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                                                                    EXHIBIT 10.1

              AVAYA INVOLUNTARY SEPARATION PLAN FOR SENIOR OFFICERS

                                  PLAN DOCUMENT

                                       AND

                            SUMMARY PLAN DESCRIPTION

                          (EFFECTIVE OCTOBER 13, 2001)


THIS DOCUMENT, LIKE ALL AVAYA PLANS, PERSONNEL POLICIES OR PRACTICES, IS NOT A
CONTRACT OF EMPLOYMENT. IT IS NOT INTENDED TO CREATE, AND IT SHOULD NOT BE
CONSTRUED TO CREATE, ANY CONTRACTUAL RIGHTS, EITHER EXPRESS OR IMPLIED, BETWEEN
ANY PARTICIPATING COMPANY AND ITS EMPLOYEES. THE PRACTICES AND PROCEDURES
DESCRIED IN THIS DOCUMENT MAY BE CHANGED, ALTERED, MODIFIED OR DELETED AT ANY
TIME, WITH OR WITHOUT PRIOR NOTICE.

EMPLOYMENT AT AVAYA IS "AT-WILL". THIS MEANS THAT EMPLOYEES HAvE THE RIGHT TO
QUIT THEIR EMPLOYMENT AT ANY TIME AND FOR ANY REASON, AND AVAYA HAS THE RIGHT TO
TERMINATE ANY EMPLOYEE, AT ANY TIME AND FOR ANY REASON.

IN THE EVENT THERE IS A CONFLICT BETWEEN STATEMENTS IN THE SEPARATION PLAN AND
THE TERMS OF ANY BENEFIT PLAN, POLICY, OR PRACTICE WITH RESPECT TO THE BENEFITS
PROVIDED THEREIN, THE APPLICABLE BENEFIT PLAN, POLICY OR PRACTICE WILL CONTROL.
tHE BOARD OF DIRECTORS OF AVAYA INC. (OR ITS DELEGATE) RESERVES THE RIGHT, AT
ANY TIME, TO MODIFY, SUSPEND, CHANGE, OR TERMINATE AVAYA'S BENEFIT PLANS,
PoLICIES OR PRACTICES.

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              AVAYA INVOLUNTARY SEPARATION PLAN FOR SENIOR OFFICERS

                                  PLAN DOCUMENT
                                       AND
                            SUMMARY PLAN DESCRIPTION


A.   OVERVIEW

The Avaya Involuntary Separation Plan for Senior Officers (the "Plan"), amended
and restated effective as of October 13, 2001, as set forth herein, is designed
to provide a specific payment and certain benefit enhancements to eligible
Senior Officers of Avaya Inc. ("Avaya" or the "Company") and its affiliated
companies and subsidiaries (collectively "Participating Companies") whose
employment is involuntarily terminated under conditions described in the Plan.

B.   TYPE OF PLAN

Under Section 3(1) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), this Plan is classified and is to be interpreted as an
employee welfare benefit plan for purposes of providing specified post
employment payments and other benefits.

C.   PLAN PARTICIPATION

You are a participant in this Plan (a "Participant") if you are a regular
full-time Senior Officer, who is on the active roll of the Company (including
employees on loan to other organizations, receiving benefits under the Avaya
Short Term Disability Plan ("STD") or on a leave of absence with guaranteed
reinstatement rights), and you have been designated "At Risk" under the Avaya
Force Management Program ("FMP") Guidelines in effect at that time. For the
purposes of this Plan, "At Risk" under the FMP Guidelines means a company
initiated termination other than for "cause," which is defined as follows: (1)
conviction (including a plea of guilty or nolo contendere) of a felony or any
crime of theft, dishonesty or moral turpitude; or (2) gross omission or gross
dereliction of any statutory or common law duty of loyalty to the Company, or
(3) any other violation of Avaya's Code of Conduct. "At Risk " shall not include
any termination that is caused by, as a result of or otherwise related to a
"Change in Control" as defined in the Avaya Inc. Special Severance Plan.
Employees whose termination is caused by, as a result of or otherwise related to
a Change in Control are not eligible to participate in this Plan.

For purposes of this Plan, a Senior Officer is an Avaya Senior Officer who
reports directly to the Chief Executive Officer. The Chief Executive Officer is
not a Senior Officer for the purposes of this Plan.

For purposes of this Plan, Net Credited Service ("NCS") shall be determined in
accordance with the Avaya Pension Plan For Salaried Employees. If a Participant
is not

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eligible for the Avaya Pension Plan For Salaried Employees, NCS shall be equal
to the Participant's time on the U.S. payroll of Avaya or any member of its
controlled group of corporations (within the meaning of section 414(b) of the
Internal Revenue Code of 1986, as amended), while the corporation is part of the
control group, excluding any leave of absence or disability leave.

