**Exhibit10.3**

**AVAYA INC. DEFERREDCOMPENSATION PLAN**

As Amended andRestated Effective January 1, 2005

Preamble

The Avaya Inc. Deferred Compensation Plan is intendedto constitute an unfunded, deferred compensation plan maintained primarily fora select group of management or highly compensated employees and for members ofthe Board of Directors who are not employees of the Company.  The purpose of the Plan is to provide a meansby which eligible employees and non-employee Directors may defer the receipt ofcertain forms of compensation while at the same time giving the Company thepresent use of the compensation so deferred. The Plan is intended to be an employee pension benefit plan within themeaning of Section 3(2) of the Employee Retirement Income Security Act of 1974,as amended.  The Plan is not a qualifiedplan under Section 401(a) of the Internal Revenue Code of 1986, as amended (the“Code”).  Benefits under the Plan arepaid directly by the Company out of its general assets when due.  The Plan was originally effective as ofOctober 1, 2000, and is a successor plan to the Lucent Technologies Inc. (“Lucent”)Deferred Compensation Plan for the benefit of Eligible Members whose employmentwas transferred from Lucent to the Company in connection with the spinoff ofthe Company from Lucent, and for non-employee Directors of the Company who werenon-employee directors of Lucent prior to the spinoff of the Company.  The Plan is hereby amended and restatedeffective January 1, 2005 to comply with Code Section 409A as enacted bythe American Jobs Protection Act of 2004. The Plan, as amended and restated herein, shall apply to amountsdeferred after December 31, 2004. Amounts deferred before January 1, 2005, shall be governed by the Plandocument in effect on December 31, 2004.

# **Section1.****             ****Definitions.**

As used in the Plan, the following terms shall havethe meanings set forth below:

## (a) “Account” shall mean, for eachParticipant, such Participant’s Deferred Cash Equivalent Account and DeferredShare Equivalent Account.

## (b) “Administrator” shall mean the SeniorVice President of Human Resources of the Company.

## (c) “Affiliate” shall mean (i) any Personthat directly, or through one or more intermediaries, controls, or iscontrolled by, or is under common control with, the Company or (ii) any entityin which the Company has a significant equity interest, as determined by theCommittee.

## (d) “Beneficiary” shall mean the individualor individuals designated by the Participant pursuant to Section 4(g) toreceive amounts credited to his or her Account at death.

## (e) “Board” shall mean the Board of Directorsof the Company.

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## (f) “Code” shall mean the Internal RevenueCode of 1986, as amended.

## (g) “Committee” shall mean the CorporateGovernance and Compensation Committee of the Board (or any successorcommittee).

## (h) “Company” shall mean Avaya Inc.

## (i) “Deferral Election” shall mean a writtenelection, in a form prescribed by the Administrator, to defer receipt ofIncentive Awards or Retainer Payments otherwise payable to a Participant.

## (j) “Deferred Cash Equivalent Account” shallmean a book-entry account in the name of a Participant maintained in theCompany’s records with entries denominated in dollars.

## (k) “Deferred Share Equivalent Account” shallmean a book-entry account in the name of a Participant maintained in theCompany’s records with entries denominated in Share equivalents.

## (l) “Director” shall mean any non-employeemember of the Board.

## (m) “Disability” shall mean a medicallydeterminable physical or mental impairment of the Participant which can be ex pectedto result in death or to last for a continuous period of not less than twelvemonths, and for which the Participant is receiving income replacement benefitsfor a period of at least three months under Avaya Inc. Long-Term DisabilityPlan for Salaried Employees.

## (n) “Distribution Change in Control” shallmean the change in ownership of the Company, the change in effective control ofthe Company, or the change in ownership of a substantial portion of theCompany, as described below.

### (1)           Changein Ownership of the Company.  Any onePerson, or more than one Person Acting as a Group, acquires ownership of stockof the Company that, together with stock held by such Person or Group,constitutes more than 50%  of the total fairmarket value or total voting power of the stock of the Company.  Notwithstanding the foregoing, for purposesof this paragraph, if any one Person, or more than one Person Acting as aGroup, is considered to own more than 50% of the total fair market value ortotal voting power of the stock of the Company, the acquisition of additionalstock by the same Person or Persons is not considered to cause a Change inControl.

