Agere delivers integrated circuits, optoelectronic components and subsystems that form the building blocks for advanced wired, wireless and optical communications networks. The company also provides a wide range of semiconductor solutions for end-user computing and communications applications.

"We are beginning an exciting new phase of our life as a leader in our industry," said John Dickson, president and CEO of Agere Systems. "As a completely independent company, we will sharpen our focus on our target markets and forge deeper, more strategic relationships with our customers.

"Our industry-leading technology, strong customer base and talented team of employees have enabled us to build a solid foundation for our business. With the steps we are taking to improve our performance and reduce our cost structure, we are positioning Agere to take full advantage of the opportunities ahead."

Lucent shareowners received 0.010779464 of a share of Agere Class A common stock and 0.264563010 of a share of Agere Class B common stock for each share of Lucent held on May 3. Investors will receive only whole shares of Agere stock. Those entitled to fractional shares will receive cash.

Class A common stock, which was offered in Agere's initial public offering in March 2001, carries one vote per share on all matters on which stockholders are entitled to vote, including the election and removal of directors. Class B common stock entitles its holders to four votes per share for the election and removal of directors, and one vote per share for all other matters. Of the approximately 945 million shares distributed to Lucent stockholders, 37 million are shares of Class A common stock and 908.1 million are shares of Class B common stock. Total Agere shares outstanding are 1.636 billion, with approximately 727 million shares of Class A common stock and 908 million shares of Class B common stock outstanding.

As part of the spin-off, Henry Schacht, Lucent's chairman, and Frank D'Amelio, Lucent's chief financial officer, have resigned from Agere's board of directors. Agere's board now comprises John Dickson; H.A. Wagner, non-executive chairman of the board and former president and CEO of Air Products and Chemicals; Rajiv Gupta, chairman and CEO of Rohm and Haas Co.; Rae F. Sedel, managing director of Russell Reynolds Associates and John Young, former president and CEO of Hewlett-Packard.

Agere has two business units: Client Systems and Infrastructure Systems.

The Client Systems Group offers storage and wireless data solutions for end-user applications, such as wireless local area networking (WLAN), Internet-enabled cellular terminals, modems and hard disk drives for computers. Agere is the number one supplier of storage chips for the desktop market and a leader in sales of read-channel chips and preamplifiers. The company provides integrated 802.11b solutions for Wi-Fi wireless access to nine of the top 10 PC manufacturers.

The company's Infrastructure Systems Group delivers integrated circuits, or chips, optoelectronics components and modules for high-speed communications systems. The company offers a full range of integrated solutions, from network processors, switching fabric chips and network access chips to lasers, transponders and amplifiers for wired, wireless and optical networking systems.

Agere Systems has approximately 11,500 employees primarily located in North America, Europe and the Asia Pacific region. The company's central campus is in Allentown, Pa.

Agere Systems is the world's leading provider of communications components. The company delivers integrated circuits, optical components and subsystems that access, move and store network information. Agere's integrated solutions form the building blocks for advanced wired, wireless and optical communications networks. The company is a leader in providing integrated Wi-Fi solutions for PC manufacturers, as well as in storage solutions with its read-channel chips, preamplifiers and system-on-a-chip solutions. More information about Agere Systems is available from its Web site at http://www.agere.com.

This release contains forward-looking statements based on information available to Agere as of the date hereof. Agere's actual results could differ materially from the results stated or implied by such forward-looking statements due to a number of risks and uncertainties. These risks and uncertainties include, but are not limited to customer demand for our products and services, control of costs and expenses, timely completion of employment reductions and other restructuring and consolidation activities, price and product competition, keeping pace with technological change, dependence on new product development, reliance on major customers and suppliers, availability of manufacturing capacity, components and materials, general industry and market conditions and general domestic and international economic conditions including interest rate and currency exchange rate fluctuations. For a further discussion of these and other risks and uncertainties, see our annual report on Form 10-K for the fiscal year ended September 30, 2001, and report on Form 10-Q for the period ending March 31, 2002. Agere disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.