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                                                                   Exhibit 10.20


                               AGERE SYSTEMS INC.
                        NON-EMPLOYEE DIRECTOR STOCK PLAN



     SECTION 1. PURPOSES. The Agere Systems Inc. Non-Employee Director Stock
Plan (the "Plan") is intended to promote the interests of Agere Systems Inc.
(the "Company") and to enable the Company to attract and retain qualified
persons to serve as directors, to enhance the equity interest of directors in
the Company, and to solidify the common interests of its directors and
stockholders in enhancing the value of the Company's common stock ("Shares").
The Plan seeks to encourage the highest level of director performance by
providing directors with a proprietary interest in the Company's performance and
progress. These purposes shall be achieved by the granting of options
("Options") to purchase Shares to members of the Board of Directors of the
Company (the "Board") who are not employees of the Company and who, prior to the
spin-off of the Company from Lucent Technologies Inc. ("Lucent"), are not
employees of Lucent ("Non-Employee Directors"), and making the Shares reserved
under the Plan available to satisfy distributions to Non-Employee Directors with
respect to cash compensation deferred by them into deferred share accounts under
the Agere Systems Inc. Deferred Compensation Plan (the "Agere Deferred
Compensation Plan") and earnings thereon. Under the Plan no Options will be
granted which are qualified as incentive stock options.

     SECTION 2. ADMINISTRATION OF THE PLAN. The Plan shall be administered by
the Corporate Governance and Compensation Committee (the "Committee") of the
Board. The Committee shall, subject to the provisions of the Plan, have the
power, in its absolute discretion, to make discretionary grants of Options to
Non-Employee Directors in addition to or in lieu of the automatic grants set
forth in Sections 5(c) and 5(d) hereof, to set the terms for any such
discretionary grants, to construe the Plan, to determine all questions
hereunder, to adopt and amend such rules and regulations for the administration
of the Plan as may be determined by the Committee, and to make any other
determination and take any other action that the Committee deems necessary or
desirable for the administration of the Plan. Decisions of the Committee shall
be final, conclusive and binding upon all persons, including the Company and all
Option holders (each an "Optionee").

     SECTION 3. SHARES SUBJECT TO THE PLAN. The total number of Shares which
shall be available under the Plan shall be 2 million in the aggregate, subject
to adjustment as provided in Section 7. Such Shares may be shares of Class A
common stock ("Class A Stock"), Class B common stock ("Class B Stock") or a
combination thereof. The Shares available under the Plan shall also be used to
satisfy distributions to Non-Employee Directors with respect to cash
compensation deferred into deferred share accounts, and earnings thereon,
pursuant to the Agere Deferred Compensation Plan. The Company shall at all times
reserve such number of Shares as will be sufficient to satisfy the requirements
of the Plan and outstanding Options and, with respect to the Share requirements
described above, the Agere Deferred Compensation Plan. Any Shares issued
hereunder may consist, in whole or in part, of authorized and unissued Shares,
treasury Shares, Shares purchased in the open market or otherwise or any
combination thereof, as the Board or the Treasurer of the Company may from time
to time determine. The underlying Shares with respect to the unexercised portion
of any expired, terminated or canceled Option
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               AGERE SYSTEMS INC. NON-EMPLOYEE DIRECTOR STOCK PLAN


shall again be available for use under the Plan.

         SECTION 4. ELIGIBILITY. Only Non-Employee Directors are eligible to
participate in the Plan and to receive Options and Shares upon the exercise of
Options. Shares issued hereunder in respect of balances under the Agere Deferred
Compensation Plan may be issued only in respect of amounts deferred by
Non-Employee Directors and earnings on such amounts.

         SECTION 5. TERMS OF OPTIONS. Unless otherwise determined by the
Committee, the following shall apply to Options granted under the Plan:

         (a)      Options shall be granted with respect to Class A Stock.