### (2)           Changein Effective Control of the Company.

#### (A)          anyone Person, or more than one Person Acting as a Group, acquires (or hasacquired during the 12-month period ending on the date of the most recentacquisition by such 

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#### Person orPersons) ownership of stock of the Company possessing 30%  or more of the total voting power of thestock of the Company; or

#### (B)           amajority of the members of the Company’s Board of Directors is replaced duringany 12-month period by directors whose appointment or election is not endorsedby a majority of the members of the Company’s Board of Directors before thedate of the appointment or election.

#### (C)           Notwithstandingthe foregoing, for purposes of this paragraph, if any one Person, or more thanone Person Acting as a Group, is considered to effectively control the Company,the acquisition of additional control of the Company by the same Person orPersons is not considered to cause a Change in Control.

### (3)           Changein Ownership of a Substantial Portion of the Company’s Assets.  Any one Person, or more than one PersonActing as a Group, acquires (or has acquired during the 12-month period endingon the date of the most recent acquisition by such Person or Persons) assetsfrom the Company that have a total gross fair market value equal to or morethan 40% of the total gross fair market value of all of the assets of theCompany immediately prior to such acquisition or acquisitions.  For purposes of this paragraph, “gross fairmarket value” means the value of the assets of the Company, or the value of theassets being disposed of, determined without regard to any liabilitiesassociated with such assets. Notwithstanding the foregoing, a transfer of assets by the Company isnot treated as a Change in Control if the assets are transferred to:

#### (A)          ashareholder of the Company (immediately before the asset transfer) in exchangefor or with respect to its stock;

#### (B)           anentity, 50% or more of the total value or voting power of which is owned,directly or indirectly, by the Company;

#### (C)           aPerson, or more than one Person Acting as a Group, that owns, directly orindirectly, 50% or more of the total value or voting power of all theoutstanding stock of the Company; or

#### (D)          anentity, at least 50% of the total value or voting power of which is owned,directly or indirectly, by a Person, or more than one Person Acting as a Group,that owns, directly or 

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#### indirectly,50% or more of the total value or voting power of all the outstanding stock ofthe Company.

### (4)           “Person”and “Acting as a Group”.  For purposes ofthis Section/(m):

#### (A)          “Person”shall have the meaning set forth in Sections 13(d) and 14(d) of the SecuritiesExchange Act of 1934, as amended.

#### (B)           Personswill be considered to be “Acting as a Group” if they are owners of acorporation that enters into a merger, consolidation, purchase or acquisitionof stock or assets, or similar business transaction with the Company.  If a Person, including an entity, owns stockin both corporations that enter into a merger, consolidation, purchase oracquisition of stock or assets, or similar transaction, such shareholder isconsidered to be Acting as a Group with other shareholders in a corporationprior to the transaction giving rise to the change and not with respect to theownership interest in the other corporation. Notwithstanding the foregoing, Persons will not be considered to beActing as a Group solely because they purchase or own stock or assets of thesame corporation at the same time, or as a result of the same public offering.

## (o) “Distribution Events” shall mean theevents designated by a Participant pursuant to Section 4(a).

## (p) “Exchange Act” shall mean the SecuritiesExchange Act of 1934, as amended.

## (q) “Eligible Member” shall mean an Officer,a Director, Other Participant or another person or group of employees who isdesignated by the Administrator as an Eligible Member.

## (r) Unforeseeable Emergency shall mean asevere financial hardship to the Participant resulting from a sudden orunexpected illness or accident of a Participant or his or her dependent (asdefined in Code Section 152(a)), loss of the Participant’s property due tocasualty, or other similar extraordinary and unforeseeable circumstancesarising as a result of events beyond the control of the Participant thatconstitute an Unforeseeable Emergency within the meaning of Code Section 409A.

