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EXHIBIT
10(iii)(A)17
 
 To:
    
    Cindy ChristyFrom:
    
    Henry SchachtDate:
    
    January 23, 2001Re:
    
    Officer Severance Policy




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Officer Severance Policy
 Eligibility
 
    
    Lucent or Agere Officer status
    
    Participation for new officers is contingent upon Board/CEO approval
    
    Company initiated termination, other than for Cause as defined on page 2
    
    Contingent upon signing the standard, Lucent Release Agreement (including non-compete, non-solicitation provisions)
    
    All payments and benefits listed below will be offset by any individually negotiated or legally required arrangement
 Leave of Absence Payment
 
    
    24 months of base salary and target bonus
    
    Base salary will be paid monthly. Target bonus will be paid annually in December. Both payments are benefits bearing.
 Equity
 Stock Options
 
    
    Options continue vesting as scheduled during the 24 month period.
    
    At end of the 24 month period, your employment will end and options will follow normal termination provisions:
 
    
    Pension eligible Keep vested remainder of term; unvested options cancel
    
    Not Pension eligible 90 days to exercise vested; unvested options cancel
 Restricted Stock
 
    
    Restricted stock continues vesting as scheduled during the 24 month period.
 ESPP
 
    
    Your participation will continue through payroll deductions.
 Retirement Benefits
 Service Pension
 Retirement eligible:
 Not retirement eligible:
 Cash Balance Pension
 
    
    Severance pay will count towards the cash balance plan. The cash balance
is payable at the end of the 24 month period or later at employee election.
 401(k)
 
    
    Payroll deductions continue
 Health and Welfare Benefits
 
    
    Medical, Dental, Disability, Life Insurance, Car Allowance, Financial Counseling benefits continue the same as actively employed Officers.
    
    Company credit cards, home office equipment, voice mail and e-mail will be cancelled at the beginning of the 24 month period.
 Termination Provisions
 
    
    In the event you need to terminate this arrangement during the 24 month leave
period for any reason (including conflict with another employer), the Company may
approve the payment of the remaining amount of base salary and target bonus in a
lump sum. The normal voluntary termination provisions for the stock and benefit
plans will apply.




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Officer Severance Policy
 Change in Control Provisions
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    Upon or after a Change in Control (as defined in the 1996 Long Term Incentive Program
or its successor plan as in effect immediately before the Change in Control) this policy will
remain in effect.
    
    Upon or after a Change in Control (as defined in the 1996 Long Term Incentive Program or its
successor plan as in effect immediately before the Change in Control), you will also be entitled to
the benefits of this policy if you terminate your employment within three months of an event
constituting Good Reason. Good Reason is defined as follows:
 (i)
    
    the assignment to you by the Board of Directors or another representative of the Company of
duties which represent a material decrease in responsibility and are materially inconsistent
with the duties associated with your position, any reduction in your job title, or a material
negative change in the level of Officer to whom you report, or(ii)
    
    a material negative change in the terms and conditions of your employment, including a reduction
by the Company of your annual base salary or a material decrease in your target opportunity for
a Short Term Incentive Award, or(iii)
    
    the requirement to change your work location to one in a different country, even for a comparable
or superior position.
  (i)
    
    violation of Lucents code of conduct, Business Guideposts;(ii)
    
    conviction of (including a plea of guilty or nolo contendere) of a felony or any crime
of theft, dishonesty or moral turpitude, or(iii)
    
    gross omission or gross dereliction of any statutory or common law duty of loyalty to Lucent.