         (b)      The per share purchase price of the Shares covered by an
                  Option granted pursuant to the Plan shall be 100% of the Fair
                  Market Value of one Share of the type of Shares subject to the
                  Option on the day the Option is granted. The Option price will
                  be subject to adjustment in accordance with the provisions of
                  Section 7 hereof. For purposes of the Plan, the "Fair Market
                  Value" of a Share means the average of the highest and lowest
                  reported sales prices, regular way, of Shares in transactions
                  reported on the New York Stock Exchange on the date of
                  determination of Fair Market Value, or if no sales of Shares
                  are reported on the New York Stock Exchange for that date, the
                  comparable average sales price for the last previous day for
                  which sales were reported on the New York Stock Exchange,
                  unless the date for which Fair Market Value is being
                  determined is the date of the final prospectus relating to the
                  initial public offering of the Company's Shares ("Initial
                  Public Offering"), in which case Fair Market Value shall mean
                  the "price to the public" (or equivalent) set forth on the
                  cover page of the final prospectus relating to the Initial
                  Public Offering.

         (c)      On the date of the final prospectus relating to the Initial
                  Public Offering, each Non-Employee Director shall
                  automatically be granted on such date, without further action
                  by the Board or the Committee, Options with respect to 50,000
                  Shares. Thereafter, on the date that any Non-Employee Director
                  first becomes elected as a Non-Employee Director, each such
                  Non-Employee Director shall automatically be granted on such
                  date, without further action by the Board or the Committee,
                  Options with respect to 50,000 Shares.

         (d)      Each year, on the date of the Company's Annual Meeting of
                  Stockholders, each member of the Board who remains a
                  Non-Employee Director subsequent to any election of directors
                  occurring at the meeting shall be automatically granted on
                  such date, without further action by the Board or the
                  Committee, an Option to purchase 30,000 Shares.

         (e)      The Options granted under subsection 5(c) above on account of
                  the Initial Public Offering or on the date that a Non-Employee
                  Director first becomes elected to the Board shall be fully
                  vested and exercisable on the first anniversary of the date of
                  grant. The Options granted under subsection 5(d) above on the
                  date of the Company's Annual Meeting of Stockholders shall be
                  fully vested and exercisable




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               AGERE SYSTEMS INC. NON-EMPLOYEE DIRECTOR STOCK PLAN

                  on the earlier of the first anniversary of the date of grant
                  or the date of the Company's next Annual Meeting of
                  Stockholders.

         (f)      The last day to exercise an Option shall be the day preceding
                  the seventh anniversary of the date of grant, after which time
                  the Option shall expire.

         (g)      Each Option shall be exercised in accordance with procedures
                  established by the Company accompanied by payment in full of
                  the purchase price for the Shares subject to the Option.
                  Payment for such Shares may be made (as determined by the
                  Committee at the time of exercise) (i) in cash, (ii) by check,
                  acceptable to the Company, payable to the order of the Company
                  in the amount of such purchase price, (iii) by delivery to the
                  Company of Shares having an aggregate Fair Market Value equal
                  to such purchase price, which shares shall have been held by
                  the Optionee for at least six months, (iv) by irrevocable
                  instructions to a broker to sell the Shares to be issued upon
                  exercise of the Option and to deliver promptly to the Company
                  the amount of sale proceeds necessary to pay such purchase
                  price and any applicable withholding taxes, or (v) by any
                  combination of the methods of payment described in (i) through
                  (iv) above.

         (h)      An Optionee shall not have any of the rights of a stockholder
                  with respect to the Shares subject to an Option unless and
                  until such Shares are issued to the Optionee.

         (i)      Unless otherwise determined by the Committee prior to the time
                  of transfer, no Option shall be transferable, except by will
                  or the laws of descent and distribution, and any Option may be
                  exercised during the lifetime of the Optionee only by him. No
                  Option granted under the Plan shall be subject to execution,
                  attachment or other process.

         SECTION 6. TERMINATION OF OPTION RIGHTS.

         (a) In the event an Optionee ceases to be a member of the Board for any
reason other than death, any then unexercised Options granted to such Optionee
may be exercised, to the extent vested and exercisable on the date of such
cessation for the remainder of the term of the Option. All unvested options on
the date of such cessation shall immediately expire such cessation date.

         (b) In the event that an Optionee ceases to be a member of the Board by
reason of his or her death, all unexercised and unvested Options granted to such
Optionee shall immediately become fully vested and exercisable and all
unexercised Options granted to such Optionee may be exercised by the Optionee's
personal representative, heir or legatee for the remainder of the term of the
Option.

