**EXHIBIT 10.32**

**Compensation Arrangements for Named Executive Officersof Avaya Inc. (“Avaya” or “the Company”)**

In addition toparticipation in certain plans and/or arrangements already filed and identifiedas exhibits to this Form 10-K, the following applies with respect tothe Company’s former Chairman of the Board, President and Chief ExecutiveOfficer (“CEO”), the current President and CEO and the other four most highlycompensated executive officers (together, the “Named Executive Officers”) forfiscal 2006:

Salariesfor fiscal 2006 were:

| Donald K. Peterson                                                            |   | $      | 940,000 |   |
|-------------------------------------------------------------------------------|--------|--------|---------|--------|
| Former Chairman of the  Board, President and Chief Executive Officer          |   |   |    |
| Louis J. D’Ambrosio                                                      |   | $      | 536,905 |   |
| Director, President and  Chief Executive Officer                              |   |   |    |
| Pamela F. Craven                                                              |   | $      | 390,000 |   |
| Chief Administrative Officer                                                  |   |   |    |
| Garry K. McGuire                                                              |   | $      | 470,000 |   |
| Chief Financial Officer  and Senior Vice President—Corporate Development |   |   |    |
| Francis M. Scricco                                                            |   | $      | 475,000 |   |
| Senior Vice President—Avaya  Global Services                             |   |   |    |
| Michael C. Thurk                                                              |   | $      | 517,857 |   |
| Chief Operating Officer                                                       |   |   |    |

 

As indicated on a CurrentReport on Form 8-K dated July 28, 2006, Mr. Petersonceased serving as the Company’s President and CEO effective July 24, 2006and, effective as of September 30, 2006, he ceased serving as a Directorof Avaya.

Mr. D’Ambrosio wasappointed President and CEO of the Company effective July 24, 2006, andhis base salary was modified as of that date. The amount indicated aboverepresents amounts earned before that date using his prior base salary of$475,000 plus amounts earned after that date through the remainder of fiscal2006 at his current base salary of $800,000. He was elected a Director of theCompany on November 2, 2006.

Mrs. Craven wasappointed Chief Administrative Officer of the Company effective August 3,2006, and her base salary was modified as of August 1, 2006. The amountindicated above represents amounts earned before that date using her prior basesalary of $380,000 plus amounts earned after that date through the remainder offiscal 2006 at her current base salary of $440,000.

As indicated on a CurrentReport on Form 8-K dated October 5, 2006, Mr. McGuire willretire as Chief Financial Officer and Senior Vice President—CorporateDevelopment, effective December 31, 2006.

Mr. Scricco’s basesalary for fiscal 2006 remained unchanged from fiscal 2005.

Mr. Thurk wasappointed Chief Operating Officer of the Company effective July 24, 2006,and his base salary was modified as of that date. The amount indicated aboverepresents amounts earned before that date using his prior base salary of$475,000 plus amounts earned after that date through the remainder of fiscal2006 at his current base salary of $700,000. He was elected a Director of theCompany on November 2, 2006.

In addition to the abovebase salaries and participation in the other plans and/or arrangements alreadyfiled and identified as exhibits to this Form 10-K, during fiscal2006 the Company provided the Named Executive Officers with, and in fiscal 2007may provide to its continuing Named Executive Officers, certain fringebenefits, including one or more of the following:  financial counseling services,a car allowance, reimbursement for home security systems, certain temporaryhousing expenses, limited use of the corporate aircraft and automobiles forpersonal reasons and company-provided health physical examinations. TheCompensation Committee of the Company’s Board of Directors periodically reviewsfringe benefits made available to the Company’s executive officers, includingthe CEO, to ensure that they are in line with market practice.

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