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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-3, Form S-4, Form
S-8 or any other appropriate Form) with respect to the issuance and/or resale of
common shares, par value $.01 per share, of the Company (including the related
Preferred Share Purchase Rights), in connection with the acquisition by the
Company of Chromatis Networks Inc.; and
WHEREAS, the Company proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements (on Form S-3, Form S-4, Form
S-8 or any other appropriate Form) with respect to the issuance and/or resale of
common shares, par value $.01 per share, of the Company (including the related
Preferred Share Purchase Rights), in connection with the acquisition by the
Company of Herrmann Technology, Inc.; and
WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints Deborah
C. Hopkins and James S. Lusk and each of them, as attorneys for and in the name,
place and stead of the undersigned, and in the capacity of the undersigned as a
director and/or officer of the Company, to execute and file any such
registration statement with respect to the above-described common shares and
thereafter to execute and file any amended registration statement or statements
with respect thereto or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes, as the undersigned might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
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IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney this 7th day of June, 2000.
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By: /s/ Paul A. Allaire By: /s/ Betsy S. Atkins
Name: Paul A. Allaire Name: Betsy S. Atkins
Title: Director Title: Director
By: /s/ Carla A. Hills By: /s/ Richard A. McGinn
Name: Carla A. Hills Name: Richard A. McGinn
Title: Director Title: Chairman of the
Board and Chief
Executive Officer
By: /s/ Paul H. O'Neill By: /s/ Henry B. Schacht
Name: Paul H. O'Neill Name: Henry B. Schacht
Title: Director Title: Director
By: /s/ Franklin A. Thomas By: /s/ John A. Young
Name: Franklin A. Thomas Name: John A. Young
Title: Director Title: Director
By: /s/ Deborah C. Hopkins By: /s/ James S. Lusk
Name: Deborah C. Hopkins Name: James S. Lusk
Title: Executive Vice President Title: Senior Vice
and Chief Financial President and
Officer Controller
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