## (s) “Incentive Award” shall mean amountspayable in any form other than cash under the Short Term Plan, any other bonuspayment, performance award, stock unit award or other award under any of theOther Avaya Plans (other than options), and any dividend equivalent paymentunder the Other Avaya Plans.

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## (t) “NYSE” shall mean the New York StockExchange, Inc.

## (u) “Officer” shall mean the Chief ExecutiveOfficer and any Senior Vice President or Group Vice President of the Company.

## (v) “Other Avaya Plans” shall mean the AvayaInc. Long Term Incentive Plan for Management Employees and the Avaya Inc. 2004Long Term Incentive Plan, as those plans may be amended from time to time, andshall include any successor plans to the Other Avaya Plans.

## (w) “Other Participant” shall mean anyemployee of the Company or any of its Affiliates, but only if the Administratordetermines that such employee shall be eligible to participate in the Plan.

## (x) “Participant” shall mean an EligibleMember who delivers a Deferral Election to the Company. A person shall notcease being a Participant if the person ceases being an Eligible Member, if theperson has an Account with a positive balance.

## (y) “Participating Company” shall mean theCompany and any of its Affiliates.

## (z) “Payment Election” shall mean aParticipant’s election pursuant to Section 4(a).

## (aa)    “Performance Based Compensation” shall mean asdefined in Regulation Section 1.409A-1(e).

## (bb)   “Person” shall mean any individual, corporation,partnership, association, joint-stock company, trust, unincorporated organization,limited liability company, other entity or government or political subdivisionthereof.

## (cc)    “Plan” shall mean this Avaya Inc. DeferredCompensation Plan.

## (dd)   “Plan Year” shall mean each twelve (12) consecutivemonth period commencing January 1 and ending on December 31 of thesame calendar year.

## (ee)    “Potential Change in Control” shall mean:

### (1)           thecommencement of a tender or exchange offer by any third Person which, ifconsummated, would result in a Change in Control;

### (2)           theexecution of an agreement by the Company, the consummation of which wouldresult in the occurrence of a Change in Control;

### (3)           thepublic announcement by any Person (including the Company) of an intention totake or to consider taking actions which if consummated would constitute aChange in Control other than through a contested election for directors of theCompany; or

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### (4)           theadoption by the Board, as a result of other circumstances, including, withoutlimitation, circumstances similar or related to the foregoing, of a resolutionto the effect that a Potential Change in Control has occurred.

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

## (ff)     “Retainer Payments” shall mean any amounts payableto a Director for service as a Director.

## (gg)   “Separation from Service” shall mean for aParticipant who is an Employee, that he or she ceases to perform services forthe Company and all Affiliates of the Company, or such services decrease to alevel that is 20 percent or less than the average level of services performedby the Participant over the immediately preceding 36-month period.  However, temporary absence from employmentbecause of vacation or approved leaves of absences, and transfers of employmentamong the Company and its Affiliates shall not be considered a Separation fromService or an interruption of employment. Separation from Service shall mean for a Participant who is a Directorthat he or she has ceased to be a Director.

## (hh)   “Shares” shall mean the shares of common stock, $.01par value, of the Company.

## (ii)      “Short Term Plan” shall mean the Avaya Short TermIncentive Plan.

## (jj)      “Vesting Change in Control” shall mean thehappening of any of the following events:

### (1)           Anacquisition by any individual, entity or group (within the meaning of Section13(d)(3) or 14(d)(2) of the Exchange Act) (an “Entity”) of beneficial ownership(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% ormore of either (A) the then outstanding shares of common stock of the Company(the “Outstanding Company Common Stock”) or (B) the combined voting power ofthe then outstanding voting securities of the Company entitled to votegenerally in the election of directors (the “Outstanding Company VotingSecurities”); excluding, however, the following:  (1) any acquisition directly from theCompany, other than an acquisition by virtue of the exercise of a conversionprivilege unless the security being so converted was itself acquired directlyfrom the Company,  (2) any acquisition bythe Company,  (3) any acquisition by anyemployee benefit plan (or related trust) sponsored or maintained by the Companyor any 

