Subject: Stock Option Exchange Program And

SUBJECT: STOCK OPTION EXCHANGE PROGRAM AND
THE VOLUNTARY RETIREMENT/SEPARATION PROGRAM


This message is intended for employees who are eligible to participate in the Offer to Exchange Outstanding Options for Restricted Stock Units initially communicated on June 26th, 2001 (the "Offer"). If you have received this message from someone other than Avaya Global Stock Plans, the information contained herein is not applicable to you.


THIS NOTICE PROVIDES THE FOLLOWING IMPORTANT INFORMATION REGARDING: * THE STOCK OPTION EXCHANGE OFFER TIMELINE * REMINDER OF HOW TO ELECT TO PARTICIPATE IN THE STOCK OPTION EXCHANGE
PROGRAM * INFORMATION FOR EMPLOYEES PARTICIPATING IN THE VOLUNTARY RETIREMENT/
SEPARATION PROGRAM OR WHO ARE PART OF A FORCE MANAGEMENT PROGRAM OR
OTHER COMPANY ACTION AND ELECT TO PARTICIPATE IN THE STOCK OPTION
EXCHANGE PROGRAM


THE STOCK OPTION EXCHANGE OFFER TIMELINE


* July 26, 2001: Avaya stock price determined for calculation of RSUs.


* July 27, 2001: Email notice sent to all eligible employees indicating
Avaya stock price to be used in calculation of RSUs.


* July 31, 2001: Expiration of Offer Period at 5:00 PM New York time -
Effective date for cancellation of tendered options and grant date of
RSUs so long as the conditions described in Section 6 (Conditions of
the Offer) of the Offer are satisfied or waived by Avaya.


* August 1, 2001: Email notice sent to employees who have properly
tendered eligible options indicating whether Avaya has accepted tendered
options. A copy of the Avaya Inc. Restricted Stock Unit Award Agreement
executed by Avaya will be included with this communication.


* On or about August 6, 2001: Email from AST StockPlan sent to employees
who have properly tendered eligible options indicating that the Offer
web site is available to view and print a confirmation of actual RSU
grant.


REMINDER OF HOW TO ELECT TO PARTICIPATE IN THE STOCK OPTION EXCHANGE PROGRAM


If you have already registered your election to participate in the Stock Option Exchange Program as described below, you should have received an email confirmation that your election has been registered. If you have tendered your election but have not received a confirmation email please contact AST StockPlan at 1-888-980-6456, or +1-212-659-2200, or send an email to client_services@aststockplan.com.


If you have not registered your election to participate in the Stock Option Exchange Program and plan to, the following is important information on how to elect to participate. You should have received an email from Avaya Global Stock Plans on or about June 26th, 2001 with electronic copies of all documents pertaining to the Stock Option Exchange Program attached. On July 18th, 2001 you should have received another email that noted changes to certain terms and conditions of the Offer. We urge you to read those documents prior to making a decision to participate in the Offer. You may elect to exchange eligible stock options for Restricted Stock Units by accessing the Offer web site administered by AST StockPlan at ...