         SECTION  7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

In the event of any merger, reorganization, consolidation, recapitalization,
stock dividend, stock split, reverse stock split, spin-off or similar
transaction or other change in corporate structure affecting the Shares, such
adjustments and other substitutions shall be made to the Plan and to


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               AGERE SYSTEMS INC. NON-EMPLOYEE DIRECTOR STOCK PLAN


Options as the Committee in its sole discretion deems equitable or appropriate,
including without limitation such adjustments in the aggregate number, class and
kind of shares which may be delivered under the Plan, in the number, class, kind
and option or exercise price of shares subject to outstanding Options
(including, if the Committee deems appropriate, the substitution of similar
options to purchase the shares of, or other awards denominated in the shares of,
another company) as the Committee may determine to be appropriate in its sole
discretion, provided that the number of Shares or other securities subject to
any Option shall always be a whole number.

         SECTION 8. FURTHER CONDITIONS OF EXERCISE.

         (a) Unless prior to the exercise of an Option the offer and sale of the
Shares issuable upon such exercise are the subject of an effective registration
statement filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), and a prospectus
meeting the requirements of Section 10(a)(3) of the Securities Act has been
distributed to the Optionees, the Company shall be under no obligation to honor
any such exercise unless the Committee determines otherwise in which case the
notice of exercise with respect to such Option shall be accompanied by a
representation or agreement of the Optionee to the Company to the effect that
such shares are being acquired for investment only and not with a view to the
resale or distribution thereof in violation of the Securities Act, or such other
documentation as may be required by the Company, unless, in the opinion of
counsel to the Company, such representation, agreement or documentation is not
necessary to comply with the Securities Act.

         (b) Anything in subsection (a) of this Section 8 to the contrary
notwithstanding, the Company shall not be obligated to issue or sell any Shares
until they have been listed on each securities exchange on which the Shares may
then be listed and until and unless, in the opinion of counsel to the Company,
the Company may issue such shares pursuant to a qualification or an effective
registration statement, or an exemption from registration, under such state and
federal laws, rules or regulations as such counsel may deem applicable. The
Company shall use reasonable efforts to effect such listing, qualification and
registration, as the case may be.

         SECTION 9. TERMINATION AND AMENDMENT OF PLAN. The Board may at any time
terminate the Plan or make such modification or amendment thereof as it deems
advisable; provided, however, that the Board may not, without approval by a
majority of the Shares present in person or by proxy and entitled to vote
thereon increase the maximum number of Shares available for use under the Plan.
Termination or any modification or amendment of the Plan shall not, without
consent of an Optionee, negatively affect his rights under an Option previously
granted to him.

         SECTION 10. CHANGE IN CONTROL. In the event of a Change in Control, as
defined below, all outstanding Options issued under the Plan shall become
immediately vested and exercisable notwithstanding any vesting schedule
previously applicable to such Options. A "Change in Control" of the Company
shall be deemed to occur upon:

         (a)      An acquisition by any individual, entity or group (within the
                  meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act of
                  1934, as amended (the "Exchange Act")) (an "Entity") of
                  beneficial ownership (within the meaning of Rule 13d-3


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               AGERE SYSTEMS INC. NON-EMPLOYEE DIRECTOR STOCK PLAN


                  promulgated under the Exchange Act) of 20% or more of either
                  (A) the then outstanding shares of common stock of the Company
                  (the "Outstanding Company Common Stock") or (B) the combined
                  voting power of the then outstanding voting securities of the
                  Company entitled to vote generally in the election of
                  directors (the "Outstanding Company Voting Securities");
                  excluding, however, the following: (1) any acquisition
                  directly from the Company, other than an acquisition by virtue
                  of the exercise of a conversion privilege unless the security
                  being so converted was itself acquired directly from the
                  Company, (2) any acquisition by the Company, (3) any
                  acquisition by any employee benefit plan (or related trust)
                  sponsored or maintained by the Company or any corporation
                  controlled by the Company, or (4) any acquisition by any
                  corporation pursuant to a transaction which complies with
                  clauses (A), (B) and (C) of subsection (c) of this Section 10;
                  or