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### corporationcontrolled by the Company, or (4) any acquisition by any corporation pursuantto a transaction which complies with clauses (A), (B) and (C) of subsection (3)of this Section 1(f); or

### (2)           A change in the composition of the Board duringany two year period such that the individuals who, as of the beginning of suchtwo year period, constitute the Board (such Board shall be hereinafter referredto as the “Incumbent Board”) cease for any reason to constitute at least amajority of the Board; provided, however, that for purposes ofthis definition, any individual who becomes a member of the Board subsequent tothe beginning of the two year period, whose election, or nomination forelection by the Company’s shareowners, was approved by a vote of at least amajority of those individuals who are members of the Board and who were alsomembers of the Incumbent Board (or deemed to be such pursuant to this proviso)shall be considered as though such individual were a member of the Incumbent Board;and provided, furtherhowever, that any such individualwhose initial assumption of office occurs as a result of or in connection witheither an actual or threatened election contest (as such terms are used in Rule14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual orthreatened solicitation of proxies or consents by or on behalf of an Entityother than the Board shall not be so considered as a member of the IncumbentBoard; or

### (3)           The approval by the shareowners of theCompany of a merger, reorganization or consolidation or sale or otherdisposition of all or substantially all of the assets of the Company (each, a “CorporateTransaction”) or, if consummation of such Corporate Transaction is subject, atthe time of such approval by shareowners, to the consent of any government orgovernmental agency, the obtaining of such consent (either explicitly orimplicitly by consummation); excluding however, such a Corporate Transactionpursuant to which (A) all or substantially all of the individuals and entitieswho are the beneficial owners of the Outstanding Company Common Stock andOutstanding Company Voting Securities immediately prior to such CorporateTransaction will beneficially own, directly or indirectly, more than 60% of theoutstanding shares of common stock, and the combined voting power of the thenoutstanding voting securities entitled to vote generally in the election ofdirectors of the corporation resulting from such Corporate Transaction(including, without limitation, a corporation or other Person which as a resultof such transaction owns the Company or all or substantially all of the Company’sassets either directly or through one or more subsidiaries (a “Parent Company”))in substantially the same proportions as their ownership, immediately prior tosuch Corporate Transaction, of the Outstanding Company Common 

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### Stock and Outstanding Company Voting Securities, (B) no Entity (otherthan the Company, any employee benefit plan (or related trust) of the Company,such corporation resulting from such Corporate Transaction or, if reference wasmade to equity ownership of any Parent Company for purposes of determiningwhether clause (A) above is satisfied in connection with the applicableCorporate Transaction, such Parent Company) will beneficially own, directly orindirectly, 20% or more of the outstanding shares of common stock of thecorporation resulting from such Corporate Transaction or the combined votingpower of the outstanding voting securities of such corporation entitled to votegenerally in the election of directors unless such ownership resulted solelyfrom ownership of securities of the Company prior to the Corporate Transaction,and (C) individuals who were members of the Incumbent Board will immediatelyafter the consummation of the Corporate Transaction constitute at least amajority of the members of the board of directors of the corporation resultingfrom such Corporate Transaction (or, if reference was made to equity ownershipof any Parent Company for purposes of determining whether clause (A) above issatisfied in connection with the applicable Corporate Transaction, of theParent Company); or

### (4)           The approval by the shareowners of theCompany of a complete liquidation or dissolution of the Company.

# **Section2.****             ****Deferral Elections.**

## (a)   **Delivery andEffectiveness of Deferral Elections**.

##### (i)            A Participant may elect to defer receipt ofany non-Performance Based Incentive Award with a performance period of at least13 months by delivering a Deferral Election to the Administrator not later thanthe 30th day following the date the Incentive Award isgranted.

##### (ii)           A Participant may elect to defer receipt ofany Performance Based Incentive Award by delivering a Deferral Election to theAdministrator not later than six months before the end of the performanceperiod to which such Incentive Award relates, provided, however,that the amount payable under the Performance Based Incentive Award is notreadily ascertainable when such Deferral Election is made.

