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                                                                       Form 10-Q

                                                                  EXECUTION COPY

                                  EXHIBIT 10.2

                                FOURTH AMENDMENT

          FOURTH AMENDMENT (this "Amendment"), dated as of February 5, 2004 to
(i) the Letter of Credit Issuance and Reimbursement Agreement, dated as of May
28, 2003 (as amended, supplemented or otherwise modified from time to time, the
"L/C Agreement"), among Lucent Technologies Inc. (the "Borrower"), the banks
from time to time parties thereto (the "L/C Banks") and JPMorgan Chase Bank, as
Administrative Agent and (ii) the External Sharing Debt Agreement, dated as of
May 28, 2003 (as amended, supplemented or otherwise modified from time to time,
the "ESD Agreement"; together with the L/C Agreement, the "Credit Agreements"),
among the Borrower, the banks from time to time parties thereto (the "ESD
Banks") and JPMorgan Chase Bank, as Administrative Agent.

     1. Defined Terms. Capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Credit Agreements.

     2. Amendment to the Credit Agreements. Section 3.12 of each Credit
Agreement is hereby amended by deleting the second sentence thereof in its
entirety.

     3. Conditions to Effectiveness of this Amendment. This Amendment shall
become effective upon the date when the Administrative Agent shall have received
this Amendment, duly executed and delivered by each of (i) the Borrower and (ii)
the Required Lucent Banks, and shall be deemed effective as of the Effective
Date.

     4. Continuing Effect of the Credit Documents. The execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of any Bank or the Administrative Agent under any of the Credit
Documents. Except as expressly amended herein, all of the provisions of the
Credit Agreements and the other Credit Documents are and shall remain in full
force and effect in accordance with the terms thereof and are hereby in all
respects ratified and confirmed.

     5. Representations and Warranties. To induce the Administrative Agent and
the Banks parties hereto to enter into this Amendment, the Borrower hereby
represents and warrants to the Administrative Agent and the Banks that, after
giving effect to this Amendment, (a) the representations and warranties set
forth in Article III in each of the Credit Agreements are true and correct in
all material respects on and as of the date hereof, except to the extent such
representations and warranties expressly relate to a specific earlier date, in
which case such representations and warranties were true and correct in all
material respects as of such earlier date, and (b) no Default or Event of
Default shall have occurred and be continuing as of the date hereof.



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     6. Counterparts. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts (including by facsimile),
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.

     7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     8. Expenses. The Borrower agrees to pay or reimburse the Administrative
Agent for all of its out-of-pocket costs and expenses incurred in connection
with the preparation, negotiation and execution of this Amendment, include the
fees and disbursements of counsel to the Administrative Agent.



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          IN WITNESS WHEREOF, each of the undersigned has caused this Amendment
to be duly executed and delivered as of the date first above written.

                                  LUCENT TECHNOLOGIES INC., as the Borrower
                                  and as a Grantor


                                  By:
                                      ------------------------------------------
                                      Name: Denise B. McGlone
                                      Title: Assistant Treasurer


                                  JPMORGAN CHASE BANK, as the
                                  Administrative Agent, as an L/C Bank and as an
                                  ESD Bank


                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:


                                  CITIBANK, N.A., as an L/C Bank and as an ESD
                                  Bank


                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title: