ESSP Termination

Please see below, message from Avaya regarding the ESSP Termination.January 2, 2007

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Re: Avaya ESPP Termination

As you know, Avaya is no longer able to offer the Avaya Inc. 2003 Employee Stock Purchase Plan (“ESPP”), and the ESPP has been terminated.

This is to notify you that the final step in terminating the ESPP, closing all accounts, will commence in early March 2008.  Since all publicly-owned Avaya shares were purchased on October 26, 2007, employees who participated in the ESPP no longer have shares of Avaya stock in their accounts.  However, employees may hold shares of AT&T or any of the companies divested by AT&T since the inception of the AT&T ESPP, including the following securities:  Alcatel-Lucent, AT&T, NCR, LSI, Teradata and Comcast.

In early March, affected employees will be sent notice of the pending account closings.  Participants  will be afforded 60 days to transfer or sell shares on their own, with transaction fees at the current ESPP participant rates.  If employees do not act on their own within 60 days of the notice, shares will be issued directly to the participants with Computershare charging participants a flat fee of $50 per company.

Very truly yours,