##### (iii)          A Participant may elect to defer receipt of aRetainer Payment by delivering a Deferral Election to the Administrator notlater than the December 31st preceding the calendar year in which theRetainer Payment is earned.  A Director’sDeferral Election may relate to all or part of the Retainer Payments otherwisepayable to the Director. Notwithstanding the foregoing, a newly-electedDirector may deliver a Deferral Election to the Administrator within 30 daysafter his or her election to the 

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##### Board of Directors, which Deferral Electionshall be effective for all Retainer Payments relating to services after thedate on which the Deferral Election is delivered to the Administrator.

## (b)   **Contents ofDeferral Elections**. Each Deferral Election shall specify the typesof compensation covered by such Deferral Election, the effective date of theDeferral Election and shall contain the Participant’s elections under Section4(a).

## (c)   **Modification andRenewal of Deferral Elections**. After the date specified in Section2(a), a Deferral Election shall remain effective until the Participantterminates or modifies such election by written notice to the Administrator.Any such termination or modification shall become effective immediatelyfollowing the end of the calendar year in which such notice is given. AParticipant who has terminated a Deferral Election may, so long as suchParticipant remains an Eligible Member thereafter file a new Deferral Electionin accordance with Section 2(a).

# **Section3.****             ****Participant Accounts.**

## (a)   **Deferred Cash EquivalentAccount**. (i) The portion of a Director’s Retainer Payment deferredunder Section 2 that the Participant elects to have credited to the DeferredCash Equivalent Account shall be credited to that account.

##### (ii)           Amounts credited to the Participant’s DeferredCash Equivalent Account shall bear interest as is determined, from time totime, by the Board.  Such rate may beapplied by the Board to a Participant’s existing balance in a Deferred CashEquivalent Account or to amounts subsequently credited to such Participant’sAccount.  The determination of theapplicable interest rate by the Board pursuant to this Section 3 shall bewithin its sole discretion and its decision shall be conclusive, final andbinding upon all parties concerned. Interest shall accrue from the date theRetainer Payment would otherwise have been paid to the Participant. Interestshall be credited to Deferred Cash Equivalent Accounts at the end of eachfiscal quarter of the Company.

## (b)   **Deferred Share Equivalent Account**.  (i)  The following amounts deferred under Section 2 shall be creditedto a Participant’s Deferred Share Equivalent Account:

#### (A)          IncentiveAwards;

#### (B)           thatportion of a Director’s Retainer Payment that would have been paid in Companystock if the Participant had not made a deferral election pursuant to Section2; and

#### (C)           thatportion of a Director’s Retainer Payment that the Participant elects to havecredited to such account.

(ii)           Cash amounts creditedto a Participant’s Deferred Share Equivalent Account shall be converted to thenumber of Share equivalents determined by dividing such cash amount by theConversion Price. In addition, the Participant’s 

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Deferred ShareEquivalent Account shall be credited on each dividend payment date for Shares,with an amount equal to the number of Shares that could be purchased at theConversion Price with dividends that would have been payable on the number ofShares equal to the number of Share equivalents in the Participant’s DeferredShare Equivalent Account on the record date for such dividend.  “Conversion Price” means the average of thedaily high and low sale prices of Shares on the NYSE for the period of fivetrading days ending on the date such amount otherwise would have been paid tothe Participant or, in the case of a dividend equivalent, on the dividendpayment date, or the period of five trading days immediately preceding suchapplicable date if the NYSE is closed on such applicable date.

(ii)           In the event of anychange in outstanding Shares by reason of any stock dividend or stock split,recapitalization, merger, consolidation, combination or exchange of shares orother similar corporate change, the Board shall make such adjustments, if any,that it deems appropriate in the number of Share equivalents then credited toParticipants’ Deferred Share Equivalent Accounts. Any and all such adjustmentsshall be within the sole discretion of the Board and its decision in regard tosuch adjustments shall be conclusive, final and binding upon all partiesconcerned.

# **Section4.****             ****Payments.**

## (a)   **Payment Election**.  When a Participant makes a Deferral Election,he or she shall also elect applicable Distributions Events and the payment formfor each such Distribution Event.

