EXHIBIT
10.IIIA19



To: Janet Davidson

From: Henry Schacht

Date: March 13, 2001

Re: Special Retention Bonus

As we continue with our turnaround, it is critical for us to
remain focused and committed to successfully meet our business challenges. I am confident that we can take our company to new levels of success, and I
am counting on your continued commitment as a key player in making this happen. To reward you for your efforts and dedication, the Board has approved a
special retention bonus for you. The amount of the bonus and the payment terms are outlined in the attachment.

This special retention bonus has only been offered to select Officers, so I ask
that you keep the details of this award confidential.

I truly appreciate your efforts and look forward to working together through the
challenges ahead.

Attachment

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Attachment

Special Retention Bonus Janet Davidson

|Amount                | You are eligible to receive a retention bonus in the amount of $2,500,000. This award is subject to any applicable tax and is
non-benefit bearing for purposes of Lucents benefit plans. Please note that this award is in addition to any other incentive awards for which you
may be eligible.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|PaymentDates          | Assuming your continued employment, the following payments will be made:   50% is payable on February 1, 2002 50% is payable on December 1, 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|TerminationProvisions |   In the event you voluntarily resign or are terminated by Lucent for Cause prior to the payout date(s), this
award will be cancelled.  In the event of your death or disability prior to the payout date(s), a prorated portion of this award will be
paid to you or your estate.  If you are placed on a Company approved leave of absence under the Officer Severance Policy and you are on
this leave on the scheduled payout date(s), then this award will be paid. Please note that the Officer Severance Policy remains in effect in the event
of a Change in Control (as defined by the 1996 Long Term Incentive Program).  In the event of a Change in Control (as defined by the
1996 Long Term Incentive Program), this award would continue to be paid on the originally scheduled dates assuming your continued
employment.

Lucent Technologies Proprietary (Restricted)Solely for Authorized Persons
Having a Need to Know Pursuant to Company Instructions

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