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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Avaya 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 Exchange Act of 1934, as amended, an
Annual Report on Form 10-K for the fiscal year ended September 30, 2000; 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 Garry K.
McGuire Sr. and Charles D. Peiffer and each of them, as attorneys, with full
power of substitution and resubstitution, for and in the name, place and stead
of the undersigned, and in the capacity of the undersigned as a Director and
Officer of the Company, to execute and file such Form 10-K and any amendments or
supplements thereto, with all exhibits thereto, 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.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 15th day of December, 2000.
By: /s/ Donald K. Peterson By:/s/ Henry B. Schacht
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Name: Donald K. Peterson Name: Henry B. Schacht
Title: Vice Chairman of the Board, Title: Director
President and Chief Executive
Officer
By: /s/ Jeffrey A. Harris By:/s/ Daniel C. Stanzione
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Name: Jeffrey A. Harris Name: Daniel C. Stanzione
Title: Director Title: Director
By: /s/ Franklin A. Thomas
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Name: Franklin A. Thomas
Title: Director
