Exhibit 10.2


Amendment to Severance Agreement


THIS AMENDMENT to the Severance Agreement dated                          
(the “Agreement”) by and between Avaya Inc, a Delaware corporation, and                          
(the “Executive”) is entered into as of the        
day of                          
2007.


WHEREAS, Section 409A of the Internal Revenue Code (the “Code”), as
enacted by the American Jobs Creation Act of 2004, imposes income and excise
taxes on deferred compensation for executives when such deferred compensation
fails to satisfy its requirements; and


WHEREAS, the Department of Treasury and Internal Revenue Service have
recently issued final regulations concerning deferred compensation arrangements
under Section 409A of the Code; and


WHEREAS, Avaya Inc. and the Executive have entered into the Agreement
and that Agreement may provide, directly or indirectly, for the deferral of
compensation as defined in the final Code Section 409A regulations; and


WHEREAS, Avaya Inc. and the Executive desire to amend the Agreement to
ensure compliance with the requirements of Code Section 409A;


NOW, THEREFORE, for and in consideration of the premises and mutual
covenants and agreements contained herein, Avaya Inc. and the Executive hereby
agree to amend the Agreement in the following respects:


1.             The
following sentence is inserted immediately following the first sentence of
paragraph 3(c):


“This lump-sum amount shall be paid at the time payments are made
pursuant to Section 3(a) and (b).”


2.             The
following sentence is inserted at the end of paragraph 3(d):


“To the extent any reimbursements under such medical coverage are
taxable to the Executive, in no event shall such amounts be paid to the
Executive after the last day of the calendar year following the calendar year
in which the relevant medical expense was incurred.”


3.             The
following sentence is inserted at the end of paragraph 4(a):


“In no event shall the Gross-Up Payment be paid after the last day of
the calendar year following the calendar year in which the Executive pays the
Excise Tax.”


4.             The
following sentence is inserted after the third sentence of paragraph 4(b):













“In no event, however, shall the Gross-Up Payment be paid after the
last day of the calendar year following the calendar year in which the Executive
pays the Excise Tax.”


5.             The
following sentence is inserted at the end of paragraph 4(b):


“In no event shall the Underpayment be paid after the last day of the
calendar year following the calendar year in which the Executive pays the
Excise Tax.”


6.             Paragraph
6 is amended by replacing the phrase “on a current basis” with the following
phrase:  “on a current basis (but in no
event after the last day of the calendar year following the calendar year in
which the expense is incurred)”.


IN WITNESS WHEREOF, Avaya Inc. has caused this Amendment to be executed
by one of its duly authorized officers and the Executive has executed this
Amendment as of the day and year first written above.


	
   

  	
  AVAYA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 



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