## (b)   **DistributionEvents**. As elected by the Participant, the distribution of aParticipant’s Account shall commence on the first day of the calendar quarternext following the month in which the earlier of the following distributiondates occur:

##### (i)            The date the Participant attains the agespecified in his election, which age shall not be earlier than 55 or later than70;

##### (ii)           The date of the Participant’s Separationfrom Service;

##### (iii)          The date of the Participant’s termination ofservice as a member of the Board;

##### (iv)          The date of the Participant’s Disability; and

##### (v)           The date of the Participant’s death.

Notwithstanding theforegoing, any distribution under the Plan to a Participant who is not aDirector on account of such Participant’s Separation from Service when theCompany is Publicly traded shall be made no earlier than the seventh monthafter such Separation from Service.

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## (c)   **PaymentOptions. **(i)      The following payment options areavailable under the Plan: (A) one lump-sum payment or (B) approximately equalannual installments over a period not exceeding 10 years, provided, however,that the number of annual installments may not extend beyond the lifeexpectancy of the Participant, determined as of the date the first installmentis paid.

(ii)           Installmentpayments after the first installment payment shall be paid on the first day ofthe applicable calendar quarter in each succeeding calendar year until theentire amount subject to the installment payment option has been paid. Prior todistribution, Accounts shall continue to receive credits under Section 3(a)(ii)and Section 3(b)(ii).

## (d)   **Form ofDistributions**.  Amountscredited to a Participant’s Deferred Cash Equivalent Account shall bedistributed in cash. Amounts credited to a Participant’s Deferred ShareEquivalent Account shall be distributed as Shares, with fractional Shares beingpaid in cash.

## (e)   **UnforeseeableEmergency Distributions**.  AParticipant may request that all or a portion of his or her Account balance bedistributed at any time by submitting a written request to the Administrator,provided that the Participant has incurred an Unforeseeable Emergency, and thedistribution is necessary to alleviate such Unforeseeable Emergency.  In determining whether the UnforeseeableEmergency distribution request should be approved, the Administrator shall beentitled to rely on the Participant’s representation that the UnforeseeableEmergency cannot be alleviated:

##### (i)            through reimbursement or compensation byinsurance or otherwise;

##### (ii)           by reasonable liquidation of the Participant’sassets, to the extent such liquidation would not itself cause an immediate andheavy financial need; or

##### (iii)          by cessation of contributions under the Planand other deferred compensation arrangements.

An UnforeseeableEmergency distribution may not exceed the amount necessary to alleviate suchemergency plus taxes attributable to such distribution.  The portion of the Participant’s Account thatis not distributed.  Distributions toalleviate an Unforeseeable Emergency will be made as soon as administrativelyfeasible after the Administrator has reviewed and approved the request.

## (f)    **BeneficiaryDesignation**.  A Participantmay deliver a Beneficiary designation to the Administrator designating one ormore beneficiaries for amounts credited to his or her Account at death. If aParticipant fails to designate such a Beneficiary, or the designatedBeneficiary(ies) predecease(s) him or her, payment following the death of theParticipant shall be made to the Participant’s surviving spouse or, if there isno surviving spouse, to the Participant’s estate.  A Participant may change his or herdesignated Beneficiary or Beneficiaries at any time by delivering a newBeneficiary designation to the Administrator.

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# **Section5.****             ****Change in Control.**

Notwithstanding any provision of this Plan to thecontrary, a Participant shall be 100 percent vested in his or her Account uponthe occurrence of a Vesting Change in Control. Notwithstanding any Payment Election, the aggregate amount credited to aParticipant’s Account shall be paid in one lump-sum payment as soon as practicablefollowing a Distribution Change in Control, but in no event later than 90 daysafter such Distribution Change in Control.

