Lucent will seek shareholder approval of the proposal during the next annual meeting, set for Feb. 19 in a Dallas hotel, according to a preliminary proxy statement filed late Monday with the Securities and Exchange Commission.

The board has unanimously decided to seek the approval to allow the board to declare a reverse stock split, in which a number of shares are combined into one share worth more money. The ratios the board is considering are 1-for-10, 1-for-20, 1-for-30 and 1-for-40.

The eight-member board, which includes current chief executive officer Patricia Russo and her predecessor, Henry Schacht, could then decide whether to go ahead with the reverse split and which ratio to use.

The proxy also disclosed that Lucent paid Russo, who became president and CEO in January, $1.2 million in salary.

She received $887,692 from January until Lucent's 2002 fiscal year ended Sept. 30. She got a one-time guaranteed bonus of $1.8 million under the terms of her hiring agreement -- to make up for money she lost by leaving Kodak.

As of Sept. 30, Russo also received $528,607 to cover legal services involved in negotiating her contract, tax reimbursements for fringe benefits and other items; 1.9 million Lucent shares then valued at $1.44 million; options to buy another 5.37 million shares; and $54,596 in other compensation.

Lucent, which has about 3.5 billion shares of common stock outstanding, has been badly hurt by the prolonged slump in the telecommunications industry.

The company recently was warned by the New York Stock Exchange that it could be delisted because its share price stayed below the $1 per share required minimum. The warning came in October, when Lucent's average closing price had been below $1 for 30 straight trading days.