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Exhibit 10(i)(5)
AMENDMENT
The Rights Agreement dated as of April 4, 1996 between Lucent Technologies Inc.
and The Bank of New York, Successor Rights Agent, was amended as of February
18, 1998 by deleting the period at the end of Subsection 25(a)and adding the
following:
; provided that, prior to the Distribution Date, any notice in regard
to a declaration or payment of any dividend on the Common Shares
payable in Common Shares or to effect a subdivision, combination or
consolidation of the Common Shares (by reclassification or otherwise
than by payment of dividends in Common Shares) shall be adequately
given if given within a reasonable time after the issuance date for
such stock dividend or effective date of such subdivision, combination
or consolidation.