# **Section6.****             ****Administration.**

## (a)   **Administration**.The Administrator shall have the authority to administer and to interpret the Plan.

## (b)   **Responsibilitiesand Powers of the Administrator**. In administering the Plan, theAdministrator shall have the following responsibilities:

### (1)           Toadminister the Plan in accordance with the terms hereof, and to exercise allpowers specifically conferred upon the Administrator hereby or necessary tocarry out the provisions hereof;

### (2)           Toconstrue this Plan, which construction shall be conclusive, correct anydefects, supply omissions, and reconcile inconsistencies to the extentnecessary to effectuate the Plan;

### (3)           Todetermine in his or her sole discretion the amount of benefits payable toParticipants under the Plan.  Anyinterpretation or determination made by the Plan Administrator pursuant to itsdiscretionary authority shall be final and binding on the Company, anyParticipant, and any other affected party; and

### (4)           Tokeep all records relating to Participants and such other records as arenecessary for proper operation of the Plan.

## (c)   **Actions of theAdministrator**. In carrying out the responsibilities set forth inSection 6(b):

### (1)           TheAdministrator may adopt rules and regulations necessary for the administrationof the Plan which are consistent with the provisions hereof.

### (2)           Allacts and decisions of the Administrator shall apply uniformly to allParticipants in like circumstances. Written records shall be kept of all acts and decisions.

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### (3)           TheAdministrator may delegate, in writing, any of his or her responsibilities andpowers with respect to the Plan to another individual or individuals.

## (d)   **ProfessionalAssistance.**  The Administratorshall have the right to hire, at the expense of the Company, such professionalassistants and consultants as he or she, in his or her sole discretion, deemsnecessary or advisable, including but not limited to accountants, actuaries,consultants, counsel and such clerical assistance as is necessary for properdischarge of his or her duties hereunder.

# **Section7.****             ****Miscellaneous.**

## (a)   **Benefits Payableby the Company**. All benefits payable under this Plan constitute anunfunded obligation of the Company. Payments shall be made, as due, from thegeneral funds of the Company or, in the case of Share payments, from newlyissued Shares, Shares purchased in the market, treasury Shares or otherwise.The Company may, at its option, maintain one or more bookkeeping reserveaccounts to reflect its obligations under the Plan and may make suchinvestments as it may deem desirable to assist it in meeting its obligations.Any such investments shall be assets of the Company subject to the claims ofits general creditors. No person eligible for a benefit under this Plan shallhave any right, title to, or interest in any such investments.  Nothing contained in this Section 7(a) shalllimit the ability of the Company to pay benefits through one or more grantortrusts as provided in Section 7(b). Participants are general, unsecuredcreditors of the Company. This Plan constitutes a mere promise to pay benefitsin the future.

## (b)   **Grantor Trusts**.(i) The Company shall create a grantor trust or utilize an existing grantortrust to assist it in accumulating the shares of Common Stock and cash neededto fulfill its obligations under this Plan to Directors (including formerDirectors), to which it shall be obligated to make contributions, no later thanthe date upon which any Potential Change in Control occurs, of a number ofShares and an amount of cash such that the assets of such trust are sufficientto discharge all of the Company’s obligations under this Plan to Directors(including former Directors) accrued as of the date of the Potential Change inControl. While a Potential Change in Control is pending and after any VestingChange in Control, the Company shall be obligated to make additionalcontributions at least once each fiscal quarter to the extent necessary toensure that the assets of such trust remain sufficient to discharge all suchobligations accrued as of the last day of such fiscal quarter.  If a Potential Change in Control occurs butceases to be pending without the occurrence of a Vesting Change in Control or asubsequent Potential Change in Control then the Company shall be permitted (butnot required) to cause the trustee of such trust to distribute any or all ofthe assets of the Trust to the Company.

##### (ii)           The Company may create a grantor trust orutilize an existing grantor trust to assist it in accumulating the Shares andcash needed to fulfill its obligations under this Plan to Participants who arenot Directors (or former Directors). 

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##### The Board shall determine whether it isnecessary or desirable to create such a trust and to deposit Shares and cash insuch trust to enable the Company to meets its obligations under this Plan andthe extent of any such deposit to such trust.

