Exhibit 4.11 1,750,000 PREFERRED SECURITIES LUCENT TECHNOLOGIES CAPITAL TRUST I 7.75% CUMULATIVE CONVERTIBLE TRUST PREFERRED SECURITIES GUARANTEED BY, AND CONVERTIBLE INTO THE COMMON STOCK OF, LUCENT TECHNOLOGIES INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 17th, 2002 • Lucent Technologies Inc • Telephone & telegraph apparatus • New York
AND TRUSTEE INDENTUREIndenture • February 26th, 1996 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 2 VOTING AGREEMENT THIS VOTING AGREEMENT dated as of February 7, 2000 (the "Agreement"), is made by and among LUCENT TECHNOLOGIES INC., a Delaware corporation ("Lucent"), SOLARA ACQUISITION INC., a Delaware corporation ("Acquisition"), and...Voting Agreement • February 16th, 2000 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • Delaware
Exhibit 1B LUCENT TECHNOLOGIES INC. Medium Term Notes, Series [ ] FORM OF DISTRIBUTION AGREEMENT (_________, 199_) (Name of Agents) (Address) Ladies and Gentlemen: Lucent Technologies Inc., a Delaware corporation (the "Company"), proposes to issue and...Distribution Agreement • March 12th, 1996 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • New York
CONFORMED COPY AGREEMENT AND PLAN OF MERGER Dated as of April 27, 1998Merger Agreement • April 30th, 1998 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • Delaware
and THE BANK OF NEW YORK as Trustee INDENTURE Dated as ofIndenture • May 14th, 2002 • Lucent Technologies Inc • Telephone & telegraph apparatus • New York
Form of Agreement for France Optionees Non-Officer - Active EmployeeStock Option Agreement • April 22nd, 2002 • Lucent Technologies Inc • Telephone & telegraph apparatus • Delaware
STOCKHOLDERS AGREEMENT dated as of August 17, 1999 (this "Agreement"), among LUCENT TECHNOLOGIES INC., a Delaware corporation ("Parent"), and the individuals and other parties listed on Schedule A attached hereto (each, a "Stockholder" and,...Stockholders Agreement • August 27th, 1999 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • Delaware
BETWEEN AT&T CORP. ANDLicense Agreement • February 5th, 1996 • Lucent Technologies Inc
EXHIBIT 4.7 WARRANT AGREEMENTWarrant Agreement • December 3rd, 2004 • Lucent Technologies Inc • Telephone & telegraph apparatus • New York
1- 2 to the Initial Registration Statement or document incorporated by reference therein has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment...Underwriting Agreement • July 21st, 1999 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • New York
e) Neither the issuance or sale of the Notes nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will result in a breach of any of the terms and provisions of, or constitute a default...Underwriting Agreement • March 12th, 1996 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 2 STOCKHOLDER AGREEMENT dated as of August 9, 1999 (this "Agreement"), between LUCENT TECHNOLOGIES INC., a Delaware corporation ("Lucent"), and the stockholders listed on Schedule A attached hereto (collectively, the "Stockholder"). WHEREAS...Stockholder Agreement • August 19th, 1999 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • Delaware
f) "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to substantially perform her duties and responsibilities under this Agreement for a period of 180 consecutive days or for 270 non-consecutive days in any...Employment Agreement • February 14th, 2002 • Lucent Technologies Inc • Telephone & telegraph apparatus • New Jersey
EXHIBIT 1 AGREEMENT AND PLAN OF MERGERMerger Agreement • February 16th, 2000 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • New York
By and AmongMerger Agreement • January 15th, 1999 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • Delaware
amongMerger Agreement • July 23rd, 1997 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • Delaware
1 (10) (iii) (A)5 Consulting Agreement of Mr. Schacht effective March 1, 1998 March 1, 1998 Mr. Henry B. Schacht Dear Henry, I am writing this letter to set out the details of our agreement with respect to your retention by Lucent Technologies Inc....Consulting Agreement • May 12th, 1998 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • New Jersey
ANDTrust Agreement • May 14th, 2002 • Lucent Technologies Inc • Telephone & telegraph apparatus • Delaware
WITNESSETH:Supplemental Indenture • May 5th, 2000 • Lucent Technologies Inc • Telephone communications (no radiotelephone)
1 Exhibit 10(iii)(A) 4 LUCENT TECHNOLOGIES INC. 1996 LONG TERM INCENTIVE PROGRAM ("PLAN") NONSTATUTORY STOCK OPTION AGREEMENT NAME SOCIAL SECURITY NO. GRANT DATE EXPIRATION DATENonstatutory Stock Option Agreement • December 27th, 2000 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • Delaware
BY AND AMONGMerger Agreement • October 20th, 1999 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • New York
CONFORMED COPY STOCKHOLDERS AGREEMENT dated as of April 27, 1998, among LUCENT TECHNOLOGIES INC., a Delaware corporation ("Parent"), REINDEER ACQUISITION, INC., a Delaware corporation and a wholly owned subsidiary of Parent ("Sub"), and the persons...Stockholders Agreement • April 30th, 1998 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • Delaware
BY AND AMONGMerger Agreement • July 28th, 2000 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • New York
By and AmongMerger Agreement • August 27th, 1999 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • Delaware
June 12, 1997 Mr. Ben Verwaayen Biltseweg 11 3735 MA Bosch en Duin Nederland Dear Ben: It gives me great pleasure to offer you a position within Lucent Technologies Inc. (hereinafter referred to as "Lucent" or "the Company"). In addition to confirming...Employment Agreement • December 22nd, 1997 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • New Jersey
ARTICLE IRetention Agreement • April 30th, 1998 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • New York
among AT&T CORP. NCR CORPORATION andTechnology License Agreement • March 12th, 1996 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • New York
LUCENT TECHNOLOGIES INC. ISSUER AND THE BANK OF NEW YORK TRUSTEE INDENTUREIndenture • June 25th, 2003 • Lucent Technologies Inc • Telephone & telegraph apparatus • New York
EXECUTION COPY EXHIBIT 99.3 AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT made by LUCENT TECHNOLOGIES INC. and certain of its Subsidiaries in favor of JPMorgan Chase Bank, as Collateral Agent Dated as of May 28, 2003 TABLE OF CONTENTSGuarantee and Collateral Agreement • May 28th, 2003 • Lucent Technologies Inc • Telephone & telegraph apparatus • New York
Warrant AgentWarrant Agreement • March 12th, 1996 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • New York
RECITALSRegistration Rights Agreement • May 21st, 2003 • Lucent Technologies Inc • Telephone & telegraph apparatus • Delaware
EXHIBIT 10.1 SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG AT&T CORP., LUCENT TECHNOLOGIES INC. AND NCR CORPORATION DATED AS OFSeparation and Distribution Agreement • February 5th, 1996 • Lucent Technologies Inc • New York
Exhibit 99.4 SECOND AMENDMENT TO FIVE-YEAR AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT SECOND AMENDMENT, dated as of August 16, 2001, to the 5-Year Amended and Restated Revolving Credit Facility Agreement, dated as of February 26, 1998,...Revolving Credit Facility Agreement • August 16th, 2001 • Lucent Technologies Inc • Telephone & telegraph apparatus • New York
EXHIBIT 1 AGREEMENT AND PLAN OF MERGER Dated as of August 9, 1999Merger Agreement • August 19th, 1999 • Lucent Technologies Inc • Telephone communications (no radiotelephone) • Delaware