The Vice President - Compensation and Benefits of Avaya or his delegate shall
determine if and when this Plan, and to what organizations, positions and groups
of employees, this Plan is to be applied.

D.   ELIGIBILITY TO RECEIVE BENEFITS

If you are a Participant, you are eligible to receive the benefits described in
Section F upon the involuntary termination of your employment pursuant to the
terms of this Plan, on your Scheduled Off-Payroll Date as set forth in Section
E.

E.   SCHEDULED OFF-PAYROLL DATE

Your Scheduled Off-Payroll Date will be the date that is specified in the
written notice you receive confirming your designation as "At Risk", which date
will be thirty (30) days from the date of that notice. It is expected that,
subject to the transition requirements of your business organization, you will
use all accrued unused vacation prior to your Scheduled Off-Payroll Date. If you
are unable to do so because of business transition needs, you will be paid for
unused vacation days for the current calendar year and any carry-over days
approved prior to the beginning of the current fiscal year. You will not receive
pay in lieu of floating holidays and designated holidays if these days are not
taken prior to terminating employment, unless required by state law.

F.   PLAN PAYMENTS AND BENEFITS

The Post-Employment Payments and Benefits described in this Section F of the
Plan constitute the exclusive post-employment payments and benefits that a
Senior Officer who is terminated under the FMP guidelines is entitled to receive
and are provided in lieu of any post-employment benefits available under any
other applicable severance plan, program, policy, individually negotiated
separation agreement or other individual arrangement of or with a Participating
Company.

1.   POST-EMPLOYMENT PAYMENT

A Participant who becomes eligible to receive benefits under this Plan, shall be
entitled to receive a Post-Employment Payment under this Section F.1. in the
amount of one hundred and fifty percent (150%), of final annual base salary if
the Participant elects to sign and does not revoke a Termination Agreement and
Release in accordance with the provisions of Section G of this Plan.

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2.   ANNUAL INCENTIVE

You may be eligible to receive a pro rata portion of your short-term incentive
payment. The portion of the incentive payment to which you will be entitled will
be determined in accordance with existing practice and the terms of any
short-term incentive plan providing for such payments, subject to both company
and individual performance.

3.   STOCK OPTIONS

Vesting or cancellation of stock options, restricted stock units or other
long-term awards granted prior to your actual termination date shall be in
accordance with the terms and conditions of the Avaya Inc. Long Term Incentive
Program or other long-term incentive plan or program pursuant to which you have
been provided options and your award agreements.

4.   FINANCIAL COUNSELING

If you are not Service Pension eligible, you will continue to be eligible for
Company paid financial counseling services for three (3) months after the month
in which your employment terminates, up to your prorated benefit amount.

If you are Service Pension eligible, you will be entitled to financial
counseling services for one full year from your actual termination date up to
your annual benefit amount in accordance with current practice.

5.   OUTPLACEMENT SERVICES

You will be entitled to receive individual services of a Company paid
outplacement consultant for one year from your off roll date, in accordance with
customary practice for Senior Officers.

6.   OTHER PERQUISITES

All other Senior Officer Perquisites will end as of your last day on the active
payroll. These include, but are not limited to: monthly car allowances, use of
company chauffeurs, aircraft, executive travel, etc.

7.   METHOD OF PAYMENT

To receive your Post-Employment Payment, you must sign the Termination Agreement
and Release (Exhibit "A") and return it to the Executive Compensation and
Benefits Manager of Avaya within forty-five days of your actual termination
date. The Post Employment Payment shall be paid in a lump sum within 45 days
after receipt of the validly executed and delivered Termination Agreement and
Release, but not sooner than the expiration of the seven (7) day revocation
period during which you may revoke

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the Termination Agreement and Release. Revocation during that period will result
in ineligibility for payment.

G.   TERMINATION AGREEMENT AND RELEASE

A Participant who is otherwise eligible to receive a Post Employment Payment
under Section F.1 shall not be entitled to receive any of such benefits until
the Participant has signed a Termination Agreement and Release (a copy of which
is attached hereto as Exhibit "A") which releases and discharges Avaya, its
benefit committees, and all of its affiliates, subsidiaries, resulting new
entities, and the respective successors and assigns, and the respective
shareholders, officers, directors, employees and members of all of the named
entities from all claims, demands or causes of action of any kind whatsoever
arising out of your employment and the termination of your employment.

H.   WITHHOLDINGS

The amount of the Post-Employment Payment paid pursuant to this Plan is subject
to the withholding of federal, state and local taxes, FICA (Social Security
taxes), and FUTA and SUTA (unemployment taxes) at the time of payment and will
be reported on IRS form W-2. Payment will not be reduced for contributions to,
or be recognized under, any Avaya employee or Senior Officer benefit plan or
program.

