2003 Committee Charter : AV

Approved April 23, 2003
1.1 The Finance Committee (the "Committee") is appointed by the Board of Directors
(the "Board") of Avaya Inc. (the "Company") to assist the Board in fulfilling its
oversight responsibilities.
1.2 The Committee's primary duties and responsibilities are to assist the Board with
respect to:
?? The financial condition and capital structure of the Company.
?? Significant financial matters involving the Company.
2.1 The Committee shall be comprised of not less than three members of the Board,
and any member of the Board may serve on the Committee.
Committee Meetings
3.1 The Committee shall hold meetings as needed to carry out its responsibilities and
at such other times as the Chairman shall determine, or at the request of any
member of the Committee.
3.2 The Committee may request that members of management be present as needed.
3.3 Minutes of each meeting will be kept and distributed to the entire Board.
3.4 The Committee may retain, and the Company shall be responsible for paying the
fees and expenses of, outside experts to assist the Committee in carrying out its
primary responsibilities.
Primary Responsibilities
The Committee shall receive reports from management and discuss with management each of
the following items, and advise and make recommendations to the Board where appropriate:
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4.1 The Company's cash position and capital structure.
4.2 Management's recommendations with respect to short-term and long-term debt and
equity financing and recommend to the Board proposals designed to provide an
appropriate capital structure for the Company.
4.3 Dividend proposals.
4.4 Policies regarding the commitment of credit of the Company through the use of
guarantees and/or letters of credit.
4.5 The issuance, reservation, purchase, reclassification, listing or other changes in the
Company's shares.
4.6 The Company's guidelines, procedures and exposures with respect to derivatives,
swaps, hedges, foreign exchange and other similar arrangements.
4.7 The Company's exposure to financial risk with respect to investments in developing
4.8 The investment policies and practices of the Company.
4.9 Periodic review of the investment performance of the Company's funded benefit
plans; contributions to any defined benefit plan of the Company; any proposed
change in the funding method, investment policy or interest assumption or in the
amortization of liabilities in connection with the funding of any such plan; or
changes in the investment options under any defined contribution plan of the
4.10 Review of the decision- making structure with respect to the management of the
investments of the Company's funded benefit plans and recommendation to the
Board of nominees to any committee appointed to serve as fiduciaries with respect to
the management of the investments of any benefit plan.
4.11 The risk management policies and practices of the Company, including:
a. Status and need for reserves for matters on which the Company
is self- insured
b. Legal and regulatory matters
c. Insurance coverage
4.12 Such other financial matters of the Company as the Board may, from time to time,
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5.1 The Committee shall review and reassess the adequacy of this Charter annually
and recommend any proposed changes to the Board for approval.
5.2 The Committee may form and delegate authority to subcommittees as