0001019155-08-000126 Sample Contracts

AND THE BANK OF NEW YORK, As Depositary AND HOLDERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement
Deposit Agreement • June 4th, 2008 • Alcatel Lucent • Telephone & telegraph apparatus • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of November 22, 2006,________, 2008, among ALCATEL LUCENT, a société anonyme organized under the laws of The Republic of France (the "Company"), THE BANK OF NEW YORK, a New York banking corporation (the "Depositary"), and all Holders from time to time of American Depositary Shares issued hereunder.

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