I.   PAYMENT UPON DEATH, DISABILITY OR LEAVE OF ABSENCE

1.   DEATH

If you should die on or before your actual termination date, no payments will be
made or benefits provided under this Plan. You will be treated as if you had
died as an active employee and your estate or your beneficiaries will be
entitled to the customary benefits payable upon the death of an active Senior
Officer. If you should die after your actual termination date, but before
payment is made, your Post-Employment Payment, if applicable, will be made to
your lawful spouse or, if you are not survived by a lawful spouse, to your
estate in a single lump sum as soon as practicable after your death, provided
you or the executor of your estate has signed and has not revoked a Termination
Agreement and Release in accordance with the provision of Section G of this
Plan.

2.   DISABILITY AND LEAVES OF ABSENCE

If you are receiving disability benefits or you are on a leave of absence with a
right to guaranteed reinstatement prior to terminating employment, any payments
under this Plan to you shall be computed and paid as follows:

         (a)  EMPLOYEES RECEIVING DISABILITY BENEFITS:

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         No payment under this Plan will be made until your employment is
         formally terminated at the time your benefits under the Short Term
         Disability Plan stop. Any payments due under this Plan shall be reduced
         by the full amount of any disability benefits paid subsequent to your
         Scheduled Off-Payroll Date.

         (b)  EMPLOYEES ON A LEAVE OF ABSENCE WITH GUARANTEED RIGHT OF
         REINSTATEMENT:

         Payments computed under this Plan will not be payable until after your
         employment is formally terminated at the conclusion of your leave of
         absence.

J.   FORFEITURE

You will forfeit all or a portion of your benefits, including the benefits
listed under section K, under the following circumstances:

1.   RE-EMPLOYMENT

If, within one year of your actual termination date, you become employed by: (i)
Avaya, or (ii) any entity within Avaya's controlled group of corporations within
the meaning of Section 1563 of the Internal Revenue Code or (iii) any other
company which participates in Avaya's U.S. pension plans or (iv) any of the
successors or assigns of any of them, you will be required to repay to Avaya
that portion of the Post-Employment Payment which relates to the part of the
year that you are re-employed. That portion will be determined as follows: the
Post-Employment Payment will be multiplied by a fraction, the numerator of which
is the number of complete months (of the 12 month period following your actual
termination date) during which you were re-employed and the denominator of which
is 12. The result will be the amount that you must repay to the Company.

2.   DISPOSITIONS AND OUTSOURCING

If, in connection with, as a result of or in anticipation of a disposition or a
sale of any portion of the stock or assets of Avaya or an outsourcing of any of
Avaya's products, services, processes or other business concerns a Participant
is offered an opportunity, (i) to perform services as an employee with the
purchaser or service provider or (ii) to provide consulting services or to
otherwise render services to a purchaser or service provider as an employee,
independent contractor, consultant or in any other capacity, full- or part-
time, at any time within the ninety (90) day period immediately following the
participant's termination of employment with the Company, then such participant
must repay the entire Post Employment Payment described in Section F to the
Company from which his or her employment was terminated and will cease receiving
benefits described in section K effective as of the date of such hiring.

3.   VIOLATION OF AVAYA CODE OF CONDUCT OR PROPRIETARY INFORMATION

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Notwithstanding any other provision of this Plan, if, as determined by the Vice
President - Compensation and Benefits of Avaya, you violate Avaya's Code of
Conduct and/or fail to continue to fulfill your obligations not to disclose the
Company's private, confidential or proprietary information, you shall not be
entitled to receive a payment or if payment has been made you will be required
to repay the Post Employment Payment in its entirety to the Company.

K.   MEDICAL, LIFE INSURANCE, AND OTHER BENEFITS

The provisions regarding medical, dental, and life insurance coverages are
outlined below. For a description of the provisions of such coverages, including
administration of or rights of Participants under any of Avaya's health (include
COBRA rights) or life insurance plans, please consult the applicable plan
documents, which control, and the respective Summary Plan Descriptions for
active and retired employees. In the event there is a conflict between the
material in this Plan and the terms of the respective benefit plan documents,
the benefit plan documents will control and govern the operation of such plans.
Avaya reserves the right to modify, suspend, change or terminate the benefit
plans described in this Section K at any time and without prior notice to
Participants.

1.   SERVICE PENSION ELIGIBLE EMPLOYEES

If you are eligible to retire with a service pension under the service based
program of the Avaya Inc. Pension Plan for Salaried Employees or the Avaya Inc.
Pension Plan, health and life insurance coverage will be available under the
provisions that normally apply to retiring service pensioners.

2.   NON-SERVICE PENSION ELIGIBLE EMPLOYEES

Certain other benefits are continued for non-service pension eligible
Participants as described below:

     (a)  MEDICAL EXPENSE PLAN

     If you have five or more years of Net Credited Service ( NCS) the Company
     will pay for your coverage to continue on the same basis as for active
     employees under the Medical Expense Plan for six (6) months after the month
     in which your employment terminates. After that, you can continue coverage
     under COBRA for up to an additional twelve (12) months by paying the COBRA
     rate of 102%.

