X0202 4 2005-08-01 0 0001116521 AVAYA INC AV 0001220638 LANDY JOSEPH 211 MT. AIRY ROAD BASKING RIDGE NJ 07920 1 0 0 0 Common Stock, par value $0.01 2005-08-01 4 J 0 9999994 D 25296859 I Partnership The holders of 25,219,655 of the shares listed above are Warburg, Pincus Equity Partners, L.P., and two affiliated limited partnerships (collectively, "WPEP"). Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners"), a subsidiary of Warburg Pincus & Co., a New York general partnership ("WP"), is the sole general partner of WPEP. WPEP is managed by Warburg Pincus LLC, a New York limited liability company ("WP LLC"). Joseph P. Landy, a director of the Issuer, is a Managing General Partner of WP and a Managing Member of WP LLC. Securities owned by WPEP, WP Partners, WP and WP LLC are indicated as owned by Mr. Landy because of his affiliation with WP and WP LLC. Mr. Landy may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a promulgated under the Securities Exchange Act of 1934, as amended) in an indeterminate amount of the securities owned by WPEP, WP Partners, WP and WP LLC. Mr. Landy disclaims beneficial ownership of the securities owned by WPEP, WP Partners, WP and WP LLC, except to the extent of his indirect pecuniary interest therein. In addition, Mr. Landy owns 77,204 shares of Common Stock directly, which includes 19,417 shares of Common Stock that have been placed in an account under the Avaya Inc. Deferred Compensation Plan. On August 1, 2005, WPEP distributed an aggregate of 9,999,994 shares of Common Stock to its partners. Price not applicable. Scott A. Arenare, Attorney-in-Fact for Joseph P. Landy pursuant to the Power of Attorney dated May 15, 2004, attached hereto as Exhibit 24 2005-08-03