**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”), asenacted by the American Jobs Creation Act of 2004, imposes income and excisetaxes on deferred compensation for executives when such deferred compensationfails to satisfy its requirements; and

WHEREAS, the Department of Treasury and Internal Revenue Service haverecently issued final regulations concerning deferred compensation arrangementsunder Section 409A of the Code; and

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

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

NOW, THEREFORE, for and in consideration of the premises and mutualcovenants and agreements contained herein, Avaya Inc. and the Executive herebyagree to amend the Agreement in the following respects:

1.             Thefollowing sentence is inserted immediately following the first sentence ofparagraph 3(c):

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

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

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

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

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

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

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

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

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

6.             Paragraph6 is amended by replacing the phrase “on a current basis” with the followingphrase:  “on a current basis (but in noevent after the last day of the calendar year following the calendar year inwhich the expense is incurred)”.

IN WITNESS WHEREOF, Avaya Inc. has caused this Amendment to be executedby one of its duly authorized officers and the Executive has executed thisAmendment as of the day and year first written above.
|   | AVAYA INC. |
|--------|------------|
|   |       |
|   |       |
|   | By:        |   |   |
|   |       |
|   | EXECUTIVE  |
|   |       |
|   |       |
|   |       |   |

 

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