc.
("CONEXANT"), Washington Sub, Inc. and Skyworks Solutions, Inc. (formerly known
as Alpha Industries, Inc.) ("SKYWORKS"). This letter agreement (this "LETTER
AGREEMENT") will confirm our understanding with respect to amendments to Section
3.02 and Schedule 3.02(b) of the Tax Allocation Agreement and the scope of any
continuing indemnification by Skyworks for Distribution Taxes (as defined in the
Tax Allocation Agreement). Capitalized terms used in this Letter Agreement and
not otherwise defined herein shall have the meanings assigned to such terms in
the Tax Allocation Agreement.

         1.       Schedule 3.02(b) to the Tax Allocation Agreement (which
defines an Alpha Tax Act) is hereby deleted and replaced in its entirety by the
new Schedule 3.02(b) attached hereto and Section 3.02(c) of the Tax Allocation
Agreement is hereby deleted and replaced in its entirety by the words
"Intentionally Omitted".

         2.       The first sentence of Section 3.02(e) of the Tax Allocation
Agreement is amended to read as follows:

         "Notwithstanding the foregoing, an Alpha Tax Act shall not include any
         transaction or action specifically disclosed or specifically described
         in or contemplated by any of the Transaction Agreements, the Merger
         Agreement, the Stock Purchase Agreement, the Asset Purchase Agreements,
         the Refinancing Agreement between Conexant and Skyworks dated as of
         November 6, 2002 (the "Refinancing Agreement") or the First Amendment
         to the Financing Agreement among Conexant, Skyworks and the Skyworks
         Subsidiaries (as defined therein), dated as of November 6, 2002 (the
         "First Amendment to the Financing Agreement") (including the issuance
         of the Junior Notes, the Interim Convertible Notes, the



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         Senior Convertible Notes (each as defined in the Refinancing
         Agreement), or Skyworks common stock issued pursuant to the conversion
         thereof) or, except as specifically set forth in Schedule 3.01(b), any
         action taken on or prior to the Distribution Date. Notwithstanding
         anything to the contrary set forth in this Agreement or any other
         agreement to which Skyworks or any of its subsidiaries or affiliates is
         a party or by which any of their respective assets are bound, neither
         Skyworks nor any of its subsidiaries or affiliates shall be liable for
         any Distribution Taxes other than by reason of the occurrence of an
         Alpha Tax Act."

         3.       The Tax Allocation Agreement shall be amended to include a
definition of the "Amendment Date." The Amendment Date shall mean the date of
consummation of the sale by Skyworks of the Junior Notes (as contemplated by and
defined in the Refinancing Agreement).

         4.       The amendments set forth herein shall be effective upon the
effectiveness of the First Amendment to the Financing Agreement. Except as
expressly provided herein, the Tax Allocation Agreement shall remain in full
force and effect in accordance with its terms.

                  Please confirm your agreement with the foregoing by signing
and returning the enclosed copy of this Letter Agreement to the attention of
Dennis E. O'Reilly, Senior Vice President, General Counsel and Secretary, at
facsimile (949) 483-9500, telephone (949) 483-3018.



                                         Very truly yours,

                                         CONEXANT SYSTEMS, INC.



                                         By: /s/ Balakrishnan S. Iyer
                                             ---------------------------

Acknowledged and Agreed:

SKYWORKS SOLUTIONS, INC.



By: /s/ David J. Aldrich
    ---------------------------




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</DOCUMENT>