     If you have at least one year but less than five years of NCS, the Company
     will pay for your coverage to continue on the same basis as for active
     employees under the Medical Expense Plan for three (3) months after the
     month in which your employment terminates. After that, you can continue
     coverage under COBRA for up to an additional fifteen (15) months by paying
     the COBRA rate of 102%.

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     If you have less than one year of NCS, you can continue Medical Expense
     Plan coverage under COBRA for up to 18 months after the month in which your
     employment terminates by paying the COBRA rate of 102%.

     If you are enrolled in an HMO at termination, your HMO coverage will be
     continued for the same period as described above. All coverage continued
     for you and your eligible dependents will be the same as the coverage
     provided while you were an active employee, subject to the terms of the
     Medical Expense Plan and provided that you continue to pay your share of
     the cost of the HMO premium.

     You should immediately notify the COBRA administrator if you become covered
     under another group health plan.

     (b)  DENTAL EXPENSE PLAN

     You may continue plan coverage under the Dental Expense Plan under COBRA
     for up to 18 months after the month in which your employment terminates by
     paying the COBRA rate of 102% of the applicable premium for coverage.

NOTE: THE COMPANY PROVIDES PARTICIPANTS WITH UP TO 18 MONTHS OF CONTINUING
HEALTH CARE COVERAGE (MEDICAL EXPENSE PLAN, DENTAL EXPENSE PLAN, AND HEALTH CARE
REIMBURSEMENT ACCOUNT PLAN) UNDER COBRA WHEN THEY LEAVE THE ACTIVE PAYROLL, AT
THE PARTICIPANT'S EXPENSE. THE 18 MONTHS OF CONTINUING COBRA COVERAGE WILL RUN
CONCURRENTLY WITH THE PERIODS DESCRIBED ABOVE. THE PARTICIPANT WILL RECEIVE A
COBRA PACKAGE AFTER HE OR SHE LEAVES THE ACTIVE PAYROLL, INCLUDING APPROPRIATE
CURRENT HEALTH CARE COVERAGE OPTIONS AND BILLING INFORMATION.

     (c)  LIFE INSURANCE

     If you are not Service Pension eligible, your coverage under the Avaya Inc.
     Executive Life Insurance Program will continue, at your expense, for as
     long as you continue to pay the premiums after the month in which your
     employment actually terminates.

     If you are Service Pension eligible and participate in the service based
     program of the Avaya Inc Pension Plan for Salaried employees your coverage
     under the Avaya Inc. Executive Life Insurance Program will continue based
     on the following schedule. At retirement, your pre-retirement executive
     life insurance will be reduced by 10%. Over each of the next four years,
     another 10% reduction will be made at the anniversary of your retirement
     date until a 50% level is achieved. This coverage will be paid by the
     company. You will be subject to imputed income based on the amount of life
     coverage provided.

     (d) SUPPLEMENTARY LIFE INSURANCE. Regardless of retirement eligibility,
     your coverage of one to five times total annual pay can be continued by
     paying your premiums directly to the insurance carrier. Please contact
     MetLife at 888-466-8659.

     (e)  DEPENDENT GROUP LIFE INSURANCE

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     You may continue plan coverage under the Avaya Inc. Dependent Group Life
     Insurance Plan for up to three (3) months after the month in which your
     employment terminates by paying the group premium directly to the insurance
     carrier. At the end of the three (3) month period, you can request
     conversion to an individual policy by contacting MetLife, the insurance
     carrier, at 888-466-8659.

     (f)  ACCIDENTAL LOSS INSURANCE DEATH AND DISMEMBERMENT.

     Your coverage for up to one times total annual pay (as defined in the Avaya
     Inc. Group Life Insurance Program) will continue, at Company expense, for
     six (6) months after the month in which your employment terminates.

     (g)  SUPPLEMENTARY ACCIDENTAL LOSS INSURANCE.

     You may continue your coverage of one to five times total annual pay (as
     defined in the Avaya Inc. Group Life Insurance Program) for up to six (6)
     months after the month in which your employment terminates by paying the
     group premium directly to the insurance carrier. Please contact MetLife at
     888-466-8659. Accidental Loss Insurance cannot be converted to an
     individual policy.

     (h)  DEPENDENT ACCIDENTAL LOSS INSURANCE

     You may continue coverage under the Avaya Inc. Dependent Accidental Loss
     Insurance Plan for up to three (3) months after the month in which your
     employment terminates by paying the group premium directly to the insurance
     carrier. Dependent Accidental Loss Insurance cannot be converted to an
     individual policy.

     (i)  LONG-TERM CARE

     You may elect to continue coverage through the carrier by paying the group
     premium directly to the carrier.

