Exhibit 10.36

SEVERANCE AGREEMENT

THIS AGREEMENT is entered into as of the 1st day of September 2003 (the "Effective Date") by and between Avaya Inc., a Delaware corporation, and
Donald K. Peterson (the "Executive").

W I T N E S S E T H

WHEREAS, the Executive currently serves as a key employee of the Company (as defined in Section 1) and the Executive's services and knowledge are valuable
to the Company in connection with the management of one or more of the Company's principal operating facilities, divisions, departments or subsidiaries; and

WHEREAS,
the Board (as defined in Section 1) has determined that it is in the best interests of the Company and its stockholders to secure the Executive's continued services and
to ensure the Executive's continued dedication and objectivity in the event of any threat or occurrence of, or negotiation or other action that could lead to, or create the possibility of, a Change in
Control (as defined in Section 1) of the Company, without concern as to whether the Executive might be hindered or distracted by personal uncertainties and risks created by any such possible
Change in Control, and to encourage the Executive's full attention and dedication to the Company, the Board has authorized the Company to enter into this Agreement.

NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, the Company and the Executive hereby agree as follows:

1.Definitions.As used in this Agreement, the following terms shall have the respective meanings set forth
below:



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For
purposes of this Agreement, any good faith determination of Good Reason made by the Executive shall be conclusive;provided, however, that an isolated,
insubstantial and inadvertent action taken in good faith and which is remedied by the Company promptly after receipt of
written notice thereof given by the Executive shall not constitute Good Reason.



A
Potential Change in Control shall be deemed to be pending until the earliest of (i) the first anniversary thereof, (ii) the occurrence of a Change in Control and (iii) the
occurrence of a subsequent Potential Change in Control.



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2.Obligations of the Executive.The Executive agrees that in the event of a Potential Change in Control, he
shall not voluntarily leave the employ of the Company without Good Reason prior to the termination of such Potential Change in Control as follows:



For
purposes of clause (a) of the preceding sentence, Good Reason shall be determined as if a Change in Control had occurred when such Potential Change in Control became known to
the Board.

3.Payments Upon Termination of Employment.



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4.Certain Additional Payments by the Company.



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provided,however, that the Company shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax
(including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this
Section 4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings,
hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in
any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate
courts, as the Company shall determine;provided further, that if the Company directs the Executive to pay such claim and sue for a refund, the Company
shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise
Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided further,
that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to
which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a
Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any
other taxing authority.



5.Withholding Taxes.The Company may withhold from all payments due to the Executive (or his beneficiary or
estate) hereunder all taxes which, by applicable federal, state, local or other law, the Company is required to withhold therefrom.

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6.Reimbursement of Expenses.If any contest or dispute shall arise under this Agreement involving
termination
of the Executive's employment with the Company or involving the failure or refusal of the Company to perform fully in accordance with the terms hereof, the Company shall reimburse the Executive, on a
current basis, for all reasonable legal fees and expenses, if any, incurred by the Executive in connection with such contest or dispute, together with interest thereon at a rate equal to the prime
rate, as published under "Money Rates" inThe Wall Street Journalfrom time to time, but in no event higher than the maximum legal rate permissible
under applicable law, such interest to accrue from the date the Company receives the Executive's statement for such fees and expenses through the date of payment thereof; provided,however, that in the event the resolution of any such contest or dispute includes a finding
denying, in total, the Executive's claims in such contest or dispute, the Executive shall be required to reimburse the Company, over a period of 12 months from the date of such resolution, for
all sums advanced to the Executive pursuant to this Section 6.

7.Operative Event.Notwithstanding any provision herein to the contrary, no amounts shall be payable hereunder
unless and until there is a Change in Control at a time when the Executive is employed by the Company.

8.Termination of Agreement.



9.Scope of Agreement.Nothing in this Agreement shall be deemed to entitle the Executive to continued
employment with the Company or its subsidiaries and, if the Executive's employment with the Company shall terminate prior to a Change in Control, then the Executive shall have no further rights under
this Agreement;provided,however, that any termination of the Executive's employment following a Change
in Control shall be subject to all of the provisions of this Agreement.

10.Successors; Binding Agreement.



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11.Notices.



12.Full Settlement; Resolution of Disputes.



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13.Employment with Subsidiaries.Employment with the Company for purposes of this Agreement shall include
employment with (i) any "subsidiary corporation" of the Company, as defined in Section 424(f) of the Code, (ii) an entity in which the Company directly or indirectly owns 50% or
more of the voting interests or (iii) an entity in which the Company has a significant equity interest, as determined by the Board or by the Corporate Governance and Compensation Committee (or
any successor committee) of the Board.

14.Governing Law; Validity.The interpretation, construction and performance of this Agreement shall be
governed by and construed and enforced in accordance with the internal laws of the State of Delaware without regard to the principle of conflicts of laws. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which other provisions shall remain in full force and effect.

15.Counterparts.This Agreement may be executed in two counterparts, each of which shall be deemed to be an
original and both of which together shall constitute one and the same instrument.

16.Miscellaneous.No provision of this Agreement may be modified or waived unless such modification or waiver
is agreed to in writing and signed by the Executive and by a duly authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior
or subsequent time. Failure by the Executive or the Company to insist upon strict compliance with any provision of this Agreement or to assert any right the Executive or the Company may have
hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or
right of this Agreement. Except as otherwise expressly set forth in this Agreement, the rights of, and benefits payable to, the Executive, his estate or his beneficiaries pursuant to this Agreement
are in addition to
any rights of, or benefits payable to, the Executive, his estate or his beneficiaries under any other employee benefit plan or compensation program of the Company.

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IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer of the Company and the Executive has executed this Agreement as of the day and year
first above written.

| |  | AVAYA INC.        
| |  | ------------------
| |  | By:               
| |  |                   
| |  | EXECUTIVE         
| |  |                   
| |  | Donald K. Peterson

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Note:
The Company has also entered into Severance Agreements, each dated as of September 1, 2003, with each of the following executive officers:

|Garry K. McGuire, Sr. |  | Chief Financial Officer and Senior Vice President, Corporate Development
|--------------------- |  | ------------------------------------------------------------------------
|Louis J. D'Ambrosio   |  | Group Vice President, Avaya Global Services                             
|David P. Johnson      |  | Group Vice President, Small and Medium Business Solutions               
|Michael Thurk         |  | Group Vice President, Enterprise Communications Group                   

Such
Severance Agreements are substantially identical to Mr. Peterson's in all material respects, except that the severance benefit for each above listed executive officer is two times the sum of
their respective annual base salaries and target bonuses. In addition, these executive officers are entitled to continuation of medical and life insurance and a pension enhancement payment for a
two-year period.

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