0001019155-10-000172 Sample Contracts

As Depositary AND HOLDERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement
Deposit Agreement • May 3rd, 2010 • Bank of New York / Adr Division • American depositary receipts • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of June 10, 2008,________________, 2010 among ALCATEL LUCENT, a société anonyme organized under the laws of The Republic of France (the "Company"), THE BANK OF NEW YORK MELLON (formerly known as 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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