     (j)  REIMBURSEMENT ACCOUNTS

     You may continue to submit claims incurred through your last day on the
     payroll up to the amount elected for that plan year in the Avaya Inc.
     Health Care Reimbursement Account Plan (HCRA). You may also continue to
     submit claims incurred through the end of the plan year up to the amount
     contributed through your last day on the payroll in the Avaya Child/Elder
     Care Reimbursement Account Plan (CECRA). Claims under both programs may be
     submitted through April 15 of the following year after your termination.
     You may choose to continue to participate in the Avaya Health Care
     Reimbursement Account Plan, through COBRA, on an after-tax basis by making
     monthly deposits to the account.

     (k) VOLUNTARY BENEFITS PROGRAM

     Coverage under the Voluntary Benefit Program, which includes vision
     coverage, legal plans, financial planning and property and casualty
     insurance, may be continued

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     through RealLife benefits. Vision coverage continuation will be offered to
     you through COBRA. Please contact RealLife Benefits for details and
     portability rules.

     (l)  DISABILITY PROGRAMS

     Coverage under the employee's short term disability programs ends on the
     last day of employment. Employees who are receiving short term disability
     benefits must waive any rights they may otherwise have to continued short
     or long term disability benefits in order to receive the benefits described
     in Section F.

3.   END OF COVERAGE

Other than as extended above, all coverage ceases at the end of the month in
which your employment terminates. Notwithstanding the above, all coverage set
forth above automatically ends when you become eligible for group coverage under
another plan of any other employer or other organization or if you fail to pay a
required premium or if the conditions set forth in Section J are met.

4.   OTHER BENEFIT PLAN AGREEMENTS.

If you were an employee of any entity at the time the stock or assets of such
entity were acquired by the Company, and you became an employee of the Company
through such acquisition, any agreements entered into by the Company, which
apply to Participants, will control, where relevant, with respect to the
benefits available to you under the Plan.

L.   BENEFIT CLAIM AND APPEAL PROCEDURES

1.   CLAIM PROCEDURE

Any Participant in the Plan, or a person duly authorized by a Participant, may
file a claim in writing for benefits under this Plan if the Participant believes
he or she has not received benefits to which he or she was entitled under the
Plan. Such a claim may only relate to a matter under the Plan and not any matter
under the FMP Guidelines or any other Participating Company policy, practice or
guideline.

The written claim should be sent to the Vice President - Compensation and
Benefits of Avaya, Room 3W316, 211 Mt. Airy Road, Basking Ridge, NJ 07920. The
written claim should be sent within 60 days of the date of the occurrence of
facts giving rise to the claim.

If the claim is denied, in whole or in part, the claimant will receive written
notice from the Vice President, Compensation and Benefits or his delegate. The
information will be

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provided within 90 days of the date the claim was received.

The written notice will include:
-    the specific reason or reasons for the denial;
-    specific reference to pertinent Plan provisions on which the denial was
     based;
-    a description of any additional material or information necessary to
     perfect the claim and an explanation of why such material or information is
     necessary; and
-    appropriate information as to the steps to be taken if the Participant,
     spouse, heirs or estate or representative desires to submit the claim for
     review.

In some cases, more than 90 days may be needed to make a decision. In such
cases, the claimant will be notified in writing, within the initial 90-day
period, of the reason more time is needed. An additional 90 days may be taken to
make the decision if the claimant is sent such a notice. The extension notice
will show the date by which the decision will be sent. If no response is
received within the 90-day period, the claim is considered denied.

     2.  APPEAL PROCEDURE

A claimant may use this procedure to appeal a denied claim if:

-    no reply at all is received by the claimant within 90 days after filing the
     claim;
-    a notice has extended the time an additional 90 days and no reply is
     received within 180 days after filing the claim; or
-    written denial of the claim for benefits or other matters is received
     within the proper time limit and the claimant wishes to appeal the written
     denial.

If a claim for benefits is denied, in whole or in part, either expressly or by
virtue of the Participant not having received a reply, the Participant, or other
duly authorized person may appeal the denial in writing within 60 days after the
denial is or should have been received. Written request for review of any denied
claim or any other disputed matter should be sent directly to Avaya Inc. Attn:
Employee Benefits Committee, Room 3C315, 211 Mount Airy Road, Basking Ridge, NJ
07920.

The Avaya Inc. Employee Benefits Committee (the "EBC") serves as the final
review committee under the Plan for all Participants. The EBC has sole and
complete discretionary authority to determine conclusively for all parties and
in accordance with the terms of the documents or instruments governing the Plan,
and all questions arising from the administration of the Plan and interpretation
of all plan provisions, determination of all questions relating to participation
of eligible employees and eligibility for benefits, determination of all
relevant facts, the amount and type of benefits payable to any Participant,
spouse, heirs or estate, and the construction of all terms of the Plan. All
determinations and decisions of the EBC are conclusive and binding on all
parties and not subject to further review.