##### (iii)          Participants shall have no beneficial or otherinterest in any trust referred to in this Section 7(b) and the assets thereof,and their rights under the Plan shall be as general creditors of the Company,unaffected by the existence of any trust, except that payments to Participantsfrom any such trust shall, to the extent thereof, be treated as satisfying theCompany’s obligations under this Plan.

## (c)   **Obligation forPayment of Benefits.**The obligation to make a distribution ofamounts credited to a Participant’s Account shall be borne by the ParticipatingCompany which otherwise would have paid such amounts currently.  However, the obligation to make adistribution with respect to Accounts which are related to amounts creditedunder a Predecessor Plan, and with respect to which no Participating Companywould otherwise have paid the related award or deferred amount currently, shallbe borne by the Participating Company to which the Participant was assigned onOctober 1, 2000.

## (d)   **Amendment orTermination.** (i) The Board may amend the Plan or terminate the Planat any time, but such amendment or termination shall not adversely affect therights of any Participant, without his or her consent, to any benefit under thePlan to which such Participant may have previously become entitled prior to theeffective date of such amendment or termination.  Notwithstanding the foregoing, the Board mayamend the Plan as necessary to address changes in applicable law in order toassure that amounts contributed to the Plan are not subject to federal incometax before distribution or withdrawal, which amendment may (among other things)limit a Participant’s ability to withdraw amounts previously credited to his orher Account before a Distribution Event and/or limit previously availablemethods of distribution. The Administrator with the concurrence of the GeneralCounsel of the Company or his or her delegate shall be authorized to make minoror administrative changes to the Plan, as well as amendments required byapplicable federal or state law (or authorized or made desirable by suchstatutes).  Any amendment to the Plan bythe Board shall be made in writing, with or without a meeting, or shall be madein writing by the Administrator, to the extent of the aforementionedauthorization.

##### (ii)           If this Plan is to be terminated and liquidated,all deferred compensation plans of the same type under Regulation Section1.409A-1(c)(2) must also be terminated and liquidated, and no deferredcompensation plan of that same type may be established by the Company for threeyears following the termination.

## (e)   **Entire Agreement**.This Plan constitutes the entire agreement of the Company with respect to thebenefits provided herein and cannot be modified orally or in any writing otherthan as set forth in Section 7(d).

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## (f)    **Payments toIncompetents.** If a Participant entitled to receive any benefitshereunder is adjudged to be legally incapable of giving valid receipt anddischarge for such benefits, they will be paid to the duly appointed guardianof such Participant or to such other legally appointed person as theAdministrator may designate. Such payment shall, to the extent made, be deemeda complete discharge of any liability for such payment under the Plan.

## (g)   **Benefits notTransferable**. The right of any person to any benefit or paymentunder the Plan shall not be subject to voluntary or involuntary transfer,alienation or assignment and, to the fullest extent permitted by law, shall notbe subject to attachment, execution, garnishment, sequestration or other legalor equitable process.  In the event aperson who is receiving or is entitled to receive benefits under the Planattempts to assign, transfer or dispose of such right, or if an attempt is madeto subject said right to such process, such assignment, transfer, ordisposition shall be null and void.

## (h)   **Tax Withholding**.The Company is authorized to withhold from any Account or payment due under thePlan the amount of applicable withholding taxes in respect of such pay­ment orAccount and to take such other action as may be necessary in the opinion of theCompany to satisfy all obligations for the payment of such federal, state orother governmental entity tax obligation.

## (i)    **Governing Law.**Theprovisions of the Plan shall be construed in accordance with the laws of theState of Delaware.

**IN WITNESS WHEREOF**, the Companyhas caused this Plan, as amended, to be executed this 2nd day of August, 2007.

AVAYA INC.

 
| By:     | /s/Michael Harrison                                  |   |
|---------|------------------------------------------------------|--------|
|    | Michael Harrison                                     |
|    | Vice President – Total Rewards and HR Services  |
|    |                                                 |
|    |                                                 |
| Attest: | /s/Eric Sherbet                                      |   |
|    | Eric Sherbet                                         |
|    | Vice President – Law, Corporate and Securities, |
|    | and Corporate Secretary                              |

 

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