         (b)      A change in the composition of the Board during any two year
                  period such that the individuals who, as of the beginning of
                  such two year period, constitute the Board (such Board shall
                  be hereinafter referred to as the "Incumbent Board") cease for
                  any reason to constitute at least a majority of the Board;
                  provided, however, that for purposes of this definition, any
                  individual who becomes a member of the Board subsequent to the
                  beginning of the two year period, whose election, or
                  nomination for election by the Company's stockholders, was
                  approved by a vote of at least a majority of those individuals
                  who are members of the Board and who were also members 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 further, however,
                  that any such individual whose initial assumption of office
                  occurs as a result of or in connection with a solicitation
                  subject to Rule 14a-12(c) of Regulation 14A promulgated under
                  the Exchange Act or other actual or threatened solicitation of
                  proxies or consents by or on behalf of an Entity other than
                  the Board shall not be so considered as a member of the
                  Incumbent Board; or

         (c)      The approval by the stockholders of the Company of a merger,
                  reorganization or consolidation or sale or other disposition
                  of all or substantially all of the assets of the Company
                  (each, a "Corporate Transaction") or, if consummation of such
                  Corporate Transaction is subject, at the time of such approval
                  by stockholders, to the consent of any government or
                  governmental agency, the obtaining of such consent (either
                  explicitly or implicitly by consummation); excluding however,
                  such a Corporate Transaction pursuant to which (A) all or
                  substantially all of the individuals and entities who are the
                  beneficial owners of the Outstanding Company Common Stock and
                  Outstanding Company Voting Securities immediately prior to
                  such Corporate Transaction will beneficially own, directly or
                  indirectly, more than 50% of the outstanding shares of common
                  stock, and the combined voting power of the then outstanding
                  voting securities entitled to vote generally in the election
                  of directors of the corporation resulting from such Corporate
                  Transaction (including, without limitation, a corporation or
                  other Person which as a result of such transaction owns the
                  Company or all or substantially all of the Company's assets
                  either directly or through one or more


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               AGERE SYSTEMS INC. NON-EMPLOYEE DIRECTOR STOCK PLAN


                  subsidiaries (a "Parent Company")) in substantially the same
                  proportions as their ownership, immediately prior to such
                  Corporate Transaction, of the Outstanding Company Common Stock
                  and Outstanding Company Voting Securities, (B) no Entity
                  (other than the Company, any employee benefit plan (or related
                  trust) of the Company, such corporation resulting from such
                  Corporate Transaction or, if reference was made to equity
                  ownership of any Parent Company for purposes of determining
                  whether clause (A) above is satisfied in connection with the
                  applicable Corporate Transaction, such Parent Company) will
                  beneficially own, directly or indirectly, 20% or more of,
                  respectively, the outstanding shares of common stock of the
                  corporation resulting from such Corporate Transaction or the
                  combined voting power of the outstanding voting securities of
                  such corporation entitled to vote generally in the election of
                  directors unless such ownership resulted solely from ownership
                  of securities of the Company prior to the Corporate
                  Transaction, and (C) individuals who were members of the
                  Incumbent Board will immediately after the consummation of the
                  Corporate Transaction constitute at least a majority of the
                  members of the board of directors of the corporation resulting
                  from such Corporate Transaction (or, if reference was made to
                  equity ownership of any Parent Company for purposes of
                  determining whether clause (A) above is satisfied in
                  connection with the applicable Corporate Transaction, of the
                  Parent Company); or

         (d)      The approval by the stockholders of the Company of a complete
                  liquidation or dissolution of the Company; or

         (e)      The occurrence of a "Change in Control" (as such term is
                  defined in the Lucent Technologies Inc. 1999 Stock
                  Compensation Plan for Non-Employee Directors) if it shall
                  occur prior to the earlier of the date of a Change in Control
                  of the Company as defined in this Section 10 or the
                  Distribution, as defined below.

         Notwithstanding the foregoing, the Distribution, as defined below,
shall not constitute a Change in Control. "Distribution" means the distribution
of the Shares held by Lucent to Lucent's stockholders.

         SECTION 11. EFFECTIVE DATE; TERM OF PLAN. The Plan shall become
effective as of March _, 2001 (the "Effective Date"). The Plan shall terminate
and no further Options shall be granted hereunder after the date that is ten
(10) years from the Effective Date (the "Termination Date"); provided, however,
that the terms of the Plan shall continue in operation to the extent necessary
with respect to Options outstanding as of the Termination Date.


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