Unless the EBC sends notice in writing that the claim is a special case needing
more time, the EBC will conduct a review and decide on the appeal of the denied
claim within 60 days after receipt of the written request for review. If more
time is required to make

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a decision, the EBC may have 60 days, a total of 120 days, to make its decision.

If the claimant sends a written request of a denied claim, the claimant has the
right to:
(i)       Review pertinent Plan documents which may be obtained by following the
          procedures described in this Plan document, and
(i)       Send to the EBC a written statement of the issues and any other
          documents in support of the claim for benefits or other matters under
          review.

The EBC decision shall include specific reasons for the decision as well as
specific references to the pertinent Plan provisions on which the decision is
based. If the EBC does not give its decision on review within the appropriate
time span, the claimant may consider the claim denied.

PLEASE NOTE THAT THE PLAN REQUIRES THAT A PARTICIPANT PURSUE ALL THE CLAIM AND
APPEAL RIGHTS DESCRIBED ABOVE BEFORE SEEKING ANY OTHER LEGAL RECOURSE REGARDING
CLAIMS FOR BENEFITS.

M.   ERISA RIGHTS STATEMENT

All employees eligible for benefits under this Plan are Plan Participants.
Participants in this Plan are entitled to certain rights and protection under
ERISA. ERISA provides that all Plan Participants shall be entitled to:

       Examine, without charge, at the office of the Plan Administrator, at 211
   Mt. Airy Road, Basking Ridge, NJ 07920, the Plan documents and copies of all
   documents filed by this Plan with the U.S. Department of Labor, such as
   detailed annual reports. A reasonable fee or charge may be imposed for such
   copies.

In addition to creating rights for Plan Participants, ERISA imposes duties upon
the people who are responsible for the operation of employee benefits plans. The
people who operate this Plan, called "fiduciaries" of this Plan, have a duty to
do so prudently and in the interest of all Plan Participants. No one, including
a Participant's employer or any other person may fire or otherwise discriminate
against a Participant in any way for the purpose of preventing a Participant
from obtaining a benefit or exercising rights under ERISA. If any claim for a
Plan benefit is denied, in whole or in part, the person whose claim was denied
must receive a written explanation of the reason for the denial. Such a person
has the right to have the Vice President, Compensation and Benefits or his
delegate and/or the EBC review and reconsider that claim (see Section Q,
entitled "Benefit Claim and Appeal Procedures").

Under ERISA, there are steps to take to enforce the above rights. For instance,
if materials from this Plan are requested but not received within 30 days, the
person making the request may file suit in a federal court. In such cases, the
court may require the Participating Company to provide the materials and pay
that person up to $110 a day until the materials are received, unless they were
not sent because of reasons beyond the control of the Company. Anyone whose
claim for benefits is denied after final review or ignored, in whole or in part,
may file suit in a state or federal court. Anyone who is discriminated against
for asserting rights under this Plan may seek

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assistance from the U.S. Department of Labor or may file suit in a federal
court, but an action relating to a claim for benefits may not be filed prior to
exhausting the claim and appeal procedure under this Plan. The court will decide
who will pay court costs and legal fees. If that person is successful, the court
may order the party that was sued to pay these costs and fees. If that person
loses, the court may order him or her to pay these costs and fees if, for
example, it finds that the claim was frivolous.

Anyone who has questions about this Plan should contact the Plan Administrator,
Executive Compensation and Benefits Manager at, 211 Mt. Airy Road, Basking
Ridge, NJ 07920. Anyone who has questions about this statement of Participants'
rights, or about rights under ERISA, should contact the nearest office of the
U.S. Labor - Management Services Administration, Department of Labor.


N.   PLAN ADMINISTRATOR

Avaya Inc., 211 Mount Airy Road, Room 1E100, Basking Ridge, NJ 07920, is the
Plan Administrator of the Plan. Avaya and each of its subsidiary companies that
are covered by the Plan have delegated administrative authority and
responsibility to the Avaya Inc. Employee Benefits Committee ("EBC"). The EBC is
located at Avaya Inc. Room 3W431, 211 Mt. Airy Rd, Basking Ridge, NJ 07920. The
Vice President, Compensation and Benefits of Avaya or his delegate is the named
fiduciary of this Plan who makes determinations concerning when and to what
positions or groups payments should be made in Avaya. The EBC is also a named
fiduciary and is the final review committee under the Plan.

O.   EMPLOYER AND PLAN IDENTIFICATION NUMBERS

This Plan is identified by the following number under Internal Revenue Service
rules:

                  Employer ID # 22-3713430 assigned by the IRS.

                          Plan # 531 assigned by Avaya.

P.   AMENDMENT AND TERMINATION.

Pursuant to Section 402(b)(3) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), the Board of Directors of Avaya Inc. ("Board"), or
its authorized representative pursuant to delegated authority ("Delegate"), may
from time to time amend, modify or change this Plan at any time, and the Board
or its Delegate may

Page 13 of 16                                                   October 13, 2001

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terminate this Plan at any time. Plan amendments may include, but are not
limited to, elimination or reduction in the level or type of benefits provided
to any class or classes of employees (and their spouses and dependents).

