Suspension of the Employee Stock Purchase Plan

The following communication is being sent to all Avaya employees today.  Also attached is the Q&A document referenced in the communication.

In Unity,
Ralph V. Maly, Jr.
Vice President

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To: All Avaya Employees

Re: Suspension of the Employee Stock Purchase Plan

As you may have heard, the proposed merger of Avaya with a company formed by Silver Lake Partners and TPG Capital will impact various Avaya benefits programs that include Avaya stock.  One of these affected programs is the Avaya Inc. 2003 Employee Stock Purchase Plan (ESPP).

The Company has suspended the ESPP effective following the August 31, 2007 purchase of Avaya stock under the ESPP.

If you participate in the ESPP, here is what this means to you:

• The final purchase of Avaya stock under the ESPP will be made on August 31, 2007.
   
• Payroll deductions to fund purchases of Avaya stock through the ESPP are not expected to continue after the final purchase is made on August 31, 2007.  Any amount that has been withheld for the purchase of shares on September 28, 2007 will be refunded automatically as soon as practicable.
   
• Your ESPP account will remain intact.  You may continue to sell any Avaya shares in your account as usual using the normal transaction process, between now and the closing date of the merger, subject to Avaya’s Stock Trading Policy. 

Please note that employees may no longer enroll in the Avaya ESPP.

If you have questions, please refer to the Q & A document on the Our Announced Transaction Web site on the Enterprise Portal, or send an e-mail to stockplans@avaya.com.

Thank you.

Regards,

The Avaya Global Stock Plans Team

Note: this message is intended only for eligible employees of an Avaya participating company in Australia, Canada, Germany, Hong Kong, Ireland, Japan, Mexico, the Netherlands, Singapore, Spain, the United Kingdom and the United States.

• Attachment: Final Stock Plans Q & A