0000950117-06-000563 Sample Contracts

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • February 8th, 2006 • Lucent Technologies Inc • Telephone & telegraph apparatus • Delaware

THIS AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), effective as of December 21, 2005, is between Lucent Technologies Inc., a Delaware corporation (the “Company”), and The Bank of New York (as successor to First Chicago Trust Company of New York), as rights agent (the “Rights Agent”).

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