Q.   PLAN DOCUMENTS

This document is both the Summary Plan Description and the official Plan
document which regulates the operation of this Plan.

R.   LEGAL PROCESS.

Process can be served on the Plan or Avaya Inc., as Plan Administrator, by
directing such legal service to Avaya Inc., 211 Mt. Airy Road, Room 3W631,
Basking Ridge, NJ 07920, Attention: Vice President - Compensation and Benefits


S.   ASSIGNMENT OR ALIENATION

No payment or benefits under this Plan or any right or interest in such payments
or benefits shall be assignable or subject in any manner to anticipation,
alienation, sale, transfer, assignment, claims of creditors, garnishment,
pledge, execution, attachment or encumbrance of any kind, including, but not
limited to, pursuant to any domestic relations order (within the meaning of
Section 206(d)(3) of ERISA and Section 414(p)(1)(B) of the Internal Revenue
Code) and any such attempted disposition shall be null and void. The payment and
benefits hereunder or the right to receive future payment or benefits under the
Plan may not be anticipated, alienated, sold, transferred, assigned, pledged,
executed upon, encumbered, or subjected to any charge or legal process; no
interest or right to receive a payment or benefit may be taken either
voluntarily or involuntarily, for the satisfaction of the debts of, or other
obligation or claims against such person or entity, including judgment or claims
for alimony, support, separate maintenance and claims in bankruptcy proceedings.

T.   TERMS AND CONDITIONS OF EMPLOYMENT.

This document is not a contract of employment. It is not intended to create, and
it should not be construed to create, any contractual rights, either express or
implied, between you and the Company. The employment relationship between the
Company and the employees covered by the Plan is "at-will". This means that
employees have the right to quit their employment at any time and for any
reason, and the Company reserves the right to terminate any employee's
employment, with or without cause, at any time for any reason.

Page 14 of 16                                                   October 13, 2001

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T.   FUNDING.

Payments made under the Plan will be paid out of the general assets of the
Company.

U.   CONTROLLING LAW.

The Plan shall be construed, administered and governed according to the laws of
the State of New Jersey, except to the extent preempted by federal law, which
shall in that case control.

Page 15 of 16                                                   October 13, 2001

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"Exhibit A"

[GRAPHIC]

                                ----------------
                         TERMINATION AGREEMENT & RELEASE

In consideration of the fact that I have voluntarily and of my own free will
elected to accept a Post Employment Payment and that Avaya Inc. ("Avaya Inc." or
"the Participating Company") has agreed to pay me the Post Employment Payment,
subject to the terms and limitations of the Avaya Inc. Involuntary Separation
Plan for Senior Officers, I acknowledge and agree to the following:

1.   I have been told by the Participating Company, and I understand, that I may
     elect, at my option, to receive a Post Employment Payment, but that my
     election to receive the Post Employment Payment is expressly conditioned
     upon my signing a Termination Agreement and Release on or after the date of
     my termination from the Participating Company, and returning it to my Force
     Management Coordinator.

1.   I realize that there are various state and federal laws that govern my
     employment relationship with the Participating Company and/or prohibit
     employment discrimination on the basis of age, color, race, gender, sexual
     preference/orientation, marital status, national origin, mental or physical
     disability, religious affiliation or veteran status and that these laws are
     enforced through the courts and agencies such as the Equal Employment
     opportunity Commission, Department of Labor and State Human Rights
     Agencies. Such laws include, but are not limited to, Title VII of the Civil
     Rights Act of 1964, the Age Discrimination in Employment Act, as amended,
     42 U.S.C. Section 1981, and state and local laws prohibiting discrimination
     on the basis of age, etc. In consideration of the Post Employment Payment
     provided for in this Termination Agreement and Release, I intend to give up
     any rights I may have under these or any other laws with respect to my
     employment and termination of employment at the Participating Company and
     acknowledge that the Participating Company (including its subsidiaries and
     affiliates) has not (a) discriminated against me, (b) breached any express
     or implied contract with me, or (c) otherwise acted unlawfully toward me.

1.   On behalf of myself, my heirs, executors, administrators, successors and
     assigns, I release and discharge Avaya Inc. (including any "resulting new
     entity" as defined in the Separation Plan), the various Avaya Inc. Benefit
     Committees, and their successors, assigns, subsidiaries, affiliates,
     shareholders, directors, officers, representatives, agents and employees
     (collectively "Releasees") from any and all claims (including claims for
     attorneys' fees and costs), charges, actions and causes of action with
     respect to, or arising out of, my employment or termination of employment
     with the Participating Company. This includes, but is not limited to,
     claims arising under federal, state, or local laws prohibiting age, color,
     race, gender, sexual preference/orientation, marital status, national
     origin, mental or physical disability, religious affiliation or veteran
     status or any other forms of discrimination or claims growing out of the
     Participating Company's termination of its employees. It also includes
     claims based on theories of contract or tort, whether based on common law
     or otherwise.

     This agreement does not limit my right to file charges with government
     agencies, but with respect to any charges that have been or may be filed
     concerning events or actions relating to my employment or the termination
     of my employment and which occurred on or before the date of this
     Termination Agreement and Release, I additionally waive and release any
     right I may have to recover in any lawsuit or proceeding brought by me, an
     administrative agency, or any other person on my behalf or which includes
     me in any class.

     (For employees working in California) Section 1542 of the Civil Code of the
     State of California states:

     "A general release does not extend to claims which the creditor does not
     know or suspect to exist in his favor at the time of executing the Release,
     which if known by him must have materially affected his settlement with the
     debtor."

     Notwithstanding the provisions of Section 1542, and for the purpose of
     implementing a full and complete release and discharge of all Releases, I
     expressly acknowledge that this Termination Agreement and Release is
     intended to include not only claims that are known, anticipated or
     disclosed, but also claims that are unknown, unanticipated and undisclosed.

1.   Subject to Paragraph 5 herein, I covenant and agree not to bring any
     action, suit or administrative proceeding contesting the validity of this
     Termination Agreement and Release or attempting to negate, modify or reform
     it, nor to sue any Releasee for any reason arising out of my employment or
     termination thereof.

1.   I understand that this Termination Agreement and Release in no way affects
     any rights I may have for benefits under the Avaya Inc. Pension Plan for
     Salaried Employees (APPSE) or the Avaya Inc. Pension Plan (APP).

2.   I have no knowledge of any wrongdoing involving improper or false claims
     against a federal or state governmental agency, or other wrongdoing that
     involves me or other present or former Participating Company employees.

Page 16 of 16                                                   October 13, 2001

<Page>

1.   The construction, interpretation and performance of this Termination
     Agreement and Release shall be governed by the laws of the state in which I
     am working on the date of my termination from the Participating Company's
     payroll, except that state's conflict of laws rules.

1.   In the event that any one or more of the provisions contained in this
     Termination Agreement and Release shall for any reason be held to be
     unenforceable in any respect under the law of any state or of the United
     States of America, such unenforceability shall not affect any other
     provisions of this Release, but, with respect only to that jurisdiction
     holding the provision to be unenforceable, this Release shall then be
     construed as if such unenforceable provision or provisions had never been
     contained herein.

1.   I understand that, pursuant to the Older Workers Benefit Protection Act of
     1990, I have the right and have been advised to consult with an attorney
     before signing the Termination Agreement and Release, I have 45 days to
     consider the Release before signing it, and I may revoke the Release within
     seven (7) calendar days after signing it. For revocation to be effective,
     written notice must be received by the Participating Company no later than
     the close of business on the seventh day after I sign this Termination
     Agreement and Release. I understand that this revocation can be made by
     delivering the written notice of revocation to the Executive Compensation
     and Benefits Manager (below).

1.   This Termination Agreement and Release contains the entire agreement
     between the Participating Company and me and fully supersedes any and all
     prior agreement or understandings pertaining to the subject matter hereof.
     I represent and acknowledge that in executing this Termination Agreement
     and Release, I have not relied upon any representation or statement not set
     forth herein made by any of the Releases or by any of the Release's agents,
     representatives or attorneys with regard to the subject matter of this
     Agreement.

1.   All defined terms used in this Termination Agreement and Release shall have
     the same meaning as the Separation Plan.

BY SIGNING THIS TERMINATION AGREEMENT AND RELEASE, I STATE THAT; I HAVE READ IT;
I UNDERSTAND IT AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS; I AGREE WITH
EVERYTHING IN IT; I WAS ADVISED TO, AND I AM AWARE OF MY RIGHT TO CONSULT AN
ATTORNEY BEFORE SIGNING IT; AND I HAVE SIGNED IT KNOWINGLY AND VOLUNTARILY.


------------------------------------------------------
Employee Signature



Return this Release to:
Avaya Inc.
Executive Comp and Benefits
Attn: Jill Bergently
Room 1E100
211 Mt.Airy Road
Basking Ridge, NJ 07920


------------------------------------------------------
Employee Name Printed


------------------------------------------------------
Home Phone Number

Page 17 of 16                                                   October 13, 2001

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------------------------------------------------------
Social Security Number


------------------------------------------------------
Personnel Number


------------------------------------------------------
Date (this date must be the termination date or later)


         IN ORDER TO BE VALID, THIS RELEASE MUST BE SIGNED AND RETURNED
     ON OR AFTER THE TERMINATION DATE, BUT NOT LATER THEN 45 DAYS AFTER THE
                                TERMINATION DATE

Page 18 of 16                                                   October 13, 2001